<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 26, 1998.
Oakwood Mortgage Investors, Inc.
--------------------------------
(Exact name of registrant as specified in charter)
North Carolina 333-31441 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 (336) 664-2400
-------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events.
On February 26, 1998, the Registrant caused the issuance and sale
of $197,901,846 aggregate initial principal amount of Senior/Subordinated
Pass-Through Certificates, Series 1998-A (the "Certificates") pursuant to the
Series 1998-A Pooling and Servicing Agreement, dated as of February 1, 1998 (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:
<TABLE>
<CAPTION>
Initial Certificate
Designation Pass-Through Rate Principal Balance
- ----------- ----------------- -----------------
<S> <C> <C> <C>
Class A-1.............................. 6.200% $35,000,000
Class A-2.............................. 6.100% $13,950,000
Class A-3.............................. 6.050% $25,200,000
Class A-4.............................. 6.200% $33,450,000
Class A-5.............................. (1) $53,195,000
Class M................................ (2) $15,337,000
Class B-1.............................. (3) $14,843,000
Class B-2.............................. (4) $ 6,926,846
Class X................................ (5) (5)
Class R................................ (6) (6)
</TABLE>
- -----------------------------------
(1) The Pass-Through Rate on the Class A-5 Certificates for any
Distribution Date shall be equal to the lesser of (i) 6.700% per annum
and (ii) the Weighted Average Net Asset Rate.
(2) The Pass-Through Rate on the Class M Certificates for any Distribution
Date shall be equal to the lesser of (i) 6.825% per annum and (ii) the
Weighted Average Net Asset Rate.
(3) The Pass-Through Rate on the Class B-1 Certificates for any
Distribution Date shall be equal to the lesser of (i) 7.500% per annum
and (ii) the Weighted Average Net Asset Rate.
(4) The Pass-Through Rate on the Class B-2 Certificates for any
Distribution Date shall be equal to the lesser of (i) 8.735% per annum
and (ii) the Weighted Average Net Asset Rate.
(5) The Class X Certificates have no Certificate Principal Balance and no
Pass-Through Rate.
(6) The Class R Certificates have no Certificate Principal Balance and no
Pass-Through Rate.
The Certificates evidence, in the aggregate, the entire beneficial
ownership interest in OMI Trust 1998-A (the "Trust"), which consists primarily
of a pool of Assets transferred to the Trust by the Registrant pursuant to the
Pooling and Servicing Agreement. The Assets were purchased by the Registrant in
a privately-negotiated transaction with Oakwood Acceptance Corporation ("OAC")
pursuant to a Sales Agreement, dated as of February 1, 1998, between the
Registrant and OAC. Elections will be made to treat certain assets owned by the
Trust as "real estate mortgage investment conduits" (each, a "REMIC") under the
Internal Revenue Code of 1986, as amended. The Certificates, except for the
Class R Certificates, will be designated as the "regular interests" in one of
such REMICs. The Class
<PAGE>
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 and
Class B-1 Certificates are collectively referred to herein as the "Offered
Certificates." The Offered Certificates are senior to the Class B-2, 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 Offered Certificates have been sold by the Registrant to Credit
Suisse First Boston Corporation and First Chicago Capital Markets, Inc. (the
"Underwriters") pursuant to a Terms Agreement, dated as of February 20, 1998,
among the Underwriters, the Registrant and OAC, which incorporates by reference
the Registrant's Underwriting Agreement Standard Provisions, June 1995. The
Class B-2, Class X and Class R Certificates have been transferred to Oakwood
Financial Corporation, a Nevada corporation ("OFC") and an affiliate of the
Registrant.
Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement or, if not defined in
the Pooling and Servicing Agreement, the meanings assigned to them in the
Standard Terms.
<PAGE>
Exhibits
1.1 Terms Agreement, dated February 20, 1998, among the
Registrant, Oakwood Acceptance Corporation and Credit Suisse
First Boston Corporation and First Chicago Capital Markets,
Inc., as Underwriters, relating to the Offered Certificates
(related exhibit available upon request of the Registrant)
4.1 Copy of the Series 1998-A Pooling and Servicing Agreement,
dated as of February 1, 1998, 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)
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
February 26, 1998 OAKWOOD MORTGAGE INVESTORS,
INC.
By: /s/ Douglas R. Muir
--------------------
Name: Douglas R. Muir
Title: Vice President
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Page
<S> <C>
1.1 Terms Agreement, dated February 20, 1998, among the Registrant, Oakwood
Acceptance Corporation and Credit Suisse First Boston Corporation and
First Chicago Capital Markets, Inc., as Underwriters, relating to the
Offered Certificates (related exhibit
available upon request of the Registrant).................................................................
4.1 Copy of the Series 1998-A Pooling and Servicing Agreement, dated as of
February 1, 1998, by and among the Registrant, Oakwood Acceptance
Corporation, as Servicer,
and PNC Bank, National Association (related exhibits
available upon request of the Trustee) ...................................................................
</TABLE>
<PAGE>
Exhibit 1.1
OAKWOOD MORTGAGE INVESTORS, INC.
PASS-THROUGH CERTIFICATES
1998-A TERMS AGREEMENT
Dated: February 20, 1998
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 1998-A, 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 and
B-1 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 First Chicago Capital Markets, Inc. (collectively,
the "Underwriters"), and the Underwriters hereby agree to purchase from the
Company, on February 26, 1998, the aggregate outstanding principal amount of the
Underwritten Certificates set forth in Schedule A hereto at the purchase price
and on the terms set forth below; provided, however, that the obligations of the
Underwriters are subject to: (i) receipt by the Company of the ratings on the
Certificates as set forth herein, (ii) receipt by the Underwriters of the Sales
Agreement (the "Sales Agreement"), dated as of February 1, 1998, 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 February 1, 1998 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
<PAGE>
maturity not exceeding 30 years and fixed-rate mortgage loans secured by
first-liens on the real estate to which the related manufactured homes are
deemed permanently affixed (the "Mortgage Loans" and, together with the
Contracts, the "Assets") with original terms to maturity not exceeding 30 years,
in each case having the characteristics described in the final Prospectus
Supplement, dated February 20, 1998, 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.
333-31441.
Scheduled Principal Balance of Assets: $197,901,846.02.
Cut-Off Date: February 1, 1998.
<PAGE>
Terms of the Certificates:
<TABLE>
<CAPTION>
================================================================================================================================
Class Initial Principal Pass-Through Ratings Purchase
Designation Amount Rate S&P Moody's Price
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
A-1 $35,000,000 6.200% per annum "AAA" "Aaa" 99.981561%
A-2 $13,950,000 6.100% per annum "AAA" "Aaa" 99.988710%
A-3 $25,200,000 6.050% per annum "AAA" "Aaa" 99.901114%
A-4 $33,450,000 6.200% per annum "AAA" "Aaa" 99.812071%
A-5 $53,195,000 (1) "AAA" "Aaa" 99.996933%
M $15,337,000 (1) "AA" "Aa3" 99.951435%
B-1 $14,843,000 (1) "BBB" 99.885423%
"Baa2"
================================================================================================================================
</TABLE>
(1) The Pass-Through Rate for the (i) Class A-5 Certificates will equal the
lesser of 6.700% per annum and the Weighted Average Net Asset Rate,
(ii) Class M Certificates will equal the lesser of 6.825% per annum and
the Weighted Average Net Asset Rate and (iii) Class B-1 Certificates
will equal the lesser of 7.500% per annum and 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"), and the Class B-1 Certificates will
be subordinated to the Class A Certificates and the Class M Certificates, all as
described in the Prospectus Supplement.
Distribution Dates: Each Distribution Date shall be the 15th day of
each month, or if such day is not a business day, on the next succeeding
business day, commencing in March, 1998.
