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)
May 22, 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 May 22, 1997, the Registrant caused the issuance and sale of
$178,456,192 aggregate initial principal amount of Senior/Subordinated
Pass-Through Certificates, Series 1997-B (the "Certificates") pursuant to the
Series 1997-B Pooling and Servicing Agreement, dated as of May 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...... 6.500% $33,741,000
Class A-2...... 6.750% $32,767,000
Class A-3...... 6.950% $22,379,000
Class A-4...... 7.100% $14,096,000
Class A-5...... 7.375% $33,982,000
Class M........ (1) $15,615,000
Class B-1...... (2) $16,953,000
Class B-2...... (3) $ 8,923,192
Class X........ (4) (4)
Class R (5) (5) ____________________________________________
(1) The Pass-Through Rate on the Class M Certificates for any Distribution
Date shall be equal to the lesser of (i) 7.775% per annum or (ii) the
Weighted Average Net Asset Rate.
(2) The Pass-Through Rate on the Class B-1 Certificates for any
Distribution Date shall be equal to the lesser of (i) 7.750% per annum
or (ii) the Weighted Average Net Asset Rate.
(3) The Pass-Through Rate on the Class B-2 Certificates for any
Distribution Date shall be equal to the lesser of (i) 8.075% per annum
or (ii) the Weighted Average Net Asset Rate.
(4) The Class X Certificates have no Certificate Principal Balance and no
Pass-Through Rate.
(5) The Class R Certificates have no Certificate Principal Balance and no
Pass-Through Rate.
The Certificates evidence, in the aggregate, the entire beneficial
ownership interest in OMI Trust 1997-B (the "Trust"), which consists primarily
of a pool of Assets transferred to the Trust by the Registrant pursuant to the
Pooling and Servicing Agreement. The Assets were purchased by the Registrant in
a privately-negotiated transaction with Oakwood Acceptance Corporation ("OAC")
pursuant to a Sales Agreement, dated as of May 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,
-2-
<PAGE>
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 M,
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 M, 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 May 15, 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.
-3-
<PAGE>
Exhibits
1.1 Terms Agreement, dated May 15, 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-B Pooling and Servicing Agreement,
dated as of May 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 May 1, 1997, by
Oakwood Homes Corporation for the benefit of PNC Bank,
National Association, as Trustee.
-4-
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
May 22, 1997 OAKWOOD MORTGAGE INVESTORS,
INC.
By: /s/ Douglas R. Muir
Name: Douglas R. Muir
Title: Vice President
-5-
<PAGE>
INDEX TO EXHIBITS
Page
1.1 Terms Agreement, dated May 15, 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-B Pooling and Servicing Agreement, dated as of
May 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 May 1, 1997, by Oakwood Homes
Corporation for the benefit of PNC Bank,
National Association, as Trustee......................................
-6-
<PAGE>
<PAGE>
OAKWOOD MORTGAGE INVESTORS, INC.
PASS-THROUGH CERTIFICATES
1997-B TERMS AGREEMENT
Dated: May 15, 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-B, Classes A-1, A-2, A-3,
A-4, A-5, M, B-1, B-2, X and R (collectively, the "Certificates").
The Classes A-1, A-2, A-3, A-4, A-5, M, 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 May 22,
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 May 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.
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
May 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 May 15, 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: $178,456,192.
CUT-OFF DATE: May 1, 1997
<PAGE>
TERMS OF THE CERTIFICATES:
<TABLE>
<CAPTION>
CLASS INITIAL PRINCIPAL PASS-THROUGH RATINGS
DESIGNATION AMOUNT RATE FITCH S&P PURCHASE
<S> <C> <C> <C> <C> <C>
A-1 $33,741,000 6.500% per annum "AAA" "AAA" 99.643750%
A-2 $32,767,000 6.750% per annum "AAA" "AAA" 99.604688%
A-3 $22,379,000 6.950% per annum "AAA" "AAA" 99.659375%
A-4 $14,096,000 7.100% per annum "AAA" "AAA" 99.409375%
A-5 $33,982,000 7.375% per annum "AAA" "AAA" 99.542188%
M $15,615,000 (1) "AA" "AA" 99.675000%
B-1 $16,953,000 (1) "BBB" "BBB" 99.250000%
B-2 $ 8,923,192 (1) "BBB-" "BBB-" 99.281250%
</TABLE>
(1) The Pass-Through Rate for the (i) Class M Certificates will equal the lesser
of 7.775% or the Weighted Average Net Rate; (ii) Class B-1 Certificates will
equal the lesser of 7.750% or the Weighted Average Net Asset Rate and (iii)
Class B-2 Certificates will equal the lesser of 8.075% or the Weighted
Average Net Asset Rate.
SUBORDINATION FEATURES: The Class M Certificates will be subordinated
to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates
(collectively, the "Class A Certificates"), the Class B-1 Certificates will be
subordinated to the Class A Certificates and the Class M Certificates and the
Class B-2 Certificates will be subordinated to the Class A Certificates, the
Class M Certificates and the Class B-1 Certificates, all as described in the
Prospectus Supplement.
LIQUIDITY ACCOUNTS: A Class M 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 June 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 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 May 22, 1997, at the
offices of Hunton & Williams, Riverfront Plaza, East Tower, 951 East Byrd
Street, Richmond, Virginia 23219-4074. The Company will deliver the Underwritten
Certificates in book-entry form only, through the same-day funds settlement
system of The Depository Trust Company on the Closing Date.
DUE DILIGENCE: At any time prior to the Closing Date, the Underwriters have
the right to inspect the Asset Files and the related loan origination procedures
and to conform the existence of the related manufactured homes or mortgaged
properties to ensure conformity with the Final Prospectus and the Prospectus
Supplement.
2
<PAGE>
CONTROLLING AGREEMENT: This Terms Agreement sets forth the complete
agreement among the Company, OAC and the Underwriters and fully supersedes all
prior agreements, both written and oral, relating to the issuance of the
Underwritten Certificates and all matters set forth herein. Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned to
such terms in the Standard Provisions or the Prospectus Supplement.
COMPUTATIONAL MATERIALS: Each Underwriter hereby represents and warrants
that (i) any information attached hereto as Exhibit 1 constitutes all
"Collateral Term Sheets" (as such term is defined in the no-action letters
addressed to Kidder, Peabody Acceptance Corporation I,et al. dated May 20, 1994
and to the Public Securities Association dated February 17, 1995 (collectively,
the "PSA Letters"), disseminated by it in connection with the Underwritten
Certificates; (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 and (iii) any information attached
hereto as Exhibit 3 constitutes all "Series Term Sheets" (as such term is
defined in the no-action letter addressed to Greenwood Trust Company, Discover
Card Master Trust I dated April 5, 1996).
For purposes hereof, as to each Underwriter, the term "Derived Information"
means such information, if any, in the Series Term Sheets, 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 Series Term Sheets, Collateral Term Sheets, Structural Term
Sheets and/or Computational Materials) or (ii) any computer tape furnished by
the Company (the "Computer Tape"). Each Underwriter severally agrees, assuming
(i) all information provided by the Company (including the Computer Tape) is
accurate and complete in all material respects and (ii) the Company's
independent public accountants have determined that the Derived Information
agrees with the Computer Tape, to indemnify and hold harmless the Company, each
of the Company's officers and directors and each person who controls the Company
within the meaning of Section 15 of the Act against any and all losses, claims,
damages or liabilities, joint or several, to which they may become subject under
the Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
of 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.
3
<PAGE>
STATE TAX OPINIONS: The Company shall deliver to the Underwriters an
opinion of counsel pursuant to Section 6(d)(iii) of the Standard Provisions with
respect to the State of North Carolina and the Commonwealth of Pennsylvania.
BLACKOUT PERIOD: None.
APPLICABLE LAW: THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.
NOTICES: All communications hereunder will be in writing and effective only
upon receipt and 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: Jeff Ealer
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 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.
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: /s/ FIACHRA O'DRISCOLL
Name: Fiachra O'Driscoll
Title: Vice President
GOLDMAN, SACHS & CO.
By: /s/ GOLDMAN, SACHS & CO.
4
<PAGE>
ACCEPTED AND ACKNOWLEDGED
AS OF THE DATE FIRST
ABOVE WRITTEN:
OAKWOOD MORTGAGE INVESTORS,
INC.
By: /s/ DOUGLAS R. MUIR
Name: Douglas R. Muir
Title: Vice President
OAKWOOD ACCEPTANCE CORPORATION
By: /s/ DOUGLAS R. MUIR
Name: Douglas R. Muir
Title: Vice President
5
<PAGE>
SCHEDULE A
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class M, Class B-1 and
Class B-2 Certificates
<TABLE>
<CAPTION>
CLASS A-1 CLASS A-2 CLASS A-3
<S> <C> <C> <C>
Credit Suisse First Boston Corporation.............................. $16,870,500 $16,383,500 $11,189,500
Goldman, Sachs & Co................................................. $16,870,500 $16,383,500 $11,189,500
Total.......................................................... $33,741,000 $32,767,000 $22,379,000
<CAPTION>
CLASS A-4 CLASS A-5 CLASS M
<S> <C> <C> <C>
Credit Suisse First Boston Corporation.............................. $ 7,048,000 $16,991,000 $ 7,807,500
Goldman, Sachs & Co................................................. $ 7,048,000 $16,991,000 $ 7,807,500
Total.......................................................... $14,096,000 $33,982,000 $15,615,000
<CAPTION>
CLASS B-1 CLASS B-2
<S> <C> <C> <C>
Credit Suisse First Boston Corporation.............................. $16,953,000 $ 8,923,192
</TABLE>
6
<PAGE>
SUBJECT TO REVISION
SERIES TERM SHEET DATED MAY 13, 1997
$178,456,192
[LOGO] Oakwood Mortgage Investors, Inc.,
Seller
Oakwood Acceptance Corporation
Servicer
Senior/Subordinated Pass-Through Certificates, Series 1997-B
Attached is a preliminary Series Term Sheet describing the structure, collateral
pool and certain aspects of the Oakwood Mortgage Investors Senior/Subordinated
Pass-Through Certificates, Series 1997-B. The Series Term Sheet has been
prepared by Oakwood Mortgage Investors for informational purposes only and is
subject to modification or change. The information and assumptions contained
therein are preliminary and will be superseded by a prospectus supplement and by
any other additional information subsequently filed with the Securities and
Exchange Commission or incorporated by reference in the Registration Statement.
Neither Credit Suisse First Boston, Goldman, Sachs & Co. nor any of their
respective affiliates makes any representation as to the accuracy or
completeness of any of the information set forth in the attached Series Term
Sheet. This cover sheet is not part of the Series Term Sheet.
A Registration Statement (including a base prospectus) relating to the
Pass-Through Certificates, including the Oakwood Mortgage Investors, Inc.
Senior/Subordinated Pass-Through Certificates, Series 1997-B, has been filed
with the Securities and Exchange Commission and has been declared effective. The
final Prospectus Supplement relating to the securities will be filed after the
securities have been priced and all of the terms and information are finalized.
This communication is not an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of the securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state. Interested persons
are referred to the final Prospectus and Prospectus Supplement to which the
securities relate. Any investment decision should be based only upon the
information in the final Prospectus and Prospectus Supplement as of their
publication dates.
Credit Suisse First Boston Goldman, Sachs & Co.
<PAGE>
This Series Term Sheet will be superseded in its entirety by the
information appearing in the Prospectus Supplement, the Prospectus and the
Series 1997-B Pooling and Servicing Agreement to be dated as of May 1, 1997,
among Oakwood Mortgage Investors, Inc., as Seller, Oakwood Acceptance
Corporation, as Servicer, and PNC Bank, National Association, as Trustee.
<TABLE>
<CAPTION>
Class Designations
<S> <C>
Class A Certificates.........................................Class A-1, Class A-2, Class A-3, Class A-4 and
Class A-5 Certificates.
Class M Certificates.........................................The Class M Certificates.
Class B Certificates.........................................Class B-1 and Class B-2 Certificates.
Subordinated Certificates....................................Class M, Class B, Class X and Class R Certificates.
Offered Certificates.........................................Class A, Class M and Class B Certificates.
Offered Subordinated Certificates............................Class M and Class B Certificates.
