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) February 27, 1997.
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.)
7800 McCloud Road, Greensboro, North Carolina 27407
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (910) 855-2400
-------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events.
On February 27, 1997, the Registrant caused the issuance and sale
of $185,107,770 aggregate initial principal amount of Senior/Subordinated
Pass-Through Certificates, Series 1997-A (the "Certificates") pursuant to the
Series 1997-A Pooling and Servicing Agreement, dated as of February 1, 1997 (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) $36,152,000
Class A-2........................... 6.400% $32,798,000
Class A-3........................... 6.650% $23,683,000
Class A-4........................... 6.850% $11,771,000
Class A-5........................... 7.125% $37,665,000
Class A-6........................... (2) $16,197,000
Class B-1........................... (3) $17,586,000
Class B-2........................... (4) $ 9,255,770
Class X............................. (5) (5)
Class R............................. (6) (6)
- -----------------------------------
(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
(i) One-Month LIBOR, as determined (except for the initial Distribution
Date) on the applicable Floating Rate Determination Date, plus 0.08% or
(ii) the Weighted Average Net Asset Rate. For the initial Distribution
Date, the Pass-Through Rate for the Class A-1 Certificates will be
5.455% per annum.
(2) The Pass-Through Rate on the Class A-6 Certificates for any
Distribution Date shall be equal to the lesser of (i) 7.450% per annum
or (ii) the Weighted Average Net Asset Rate.
(3) The Pass-Through Rate on the Class B-1 Certificates for any
Distribution Date shall be equal to the lesser of (i) 7.450% per annum
or (ii) the Weighted Average Net Asset Rate.
(4) The Pass-Through Rate on the Class B-2 Certificates for any
Distribution Date shall be equal to the lesser of (i) 8.025% per annum
or (ii) the Weighted Average Net Asset Rate.
(5) The Class X Certificates have no Certificate Principal Balance and no
Pass-Through Rate.
(6) 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 1997-A (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
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<PAGE>
were purchased by the Registrant in a privately-negotiated transaction with
Oakwood Acceptance Corporation ("OAC") pursuant to a Sales Agreement, dated as
of February 1, 1997, between the Registrant and OAC. Elections will be made to
treat certain assets owned 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, Class A-6,
Class B-1 and Class B-2 Certificates are collectively referred to herein as the
"Offered Certificates." The Offered Certificates are senior to the Class X and
Class R Certificates. The Class A-1, Class A-2, Class A-3, Class A-4 and Class
A-5 Certificates are senior to the Class A-6, Class B-1 and Class B-2
Certificates. The Class B-2 Certificates will have the benefit of a limited
guarantee (the "Limited Guarantee") provided by Oakwood Homes Corporation
("Oakwood Homes"), the parent of OAC, of certain collections on the Assets. The
Limited Guarantee will not be available to support other classes of
Certificates.
The Offered Certificates have been sold by the Registrant to Credit
Suisse First Boston Corporation and Goldman, Sachs & Co. (the "Underwriters")
pursuant to a Terms Agreement, dated as of February 21, 1997, among the
Underwriters, the Registrant and OAC, which incorporates by reference the
Registrant's Underwriting Agreement Standard Provisions, June 1995. The 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 February 21, 1997, among the
Registrant, Oakwood Acceptance Corporation, Credit Suisse
First Boston Corporation and Goldman, Sachs & Co., as
Underwriters, relating to the Offered Certificates.
4.1 Copy of the Series 1997-A Pooling and Servicing Agreement,
dated as of February 1, 1997, 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)
99.1 Copy of the Limited Guarantee, dated as of February 1, 1997,
by Oakwood Homes Corporation for the benefit of PNC Bank,
National Association, as Trustee.
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<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.
February 27, 1997 OAKWOOD MORTGAGE INVESTORS,
INC.
By: /s/ Douglas R. Muir
Name: Douglas R. Muir
Title: Vice President
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Page
<S> <C> <C>
1.1 Terms Agreement, dated February 21, 1997,
among the Registrant, Oakwood Acceptance
Corporation, Credit Suisse First Boston Corporation,
and Goldman, Sachs & Co., as Underwriters,
relating to the Offered Certificates...................................
4.1 Copy of the Series 1997-A Pooling and Servicing Agreement, dated as of
February 1, 1997, by and among the Registrant, Oakwood Acceptance
Corporation, as Servicer,
and PNC Bank, National Association (related exhibits
available upon request of the Trustee) ................................
99.1 Copy of the Limited Guarantee, dated as
of February 1, 1997, by Oakwood Homes
Corporation for the benefit of PNC Bank,
National Association, as Trustee.......................................
</TABLE>
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EXHIBIT 1.1
OAKWOOD MORTGAGE INVESTORS, INC.
PASS-THROUGH CERTIFICATES
1997-A TERMS AGREEMENT
Dated: February 21, 1997
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 1997-A, 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, A-6, B-1
and B-2 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 Credit Suisse
First Boston Corporation and Goldman, Sachs & Co. (the "Underwriters"), and the
Underwriters hereby severally agree to purchase from the Company, on February
27, 1997, 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 February 1, 1997, 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 February 1, 1997 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 February 21,
1997, relating to the Underwritten Certificates (the "Prospectus Supplement").
The Company and the Servicer specifically covenant 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 Standard Provisions to the
Registration Statement shall be deemed to include registration statement No.
33-99320.
INITIAL AGGREGATE SCHEDULED PRINCIPAL BALANCE OF ASSETS: Approximately
$185,107,770.
CUT-OFF DATE: February 1, 1997.
