SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) June 4, 1998.
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Oakwood Mortgage Investors, Inc.
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(Exact name of registrant as specified in charter)
North Carolina 333-31441 56-1886793
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7800 McCloud Road, Greensboro, North Carolina 27407
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (336) 664-2400
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(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events.
On June 4, 1998, the Registrant caused the issuance and sale of
$300,000,000 aggregate initial principal amount of Senior/Subordinated
Pass-Through Certificates, Series 1998-B (the "Certificates") pursuant to the
Series 1998-B Pooling and Servicing Agreement, dated as of May 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 eleven Classes
with Pass-Through Rates and initial Certificate Principal Balances as set forth
below:
<TABLE>
<CAPTION>
INITIAL
CERTIFICATE
PRINCIPAL PASS THROUGH
DESIGNATION BALANCE RATE
----------- ------- ----
<S> <C> <C> <C>
Class A-1 $62,900,000 (1)
Class A-2 $57,600,000 6.150%
Class A-3 $33,700,000 6.200%
Class A-4 $18,700,000 6.350%
Class A-5 $64,850,000 (2)
Class M-1 $23,250,000 (3)
Class M-2 $12,750,000 (4)
Class B-1 $11,250,000 (5)
Class B-2 $15,000,000 (6)
Class X (7) (7)
Class R (8) (8)
</TABLE>
(1) The Pass-Through Rate on the Class A-1 Certificates for any
Distribution Date shall be the per annum rate equal to the lesser of
One-Month LIBOR, as determined (except for the initial Distribution Date)
on the applicable Floating Rate Determination Date, plus 0.04%, or the
Weighted Average Net Asset Rate.
(2) The Pass-Through Rate on the Class A-5 Certificates for any
Distribution Date shall be equal to the lesser of (i) 6.675% per annum and
(ii) the Weighted Average Net Asset Rate.
(3) The Pass-Through Rate on the Class M-1 Certificates for any
Distribution Date shall be equal to the lesser of (i) 6.800% per annum and
(ii) the Weighted Average Net Asset Rate.
(4) The Pass-Through Rate on the Class M-2 Certificates for any
Distribution Date shall be equal to the lesser of (i) 7.025% per annum and
(ii) the Weighted Average Net Asset Rate.
(5) The Pass-Through Rate on the Class B-1 Certificates for any
Distribution Date shall be equal to the lesser of (i) 7.450% per annum and
(ii) the Weighted Average Net Asset Rate.
(6) The Pass-Through Rate on the Class B-2 Certificates for any
Distribution Date shall be equal to the lesser of (i) 7.750% per annum and
(ii) the Weighted Average Net Asset Rate.
2
<PAGE>
(7) The Class X Certificates shall have no Certificate Principal Balance
and no Pass-Through Rate.
(8) The Class R Certificates shall 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-B (the "Trust"), which consists
primarily of a pool of Assets transferred to the Trust by the Registrant
pursuant to the Pooling and Servicing Agreement. The Assets were purchased
by the Registrant in a privately-negotiated transaction with Oakwood
Acceptance Corporation ("OAC") pursuant to a Sales Agreement, dated as of
May 1, 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 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-1,
Class M-2, Class B-1 and Class B-2 Certificates are collectively referred
to herein as the "Offered Certificates." The Offered Certificates are
senior to the Class X and Class R Certificates. The Class A-1, Class A-2,
Class A-3, Class A-4 and Class A-5 Certificates are senior to the Class
M-1, Class M-2, Class B-1 and Class B-2 Certificates.
The Offered Certificates have been sold by the Registrant to Credit
Suisse First Boston Corporation and Prudential Securities Incorporated
(the "Underwriters") pursuant to a Terms Agreement, dated as of May 28,
1998, among the Underwriters, the Registrant and OAC, which incorporates
by reference the Registrant's Underwriting Agreement Standard Provisions,
June 1995. The Class X and Class R Certificates have been transferred to
Oakwood Financial Corporation, a Nevada corporation ("OFC") and an
affiliate of the Registrant.
Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement or, if not defined
in the Pooling and Servicing Agreement, the meanings assigned to them in
the Standard Terms.
The description of the Assets transferred to the Trustee pursuant to
the Pooling and Servicing Agreement begins on the next page.