The Offered Certificates......................................... Initial Certificate Pass-Through
Title of Class Principal Balance(1) Rate
-------------- -------------------- ------------
Class A-1 Certificates... $33,741,000 . %(2)
Class A-2 Certificates... $32,767,000 . %(2)
Class A-3 Certificates... $22,379,000 . %(2)
Class A-4 Certificates... $14,096,000 . %(2)
Class A-5 Certificates... $33,982,000 . %(2)
Class M Certificates..... $15,615,000 . %(3)
Class B-1 Certificates... $16,953,000 . %(3)
Class B-2 Certificates... $ 8,923,192 . %(3)
(1) The aggregate initial principal balance of the Certificates
may be increased or decreased by up to 5%. Any such
increase or decrease may be allocated disproportionately
among the Classes of Certificates. Accordingly, any
investor's commitments with respect to the Certificates may
be increased or decreased correspondingly.
(2) Computed on the basis of a 360-day year of twelve 30-day
months.
(3) The lesser of (i) the specified rate per annum, computed on
the basis of a 360-day year of twelve 30-day months, or
(ii) the Weighted Average Net Asset Rate for the related
Distribution Date.
Denominations....................................................The Offered Certificates will be Book-Entry Certificates only, in
minimum denominations of $25,000 and integral multiples of $1 in
excess thereof.
Cut-off Date.....................................................May 1, 1997
Distribution Dates...............................................Generally, the fifteenth day of each month, commencing June 16,
1997 (each, a "Distribution Date").
Interest Accrual Period..........................................With respect to each Distribution Date the calendar month
preceding the month in which the distribution Date occurs (each,
an "Interest Accrual Period").
1
<PAGE>
Distributions....................................................The "Available Distribution" for a Distribution Date generally
will include (1)(a) Monthly Payments of principal and interest
due on the Assets during the related Collection Period, to the
extent such payments were actually collected from the Obligors or
advanced by the Servicer and (b) unscheduled payments received
with respect to the Assets during the related Prepayment Period,
including Principal Prepayments, proceeds of repurchases, Net
Liquidation Proceeds and Net Insurance Proceeds, less (2)(a) if
Oakwood is not the Servicer, Servicing Fees for the related
Collection Period, (b) amounts required to reimburse the Servicer
for previously unreimbursed Advances in accordance with the
Agreement, (c) amounts required to reimburse the Company or the
Servicer for certain reimbursable expenses in accordance with the
Agreement and (d) amounts required to reimburse any party for an
overpayment of a Repurchase Price for an Asset in accordance with
the Agreement.
Distributions will be made on each Distribution Date to holders
of record on the preceding Record Date. Distributions on a Class
of Certificates will be allocated among the Certificates of such
Class in proportion to their respective percentage interests.
Certificate Structure Considerations.............................The primary credit support for the Class A Certificates is
the subordination of the Subordinated Certificates; for the Class
M Certificates is the subordination of the Class B, Class X,
Class R Certificates and the Class M Liquidity Account; for the
Class B-1 Certificates is the subordination of the Class B-2,
Class X, Class R Certificates and the Class B-1 Liquidity
Account; and for the Class B-2 Certificates is the subordination
of Class X and Class R Certificates plus the limited guarantee of
certain collections of principal and interest on the Assets by
Oakwood Homes.
Subordination of the Offered Subordinate
Certificates...................................................The rights of the Class M Certificateholders to receive
distributions of principal will be subordinated to such rights of
the Class A Certificateholders to receive distributions of
principal and interest. Interest and interest shortfalls on the
Class M Certificates will not be subordinated to principal
payments on the Class A Certificates.
The rights of holders of the Class B Certificates to receive
distributions of principal similarly will be subordinated to the
rights of the holders of the Class A and Class M Certificates to
receive distributions of principal and interest. Interest and
interest shortfalls on the Class B Certificates will not be
subordinated to principal payments on the Class A and Class M
Certificates.
2
<PAGE>
Limited Guarantee................................................The Class B-2 Certificateholders will have the benefit of a
limited guarantee provided by Oakwood Homes of certain
collections on Assets. The Limited Guarantee will not be
available to support other Classes of Certificates.
Liquidity Accounts...............................................On the Closing Date, the Class M Liquidity Account and the Class
B-1 Liquidity Account will be established with the Trustee for
benefit of the Class M and the Class B-1 Certificateholders,
respectively. The Liquidity Accounts will not be funded on the
Closing Date and will be funded on each Distribution Date by
certain excess interest collections on or in respect of the
Assets.
Realized Losses on Liquidated Loans..............................The Principal Distribution Amount for any Distribution Date is
intended to include the Scheduled Principal Balance of each Asset
that became a Liquidated Loan during the preceding calendar
month. A Realized Loss will be incurred on a Liquidated Loan in
the amount, if any, by which the Net Liquidation Proceeds from
such Liquidated Loan are less than the Unpaid Principal Balance
of such Liquidated Loan, plus accrued and unpaid interest thereon
(to the extent not covered by Servicing Advances, if any, with
respect to such Liquidated Loan), plus amounts reimbursable to
the Servicer for previously unreimbursed Servicing Advances. To
the extent that the amount of the Realized Loss is not covered by
interest collected on the nondefaulted Assets in excess of
certain Interest Distribution Amounts and Carryover Interest
Amounts required to be distributed on the Offered Certificates
and any portion of such interest required to be paid to a
Servicer other than Oakwood as servicing compensation ("Excess
Interest"), the amount of such Realized Loss will be allocated to
the Offered Subordinated Certificates as a Writedown Amount in
reduction of their Certificate Principal Balance as described
below.
Allocation of Writedown Amounts..................................The "Writedown Amount" for any Distribution Date will be the
amount, if any, by which the aggregate Certificate Principal
Balance of all Certificates exceeds the Pool Scheduled Principal
Balance of the Assets for the immediately preceding Distribution
Date after taking into account all distributions to be made on
such Distribution Date. The Writedown Amount will be allocated
among the Classes of Offered Subordinated Certificates in the
following order of priority:
(1) first, to the Class B-2 Certificates, to be applied in
reduction of the Adjusted Certificate Principal Balance of
such Class until it has been reduced to zero;
(2) second, to the Class B-1 Certificates, to be applied in
reduction of the Adjusted Certificate Principal Balance of
such Class until it has been reduced to zero; and
(3) third, to the Class M Certificates, to be applied in
reduction of the Adjusted Certificate Principal Balance of
such Class until it has been reduced to zero.
3
<PAGE>
Advances.........................................................For each Distribution Date, the Servicer will be obligated to
make Advances in respect of the related Collection Period to the
extent of delinquent interest and principal payments in respect
of the Assets. The Servicer will be required to make an Advance
only to the extent that it determines such Advance will be
recoverable from future payments and collections on or in respect
of the related Assets.
Final Scheduled Distribution Dates...............................To the extent not previously paid prior to such dates, the
outstanding principal amount of each Class of Offered
Certificates will be payable on the August 2027 Distribution Date
(with respect to each Class of Certificates, the "Final Scheduled
Distribution Date"). The Final Scheduled Distribution Date has
been determined by adding three months to the maturity date of
the Asset with latest stated maturity.
Optional Termination.............................................Either the Servicer or the holders of a majority in interest of
the Class R Certificates (the "Residual Majority"), at their
respective options and subject to the limitations imposed by the
Agreement, will have the option to purchase from the Trust Estate
all Assets then outstanding and all other property in the Trust
Estate on any Distribution Date after the first Distribution Date
as of which the Pool Balance was less than 10% of the Cut-off
Date Pool Balance.
If neither the Residual Majority nor the Servicer exercises its
optional termination right within 90 days after it first becomes
eligible to do so, the Trustee shall solicit bids for the
purchase of all Assets then outstanding and all other property in
the Trust Estate. In the event that satisfactory bids are
received, the sale proceeds will be distributed to
Certificateholders.
The Assets.......................................................The Trust will consist of (1) manufactured housing installment
sales contracts (collectively, the "Contracts") secured by
security interests in manufactured homes, as defined herein (the
"Manufactured Homes"), and with respect to certain of the
Contracts ("Land Secured Contracts") secured by liens on the real
estate on which the related Manufactured Homes are located, and
(2) mortgage loans secured by first liens on the real estate to
which the related Manufactured Homes are deemed permanently
affixed (the "Mortgage Loans," and collectively, the "Assets").
The Asset Pool consists of approximately 5,423 Assets having an
aggregate Scheduled Principal Balance as of the Cut-off Date of
approximately $178,456,192.87. All of the Assets are actuarial
obligations. Approximately 8.25% of the Asset Pool is comprised
of Assets that are Mortgage Loans and approximately 4.52% of the
Assets are Land Secured Contracts. Based on Cut-off Date Pool
Balance, 86.10% of the Assets are secured by Manufactured Homes
which were new, 3.78% of the Assets are secured by Manufactured
Homes which were used, 9.98% of the
4
<PAGE>
Assets are secured by Manufactured Homes which were repossessed
and 0.14% of the Assets are secured by Manufactured Homes which
were transferred. As of the Cut-off Date, the Assets were secured
by Manufactured Homes or Mortgage Properties (or Real Properties,
in the case of Land Secured Contracts) located in 36 states, and
approximately 24.24% and 15.26% of the Assets were secured by
Manufactured Homes or Mortgaged Properties located in North
Carolina and Texas, respectively (based on the mailing addresses
of the Obligors on the Assets as of the Cut-off Date). Each
Contract bears interest at an annual percentage rate (an "APR")
of at least 7.00% and not more than 15.00%. The weighted averaged
APR of the Assets as of the Cut-off Date is approximately 10.40%.
The Assets have remaining terms to maturity as of the Cut-off
Date of at least 8 months but not more than 360 months and
original terms to stated maturity of at least 12 months but not
more than 360 months. As of the Cut-off Date, the Assets had a
weighted average original term to stated maturity of
approximately 269 months, and a weighted average remaining term
to stated maturity of approximately 267 months. The final
scheduled payment date on the Asset with the latest maturity
occurs in May 2027. No Contract has an original loan-to-value
ratio in excess of 103%. The Servicer will be required to cause
to be maintained one or more standard hazard insurance policies
with respect to each Manufactured Home and Mortgage Property.
Certain Federal Income Tax Consequences..........................For federal income tax purposes, the Trust Estate will be treated
as one or more real estate mortgage investment conduits
("REMIC"). The Class A, Class M, Class B and Class X Certificates
will constitute "regular interests" in the REMIC for federal
income tax purposes. The Class R Certificates will be treated as
the sole class of "residual interests" in the REMIC for federal
income tax purposes.
ERISA Considerations.............................................Fiduciaries of employee benefit plans and certain other
retirement plans and arrangements, including individual
retirement accounts and annuities, Keogh plans, and collective
investment funds in which such plans, accounts, annuities or
arrangements are invested, that are subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or
corresponding provisions of the Code (any of the foregoing, a
"Plan"), persons acting on behalf of a Plan, or persons using the
assets of a Plan ("Plan Investors") should consult with their own
counsel to determine whether the purchase or holding of the
Offered Certificates could give rise to a transaction that is
prohibited either under ERISA or the Code
Because the Offered Subordinated Certificates are subordinated
securities, they will not satisfy the requirements of certain
prohibited transaction exemptions. As a result, the purchase or
holding of any of the Offered Subordinated Certificates by a Plan
Investor may constitute a non-exempt prohibited transaction or
result in the imposition of excise taxes or civil penalties.
Accordingly, none of the Offered
5
<PAGE>
Subordinated Certificates are offered for sale, and are not
transferable, to Plan Investors, and each purchaser of an Offered
Subordinated Certificate, by virtue of its purchase of such
Certificate, will be deemed to have represented that it is not a
Plan Investor.
Legal Investment Considerations..................................The Class A.and Class M Certificates will constitute "mortgage
related securities" for purposes of the Secondary Mortgage Market
Enhancement Act of 1984 ("SMMEA").
The Class B Certificates are not "mortgage related securities"
for purposes of SMMEA because such Certificates are not rated in
one of the two highest rating categories by a nationally
recognized rating agency.