2
<PAGE>
TERMS OF THE CERTIFICATES:
================================================================================
Class Initial Principal Pass-Through Ratings Purchase
Designation Amount Rate Fitch S&P Price
- --------------------------------------------------------------------------------
A-1 $36,152,000 (1) "AAA" "AAA" 99.675000%
A-2 $32,798,000 6.400% per annum "AAA" "AAA" 99.643750%
A-3 $23,683,000 6.650% per annum "AAA" "AAA" 99.675000%
A-4 $11,771,000 6.850% per annum "AAA" "AAA" 99.487500%
A-5 $37,665,000 7.125% per annum "AAA" "AAA" 99.596875%
A-6 $16,197,000 (2) "AA-" "AA" 99.581250%
B-1 $17,586,000 (2) "BBB" "BBB" 99.406250%
B-2 $ 9,255,770 (2) "BBB-" "BBB-" 99.156250%
================================================================================
(1) The Pass-Through Rate for the Class A-1 Certificates will equal the lesser
of One-Month LIBOR plus .08%, or the Weighted Average Net Asset Rate.
(2) The Pass-Through Rate for the (i) Class A-6 Certificates will equal the
lesser of 7.450% or the Weighted Average Net Asset Rate; (ii) Class B-1
Certificates will equal the lesser of 7.450% or the Weighted Average
Net Asset Rate and (iii) Class B-2 Certificates will equal the lesser
of 8.025% or the Weighted Average Net Asset Rate.
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,
the Class B-1 Certificates will be subordinated to the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5 and Class A-6 Certificates (collectively, the
"Class A Certificates") and the Class B-2 Certificates will be subordinated to
the Class A Certificates and the Class B-1 Certificates, all as described in the
Prospectus Supplement.
LIQUIDITY ACCOUNTS: A Class A-6 Liquidity Account and a Class B-1
Liquidity Account will be established and maintained as described in the
Prospectus Supplement.
LIMITED GUARANTY: The Class B-2 Certificates will have the benefit of a
limited guarantee provided by Oakwood Homes of certain collections on the
Assets.
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 March, 1997.
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
3
<PAGE>
in federal or similar immediately available funds payable to the order of the
Company.
DENOMINATIONS: The Underwritten Certificates will be issued in
book-entry form in minimum denominations of $25,000 and integral multiples of $1
in excess thereof.
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 February 27,
1997, at the offices of Hunton & Williams, One NationsBank Plaza, Suite 2650,
101 S. Tryon Street, Charlotte, NC 28280. 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.
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
4
<PAGE>
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 an Underwriter under this paragraph shall be in
addition to any liability which such Underwriter may otherwise have.
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.
5
<PAGE>
NOTICES: All communications hereunder will be in writing and effective
only upon receipt and will be mailed, delivered or telegraphed and confirmed to
the parties at:
Oakwood Mortgage Investors, Inc. and
Oakwood Acceptance Corporation
7800 McCloud Road (27409-9634)
P.O. Box 27081
Greensboro, North Carolina 27425-7081
Attention: Douglas Muir
Credit Suisse First Boston Corporation
11 Madison Avenue
20th Floor
New York, New York 10010
Attention: Fiachra O'Driscoll
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Attention: Jeffrey J. May
REQUEST FOR OPINIONS: (a) The Company and OAC hereby request and
authorize Hunton & Williams and Bell, Davis & Pitt, P.A., 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.
CREDIT SUISSE FIRST BOSTON CORPORATION
By:
Name:
Title:
GOLDMAN, SACHS & CO.
Accepted and acknowledged
As of the Date First
Above Written:
OAKWOOD MORTGAGE INVESTORS, INC.
By:
Name:
Title:
OAKWOOD ACCEPTANCE CORPORATION
By:
Name:
Title:
7
<PAGE>
SCHEDULE A
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6,
Class B-1 and Class B-2 Certificates
Class A-1 Class A-2 Class A-3
---------------------------------------------
CS First Boston Corporation....... $18,076,000 $16,399,000 $11,841,500
Goldman, Sachs & Co............... $18,076,000 $16,399,000 $11,841,500
---------- ---------- ----------
Total............................ $36,152,000 $32,798,000 $23,683,000
=========== =========== ==========
Class A-4 Class A-5 Class A-6
CS First Boston Corporation ...... $ 5,885,500 $18,832,500 $ 8,098,500
Goldman, Sachs & Co............... $ 5,885,500 $18,832,500 $ 8,098,500
---------- ---------- ----------
Total............................ $11,771,000 $37,665,000 $16,197,000
=========== =========== ==========
Class B-1 Class B-2
CS First Boston Corporation ...... $17,586,000 $ 9,255,770
EXHIBIT 4.1
OAKWOOD MORTGAGE INVESTORS, INC.,
OAKWOOD ACCEPTANCE CORPORATION
AND
PNC BANK, NATIONAL ASSOCIATION,
TRUSTEE
----------
SERIES 1997-A POOLING AND SERVICING AGREEMENT
DATED AS OF FEBRUARY 1, 1997
----------
OAKWOOD MORTGAGE INVESTORS, INC.
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 1997-A
<PAGE>
THIS SERIES 1997-A POOLING AND SERVICING AGREEMENT, dated as of
February 1, 1997, is made with respect to the formation of OMI Trust 1997-A (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 $187,107,770, to be known as the Senior/Subordinated Pass-Through
Certificates, Series 1997-A (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
Class A-6 Liquidity Account and the Class B-1 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 of the conversion, voluntary or involuntary, of the
foregoing, including,
S - 1
<PAGE>
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 Class A-6 Liquidity Account, the Class B-1 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:
"Accrual Date": The Accrual Date (i) with respect to the Class A-1
Certificates shall be the Closing Date and (ii) with respect to all other
Classes of Certificates shall be February
S - 2
<PAGE>
1, 1997.
"Adjusted Certificate Principal Balance": With respect to each Class of
Offered Subordinated Certificates on any date of determination, its Certificate
Principal Balance immediately following the most recently preceding Distribution
Date reduced by all Writedown Amounts allocated to such Class on such
Distribution Date.
"Adjusted Subaccount Principal Balance": With respect to each of the
Corresponding Subaccounts relating to the Offered Subordinated Certificates, on
any date of determination, its Subaccount Principal Balance immediately
following the most recently preceding Distribution Date reduced by all Writedown
Amounts allocated to such Subaccount on such Distribution Date.