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 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 $1,000 and integral multiples of $1
in excess thereof.
Fees: It is understood that servicing fees may be withheld from the
payments on the Assets in each month prior to distributions on the Certificates
on the Distribution Date occurring in such month to the extent permissible under
the Pooling and Servicing Agreement.
Closing Date and Location: 10:00 a.m. Eastern Time on February 26,
1998, 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 to the
<PAGE>
Underwriters in book-entry form only, through the same-day funds settlement
system of The Depository Trust Company on the Closing Date.
Due Diligence: At any time prior to the Closing Date, the Underwriters
have the right to inspect the Asset Files and the related loan origination
procedures and to confirm the existence of the related manufactured homes or
mortgaged properties to ensure conformity with the Final Prospectus and the
Prospectus Supplement.
Controlling Agreement: This Terms Agreement sets forth the complete
agreement among the Company, OAC and the Underwriters and fully supersedes all
prior agreements, both written and oral, relating to the issuance of the
Underwritten Certificates and all matters set forth herein. Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned to
such terms in the Standard Provisions or the Prospectus Supplement.
Computational Materials: The Underwriters hereby represent and warrant
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 them 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"). The Underwriters agree, 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 Securities Act of 1933, as amended (the
"Act"), against any and all losses, claims, damages or liabilities, joint or
several, to which they may become subject under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement of a material fact contained
in the Derived Information prepared by the Underwriters 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
<PAGE>
Company to the Underwriters in writing or through electronic transmission) and
agree 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 the Underwriters under this paragraph
shall be in addition to any liability which the Underwriters may otherwise have.
Notwithstanding the provisions of this paragraph, the Underwriters shall not 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 the Underwriters: It is understood and agreed
that the information set forth under the heading "Underwriting" in the
Prospectus Supplement and the sentence regarding the Underwriters' intentions to
establish a market in the Underwritten Certificates on the Cover Page of the
Prospectus Supplement is the only information furnished by the Underwriters for
inclusion in the Registration Statement and the Final Prospectus.
Trustee: PNC Bank, National Association will act as Trustee of the
Trust.
Blue Sky Qualifications: The Underwriters specify no jurisdictions and
the parties do not intend to qualify the Underwritten Securities in any
jurisdiction. The Company has agreed to pay all costs and expenses incurred in
connection with the preparation of a blue sky survey to be delivered on or prior
to the Closing Date.
State Tax Opinions: The Company shall deliver to the Underwriters an
opinion of counsel pursuant to Section 6(d)(iii) of the Standard Provisions with
respect to the State of North Carolina and the Commonwealth of Pennsylvania.
Blackout Period: None.
Applicable Law: THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.
Notices: All communications hereunder will be in writing and effective
only upon receipt and 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
<PAGE>
First Chicago Capital Markets, Inc.
1 First National Plaza
Mail Suite 0596
Chicago, Illinois 60670
Attention: Ruth Leung
Request for Opinions: (a) The Company and OAC hereby request and
authorize Hunton & Williams, O'Connor, Cavanagh, Anderson, Killingsworth &
Beshears, Perrin, Perrin, Mann & Patterson L.L.P. and The Seib Law Firm, as
their counsel in this transaction, to issue on behalf of the Company and OAC,
such legal opinions to the Underwriters, their counsel, the Trustee and the
Rating Agencies as may be required by any and all documents, certificates or
agreements executed in connection with this Agreement.
(b) The Underwriters hereby request and authorize Simpson Thacher &
Bartlett, as their special counsel in this transaction, to issue to the
Underwriters such legal opinions as they may require, and the Company shall have
furnished to Simpson Thacher & Bartlett such documents as they may request for
the purpose of enabling them to pass upon such matters.
<PAGE>
The Underwriters agree, 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: Director
FIRST CHICAGO CAPITAL MARKETS, INC.
By: /s/ Ruth Leung
-------------------------
Name: Ruth Leung
Title: Director
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
<PAGE>
SCHEDULE A
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class M
and Class B-1 Certificates
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Class A-1 Class A-2 Class A-3
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Credit Suisse First Boston Corporation....................... $17,500,000 $6,975,000 $12,600,000
- ----------------------------------------------------------------------------------------------------------------------------------
First Chicago Capital Markets, Inc........................... $17,500,000 $6,975,000 $12,600,000
- ----------------------------------------------------------------------------------------------------------------------------------
Total....................................................... $35,000,000 $13,950,000 $25,200,000
=========== =========== ===========
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
Class A-4 Class A-5 Class M
- ----------------------------------------------------------------------------------------------------------------------------------
Credit Suisse First Boston Corporation ...................... $16,725,000 $26,597,500 $7,668,500
- ----------------------------------------------------------------------------------------------------------------------------------
First Chicago Capital Markets, Inc........................... $16,725,000 $26,597,500 $7,668,500
- ----------------------------------------------------------------------------------------------------------------------------------
Total....................................................... $33,450,000 $53,195,000 $15,337,000
=========== =========== ===========
- ----------------------------------------------------------------------------------------------------------------------------------
Class B-1
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
Credit Suisse First Boston Corporation ...................... $14,843,000
- ----------------------------------------------------------------------------------------------------------------------------------
First Chicago Capital Markets, Inc........................... $0
- ----------------------------------------------------------------------------------------------------------------------------------
Total....................................................... $14,843,000
===========
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Exhibit 4.1
===========================================
OAKWOOD MORTGAGE INVESTORS, INC.,
OAKWOOD ACCEPTANCE CORPORATION
AND
PNC BANK, NATIONAL ASSOCIATION,
TRUSTEE
----------
SERIES 1998-A POOLING AND SERVICING AGREEMENT
Dated as of February 1, 1998
----------
OAKWOOD MORTGAGE INVESTORS, INC.
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 1998-A
===========================================
S - 1
<PAGE>
THIS SERIES 1998-A POOLING AND SERVICING AGREEMENT, dated as of
February 1, 1998, is made with respect to the formation of OMI Trust 1998-A (the
"Trust") among OAKWOOD MORTGAGE INVESTORS, INC., a North Carolina corporation
("OMI"), OAKWOOD ACCEPTANCE CORPORATION, a North Carolina corporation ("OAC"
and, in its capacity as servicer, the "Servicer"), and PNC BANK, NATIONAL
ASSOCIATION, a national banking association, as trustee (the "Trustee"), under
this Agreement and the Standard Terms to Pooling and Servicing Agreement,
November 1995 Edition (the "Standard Terms"), all the provisions of which are
incorporated herein as modified hereby and shall be a part of this Agreement as
if set forth herein in full (this Agreement with the Standard Terms so
incorporated, the "Pooling and Servicing Agreement"). Capitalized terms used and
not otherwise defined herein shall have the respective meanings given them in
the Standard Terms.
PRELIMINARY STATEMENT
The Board of Directors of OMI has duly authorized the formation of the
Trust to issue a Series of Certificates with an aggregate initial principal
amount of $197,901,846, to be known as the Senior/Subordinated Pass-Through
Certificates, Series 1998-A (the "Certificates"). The Certificates consist of 10
Classes that in the aggregate evidence the entire beneficial ownership interest
in the Trust.
In accordance with Section 10.01 of the Standard Terms, the Trustee
will make an election to treat all of the assets of the Trust as two real estate
mortgage investment conduits (each, a "REMIC" and, individually, the "Pooling
REMIC" and the "Issuing REMIC") for federal income tax purposes. The Pooling
REMIC will consist of the Distribution Account and the Assets listed on the
Asset Schedule attached as Schedule I (as defined below) hereto. The Issuing
REMIC will consist of the eight Subaccounts designated as provided herein. The
"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, without limitation, all rights to receive all principal
and interest payments due on the Assets after
S - 2
<PAGE>
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) 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 (e) proceeds of all the foregoing (including, but not by way of
limitation, all proceeds of any Standard Hazard Insurance Policy or FHA
Insurance, or any other insurance policy relating to any of the Assets, cash
proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel
paper, checks, deposit accounts, rights to payment of any and every kind, and
other forms of obligations and receivables that at any time constitute all or
part or are included in the proceeds of any of the foregoing) to make
distributions on the Certificates as specified herein (the items referred to in
clauses (a) through (e) above shall be collectively referred to herein as the
"Trust Estate").