Ratings..........................................................It is a condition to the issuance of the Certificates that (i)
the Class A Certificates be rated "AAA" by each of Fitch
Investors Service, L.P. ("Fitch") and Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc. ("S&P"
and, together with Fitch, the "Rating Agencies"), (ii) the Class
M Certificates be rated at least "AA" by each of S&P and Fitch,
(iii) the Class B-1 Certificates be rated at least "BBB" by each
of S&P and Fitch and (iv) the Class B-2 Certificates be rated at
least "BBB-" by each of S&P and Fitch. The rating of the Class
B-2 Certificates will be based in part on an assessment of
Oakwood Homes' ability to make payments under the Limited
Guarantee. Any reduction in a Rating Agency's rating of Oakwood
Homes' debt securities may result in a similar reduction in the
rating of the Class B-2 Certificates. A security rating is not a
recommendation to buy, sell or hold securities and may be subject
to revision or withdrawal at any time by the assigning rating
organization.
</TABLE>
6
<PAGE>
Delinquency, Loan Loss and Repossession Experience
The following tables set forth certain information, for the periods
indicated, concerning (1) the asset servicing portfolio, (2) the delinquency
experience and (3) the loan loss and repossession experience of the portfolio of
manufactured housing installment sales contracts and residential mortgage loans
serviced by Oakwood. Because delinquencies, losses and repossessions are
affected by a variety of economic, geographic and other factors, there can be no
assurance that the delinquency and loss experience of the Assets will be
comparable to that set forth below.
Asset Servicing Portfolio
(Dollars in thousands)
<TABLE>
<CAPTION>
At September 30, March 31,
---------------------------------------------------------- ----------------------
1992 1993 1994 1995 1996 1996 1997
-------- ------ ------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Total Number of Serviced Assets
Oakwood Originated ................. 21,450 28,938 39,273 51,566 67,120 57,708 75,741
Acquired Portfolios ................ 1,591 5,773 4,872 4,177 4,567 3,923
Aggregate Outstanding Principal
Balance of Serviced Assets
Oakwood Originated ................. $345,635 $507,394 $757,640 $1,130,378 $1,687,406 $1,334,322 $1,988,116
Acquired Portfolios ................ $30,498 $85,227 $70,853 $57,837 $65,284 $52,971
Average Outstanding Principal
Balance per Serviced Asset
Oakwood Originated ................. $16.1 $17.5 $19.3 $21.9 $25.1 $23.1 $26.2
Acquired Portfolios ................ $19.2 $14.8 $14.5 $13.8 $14.3 $13.5
Weighted Average Interest Rate
of Serviced Assets
Oakwood Originated ................. 13.5% 12.8% 12.2% 12.0% 11.5% 11.7% 11.3%
Acquired Portfolios ................ 9.4% 11.0% 11.3% 11.2% 11.3% 11.1%
</TABLE>
Delinquency Experience (1)
(Dollars in thousands)
<TABLE>
<CAPTION>
At September 30, March 31,
--------------------------------------------------------- ----------------------
1992 1993 1994 1995 1996 1996 1997
------- ------ ------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Total Number of Serviced Assets
Oakwood Originated.................. 21,450 28,938 39,273 51,566 67,120 57,708 75,741
Acquired Portfolios................. 1,591 5,773 4,872 4,177 4,567 3,923
Number of Delinquent Assets (2)...........
Oakwood Originated:.................
30-59 Days.......................... 282 244 350 601 835 568 891
60-89 Days.......................... 76 51 97 185 308 210 344
90 Days or More..................... 98 150 198 267 492 366 663
Total Number of Assets Delinquent 456 445 645 1,053 1,635 1,144 1,898
Acquired Portfolios.................
30-59 Days.......................... 37 127 63 66 50 61
60-89 Days.......................... 26 49 17 23 19 19
90 Days or More..................... 16 98 76 62 66 78
Total Number of Assets Delinquent 79 274 156 151 135 158
Total Delinquencies as a Percentage of
Serviced Assets (3)
Oakwood Originated.................. 2.1% 1.5% 1.6% 2.0% 2.4% 2.0% 2.5%
Acquired Portfolios................. 5.0% 4.7% 3.2% 3.6% 3.0% 4.0%
</TABLE>
- ----------------
(1) Assets that are already the subject of repossession or foreclosure
procedures are not included in "delinquent assets" for purpose of this
table.
(2) The period of delinquency is based on the number of days payments are
contractually past due (assuming 30-day months). Consequently, a payment
due on the first day of a month is not 30 days delinquent until the first
day of the next month.
(3) By number of assets.
7
<PAGE>
Loan Loss/Repossession Experience
(Dollars in thousands)
<TABLE>
<CAPTION>
At or for the six
months ended
At September 30, March 31,
------------------------------------------------------ ----------------------
1992 1993 1994 1995 1996 1996 1997
------- ------ ------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Total Number of Serviced
Assets (1)............................ 21,450 30,529 45,046 56,438 71,297 62,275 79,664
Average Number of Serviced
Assets During Period.................. 18,251 25,990 37,788 50,742 63,868 59,357 75,481
Number of Serviced
Assets Repossessed.................... 855 902 1,241 1,718 2,746 1,277 1,828
Serviced Assets Repossessed as a
Percentage of Total Serviced
Assets(2)............................. 3.99% 2.95% 2.75% 3.04% 3.85% 4.10%(6) 4.59% (6)
Serviced Assets Repossessed as a
Percentage of Average
Number of Serviced Assets............. 4.68% 3.47% 3.28% 3.39% 4.30% 4.30% (6) 4.84% (6)
Average Outstanding Principal
Balance of Assets (3).................
Oakwood Originated.................... 435,558 531,199 701,875 976,905 1,409,467 1,242,076 1,816,081
Acquired Portfolios................... 15,249 30,432 30,235 27,351 28,966 24,147
Net Losses from Asset
Liquidation (4):
Total Dollars (3).....................
Oakwood Originated................. $4,239 $3,328 $4,630 $7,303 $14,248 $5,948 $11,214
Acquired Portfolios................ $0 $203 $473 $592 $508 $509
As a Percentage of Average
Outstanding Principal
Balance of Assets (3) (5)
Oakwood Originated................. 0.97% 0.63% 0.66% 0.75% 1.01% 0.96% (6) 1.23% (6)
Acquired Portfolios................ 0.00% 0.67% 1.56% 2.16% 3.51% (6) 4.22% (6)
</TABLE>
(1) As of period end.
(2) Total number of serviced assets repossessed during the applicable period
expressed as a percentage of the total number of serviced assets at the end
of the applicable period.
(3) Includes assets originated by Oakwood Acceptance Corporation and serviced
by Oakwood Acceptance Corporation and others.
(4) Net losses represent all losses incurred on Oakwood Acceptance
Corporation-serviced portfolios. Such amounts include estimates of net
losses with respect to certain defaulted assets. Charges to the losses
reserves in respect of a defaulted asset generally are made before the
defaulted asset becomes a liquidated asset. The length of the accrual
period for the amount of accrued and unpaid interest include in the
calculation of the net loss varies depending upon the period in which the
loss was charged and whether the asset was owned by an entity other than
Oakwood Acceptance Corporation.
(5) Total net losses incurred on assets liquidated during the applicable period
expressed as a percentage of the average outstanding principal balance of
all asset at the end of the applicable period.
(6) Annualized.
The data presented in the foregoing tables are for illustrative purposes
only and there is no assurance that the delinquency, loan loss or repossession
experience of the Assets will be similar to that set forth above. The
delinquency, loan loss and repossession experience of manufactured housing
contracts historically has been sharply affected by a downturn in regional or
local economic conditions. These regional or local economic conditions are often
volatile, and no predictions can be made regarding future economic conditions in
any particular area. These downturns have tended to increase the severity of
loss on repossession because of the increased supply of used manufactured homes,
which in turn may affect the supply in other regions.
8
<PAGE>
Whenever reference is made herein to a percentage of the Assets (or
to a percentage of the Scheduled Principal Balance of the Assets), the
percentage is calculated based on the Scheduled Principal Balances ("SPB") of
the Assets as of the Cut-off date. In addition, numbers in any columns in the
tables below may not sum exactly to the total number at the bottom of the column
due to rounding.
<TABLE>
<CAPTION>
Geographical Distribution of Manufactured Homes(1)
Percentage of
Aggregate Scheduled Asset Pool
Geographic Location Number of Assets Principal Balance by SPB
- ------------------- ---------------- ----------------- ------
<S> <C> <C> <C>
Alabama.............................. 392 $ 12,507,153 7.01%
Arizona.............................. 123 4,850,326 2.72
Arkansas............................. 74 2,361,888 1.32
California........................... 33 1,578,940 0.88
Colorado............................. 42 1,930,846 1.08
Delaware............................. 54 1,513,673 0.85
Florida.............................. 150 5,886,386 3.30
Georgia.............................. 196 6,907,600 3.87
Idaho................................ 38 2,010,600 1.13
Illinois............................. 6 187,838 0.11
Indiana.............................. 13 386,478 0.22
Kansas............................... 23 880,225 0.49
Kentucky............................. 216 6,461,092 3.62
Louisiana............................ 98 3,066,604 1.72
Maryland............................. 8 242,589 0.14
Massachusetts........................ 1 28,118 0.02
Michigan............................. 1 30,394 0.02
Mississippi.......................... 99 3,455,276 1.94
Missouri............................. 59 1,782,457 1.00
Nevada............................... 3 134,506 0.08
New Jersey........................... 4 165,772 0.09
New Mexico........................... 161 5,436,043 3.05
New York............................. 4 158,311 0.09
North Carolina....................... 1,400 43,249,474 24.24
Ohio................................. 49 1,464,478 0.82
Oklahoma............................. 55 1,925,660 1.08
Oregon............................... 35 2,173,144 1.22
Pennsylvania......................... 3 91,786 0.05
South Carolina....................... 515 15,467,534 8.67
Tennessee............................ 230 7,218,715 4.05
Texas................................ 817 27,225,663 15.26
Utah................................. 28 1,186,064 0.66
Virginia............................. 360 11,300,763 6.33
Washington........................... 46 2,666,139 1.49
West Virginia........................ 86 2,457,445 1.38
Wyoming.............................. 1 66,210 0.04
------ -------------- -------
Total............................. 5,423 $ 178,456,193 100.00%
====== ============== =======
</TABLE>
- ----------------
(1) Based on the mailing address of the Obligor on the related Asset as of
the Cut-off Date.
9
<PAGE>
<TABLE>
<CAPTION>
Year of Origination of Assets (1)
Percentage of
Number of Aggregate Scheduled Asset Pool
Year of Origination Assets Principal Balance by SPB
- ------------------- ------ ----------------- ------
<S> <C> <C> <C>
1986............................. 1 $ 2,107 0.00%
1987............................. 1 8,501 0.00
1989............................. 2 17,025 0.01
1994............................. 2 115,217 0.06
1996............................. 69 2,924,200 1.64
1997............................. 5,348 175,389,143 98.28
----- ------------ ------
Total....................... 5,423 $178,456,193 100.00%
===== ============ ======
</TABLE>
- ----------------
(1) The weighted average seasoning of the Assets was approximately 1 month as
of the Cut-off Date.
<TABLE>
<CAPTION>
Distribution of Original Asset Amounts(1)
Percentage of
Original Asset Number of Aggregate Scheduled Asset Pool
Amount Assets Principal Balance by SPB
- ------ ------ ----------------- ------
<C> <C> <C> <C>
$ 4,999 or less......................... 31 $ 106,903 0.06%
$ 5,000 - $ 9,999..................... 164 1,259,990 0.71
$ 10,000 - $ 14,999..................... 260 3,210,414 1.80
$ 15,000 - $ 19,999..................... 441 7,739,696 4.34
$ 20,000 - $ 24,999..................... 766 17,363,071 9.73
$ 25,000 - $ 29,999..................... 973 26,658,653 14.94
$ 30,000 - $ 34,999..................... 710 22,916,903 12.84
$ 35,000 - $ 39,999..................... 594 22,374,458 12.54
$ 40,000 - $ 44,999..................... 597 25,237,362 14.14
$ 45,000 - $ 49,999..................... 293 13,844,075 7.76
$ 50,000 - $ 54,999..................... 198 10,355,802 5.80
$ 55,000 - $ 59,999..................... 131 7,540,484 4.23
$ 60,000 - $ 64,999..................... 91 5,656,304 3.17
$ 65,000 - $ 69,999..................... 43 2,883,814 1.62
$ 70,000 - $ 74,999..................... 40 2,869,882 1.61
$ 75,000 - $ 79,999..................... 30 2,297,920 1.29
$ 80,000 - $ 84,999..................... 13 1,071,467 0.60
$ 85,000 - $ 89,999..................... 10 873,302 0.49
$ 90,000 - $ 94,999..................... 9 826,673 0.46
$ 95,000 - $ 99,999..................... 7 676,104 0.38
$ 100,000 or more......................... 22 2,692,915 1.51
------- ------------ ------
Total................................ 5,423 $178,456,193 100.00%
======= ============ ======
</TABLE>
- ----------
(1) The highest original Asset amount was $185,680, which represents 0.10% of
the aggregate principal balance of the Assets at origination. The average
original principal amount of the Assets was approximately $32,984 as of the
Cut-off Date.