"Average Sixty-Day Delinquency Ratio": With respect to any Distribution
Date, the arithmetic average of the Sixty-Day Delinquency Ratios for such
Distribution Date and the two preceding Distribution Dates. The "Sixty-Day
Delinquency Ratio" for a Distribution Date is the percentage derived from the
fraction, the numerator of which is the aggregate Scheduled Principal Balance
(as of the end of the preceding Prepayment Period) of all Assets (including
Assets in respect of which the related Manufactured Home, 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 and Class B 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
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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.
"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. The "Class A
Principal Balance" and "Class B Principal Balance" will be based on the
Certificate Principal Balance of the Certificates.
"Class A-6 Liquidity Account": The fund established pursuant to Section
6(a) 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
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(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.
"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 fund established pursuant to Section
6(b) 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 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 September 2001 or (b) the first Distribution Date on which the
Class B Percentage equals or exceeds 1.75 times the initial Class B Percentage.
"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
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the percentage set forth below of the initial aggregate Certificate Principal
Balance of all the Certificates:
Distribution Dates Percentage
September 2001 through February 2003 7%
March 2003 through February 2004 8%
March 2004 through 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.
"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": February 27, 1997.
"Corporate Trust Office": The address set forth hereinbelow under
"Trustee".
"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
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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": February 1, 1997.
"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, the second London Banking Day prior to the
commencement of such Interest Accrual Period.
"Guarantor": Oakwood Homes.
"Institutional Holder": An insurance company whose long-term debt is
rated at least A - by a Rating Agency, or an equivalent rating from any other
nationally recognized statistical rating organization.
"Interest Distribution Amount": On each Distribution Date, an amount
equal to interest accrued at the applicable Pass-Through Rate for the related
Interest Accrual Period on (i) in the case of the Senior Certificates or the
Senior Subaccounts, the Certificate Principal Balance of such Class or the
Subaccount Principal Balance of such Subaccount, respectively, immediately prior
to that Distribution Date and (ii) in the case of the Offered Subordinated
Certificates or the Corresponding Subaccounts, on the Adjusted Certificate
Principal Balance of such Class or the Subaccount Principal Balance of such
Subaccount, respectively, immediately prior to that Distribution Date.
"Issuing REMIC": The Trust REMIC consisting of the Subaccounts, the
Class A-6 Liquidity Account and the Class B-1 Liquidity Account.
"Issuing REMIC Residual Interest": The residual interest (as defined in
Code section 860G(a)(2)) in the Issuing REMIC.
"Limited Guarantee": The Limited Guarantee by the Guarantor dated as of
February 1, 1997, for the benefit of the Trustee, of Limited Guarantee Payment
Amounts.
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"Limited Guarantee Payment Amount": With respect to any Distribution
Date, the amount after giving effect to the allocation of the Available
Distribution for such date, equal to the amount of shortfalls in collections on
the Assets otherwise distributable on such Distribution Date not in excess of
the sum of (a) any unpaid Interest Distribution Amount, Carryover Interest
Amount, Writedown Interest Distribution Amount and Carryover Writedown Interest
Distribution Amount distributable on such Distribution Date pursuant to clauses
(iv) and (xiii) of Section 5(b) hereof and (b) any unpaid principal amounts
payable on such Distribution Date pursuant to clauses (xiv) and (xv) under
Section 5(b) hereof.
"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.
"Oakwood Homes": Oakwood Homes Corporation, a North Carolina
corporation.
"Offered Subordinated Certificates": The Class A-6 and Class B
Certificates.
"One-Month LIBOR": For each applicable Interest Accrual Period, the per
annum rate established in accordance with the provisions of Section 14 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.
"Principal Distribution Shortfall Carryover Amount": With respect to
each Distribution Date and each Class of Certificates, an amount equal to all
Principal Distribution Amounts distributable on such Class from previous
Distribution Dates that have not yet been distributed on such Class of
Certificates. With respect to each Distribution Date and each Corresponding
Subaccount, an amount equal to all Principal Distribution Amounts distributable
on the Corresponding Certificates from previous Distribution Dates that have not
yet been distributed on such Corresponding Certificates.
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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 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.
"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 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.
"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:
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INITIAL
PASS-THROUGH SUBACCOUNT
SUBACCOUNT RATE PRINCIPAL BALANCE
---------- --------------------- -----------------
A-1 (1) $36,152,000
A-2 (1) $32,798,000
A-3 (1) $23,683,000
A-4 (1) $11,771,000
A-5 (1) $37,665,000
A-6 (1) $16,197,000
B-1 (1) $17,586,000
B-2 (1) $9,255,770
(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 May
2027 Distribution Date. For purposes of Treasury Regulation ss.1.860G-1(a)(4),
the latest possible maturity date for each of the Subaccounts shall be the May
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, 1600 Market Street, 30th Floor,
Philadelphia, PA 19103, Attn: OMI Trust 1997-A (the "Corporate Trust Office"),
or its successor in interest.
"Trust REMIC": Each of the Pooling REMIC and the Issuing REMIC.
"Underwriters": Credit Suisse First Boston Corporation (whose address
is 11 Madison Avenue, New York, NY 10010), 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
Writedown Amount. With respect to each Distribution Date and each Corresponding
Subaccount, interest accrued during the related Interest Accrual Period on any
related Writedown Amount at the Pass-Through Rate applicable to the
Corresponding Certificates.
SECTION 3. CERTIFICATES.
The aggregate initial principal amount of Certificates that may be
executed and delivered under this Pooling and Servicing Agreement is limited to
$185,107,770, 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(7)
A-1 $36,152,000 (1) May 15, 2027
A-2 $32,798,000 6.400% May 15, 2027
A-3 $23,683,000 6.650% May 15, 2027
A-4 $11,771,000 6.850% May 15, 2027
A-5 $37,665,000 7.125% May 15, 2027
A-6 $16,197,000 (2) May 15, 2027
B-1 $17,586,000 (3) May 15, 2027
B-2 $9,255,770 (4) May 15, 2027
X (5) (5) May 15, 2027
R (6) (6) May 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 applicable Floating Rate Determination Date, plus 0.08% or
the Weighted Average Net Asset Rate. For the initial Distribution Date,
the Pass-Through Rate for the Class A-1 Certificates will be 5.455% per
annum, and the initial Interest Accrual Period for the Class A-1
Certificates commences on the Closing Date and ends on March 14, 1997.
