SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 24, 1996.
Oakwood Mortgage Investors, Inc.
(Exact name of registrant as specified in charter)
North Carolina 33-99320 56-1886793
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2225 South Holden Road, Greensboro, North Carolina 27407
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (910) 855-2400
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(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events.
On October 24, 1996, the Registrant caused the issuance and sale
of $270,791,224 aggregate initial principal amount of Senior/Subordinated
Pass-Through Certificates, Series 1996-C (the "Certificates") pursuant to the
Series 1996-C Pooling and Servicing Agreement, dated as of October 1, 1996 (the
"Pooling and Servicing Agreement"), among the Registrant, Oakwood Acceptance
Corporation, as Servicer, and PNC Bank, National Association, as Trustee, and
the related Standard Terms to the Pooling and Servicing Agreement (November 1995
Edition) (the "Standard Terms"). The Certificates were issued in ten Classes
with Pass-Through Rates and initial Certificate Principal Balances as set forth
below:
Initial Certificate
Designation Pass-Through Rate Principal Balance
Class A-1................. (1) $50,300,000
Class A-2................. 6.45% $46,970,000
Class A-3................. 6.75% $35,400,000
Class A-4................. 7.00% $20,900,000
Class A-5................. 7.35% $55,614,000
Class A-6................. 7.65% $23,695,000
Class B-1................. (2) $25,726,000
Class B-2................. (3) $12,186,224
Class X................... (4) (4)
Class R................... (5) (5)
- -----------------------------------
(1) The Pass-Through Rate on the Class A-1 Certificates for any
Distribution Date shall be the per annum rate equal to the lesser of One-Month
LIBOR, as determined (except for the initial Distribution Date) on the Floating
Rate Determination Date, plus 0.11% or the Weighted Average Net Asset Rate. For
the initial Distribution Date, the Pass-Through Rate for the Class A-1
Certificates will be 5.485% per annum, and the initial Interest Accrual Period
for the Class A-1 Certificates commences on the Closing Date and ends on
November 14, 1996.
(2) The Pass-Through Rate on the Class B-1 Certificates for any
Distribution Date shall be equal to the lesser of (i) 7.96% per annum or (ii)
the Weighted Average Net Asset Rate.
(3) The Pass-Through Rate on the Class B-2 Certificates for any
Distribution Date shall be equal to the lesser of (i) 9.31% per annum or (ii)
the Weighted Average Net Asset Rate.
(4) The Class X Certificates have no Certificate Principal Balance and no
Pass-Through Rate.
(5) The Class R Certificates have no Certificate Principal Balance and no
Pass-Through Rate.
The Certificates evidence, in the aggregate, the entire beneficial
ownership interest in OMI Trust 1996-C (the "Trust"), which consists primarily
of a pool of Assets transferred to the Trust by the Registrant pursuant to the
Pooling and Servicing Agreement. The Assets were purchased by the Registrant in
a privately-negotiated transaction with Oakwood Acceptance Corporation ("OAC")
pursuant to a Sales Agreement, dated as of October 1, 1996, between the
Registrant and OAC. Elections will be made to treat certain assets owned
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<PAGE>
by the Trust as "real estate mortgage investment conduits" (each, a
"REMIC") under the Internal Revenue Code of 1986, as amended. The Certificates,
except for the Class R Certificates, will be designated as the "regular
interests" in one of such REMICs. The Class R Certificates will be designated as
the "residual interests" in each of the REMICs.
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-6
Certificates are collectively referred to herein as the "Offered Certificates."
The Offered Certificates have been sold by the Registrant to CS First
Boston Corporation and Goldman, Sachs & Co. (the "Underwriters") pursuant to a
Terms Agreement, dated as of October 18, 1996, among the Underwriters, the
Registrant and OAC, which incorporates by reference the Registrant's
Underwriting Agreement Standard Provisions, June 1995. The Class B-1, Class B-2,
Class X and Class R Certificates have been transferred to Oakwood Financial
Corporation, a Nevada corporation ("OFC") and an affiliate of the Registrant.
Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement or, if not defined in
the Pooling and Servicing Agreement, the meanings assigned to them in the
Standard Terms.
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<PAGE>
Exhibits
1.1 Terms Agreement, dated October 18, 1996, among the Registrant,
Oakwood Acceptance Corporation, CS First Boston Corporation
and Goldman, Sachs & Co., as Underwriters, relating to the
Offered Certificates.
4.1 Copy of the Series 1996-C Pooling and Servicing Agreement,
dated as of October 1, 1996, by and among the Registrant,
Oakwood Acceptance Corporation, as Servicer, and PNC Bank,
National Association, as Trustee. (related exhibits available
upon request of the Trustee)
-4-
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
October 24, 1996 OAKWOOD MORTGAGE INVESTORS,
INC.
By: /s/ Doug R. Muir
Name: Doug R. Muir
Title: Vice President
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<PAGE>
INDEX TO EXHIBITS
Page
1.1 Terms Agreement, dated October 18, 1996,
among the Registrant, Oakwood Acceptance
Corporation, CS First Boston Corporation,
and Goldman, Sachs & Co., as Underwriters,
relating to the Offered Certificates.......
4.1 Copy of the Series 1996-C Pooling and Servicing Agreement, dated as of
October 1, 1996, by and among the Registrant, Oakwood Acceptance
Corporation, as Servicer,
and PNC Bank, National Association (related exhibits
available upon request of the Trustee) ..........
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<PAGE>
OAKWOOD MORTGAGE INVESTORS, INC.
PASS-THROUGH CERTIFICATES
TERMS AGREEMENT
Dated: October 18, 1996
To: Oakwood Mortgage Investors, Inc. (the "Company")
Oakwood Acceptance Corporation ("OAC")
Re: Underwriting Agreement Standard Provisions dated
June 1995 (the "Standard Provisions")
Series
Designation: Pass-Through Certificates, Series 1996-C, Classes A-1, A-2, A-3,
A-4, A-5, A-6, B-1, B-2, X and R (collectively, the
"Certificates"). The Classes A-1, A-2, A-3, A-4, A-5, and A-6
Certificates are collectively referred to herein as the
"Underwritten Certificates."
UNDERWRITING AGREEMENT: Subject to the terms and conditions set forth herein
and to the terms of the Standard Provisions, which are incorporated by
reference herein, the Company hereby agrees to issue and sell to CS First
Boston Corporation and Goldman, Sachs & Co. (the "Underwriters"), and the
Underwriters hereby severally agree to purchase from the Company, on
October 24, 1996, the aggregate outstanding principal amount of the
Underwritten Certificates set forth in Schedule A hereto at the purchase price
and on the terms set forth below; PROVIDED, HOWEVER, that the obligations
of the Underwriters are subject to: (i) receipt by the Company of the ratings
on the Certificates as set forth herein, (ii) receipt by the Underwriters of
the Sales Agreement (the "Sales Agreement"), dated as of October 1, 1996,
by and between the Company and OAC, and the Pooling and Servicing Agreement
(as defined below), each being in form and substance satisfactory to the
Underwriters.
<PAGE>
The Certificates will be issued by a trust (the "Trust) to be established
by the Company pursuant to a Pooling and Servicing Agreement, to be dated as
of October 1, 1996 among the Company, OAC, as servicer (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
(November 1995 Edition) (collectively, the "Pooling and Servicing Agreement").
The Certificates will represent in the aggregate the entire beneficial
ownership interest in the assets of the Trust which will consist primarily of
fixed-rate installment sales contracts secured by units of manufactured housing
(the "Contracts") with original terms to maturity not exceeding 30 years 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") with original terms to
maturity not exceeding 30 years, in each case having the characteristics
described in the final Prospectus Supplement, dated October 18, 1996, relating
to the Underwritten Certificates (the "Prospectus Supplement").
The Company and the Servicer specifically convenant to make available on the
Closing Date for sale, transfer and assignment to the Trust, Assets having the
characteristics described in the Prospectus Supplement; PROVIDED, HOWEVER,
that there may be nonmaterial variances from the description of the Assets
in the Prospectus Supplement and the Assets actually delivered on the Closing
Date.
REGISTRATION STATEMENT: References in the the Standard Provisions to the
Registration Statement shall be deemed to include registration statement
No. 33-99320.
INITIAL AGGREGATE SCHEDULED PRINCIPAL BALANCE OF ASSETS: Approximately
$270,791,224.
CUT-OFF DATE: October 1, 1996.
TERMS OF THE CERTIFICATES:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Class Initial Principal Pass-Through Ratings Purchase
Designation Amount Rate Fitch S&P Price
A-1 $50,300,000 (1) "AAA" "AAA" 99.675000%
A-2 $46,970,000 6.45% per annum "AAA" "AAA" 99.518750%
A-3 $35,400,000 6.75% per annum "AAA" "AAA" 99.612500%
A-4 $20,900,000 7.00% per annum "AAA" "AAA" 99.456250%
A-5 $55,614,000 7.35% per annum "AAA" "AAA" 99.659375%
A-6 $23,695,000 7.65% per annum "AA-" "AA" 99.346875%
</TABLE>
(1) The Pass-Through Rates for the Class A-1 Certificates will equal the lesser
of the One-Month LIBOR plus 0.11%, or the Weighted Average Net Asset Rate.
2
<PAGE>
SUBORDINATION FEATURES: The Class A-6 Certificates will be subordinated to the
Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates as
described in the Prospectus Supplement.
RESERVE FUNDS: A Reserve Fund, a Class A-6 Liquidity Account and a Class B
Liquidity Account will be established and maintained as described in the
Prospectus Supplement.
DISTRIBUTION DATES: Each Distribution Date shall be the 15th day of each
month, or if such day is not a business day, on the next succeeding business
day, commencing in November, 1996.
REMIC ELECTION: An election will be made to treat some or all of the assets of
the Trust as one or more real estate mortgage investment conduits for federal
income tax purposes (the "REMIC"). The Underwritten Certificates will be
designated as "regular interests" in the REMIC.
PURCHASE PRICE: The Underwriters have severally agreed to purchase the
Underwritten Certificates of each Class from the Company for the respective
purchase prices expressed in the table above as percentages of the initial
Certificate Principal Balance of each such Class. Payment of the purchase price
for the Underwritten Certificates shall be made to the Company in federal or
similar immediately available funds payable to the order of the Company.
DENOMINATIONS: The Underwriten Certificates will be issued in book-entry
form in minimum denominations of $25,000 and integral multiples of $1,000 in
excess thereof, except that one Certificate of each Class of the Underwritten
Certificates may be issued in a different denomination.
FEES: It is understood that servicing fees may be withheld from the payments
on the Assets in each month prior to distributions on the Certificates on the
Distribution Date occurring in such month to the extent permissible under the
Pooling and Servicing Agreement.
CLOSING DATE AND LOCATION: 10:00 a.m. Eastern Time on October 24, 1996, at
the offices of Hunton & Williams, Riverfront Plaza, East Tower, 951 East Byrd
Street, Richmond, Virginia 23219-4074. The Company will deliver the Underwritten
Certificates in book-entry form only, through the same-day funds settlement
system of The Depository Trust Company on the Closing Date.
DUE DILIGENCE: At any time prior to the Closing Date, the Underwriters have
the right to inspect the Asset Files and the related loan origination procedures
and to confirm the existence of the related manufactured homes or mortgaged
properties to ensure conformity with the Final Prospectus and the
Prospectus Supplement.
3
<PAGE>
CONTROLLING AGREEMENT: This Terms Agreement sets forth the complete agreement
among the Company, OAC and the Underwriters and fully supersedes all prior
agreements, both written and oral, relating to the issuance of the Underwritten
Certificates and all matters set forth herein. Capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned to such terms
in the Standard Provisions or the Prospectus Supplement.