10
<PAGE>
<TABLE>
<CAPTION>
Asset Rates (1)
Percentage of
Number of Aggregate Scheduled Asset Pool
Ranges of Assets by Asset Rate Assets Principal Balance by SPB
- ------------------------------ ------ ----------------- ------
<S> <C> <C> <C>
7.000% - 7.999% ......................... 428 $ 17,887,249 10.02%
8.000% - 8.999% ......................... 531 24,128,340 13.52
9.000% - 9.999% ......................... 529 23,569,978 13.21
10.000% - 10.999% ......................... 795 29,303,887 16.42
11.000% - 11.999% ......................... 1,798 53,039,630 29.72
12.000% - 12.999% ......................... 784 22,610,418 12.67
13.000% - 13.999% ......................... 555 7,893,539 4.42
14.000% - 14.999% ......................... 2 17,025 0.01
15.000% - 15.999% ......................... 1 6,129 0.00
----- ------------ ------
Total ................................ 5,423 $178,456,193 100.00%
===== ============ ======
</TABLE>
- ----------------
(1) The weighted average Asset Rate was approximately 10.40% as of the Cut-off
Date. This table reflects the Asset Rates of the Step-up Rate Loans as of
the Cut-off Date and does not reflect any subsequent increases in the Asset
Rates of the Step-up Rate Loans.
<TABLE>
<CAPTION>
Remaining Terms to Maturity (In Months) (1)
Percentage of
Number of Aggregate Scheduled Asset Pool
Months Remaining as of Cut-off Date Assets Principal Balance by SPB
----------------------------------- ------ ----------------- ----------
<S> <C> <C> <C>
1 - 60 months..................... 226 $ 1,918,243 1.07%
61 - 96 months..................... 199 2,834,203 1.59
97 - 120 months..................... 337 6,789,022 3.80
121 - 156 months..................... 333 6,957,889 3.90
157 - 180 months..................... 704 19,176,602 10.75
181 - 216 months..................... 32 1,031,082 0.58
217 - 240 months..................... 1,638 49,627,980 27.81
241 - 300 months..................... 898 37,111,380 20.80
301 - 360 months..................... 1,056 53,009,792 29.70
----- ------------ ------
Total.............................. 5,423 $178,456,193 100.00%
===== ============ ======
</TABLE>
- ----------
(1) The weighted average remaining term to maturity of the Assets was
approximately 267 months as of the Cut-off Date.
<TABLE>
<CAPTION>
Original Terms to Maturity (In Months) (1)
Percentage of
Number of Aggregate Scheduled Asset Pool
Months Remaining as of Cut-off Date Assets Principal Balance by SPB
----------------------------------- ------ ----------------- ----------
<S> <C> <C> <C>
1 - 60 months ...................... 223 $ 1,902,327 1.07%
61 - 96 months ...................... 197 2,812,472 1.58
97 - 120 months ...................... 339 6,794,574 3.81
121 - 156 months ...................... 335 6,978,267 3.91
157 - 180 months ...................... 705 19,188,319 10.75
181 - 216 months ...................... 30 966,795 0.54
217 - 240 months ...................... 1,640 49,692,267 27.85
241 - 300 months ...................... 898 37,111,380 20.80
301 - 360 months ...................... 1,056 53,009,792 29.70
----- ------------ ------
Total ............................... 5,423 $178,456,193 100.00%
===== ============ ======
</TABLE>
- ----------------
(1) The weighted average original term to maturity of the Assets was
approximately 269 months as of the Cut-off Date.
11
<PAGE>
<TABLE>
<CAPTION>
Distribution of Original Loan-to-Value Ratios(1)
Percentage of
Number of Aggregate Scheduled Asset Pool
Loan-to Value Ratio(2) Assets Principal Balance by SPB
- ---------------------- ------ ------
<S> <C> <C> <C>
50% or less............................ 55 $ 900,005 0.50%
51% - 55%.............................. 31 814,320 0.46
56% - 60%.............................. 31 925,509 0.52
61% - 65%.............................. 63 1,735,755 0.97
66% - 70%.............................. 110 3,120,503 1.75
71% - 75%.............................. 201 5,992,964 3.36
76% - 80%.............................. 284 9,155,375 5.13
81% - 85%.............................. 482 15,509,632 8.69
86% - 90%.............................. 1,442 46,073,147 25.82
91% - 95%.............................. 2,453 87,129,763 48.82
96% - 100%............................. 270 6,982,732 3.91
101% and greater....................... 1 116,488 0.07
----- ------------ ------
Total............................. 5,423 $178,456,193 100.00%
===== ============ ======
</TABLE>
- ----------
(1) The weighted average original Loan-to-Value Ratio of the Assets was
approximately 89.11% as of the Cut-off Date.
(2) Rounded to nearest 1%.
12
<PAGE>
Oakwood Senior/Subordinated Pass-Through Certificates,
Series 1997-B
COMPUTATIONAL MATERIALS
BOND PROFILE SUMMARY
- ----------------------------------------------------------------------------
Class Original Coupon Avg. CBE 1st Last Mod.
Name & Type Par % Life Yield Pay Pay Dur.
- ----------------------------------------------------------------------------
To Call
A1 SENIOR 33,741,000 6.3500 1.10 6.285 6/97 6/99 1.02
A2 SENIOR 32,767,000 6.7000 3.10 6.750 6/99 7/01 2.70
A3 SENIOR 22,379,000 6.9000 5.10 6.980 7/01 8/03 4.15
A4 SENIOR 14,096,000 7.1000 7.10 7.169 8/03 5/05 5.39
A5 SENIOR 33,982,000 7.3750 11.19 7.461 5/05 10/12 7.30
M AA MEZZ 15,615,000 7.7000 16.25 7.810 10/12 9/13 8.96
B1 BBB SUB 16,953,000 7.7750 10.47 7.859 5/02 9/13 6.69
B2 BBB- SUB 8,923,192 8.0500 10.79 8.160 5/02 9/13 6.68
- -------------------------------
To Maturity
M AA MEZZ 15,615,000 7.7000 19.57 7.810 10/12 11/24 9.70
B1 BBB SUB 16,953,000 7.7750 10.61 7.859 5/02 4/16 6.73
B2 BBB- SUB 8,923,192 8.0500 12.52 8.159 5/02 11/24 7.03
- ----------------------------------------------------------------------------
(1) Data assumes a prepayment speed of 160% MHP.
(2) Coupon and price assumed for computational material.
The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. Under no circumstances
shall the information presented constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold nor may an offer to buy be accepted prior to the
delivery of a final prospectus relating to the securities. The above preliminary
description of the underlying assets has been provided by the issuer and has not
been independently verified by Credit Suisse First Boston. All information
described above is preliminary, limited in nature and subject to completion or
amendment. Credit Suisse First Boston makes no representations that the above
referenced security will actually perform as described in any scenario
presented.
CREDIT | FIRST
SUISSE | BOSTON
<PAGE>
Oakwood Senior/Subordinated Pass-Through Certificates,
Series 1997-B
COMPUTATIONAL MATERIALS
BOND PROFILE SUMMARY
- -----------------------------------------------------------------------------
Percent of MHP: 0 75 100 160 200 300
- -----------------------------------------------------------------------------
A1 SENIOR
Price: 99-29 Coupon: 6.3500 Original Par: 33,741,000
- -----------------------------------------------------------------------------
To Call:
Bond Yield: 6.39 6.34 6.32 6.28 6.26 6.20
Average Life: 4.49 1.81 1.52 1.10 0.93 0.68
Duration: 3.67 1.64 1.38 1.02 0.87 0.64
First Prin Pay: 6/97 6/97 6/97 6/97 6/97 6/97
Last Prin Pay: 4/05 11/00 4/00 6/99 3/99 9/98
- -----------------------------------------------------------------------------
A2 SENIOR
Price: 99-27+ Coupon: 6.7000 Original Par: 32,767,000
- -----------------------------------------------------------------------------
To Call:
Bond Yield: 6.78 6.77 6.76 6.75 6.74 6.72
Average Life: 10.69 5.15 4.32 3.10 2.61 1.90
Duration: 7.37 4.20 3.62 2.70 2.32 1.72
First Prin Pay: 4/05 11/00 4/00 6/99 3/99 9/98
Last Prin Pay: 7/10 4/04 3/03 7/01 11/00 11/99
- -----------------------------------------------------------------------------
A3 SENIOR
Price: 99-26 Coupon: 6.9000 Original Par: 22,379,000
- -----------------------------------------------------------------------------
To Call:
Bond Yield: 6.99 6.99 6.98 6.98 6.98 6.97
Average Life: 14.79 8.25 7.01 5.10 4.24 3.01
Duration: 8.97 6.08 5.37 4.15 3.55 2.63
First Prin Pay: 7/10 4/04 3/03 7/01 11/00 11/99
Last Prin Pay: 3/14 5/07 11/05 8/03 7/02 12/00
- -----------------------------------------------------------------------------
The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. Under no circumstances
shall the information presented constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold nor may an offer to buy be accepted prior to the
delivery of a final prospectus relating to the securities. The above preliminary
description of the underlying assets has been provided by the issuer and has not
been independently verified by Credit Suisse First Boston. All information
described above is preliminary, limited in nature and subject to completion or
amendment. Credit Suisse First Boston makes no representations that the above
referenced security will actually perform as described in any scenario
presented.
CREDIT | FIRST
SUISSE | BOSTON
<PAGE>
Oakwood Senior/Subordinated Pass-Through Certificates,
Series 1997-B
COMPUTATIONAL MATERIALS
BOND PROFILE SUMMARY
- -----------------------------------------------------------------------------
Percent of MHP: 0 75 100 160 200 300
- -----------------------------------------------------------------------------
A4 SENIOR
Price: 99-29+ Coupon: 7.1000 Original Par: 14,096,000
- -----------------------------------------------------------------------------
To Call
Bond Yield: 7.19 7.18 7.18 7.17 7.16 7.15
Average Life: 17.99 11.28 9.69 7.10 5.88 3.90
Duration: 9.84 7.51 6.78 5.39 4.65 3.30
First Prin Pay: 3/14 5/07 11/05 8/03 7/02 12/00
Last Prin Pay: 6/16 12/09 4/08 5/05 1/04 9/01
- -----------------------------------------------------------------------------
A5 SENIOR
Price: 99-29+ Coupon: 7.3750 Original Par: 33,982,000
- -----------------------------------------------------------------------------
To Call
Bond Yield: 7.47 7.47 7.46 7.46 7.46 7.45
Average Life: 21.87 16.25 14.55 11.19 9.45 6.22
Duration: 10.49 9.11 8.57 7.30 6.52 4.78
First Prin Pay: 6/16 12/09 4/08 5/05 1/04 9/01
Last Prin Pay: 12/21 1/18 6/16 10/12 8/10 7/06
- -----------------------------------------------------------------------------
M AA MEZZ
Price: 99-26+ Coupon: 7.7000 Original Par: 15,615,000
- -----------------------------------------------------------------------------
To Call
Bond Yield: 7.81 7.81 7.81 7.81 7.81 7.81
Average Life: 24.87 21.42 19.68 16.25 14.07 10.22
Duration: 10.71 10.14 9.79 8.96 8.30 6.83
First Prin Pay: 12/21 1/18 6/16 10/12 8/10 7/06
Last Prin Pay: 4/22 11/18 2/17 9/13 7/11 10/07
- ---------------------------
To Maturity
Price: 99-27
Bond Yield: 7.81 7.81 7.81 7.81 7.81 7.81
Average Life: 25.78 23.64 22.50 19.57 17.51 12.93
Duration: 10.83 10.50 10.30 9.70 9.19 7.76
First Prin Pay: 12/21 1/18 6/16 10/12 8/10 7/06
Last Prin Pay: 11/24 11/24 11/24 11/24 11/24 11/24
- -----------------------------------------------------------------------------
The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. Under no circumstances
shall the information presented constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold nor may an offer to buy be accepted prior to the
delivery of a final prospectus relating to the securities. The above preliminary
description of the underlying assets has been provided by the issuer and has not
been independently verified by Credit Suisse First Boston. All information
described above is preliminary, limited in nature and subject to completion or
amendment. Credit Suisse First Boston makes no representations that the above
referenced security will actually perform as described in any scenario
presented.