(2) The Pass-Through Rate on the Class A-6 Certificates for
any Distribution Date shall be equal to the lesser of (i) 7.450% per
annum or (ii) the Weighted Average Net Asset Rate.
(3) The Pass-Through Rate on the Class B-1 Certificates for
any Distribution Date shall be equal to the lesser of (i) 7.450% per
annum or (ii) the Weighted Average Net Asset Rate.
(4) The Pass-Through Rate on the Class B-2 Certificates for
any Distribution Date shall be equal to the lesser of (i) 8.025% per
annum or (ii) the Weighted Average Net Asset Rate.
(5) 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.
(6) 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.
(7) For purposes of Treasury Regulation ss.1.860G-1(a)(4), the
latest possible maturity date of each Class of Certificates shall be
the Final Scheduled Distribution Date.
SECTION 4. DENOMINATIONS.
The Book-Entry Certificates will be registered as one or more certificates
in the name of the Clearing Agency or its nominee. Beneficial interests in the
Book-Entry Certificates will be held by the Beneficial Owners through the
book-entry facilities of the Clearing Agency, in minimum denominations of
$25,000 and integral multiples of $1 in excess thereof.
The Class X Certificates and the Residual Certificates will be issued
in certificated, fully registered form. 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 for such Distribution
Date, if any, 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, (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;
(v) Fifth, concurrently, to each Senior Subaccount, the
related Principal Distribution Shortfall Carryover Amount for the
Senior Subaccounts, if any, for such Distribution Date, allocated among
the Senior Subaccounts pro rata based on their respective Subaccount
Principal Balances;
(vi) Sixth, to the Senior 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;
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(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; and
(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;
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;
(vii) Seventh, 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;
(viii) Eighth, to the Class A-6 Subaccount, the related
Principal Distribution Shortfall Carryover Amount for the Class A-6
Subaccount, if any, for such Distribution Date;
(ix) Ninth, to the Class A-6 Subaccount, (A) if the Class B
Cross-over Date has not yet occurred or if the Class B 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 Distribution Tests are met for such Distribution Date
the Class A Percentage of the Principal Distribution Amount (in the
case of (A) or (B), less the portion thereof, if any, distributable
pursuant to clause (vi) above on such Distribution Date);
(x) Tenth, 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;
(xi) Eleventh, to the Class B-1 Subaccount, the related
Principal Distribution Shortfall Carryover Amount for the Class B-1
Subaccount, if any, for such Distribution Date;
(xii) Twelfth, to the Class B-1 Subaccount, (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 (in the case of (A) or (B), less
the portion
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thereof, if any, distributable pursuant to clauses (vi) or (ix) above);
(xiii) Thirteenth, 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;
(xiv) Fourteenth, to the Class B-2 Subaccount, the related
Principal Distribution Shortfall Carryover Amount for the Class B-2
Subaccount, if any, for such Distribution Date;
(xv) Fifteenth, to the Class B-2 Subaccount, (A) if the Class
B Cross-over Date has occurred, the Class B Principal Distribution
Tests are met for such Distribution Date and the Class B-1 Subaccount
Principal Balance has been or is reduced to zero on or before 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 and the Class B-1
Subaccount Principal Balance has been or is reduced to zero on or
before such Distribution Date, the entire Principal Distribution Amount
(in the case of (A) or (B), less the portion thereof, if any,
distributable pursuant to clauses (vi), (ix) or (xii) above); 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 (xv) shall be allocated solely to
the Class A- 6 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;
(xvi) Sixteenth, 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 (xvi) shall not exceed the amounts deposited to
the Class A-6 Liquidity Account and the Class B-1 Liquidity Account
pursuant to clause (xvi) of Section 5(b) hereof;
(xvii) Seventeenth, if OAC is the Servicer, to the Servicer in
the following sequential order: (A) the Servicing Fee with respect to
such Distribution Date; and (B) any Servicing Fees from previous
Distribution Dates remaining unpaid;
(xviii) Eighteenth, to each Subaccount, (i) first, to the
extent not allocated pursuant to clause (xvi) 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 Balances; and
(xix) Nineteenth, any remainder to Holders of the Pooling
REMIC Residual
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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 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, (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;
(v) Fifth, concurrently, to each Class of Senior Certificates,
the related Principal Distribution Shortfall Carryover Amount for the
Senior Certificates, if any, for such Distribution Date, allocated
among the Senior Certificates pro rata based on their respective
Certificate Principal Balances;
(vi) Sixth, to the Senior Certificates, (A) if the Class B
Cross-over Date has not yet occurred or if the Class B Principal
Distribution Tests are not met for such Distribution Date, the
Principal Distribution Amount, or (B) if the Class B Cross-over Date
has occurred and the Class B Principal Distribution Tests are met for
such Distribution Date, the Class A Percentage of the Principal
Distribution Amount, in either case allocated in the following
sequential order:
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(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; and
(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;
PROVIDED, HOWEVER, that on any Distribution Date on which the
Pool Scheduled Principal Balance is less than the aggregate
Certificate Principal Balance of the Senior Certificates,
immediately prior to such Distribution Date, the Principal
Distribution Amount or applicable percentage thereof will be
allocated among the Senior Certificates PRO RATA based upon
their respective Certificate Principal Balances;
(vii) Seventh, 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;
(viii) Eighth, to the Class A-6 Certificates, the related
Principal Distribution Shortfall Carryover Amount for the Class A-6
Certificates, if any, for such Distribution Date;
(ix) Ninth, to the Class A-6 Certificates, (A) if the Class B
Cross-over Date has not yet occurred or if the Class B 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 Distribution Tests are met for such Distribution Date,
the Class A Percentage of the Principal Distribution Amount (in the
case of (A) or (B), less the portion thereof, if any, distributable
pursuant to clause (vi) on such Distribution Date);