The Trustee acknowledges the foregoing, accepts the trusts hereunder in
accordance with the provisions hereof and the Standard Terms and agrees to
perform 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:
"Accelerated Principal Distribution Amount": With respect to any
Distribution Date, the positive difference, if any, between the Target
Overcollateralization Amount and the Current Overcollateralization Amount.
S - 3
<PAGE>
"Accrual Date": The Accrual Date shall be February 1, 1998.
"Adjusted Certificate Principal Balance": With respect to each Class of
Subordinated Certificates on any date of determination, its Certificate
Principal Balance immediately following the most recently preceding Distribution
Date reduced by all Writedown Amounts allocated to such Class on such
Distribution Date.
"Adjusted Subaccount Principal Balance": With respect to each of the
Corresponding Subaccounts relating to the Subordinated Certificates, on any date
of determination, its Subaccount Principal Balance immediately following the
most recently preceding Distribution Date reduced by all Writedown Amounts
allocated to such Subaccount on such Distribution Date.
"Available Distribution Amount": For each Distribution Date, the amount
on deposit in the Distribution Account at the commencement of business on such
Distribution Date, less the amounts distributable from the Distribution Account
in accordance with clauses (1) through (4) of Section 4.03(a) of the Standard
Terms.
"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-1
Certificates.
"Carryover Interest Distribution Amount": With respect to each Class of
Certificates, except the Class X Certificates and the Residual Certificates, and
each Distribution Date, all amounts that were distributable on such Class as
Interest Distribution Amounts and as Carryover Interest Distribution Amounts on
the previous Distribution Date but not previously distributed, together with
interest accrued on such amount at the Pass-Through Rate in effect for such
Class
S - 4
<PAGE>
during the related Interest Accrual Period. With respect to each Subaccount on
each Distribution Date, all amounts that were allocable to such Subaccount as
Priority Interest Distribution Amounts and as Carryover Interest Distribution
Amounts on the previous Distribution Date but not previously distributed,
together with interest accrued on any such amount at the Pass-Through Rate in
effect for the Corresponding Certificates with respect to such Subaccount during
the related Interest Accrual Period.
"Carryover Non-Priority Interest Distribution Amount": For any
Subaccount, on any Distribution Date, all amounts that were distributable on
such Subaccount as Non-Priority Interest Distribution Amounts on previous
Distribution Dates that remain unpaid.
"Carryover Writedown Interest Distribution Amount": With respect to
each Distribution Date and each related Class or Subaccount, all amounts that
were distributable on such Class or Subaccount as Writedown Interest
Distribution Amounts and Carryover Writedown Interest Distribution Amounts on
the previous Distribution Date but not previously distributed, plus interest
accrued on any such amount during the related Interest Accrual Period at the
then applicable Pass-Through Rate.
"Class A Certificates": The Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates and Class A-5
Certificates.
"Class A Percentage": With respect to each Distribution Date, the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the Certificate Principal Balance of the Class A
Certificates immediately prior to such Distribution Date and the denominator of
which is the sum of the Class A Certificate Principal Balance, the Class M
Adjusted Certificate Principal Balance, the Class B-1 Adjusted Certificate
Principal Balance and the Class B-2 Adjusted Certificate Principal Balance, each
immediately prior to such Distribution Date.
"Class A Principal Distribution Amount": For any Distribution Date,
will equal (i) prior to the Cross-over Date, the entire Principal Distribution
Amount, (ii) on any Distribution Date as to which the Principal Distribution
Tests are not met, the entire Principal Distribution Amount, or (iii) on any
other Distribution Date, the Class A Percentage of the Principal Distribution
Amount. For any Distribution Date, if the Class A Principal Distribution Amount
exceeds the Class A Certificate Principal Balance less the Principal
Distribution Shortfall Carryover Amount with respect to such Class and
Distribution Date, then such excess amount shall be allocated to the Class M
Principal Distribution Amount.
"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.
"Class B Subaccounts": Any or all, as appropriate, of the Class B-1 or
Class B-2 Subaccounts.
S - 5
<PAGE>
"Class B-1 Percentage": With respect to each Distribution Date, the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the Adjusted Certificate Principal Balance of the Class
B-1 Certificates immediately prior to such Distribution Date and the denominator
of which is the sum of the Class A Certificate Principal Balance, the Class M
Adjusted Certificate Principal Balance, the Class B-1 Adjusted Certificate
Principal Balance and the Class B-2 Adjusted Certificate Principal Balance, each
immediately prior to such Distribution Date.
"Class B-1 Principal Distribution Amount": For any Distribution Date
will equal (i) as long as the Class A Certificate Principal Balance and the
Class M Certificate Principal Balance have not been reduced to zero and prior to
the Cross-over Date, zero, (ii) on any Distribution Date as to which the
Principal Distribution Tests are not met and the Class A Certificate Principal
Balance and the Class M Certificate Principal Balance have not been reduced to
zero, zero, (iii) on any Distribution Date as to which the Principal
Distribution Tests are not met and the Class A Certificate Principal Balance and
the Class M Certificate Principal Balance each have been reduced to zero, the
Principal Distribution Amount, or (iv) on any other Distribution Date, the Class
B-1 Percentage of the Principal Distribution Amount. For any Distribution Date,
if the Class B-1 Principal Distribution Amount exceeds the Class B-1 Certificate
Principal Balance less the Principal Distribution Shortfall Carryover Amount
with respect to such Class and Distribution Date, then such excess amount shall
be allocated to the Class B-2 Principal Distribution Amount.
"Class B-2 Floor Amount": With respect to any Distribution Date, either
(a) 1.50% of the aggregate principal balance of the Pool Scheduled Principal
Balance as of the Cut-off Date, if the Class A Certificate Principal Balance,
the Class M Certificate Principal Balance and the Class B-1 Certificate
Principal Balance have not been reduced to zero immediately prior to such
Distribution Date, and (b) zero, if the Class A Certificate Principal Balance,
the Class M Certificate Principal Balance and the Class B-1 Certificate
Principal Balance have been reduced to zero immediately prior to such
Distribution Date.
"Class B-2 Percentage": With respect to each Distribution Date, the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the Class B-2 Adjusted Certificate Principal Balance
immediately prior to such Distribution Date and the denominator of which is the
sum of the Class A Certificate Principal Balance, the Class M Adjusted
Certificate Principal Balance, the Class B-1 Adjusted Certificate Principal
Balance and the Class B-2 Adjusted Certificate Principal Balance, each
immediately prior to such Distribution Date.