COMPUTATIONAL MATERIALS: Each Underwriter hereby represents and warrants that
(i) any information attached hereto as Exhibit 1 constitutes all "Collateral
Term Sheets" (as such term is defined in the no-action letters addressed to
Kidder, Peabody Acceptance Corporation I, et al. dated May 20, 1994, and to the
Public Securities Association dated February 17, 1995 (collectively, the
"PSA Letters")) disseminated by it in connection with the Underwritten
Certificates and (ii) any information attached hereto as Exhibit 2 constitutes
all "Structural Term Sheets" and "Computational Materials" disseminated by it in
connection with the Underwritten Certificates.
For purposes hereof, as to each Underwriter, the term "Derived Information"
means such information, if any, in the Collateral Term Sheets, Structural Term
Sheets and/or Computational Materials that is not contained in either (i) the
Prospectus taking into account information incorporated therein by reference
(other than information incorporated by reference from the Collateral Term
Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any
computer tape furnished by the Company (the "Computer Tape"). Each Underwriter
severally agrees, assuming (i) all information provided by the Company
(including the Computer Tape) is accurate and complete in all material respects
and (ii) the Company's independent public accountants have determined that the
Derived Information agrees with the Computer Tape, to indemnify and hold
harmless the Company, each of the Company's officers and directors and each
person who controls the Company within the meaning of Section 15 of the Act
against any and all losses, claims, damages or liabilities, joint or several,
to which they may become subject under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement of a material fact contained
in the Derived Information prepared by such Underwriter and incorporated by
reference into the Registration Statement, or arise out of or are based upon
the omission or alleged omission to state in such Derived Information a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, (except that no such indemnity shall be available for any losses,
claims, damages or liabilities, or actions in respect thereof to the extent
any such untrue statement or alleged untrue statement therein results directly
from an error in the information on the Computer Tape or in any other
information concerning the Mortgage Loans or the Contracts provided by the
Company to any Underwriter in writing or through electronic transmission) and
agrees to reimburse each such indemnified party for any legal or other expenses
reasonably incurred by it in connection with investigating or defending or
preparing to defend any such loss, claim, damage, liability or action as such
expenses are incurred. The obligations of any Underwriter under this paragraph
shall be in addition to any liability which such Underwriter may otherwise have.
4
<PAGE>
Notwithstanding the provisions of this paragraph, no Underwriter shall be
required to pay any amount with respect to the indemnities provided hereunder
in excess of the underwriting discount or commission applicable to the
Certificates purchased by it hereunder.
INFORMATION PROVIDED BY EACH UNDERWRITER: It is understood and agreed that
the information set forth under the heading "Underwriting" in the Prospectus
Supplement and the sentence regarding each Underwriter's intention to establish
a market in the Underwritten Certificates on the Cover Page of the Prospectus
Supplement is the only information furnished by the Underwriters for inclusion
in the Registration Statement and the Final Prospectus.
TRUSTEE: PNC Bank, National Association will act as Trustee of the Trust.
BLUE SKY QUALIFICATIONS: The Underwriters specify no jurisdictions and the
parties do not intend to qualify the Underwritten Securities in any
jurisdiction. The Company has agreed to pay all costs and expenses incurred in
connection with the preparation of a blue sky survey to be delivered on or prior
to the Closing Date.
STATE TAX OPINIONS: The Company shall deliver to the Underwriters an opinion
of counsel pursuant to Section 6(d)(iii) of the Standard Provisions with
respect to the State of North Carolina and the Commonwealth of Pennsylvania.
BLACKOUT PERIOD: None.
APPLICABLE LAW: THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.
NOTICES: All communications hereunder will be in writing and effective only
upon receipt and, if sent to the Underwriters, will be mailed, delivered or
telegraphed and confirmed to the Underwriters at:
CS First Boston Corporation
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
Attention: Fiachra O'Driscoll
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Attention: Jeffrey J. May
5
<PAGE>
REQUEST FOR OPINIONS: (a) The Company and OAC hereby request and authorize
Hunton & Williams and Kennedy, Covington, Lobdell & Hickman, as their counsel
in this transaction, to issue on behalf of the Company and OAC, such legal
opinions to the Underwriters, their respective counsel, the Trustee and the
Rating Agencies as may be required by any and all documents, certificates or
agreements executed in connection with this Agreement.
(b) The Underwriters hereby request and authorize Simpson Thacher & Bartlett,
as their special counsel in this transaction, to issue to the Underwriters such
legal opinions as they may require, and the Company shall have furnished to
Simpson Thacher & Bartlett such documents as they may request for the purpose
of enabling them to pass upon such matters.
6
<PAGE>
Each Underwriter agrees, subject to the terms and provisions of the Standard
Provisions, a copy of which is attached hereto, and which is incorporated by
reference herein in its entirety and made a part hereof to the same extent as if
such provisions had been set forth in full herein, to purchase the Underwritten
Certificates.
CS FIRST BOSTON CORPORATION
By: (Signature of Fiachra O'Driscoll)
Name: __________________________
Title: _________________________
GOLDMAN, SACHS & CO.
(Signature of
Goldman, Sachs & Co.)
Accepted and acknowledged
As of the Date First
Above Written:
OAKWOOD MORTGAGE INVESTORS, INC.
By: (Signature of Douglas R. Muir)
Name: Douglas R. Muir (handwritten)
Title: Vice President (handwritten)
OAKWOOD ACCEPTANCE CORPORATION
By: (Signature of Douglas R. Muir)
Name: Douglas R. Muir (handwritten)
Title: Vice President (handwritten)
7
<PAGE>
SCHEDULE A
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-6 Certificates
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Class A-1 Class A-2 Class A-3
CS First Boston Corporation $25,150,000 $23,485,000 $17,700,000
Goldman, Sachs & Co. $25,150,000 $23,485,000 $17,700,000
Total $50,300,000 $46,970,000 $35,400,000
Class A-4 Class A-5 Class A-6
CS First Boston Corporation $10,450,000 $27,807,000 $11,847,500
Goldman, Sachs & Co. $10,450,000 $27,807,000 $11,847,500
Total $20,900,000 $55,614,000 $23,695,000
</TABLE>
<PAGE>
===========================================
OAKWOOD MORTGAGE INVESTORS, INC.,
OAKWOOD ACCEPTANCE CORPORATION
AND
PNC BANK, NATIONAL ASSOCIATION,
TRUSTEE
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POOLING AND SERVICING AGREEMENT
DATED AS OF OCTOBER 1, 1996
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OAKWOOD MORTGAGE INVESTORS, INC.
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 1996-C
===========================================
<PAGE>
THIS SERIES 1996-C POOLING AND SERVICING AGREEMENT, dated as of October 1,
1996, is made with respect to the formation of OMI Trust 1996-C (the "Trust"),
among OAKWOOD MORTGAGE INVESTORS, INC., a North Carolina corporation ("OMI"),
OAKWOOD ACCEPTANCE CORPORATION, a North Carolina corporation ("OAC" and, in its
capacity as servicer, the "Servicer"), and PNC BANK, NATIONAL ASSOCIATION, a
national banking association, as trustee (the "Trustee"), under this Agreement
and the Standard Terms to Pooling and Servicing Agreement, November 1995 Edition
(the "Standard Terms"), all the provisions of which are incorporated herein as
modified hereby and shall be a part of this Agreement as if set forth herein in
full (this Agreement with the Standard Terms so incorporated, the "Pooling and
Servicing Agreement"). Capitalized terms used and not otherwise defined herein
shall have the respective meanings given them in the Standard Terms.
PRELIMINARY STATEMENT
The Board of Directors of OMI has duly authorized the formation of the
Trust to issue a Series of Certificates with an aggregate initial principal
amount of $270,791,224, to be known as the Senior/Subordinated Pass-Through
Certificates, Series 1996-C (the "Certificates"). The Certificates consist of 10
Classes that in the aggregate evidence the entire beneficial ownership interest
in the Trust.
In accordance with Section 10.01 of the Standard Terms, the Trustee
will make an election to treat all of the assets of the Trust as two real estate
mortgage investment conduits (each, a "REMIC" and, individually, the "Pooling
REMIC" and the "Issuing REMIC") for federal income tax purposes. The Pooling
REMIC will consist of the Distribution Account and the Assets listed on the
Asset Schedule attached as SCHEDULE I (as defined below) hereto. The Issuing
REMIC will consist of the eight Subaccounts designated as provided herein, the
Reserve Fund, the Class A-6 Liquidity Account, the Class B-1 Liquidity Account
and the Class B-2 Liquidity Account. The "startup day" of each REMIC for
purposes of the REMIC Provisions is the Closing Date.
GRANTING CLAUSES
To provide for the distribution of the principal of and interest on the
Certificates in accordance with their terms, all of the sums distributable under
the Pooling and Servicing Agreement with respect to the Certificates and the
performance of the covenants contained in this Pooling and Servicing Agreement,
OMI hereby bargains, sells, conveys, assigns and transfers to the Trustee, in
trust and as provided in this Pooling and Servicing Agreement, without recourse
and for the exclusive benefit of the Holders of the Certificates, all of OMI's
right, title and interest in and to, and any and all benefits accruing to OMI
from, (a) the Contracts listed in SCHEDULE IA hereto and the Mortgage Loans
(together with the Contracts, the "Assets") listed in SCHEDULE IB hereto
(SCHEDULE IA and SCHEDULE IB shall be collectively referred to herein as
"Schedule I"), together with the related Asset Documents, and all payments
thereon and proceeds
S - 1
<PAGE>
of the conversion, voluntary or involuntary, of the foregoing, including,
without limitation, all rights to receive all principal and interest payments
due on the Assets after the Cut-off Date, including such scheduled payments
received by OMI or OAC on or prior to the Cut-off Date, and Principal
Prepayments, Net Insurance Proceeds, Net Liquidation Proceeds, Repurchase Prices
and other unscheduled collections received on the Assets on and after the Cutoff
Date; (b) the security interests in the Manufactured Homes, Mortgaged Properties
and Real Properties granted by the Obligors pursuant to the related Assets; (c)
all funds, other than investment earnings, relating to the Assets on deposit in
the Certificate Account or the Distribution Account for the Certificates and all
proceeds thereof, whether in the form of cash, instruments, securities or other
properties; (d) the Reserve Fund, the Class A-6 Liquidity Account, the Class B-1
Liquidity Account, the Class B-2 Liquidity Account and all amounts on deposit in
each; (e) any and all rights, privileges and benefits accruing to OMI under the
Sales Agreement with respect to the Assets (provided that OMI shall retain its
rights to indemnification from the Seller under such Sales Agreement, but also
hereby conveys its rights to such indemnification to the Trustee as its
assignee), including the rights and remedies with respect to the enforcement of
any and all representations, warranties and covenants under such Sales
Agreement; and (f) proceeds of all the foregoing (including, but not by way of
limitation, all proceeds of any Standard Hazard Insurance Policy or FHA
Insurance, or any other insurance policy relating to any of the Assets, cash
proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel
paper, checks, deposit accounts, rights to payment of any and every kind, and
other forms of obligations and receivables that at any time constitute all or
part or are included in the proceeds of any of the foregoing) to make
distributions on the Certificates as specified herein (the items referred to in
clauses (a) through (f) above shall be collectively referred to herein as the
"Trust Estate").
The Trustee acknowledges the foregoing, accepts the trusts hereunder in
accordance with the provisions hereof and the Standard Terms and agrees to
perform the duties herein or therein required to the best of its ability to the
end that the interests of the Holders of the Certificates may be adequately and
effectively protected.
SECTION 1. STANDARD TERMS.
OMI, the Servicer and the Trustee acknowledge that the Standard Terms
prescribe certain obligations of OMI, the Servicer and the Trustee with respect
to the Certificates. OMI, the Servicer and the Trustee agree to observe and
perform such prescribed duties, responsibilities and obligations, and
acknowledge that, except to the extent inconsistent with the provisions of this
Pooling and Servicing Agreement, the Standard Terms are and shall be a part of
this Pooling and Servicing Agreement to the same extent as if set forth herein
in full.
SECTION 2 DEFINED TERMS.