3
<PAGE>
Whenever reference is made herein to a percentage of the Assets (or to
a percentage of the Scheduled Principal Balance of the Assets), the percentage
is calculated based on the Scheduled Principal Balances ("SPB") of the Assets as
of the Closing Date. In addition, numbers in any columns in the tables below may
not sum exactly to the total number at the bottom of the column due to rounding.
<TABLE>
<CAPTION>
GEOGRAPHICAL DISTRIBUTION OF MANUFACTURED HOMES(1)
AGGREGATE PERCENTAGE OF
NUMBER OF SCHEDULED ASSET POOL
GEOGRAPHIC LOCATION ASSETS PRINCIPAL BALANCE BY SPB
- ------------------- ------ ----------------- ------
<S> <C> <C> <C>
Alabama.................... 306 $ 10,042,937 3.35%
Alaska..................... 2 160,622 0.05
Arizona.................... 256 11,519,454 3.84
Arkansas................... 150 5,124,618 1.71
California................. 26 1,482,679 0.49
Colorado................... 76 3,472,514 1.16
Delaware................... 59 1,815,323 0.61
Florida.................... 205 8,296,585 2.77
Georgia.................... 256 9,592,191 3.20
Idaho...................... 38 1,830,411 0.61
Illinois................... 15 453,365 0.15
Indiana.................... 11 292,372 0.10
Iowa....................... 1 49,095 0.02
Kansas..................... 68 2,543,666 0.85
Kentucky................... 231 7,762,938 2.59
Louisiana.................. 217 8,087,355 2.70
Maryland................... 35 1,231,843 0.41
Massachusetts.............. 2 70,982 0.02
Michigan................... 2 80,051 0.03
Mississippi................ 290 9,849,470 3.28
Missouri................... 149 5,183,896 1.73
Nevada..................... 11 588,626 0.20
New Jersey................. 3 90,471 0.03
New Mexico................. 220 8,074,589 2.69
New York................... 5 197,630 0.07
North Carolina............. 1,959 68,154,509 22.72
Ohio....................... 47 1,532,010 0.51
Oklahoma................... 105 3,613,378 1.20
Oregon..................... 55 3,372,704 1.12
Pennsylvania............... 3 130,868 0.04
South Carolina............. 648 22,990,722 7.66
Tennessee.................. 412 14,193,763 4.73
Texas...................... 1,632 60,561,141 20.19
Utah....................... 30 1,466,102 0.49
Virginia................... 469 15,610,604 5.20
Washington................. 79 5,078,666 1.69
Washington DC.............. 1 24,363 0.01
West Virginia.............. 170 5,281,099 1.76
Wyoming.................... 2 93,510 0.03
-------- ------ ----
Total................... 8,246 $299,997,122 100.00%
===== ============ ======
</TABLE>
(1) Based on the mailing address of the Obligor on the related Asset as of the
Cut-Off Date.
1
<PAGE>
<TABLE>
<CAPTION>
YEAR OF ORIGINATION OF ASSETS (1)
AGGREGATE PERCENTAGE OF
NUMBER OF SCHEDULED ASSET POOL
YEAR OF ORIGINATION ASSETS PRINCIPAL BALANCE BY SPB
- ------------------- ------ ----------------- ------
<S> <C> <C> <C> <C>
1995..................... 1 $ 20,717 0.01%
1996..................... 4 126,882 0.04
1997..................... 78 3,491,528 1.16
1998..................... 8,163 296,357,995 98.79
----- ------------- -------
Total............... 8,246 $299,997,122 100.00%
===== ============ ======
</TABLE>
(1) The weighted average seasoning of the Assets was approximately 1 month as of
the Cut-Off Date.