"Class B-2 Principal Distribution Amount": For any Distribution Date
will equal (i) as long as the Class A Certificate Principal Balance, the Class M
Certificate Principal Balance and the Class B-1 Certificate Principal Balance
have not been reduced to zero and prior to the Crossover Date, zero, (ii) on any
Distribution Date as to which the Principal Distribution Tests are not met and
the Class A Certificate Principal Balance, the Class M Certificate Principal
Balance and the Class B-1 Certificate Principal Balance have not been reduced to
zero, zero, (iii) on any Distribution Date as to which the Principal
Distribution Tests are not met and the Class A
S - 6
<PAGE>
Certificate Principal Balance, the Class M Certificate Principal Balance and the
Class B-1 Certificate Principal Balance each have been reduced to zero, the
Principal Distribution Amount, or (iv) on any other Distribution Date, the Class
B-2 Percentage of the Principal Distribution Amount. If the Class A Certificate
Principal Balance, the Class M Certificate Principal Balance and the Class B-1
Certificate Principal Balance have not been reduced to zero on or before a
Distribution Date, then amounts otherwise allocable as Class B-2 Principal
Distribution Amounts shall be allocated first to the Class B-1 Principal
Distribution Amount, next to the Class M Principal Distribution Amount, and
finally to the Class A Principal Distribution Amount, to the extent that
allocation of such amounts to the Class B-2 Principal Distribution Amount would
reduce the Class B-2 Certificate Principal Balance below the Class B-2 Floor
Amount. On any Distribution Date, the Class B-2 Principal Distribution Amount
shall not exceed the Class B-2 Certificate Principal Balance less the Principal
Distribution Shortfall Carryover Amount with respect to such Class and such
Distribution Date.
"Class M Certificates": The Class M Certificates.
"Class M Percentage": With respect to any Distribution Date, the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the Class M Adjusted Certificate Principal Balance
immediately prior to such Distribution Date and the denominator of which is the
sum of the Class A Certificate Principal Balance, the Class M Adjusted
Certificate Principal Balance, the Class B-1 Adjusted Certificate Principal
Balance and the Class B-2 Adjusted Certificate Principal Balance, each
immediately prior to such Distribution Date.
"Class M Principal Distribution Amount": For any Distribution Date will
equal (i) as long as the Class A Certificate Principal Balance has not been
reduced to zero and prior to the Cross-over Date, zero, (ii) on any Distribution
Date as to which the Principal Distribution Tests are not met and the Class A
Certificate Principal Balance has not been reduced to zero, zero, (iii) on any
Distribution Date as to which the Principal Distribution Tests are not met and
the Class A Certificate Principal Balance has been reduced to zero, the
Principal Distribution Amount, or (iv) on any other Distribution Date, the Class
M Percentage of the Principal Distribution Amount. For any Distribution Date, if
the Class M Principal Distribution Amount exceeds the Class M Certificate
Principal Balance less the Principal Distribution Shortfall Carryover Amount
with respect to such Class and Distribution Date, then such amounts shall be
allocated to the Class B-1 Principal Distribution Amount.
"Class M Subaccount": 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 10(b) hereof, the Class R-1
Certificates, which will represent the Issuing REMIC Residual Interest.
S - 7
<PAGE>
"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 10(b) hereof, the Class R-2
Certificates, which will represent the Pooling REMIC Residual Interest.
"Class X Carryover Strip Amount": With respect to the Class X
Certificates on each Distribution Date, all amounts that were distributable on
such Class as Class X Strip Amounts on previous Distribution Dates that remain
unpaid.
"Class X Certificates": The Class X Certificates created pursuant to
Section 3 hereof.
"Class X Strip Amount": With respect to any Distribution Date, 30 days'
interest on the Subaccount Principal Balance of the Class A, Class M and Class B
Subaccounts, at a rate equal to the difference, if any, between the Weighted
Average Net Asset Rate and the weighted average of the Pass-Through Rates on the
Class A, Class M and Class B Subaccounts. Solely for the purposes of this
calculation, the Pass-Through Rates of the Class A, Class M and Class B
Subaccounts shall be the Pass-Through Rates on the respective Corresponding
Certificates.
"Closing Date": February 26, 1998.
"Corporate Trust Office": The address set forth hereinbelow under
"Trustee".
"Corresponding Certificates": For any Subaccount, the Class of
Certificates bearing the same letter and numerical designation as that borne by
such Subaccount.
"Corresponding Subaccount" For any Class of Certificates, the
Subaccount bearing the same letter and numerical designation as that borne by
such Class.
"Cross-over Date": The later to occur of (a) the Distribution Date
occurring in September 2002 or (b) the first Distribution Date on which the
percentage equivalent of a fraction (which shall not be greater than 1) the
numerator of which is the aggregate Adjusted Certificate Principal Balance of
the Subordinated Certificates plus the Current Overcollateralization Amount for
such Distribution Date and the denominator of which is the Pool Scheduled
Principal Balance on such Distribution Date, equals or exceeds 1.75 times the
percentage equivalent of a fraction (which shall not be greater than 1) the
numerator of which is the initial aggregate Adjusted Certificate Principal
Balance of the Subordinated Certificates and the denominator of which is the
Pool Scheduled Principal Balance as of the Cut-off Date.
"Cumulative Realized Losses": With respect to any Distribution Date,
the aggregate Realized Losses incurred on the Assets during the period from the
Cut-off Date through the end of the related Prepayment Period.
"Current Overcollateralization Amount": As of any Distribution Date,
the positive difference, if any, between the Scheduled Principal Balance of the
Assets and the Certificate Principal Balance of all then outstanding Classes of
Certificates.
S - 8
<PAGE>
"Current Realized Loss Ratio": With respect to any Distribution Date,
the annualized percentage derived from the fraction, the numerator of which is
the sum of the aggregate Realized Losses for the three preceding Prepayment
Periods and the denominator of which is the arithmetic average of the Pool
Scheduled Principal Balances for such Distribution Date and the preceding two
Distribution Dates.
"Cut-off Date": February 1, 1998.
"ERISA Restricted Certificates": The Class M, Class B-1, Class B-2,
Class X and Class R Certificates.
"Institutional Holder": An insurance company whose long-term debt is
rated at least A (or equivalent rating) 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 Subordinated Certificates
or the Corresponding Subaccounts, on the Adjusted Certificate Principal Balance
of such Class or the Subaccount Principal Balance of such Subaccount,
respectively, immediately prior to that Distribution Date.
"Issuing REMIC": The Trust REMIC consisting of the Subaccounts.
"Issuing REMIC Residual Interest": The residual interest (as defined in
Code section 860G(a)(2)) in the Issuing REMIC.
"Non-Priority Interest Distribution Amount": For any Subaccount, on any
Distribution Date, an amount equal to the positive difference, if any, between
(i) the related Interest Distribution Amount for such Subaccount and (ii) the
related Priority Interest Distribution Amount for such Subaccount.
"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.
"Offered Subordinated Certificates": The Class M and Class B-1
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
S - 9
<PAGE>
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.
"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
------------------ ----------
September 2002 through February 2004 7%
March 2004 through February 2005 8%
March 2005 through and after 9%
; and (d) the Current Realized Loss Ratio as of such Distribution Date does not
exceed 2.75%.
"Priority Interest Distribution Amount": For any Subaccount, on any
Distribution Date, an amount equal to the Interest Distribution Amount for the
Corresponding Certificates.
"Private Certificates": The Class B-2, Class X Certificates and
Residual Certificates.
"Qualified Bidders": Firms and institutions that are engaged in the
business of buying and selling manufactured housing paper.
"Rating Agency": Each of Standard & Poor's Ratings Services, a division
of The McGraw-Hill Companies, Inc. (26 Broadway, 15th Floor, New York, New York
10004), and Moody's Investors Service, Inc. (99 Church Street, New York, New
York 10004).
"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
S - 10
<PAGE>
accordance with Section 10(b) hereof, the Class R-1 Certificates and Class R-2
Certificates.
"Rule 144A Certificates": The Class B-2, 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:
<TABLE>
<CAPTION>
Initial
Pass-Through Subaccount
Subaccount Rate Principal Balance
---------- ---- -----------------
<S> <C> <C> <C>
A-1 (1) $35,000,000
A-2 (1) $13,950,000
A-3 (1) $25,200,000
A-4 (1) $33,450,000
A-5 (1) $53,195,000
M (1) $15,337,000
B-1 (1) $14,843,000
B-2 (1) $ 6,926,846
</TABLE>
(1) The Pass-Through Rate on each Subaccount for any
Distribution Date shall be equal to the Weighted Average Net Asset
Rate.