With respect to the Certificates and in addition to or in replacement
for the definitions set forth in Section 1.01 of the Standard Terms, the
following definitions shall be assigned to the defined terms set forth below:
S - 2
<PAGE>
"ACCRUAL DATE": The Accrual Date (z) with respect to the Class A-1
Certificates shall be the Closing Date, (y) with respect to the Class B-1
Certificates and Class B-2 Certificates shall be October 25, 1996, and (x) the
Accrual Date with respect to all other Classes of Certificates shall be October
1, 1996.
"AVERAGE SIXTY-DAY DELINQUENCY RATIO": With respect to any Distribution
Date, the arithmetic average of the Sixty-Day Delinquency Ratios for such
Distribution Date and the two preceding Distribution Dates. The "Sixty-Day
Delinquency Ratio" for a Distribution Date is the percentage derived from the
fraction, the numerator of which is the aggregate Scheduled Principal Balance
(as of the end of the preceding Prepayment Period) of all Assets (including
Assets in respect of which the related Manufactured Home, Real Property or
Mortgage Property has been repossessed or foreclosed upon but not yet disposed
of) as to which a Monthly Payment thereon is delinquent 60 days or more as of
the end of the related Collection Period, and the denominator of which is the
Pool Scheduled Principal Balance for such Distribution Date.
"AVERAGE THIRTY-DAY DELINQUENCY RATIO": With respect to any
Distribution Date, the arithmetic average of the Thirty-Day Delinquency Ratios
for such Distribution Date and the two preceding Distribution Dates. The
"Thirty-Day Delinquency Ratio" for a Distribution Date is the percentage derived
from the fraction, the numerator of which is the aggregate Scheduled Principal
Balance (as of the end of the preceding Prepayment Period) of all Assets
(including Assets in respect of which the related Manufactured Home, Real
Property or Mortgage Property has been repossessed or foreclosed upon but not
yet disposed of) as to which a Monthly Payment thereon is delinquent 30 days or
more as of the end of the related Collection Period, and the denominator of
which is the Pool Scheduled Principal Balance for such Distribution Date.
"BOOK-ENTRY CERTIFICATES": The Class A Certificates.
"CARRYOVER INTEREST AMOUNT": With respect to each Class of
Certificates, except the Class X Certificates and the Residual Certificates, and
each Distribution Date, all amounts that were distributable on such Class as
Interest Distribution Amounts on previous Distribution Dates that remain unpaid,
together with interest on each overdue Interest Distribution Amount that
comprises the Carryover Interest Amount at the Pass-Through Rate in effect for
such Class from time to time from the last day of the Interest Accrual Period in
which such overdue Interest Distribution Amount accrued through the last day of
the related Interest Accrual Period, to the extent not previously distributed.
With respect to each Subaccount on each Distribution Date, all amounts that were
allocable to such Subaccount as Priority Interest Amounts on previous
Distribution Dates that remain unpaid, together with interest on each overdue
Priority Interest Amount that comprises the Carryover Interest Amount at the
applicable Pass-Through Rate in effect for the Corresponding Certificates with
respect to such Subaccount from time to time from the last day of the Interest
Accrual Period in which such overdue Priority Interest Amount accrued through
the last day of the related Interest Accrual Period, to the extent not
previously distributed.
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"CARRYOVER NON-PRIORITY INTEREST AMOUNT": For any Subaccount, on any
Distribution Date, all amounts that were distributable on such Subaccount as
Non-Priority Interest Amounts on previous Distribution Dates that remain unpaid.
"CARRYOVER WRITEDOWN INTEREST AMOUNT": With respect to each
Distribution Date and each related Class or Subaccount, Writedown Interest
Amounts remaining unpaid from previous Distribution Dates.
"CLASS A CERTIFICATES": The Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates and Class A-6 Certificates.
"CLASS A PERCENTAGE": With respect to each Distribution Date, generally
the percentage derived from the fraction (which shall not be greater than 1),
the numerator of which is the aggregate Certificate Principal Balance of the
Class A Certificates immediately prior to such Distribution Date and the
denominator of which is the aggregate Certificate Principal Balance of all the
Certificates 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 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 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 Class A 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.
"CLASS A-6 LIQUIDITY ACCOUNT": The fund established pursuant to Section
6(b) hereof and to be applied specifically to the Class A-6 Certificates. The
Class A-6 Liquidity Account shall be deemed to be a "Reserve Fund" as such term
is defined in the Standard Terms.
"CLASS A-6 LIQUIDITY ACCOUNT DRAW AMOUNT": On any Distribution Date,
the lesser of (i) the amount on deposit in the Class A-6 Liquidity Account, and
(ii) the aggregate amount of any Interest Distribution Amounts, Carryover
Interest Amounts, Writedown Amounts and Carryover Writedown Interest Amounts due
on the Class A-6 Certificates that are not distributed out of the Available
Distribution for such Distribution Date.
"CLASS A-6 LIQUIDITY ACCOUNT REQUIRED AMOUNT": On any Distribution
Date, three months of interest at the Class A-6 Pass-Through Rate on the Class
A-6 Certificate Principal Balance after giving effect to principal distributions
on such Distribution Date.
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"CLASS A SUBACCOUNTS": Any or all, as appropriate, of the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5 or Class A-6 Subaccounts.
"CLASS B CERTIFICATES": The Class B-1 Certificates and Class B-2
Certificates.
"CLASS B-1 LIQUIDITY ACCOUNT": The component fund of the Class B
Liquidity Account established pursuant to Section 6(c) hereof and to be applied
specifically to the Class B-1 Certificates. The Class B-1 Liquidity Account
shall be deemed to be a "Reserve Fund" as such term is defined in the Standard
Terms.
"CLASS B-1 LIQUIDITY ACCOUNT DRAW AMOUNT": On any Distribution Date,
the lesser of (i) the amount on deposit in the Class B-1 Liquidity Account, and
(ii) the aggregate amount of any Interest Distribution Amounts, Carryover
Interest Amounts, Writedown Interest Amounts and Carryover Writedown Interest
Amounts due on the Class B-1 Certificates that are not distributed out of the
Available Distribution for such Distribution Date.
"CLASS B-1 LIQUIDITY ACCOUNT REQUIRED AMOUNT": On any Distribution
Date, three months of interest at the Class B-1 Pass-Through Rate on the Class
B-1 Certificate Principal Balance after giving effect to principal distributions
on such Distribution Date.
"CLASS B-2 LIQUIDITY ACCOUNT": The component fund of the Liquidity
Account established pursuant to Section 6(c) hereof and to be applied
specifically to the Class B-2 Certificates. The Class B-2 Liquidity Account
shall be deemed to be a "Reserve Fund" as such term is defined in the Standard
Terms.
"CLASS B-2 LIQUIDITY ACCOUNT DRAW AMOUNT": On any Distribution Date,
the lesser of (i) the amount on deposit in the Class B-2 Liquidity Account, and
(ii) the aggregate amount of any Interest Distribution Amounts, Carryover
Interest Amounts, Writedown Interest Amounts and Carryover Writedown Interest
Amounts due on the Class B-2 Certificates that are not distributed out of the
Available Distribution for such Distribution Date.
"CLASS B-2 LIQUIDITY ACCOUNT REQUIRED AMOUNT": On any Distribution
Date, three months of interest at the Class B-2 Pass-Through Rate on the Class
B-2 Certificate Principal Balance after giving effect to principal distributions
on such Distribution Date.
"CLASS B-2 FLOOR AMOUNT": With respect to any Distribution Date, either
(a) 1.50% of the aggregate principal balance of the Assets as of the Cut-off
Date, if the Class A-6 Certificate Principal Balance has not been reduced to
zero immediately prior to such Distribution Date, and (b) zero, if the Class A-6
Certificate Principal Balance has been reduced to zero immediately prior to such
Distribution Date.
"CLASS B CROSS-OVER DATE": The later to occur of (a) the Distribution
Date occurring in May 2001 or (b) the first Distribution Date on which the Class
B Percentage equals or exceeds 1.75 times the initial Class B Percentage.
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"CLASS B LIQUIDITY ACCOUNT": Together, the Class B-1 Liquidity Account
and
the Class B-2 Liquidity Account.
"CLASS B LIQUIDITY ACCOUNT DRAW AMOUNT": The sum of the Class B-1
Liquidity Account Draw Amount and the Class B-2 Liquidity Account Draw Amount.
"CLASS B LIQUIDITY ACCOUNT REQUIRED AMOUNT": The sum of the Class B-1
Liquidity Account Required Amount and the Class B-2 Liquidity Account Required
Amount.
"CLASS B PERCENTAGE": With respect to each Distribution Date, the
difference between 100% and the Class A Percentage for such Distribution Date.
"CLASS B PRINCIPAL DISTRIBUTION TESTS": With respect to each
Distribution Date: (a) the Average Sixty-Day Delinquency Ratio as of such
Distribution Date does not exceed 5%; (b) the Average Thirty-Day Delinquency
Ratio as of such Distribution Date does not exceed 7%; (c) the Cumulative
Realized Losses as of such Distribution Date do not exceed an amount equal to
the percentage set forth below of the initial aggregate Certificate Principal
Balance of all the Certificates:
DISTRIBUTION DATES PERCENTAGE
November 1996 through October 1997 4%
May 2001 through October 2002 7%
November 2002 through October 2003 8%
November 2003 and after 9%
; and (d) the Current Realized Loss Ratio as of such Distribution Date does not
exceed 2.75%.
"CLASS B SUBACCOUNTS": Any or all, as appropriate, of the Class B-1 or
Class B-2 Subaccounts.
"CLASS R CERTIFICATES": The Class R Certificates, which comprise both
the Pooling REMIC Residual Interest and the Issuing REMIC Residual Interest.
"CLASS R-1 CERTIFICATES": Following the division of the Class R
Certificates into two separately transferable, certificated and fully registered
certificates in accordance with Section 11(b) hereof, the Class R-1
Certificates, which will represent the Issuing REMIC Residual Interest.
"CLASS R-2 CERTIFICATES": Following the division of the Class R
Certificates into two separately transferable, certificated and fully registered
certificates in accordance with Section 11(b) hereof, the Class R-2
Certificates, which will represent the Pooling REMIC Residual Interest.
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"CLASS X CARRYOVER STRIP AMOUNT": With respect to the Class X
Certificates on each Distribution Date, all amounts that were distributable on
such Class as Class X Strip Amounts on previous Distribution Dates that remain
unpaid.
"CLASS X STRIP AMOUNT": With respect to any Distribution Date, 30 days
interest on the aggregate Certificate Principal Balance of the Class A
Certificates and the Class B Certificates at a rate equal to the difference, if
any, between the Weighted Average Net Asset Rate and the weighted average of the
Pass-Through Rates on the Class A Certificates and the Class B Certificates.
"CLOSING DATE": October 24, 1996.
"CORRESPONDING CERTIFICATES": For any Subaccount, the Class of Certificates
bearing the same letter and numerical designation as that borne by such
Subaccount.
"CORRESPONDING SUBACCOUNT" For any Class of Certificates, the
Subaccount bearing the same letter and numerical designation as that borne by
such Class.
"CUMULATIVE REALIZED LOSSES": With respect to any Distribution Date, the
aggregate Realized Losses incurred on the Assets during the period from the
Cut-off Date through the end of the related Prepayment Period.
"CURRENT REALIZED LOSS RATIO": With respect to any Distribution Date,
the annualized percentage derived from the fraction, the numerator of which is
the sum of the aggregate Realized Losses for the three preceding Prepayment
Periods and the denominator of which is the arithmetic average of the Pool
Scheduled Principal Balances for such Distribution Date and the preceding two
Distribution Dates.
"CUT-OFF DATE": October 1, 1996.
"ERISA RESTRICTED CERTIFICATES": The Class A-6, Class B-1, Class B-2, Class
X and Class R Certificates.
"FLOATING RATE DETERMINATION DATE": For any Interest Accrual Period for the
Class A-1 Certificates after the initial Interest Accrual Period, the second
London Banking Day prior to the commencement of such Interest Accrual Period.