(x) Tenth, to the Class B-1 Certificates, (A) first, any
related Writedown Interest Amount for such Distribution Date, and (B)
second, any related Carryover Writedown Interest Amount for such
Distribution Date;
(xi) Eleventh, to the Class B-1 Certificates, the related
Principal Distribution Shortfall Carryover Amount for the Class B-1
Certificates, if any, for such Distribution Date;
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(xii) Twelfth, to the Class B-1 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 (in the case of (A) or (B), less
the portion thereof, if any, distributable pursuant to clauses (vi) or
(ix) above on such Distribution Date);
(xiii) Thirteenth, to the Class B-2 Certificates, (A) first,
any related Writedown Interest Amount for such Distribution Date, and
(B) second, any related Carryover Writedown Interest Amount for such
Distribution Date;
(xiv) Fourteenth, to the Class B-2 Certificates, the related
Principal Distribution Shortfall Carryover Amount for the Class B-2
Certificates, if any, for such Distribution Date;
(xv) Fifteenth, to the Class B-2 Certificates, (A) if the
Class B Cross-over Date has occurred, the Class B Principal
Distribution Tests are met for such Distribution Date and the Class B-1
Principal Balance has been or is reduced to zero on or before 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 and the Class B-1 Principal
Balance has been or is reduced to zero on or before such Distribution
Date, the entire Principal Distribution Amount (in the case of (A) or
(B), less the portion thereof, if any, distributable pursuant to
clauses (vi), (ix) or (xii) above); 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 (xv) shall be allocated solely to the Class A-6 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;
(xvi) Sixteenth, to the Class A-6 Liquidity Account and the
Class B-1 Liquidity Account in the following sequential order:
(1) to the Class A-6 Liquidity Account until the
amount on deposit therein equals the Class A-6 Liquidity
Account Required Amount; and
(2) to the Class B-1 Liquidity Account until the
amount on deposit therein equals the Class B-1 Liquidity
Account Required Amount;
(xvii) Seventeenth, to the Guarantor, to the extent of any
unreimbursed Limited Guarantee Payment Amounts;
(xviii) Eighteenth, to the Class X Certificates in the
following sequential order:
(A) the current Class X Strip Amount; and
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(B) any Class X Carryover Strip Amount; and
(xix) Finally, any remainder to the holders of the Issuing
REMIC Residual Interest.
(c) All distributions or allocations made with respect to each Class on
each Distribution Date shall be allocated PRO RATA among the outstanding
Certificates of such Class based on their respective Percentage Interests. So
long as the Book-Entry Certificates are registered in the name of a Clearing
Agency or its nominee, the Trustee shall make all distributions or allocations
on such Certificates by wire transfers of immediately available funds to the
Clearing Agency or its nominee. In the case of Certificates issued in
fully-registered, certificated form, payment shall be made either (i) by check
mailed to the address of each Certificateholder as it appears in the Certificate
Register on the Record Date immediately prior to such Distribution Date or (ii)
by wire transfer of immediately available funds to the account of a Holder at a
bank or other entity having appropriate facilities therefor, if such Holder
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date and such Holder
is (A) with respect to any Class A or Class B Certificates issued after the
Closing Date in certificated, fully-registered form, the registered owner of
Class A or Class B Certificates with an aggregate initial Certificate Principal
Balance of at least $1,000,000, and (B) with respect to the Residual
Certificates or Class X Certificates, the registered owner of the Residual
Certificates or Class X Certificates evidencing an aggregate Percentage Interest
of at least 50%. The Trustee may charge any Holder its standard wire transfer
fee for any payment made by wire transfer. Final distribution on the
Certificates will be made only upon surrender of the Certificates at the offices
of the Trustee set forth in the notice of such final distribution sent by the
Trustee to all Certificateholders pursuant to Section 9.01 of the Standard
Terms.
(d) (1) Any amounts remaining in the Distribution Account on any
Distribution Date after all allocations and distributions required to be made by
this Pooling and Servicing Agreement have been made, and any amounts remaining
in the Pooling REMIC after payment in full of all of the Regular Interests
therein and any administrative expenses associated with the Trust, will be
distributed to the Holders of the Pooling REMIC Residual Interest.
(2) Any amounts remaining in the Subaccounts on any Distribution Date
after all distributions required to be made by this Pooling and Servicing
Agreement have been made, and any amounts remaining in the Issuing REMIC after
payment in full of the Regular Interests therein and any administrative expenses
associated with the Trust, will be distributed to the Holders of the Issuing
REMIC Residual Interest.
SECTION 6. CLASS A-6 LIQUIDITY ACCOUNT, CLASS B-1 LIQUIDITY ACCOUNT AND LIMITED
GUARANTEE.
(a)(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
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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 (vii) 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(a)(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, second, to Oakwood Homes
to the extent of any unreimbursed Limited Guarantee Payment Amounts, third, 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(a)(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, in reduction of any remaining Certificate Principal Balance of the Class
A-6 Certificates to zero; (ii) next, in reduction of any remaining Certificate
Principal Balance of the Class B-1 Certificates to zero; (iii) next, to the
Class B-2 Certificates in reduction of any remaining Certificate Principal
Balance of the Class B-2 Certificates to zero; (iv) next, to Oakwood Homes to
the extent of any unreimbursed Limited Guarantee Payment Amounts; (v) 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 (vi) finally, to the
holders of the Issuing REMIC Residual Interest, whereupon the Class A-6
Liquidity Account shall be terminated.
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(b)(1) The Class B-1 Liquidity Account is hereby established as part of
the Trust Estate. The Class B-1 Liquidity Account shall be an asset of the
Issuing REMIC. The Trustee shall hold the Class B-1 Liquidity Account and
maintain its status at all times as an Eligible Account. The account for the
Class B-1 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 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. All
loss, if any, from such investments shall become a charge to the Class B-1
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 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 (x) under Section 5(b) hereof
(and in that order).