The final scheduled Distribution Date for each Subaccount is the May
2028 Distribution Date. For purposes of Treasury Regulation ss.1.860G-1(a)(4),
the latest possible maturity date for each of the Subaccounts shall be the May
2028 Distribution Date.
"Subaccount Principal Balance": With respect to each Subaccount, on any
date of determination, the amount identified as the "Initial Subaccount
Principal Balance" of such Subaccount in the definition of "Subaccount" above,
minus all amounts allocated to such Subaccount in reduction of its Subaccount
Principal Balance pursuant to Sections 5(a) and 7 hereof.
"Subordinated Certificates": The Class M, Class B-1, Class B-2, Class X
and Residual Certificates.
"Target Overcollateralization Amount": For any Distribution Date, 0.50%
of the Scheduled Principal Balance of the Assets as of the Cut-off Date.
"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 1998-A (the "Corporate
S - 11
<PAGE>
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, 20th Floor, New York, New York 10010) and First Chicago
Capital Markets, Inc. (whose address is 1 First National Plaza, Chicago,
Illinois 60670).
"Weighted Average Net Asset Rate": With respect to any Distribution
Date, the weighted average of the Asset Rates applicable to the Monthly Payments
that were due during the related Collection Period on Assets that were
Outstanding at the beginning of the related Prepayment Period, less the
Servicing Fee Rate.
"Writedown Amount": With respect to each Distribution Date, the amount,
if any, by which (i) the aggregate Certificate Principal Balance of all the
Certificates, after all distributions have been made on the Certificates on such
Distribution Date pursuant to Section 5(b) hereof, exceeds (ii) the Pool
Scheduled Principal Balance of the Assets for the next Distribution Date.
"Writedown Interest Distribution Amount": With respect to each
Distribution Date and each Class of Subordinated Certificates, interest accrued
during the related Interest Accrual Period at the applicable Pass-Through Rate
on any related Writedown Amount. With respect to each Distribution Date and each
Corresponding Subaccount, interest accrued during the related Interest Accrual
Period on any related Writedown Amount at the Pass-Through Rate applicable to
the Corresponding Certificates.
Section 3. Certificates.
The aggregate initial principal amount of Certificates that may be
executed and delivered under this Pooling and Servicing Agreement is limited to
$197,901,846, 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:
<TABLE>
<CAPTION>
Initial Final
Certificate Scheduled
Principal Pass Through Distribution
Designation Balance Rate Date(7)
<S> <C> <C> <C> <C>
A-1 $35,000,000 6.200% May 15, 2028
A-2 $13,950,000 6.100% May 15, 2028
A-3 $25,200,000 6.050% May 15, 2028
A-4 $33,450,000 6.200% May 15, 2028
A-5 $53,195,000 (1) May 15, 2028
M $15,337,000 (2) May 15, 2028
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<PAGE>
B-1 $14,843,000 (3) May 15, 2028
B-2 $ 6,926,846 (5) May 15, 2028
X (5) (5) May 15, 2028
R (6) (6) May 15, 2028
</TABLE>
(1) The Pass-Through Rate on the Class A-5 Certificates for any
Distribution Date shall be equal to the lesser of (i) 6.700% per annum and (ii)
the Weighted Average Net Asset Rate.
(2) The Pass-Through Rate on the Class M Certificates for any
Distribution Date shall be equal to the lesser of (i) 6.825% per annum and (ii)
the Weighted Average Net Asset Rate.
(3) The Pass-Through Rate on the Class B-1 Certificates for any
Distribution Date shall be equal to the lesser of (i) 7.500% per annum and (ii)
the Weighted Average Net Asset Rate.
(4) The Pass-Through Rate on the Class B-2 Certificates for any
Distribution Date shall be equal to the lesser of (i) 8.735% per annum and (ii)
the Weighted Average Net Asset Rate.
(5) The Class X Certificates shall have no Certificate Principal
Balance and no Pass-Through Rate. The Class X Certificates will represent the
right to receive, on each Distribution Date, the applicable Class X Strip Amount
and any Class X Carryover Strip Amount.
(6) The Class R Certificates shall have no Certificate Principal
Balance and no Pass-Through Rate, and shall represent the residual interest in
both the Pooling REMIC and the Issuing REMIC. Following the division of the
Class R Certificates into two separately transferable, certificated and fully
registered certificates in accordance with Section 10(b) hereof, the Class R-1
and Class R-2 Certificates shall have no Certificate Principal Balances and no
Pass-Through Rates and shall represent the residual interest in the Issuing
REMIC and the Pooling REMIC, respectively.
(7) For purposes of Treasury Regulation ss.1.860G-1(a)(4), the latest
possible maturity date of each Class of Certificates shall be the Final
Scheduled Distribution Date.
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<PAGE>
Section 4. Denominations.
The Book-Entry Certificates will be registered as one or more certificates
in the name of the Clearing Agency or its nominee. Beneficial interests in the
Book-Entry Certificates will be held by the Beneficial Owners through the
book-entry facilities of the Clearing Agency, in minimum denominations of $1,000
and integral multiples of $1 in excess thereof.
The Class B-2 Certificates, the Class X Certificates and the Residual
Certificates will be issued in certificated, fully registered form. The Class
B-2 Certificates will be issued in minimum denominations of $100,000 and
integral multiples of $1,000 in excess thereof, except that one Certificate may
be issued in a different denomination that evidences the remainder of the
aggregate initial Certificate Principal Balance of such Class. The Class X
Certificates and the Residual Certificates will be issued in minimum Percentage
Interests equal to 10%.
Section 5. Distributions.