"INSTITUTIONAL HOLDER": An insurance company whose long-term debt is rated
at least A - by a Rating Agency, or an equivalent rating from any other
nationally recognized statistical rating organization.
"INTEREST DISTRIBUTION AMOUNT": With respect to each Class of Certificates
(except the Class X Certificates and the Residual Certificates) or each
Subaccount, as applicable, on each Distribution Date, an amount equal to
interest accrued at the applicable Pass-Through Rate for
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the related Interest Accrual Period on the Certificate Principal Balance of such
Class or the Subaccount Principal Balance of such Subaccount immediately prior
to that Distribution Date.
"ISSUING REMIC": The Trust REMIC consisting of the Subaccounts, the
Reserve Fund, the Class A-6 Liquidity Account, the Class B-1 Liquidity Account
and the Class B-2 Liquidity Account.
"ISSUING REMIC RESIDUAL INTEREST": The residual interest (as defined in
Code section 860G(a)(2)) in the Issuing REMIC.
"LONDON BANKING DAY": Any day on which commercial banks and foreign
exchange markets settle payments in London and New York City.
"NON-PRIORITY INTEREST AMOUNT": For any Subaccount, on any Distribution
Date, an amount equal to the positive difference, if any, between (i) the
related Interest Distribution Amount for such Subaccount and (ii) the related
Priority Interest Amount for such Subaccount.
"NOTIONAL PRINCIPAL BALANCE": The Notional Principal Balance of the
Class X Certificates on any date shall equal the sum of all of the Subaccount
Principal Balances on such date.
"ONE-MONTH LIBOR": For each applicable Interest Accrual Period, the per
annum rate established in accordance with the provisions of Section 14 hereof.
"OUTSTANDING CERTIFICATE WRITEDOWN AMOUNT": With respect to any Class
of Certificates on any Distribution Date, the aggregate of all Writedown Amounts
allocated to such Class on previous Distribution Dates, less all amounts
distributed to such Class on previous Distribution Dates to reduce such amounts
pursuant to clause (ix), (x) and (xi), as applicable, of Section 5(b) hereof.
"OUTSTANDING SUBACCOUNT WRITEDOWN AMOUNT": With respect to any
Subaccount on any Distribution Date, the aggregate of all Writedown Amounts
allocated to such Subaccount on previous Distribution Dates, less all amounts
allocated to such Subaccount on previous Distribution Dates to reduce such
amounts pursuant to clauses (ix), (x) and (xi), as applicable, of Section 5(a)
hereof.
"PASS-THROUGH RATE": With respect to each Class of Certificates (except
the Class X Certificates and the Residual Certificates) on any Distribution
Date, the per annum rate for such Class set forth in the table in Section 3
hereof. With respect to any Subaccount on any Distribution Date, the then
applicable Weighted Average Net Asset Rate.
"POOLING REMIC": The Trust REMIC consisting of the Assets and the
Distribution Account.
"POOLING REMIC RESIDUAL INTEREST": The residual interest (as defined in
Code section 860G(a)(2)) in the Pooling REMIC.
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"PRIORITY INTEREST AMOUNT": For any Subaccount, on any Distribution
Date, an amount equal to interest accrued at the applicable Pass-Through Rate
for the related Interest Accrual Period on the Corresponding Certificates.
"PRIVATE CERTIFICATES": The Class B-1 Certificates, Class B-2
Certificates, Class X Certificates and Residual Certificates.
"QUALIFIED BIDDERS": Firms and institutions that are engaged in the
business of buying and selling manufactured housing paper.
"RATING AGENCY": Each of Fitch Investors Service, L.P. (One State
Street Plaza, New York, New York 10004), and Standard & Poor's Ratings Services,
a division of The McGraw- Hill Companies, Inc. (26 Broadway, New York, New York
10007).
"REGULAR CERTIFICATES": The Class A Certificates, Class B Certificates
and Class X Certificates.
"RESERVE FUND": The fund established pursuant to Section 6(a) hereof
and to be applied to the Class A Certificates and the Class B Certificates as a
portion of the Available Distribution. The Reserve Fund shall be deemed to be a
"Reserve Fund" as such term is defined in the Standard Terms.
"RESERVE FUND DRAW AMOUNT": On any Distribution Date, the lesser of (i)
the amount on deposit in the Reserve Fund, and (ii) the amount by which the
aggregate amount due Certificateholders in Sections 5(b)(i) through 5(b)(xiii)
hereof exceeds the Available Distribution (excepting the portion of the
Available Distribution, if any, attributable to the Reserve Fund Draw Amount)
for such Distribution Date.
"RESERVE FUND REQUIRED AMOUNT": 0.50% of the Pool Scheduled Principal
Balance of the Assets as of the Cut-off Date.
"RESIDUAL CERTIFICATES": The Class R Certificates or, following the
division of the Class R Certificates into two separately transferable,
certificated and fully registered certificates in accordance with Section 11(b)
hereof, the Class R-1 Certificates and Class R-2 Certificates.
"RULE 144A CERTIFICATES": The Class B-1, Class B-2, Class X and Residual
Certificates.
"SENIOR CERTIFICATES": The Class A-1, Class A-2, Class A-3, Class A-4 and
Class A-5 Certificates.
"SENIOR SUBACCOUNTS": The Class A-1, Class A-2, Class A-3, Class A-4 and
Class A-5 Subaccounts.
"SERVICING FEE RATE": 1.00% per annum.
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"SUBACCOUNT": Each of the following eight subaccounts established solely
for purposes of the REMIC Provisions by the Trustee, which have the Pass-Through
Rates and initial Subaccount Principal Balances set forth below:
INITIAL
PASS-THROUGH SUBACCOUNT
SUBACCOUNT RATE PRINCIPAL BALANCE
---------- ---- -----------------
A-1 (1) $50,300,000
A-2 (1) $46,970,000
A-3 (1) $35,400,000
A-4 (1) $20,900,000
A-5 (1) $55,614,000
A-6 (1) $23,695,000
B-1 (1) $25,726,000
B-2 (1) $12,186,224
(1) The Pass-Through Rate on each Subaccount for any Distribution Date
shall be equal to the Weighted Average Net Asset Rate.
The final scheduled Distribution Date for each Subaccount is the April
2027 Distribution Date.
"SUBACCOUNT PRINCIPAL BALANCE": With respect to each Subaccount, on any
date of determination, the amount identified as the "Initial Subaccount
Principal Balance" of such Subaccount in the definition of "Subaccount" above,
minus all amounts allocated to such Subaccount in reduction of its Subaccount
Principal Balance pursuant to Sections 5(a) and 7 hereof.
"SUBORDINATED CERTIFICATES": The Class A-6, Class B-1, Class B-2, Class X
and Residual Certificates.
"TRUSTEE": PNC Bank, National Association, not in its individual
capacity but solely as Trustee under this Pooling and Servicing Agreement, or
any successor trustee appointed as herein provided. Notices to the Trustee shall
be sent to Corporate Trust Department, 1700 Market Street, Suite 1412,
Philadelphia, PA 19103, Attn: OMI Trust 1996-C (the "Corporate Trust Office"),
or its successor in interest.
"TRUST REMIC": Each of the Pooling REMIC and the Issuing REMIC.
"UNDERWRITERS": CS First Boston Corporation (whose address is Park Avenue
Plaza, 55 East 52nd Street, New York, NY 10055), and Goldman, Sachs & Co. (whose
address is 85 Broad Street, New York, NY 10004).
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"WEIGHTED AVERAGE NET ASSET RATE": With respect to any Distribution
Date, the weighted average of the Asset Rates applicable to the Monthly Payments
that were due during the related Collection Period on Assets that were
Outstanding at the beginning of the related Prepayment Period, less the
Servicing Fee Rate.
"WRITEDOWN AMOUNT": With respect to each Distribution Date, the amount,
if any, by which (i) the aggregate Certificate Principal Balance of all the
Certificates, after all distributions have been made on the Certificates on such
Distribution Date pursuant to Section 5(b) hereof, exceeds (ii) the Pool
Scheduled Principal Balance of the Assets for the next Distribution Date.
"WRITEDOWN INTEREST AMOUNT": With respect to each Distribution Date and
each Class of Subordinated Certificates, interest accrued during the related
Interest Accrual Period at the applicable Pass-Through Rate on any related
Outstanding Certificate Writedown Amount. With respect to each Distribution Date
and each Corresponding Subaccount, interest accrued during the related Interest
Accrual Period on any related Outstanding Subaccount Writedown Amount at the
Pass-Through Rate applicable to the Corresponding Certificates.
SECTION 3. CERTIFICATES.
The aggregate initial principal amount of Certificates that may be
executed and delivered under this Pooling and Servicing Agreement is limited to
$270,791,224, except for Certificates executed and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Certificates pursuant
to Sections 5.04 or 5.07 of the Standard Terms. The Certificates shall be issued
in ten Classes having the designations, initial Certificate Principal Balances,
Pass-Through Rates and Final Scheduled Distribution Dates set forth or described
below:
INITIAL FINAL
CERTIFICATE SCHEDULED
PRINCIPAL PASS THROUGH DISTRIBUTION
DESIGNATION BALANCE RATE DATE
A-1 $50,300,000 (1) April 15, 2027
A-2 $46,970,000 6.45% April 15, 2027
A-3 $35,400,000 6.75% April 15, 2027
A-4 $20,900,000 7.00% April 15, 2027
A-5 $55,614,000 7.35% April 15, 2027
A-6 $23,695,000 7.65% April 15, 2027
B-1 $25,726,000 (2) April 15, 2027
B-2 $12,186,224 (3) April 15, 2027
X (4) (4) April 15, 2027
R (5) (5) April 15, 2027
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(1) The Pass-Through Rate on the Class A-1 Certificates for
any Distribution Date shall be the per annum rate equal to the lesser
of One-Month LIBOR, as determined (except for the initial Distribution
Date) on the Floating Rate Determination Date, plus 0.11% or the
Weighted Average Net Asset Rate. For the initial Distribution Date, the
Pass-Through Rate for the Class A-1 Certificates will be 5.485% per
annum, and the initial Interest Accrual Period for the Class A-1
Certificates commences on the Closing Date and ends on November 14,
1996.
(2) The Pass-Through Rate on the Class B-1 Certificates for
any Distribution Date shall be equal to the lesser of (i) 7.96% per
annum or (ii) the Weighted Average Net Asset Rate.
(3) The Pass-Through Rate on the Class B-2 Certificates for
any Distribution Date shall be equal to the lesser of (i) 9.31% per
annum or (ii) the Weighted Average Net Asset Rate.
(4) The Class X Certificates shall have no Certificate
Principal Balance and no Pass-Through Rate. The Class X Certificates
will represent the right to receive, on each Distribution Date, the
applicable Class X Strip Amount and any Class X Carryover Strip Amount.
(5) The Class R Certificates shall have no Certificate
Principal Balance and no Pass-Through Rate, and shall represent the
residual interest in both the Pooling REMIC and the Issuing REMIC.
Following the division of the Class R Certificates into two separately
transferable, certificated and fully registered certificates in
accordance with Section 11(b) hereof, the Class R-1 and Class R-2
Certificates shall have no Certificate Principal Balances and no
Pass-Through Rates and shall represent the residual interest in the
Issuing REMIC and the Pooling REMIC, respectively.
SECTION 4. DENOMINATIONS.
The Book-Entry Certificates will be registered as one or more certificates
in the name of the Clearing Agency or its nominee. Beneficial interests in the
Book-Entry Certificates will be held by the Beneficial Owners through the
book-entry facilities of the Clearing Agency, in minimum denominations of
$25,000 and integral multiples of $1,000 in excess thereof, except that one
Certificate of each such Class may be issued in a different denomination that
evidences the remainder of the aggregate initial Certificate Principal Balance
of each Class.