(3) If, after the disbursement of the related Class B-1 Liquidity
Account Draw Amount in accordance with Sections 6(b)(2) 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, the amount of such excess shall be withdrawn and distributed
first, to Oakwood Homes to the extent of any unreimbursed Limited Guarantee
Payment Amounts, 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 in accordance with Sections 6(b)(2) above, the
amount, if any, on deposit in the Class B-1 Liquidity Account will be withdrawn
by the Trustee and distributed in the following order of priority: (i) first, in
reduction of any remaining Certificate Principal Balance of the Class B-1
Certificates to zero; (ii) next, in reduction of any remaining Certificate
Principal Balance of the Class B-2 Certificates to zero, (iii) next, to Oakwood
Homes to the extent of any unreimbursed Limited Guarantee Payment Amounts, (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 B-1 Liquidity Account shall be terminated.
(c) The Trustee is the beneficiary of the Limited Guarantee. No later
than 1:00 p.m.
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New York City time on each Remittance Date, after taking into account the
amounts allocated to the various Subaccounts in accordance with Section 5(b)
hereof, the Trustee shall, in accordance with the related Remittance Report and
in accordance with the terms of the Limited Guarantee, notify the Guarantor of
any Limited Guarantee Payment Amount payable under the Limited Guarantee on the
related Distribution Date. In addition, the Servicer shall notify the Guarantor
as soon as practical (but no later than the related Remittance Date) after
determining that a Limited Guarantee Payment Amount shall be payable under the
Limited Guarantee on the related Distribution Date. Under the Limited Guarantee,
upon receipt of notice as described above, the Guarantor shall be required to
deliver the Limited Guarantee Payment Amount, if any, on or prior to the
Remittance Date for the related Distribution Date. Such Limited Guarantee
Payment Amount received by the Trustee shall be paid to the Holders of the Class
B-2 Certificates on such Distribution Date (or such later date, if such amounts
are received subsequent to such Distribution Date). In no event shall the
Limited Guarantee Payment Amount be distributed on any Class of Certificates
other than the Class B-2 Certificates and any such amounts received by the
Trustee which are not distributable to the Class B-2 Certificates shall be
returned by the Trustee to the Guarantor. The Trustee shall promptly notify the
Rating Agencies in the event a Limited Guarantee Payment Amount, if any, is not
received in a timely manner with respect to a Distribution Date. Any Limited
Guarantee Payment Amounts made by the Guarantor to the Trustee shall be made in
cash and shall be considered to be payments made to the Issuing REMIC in the
nature of a guarantee within the meaning of I.R.C. ss. 860G(d)(2)(B).
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 Adjusted Certificate
Principal Balance of such Class and the Adjusted Subaccount Principal
Balance of such Subaccount, respectively, until the Adjusted
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 Adjusted Certificate
Principal Balance of such Class and the Adjusted Subaccount Principal
Balance of such Subaccount, respectively, until the Adjusted
Certificate Principal Balance has been reduced to zero; and
(c) Finally, to the Class A-6 Certificates and to the Class
A-6 Subaccount, to be applied in reduction of the Adjusted Certificate
Principal Balance of such Class and the Adjusted Subaccount Principal
Balance of such Subaccount, respectively, until the Adjusted
Certificate Principal Balance has been reduced to zero.
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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, and the amount to be distributed to
reduce the Principal Distribution Shortfall Carryover Amount on each
such Class based upon the Available Distribution for such Distribution
Date;
(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 Class A-6 Liquidity Account Required Amount and
the Class B-1 Liquidity Account Required Amount both immediately before
and after the Distribution Date, (b) the amount of any Class A-6
Liquidity Account Draw Amount and any Class B-1 Liquidity Account Draw
Amount for such Distribution Date, (c) the amount to be deposited into
the Class A-6 Liquidity Account and the Class B-1 Liquidity Account
pursuant to clause (xvi) under Section 5(b) above, and (d) the amount
on deposit in the Class A-6 Liquidity Account and the Class B-1
Liquidity Account both immediately before and immediately after the
Distribution Date;
(6) the amount of the Limited Guarantee Payment Amount, if
any, for such Distribution Date and the aggregate amount of any unpaid
Limited Guarantee Payment Amounts for any previous Distribution Dates;
(7) the Certificate Principal Balance of each Class of the
Certificates (which will be equal to the Subaccount Principal Balance
of the Corresponding Subaccount) and the Adjusted Certificate Principal
Balance of each Class of the Offered Subordinated
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Certificates (which will be equal to the Adjusted 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;
(8) the aggregate Interest Distribution Amount remaining
unpaid, if any, and the aggregate Carryover Interest Amount remaining
unpaid, if any, for each Class of Certificates (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;
(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; and
(10) the aggregate Principal Distribution Shortfall Carryover
Amount remaining unpaid, if any, for each Class of Certificates, after
giving effect to the distributions to be made on such Distribution
Date.
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 Credit Suisse First Boston Corporation). The Trustee shall not be obligated
to mail any Remittance Report to THE BLOOMBERG unless and until Credit Suisse
First Boston Corporation shall have notified the Trustee in writing of the name
and address to which such reports are to be mailed, which notice, once
delivered, will be effective for all Distribution Dates after the date such
notice is received by the Trustee unless and until superseded by a subsequent
notice.
SECTION 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)
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through (xvi) under Section 5(b) hereof.
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 "Certificate Principal Balance"
is hereby amended by replacing such definition in its
entirety with the following:
"Certificate Principal Balance": With
respect to each Certificate or Class of Certificates,
on any date of determination, the outstanding
principal amount, if any, of such Certificate(s)
immediately prior to the most recently preceding
Distribution Date (or in the case of a date of
determination on or before the first Distribution
Date, an amount equal to the initial principal amount
of such Certificate(s) as of the Closing Date) net of
the amounts, if any, applied on such preceding
Distribution Date to reduce the principal amount of
such Certificate(s) in accordance with Section 4.03
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
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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 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 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 the Class A-1
Certificates will be the period from the Closing Date
through March 14, 1997) and (ii) for the Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6 and Class B
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
S - 26
<PAGE>
Assignment of Mortgage).