CREDIT | FIRST
SUISSE | BOSTON
<PAGE>
Oakwood Senior/Subordinated Pass-Through Certificates,
Series 1997-B
COMPUTATIONAL MATERIALS
BOND PROFILE SUMMARY
- -----------------------------------------------------------------------------
Percent of MHP: 0 75 100 160 200 300
- -----------------------------------------------------------------------------
B1 BBB SUB
Price: 99-31+ Coupon: 7.7750 Original Par: 16,953,000
- -----------------------------------------------------------------------------
To Call
Bond Yield: 7.87 7.87 7.87 7.86 7.86 7.85
Average Life: 20.74 15.11 13.48 10.47 9.26 7.72
Duration: 9.88 8.37 7.83 6.69 6.19 5.51
First Prin Pay: 11/11 5/05 3/04 5/02 12/01 12/01
Last Prin Pay: 4/22 11/18 2/17 9/13 7/11 10/07
- ---------------------------
To Maturity
Price: 99-31+
Bond Yield: 7.87 7.87 7.87 7.86 7.86 7.85
Average Life: 20.78 15.23 13.62 10.61 9.44 8.05
Duration: 9.88 8.39 7.86 6.73 6.24 5.65
First Prin Pay: 11/11 5/05 3/04 5/02 12/01 12/01
Last Prin Pay: 12/22 12/20 9/19 4/16 6/14 3/11
- -----------------------------------------------------------------------------
B2 BBB- SUB
Price: 99-27+ Coupon: 8.0500 Original Par: 8,923,192
- -----------------------------------------------------------------------------
To Call
Bond Yield: 8.17 8.17 8.16 8.16 8.16 8.15
Average Life: 20.87 15.41 13.75 10.79 9.49 7.75
Duration: 9.67 8.27 7.75 6.68 6.18 5.46
First Prin Pay: 11/11 5/05 3/04 5/02 12/01 12/01
Last Prin Pay: 4/22 11/18 2/17 9/13 7/11 10/07
- ---------------------------
To Maturity
Price: 99-28
Bond Yield: 8.17 8.16 8.16 8.16 8.16 8.16
Average Life: 21.34 16.51 15.17 12.52 11.39 9.77
Duration: 9.73 8.43 7.98 7.03 6.63 6.10
First Prin Pay: 11/11 5/05 3/04 5/02 12/01 12/01
Last Prin Pay: 11/24 11/24 11/24 11/24 11/24 11/24
- -----------------------------------------------------------------------------
The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. Under no circumstances
shall the information presented constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold nor may an offer to buy be accepted prior to the
delivery of a final prospectus relating to the securities. The above preliminary
description of the underlying assets has been provided by the issuer and has not
been independently verified by Credit Suisse First Boston. All information
described above is preliminary, limited in nature and subject to completion or
amendment. Credit Suisse First Boston makes no representations that the above
referenced security will actually perform as described in any scenario
presented.
CREDIT | FIRST
SUISSE | BOSTON
<PAGE>
Oakwood Senior/Subordinated Pass-Through Certificates,
Series 1997-B
COMPUTATIONAL MATERIALS
Percent of Principal Outstanding of Class A-1
- -------------------------------------------------------------------------------
Percent of MHP: 0 75 100 160 200 300
- -------------------------------------------------------------------------------
Initial Percent 100 100 100 100 100 100
May 15, 1998 91 74 68 55 46 23
May 15, 1999 81 44 32 4 0 0
May 15, 2000 71 14 0 0 0 0
May 15, 2001 60 0 0 0 0 0
May 15, 2002 46 0 0 0 0 0
May 15, 2003 32 0 0 0 0 0
May 15, 2004 15 0 0 0 0 0
May 15, 2005 0 0 0 0 0 0
May 15, 2006 0 0 0 0 0 0
May 15, 2007 0 0 0 0 0 0
May 15, 2008 0 0 0 0 0 0
May 15, 2009 0 0 0 0 0 0
May 15, 2010 0 0 0 0 0 0
May 15, 2011 0 0 0 0 0 0
May 15, 2012 0 0 0 0 0 0
May 15, 2013 0 0 0 0 0 0
May 15, 2014 0 0 0 0 0 0
May 15, 2015 0 0 0 0 0 0
May 15, 2016 0 0 0 0 0 0
May 15, 2017 0 0 0 0 0 0
May 15, 2018 0 0 0 0 0 0
May 15, 2019 0 0 0 0 0 0
May 15, 2020 0 0 0 0 0 0
May 15, 2021 0 0 0 0 0 0
May 15, 2022 0 0 0 0 0 0
May 15, 2023 0 0 0 0 0 0
May 15, 2024 0 0 0 0 0 0
May 15, 2025 0 0 0 0 0 0
Avg Life In Years: 4.5 1.8 1.5 1.1 0.9 0.7
- -------------------------------------------------------------------------------
The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. Under no circumstances
shall the information presented constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold nor may an offer to buy be accepted prior to the
delivery of a final prospectus relating to the securities. The above preliminary
description of the underlying assets has been provided by the issuer and has not
been independently verified by Credit Suisse First Boston. All information
described above is preliminary, limited in nature and subject to completion or
amendment. Credit Suisse First Boston makes no representations that the above
referenced security will actually perform as described in any scenario
presented.
CREDIT | FIRST
SUISSE | BOSTON
<PAGE>
Oakwood Senior/Subordinated Pass-Through Certificates,
Series 1997-B
COMPUTATIONAL MATERIALS
Percent of Principal Outstanding of Class A-2
- -------------------------------------------------------------------------------
Percent of MHP: 0 75 100 160 200 300
- -------------------------------------------------------------------------------
Initial Percent 100 100 100 100 100 100
May 15, 1998 100 100 100 100 100 100
May 15, 1999 100 100 100 100 85 39
May 15, 2000 100 100 96 53 26 0
May 15, 2001 100 84 60 7 0 0
May 15, 2002 100 54 26 0 0 0
May 15, 2003 100 24 0 0 0 0
May 15, 2004 100 0 0 0 0 0
May 15, 2005 97 0 0 0 0 0
May 15, 2006 81 0 0 0 0 0
May 15, 2007 65 0 0 0 0 0
May 15, 2008 46 0 0 0 0 0
May 15, 2009 26 0 0 0 0 0
May 15, 2010 2 0 0 0 0 0
May 15, 2011 0 0 0 0 0 0
May 15, 2012 0 0 0 0 0 0
May 15, 2013 0 0 0 0 0 0
May 15, 2014 0 0 0 0 0 0
May 15, 2015 0 0 0 0 0 0
May 15, 2016 0 0 0 0 0 0
May 15, 2017 0 0 0 0 0 0
May 15, 2018 0 0 0 0 0 0
May 15, 2019 0 0 0 0 0 0
May 15, 2020 0 0 0 0 0 0
May 15, 2021 0 0 0 0 0 0
May 15, 2022 0 0 0 0 0 0
May 15, 2023 0 0 0 0 0 0
May 15, 2024 0 0 0 0 0 0
May 15, 2025 0 0 0 0 0 0
Avg Life In Years: 10.7 5.2 4.3 3.1 2.6 1.9
- -------------------------------------------------------------------------------
The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. Under no circumstances
shall the information presented constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold nor may an offer to buy be accepted prior to the
delivery of a final prospectus relating to the securities. The above preliminary
description of the underlying assets has been provided by the issuer and has not
been independently verified by Credit Suisse First Boston. All information
described above is preliminary, limited in nature and subject to completion or
amendment. Credit Suisse First Boston makes no representations that the above
referenced security will actually perform as described in any scenario
presented.
CREDIT | FIRST
SUISSE | BOSTON
<PAGE>
Oakwood Senior/Subordinated Pass-Through Certificates,
Series 1997-B
COMPUTATIONAL MATERIALS
Percent of Principal Outstanding of Class A-3
- ------------------------------------------------------------------------------
Percent of MHP: 0 75 100 160 200 300
- ------------------------------------------------------------------------------
Initial Percent 100 100 100 100 100 100
May 15, 1998 100 100 100 100 100 100
May 15, 1999 100 100 100 100 100 100
May 15, 2000 100 100 100 100 100 48
May 15, 2001 100 100 100 100 63 0
May 15, 2002 100 100 100 50 5 0
May 15, 2003 100 100 90 8 0 0
May 15, 2004 100 93 47 0 0 0
May 15, 2005 100 52 14 0 0 0
May 15, 2006 100 25 0 0 0 0
May 15, 2007 100 0 0 0 0 0
May 15, 2008 100 0 0 0 0 0
May 15, 2009 100 0 0 0 0 0
May 15, 2010 100 0 0 0 0 0
May 15, 2011 65 0 0 0 0 0
May 15, 2012 42 0 0 0 0 0
May 15, 2013 20 0 0 0 0 0
May 15, 2014 0 0 0 0 0 0
May 15, 2015 0 0 0 0 0 0
May 15, 2016 0 0 0 0 0 0
May 15, 2017 0 0 0 0 0 0
May 15, 2018 0 0 0 0 0 0
May 15, 2019 0 0 0 0 0 0
May 15, 2020 0 0 0 0 0 0
May 15, 2021 0 0 0 0 0 0
May 15, 2022 0 0 0 0 0 0
May 15, 2023 0 0 0 0 0 0
May 15, 2024 0 0 0 0 0 0
May 15, 2025 0 0 0 0 0 0
Avg Life In Years: 14.8 8.2 7.0 5.1 4.2 3.0
- ------------------------------------------------------------------------------
The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. Under no circumstances
shall the information presented constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold nor may an offer to buy be accepted prior to the
delivery of a final prospectus relating to the securities. The above preliminary
description of the underlying assets has been provided by the issuer and has not
been independently verified by Credit Suisse First Boston. All information
described above is preliminary, limited in nature and subject to completion or
amendment. Credit Suisse First Boston makes no representations that the above
referenced security will actually perform as described in any scenario
presented.
CREDIT | FIRST
SUISSE | BOSTON
<PAGE>
Oakwood Senior/Subordinated Pass-Through Certificates,
Series 1997-B
COMPUTATIONAL MATERIALS
Percent of Principal Outstanding of Class A-4
- ------------------------------------------------------------------------------
Percent of MHP: 0 75 100 160 200 300
- ------------------------------------------------------------------------------
Initial Percent 100 100 100 100 100 100
May 15, 1998 100 100 100 100 100 100
May 15, 1999 100 100 100 100 100 100
May 15, 2000 100 100 100 100 100 100
May 15, 2001 100 100 100 100 100 34
May 15, 2002 100 100 100 100 100 0
May 15, 2003 100 100 100 100 40 0
May 15, 2004 100 100 100 54 0 0
May 15, 2005 100 100 100 0 0 0
May 15, 2006 100 100 78 0 0 0
May 15, 2007 100 100 36 0 0 0
May 15, 2008 100 60 0 0 0 0
May 15, 2009 100 21 0 0 0 0
May 15, 2010 100 0 0 0 0 0
May 15, 2011 100 0 0 0 0 0
May 15, 2012 100 0 0 0 0 0
May 15, 2013 100 0 0 0 0 0
May 15, 2014 93 0 0 0 0 0
May 15, 2015 49 0 0 0 0 0
May 15, 2016 1 0 0 0 0 0
May 15, 2017 0 0 0 0 0 0
May 15, 2018 0 0 0 0 0 0
May 15, 2019 0 0 0 0 0 0
May 15, 2020 0 0 0 0 0 0
May 15, 2021 0 0 0 0 0 0
May 15, 2022 0 0 0 0 0 0
May 15, 2023 0 0 0 0 0 0
May 15, 2024 0 0 0 0 0 0
May 15, 2025 0 0 0 0 0 0
Avg Life In Years: 18.0 11.3 9.7 7.1 5.9 3.9
- ------------------------------------------------------------------------------
The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. Under no circumstances
shall the information presented constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold nor may an offer to buy be accepted prior to the
delivery of a final prospectus relating to the securities. The above preliminary
description of the underlying assets has been provided by the issuer and has not
been independently verified by Credit Suisse First Boston. All information
described above is preliminary, limited in nature and subject to completion or
amendment. Credit Suisse First Boston makes no representations that the above
referenced security will actually perform as described in any scenario
presented.