The Class B, Class X and Residual Certificates will be issued in
certificated, fully-registered form. The Class B Certificates will be issued in
minimum denominations of $100,000 and integral multiples of $1,000 in excess
thereof, except that one Certificate may be issued in a different denomination
that evidences the remainder of the aggregate initial Certificate Principal
Balance of such Class. The Class X Certificates and the Residual Certificates
will be issued in minimum Percentage Interests equal to 10%.
SECTION 5. DISTRIBUTIONS.
(a) On each Distribution Date, the Trustee (or the Paying Agent on
behalf of the Trustee) shall allocate the Available Distribution to the various
Subaccounts, and, where applicable, OAC, to the extent of the amount thereof
remaining after application pursuant to clauses (1) through (4) of Section 4.03
of the Standard Terms, in the following manner and in the following order of
priority:
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(i) First, concurrently, to each Senior Subaccount, (A) first,
its Priority Interest Amount for such Distribution Date, with the
Available Distribution being allocated among the Senior Subaccounts
pro rata based on their respective Priority Interest Amount, 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 Priority Interest Amounts and then to pay such
overdue Priority Interest Amounts, in each case with the Available
Distribution being allocated among the Senior Subaccounts pro rata
based on their respective Carryover Interest Amounts;
(ii) Second, to the Class A-6 Subaccount, (A) first, the
related Priority Interest 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 Priority Interest Amounts and then to pay such overdue
Priority Interest Amounts;
(iii) Third, to the Class B-1 Subaccount, (A) first, the
related Priority Interest 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 Priority Interest Amounts and then to pay such overdue
Priority Interest Amounts;
(iv) Fourth, to the Class B-2 Subaccount, the related Priority
Interest Amount for such Distribution Date;
(v) Fifth, to the Class A Subaccounts, (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 Percentage of the Principal
Distribution Amount, in either case allocated in the following
sequential order:
(1) First, to the Class A-1 Subaccount in reduction
of the Subaccount Principal Balance of such Subaccount, until
it has been reduced to zero;
(2) Second, to the Class A-2 Subaccount in reduction
of the Subaccount Principal Balance of such Subaccount, until
it has been reduced to zero;
(3) Third, to the Class A-3 Subaccount in reduction
of the Subaccount Principal Balance of such Subaccount, until
it has been reduced to zero;
(4) Fourth, to the Class A-4 Subaccount in reduction
of the Subaccount Principal Balance of such Subaccount, until
it has been reduced to zero;
(5) Fifth, to the Class A-5 Subaccount in reduction
of the Subaccount Principal Balance of such Subaccount, until
it has been reduced to zero; and
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(6) Sixth, to the Class A-6 Subaccount in reduction
of the Subaccount Principal Balance of such Subaccount, 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
Subaccount Principal Balance of the Senior Subaccounts
immediately prior to such Distribution Date, the Principal
Distribution Amount or applicable percentage thereof will be
allocated among the Senior Subaccounts pro rata based upon
their respective Subaccount Principal Balances;
(vi) Sixth, to the Class A-6 Subaccount, (A) first, any related
Writedown Interest Amount for such Distribution Date, and (B) second,
any related Carryover Writedown Interest Amount for such Distribution
Date;
(vii) Seventh, to the Class B-1 Subaccount, (A) first, any
related Writedown Interest Amount for such Distribution Date, and (B)
second, any related Carryover Writedown Interest Amount for such
Distribution Date;
(viii) Eighth, to the Class B-2 Subaccount, (A) first, any
related Writedown Interest Amount for such Distribution Date, and (B)
second, any related Carryover Writedown Interest Amount for such
Distribution Date;
(ix) Ninth, to the Class A-6 Subaccount, any Outstanding Subaccount
Writedown Amount for such Subaccount and Distribution Date;
(x) Tenth, (A) if the Class B Cross-over Date has occurred and
the Class B Principal Distribution Tests are met for such Distribution
Date, to the Class B-1 Subaccount, any Outstanding Subaccount
Writedown Amount for such Subaccount and Distribution Date; or (B) if
the Class B Cross-over Date has not yet occurred or the Class B
Principal Distribution Tests are not met for such Distribution Date,
any Outstanding Subaccount Writedown Amount for such Subaccount and
Distribution Date shall be distributed pursuant to clause (v) above;
(xi) Eleventh, (A) if the Class B Cross-over Date has occurred
and the Class B Principal Distribution Tests are met for such
Distribution Date, to the Class B-2 Subaccount, any Outstanding
Subaccount Writedown Amount for such Subaccount and Distribution Date;
or (B) if the Class B Cross-over Date has not yet occurred or the
Class B Principal Distribution Tests are not met for such Distribution
Date, any Outstanding Subaccount Writedown Amount for such Subaccount
and Distribution Date shall be distributed pursuant to clause (v)
above;
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(xii) Twelfth, to the Class B Subaccounts, (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 A Principal
Balance has been or is reduced to zero on or before such Distribution
Date, the entire Principal Distribution Amount (less the portion
thereof, if any, distributed pursuant to clause (v) above), in either
case allocated between the Class B-1 and Class B-2 Subaccounts pro
rata based upon their respective Subaccount Principal Balances
(provided, however, if the Class A-6 Subaccount Principal Balance has
not been reduced to zero on or prior to such Distribution Date, then
amounts distributable pursuant to this clause (xii) shall be allocated
solely to the Class B-1 Subaccount to the extent that allocation of
such amounts to the Class B-2 Subaccount would reduce the Class B-2
Subaccount Principal Balance below the Class B-2 Floor Amount), but
distributable on any Distribution Date first to the Class B-1
Subaccount and thereafter to the Class B-2 Subaccount;
(xiii) Thirteenth, to the Class B-2 Subaccount, any related
Carryover Interest Amount for such Distribution Date, allocated first
to pay all interest accrued and unpaid on overdue Priority Interest
Amounts and then to pay such overdue Priority Interest Amounts;
(xiv) Fourteenth, to each Subaccount, (i) first, its Carryover
Non-Priority Interest Amount for such Distribution Date and (ii)
second, its Non-Priority Interest Amount for such Distribution Date,
in each case with the Available Distribution being allocated among the
Subaccounts PRO RATA based upon their respective Subaccount Principal
Balances; PROVIDED, HOWEVER, that the aggregate amount allocated
pursuant to this clause (xiv) shall not exceed the amounts deposited
to the Reserve Fund, the Class A-6 Liquidity Account, the Class B-1
Liquidity Account, and the Class B-2 Liquidity Account pursuant to
clause (xiv) of Section 5(b) hereof.
(xv) Fifteenth, if OAC 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 Date remaining unpaid;
(xvi) Sixteenth, to each Subaccount, (i) first, to the extent
not allocated pursuant to clause (xiv) of this Section 5(a), its
Carryover Non-Priority Interest Amount for such Distribution Date and
(ii) second, to the extent not allocated pursuant to clause (xvi) of
this Section 5(a), its Non-Priority Interest Amount for such
distribution date, in each case with the Available Distribution being
allocated among the Subaccounts pro rata based upon their respective
Subaccount Principal Balances; and
(xvii) Seventeenth, any remainder to the Holders of the Pooling
REMIC Residual Interest.
(b) On each Distribution Date, after all Subaccount allocations have
been made as described in Section 5(a) above and Section 6 below, the
Trustee (or the Paying Agent on behalf
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of the Trustee) shall withdraw all amounts allocated to the various Subaccounts,
and shall distribute such amounts in the following manner and in the following
order of priority:
(i) 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, 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;
(ii) Second, to the Class A-6 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;
(iii) 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;
(iv) Fourth, to the Class B-2 Certificates, the related
Interest Distribution Amount for such Distribution Date;
(v) Fifth, to the Class A 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 Percentage of the Principal
Distribution Amount, in either case allocated in the following
sequential order:
(1) First, to the Class A-1 Certificates in
reduction of the Certificate Principal Balance of such Class,
until it has been reduced to zero;
(2) Second, to the Class A-2 Certificates 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 in
reduction of the Certificate Principal Balance of such Class,
until it has been reduced to zero;
(4) Fourth, to the Class A-4 Certificates in
reduction of the Certificate Principal Balance of such Class,
until it has been reduced to zero;
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(5) Fifth, to the Class A-5 Certificates in
reduction of the Certificate Principal Balance of such Class,
until it has been reduced to zero; and
(6) Sixth, to the Class A-6 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 principal balances;
(vi) Sixth, to the Class A-6 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;
(vii) Seventh, 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;
(viii) Eighth, 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;
(ix) Ninth, to the Class A-6 Certificates, any Outstanding
Certificate Writedown Amount for such Class and Distribution Date;
(x) Tenth, (A) if the Class B Cross-over Date has occurred and
the Class B Principal Distribution Tests are met for such Distribution
Date, to the Class B-1 Certificates, any Outstanding Certificate
Writedown Amount for such Class and Distribution Date; or (B) if the
Class B Cross-over Date has not yet occurred or the Class B Principal
Distribution Tests are not met for such Distribution Date, any
Outstanding Certificate Writedown Amount for such Class and
Distribution Date shall be distributed pursuant to clause (v) above;
(xi) Eleventh, (A) if the Class B Cross-over Date has occurred
and the Class B Principal Distribution Tests are met for such
Distribution Date, to the Class B-2 Certificates, any Outstanding
Certificate Writedown Amount for such Class and Distribution Date; or
(B) if the Class B Cross-over Date has not yet occurred or the Class B
Principal Distribution Tests are not met for such Distribution Date,
any Outstanding Certificate Writedown Amount for such Class and
Distribution Date shall be distributed pursuant to clause (v) above;
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(xii) Twelfth, to the Class B Certificates, (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 A Principal
Balance has been or is reduced to zero on or before such Distribution
Date, the entire Principal Distribution Amount (less the portion
thereof, if any, distributed pursuant to clause (v) above), in either
case allocated between the Class B-1 and Class B-2 Certificates pro
rata based upon their respective Certificate Principal Balances
(provided, however, if the Class A-6 Certificate Principal Balance has
not been reduced to zero on or prior to such Distribution Date, then
amounts distributable pursuant to this clause (xii) shall be allocated
solely to the Class B-1 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), but
distributable on any Distribution Date first to the Class B-1
Certificates and thereafter to the Class B-2 Certificates;
(xiii) Thirteenth, to the Class B-2 Certificates, 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;
(xiv) Fourteenth, to the Reserve Fund, the Class A-6 Liquidity
Account, the Class B-1 Liquidity Account and the Class B-2 Liquidity
Account in the following sequential order:
(1) to the Reserve Fund until the amount on deposit
therein equals the Reserve Fund Required Amount;
(2) to the Class A-6 Liquidity Account until the
amount on deposit therein equals the Class A-6 Liquidity
Account Required Amount; and
(3) to the Class B Liquidity Account until the amount
on deposit therein equals the Class B Liquidity Account
Required Amount, in the following sequential order;
(A) first, to the Class B-1 Liquidity
Account until the amount on deposit therein equals
the Class B-1 Liquidity Account Required Amount; and
(B) second, to the Class B-2 Liquidity
Account until the amount on deposit therein equals
the Class B-2 Liquidity Account Required Amount;
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(xv) Fifteenth, to the Class X Certificates, in the following
sequential order:
(1) the current Class X Strip Amount; and
(2) any Class X Carryover Strip Amount; and
(xvi) Sixteenth, any remainder to the holders of the Issuing REMIC
Residual Interest.