(a) On each Distribution Date, the Trustee (or the Paying Agent on
behalf of the Trustee) shall allocate the Available Distribution Amount 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 Distribution Amount for such Distribution
Date, with the Available Distribution Amount being allocated among the
Class A Subaccounts pro rata based on their respective Priority
Interest Distribution Amounts, and (B) second, the related Carryover
Interest Distribution Amount for such Distribution Date, if any, in
each case with the Available Distribution Amount being allocated among
the Class A Subaccounts pro rata based on their respective Carryover
Interest Distribution Amounts;
(ii) Second, to the Class M Subaccount, (A) first, the related
Priority Interest Distribution Amount for such Distribution Date, and
(B) second, any related Carryover Interest Distribution Amount for such
Distribution Date;
(iii) Third, to the Class B-1 Subaccount, (A) first, the
related Priority Interest Distribution Amount for such Distribution
Date, and (B) second, any related Carryover Interest Distribution
Amount for such Distribution Date;
(iv) Fourth, to the Class B-2 Subaccount, (A) first, the
related Priority Interest Distribution Amount for such Distribution
Date, and (B) second, any related Carryover Interest Distribution
Amount for such Distribution Date;
(v) Fifth, concurrently, to each Class A Subaccount, the
related Principal Distribution Shortfall Carryover Amount for the Class
A Subaccounts, if any, for such
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<PAGE>
Distribution Date, allocated among the Class A Subaccounts pro rata
based on the Certificate Principal Balances of their respective
Corresponding Certificates;
(vi) Sixth, to the Class A Subaccounts, the Class A Principal
Distribution Amount, 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
the Class A-1 Certificate Principal Balance has been reduced
to zero;
(2) Second, to the Class A-2 Subaccount in reduction
of the Subaccount Principal Balance of such Subaccount, until
the Class A-2 Certificate Principal Balance has been reduced
to zero;
(3) Third, to the Class A-3 Subaccount in reduction
of the Subaccount Principal Balance of such Subaccount, until
the Class A-3 Certificate Principal Balance has been reduced
to zero;
(4) Fourth, to the Class A-4 Subaccount in reduction
of the Subaccount Principal Balance of such Subaccount, until
the Class A-4 Certificate Principal Balance has been reduced
to zero;
(5) Fifth, to the Class A-5 Subaccount in reduction
of the Subaccount Principal Balance of such Subaccount, until
the Class A-5 Certificate Principal Balance has been reduced
to zero; and
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 Class A
Principal Distribution Amount will be allocated among the
Class A Subaccounts pro rata based upon the Certificate
Principal Balances of their respective Corresponding
Certificates;
(vii) Seventh, to the Class M Subaccount, (A) first, any
related Writedown Interest Distribution Amount for such Distribution
Date, and (B) second, any related Carryover Writedown Interest
Distribution Amount for such Distribution Date;
(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, the Class M Principal
Distribution Amount, in reduction of the Subaccount Principal Balance
of such Class, until the Class M Certificate Principal Balance is
reduced to zero;
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<PAGE>
(x) Tenth, to the Class B-1 Subaccount, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, and
(B) second, any related Carryover Writedown Interest Distribution
Amount for such Distribution Date;
(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 Class B-1
Principal Distribution Amount, in reduction of the Subaccount Principal
Balance of such Class, until the Class B-1 Certificate Principal
Balance is reduced to zero;
(xiii) Thirteenth, to the Class B-2 Subaccount, (A) first, any
related Writedown Interest Distribution Amount for such Distribution
Date, and (B) second, any related Carryover Writedown Interest
Distribution Amount for such Distribution Date;
(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 Class B-2
Principal Distribution Amount, in reduction of the Subaccount Principal
Balance of such Class, until the Class B-2 Certificate Principal
Balance is reduced to zero;
(xvi) Sixteenth, if Oakwood Acceptance Corporation 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;
(xvii) Seventeenth, to each Subaccount, (i) first, its
Carryover Non-Priority Interest Distribution Amount for such
Distribution Date, (ii) second, its Non-Priority Interest Distribution
Amount for such Distribution Date, and (iii) its remaining Subaccount
Principal Balance in each case with the Available Distribution Amount
being allocated among the Subaccounts pro rata based upon the total
amount remaining to be paid with respect to each Subaccount under each
clause of this provision; and
(xviii) 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
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Amount being allocated among such Classes pro rata based on their
respective Interest Distribution Amounts, and (B) second, the related
Carryover Interest Distribution Amount, if any, for such Distribution
Date, in each case with the Available Distribution Amount being
allocated among the Classes of Class A Certificates pro rata based on
their respective Carryover Interest Distribution 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 Distribution Amount for such
Distribution Date;
(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 Distribution Amount for such
Distribution Date;
(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 Distribution Amount for such
Distribution Date;
(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, the Class A Principal
Distribution Amount allocated sequentially to the Class A Certificates
in the order of their numerical designations, in reduction of the
Certificate Principal Balance of such Classes, until 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 Class A Principal Distribution Amount 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 Distribution Amount for such Distribution
Date, and (B) second, any related Carryover Writedown Interest
Distribution 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, the Class M Principal
Distribution Amount, in reduction of the Certificate Principal Balance
of such Class, until it is reduced to zero;
(x) Tenth, to the Class B-1 Certificates, (A) first, any
related Writedown
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Interest Distribution Amount for such Distribution Date, and (B)
second, any related Carryover Writedown Interest Distribution 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 Class B-1
Principal Distribution Amount, in reduction of the Certificate
Principal Balance of such Class, until it is reduced to zero;
(xiii) Thirteenth, to the Class B-2 Certificates, (A) first,
any related Writedown Interest Distribution Amount for such
Distribution Date, and (B) second, any related Carryover Writedown
Interest Distribution Amount for such Distribution Date;
(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 Class B-2
Principal Distribution Amount, in reduction of the Certificate
Principal Balance of such Class, until it is reduced to zero;
(xvi) Sixteenth, sequentially, first to each Class of the
Class A Certificates in the manner provided in subsection (b)(vi)
herein above, then to the Class M Certificates, then to the Class B-1
Certificates, and finally to the Class B-2 Certificates, the
Accelerated Principal Distribution Amount for such Distribution Date,
in reduction of the Certificate Principal Balance of each such Class,
until reduced to zero;
(xvii) Seventeenth, 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
(xviii) 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
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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 in full of all of the Regular Interests
therein and any administrative expenses associated with the Trust, will be
distributed to the Holders of the Pooling REMIC Residual Interest.
(2) Any amounts remaining in the Subaccounts on any Distribution Date
after all distributions required to be made by this Pooling and Servicing
Agreement have been made, and any amounts remaining in the Issuing REMIC after
payment in full of the Regular Interests therein and any administrative expenses
associated with the Trust, will be distributed to the Holders of the Issuing
REMIC Residual Interest.
Section 6. Allocation of Writedown Amounts.
On each Distribution Date, after all required distributions have been
made on the Certificates pursuant to Section 5 above, the Writedown Amount, if
any, shall be allocated on such Distribution Date in the following manner and in
the following order of priority:
(a) First, to the Class B-2 Subaccount, to be applied in
reduction of the Adjusted Subaccount Principal Balance of such
Subaccount, until the Adjusted Subaccount Principal Balance has been
reduced to zero;
(b) Second, to the Class B-1 Subaccount, to be applied in
reduction of the Adjusted Subaccount Principal Balance of such
Subaccount, until the Adjusted Subaccount Principal Balance has been
reduced to zero; and
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(c) Finally, to the Class M Subaccount, to be applied in
reduction of the Adjusted Subaccount Principal Balance of such
Subaccount, until the Adjusted Subaccount Principal Balance has been
reduced to zero.
(d) Writedown Amounts allocated to the Class B-2, Class B-1
and Class M Subaccounts pursuant to this Section 6 shall be allocated
to the Class B-2, Class B-1 and Class M Certificates, respectively,
until the Adjusted Certificate Principal Balance of each such Class has
been reduced to zero.
Section 7. Remittance Reports.
(a) The Remittance Report for each Distribution Date shall identify the
following items, in addition to the items specified in Section 4.01 of the
Standard Terms:
(1) the Interest Distribution Amount for each Class of the
Certificates for such Distribution Date (which shall equal the Priority
Interest Distribution Amount for the Corresponding Subaccount) and the
Carryover Interest Distribution Amount, as well as any Writedown
Interest Distribution Amount and any Carryover Writedown Interest
Distribution Amount, for each Class of the Certificates for such
Distribution Date, and the amount of interest of each such category to
be distributed on each such Class based upon the Available Distribution
Amount for such Distribution Date;
(2) the amount to be distributed on such Distribution Date on
each Class of the Certificates to be applied to reduce the Certificate
Principal Balance of such Class (which will be equal to the amount to
be allocated on such Distribution Date on the Corresponding Subaccount
to be applied to reduce the Subaccount Principal Balance of such
Subaccount), separately identifying any portion of such amount
attributable to any prepayments, the amount to be distributed to reduce
the Principal Distribution Shortfall Carryover Amount on each such
Class based upon the Available Distribution Amount for such
Distribution Date and separately identifying any Accelerated Principal
Distribution Amount to be distributed on the Certificates, the Current
Overcollaterialization Amount and the Target Overcollaterialization
Amount;
(3) the aggregate amount, if any, to be distributed on the
Residual Certificates;
(4) the amount of any Writedown Amounts to be allocated to
reduce the Certificate Principal Balance of any Class of Subordinated
Certificates (which will be equal to the amount of any Writedown Amount
to be allocated to the Corresponding Subaccount) on such Distribution
Date;
(5) the Certificate Principal Balance of each Class of the
Certificates (which will be equal to the Subaccount Principal Balance
of the Corresponding Subaccount) and the Adjusted Certificate Principal
Balance of each Class of the 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
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Writedown Amounts to be allocated) on such Distribution Date;
(6) the aggregate Interest Distribution Amount remaining
unpaid, if any, and the aggregate Carryover Interest Distribution
Amount remaining unpaid, if any, for each Class of Certificates (which
will be equal to the Priority Interest Distribution Amount and
Carryover Interest Distribution Amount remaining unpaid on the
Corresponding Subaccount), after giving effect to all distributions to
be made on such Distribution Date;
(7) the aggregate Writedown Interest Distribution Amount
remaining unpaid, if any, and the aggregate Carryover Writedown
Interest Distribution Amount remaining unpaid, if any, for each Class
of Certificates (which will be equal to such amounts remaining unpaid
on the Corresponding Subaccount), after giving effect to all
distributions to be made on such Distribution Date; and
(8) the aggregate Principal Distribution Shortfall Carryover
Amount remaining unpaid, if any, for each Class of Certificates, after
giving effect to the distributions to be made on such Distribution
Date.