CREDIT | FIRST
SUISSE | BOSTON
<PAGE>
Oakwood Senior/Subordinated Pass-Through Certificates,
Series 1997-B
COMPUTATIONAL MATERIALS
Percent of Principal Outstanding of Class A-5
- ------------------------------------------------------------------------------
Percent of MHP: 0 75 100 160 200 300
- ------------------------------------------------------------------------------
Initial Percent 100 100 100 100 100 100
May 15, 1998 100 100 100 100 100 100
May 15, 1999 100 100 100 100 100 100
May 15, 2000 100 100 100 100 100 100
May 15, 2001 100 100 100 100 100 100
May 15, 2002 100 100 100 100 100 75
May 15, 2003 100 100 100 100 100 50
May 15, 2004 100 100 100 100 92 30
May 15, 2005 100 100 100 100 70 14
May 15, 2006 100 100 100 81 53 1
May 15, 2007 100 100 100 64 38 0
May 15, 2008 100 100 98 49 24 0
May 15, 2009 100 100 83 36 12 0
May 15, 2010 100 92 67 23 2 0
May 15, 2011 100 76 52 12 0 0
May 15, 2012 100 64 41 3 0 0
May 15, 2013 100 52 30 0 0 0
May 15, 2014 100 40 20 0 0 0
May 15, 2015 100 28 10 0 0 0
May 15, 2016 100 16 0 0 0 0
May 15, 2017 79 5 0 0 0 0
May 15, 2018 65 0 0 0 0 0
May 15, 2019 49 0 0 0 0 0
May 15, 2020 32 0 0 0 0 0
May 15, 2021 12 0 0 0 0 0
May 15, 2022 0 0 0 0 0 0
May 15, 2023 0 0 0 0 0 0
May 15, 2024 0 0 0 0 0 0
May 15, 2025 0 0 0 0 0 0
Avg Life In Years: 21.9 16.3 14.5 11.2 9.4 6.2
- ------------------------------------------------------------------------------
The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. Under no circumstances
shall the information presented constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold nor may an offer to buy be accepted prior to the
delivery of a final prospectus relating to the securities. The above preliminary
description of the underlying assets has been provided by the issuer and has not
been independently verified by Credit Suisse First Boston. All information
described above is preliminary, limited in nature and subject to completion or
amendment. Credit Suisse First Boston makes no representations that the above
referenced security will actually perform as described in any scenario
presented.
CREDIT | FIRST
SUISSE | BOSTON
<PAGE>
Oakwood Senior/Subordinated Pass-Through Certificates,
Series 1997-B
COMPUTATIONAL MATERIALS
Percent of Principal Outstanding of Class M
- ------------------------------------------------------------------------------
Percent of MHP: 0 75 100 160 200 300
- ------------------------------------------------------------------------------
Initial Percent 100 100 100 100 100 100
May 15, 1998 100 100 100 100 100 100
May 15, 1999 100 100 100 100 100 100
May 15, 2000 100 100 100 100 100 100
May 15, 2001 100 100 100 100 100 100
May 15, 2002 100 100 100 100 100 100
May 15, 2003 100 100 100 100 100 100
May 15, 2004 100 100 100 100 100 100
May 15, 2005 100 100 100 100 100 100
May 15, 2006 100 100 100 100 100 100
May 15, 2007 100 100 100 100 100 81
May 15, 2008 100 100 100 100 100 63
May 15, 2009 100 100 100 100 100 49
May 15, 2010 100 100 100 100 100 38
May 15, 2011 100 100 100 100 85 29
May 15, 2012 100 100 100 100 71 22
May 15, 2013 100 100 100 90 58 17
May 15, 2014 100 100 100 75 47 13
May 15, 2015 100 100 100 61 37 9
May 15, 2016 100 100 100 49 29 7
May 15, 2017 100 100 81 38 22 5
May 15, 2018 100 94 67 30 17 3
May 15, 2019 100 77 54 23 13 2
May 15, 2020 100 59 42 17 9 2
May 15, 2021 100 42 29 12 6 1
May 15, 2022 78 25 17 6 3 1
May 15, 2023 35 11 7 3 1 0
May 15, 2024 12 4 2 1 0 0
May 15, 2025 0 0 0 0 0 0
Avg Life In Years: 25.8 23.6 22.5 19.6 17.5 12.9
- ------------------------------------------------------------------------------
The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. Under no circumstances
shall the information presented constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold nor may an offer to buy be accepted prior to the
delivery of a final prospectus relating to the securities. The above preliminary
description of the underlying assets has been provided by the issuer and has not
been independently verified by Credit Suisse First Boston. All information
described above is preliminary, limited in nature and subject to completion or
amendment. Credit Suisse First Boston makes no representations that the above
referenced security will actually perform as described in any scenario
presented.
CREDIT | FIRST
SUISSE | BOSTON
<PAGE>
Oakwood Senior/Subordinated Pass-Through Certificates,
Series 1997-B
COMPUTATIONAL MATERIALS
Percent of Principal Outstanding of Class B-1
------------------------------------------------------------------------------
Percent of MHP: 0 75 100 160 200 300
------------------------------------------------------------------------------
Initial Percent 100 100 100 100 100 100
May 15, 1998 100 100 100 100 100 100
May 15, 1999 100 100 100 100 100 100
May 15, 2000 100 100 100 100 100 100
May 15, 2001 100 100 100 100 100 100
May 15, 2002 100 100 100 99 93 89
May 15, 2003 100 100 100 87 79 71
May 15, 2004 100 100 98 76 67 56
May 15, 2005 100 99 88 65 56 44
May 15, 2006 100 91 80 57 48 35
May 15, 2007 100 84 72 50 41 26
May 15, 2008 100 76 65 43 34 17
May 15, 2009 100 69 57 37 27 10
May 15, 2010 100 62 51 31 20 4
May 15, 2011 100 55 44 24 13 0
May 15, 2012 97 49 39 18 8 0
May 15, 2013 90 44 34 13 4 0
May 15, 2014 83 38 29 8 0 0
May 15, 2015 75 33 22 3 0 0
May 15, 2016 66 27 16 0 0 0
May 15, 2017 56 19 10 0 0 0
May 15, 2018 50 14 5 0 0 0
May 15, 2019 43 8 1 0 0 0
May 15, 2020 35 3 0 0 0 0
May 15, 2021 24 0 0 0 0 0
May 15, 2022 9 0 0 0 0 0
May 15, 2023 0 0 0 0 0 0
May 15, 2024 0 0 0 0 0 0
May 15, 2025 0 0 0 0 0 0
Avg Life In Years: 20.8 15.2 13.6 10.6 9.4 8.1
- -------------------------------------------------------------------------------
The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. Under no circumstances
shall the information presented constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold nor may an offer to buy be accepted prior to the
delivery of a final prospectus relating to the securities. The above preliminary
description of the underlying assets has been provided by the issuer and has not
been independently verified by Credit Suisse First Boston. All information
described above is preliminary, limited in nature and subject to completion or
amendment. Credit Suisse First Boston makes no representations that the above
referenced security will actually perform as described in any scenario
presented.
CREDIT | FIRST
SUISSE | BOSTON
<PAGE>
Oakwood Senior/Subordinated Pass-Through Certificates,
Series 1997-B
COMPUTATIONAL MATERIALS
Percent of Principal Outstanding of Class B-2
- ------------------------------------------------------------------------------
Percent of MHP: 0 75 100 160 200 300
- ------------------------------------------------------------------------------
Initial Percent 100 100 100 100 100 100
May 15, 1998 100 100 100 100 100 100
May 15, 1999 100 100 100 100 100 100
May 15, 2000 100 100 100 100 100 100
May 15, 2001 100 100 100 100 100 100
May 15, 2002 100 100 100 99 93 89
May 15, 2003 100 100 100 87 79 71
May 15, 2004 100 100 98 76 67 56
May 15, 2005 100 99 88 65 56 44
May 15, 2006 100 91 80 57 48 35
May 15, 2007 100 84 72 50 41 30
May 15, 2008 100 76 65 43 34 30
May 15, 2009 100 69 57 37 30 30
May 15, 2010 100 62 51 31 30 30
May 15, 2011 100 55 44 30 30 28
May 15, 2012 97 49 39 30 30 22
May 15, 2013 90 44 34 30 30 17
May 15, 2014 83 38 30 30 30 13
May 15, 2015 75 33 30 30 24 9
May 15, 2016 66 30 30 29 19 7
May 15, 2017 56 30 30 22 14 5
May 15, 2018 50 30 30 18 11 3
May 15, 2019 43 30 30 14 8 2
May 15, 2020 35 30 25 10 6 2
May 15, 2021 30 25 17 7 4 1
May 15, 2022 30 15 10 4 2 0
May 15, 2023 21 6 4 2 1 0
May 15, 2024 7 2 1 0 0 0
May 15, 2025 0 0 0 0 0 0
Avg Life In Years: 21.3 16.5 15.2 12.5 11.4 9.8
- ------------------------------------------------------------------------------
The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. Under no circumstances
shall the information presented constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold nor may an offer to buy be accepted prior to the
delivery of a final prospectus relating to the securities. The above preliminary
description of the underlying assets has been provided by the issuer and has not
been independently verified by Credit Suisse First Boston. All information
described above is preliminary, limited in nature and subject to completion or
amendment. Credit Suisse First Boston makes no representations that the above
referenced security will actually perform as described in any scenario
presented.
CREDIT | FIRST
SUISSE | BOSTON
===========================================
OAKWOOD MORTGAGE INVESTORS, INC.,
OAKWOOD ACCEPTANCE CORPORATION
AND
PNC BANK, NATIONAL ASSOCIATION,
TRUSTEE
----------
SERIES 1997-B POOLING AND SERVICING AGREEMENT
DATED AS OF MAY 1, 1997
----------
OAKWOOD MORTGAGE INVESTORS, INC.
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 1997-B
===========================================
<PAGE>
THIS SERIES 1997-B POOLING AND SERVICING AGREEMENT, dated as of May 1,
1997, is made with respect to the formation of OMI Trust 1997-B (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 $178,456,192, to be known as the Senior/Subordinated Pass-Through
Certificates, Series 1997-B (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 M 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 M 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 shall be May 1, 1997.
S - 2
<PAGE>
"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, Class M 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 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
S - 3
<PAGE>
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 and Class A-5
Certificates.
"Class A/M 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 sum of the aggregate Certificate
Principal Balances of the Class A Certificates and the Class M 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,
the Class M Principal Balance and the Class B Principal Balance, each
immediately prior to such Distribution Date, is greater than (y) the percentage
derived from the fraction (which shall not be greater than 1), the numerator of
which is the Class B Principal Balance immediately prior to such Distribution
Date less the Class B-2 Floor Amount for such Distribution Date, and the
denominator of which is the Principal Distribution Amount for such Distribution
Date, then the Class A/M Percentage for such Distribution Date shall equal the
lesser of (x) the percentage derived from the fraction (which shall not be
greater than 1), the numerator of which is the sum of the Class A Principal
Balance and the Class M Principal Balance immediately prior to such Distribution
Date and the denominator of which is the Principal Distribution Amount for such
Distribution Date, and (w) 100% less the percentage derived from the fraction
(which shall not be greater than 1), the numerator of which is the Class B
Principal Balance immediately prior to such Distribution Date less the Class B-2
Floor Amount for such Distribution Date, and the denominator of which is the
Principal Distribution Amount for such Distribution Date. The "Class A Principal
Balance", "Class M Principal Balance" and "Class B Principal Balance" will be
based on the Certificate Principal Balance of the Certificates.
"Class A Subaccounts": Any or all, as appropriate, of the Class A-1,
Class A-2, Class A-3, Class A-4 or Class A-5 Subaccounts.