(c) All distributions or allocations made with respect to each Class
on each Distribution Date shall be allocated pro rata among the outstanding
Certificates of such Class based on their respective Percentage Interests. So
long as the Book-Entry Certificates are registered in the name of a Clearing
Agency or its nominee, the Trustee shall make all distributions or allocations
on such Certificates by wire transfers of immediately available funds to the
Clearing Agency or its nominee. In the case of Certificates issued in
fully-registered, certificated form, payment shall be made either (i) by check
mailed to the address of each Certificateholder as it appears in the Certificate
Register on the Record Date immediately prior to such Distribution Date or (ii)
by wire transfer of immediately available funds to the account of a Holder at a
bank or other entity having appropriate facilities therefor, if such Holder
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date and such Holder
is (A) with respect to the Class B Certificates, the registered owner of Class B
Certificates with an aggregate initial Certificate Principal Balance of at least
$1,000,000, (B) with respect to any Class A Certificates issued after the
Closing Date in certificated, fully-registered form, the registered owner of
Class A Certificates with an aggregate initial Certificate Principal Balance of
at least $5,000,000, and (C) with respect to the Residual Certificates or Class
X Certificates, the registered owner of the Residual Certificates or Class X
Certificates evidencing an aggregate Percentage Interest of at least 50%. The
Trustee may charge any Holder its standard wire transfer fee for any payment
made by wire transfer. Final distribution on the Certificates will be made only
upon surrender of the Certificates at the offices of the Trustee set forth in
the notice of such final distribution sent by the Trustee to all
Certificateholders pursuant to Section 9.01 of the Standard Terms.
(d) (1) Any amounts remaining in the Distribution Account on any
Distribution Date after all allocations and distributions required to be made by
this Pooling and Servicing Agreement have been made, and any amounts remaining
in the Pooling REMIC after payment in full of all of the Regular Interests
therein and any administrative expenses associated with the Trust, will be
distributed to the Holders of the Pooling REMIC Residual Interest.
(2) Any amounts remaining in the Subaccounts on any Distribution Date
after all distributions required to be made by this Pooling and Servicing
Agreement have been made, and any amounts remaining in the Issuing REMIC after
payment in full of the Regular Interests therein and any administrative expenses
associated with the Trust, will be distributed to the Holders of the Issuing
REMIC Residual Interest.
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SECTION 6. RESERVE FUND, CLASS A-6 LIQUIDITY ACCOUNT AND CLASS B LIQUIDITY
ACCOUNT.
(a)(1) A Reserve Fund is hereby established as part of the Trust
Estate. The Reserve Fund shall be an asset of the Issuing REMIC. The Trustee
shall hold the Reserve Fund and maintain its status at all times as an Eligible
Account. The account for the Reserve Fund shall be in the name of the Trustee,
or shall be designated in a manner that reflects that all funds in such account
are held in trust for the benefit of the Trustee. The Trustee shall invest all
amounts on deposit in the Reserve Fund in Eligible Investments as directed in
writing by the holders of a majority in interest (by Percentage Interest) of the
Issuing REMIC Residual Interest. All net income and gain, if any, from such
investments shall become funds available in the Reserve Fund. All loss, if any,
from such investments shall become a charge to the Reserve Fund.
(2) On each Distribution Date the Trustee shall withdraw from the
Reserve Fund the amount of the Reserve Fund Draw Amount, if any, for such
Distribution Date, if the Available Distribution (excepting the portion of the
Available Distribution attributable to the Reserve Fund Draw Amount) otherwise
distributable on such Distribution Date is less than the aggregate amount due
Certificateholders in accordance with clauses (i) through (xiii) under Section
5(b) hereof. Such Reserve Fund Draw Amount, if any, will be applied on the Class
A and Class B Certificates as part of the Available Distribution in accordance
with clauses (i) through (xiii) under Section 5(b) hereof (in that order).
(3) If, after the disbursement of the related Reserve Fund Draw
Amount, if any, in accordance with Section 6(a)(2) above on any Distribution
Date other than the final Distribution Date, the amount on deposit in the
Reserve Fund exceeds the Reserve Fund Required Amount, the amount of such excess
shall be withdrawn and distributed first to the Class A-6 Liquidity Account,
until the amount on deposit therein equals the Class A-6 Liquidity Account
Required Amount, next to the Class B-1 Liquidity Account, until the amount on
deposit therein equals the Class B-1 Liquidity Account Required Amount, next to
the Class B-2 Liquidity Account, until the amount on deposit therein equals the
Class B-2 Liquidity Account Required Amount, next to the holders of the Class X
Certificates in reduction of any unpaid Class X Strip Amounts (such amounts to
be distributed first in reduction of the Class X Strip Amount for such
Distribution Date, to the extent not previously distributed, and next in
reduction of any Class X Carryover Strip Amount for such Distribution Date, to
the extent not previously distributed), and then to the holders of the Issuing
REMIC Residual Interest.
(4) On the final Distribution Date, after the disbursement of the
Reserve Fund Draw Amount, if any, in accordance with Section 6(a)(2) above, the
amount, if any, on deposit in the Reserve Fund will be withdrawn by the Trustee
and distributed in the following order of priority: (i) first, to the Class A-6
Certificates, the Class B-1 Certificates and the Class B-2 Certificates, in that
order, in reduction of any remaining Outstanding Certificate Writedown Amounts
relating thereto, with such amount being allocated to reduce any related
Outstanding Certificate Writedown Amount to zero; (ii) next, to the holders of
the Class X Certificates in reduction of any unpaid Class X Strip Amounts (such
amounts to be distributed first in reduction of the Class X Strip Amount for
such Distribution Date, to the extent not previously distributed, and next in
reduction of any Class X Carryover Strip Amount for such Distribution Date, to
the
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extent not previously distributed); and (iii) finally, to the holders of the
Issuing REMIC Residual Interest, whereupon the Reserve Fund shall be terminated.
(b)(1) A Class A-6 Liquidity Account is hereby established as part of
the Trust Estate. The Class A-6 Liquidity Account shall be an asset of the
Issuing REMIC. The Trustee shall hold the Class A-6 Liquidity Account and
maintain its status at all times as an Eligible Account. The account for the
Class A-6 Liquidity Account shall be in the name of the Trustee, or shall be
designated in a manner that reflects that all funds in such account are held in
trust for the benefit of the Trustee. The Trustee shall invest all amounts on
deposit in the Class A-6 Liquidity Account in Eligible Investments as directed
in writing by the holders of a majority in interest (by Percentage Interest) of
the Issuing REMIC Residual Interest. All net income and gain if any, from such
investments shall become funds available in the Class A-6 Liquidity Account. All
loss, if any, from such investments shall become a charge to the Class A-6
Liquidity Account.
(2) On each Distribution Date, after the amounts allocated to the
various Subaccounts have been allocated in accordance with Section 5(b) hereof,
the Trustee shall, in accordance with the related Remittance Report, withdraw
from the Class A-6 Liquidity Account the amount of the Class A-6 Liquidity
Account Draw Amount, if any, for such Distribution Date. Such Class A-6
Liquidity Account Draw Amount, if any, will be applied on the Class A-6
Certificates in accordance with clauses (ii) and (vi) under Section 5(b) hereof
(in that order).
(3) If, after the disbursement of the related Class A-6 Liquidity
Account Draw Amount, if any, in accordance with Section 6(b)(2) above on any
Distribution Date other than the final Distribution Date, the amount on deposit
in the Class A-6 Liquidity Account exceeds the Class A-6 Liquidity Account
Required Amount, the amount of such excess shall be withdrawn and distributed
first to the Class B-1 Liquidity Account, until the amount on deposit therein
equals the Class B-1 Liquidity Account Required Amount, next to the Class B-2
Liquidity Account, until the amount on deposit therein equals the Class B-2
Liquidity Account Required Amount, next to the holders of the Class X
Certificates in reduction of any unpaid Class X Strip Amounts (such amounts to
be distributed first in reduction of the Class X Strip Amount for such
Distribution Date, to the extent not previously distributed, and next in
reduction of any Class X Carryover Strip Amount for such Distribution Date, to
the extent not previously distributed), and then to the holders of the Issuing
REMIC Residual Interest.
(4) On the final Distribution Date, after the disbursement of the
Class A-6 Liquidity Account Draw Amount, if any, in accordance with Section
6(b)(2) above, the amount, if any, on deposit in the Class A-6 Liquidity Account
will be withdrawn by the Trustee and distributed in the following order of
priority: (i) first, to the Class A-6 Certificates in reduction of any remaining
Outstanding Certificate Writedown Amount relating thereto, with such amount
being allocated to reduce any related Outstanding Certificate Writedown amount
to zero; (ii) next, to the Class B-1 Certificates in reduction of any remaining
Outstanding Certificate Writedown Amount relating thereto, with such amount
being allocated to reduce any related Outstanding Certificate Writedown amount
to zero; (iii) next, to the Class B-2 Certificates in reduction of any remaining
Outstanding Certificate Writedown Amount relating thereto, with such amount
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being allocated to reduce any related Outstanding Certificate Writedown amount
to zero; (iv) next, to the holders of the Class X Certificates in reduction of
any unpaid Class X Strip Amounts (such amounts to be distributed first in
reduction of the Class X Strip Amount for such Distribution Date, to the extent
not previously distributed, and next in reduction of any Class X Carryover Strip
Amount for such Distribution Date, to the extent not previously distributed);
and (v) finally, to the holders of the Issuing REMIC Residual Interest,
whereupon the Class A-6 Liquidity Account shall be terminated.
(c)(1) The Class B-1 Liquidity Account and the Class B-2 Liquidity
Account are hereby established as part of the Trust Estate. The Class B-1
Liquidity Account and the Class B-2 Liquidity Account collectively constitute
the Class B Liquidity Account. The Class B Liquidity Account shall be an asset
of the Issuing REMIC. The Trustee shall hold the Class B-1 Liquidity Account and
the Class B-2 Liquidity Account and maintain the status of each at all times as
an Eligible Account. The account for each of the Class B-1 Liquidity Account and
the Class B-2 Liquidity Account shall be in the name of the Trustee, or shall be
designated in a manner that reflects that all funds in such accounts are held in
trust for the benefit of the Trustee. The Trustee shall invest all amounts on
deposit in the Class B-1 Liquidity Account or the Class B-2 Liquidity Account in
Eligible Investments as directed in writing by the holders of a majority in
interest (by Percentage Interest) of the Issuing REMIC Residual Interest. All
net income and gain, if any, from such investments shall become funds available
in the Class B-1 Liquidity Account or the Class B-2 Liquidity Account, as the
case may be. All loss, if any, from such investments shall become a charge to
the Class B-1 Liquidity Account or the Class B-2 Liquidity Account, as the case
may be.
(2) On each Distribution Date, after the amounts allocated to the
various Subaccounts have been allocated in accordance with Section 5(b) hereof,
the Trustee shall, in accordance with the related Remittance Report, withdraw
from the Class B-1 Liquidity Account the amount of the Class B-1 Liquidity
Account Draw Amount, if any, for such Distribution Date. Such Class B-1
Liquidity Account Draw Amount, if any, will be applied on the Class B-1
Certificates in accordance with clauses (iii) and (vii) under Section 5(b)
hereof (and in that order).
(3) On each Distribution Date, after the amounts allocated to the
various Subaccounts have been allocated in accordance with Section 5(b) hereof,
the Trustee shall, in accordance with the related Remittance Report, withdraw
from the Class B-2 Liquidity Account the amount of the Class B-2 Liquidity
Account Draw Amount, if any, for such Distribution Date. Such Class B-2
Liquidity Account Draw Amount, if any, will be applied on the Class B-2
Certificates in accordance with clauses (iv), (viii) and (xiii) under Section
5(b) hereof (and in that order).
(4) If, after the disbursement of the related Class B-1 Liquidity
Account Draw Amount and Class B-2 Liquidity Account Draw Amount, if any, in
accordance with Sections 6(c)(2) and 6(c) (3) above on any Distribution Date
other than the final Distribution Date, the amount on deposit in the Class B-1
Liquidity Account exceeds the Class B-1 Liquidity Account Required Amount or the
amount on deposit in the Class B-2 Liquidity Account exceeds the Class B-2
Liquidity Account Required Amount, the amount of such excess shall be withdrawn
and distributed in the following order of priority; first, (in the case of the
Class B-1 Liquidity
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Account) to the Class B-2 Liquidity Account, until the amount on deposit therein
equals the Class B-2 Liquidity Account Required Amount, next to the holders of
the Class X Certificates in reduction of any unpaid Class X Strip Amounts (such
amounts to be distributed first in reduction of the Class X Strip Amount for
such Distribution Date, to the extent not previously distributed, and next in
reduction of any Class X Carryover Strip Amount for such Distribution Date, to
the extent not previously distributed), and then to the holders of the Issuing
REMIC Residual Interest.