(vi) the definition of "Principal Distribution Amount"
is hereby amended by deleting clause (e) and the final proviso
of the definition in their entirety;
(vii) the words "Servicing Fees and" is hereby deleted
from the two parenthetical phrases included in the definition
of "Due Date Interest Shortfall"; and
(viii) 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.
(ix) the definition of "Termination Price" is hereby
amended by deleting the first sentence thereof and replacing
such sentence in its entirety as follows:
"Termination Price": With respect to any
Terminating Purchase, the greater of (1) the sum of
(a) any Liquidation Expenses incurred by the Servicer
in respect of any Asset that has not yet been
liquidated, (b) all amounts required to be reimbursed
or paid to the Servicer in respect of previously
unreimbursed Servicing Advances, plus (c) the sum of
(i) 100% of the aggregate of the Unpaid Principal
Balance of each Asset remaining in the Trust on the
day of such purchase, plus accrued interest thereon at
the related Asset Rate through the end of the Interest
Accrual Period relating to the Termination Date, plus
(ii) the lesser of (A) the aggregate of the Unpaid
Principal Balances of each Asset relating to any Repo
Property or REO Property remaining in the Trust, plus
accrued interest thereon at the related Asset Rate
through the end of the Interest Accrual Period related
to the Termination Date and (B) the current appraised
value of any such Repo Property or REO Property (net
of Liquidation Expenses
S - 27
<PAGE>
to be incurred in connection with the disposition of
such Repo Property or REO Property, estimated in good
faith by the Servicer), such appraisal to be conducted
by an appraiser mutually agreed upon by the Servicer
and the Trustee, plus all previously umreimbursed P&I
Advances made in respect of such Repo Property or REO
Property and (2) the aggregate fair market value of
all of the assets of the Trust (as determined by the
Servicer as of the close of business on the third
Business Day preceding the date upon which notice of
any such purchase is furnished to Certificateholders
pursuant to Section 9.01(c) hereof), plus all
previously unreimbursed P&I Advances made with respect
to the Assets.
(b) Section 2.03 of the Standard Terms is hereby amended by the
addition of the following Section 2.03(d) thereto:
(d) RECORDATION AND/OR DELIVERY OF OPINIONS IN CERTAIN
CIRCUMSTANCES. Notwithstanding any provision in these Standard Terms to
the contrary, Assignments of Mortgages from the Seller to the Trustee
shall not be required to be recorded except to the extent required
pursuant to this Section 2.03(d) and no Recordation Report with respect
to such Assignments of Mortgage shall be required to be delivered
pursuant to Section 2.03(c)(4) hereof. The definition of "Mortgage Loan
Documents" shall be deemed to be amended to take into account this
Section 2.03(d). (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 "BBB-", 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).
(C) In the event that, subsequent to the receipt of an Opinion
of Counsel as provided in Section 2.03(d)(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
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<PAGE>
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.
(e) Section 11.04 of the Standard Terms is hereby amended by deleting
the addresses and telecopier numbers of OMI and OAC and substituting as the
address for each 7800 McCloud Road, Greensboro, NC 27425-7081 and as the
telecopier number for each (910) 664-3224.
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
S - 29
<PAGE>
of a majority of the Percentage Interest in the Class R-1 Certificates together
with the Holders of a majority of the Percentage Interest in the Class R-2
Certificates will have the option to make a Terminating Purchase given to the
Holders of a majority of the Percentage Interest in the Residual Certificates
pursuant to Section 9.01 of the Standard Terms, and (4) the restrictions on the
transfer of a Residual Certificate provided in the Standard Terms will apply to
both the Class R-1 and the Class R-2 Certificates.
SECTION 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.
S - 30
<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).
(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
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<PAGE>
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.
S - 32
<PAGE>
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.
S - 33
<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:
Name: Douglas R. Muir
Title: Vice President
OAKWOOD ACCEPTANCE CORPORATION
By:
Name: Douglas R. Muir
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION,
AS TRUSTEE
By:
Name:
Title:
S - 34
<PAGE>
STATE OF NORTH CAROLINA )
) s.
COUNTY OF GUILFORD )
The foregoing instrument was acknowledged before me in the County of
Guilford this ____ day of February, 1997 by Douglas R. Muir, Vice President of
Oakwood Mortgage Investors, Inc., a North Carolina corporation, on behalf of the
corporation.
-----------------------------------
Notary Public
My Commission expires: ___________, ____
STATE OF NORTH CAROLINA )
) s.
COUNTY OF GUILFORD )
The foregoing instrument was acknowledged before me in the County of
Guilford this ____ day of February, 1997 by Douglas R. Muir, Vice President of
Oakwood Acceptance Corporation, a North Carolina corporation, on behalf of the
corporation.
-----------------------------------
Notary Public
My Commission expires: ___________, ____
S - 35
<PAGE>
COMMONWEALTH OF PENNSYLVANIA )
) s.
CITY OF PHILADELPHIA )
The foregoing instrument was acknowledged before me in the City of
Philadelphia, this ____ day of February, 1997, by , of PNC Bank, National
Association, a national banking association, on behalf of the association.
-----------------------------------
Notary Public
My Commission expires: _____________, ____
S - 36
<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
EXHIBIT 99.1
LIMITED GUARANTEE
THIS LIMITED GUARANTEE (this "Limited Guarantee"), dated as of February
1, 1997, is made and entered into upon the terms hereinafter set forth, by
OAKWOOD HOMES CORPORATION, a North Carolina corporation (the "Guarantor"), for
the benefit of PNC Bank, National Association, a national banking association,
as trustee (the "Trustee") of OMI Trust 1997-A (the "Trust").