"Class B Certificates": The Class B-1 Certificates and Class B-2
Certificates.
S - 4
<PAGE>
"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) 2.44% of the aggregate principal balance of the Assets as of the Cut-off
Date, if the Class M Certificate Principal Balance has not been reduced to zero
immediately prior to such Distribution Date, and (b) zero, if the Class M
Certificate Principal Balance has been reduced to zero immediately prior to such
Distribution Date.
"Class B Cross-over Date": The later to occur of (a) the Distribution
Date occurring in December 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/M Percentage for such Distribution Date.
"Class B Principal Distribution Tests": With respect to each
Distribution Date: (a) the Average Sixty-Day Delinquency Ratio as of such
Distribution Date does not exceed 5%; (b) the Average Thirty-Day Delinquency
Ratio as of such Distribution Date does not exceed 7%; (c) the Cumulative
Realized Losses as of such Distribution Date do not exceed an amount equal to
the percentage set forth below of the initial aggregate Certificate Principal
Balance of all the Certificates:
Distribution Dates Percentage
December 2001 through May 2003 7%
June 2003 through May 2004 8%
June 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.
S - 5
<PAGE>
"Class M Certificates": The Class M Certificates.
"Class M Liquidity Account": The fund established pursuant to Section
6(a) hereof and to be applied specifically to the Class M Certificates. The
Class M Liquidity Account shall be deemed to be a "Reserve Fund" as such term is
defined in the Standard Terms.
"Class M Liquidity Account Draw Amount": On any Distribution Date, the
lesser of (i) the amount on deposit in the Class M 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 M Certificates that are not distributed out of the Available Distribution
for such Distribution Date.
"Class M Liquidity Account Required Amount": On any Distribution Date,
three months of interest at the Class M Pass-Through Rate on the Class M
Certificate Principal Balance after giving effect to principal distributions on
such Distribution Date.
"Class M Subaccount": The Class M Subaccount.
"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, the Class M Certificates and the Class B Certificates at a rate
equal to the difference, if any, between the Weighted Average Net Asset Rate and
the weighted average of the Pass-Through Rates on the Class A Certificates, the
Class M Certificates and the Class B Certificates.
"Closing Date": May 22, 1997.
"Corporate Trust Office": The address set forth hereinbelow under
"Trustee".
S - 6
<PAGE>
"Corresponding Certificates": For any Subaccount, the Class of
Certificates bearing the same letter and numerical designation as that borne by
such Subaccount.
"Corresponding Subaccount" For any Class of Certificates, the
Subaccount bearing the same letter and numerical designation as that borne by
such Class.
"Cumulative Realized Losses": With respect to any Distribution Date,
the aggregate Realized Losses incurred on the Assets during the period from the
Cut-off Date through the end of the related Prepayment Period.
"Current Realized Loss Ratio": With respect to any Distribution Date,
the annualized percentage derived from the fraction, the numerator of which is
the sum of the aggregate Realized Losses for the three preceding Prepayment
Periods and the denominator of which is the arithmetic average of the Pool
Scheduled Principal Balances for such Distribution Date and the preceding two
Distribution Dates.
"Cut-off Date": May 1, 1997.
"ERISA Restricted Certificates": The Class M, Class B-1, Class B-2,
Class X and Class R Certificates.
"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 Class A Certificates or the
Class A 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 M 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
May 1, 1997, for the benefit of the Trustee, of Limited Guarantee Payment
Amounts.
S - 7
<PAGE>
"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.
"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 M and Class B
Certificates.
"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.
"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.
S - 8
<PAGE>
"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 M 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.
"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:
INITIAL
PASS-THROUGH SUBACCOUNT
SUBACCOUNT RATE PRINCIPAL BALANCE
---------- ---- -----------------
A-1 (1) $33,741,000
A-2 (1) $32,767,000
A-3 (1) $22,379,000
A-4 (1) $14,096,000
A-5 (1) $33,982,000
M (1) $15,615,000
B-1 (1) $16,953,000
B-2 (1) $ 8,923,192
(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 August
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
August 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
S - 9
<PAGE>
Subaccount in reduction of its Subaccount Principal Balance pursuant to Sections
5(a) and 7 hereof.
"Subordinated Certificates": The Class M, 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-B (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).
"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
$178,456,192, 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:
S - 10
<PAGE>
<TABLE>
<CAPTION>
INITIAL FINAL
CERTIFICATE SCHEDULED
PRINCIPAL PASS THROUGH DISTRIBUTION
DESIGNATION BALANCE RATE DATE(6)
<S> <C> <C> <C>
A-1 $33,741,000 6.500% August 15, 2027
A-2 $32,767,000 6.750% August 15, 2027
A-3 $22,379,000 6.950% August 15, 2027
A-4 $14,096,000 7.100% August 15, 2027
A-5 $33,982,000 7.375% August 15, 2027
M $15,615,000 (1) August 15, 2027
B-1 $16,953,000 (2) August 15, 2027
B-2 $ 8,923,192 (3) August 15, 2027
X (4) (4) August 15, 2027
R (5) (5) August 15, 2027
</TABLE>
(1) The Pass-Through Rate on the Class M Certificates for any
Distribution Date shall be equal to the lesser of (i) 7.775% per annum
or (ii) the Weighted Average Net Asset Rate.
(2) The Pass-Through Rate on the Class B-1 Certificates for
any Distribution Date shall be equal to the lesser of (i) 7.750% per
annum or (ii) the Weighted Average Net Asset Rate.
(3) The Pass-Through Rate on the Class B-2 Certificates for
any Distribution Date shall be equal to the lesser of (i) 8.075% per
annum or (ii) the Weighted Average Net Asset Rate.
(4) The Class X Certificates shall have no Certificate
Principal Balance and no Pass-Through Rate. The Class X Certificates
will represent the right to receive, on each Distribution Date, the
applicable Class X Strip Amount and any Class X Carryover Strip Amount.
(5) The Class R Certificates shall have no Certificate
Principal Balance and no Pass-Through Rate, and shall represent the
residual interest in both the Pooling REMIC and the Issuing REMIC.
Following the division of the Class R Certificates into two separately
transferable, certificated and fully registered certificates in
accordance with Section 11(b) hereof, the Class R-1 and Class R-2
Certificates shall have no Certificate Principal Balances and no
Pass-Through Rates and shall represent the residual interest in the
Issuing REMIC and the Pooling REMIC, respectively.
(6) 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.
S - 11
<PAGE>
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:
(i) First, concurrently, to each Class A Subaccount, (A)
first, its Priority Interest Amount for such Distribution Date, with
the Available Distribution being allocated among the Class A
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 Class A Subaccounts PRO RATA
based on their respective Carryover Interest Amounts;
(ii) Second, to the Class M 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 Class A Subaccount, the
related Principal Distribution Shortfall Carryover Amount for the Class
A Subaccounts, if any, for such Distribution Date, allocated among the
Class A Subaccounts pro rata based on their respective Subaccount
Principal Balances;
S - 12
<PAGE>
(vi) Sixth, to the Class A Subaccounts, (A) if the Class B
Cross-over Date has not yet occurred or if the Class B Principal
Distribution Tests are not met for such Distribution Date, the
Principal Distribution Amount, or (B) if the Class B Cross-over Date
has occurred and the Class B Principal Distribution Tests are met for
such Distribution Date, the Class A/M Percentage of the Principal
Distribution Amount, in either case allocated in the following
sequential order:
(1) First, to the Class A-1 Subaccount in reduction
of the Subaccount Principal Balance of such Subaccount, until
it has been reduced to zero;
(2) Second, to the Class A-2 Subaccount in reduction
of the Subaccount Principal Balance of such Subaccount, until
it has been reduced to zero;
(3) Third, to the Class A-3 Subaccount in reduction
of the Subaccount Principal Balance of such Subaccount, until
it has been reduced to zero;
(4) Fourth, to the Class A-4 Subaccount in reduction
of the Subaccount Principal Balance of such Subaccount, until
it has been reduced to zero; 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 Class A Subaccounts
immediately prior to such Distribution Date, the Principal
Distribution Amount or applicable percentage thereof will be
allocated among the Class A Subaccounts PRO RATA based upon
their respective Subaccount Principal Balances;
(vii) Seventh, to the Class M 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 M Subaccount, the related
Principal Distribution Shortfall Carryover Amount for the Class M
Subaccount, if any, for such Distribution Date;
(ix) Ninth, to the Class M Subaccount, (A) if the Class B
Cross-over Date has not yet occurred or if the Class B Principal
Distribution Tests are not met for such Distribution Date, the
Principal Distribution Amount, or (B) if the Class B Cross-over Date
has occurred and the Class B Principal Distribution Tests are met for
such Distribution Date the Class A/M Percentage of the Principal
Distribution Amount (in the case of (A) or (B), less the portion
thereof, if any, distributable pursuant to clause (vi) above on such
Distribution Date);
S - 13
<PAGE>
(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, the percentage
equivalent of the fraction (which shall not be greater than 1), the
numerator of which is the Class B-1 Adjusted Subaccount Principal
Balance and the denominator of which is the Class B Adjusted Subaccount
Principal Balance, of (A) if the Class B Cross-over Date has occurred
and the Class B Principal Distribution Tests are met for such
Distribution Date, the Class B Percentage of the Principal Distribution
Amount; or (B) if the Class M 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, distributed pursuant to clauses (vi) or (ix)
above on such Distribution Date);
(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, the remaining
Principal Distribution Amount, if any, after all principal allocations
pursuant to clauses (vi), (ix) and (xii) above have been made on such
Distribution Date; PROVIDED, HOWEVER, if the Class M 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 first to the Class B-1 Subaccount and then to
the Class M 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 (xiv) shall not exceed the amounts deposited to
the Class M Liquidity Account and the Class B-2 Liquidity Account
pursuant to clause (xvi) of Section 5(b) hereof;
S - 14
<PAGE>
(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) Finally, any remainder to Holders of the Pooling REMIC
Residual Interest.