<TABLE>
<CAPTION>
DISTRIBUTION OF ORIGINAL ASSET AMOUNTS(1)
AGGREGATE PERCENTAGE OF
ORIGINAL ASSET NUMBER OF SCHEDULED ASSET POOL
AMOUNT ASSETS PRINCIPAL BALANCE BY SPB
- ------ ------ ----------------- ------
<S> <C> <C> <C>
$ 4,999 or less.............. 29 $ 111,088 0.04%
$ 5,000 - $ 9,999.......... 201 1,535,900 0.51
$ 10,000 - $ 14,999.......... 329 4,076,893 1.36
$ 15,000 - $ 19,999.......... 445 7,862,418 2.62
$ 20,000 - $ 24,999.......... 854 19,407,124 6.47
$ 25,000 - $ 29,999.......... 1,312 36,095,931 12.03
$ 30,000 - $ 34,999.......... 1,586 51,389,989 17.13
$ 35,000 - $ 39,999.......... 891 33,072,305 11.02
$ 40,000 - $ 44,999.......... 432 18,287,150 6.10
$ 45,000 - $ 49,999.......... 487 23,166,798 7.72
$ 50,000 - $ 54,999.......... 479 25,099,130 8.37
$ 55,000 - $ 59,999.......... 436 25,030,926 8.34
$ 60,000 - $ 64,999.......... 311 19,371,441 6.46
$ 65,000 - $ 69,999.......... 163 10,955,420 3.65
$ 70,000 - $ 74,999.......... 101 7,307,552 2.44
$ 75,000 - $ 79,999.......... 54 4,174,348 1.39
$ 80,000 - $ 84,999.......... 42 3,441,099 1.15
$ 85,000 - $ 89,999.......... 22 1,930,279 0.64
$ 90,000 - $ 94,999.......... 18 1,662,713 0.55
$ 95,000 - $ 99,999.......... 16 1,551,133 0.52
$100,000 or more............... 38 4,467,486 1.49
------- --------------- --------
Total..................... 8,246 $299,997,122 100.00%
===== ============ ======
</TABLE>
(1) The highest original Asset amount was $214,857, which represents 0.07% of
the aggregate principal balance of the Assets at origination. The average
original principal amount of the Assets was approximately $36,453 as of the
Cut-off Date.
2
<PAGE>
<TABLE>
<CAPTION>
ASSET RATES (1)
AGGREGATE PERCENTAGE OF
NUMBER OF SCHEDULED ASSET POOL
ASSET RATE ASSETS PRINCIPAL BALANCE BY SPB
---------- ------ ----------------- ------
<S> <C> <C> <C> <C>
7.000% - 7.999%.......... 57 $ 3,550,309 1.18%
8.000% - 8.999%.......... 1,430 71,702,290 23.90
9.000% - 9.999%.......... 848 39,644,526 13.21
10.000% - 10.999%.......... 539 25,911,422 8.64
11.000% - 11.999%.......... 490 19,192,910 6.40
12.000% - 12.999%.......... 2,993 85,278,603 28.43
13.000% - 13.999%.......... 1,888 54,710,417 18.24
14.000% - 14.999%.......... 1 6,645 0.00
----- ------------- ------
Total................. 8,246 $299,997,122 100.00%
===== ============ ======
</TABLE>
(1) The weighted average Asset Rate was approximately 11.03% as ofthe Cut-Off
Date. This table reflects the Asset Rates of the Step-up Rate Loans as of
the Cut-Off Date and does not reflect any subsequent increases in the Asset
Rates of the Step-up Rate Loans.
<TABLE>
<CAPTION>
REMAINING TERMS TO MATURITY OF ASSETS (IN MONTHS) (1)
AGGREGATE PERCENTAGE OF
REMAINING TERM NUMBER OF SCHEDULED ASSET POOL
TO MATURITY ASSETS PRINCIPAL BALANCE BY SPB
----------- ------ ----------------- ------
<S> <C> <C> <C> <C>
1 - 60 months........... 293 $ 2,567,373 0.86%
61 - 96 months........... 279 3,833,799 1.28
97 - 120 months........... 271 5,167,797 1.72
121 - 156 months........... 401 8,404,787 2.80
157 - 180 months........... 2,425 71,373,131 23.79
181 - 216 months........... 84 2,536,128 0.85
217 - 240 months........... 1,878 67,579,789 22.53
241 - 300 months........... 1,301 57,442,832 19.15
301 - 360 months........... 1,314 81,091,486 27.03
----- -------------- -------
Total.................... 8,246 $299,997,122 100.00%
===== ============ ======
</TABLE>
(1) The weighted average remaining term to maturity of the Assets was
approximately 260 months as ofthe Cut-Off Date.