RECITALS:
a. The Trust was formed pursuant to a Pooling and Servicing Agreement,
dated as of February 1, 1997, by and among Oakwood Mortgage Investors, Inc. (the
"Company"), Oakwood Acceptance Corporation (the "Servicer") and the Trustee,
which incorporates by reference the Company's Standard Terms to Pooling and
Servicing Agreement (November 1995 Edition) (together, the "Pooling and
Servicing Agreement"). Capitalized terms used and not otherwise defined herein
shall have the respective meanings assigned to such terms in the Pooling and
Servicing Agreement.
b. The Company is a wholly-owned subsidiary of the Servicer, which is a
wholly- owned subsidiary of the Guarantor.
c. Under the Pooling and Servicing Agreement, the Trust issued its
Pass-Through Certificates, Series 1997-A (the "Certificates"). In connection
with the issuance of the Certificates, the Guarantor has been requested to
provide to the Trustee this Limited Guarantee of certain shortfalls in
collections on the Assets included in the Trust. Because of the substantial
economic benefits accruing to the Guarantor by virtue of the issuance of the
Certificates, the Guarantor desires to make this Limited Guarantee, all on the
following terms and conditions.
AGREEMENTS:
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged by the Guarantor, the Guarantor hereby agrees as follows:
1. The Guarantor hereby unconditionally and absolutely guarantees the
full and prompt payment to the Trustee on or prior to the Remittance Date
relating to each Distribution Date of the Limited Guarantee Payment Amount (as
such term is defined in the Pooling and Servicing Agreement), if any, for such
Distribution Date, provided that the Trustee or the Servicer has notified the
Guarantor in writing (which may be by telecopy confirmed by a telephone call as
described below) of such amount before 1:00 p.m. New York City time on the
Remittance Date preceding the applicable Distribution Date. If the Trustee or
Servicer fails to notify the Guarantor as provided in this paragraph of any
Limited Guarantee Payment Amount (and the amount thereof) for any Distribution
Date before 1:00 p.m. New York City time on the related Remittance Date, but
subsequently so notifies the Guarantor, then the Guarantor shall
<PAGE>
deliver such Limited Guarantee Payment Amount to the Trustee in immediately
available funds as soon as practicable after its receipt of such notice. Notices
sent to the Guarantor by telecopy or telephone shall be sent to the attention of
Treasurer (or such other person as may hereafter be prescribed by the Guarantor
to the Trustee in writing) to the telecopy number of (910) 664-3224 (or such
other telecopy number as may be hereafter prescribed by the Guarantor to the
Trustee and Servicer in writing).
2. The Guarantor guarantees payment of the Limited Guarantee Payment
Amount, if any, to the Trustee pursuant to the terms hereof only, and does not
guarantee the Trustee's obligation to distribute payments made by the Guarantor
in accordance with the Pooling and Servicing Agreement, and the Guarantor shall
not be liable for any failure by the Trustee properly to distribute the amount
of any payments made by the Guarantor hereunder. Although this Limited Guarantee
is for the benefit of the Trustee on behalf of the Holders of the Class B-2
Certificates, this Limited Guarantee may not be enforced directly by the Holders
of the Class B-2 Certificates, but only by the Trustee on their behalf.
3. The obligations of the Guarantor hereunder shall not be released by
the Trustee's receipt, application or release of any security given for the
payment of any Limited Guarantee Payment Amounts.
4. The liability of the Guarantor hereunder shall in no way be affected
by (i) the release or discharge of the Trust in any creditors', receivership,
bankruptcy or other proceedings, (ii) the impairment, limitation or modification
of the liability of the Trust or the estate of the Trust in bankruptcy, or of
any remedy for the enforcement of any of the Trustee's obligations under the
Pooling and Servicing Agreement resulting from the operation of any present or
future provision of the federal bankruptcy law or any other statute or the
decision of any court, (iii) the rejection or disaffirmance of any instrument,
document or agreement evidencing any of the Trustee's obligations under the
Pooling and Servicing Agreement in any such proceedings, (iv) the assignment or
transfer of any of the Trustee's obligations under the Pooling and Servicing
Agreement by the Trustee or (v) the cessation from any cause whatsoever of the
liability of the Trustee with respect to the Trustee's obligations under the
Pooling and Servicing Agreement.
5. The Guarantor hereby waives any right to subrogation to the rights
of the Trustee; provided, however, that the Guarantor shall be entitled to be
reimbursed for Limited Guarantee Payment Amounts made under this Limited
Guarantee pursuant to the terms of the Pooling and Servicing Agreement.
6. This is a guaranty of payment and not of collection. The liability
of the Guarantor hereunder shall be direct and immediate and not conditional or
contingent upon the occurrence of any event except the occurrence on or before
the applicable Remittance Date of certain shortfalls in the collection of
principal or interest on the Assets giving rise to the existence of a Limited
Guarantee Payment Amount as of the corresponding Distribution Date, as set forth
more particularly in the Pooling and Servicing Agreement. The Guarantor hereby
waives any right to require that an action be brought against any person prior
to discharging its obligations hereunder. The Guarantor also waives all of its
rights, powers and benefits under N.C.G.S.
ss.26-7 through ss.26-9.
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<PAGE>
7. This Limited Guarantee is assignable by the Trustee to any successor
trustee under the Pooling and Servicing Agreement, and any assignment of the
Trustee's obligations under the Pooling and Servicing Agreement or any portion
thereof by the Trustee shall operate to vest in the assignee the rights and
powers of the Trustee hereunder to the extent of such assignment. This Limited
Guarantee shall be binding upon the Guarantor and the Guarantor's successors and
assigns, and shall inure to the benefit of the Trustee, its representatives,
successors, successors-in-title and assigns.
8. This Limited Guarantee shall be construed in accordance with and
governed by the laws of the State of North Carolina applicable to contracts to
be performed within said state. No amendment or modification hereof shall be
effective unless evidenced by a writing signed by the Guarantor and the Trustee.
When used herein, the singular shall include the plural, and vice versa, and the
use of any gender shall include all other genders, as appropriate.
-40-
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this Limited
Guarantee, or has caused this Limited Guarantee to be executed by its duly
authorized representative, as of the date first above written.
OAKWOOD HOMES CORPORATION
By: [SEAL]
Name:
Title:
Acknowledged:
PNC BANK, NATIONAL ASSOCIATION,
AS TRUSTEE
By: [SEAL]
Name:
Title:
-41-