(5) On the final Distribution Date, after the disbursement of the
Class B-1 Liquidity Account Draw Amount and the Class B-2 Liquidity Account Draw
Amount, if any, in accordance with Sections 6(c)(2) and 6(c)(3) above, the
amount, if any, on deposit in the Class B-1 Liquidity Account and the Class B-2
Liquidity Account will be withdrawn by the Trustee and distributed in the
following order of priority: (i) first, to the Class B-1 Certificates and Class
B-2 Certificates, each as the case may be, in reduction of any remaining
Outstanding Certificate Writedown Amounts relating thereto, to reduce any
related Outstanding Certificate Writedown Amount to zero; (ii) next, in the case
of the Class B-1 Liquidity Account, to the Class B-2 Certificates in reduction
of any remaining Outstanding Certificate Writedown Amount relating thereto, with
such amount being allocated to reduce any related Outstanding Certificate
Writedown amount to zero; (iii) next, to the holders of the Class X Certificates
in reduction of any unpaid Class X Strip Amounts (such amounts to be distributed
first in reduction of the Class X Strip Amount for such Distribution Date, to
the extent not previously distributed, and next in reduction of any Class X
Carryover Strip Amount for such Distribution Date, to the extent not previously
distributed); and (iv) finally, to the holders of the Issuing REMIC Residual
Interest, whereupon the Class B-1 Liquidity Account and the Class B-2 Liquidity
Account each shall be terminated.
SECTION 7. ALLOCATION OF WRITEDOWN AMOUNTS.
On each Distribution Date, after all required distributions have been
made on the Certificates pursuant to Sections 5 and 6 above, the Writedown
Amount, if any, shall be allocated on such Distribution Date in the following
manner and in the following order of priority:
(a) First, to the Class B-2 Certificates and to the Class B-2
Subaccount, to be applied in reduction of the Certificate Principal
Balance of such Class and the Subaccount Principal Balance of such
Subaccount, respectively, until the Certificate Principal Balance has
been reduced to zero;
(b) Second, to the Class B-1 Certificates and to the Class B-1
Subaccount, to be applied in reduction of the Certificate Principal
Balance of such Class and the Subaccount Principal Balance of such
Subaccount, respectively, until the Certificate Principal Balance has
been reduced to zero; and
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(c) Finally, to the Class A-6 Certificates and to the Class A-6
Subaccount, to be applied in reduction of the Certificate Principal
Balance of such Class and the Subaccount Principal Balance of such
Subaccount, respectively, until they have been reduced to zero.
SECTION 8. REMITTANCE REPORTS.
(a) The Remittance Report for each Distribution Date shall identify
the following items, in addition to the items specified in Section 4.01 of the
Standard Terms:
(1) the Interest Distribution Amount for each Class of the
Certificates for such Distribution Date (which shall equal the
Priority Interest Amount for the Corresponding Subaccount) 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;
(2) the amount to be distributed on such Distribution Date on
each Class of the Certificates to be applied to reduce the Certificate
Principal Balance of such Class (which will be equal to the amount to
be allocated on such Distribution Date on the Corresponding Subaccount
to be applied to reduce the Subaccount Principal Balance of such
Subaccount), separately identifying any portion of such amount
attributable to any prepayments;
(3) the aggregate amount, if any, to be distributed on the
Residual Certificates;
(4) the amount of any Writedown Amounts to be allocated to
reduce the Certificate Principal Balance of any Class of Subordinated
Certificates (which will be equal to the amount of any Writedown
Amount to be allocated to the Corresponding Subaccount) on such
Distribution Date;
(5) (a) the amount of any Reserve Fund Draw Amount, any Class
A-6 Liquidity Account Draw Amount, any Class B-1 Liquidity Account
Draw Amount and any Class B-2 Liquidity Account Draw Amount for such
Distribution Date, (b) the amount to be deposited into the Reserve
Fund, the Class A-6 Liquidity Account, the Class B-1 Liquidity Account
and the Class B-2 Liquidity Account pursuant to clause (xiv) under
Section 5(b) above, and (c) the amount on deposit in the Reserve Fund,
the Class A-6 Liquidity Account and the Class B-2 Liquidity Account
both immediately before and immediately after the Distribution Date;
(6) the Certificate Principal Balance of each Class of the
Certificates (which will be equal to the Subaccount Principal Balance
of the Corresponding Subaccount) after giving effect to the
distributions to be made (and any Writedown Amounts to be allocated)
on such Distribution Date;
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(7) the aggregate Interest Distribution Amount remaining
unpaid, if any, and the aggregate Carryover Interest Amount remaining
unpaid, if any, for each Class of Certificates (which will be equal to
the Priority Interest Amount and Carryover Interest Amount remaining
unpaid on the Corresponding Subaccount), after giving effect to all
distributions to be made on such Distribution Date;
(8) the amount of any Outstanding Certificate Writedown Amount,
if any, with respect to each Class of Certificates (which will be
equal to the Outstanding Subaccount Writedown Amount with respect to
the Corresponding Subaccount), after giving effect to all
distributions to be made (and any Writedown Amount to be allocated) on
such Distribution Date; and
(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 (which will
be equal to such amounts remaining unpaid on the Corresponding
Subaccount), after giving effect to all distributions to be made on
such Distribution Date.
In the case of information furnished pursuant to clauses (1), (2) and
(3) above, the amounts shall be expressed, with respect to any Class A or Class
B Certificate, as a dollar amount per $1,000 denomination.
(b) In addition to mailing a copy of the related Remittance Report to
each Certificateholder on each Distribution Date in accordance with Section 4.01
of the Standard Terms, on each Distribution Date, the Trustee shall mail a copy
of the related Remittance Report to each Underwriter (to the attention of the
person, if any, reported to the Trustee by the applicable Underwriter) and to
The Bloomberg (to the address and to the person, if any specified to the Trustee
by CS First Boston Corporation). The Trustee shall not be obligated to mail any
Remittance Report to The Bloomberg unless and until CS First Boston Corporation
shall have notified the Trustee in writing of the name and address to which such
reports are to be mailed, which notice, once delivered, will be effective for
all Distribution Dates after the date such notice is received by the Trustee
unless and until superseded by a subsequent notice.
SECTION 9. LIMITED RIGHT OF SERVICER TO RETAIN SERVICING FEES FROM COLLECTIONS.
The Servicer may retain its Servicing Fee and any other servicing
compensation provided for herein and in the Standard Terms from gross interest
collections on the Assets prior to depositing such collections into the
Certificate Account; provided, however, that OAC as Servicer may only so retain
its Servicing Fee in respect of a Distribution Date from gross interest
collections on the Assets to the extent that the amounts on deposit in the
Certificate Account and attributable to the Available Distribution for such
Distribution Date exceed the sum of all amounts to be allocated and distributed
on such Distribution Date pursuant to clauses (i) through (xiv) under Section
5(b) hereof.
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SECTION 10. MODIFICATIONS OF STANDARD TERMS.
The following modifications to the Standard Terms shall be in effect
with respect to the Certificates only.
(a) Section 1.01 of the Standard Terms is hereby amended as
follows:
(i) the definition of "Available Distribution" is hereby
amended by deleting the definition thereof and replacing such
definition in its entirety as follows:
"AVAILABLE DISTRIBUTION": For each
Distribution Date for a Series of Certificates, (1)
(z) the amount on deposit in the related Distribution
Account at the commencement of business on such
Distribution Date and (y) the Reserve Fund Draw
Amount, if any, for such Distribution Date, less (2)
the amounts distributable from the Distribution
Account in accordance with clauses (1) through (4) of
Section 4.03(a) hereof.
(ii) the definition of "Contract Documents" is hereby
amended by deleting the final paragraph thereof and replacing
such paragraph in its entirety as follows:
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
(c) of the foregoing paragraph: (i) 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); (ii) if
the Mortgage does not name the related 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 related 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); (iii) a
copy of the power of attorney delivered by the Seller
to the Trustee authorizing the Trustee to execute and
record assignments of Mortgages securing Land Secured
Contracts from the Seller to the Trustee in the event
that recordation of such assignments becomes
necessary for foreclosure on the related Real
Property by or on behalf of the Trustee; and (iv) if
such Land Secured Contract's original principal
balance was $40,000 or greater, a copy of the
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title search report and bring-down thereof (or
evidence of title insurance) with respect to the
related Real Property.
(iii) the definition of "Eligible Investment" is
hereby amended by deleting the word "or" from paragraph (d)
thereof; by adding the word "or" after the semicolon in
paragraph (e) thereof; and by adding a paragraph (f) at the end
thereof to read in its entirety as follows:
(f) money market accounts or money market
mutual funds investing primarily in obligations of
the United States government, and further investing
exclusively in debt obligations, provided, however,
that such money market accounts or money market
mutual funds shall be rated in a rating category
sufficient to support the initial ratings assigned to
a related Series of Certificates.
(iv) the definition of "Interest Accrual Period" is
hereby amended by deleting the definition thereof and replacing
such definition in its entirety as follows:
"INTEREST ACCRUAL PERIOD": With respect to
each Distribution Date (i) for the Class A-1
Certificates, the Class B-1 Certificates and the
Class B-2 Certificates the period commencing on the
15th day of the preceding month through the 14th day
of the month in which such Distribution Date occurs
(except that the first Interest Accrual Period for
(z) the Class A-1 Certificates will be the period
from the Closing Date through November 14, 1996 and
(y) the Class B-1 Certificates and the Class B-2
Certificates will be the period from October 25, 1996
through November 14, 1996) and (ii) for the Class
A-2, Class A-3, Class A-4, Class A-5 and Class A-6
Certificates, the calendar month preceding the month
in which the Distribution Date occurs. 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 Class A- 2 Certificates, Class A-3
Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class B-1
Certificates and Class B-2 Certificates will be
computed on the basis of a 360-day year consisting of
twelve 30-day months.
(v) the definition of "Mortgage Loan Documents" is hereby
amended by adding to the end of paragraph (e) thereof the
following:
and that such Title Insurance Policy is freely
assignable to and will inure to the benefit of the
Trustee (subject to recordation of the related
Assignment of Mortgage).
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<PAGE>
(vi) the words "Servicing Fees and" is hereby deleted
from the two parenthetical phrases included in the
definition of "Due Date Interest Shortfall"; and
(vii) the definition of "Qualified Bank" is restated
as follows:
"QUALIFIED BANK": Any domestic bank not
affiliated with the Seller or OMI (1) having
long-term unsecured debt obligations rated in one of
the two highest rating categories (without modifiers)
of Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc. ("S&P") (and of Fitch
Investors Service, L.P. ("Fitch") if such bank's
long-term unsecured debt obligations are rated by
Fitch) or short-term unsecured debt obligations rated
in S&P's highest applicable rating category (and in
Fitch's highest applicable rating category if such
bank's short-term unsecured debt obligations are
rated by Fitch), (2) having commercial paper or
short-term unsecured debt obligations rated in S&P's
highest applicable rating category (and in Fitch's
highest applicable rating category if such bank's
commercial paper or short-term unsecured debt
obligations are rated by Fitch), or (3) that is
otherwise acceptable to each applicable Rating
Agency.
(b) Section 2.02 of the Standard Terms is hereby amended by the
addition of the following Section 2.02(c)(4) thereto:
(4) Recordation and/or Delivery of Opinions in Certain
Circumstances. (A) If, at any time more than 10% of the Pool Scheduled
Principal Balance is comprised of Mortgage Loans, Seller shall
promptly, but in no event later than sixty (60) days following such
event, either record Assignments of Mortgages or obtain one or more
Opinions of Counsel to the effect that recording is not required to
protect the Trustee's right, title and interest in and to such
Mortgage Loans (or, in case a court should recharacterize the sale of
the Mortgage Loans as a financing, to perfect a first priority
security interest in favor of the Trustee in the related Mortgage
Loan), in either case with respect to a sufficient quantity of
Mortgage Loans so that less than 10% of the Pool Scheduled Principal
Balance is comprised of Mortgage Loans with unrecorded Assignments or
as to which there exists no Opinion of Counsel.