<TABLE>
<CAPTION>
ORIGINAL TERMS TO MATURITY OF ASSETS (IN MONTHS) (1)
AGGREGATE PERCENTAGE OF
ORIGINAL TERM NUMBER OF SCHEDULED ASSET POOL
TO MATURITY ASSETS PRINCIPAL BALANCE BY SPB
----------- ------ ----------------- ------
<S> <C> <C> <C> <C>
1 - 60 months........... 292 $ 2,554,590 0.85%
61 - 96 months........... 279 3,825,864 1.28
97 - 120 months........... 271 5,171,800 1.72
121 - 156 months........... 401 8,391,747 2.80
157 - 180 months........... 2,426 71,402,885 23.80
181 - 216 months........... 82 2,477,358 0.83
217 - 240 months........... 1,880 67,638,560 22.55
241 - 300 months........... 1,301 57,442,832 19.15
301 - 360 months........... 1,314 81,091,486 27.03
----- -------------- -------
Total.................... 8,246 $299,997,122 100.00%
===== ============ ======
</TABLE>
(1) The weighted average original term to maturity of the Initial Assets was
approximately 261 months as of the Cut-Off Date.
3
<PAGE>
<TABLE>
<CAPTION>
DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS OF ASSETS(1)
AGGREGATE PERCENTAGE OF
NUMBER OF SCHEDULED ASSET POOL
LOAN-TO VALUE RATIO(2) ASSETS PRINCIPAL BALANCE BY SPB
- ---------------------- ------ ----------------- ------
<S> <C> <C> <C>
50% or less................ 52 $ 1,382,109 0.46%
51% - 55%.................. 25 579,610 0.19
56% - 60%.................. 30 919,372 0.31
61% - 65%.................. 43 1,348,877 0.45
66% - 70%.................. 97 3,135,312 1.05
71% - 75%.................. 123 4,175,147 1.39
76% - 80%.................. 286 9,243,478 3.08
81% - 85%.................. 704 21,889,481 7.30
86% - 90%.................. 1,490 49,847,528 16.62
91% - 95%.................. 3,849 147,318,679 49.11
96% - 100%.................. 1,540 59,883,731 19.96
101% - 105%.................. 7 273,797 0.09
-------- --------------- --------
Total................... 8,246 $299,997,122 100.00%
===== ============ ======
</TABLE>
(1) The weighted average original Loan-to-Value Ratio of the Initial Assets was
approximately 91.46% as of the Cut-Off Date.
(2) Rounded to nearest 1%.
"Loan-to-Value Ratio" means, (a) with respect to each Contract, (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; and (b) with
respect to each 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:
4
<PAGE>
Exhibits
--------
1.1 Terms Agreement, dated May 28, 1998, among the
Registrant, Oakwood Acceptance Corporation and Credit
Suisse First Boston Corporation and Prudential Securities
Incorporated, as Underwriters, relating to the Offered
Certificates (related exhibits available upon request of
the Registrant)
4.1 Copy of the Series 1998-B Pooling and Servicing
Agreement, dated as of May 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)
99.1 Copy of the Limited Guarantee, dated as of May 1, 1998
by Oakwood Homes Corporation for the benefit of PNC
Bank, National Association, as Trustee.
5
<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.
June 4, 1998 OAKWOOD MORTGAGE INVESTORS,
INC.
By: /s/ Douglas R. Muir
-----------------------
Name: Douglas R. Muir
Title: Vice President
6
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
Page
<S> <C>
1.1 Terms Agreement, dated May 28, 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
exhibits available upon request of the Registrant).......................................................
4.1 Copy of the Series 1998-B Pooling and Servicing Agreement, dated
as of May 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) ....................................
99.1 Copy of the Limited Guarantee, dated as of May 1, 1998 by Oakwood
Homes Corporation for the benefit of PNC Bank, National
Association, as Trustee...................................................................................
</TABLE>
7
<PAGE>
Exhibit 1.1
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OAKWOOD MORTGAGE INVESTORS, INC.
PASS-THROUGH CERTIFICATES
1998-B TERMS AGREEMENT
Dated: May 28, 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-B, Classes A-1, A-2,
A-3, A-4, A-5, M-1, M-2, B-1, B-2, X and R (collectively, the
"Certificates"). The Classes A-1, A-2, A-3, A-4, A-5, M-1,
M-2, B-1 and B-2 Certificates are collectively referred to
herein as the "Underwritten Certificates."