(b) On each Distribution Date, after all Subaccount allocations have
been made as described in Section 5(a) above 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 Class A
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 Class A Certificates PRO RATA based on their respective Carryover
Interest Amounts;
(ii) Second, to the Class M Certificates, (A) first, the
related Interest Distribution Amount for such Distribution Date, and
(B) second, any related Carryover Interest Amount for such Distribution
Date, allocated first to pay all interest accrued and unpaid on overdue
Interest Distribution Amounts and then to pay such overdue Interest
Distribution Amounts;
(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;
S - 15
<PAGE>
(v) Fifth, concurrently, to each Class of Class A
Certificates, the related Principal Distribution Shortfall Carryover
Amount for the Class A Certificates, if any, for such Distribution
Date, allocated among the Class A Certificates pro rata based on their
respective Certificate Principal Balances;
(vi) Sixth, to the Class A Certificates, (A) if the Class B
Cross-over Date has not yet occurred or if the Class B Principal
Distribution Tests are not met for such Distribution Date, the
Principal Distribution Amount, or (B) if the Class B Cross-over Date
has occurred and the Class B Principal Distribution Tests are met for
such Distribution Date, the Class A/M Percentage of the Principal
Distribution Amount, in either case allocated in the following
sequential order:
(1) First, to the Class A-1 Certificates in reduction
of the Certificate Principal Balance of such Class, until it
has been reduced to zero;
(2) Second, to the Class A-2 Certificates in
reduction of the Certificate Principal Balance of such Class,
until it has been reduced to zero;
(3) Third, to the Class A-3 Certificates in reduction
of the Certificate Principal Balance of such Class, until it
has been reduced to zero;
(4) Fourth, to the Class A-4 Certificates in
reduction of the Certificate Principal Balance of such Class,
until it has been reduced to zero; 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 Class A Certificates,
immediately prior to such Distribution Date, the Principal
Distribution Amount or applicable percentage thereof will be
allocated among the Class A Certificates PRO RATA based upon
their respective Certificate Principal Balances;
(vii) Seventh, to the Class M Certificates, (A) first, any
related Writedown Interest Amount for such Distribution Date, and (B)
second, any related Carryover Writedown Interest Amount for such
Distribution Date;
(viii) Eighth, to the Class M Certificates, the related
Principal Distribution Shortfall Carryover Amount for the Class M
Certificates, if any, for such Distribution Date;
(ix) Ninth, to the Class M Certificates, (A) if the Class B
Cross-over Date has not yet occurred or if the Class B Principal
Distribution Tests are not met for such Distribution Date, the
Principal Distribution Amount, or (B) if the Class B Cross-over
S - 16
<PAGE>
Date has occurred and the Class B Principal Distribution Tests are met
for such Distribution Date, the Class A/M Percentage of the Principal
Distribution Amount (in the case of (A) or (B), less the portion
thereof, if any, 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;
(xii) Twelfth, to the Class B-1 Certificates, the percentage
equivalent of the fraction (which shall not be greater than 1), the
numerator of which is the Class B-1 Adjusted Certificate Principal
Balance and the denominator of which is the Class B Adjusted
Certificate Principal Balance, of (A) if the Class B Cross-over Date
has occurred and the Class B Principal Distribution Tests are met for
such Distribution Date, the Class B Percentage of the Principal
Distribution Amount; or (B) if the Class M Certificate Principal
Balance has been or is reduced to zero on or before such Distribution
Date, the entire Principal Distribution Amount (in the case of (A) or
(B), less the portion thereof, if any, allocated pursuant to clauses
(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, the remaining
Principal Distribution Amount, if any, after all principal allocations
pursuant to clauses (vi), (ix) and (xii) above have been made on such
Distribution Date; PROVIDED, HOWEVER, if the Class M Certificate
Principal Balance has not been reduced to zero on or prior to such
Distribution Date, then amounts distributable pursuant to this clause
(xv) shall be allocated first to the Class B-1 Certificates and then to
the Class M Certificates to the extent that allocation of such amounts
to the Class B-2 Certificates would reduce the Class B-2 Certificate
Principal Balance below the Class B-2 Floor Amount;
(xvi) Sixteenth, to the Class M Liquidity Account and the
Class B-1 Liquidity Account in the following sequential order:
S - 17
<PAGE>
(1) to the Class M Liquidity Account until the amount
on deposit therein equals the Class M 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
(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, Class M or Class B Certificates issued after
the Closing Date in certificated, fully-registered form, the registered owner of
Class A, Class M or Class B Certificates with an aggregate initial Certificate
Principal Balance of at least $1,000,000, and (B) with respect to the Residual
Certificates or Class X Certificates, the registered owner of the Residual
Certificates or Class X Certificates evidencing an aggregate Percentage Interest
of at least 50%. The Trustee may charge any Holder its standard wire transfer
fee for any payment made by wire transfer. Final distribution on the
Certificates will be made only upon surrender of the Certificates at the offices
of the Trustee set forth in the notice of such final distribution sent by the
Trustee to all Certificateholders pursuant to Section 9.01 of the Standard
Terms.
(d) (1) Any amounts remaining in the Distribution Account on any
Distribution Date after all allocations and distributions required to be made by
this Pooling and Servicing Agreement have been made, and any amounts remaining
in the Pooling REMIC after payment
S - 18
<PAGE>
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 M LIQUIDITY ACCOUNT, CLASS B-1 LIQUIDITY ACCOUNT AND
LIMITED GUARANTEE.
(a)(1) A Class M Liquidity Account is hereby established as part of the
Trust Estate. The Class M Liquidity Account shall be an asset of the Issuing
REMIC. The Trustee shall hold the Class M Liquidity Account and maintain its
status at all times as an Eligible Account. The account for the Class M
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 M 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 M Liquidity Account. All loss, if any, from
such investments shall become a charge to the Class M 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 M Liquidity Account the amount of the Class M Liquidity Account
Draw Amount, if any, for such Distribution Date. Such Class M Liquidity Account
Draw Amount, if any, will be applied on the Class M 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 M 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 M Liquidity Account exceeds the Class M 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
M Liquidity Account Draw Amount, if any, in accordance with Section 6(a)(2)
above, the amount, if any,
S - 19
<PAGE>
on deposit in the Class M 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 M 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 M Liquidity Account shall
be terminated.
(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
S - 20
<PAGE>
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. 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
S - 21
<PAGE>
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 M Certificates and to the Class M
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.
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 M 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 M Liquidity
Account Draw Amount and any Class
S - 22
<PAGE>
B-1 Liquidity Account Draw Amount for such Distribution Date, (c) the
amount to be deposited into the Class M 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 M 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 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, Class M
or Class B Certificate, as a dollar amount per $1,000 denomination.
(b) In addition to mailing a copy of the related Remittance Report to
each Certificateholder on each Distribution Date in accordance with Section 4.01
of the Standard Terms, on each Distribution Date, the Trustee shall mail a copy
of the related Remittance Report to each Underwriter (to the attention of the
person, if any, reported to the Trustee by the applicable Underwriter) 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
S - 23
<PAGE>
reports are to be mailed, which notice, once delivered, will be effective for
all Distribution Dates after the date such notice is received by the Trustee
unless and until superseded by a subsequent notice.
SECTION 9. LIMITED RIGHT OF SERVICER TO RETAIN SERVICING FEES FROM
COLLECTIONS.
The Servicer may retain its Servicing Fee and any other servicing
compensation provided for herein and in the Standard Terms from gross interest
collections on the Assets prior to depositing such collections into the
Certificate Account; PROVIDED, HOWEVER, that OAC as Servicer may only so retain
its Servicing Fee in respect of a Distribution Date from gross interest
collections on the Assets to the extent that the amounts on deposit in the
Certificate Account and attributable to the Available Distribution for such
Distribution Date exceed the sum of all amounts to be allocated and distributed
on such Distribution Date pursuant to clauses (i) through (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:
S - 24
<PAGE>
In the case of any Land Secured Contract,
the related Contract Documents shall consist of the
following documents in lieu of those listed in clause
(c) of the foregoing paragraph: (i) the original
recorded Mortgage for the related Real Property, with
evidence of recordation noted thereon or attached
thereto, or a certified copy thereof issued by the
appropriate recording office (or, if the Mortgage is
in the process of being recorded, a photocopy of the
Mortgage, which may be on microfilm or optical disk
maintained by the Servicer in its records separate
from the other related Contract Documents); (ii) if
the Mortgage does not name the related Seller as
mortgagee therein or beneficiary thereof, an original
recorded assignment or assignments of the Mortgage
from the Persons named as mortgagee in, or beneficiary
of, such Mortgage, to the related Seller, with
evidence of recordation noted thereon or attached
thereto, or a certified copy of each such assignment
issued by the appropriate recording office (or, if
such an original assignment is in the process of being
recorded, a photocopy of each such assignment, which
may be on microfilm or optical disk maintained by the
Servicer in its records separate from the other
related Contract Documents); (iii) a copy of the power
of attorney delivered by the Seller to the Trustee
authorizing the Trustee to execute and record
assignments of Mortgages securing Land Secured
Contracts from the Seller to the Trustee in the event
that recordation of such assignments becomes necessary
for foreclosure on the related Real Property by or on
behalf of the Trustee; and (iv) if such Land Secured
Contract's original principal balance was $40,000 or
greater, a copy of the 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 "Mortgage Loan Documents" is
hereby amended by adding to the end of paragraph (e) thereof
the following:
S - 25
<PAGE>
and that such Title Insurance Policy is freely
assignable to and will inure to the benefit of the
Trustee (subject to recordation of the related
Assignment of Mortgage).
(v) the definition of "Principal Distribution Amount"
is hereby amended by deleting clause (e) and the final proviso
of the definition in their entirety;
(vi) the words "Servicing Fees and" is hereby deleted
from the two parenthetical phrases included in the definition
of "Due Date Interest Shortfall"; and
(vii) the definition of "Qualified Bank" is restated
as follows:
"Qualified Bank": Any domestic bank not
affiliated with the Seller or OMI (1) having long-term
unsecured debt obligations rated in one of the two
highest rating categories (without modifiers) of
Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. ("S&P") (and of Fitch
Investors Service, L.P. ("Fitch") if such bank's
long-term unsecured debt obligations are rated by
Fitch) or short-term unsecured debt obligations rated
in S&P's highest applicable rating category (and in
Fitch's highest applicable rating category if such
bank's short-term unsecured debt obligations are rated
by Fitch), (2) having commercial paper or short-term
unsecured debt obligations rated in S&P's highest
applicable rating category (and in Fitch's highest
applicable rating category if such bank's commercial
paper or short-term unsecured debt obligations are
rated by Fitch), or (3) that is otherwise acceptable
to each applicable Rating Agency.
(viii) 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
S - 26
<PAGE>
Period related to the Termination Date and (B) the
current appraised value of any such Repo Property or
REO Property (net of Liquidation Expenses to be
incurred in connection with the disposition of such
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).
S - 27
<PAGE>
(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 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.
S - 28
<PAGE>
(b) Upon the request of any registered Holder of a Class R Certificate,
the Trustee shall issue to such Holder two separately transferable, certificated
and fully registered Certificates (a Class R-1 Certificate and a Class R-2
Certificate), in substantially the forms of Exhibit R-1 and Exhibit R-2 attached
hereto. In the event that the Class R Certificates are exchanged for separately
transferrable Class R-1 and Class R-2 Certificates: (1) the Class R-1
Certificates will be designated as the residual interest in the Issuing REMIC,
(2) the Class R-2 Certificates will be designated as the residual interest in
the Pooling REMIC, (3) the Holders of a majority of the Percentage Interest in
the Class R-1 Certificates together with the Holders 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,
S - 29
<PAGE>
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.
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. 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.
SECTION 15. 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 16. 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 17. 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 - 30
<PAGE>
IN WITNESS WHEREOF, OMI, the Servicer and the Trustee have caused this
Pooling and Servicing Agreement to be duly executed by their respective officers
thereunto duly authorized and their respective signatures duly attested all as
of the day and year first above written.
OAKWOOD MORTGAGE INVESTORS, INC.
By: /s/ Douglas R. Muir
Name: Douglas R. Muir
Title: Vice President
OAKWOOD ACCEPTANCE CORPORATION
By: /s/ Douglas R. Muir
Name: Douglas R. Muir
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION,
AS TRUSTEE
By: /s/ Judy A. Wisniewski
Name: /s/ Judy A. Wisniewski
Title: Trust Officer
S - 31
<PAGE>
STATE OF NORTH CAROLINA )
) s.
COUNTY OF DAVIDSON )
The foregoing instrument was acknowledged before me in the County of
Guilford this 16 day of May, 1997 by Douglas R. Muir, Vice President of Oakwood
Mortgage Investors, Inc., a North Carolina corporation, on behalf of the
corporation.
Rebecca Waddell
Notary Public
My Commission expires: March 4, 2002
STATE OF NORTH CAROLINA )
) s.
COUNTY OF DAVIDSON )
The foregoing instrument was acknowledged before me in the County of
Guilford this 16 day of May, 1997 by Douglas R. Muir, Vice President of Oakwood
Acceptance Corporation, a North Carolina corporation, on behalf of the
corporation.
Rebecca Waddell
Notary Public
My Commission expires: March 4, 2002
S - 32
<PAGE>
COMMONWEALTH OF PENNSYLVANIA )
) s.
CITY OF PHILADELPHIA )
The foregoing instrument was acknowledged before me in the City of
Philadelphia, this 15TH day of May, 1997, by Judy A. Wisniewski, Trust Officer
of PNC Bank, National Association, a national banking association, on behalf of
the association.
Joan F. Wilson
Notary Public
My Commission expires: February 12, 2001
S - 33
<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 M Form of Class M 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 - 34
<PAGE>
LIMITED GUARANTEE
THIS LIMITED GUARANTEE (this "Limited Guarantee"), dated as of May 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-B (the "Trust").
RECITALS:
a. The Trust was formed pursuant to a Pooling and Servicing Agreement,
dated as of May 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-B (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
<PAGE>
p.m. New York City time on the related Remittance Date, but subsequently so
notifies the Guarantor, then the Guarantor shall 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
-2-
<PAGE>
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.
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.
-3-
<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: /s/ Douglas R. Muir [SEAL]
Name: Douglas R. Muir
Title: Vice President
Acknowledged:
PNC BANK, NATIONAL ASSOCIATION,
AS TRUSTEE
By: /s/ Judy A. Wisniewski [SEAL]
Name: Judy A. Wisniewski
Title: Trust Officer
-4-
<PAGE>