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 the Underwriters (to the attention of the
person, if any, reported to the Trustee by the Underwriters) and to The
Bloomberg (to the address and to the person, if any specified to the Trustee by
Credit Suisse First Boston Corporation). The Trustee shall not be obligated to
mail any Remittance Report to The Bloomberg unless and until Credit Suisse First
Boston Corporation shall have notified the Trustee in writing of the name and
address to which such reports are to be mailed, which notice, once delivered,
will be effective for all Distribution Dates after the date such notice is
received by the Trustee unless and until superseded by a subsequent notice.
Section 8. Limited Right of Servicer to Retain Servicing Fees from Collections.
The Servicer may retain its Servicing Fee and any other servicing
compensation provided for herein and in the Standard Terms from gross interest
collections on the Assets prior to depositing such collections into the
Certificate Account; 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 Amount 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.
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Section 9. Modifications of Standard Terms.
The following modifications to the Standard Terms shall be in effect
with respect to the Certificates only.
(a) Section 1.01 of the Standard Terms is hereby amended as
follows:
(i) the definition of "Available Distribution" is
hereby amended by replacing such term with the term "Available
Distribution Amount," and each instance in which the term
"Available Distribution" is used in the Standard Terms
hereinafter shall be deemed to use the term "Available
Distribution Amount."
(ii) 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.
(iii) the definition of "Compensating Interest" is
hereby deleted in its entirety.
(iv) the definition of "Contract Documents" is hereby
amended by deleting the final paragraph thereof and replacing
such paragraph in its entirety as follows:
In the case of any Land Secured Contract,
the related Contract Documents shall consist of the
following documents in lieu of those listed in clause
(c) of the foregoing paragraph: (i) the original
recorded Mortgage for the related Real Property, with
evidence of recordation noted thereon or attached
thereto, or a certified copy thereof issued by the
appropriate recording office (or, if the Mortgage is
in the process of being recorded, a photocopy of the
Mortgage, which may be on microfilm or optical disk
maintained by the Servicer in its records separate
from the other related Contract Documents); (ii) if
the Mortgage does not name the related Seller as
mortgagee therein or beneficiary thereof, an original
recorded assignment or assignments of the Mortgage
from the Persons named as mortgagee in, or beneficiary
of, such Mortgage, to the related
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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.
(v) The definition of "Contract Loan-to-Value Ratio"
is hereby deleted in its entirety and replaced with the
following:
"Contract Loan-to-Value Ratio":
Means, (i) as to each Contract with respect
to which a lien on land is required for
underwriting purposes, the ratio, expressed
as a percentage, of the principal amount of
such Contract to the sum of the purchase
price of the home (including taxes,
insurance and any land improvements), the
tax value or appraised value of the land and
the amount of any prepaid finance charges or
closing costs that are financed; and (ii) as
to each other Contract, the ratio, expressed
as a percentage, of the principal amount of
such Contract to the purchase price of the
home (including taxes, insurance and any
land improvements) and the amount of any
prepaid finance charges or closing costs
that are financed.
(vi) the definition of "Eligible Investments" is
hereby amended by deleting the word "or" from paragraph (d)
thereof; by replacing paragraph (e) thereof in its entirety
with "money market accounts or money market funds rated in the
highest rating category of the Rating Agency for such money
market funds; and"; 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 the highest rating category
sufficient to support the initial ratings assigned to
a related Series of Certificates.
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(vii) The definition of "Mortgage Loan-to-Value Ratio"
is hereby deleted in its entirety and replaced with the
following:
"Mortgage Loan-to-Value Ratio": Means, as to
a Mortgage Loan, the ratio, expressed as a percentage,
of the principal amount of such Mortgage Loan at the
time of determination, to either (i) the sum of the
appraised value of the land and improvements, and the
amount of any prepaid finance charges or closing costs
that are financed or (ii) the sum of the purchase
price of the home (including taxes, insurance and any
land improvements), the appraised value of the land
and the amount of any prepaid finance charges or
closing costs that are financed.
(viii) the definition of "Mortgage Loan Documents" is
hereby amended by adding to the end of paragraph (e) thereof
the following:
and that such Title Insurance Policy is freely
assignable to and will inure to the benefit of the
Trustee (subject to recordation of the related
Assignment of Mortgage).
(ix) the definition of "Obligor" is hereby restated as
follows:
"Obligor": A person who is indebted under a
Contract or who has acquired a Manufactured Home
subject to a Contract or a person who is the Mortgagor
or borrower under a Mortgage Loan or who has acquired
a Mortgaged Property subject to a Mortgage Loan.
(x) the definition of "Principal Distribution Amount"
is hereby amended by deleting clause (e) and the final proviso
of the definition in their entirety;
(xi) the words "Servicing Fees and" is hereby deleted
from the two parenthetical phrases included in the definition
of "Due Date Interest Shortfall"; and
(xii) 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
Moody's Investors Service, Inc. ("Moody's") and of
Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. ("S&P") or short-term
unsecured debt obligations rated in Moody's and S&P's
highest applicable rating category, (2) having
commercial paper or short-term unsecured debt
obligations rated in Moody's and S&P's highest
applicable rating category, or (3) that is otherwise
acceptable to each applicable Rating Agency.
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(xiii) the definition of "Qualified Substitute Asset"
is hereby amended by (A) deleting clause (A) in the third
sentence thereof in its entirety and replacing it with the
following "(A) the Obligor shall not be 30 or more days
delinquent in payment on the Qualified Substitute Asset"; and
(B) adding after the final sentence thereof the following: "In
addition to all other requirements stated in this paragraph,
any Replaced Asset that is a Mortgage Loan may only be
replaced by another Mortgage Loan."
(xiv) the definition of "Servicing Fee" is hereby
deleted in its entirety and replaced with the following:
"Servicing Fee": On each Distribution Date, the
product obtained by multiplying (a) one-twelfth of the
Servicing Fee Rate by (b) the aggregate Scheduled Principal
Balance of the Assets immediately prior to the preceding
Collection Period (without giving effect to any Principal
Prepayments, Net Liquidation Proceeds and Repurchase Prices
received (or Realized Losses incurred) on the day preceding
the beginning of such Collection Period).
(xv) 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 Advances, plus (c) the sum of (i) 100% of
the aggregate of the Unpaid Principal Balance of each
Asset remaining in the Trust on the day of such
purchase, plus accrued interest thereon at the related
Asset Rate through the end of the Interest Accrual
Period relating to the Termination Date, plus (ii) the
lesser of (A) the aggregate of the Unpaid Principal
Balances of each Asset relating to any Repo Property
or REO Property remaining in the Trust, plus accrued
interest thereon at the related Asset Rate through the
end of the Interest Accrual Period related to the
Termination Date and (B) the current appraised value
of any such Repo Property or REO Property (net of
Liquidation Expenses 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 reasonably determined in good faith 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
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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 with Respect to Mortgage Loans.