(B) If, at any time the credit rating assigned to Oakwood Homes
Corporation, a North Carolina corporation, by Standard & Poor's Rating
Services, a division of the McGraw-Hill Companies, Inc., is reduced to
less than "BB+", Seller shall either record Assignments of Mortgages
with respect each Mortgage Loan; or obtain one or more Opinions of
Counsel with respect to each Mortgage Loan to the effect that
recording is not required to protect the Trustee's right, title and
interest in and to such Mortgage Loans (or, in case a court should
recharacterize the sale of the Mortgage Loans as a financing, to
perfect a first priority security interest in favor of the Trustee in
the related Mortgage Loan).
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<PAGE>
(C) In the event that, subsequent to the receipt of an Opinion
of Counsel as provided in Section 2.02(c)(4)(A) or (B), the Servicer
is advised that recording is required to protect the right, title and
interest of the Trustee in and to any Mortgage Loan for which
recordation of an Assignment of Mortgage was not previously required,
the Servicer shall promptly notify the Trustee, and the Trustee shall
within five Business Days of its receipt of such notice deliver each
previously unrecorded Assignment of Mortgage to the Servicer for
recordation.
(c) Section 5.02 of the Standard Terms is hereby amended by deleting
the words "be equal to" and replacing it with the words "not be less than" on
the fourth line of the first paragraph thereof.
(d) Section 5.07 of the Standard Terms is hereby amended by deleting
the first sentence thereof in its entirety and replacing it with the following:
If (a) any mutilated Certificate is surrendered to the Trustee or the
Certificate Registrar, or the Trustee and the Certificate Registrar
receive evidence to their satisfaction of the destruction, loss or
theft of any Certificate, and (b) there is delivered to the Trustee
and the Certificate Registrar such security or indemnity as may be
required by them to save each of them harmless (the unsecured
agreement of an Institutional Holder being sufficient for such
purpose), then, in the absence of notice to the Trustee or the
Certificate Registrar that such Certificate has been acquired by a
bona fide purchaser, the Trustee shall execute and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of the same Class, tenor and
denomination or Percentage Interest.
SECTION 11. REMIC ADMINISTRATION.
(a) For purposes of the REMIC Provisions, all of the Certificates
(except the Residual Certificates) will be designated as the "regular interests"
in the Issuing REMIC, the eight Subaccounts will be designated as the "regular
interests" in the Pooling REMIC, the Class R Certificates will be designated as
the "residual interest" in each of the Issuing REMIC and the Pooling REMIC and,
following the division of the Class R Certificates into two separately
transferable, certificated and fully registered certificates in accordance with
Section 11(b) below, the Class R-1 Certificates will be designated as the
"residual interest" in the Issuing REMIC and the Class R-2 Certificates will be
designated as the "residual interest" in the Pooling REMIC.
(b) Upon the request of any registered Holder of a Class R
Certificate, the Trustee shall issue to such Holder two separately transferable,
certificated and fully registered Certificates (a Class R-1 Certificate and a
Class R-2 Certificate), in substantially the forms of EXHIBIT R-1 and EXHIBIT
R-2 attached hereto. In the event that the Class R Certificates are exchanged
for separately transferrable Class R-1 and Class R-2 Certificates: (1) the Class
R-1 Certificates will be designated as the residual interest in the Issuing
REMIC, (2) the Class R-2 Certificates will be designated as the residual
interest in the Pooling REMIC, (3) the Holders of a majority of the Percentage
Interest in the Class R-1 Certificates together with the Holders
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<PAGE>
of a majority of the Percentage Interest in the Class R-2 Certificates will have
the option to make a Terminating Purchase given to the Holders of a majority of
the Percentage Interest in the Residual Certificates pursuant to Section 9.01 of
the Standard Terms, and (4) the restrictions on the transfer of a Residual
Certificate provided in the Standard Terms will apply to both the Class R-1 and
the Class R-2 Certificates.
SECTION 12. AUCTION CALL.
(a) If neither the Servicer nor the Residual Majority exercises its
optional termination right as described in Section 9.01 of the Standard Terms
within 90 days after it first becomes entitled to do so, the Trustee shall use
commercially reasonable efforts to solicit bids for the purchase of all Assets,
REO Properties and Repo Properties remaining in the Trust from no fewer than two
prospective purchasers that it believes to be Qualified Bidders. If OAC is then
the Servicer of the Assets, the solicitation of bids shall be conditioned upon
the continuation of OAC as the servicer of the Assets on terms and conditions
substantially similar to those in the Pooling and Servicing Agreement, except
that it shall not be required to pay compensating interest or make Advances.
(b) If the Trustee receives bids from at least two Qualified Bidders
and the net proceeds of the highest bid are equal to or greater than the
Termination Price, the Trustee shall promptly advise the Servicer of the highest
bid and the terms of purchase, and the Servicer shall have three Business Days,
at its option, to match the terms of such bid. The Trustee shall thereafter sell
the Assets, REO Properties and Repo Properties either (i) to the Servicer, if it
shall so elect, or (ii) to the highest bidder, and in either case the Trustee
shall distribute the net proceeds of such sale in redemption of the Certificates
in compliance with Article IX of the Standard Terms and Section 5 hereof. Any
such sale must also comply with the requirements applicable to a Terminating
Purchase set forth in Section 9.02 of the Standard Terms.
(c) Any costs incurred by the Trustee in connection with such sale
(including without limitation any legal opinions or consents required by Section
9.02 of the Standard Terms) shall be deducted from the bid price of the Assets,
REO Properties and Repo Properties in determining the net proceeds therefrom.
(d) If the Trustee does not obtain bids from at least two Qualified
Bidders, or does not receive a bid such that the net proceeds therefrom would at
least equal the Termination Price, it shall not sell the Assets, REO Properties
and Repo Properties, and shall thereafter have no obligation to attempt to sell
same.
(e) The Servicer shall cooperate with and provide necessary
information to the Trustee in connection with any auction sale as described
herein.
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<PAGE>
SECTION 13. VOTING RIGHTS.
The Voting Rights applicable to the Certificates shall be allocated
0.5% to the Class R Certificates, 0.5% to the Class X Certificates and 99% to
the other Certificates in proportion with their respective Certificate Principal
Balance.
SECTION 14. DETERMINATION OF ONE-MONTH LIBOR.
(a) The Class A-1 Certificates will be entitled to receive on each
Distribution Date interest distributions at the Pass-Through Rate for such Class
as specified in Section 3 hereof.
(b) With respect to the Class A-1 Certificates, One-Month LIBOR shall
be determined as follows:
On each Floating Rate Determination Date, the Servicer will
determine the arithmetic mean of the London Interbank Offered Rate
("LIBOR") quotations for one-month Eurodollar deposits ("One-Month
LIBOR") for the succeeding Interest Accrual Period for the Class A-1
Certificates 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 for the Class A-1
Certificates will be established by the Servicer as follows:
(i) If, on any Floating Rate Determination Date, two or more of
the Reference Banks provide offered One-Month LIBOR quotations on the
Bloomberg Screen US0001M Index Page, One-Month LIBOR for the next
Accrual Period for the Class A-1 Certificates will be the arithmetic
mean of such offered quotations (rounding such arithmetic mean if
necessary to the nearest five decimal places).
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<PAGE>
(ii) If, on any Floating Rate Determination Date, only one or
none of the Reference Banks provides such offered One-Month LIBOR
quotations for the next applicable Interest Accrual Period, One-Month
LIBOR for the next Accrual Period for the Class A-1 Certificates 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 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 on the Class A-1 Certificates for two consecutive Floating Rate
Determination Dates. If, under the priorities described above, One-Month LIBOR
for an Interest Accrual Period on the Class A-1 Certificates 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.
SECTION 15. GOVERNING LAW.
The Pooling and Servicing Agreement shall be construed in accordance
with and governed by the laws of the State of North Carolina applicable to
agreements made and to be performed therein. The parties hereto agree to submit
to the personal jurisdiction of all federal and state courts sitting in the
State of North Carolina and hereby irrevocably waive any objection to such
jurisdiction. In addition, the parties hereto hereby irrevocably waive any
objection that they may have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any federal or state
court sitting in the State of North Carolina, and further irrevocably waive any
claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.
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SECTION 16. FORMS OF CERTIFICATES.
Each of the Schedules and Exhibits attached hereto or referenced
herein are incorporated herein by reference as contemplated by the Standard
Terms. Each Class of Certificates shall be in substantially the related form
attached hereto, as set forth in the Index to Schedules and Exhibits attached
hereto.
SECTION 17. COUNTERPARTS.
This Pooling and Servicing Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute but one and the same
instrument.
SECTION 18. ENTIRE AGREEMENT.
This Pooling and Servicing Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof, and fully
supersedes any prior or contemporaneous agreements relating to such subject
matter.
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<PAGE>
IN WITNESS WHEREOF, OMI, the Servicer and the Trustee have caused this
Pooling and Servicing Agreement to be duly executed by their respective officers
thereunto duly authorized and their respective signatures duly attested all as
of the day and year first above written.
OAKWOOD MORTGAGE INVESTORS, INC.
By: /S/ DOUGLAS R. MUIR
Name: DOUGLAS R. MUIR
Title: VICE PRESIDENT
OAKWOOD ACCEPTANCE CORPORATION
By: /S/ DOUGLAS R. MUIR
Name: DOUGLAS R. MUIR
Title: VICE PRESIDENT
PNC BANK, NATIONAL ASSOCIATION,
AS TRUSTEE
By: /S/ ALFRED J. PERAZZELLI, JR.
Name: ALFRED J. PERAZZELLI, JR.
Title: VICE PRESIDENT
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<PAGE>
STATE OF NORTH CAROLINA )
) s.
COUNTY OF GUILFORD )
The foregoing instrument was acknowledged before me in the County of
Guilford this 24th day of October, 1996 by Douglas R. Muir, Vice President of
Oakwood Mortgage Investors, Inc., a North Carolina corporation, on behalf of the
corporation.
/s/ R. A. Vuturo
-----------------------------------
Notary Public
Commission expires: April 26, 1999
STATE OF NORTH CAROLINA )
) s.
COUNTY OF GUILFORD )
The foregoing instrument was acknowledged before me in the County of
Guilford this 24th day of October, 1996 by Douglas R. Muir, Vice President of
Oakwood Acceptance Corporation, a North Carolina corporation, on behalf of the
corporation.
/s/ R. A. Vuturo
-----------------------------------
Notary Public
My Commission expires: April 26, 1999
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<PAGE>
COMMONWEALTH OF PENNSYLVANIA )
) s.
CITY OF PHILADELPHIA )
The foregoing instrument was acknowledged before me in the City of
Philadelphia, this 18th day of October, 1996, by Alfred J. Perazzelli, Jr., Vice
President of PNC Bank, National Association, a national banking association, on
behalf of the association.
/s/ Marla M. Brownstein
-----------------------------------
Notary Public
My Commission expires: May 8, 2000
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<PAGE>
INDEX TO SCHEDULES AND EXHIBITS
SCHEDULE IA Contract Schedule
SCHEDULE IB Mortgage Loan Schedule
EXHIBIT A-1 Form of Class A-1 Certificate
EXHIBIT A-2 Form of Class A-2 Certificate
EXHIBIT A-3 Form of Class A-3 Certificate
EXHIBIT A-4 Form of Class A-4 Certificate
EXHIBIT A-5 Form of Class A-5 Certificate
EXHIBIT A-6 Form of Class A-6 Certificate
EXHIBIT B-1 Form of Class B-1 Certificate
EXHIBIT B-2 Form of Class B-2 Certificate
EXHIBIT X Form of Class X Certificate
EXHIBIT R Form of Class R Certificate
S - 37