Notwithstanding any provisions in these Standard Terms to the contrary,
OMI shall cause, with respect to each Mortgage Loan, Assignments of
Mortgages to the Trustee to be prepared and recorded with respect to
all Mortgages not later than one-hundred twenty (120) calendar days
following the Closing Date, which recordation shall be an expense of
the Company. For each Mortgage for which an Assignment of Mortgage is
not duly and timely recorded as provided above, the Company shall
repurchase such Mortgage pursuant to the provisions of 2.06 hereof. As
evidence of recordation, the Trustee shall be entitled to rely upon,
among other things (i) a certification from a title insurance company,
(ii) an Opinion of Counsel, (iii) a recorded Assignment or (iv) a
clerk's receipt as to the recordation of any or all of the Assignments.
(c) Section 3.04 of the Standard Terms is hereby amended by deleting
the title "Advances and Compensating Interest" and replacing such title with the
title "Advances", and is amended further by deleting Section 3.04(e) in its
entirety.
(d) Section 3.10(c) of the Standard Terms is hereby amended by adding
after the final sentence thereof the following: "Upon the request of the
Servicer, the Trustee shall execute and deliver to the Servicer one or more
limited powers of attorney that constitutes and appoints the Servicer as the
Trustee's true and lawful attorney-in-fact and agent with respect to the
commencement of certain actions, in the name and on behalf of the Trustee, for
the benefit of the Certificateholders, pursuant to the provisions hereof and to
execute and deliver, in the Trustee's name, place and stead such papers as
reasonably necessary or desirable to carry out the foregoing, at all times
consistent with the Pooling and Servicing Agreement."
(e) Section 4.01(1) of the Standard Terms is hereby amended by deleting
the "and" immediately before subclause "(I)" and by adding after the final
sentence thereof the following:
"(J) the aggregate number and the aggregate Unpaid Principal
Balance of Outstanding Contracts and Outstanding Mortgage
Loans, stated separately, for which the Obligor is also a
debtor, whether voluntary or involuntary, in a proceeding
under the Bankruptcy Code; and (K) the aggregate number and
the aggregate Unpaid Principal Balance of Outstanding
Contracts and Outstanding Mortgage Loans for which the Obligor
is also a debtor, whether voluntary or involuntary, in a
proceeding under the Bankruptcy Code, stated separately, that
are (i) delinquent one month (i.e., 30 to 59 days) as of the
end of the related Prepayment Period, (ii) delinquent two
months (i.e., 60 to 89 days) as of the
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end of the related Prepayment Period, and (iii) delinquent
three months (i.e., 90 days or longer) as of the end of the
related Prepayment Period;".
(f) 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.
(g) Section 5.05(b)(1) of the Standard Terms is amended to read in its
entirety as follows:
(1) Book-Entry Certificates. No transfer of all or any portion
of any Class of Book-Entry Certificates that are ERISA Restricted
Certificates shall be made to a transferee that is a Plan Investor
unless such Plan Investor qualifies for an exemption from Sections 406
and 407 of ERISA and Section 4975 of the Code, and each Beneficial
Owner of such a Certificate shall be deemed to have represented, by
virtue of its acquisition of such a Certificate, either (i) that it is
not a Plan Investor or (ii) that an exemption from Sections 406 and 407
of ERISA and Section 4975 of the Code will apply to the acquisition,
holding and resale of such Certificates by the Beneficial Owner
thereof.
(h) 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.
(i) 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 (336) 664-3224.
Section 10. 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
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transferable, certificated and fully registered certificates in accordance with
Section 10(b) below, the Class R-1 Certificates will be designated as the
"residual interest" in the Issuing REMIC and the Class R-2 Certificates will be
designated as the "residual interest" in the Pooling REMIC.
(b) Upon the request of any registered Holder of a Class R Certificate,
the Trustee shall issue to such Holder two separately transferable, certificated
and fully registered Certificates (a Class R-1 Certificate and a Class R-2
Certificate), in substantially the forms of Exhibit R-1 and Exhibit R-2 attached
hereto. In the event that the Class R Certificates are exchanged for separately
transferrable Class R-1 and Class R-2 Certificates: (1) the Class R-1
Certificates will be designated as the residual interest in the Issuing REMIC,
(2) the Class R-2 Certificates will be designated as the residual interest in
the Pooling REMIC, (3) the Holders of a majority of the Percentage Interest in
the Class R-1 Certificates together with the Holders 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 11. 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.
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(d) If the Trustee does not obtain bids from at least two Qualified
Bidders, or does not receive a bid such that the net proceeds therefrom would at
least equal the Termination Price, it shall not sell the Assets, REO Properties
and Repo Properties, and shall thereafter have no obligation to attempt to sell
same.
(e) The Servicer shall cooperate with and provide necessary information
to the Trustee in connection with any auction sale as described herein.
Section 12. 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 13. 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 14. 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 15. 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 16. Entire Agreement.
This Pooling and Servicing Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof, and fully
supersedes any prior or contemporaneous agreements relating to such subject
matter.
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<PAGE>
IN WITNESS WHEREOF, OMI, the Servicer and the Trustee have caused this
Pooling and Servicing Agreement to be duly executed by their respective officers
thereunto duly authorized and their respective signatures duly attested all as
of the day and year first above written.
OAKWOOD MORTGAGE INVESTORS, INC.
By: /s/ Douglas R. Muir
--------------------------
Name: Douglas R. Muir
Title: Vice President
OAKWOOD ACCEPTANCE CORPORATION
By: /s/ Douglas R. Muir
--------------------------
Name: Douglas R. Muir
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION,
as Trustee
By: /s/ Judy A. Wisniewski
--------------------------
Name: Judy A. Wisniewski
Title: Assistant Vice President
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<PAGE>
STATE OF NORTH CAROLINA )
) s.
COUNTY OF DAVIDSON )
The foregoing instrument was acknowledged before me in the County of
Guilford this ____ day of February, 1998 by Douglas R. Muir, Vice President of
Oakwood Mortgage Investors, Inc., a North Carolina corporation, on behalf of the
corporation.
/s/ Rebecca Waddell
--------------------------
Notary Public
My Commission expires: 3/4/2002
STATE OF NORTH CAROLINA )
) s.
COUNTY OF DAVIDSON )
The foregoing instrument was acknowledged before me in the County of
Guilford this ____ day of February, 1998 by Douglas R. Muir, Vice President of
Oakwood Acceptance Corporation, a North Carolina corporation, on behalf of the
corporation.
/s/ Rebecca Waddell
--------------------------
Notary Public
My Commission expires: 3/4/2002
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<PAGE>
COMMONWEALTH OF PENNSYLVANIA )
) s.
CITY OF PHILADELPHIA )
The foregoing instrument was acknowledged before me in the City of
Philadelphia, this 26th day of February, 1998, by Judy A. Wisniewski, Assistant
Vice President of PNC Bank, National Association, a national banking
association, on behalf of the association.
/s/ Joan F. Wilson
--------------------------
Notary Public
My Commission expires: Feb. 12, 2001
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<PAGE>
INDEX TO SCHEDULES AND EXHIBITS
Schedule IA Contract Schedule
Schedule IB Mortgage Loan Schedule
Exhibit A-1 Form of Class A-1 Certificate
Exhibit A-2 Form of Class A-2 Certificate
Exhibit A-3 Form of Class A-3 Certificate
Exhibit A-4 Form of Class A-4 Certificate
Exhibit A-5 Form of Class A-5 Certificate
Exhibit 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
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