UNDERWRITING AGREEMENT: Subject to the terms and conditions set forth
herein and to the terms of the Standard Provisions, which are incorporated by
reference herein, the Company hereby agrees to issue and sell to Credit Suisse
First Boston Corporation and Prudential Securities Incorporated (collectively,
the "Underwriters"), and the Underwriters hereby agree to purchase from the
Company, on June 4, 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 May 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 May 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
<PAGE>
Agreement (November 1995 Edition) (collectively, the "Pooling and Servicing
Agreement"). The Certificates will represent in the aggregate the entire
beneficial ownership interest in the assets of the Trust which will consist
primarily of fixed-rate installment sales contracts secured by units of
manufactured housing (the "Contracts") with original terms to maturity not
exceeding 30 years and fixed-rate mortgage loans secured by first-liens on the
real estate to which the related manufactured homes are deemed permanently
affixed (the "Mortgage Loans" and, together with the Contracts, the "Assets")
with original terms to maturity not exceeding 30 years, in each case having the
characteristics described in the final Prospectus Supplement, dated May 28,
1998, relating to the Underwritten Certificates (the "Prospectus Supplement").
The Company and the Servicer specifically covenant to make available on
the Closing Date or on each Subsequent Transfer Date, as applicable, 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 such dates.
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 INITIAL ASSETS: $256,852,267.
CUT-OFF DATE WITH RESPECT TO THE INITIAL ASSETS : May 1, 1998.
2
<PAGE>
<TABLE>
<CAPTION>
TERMS OF THE CERTIFICATES:
======================== ====================== ====================== ====================== ======================
Class Initial Principal Pass-Through Ratings Purchase
Designation Amount Rate S&P Fitch Price
======================== ====================== ====================== ====================== ======================
<S> <C> <C> <C> <C>
A-1 $62,900,000 (1) "AAA" "AAA" 99.890000%
A-2 $57,600,000 6.150% per annum "AAA" "AAA" 99.744783%
A-3 $33,700,000 6.200% per annum "AAA" "AAA" 99.554239%
A-4 $18,700,000 6.350% per annum "AAA" "AAA" 99.581238%
A-5 $64,850,000 (2) "AAA" "AAA" 99.484629%
M-1 $23,250,000 (2) "AA" "AA" 99.389377%
M-2 $12,750,000 (2) "A" "A" 99.354621%
B-1 $11,250,000 (2) "BBB" "BBB" 99.226621%
B-2 $15,000,000 (2) "BBB-" "BBB-" 99.159146%
======================== ====================== ====================== ====================== ======================
</TABLE>
(1) The Pass-Through Rate for the Class A-1 Certificates will be the per
annum rate equal to the lesser of One-Month LIBOR, as determined on the
applicable Floating Rate Determination Date, plus 0.04%, or the
Weighted Average Net Asset Rate.
(2) The Pass-Through Rate for the (i) Class A-5 Certificates will equal the
lesser of 6.675% per annum and the Weighted Average Net Asset Rate,
(ii) Class M-1 Certificates will equal the lesser of 6.800% per annum
and the Weighted Average Net Asset Rate; (iii) Class M-2 Certificates
will equal the lesser of 7.025% per annum and the Weighted Average Net
Asset Rate, (iv) Class B-1 Certificates will equal the lesser of 7.450%
per annum and the Weighted Average Net Asset Rate and (v) Class B-2
Certificates will equal the lesser of 7.750% per annum and the Weighted
Average Net Asset Rate.
SUBORDINATION FEATURES: The Class M-1 and M-2 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 and
B-2 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 June, 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.
3
<PAGE>
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 June 4, 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 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,
4
<PAGE>
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 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.
5
<PAGE>
NOTICES: All communications hereunder will be in writing and effective
only upon receipt and will be mailed, delivered or telegraphed and confirmed to
the parties at:
Oakwood Mortgage Investors, Inc. and
Oakwood Acceptance Corporation
7800 McCloud Road (27409-9634)
P.O. Box 27081
Greensboro, North Carolina 27425-7081
Attention: Douglas Muir
Credit Suisse First Boston Corporation
11 Madison Avenue
20th Floor
New York, New York 10010
Attention: Fiachra O'Driscoll
Prudential Securities Incorporated
One New York Plaza
15th Floor
New York, New York 10292
Attention: Paul Richardson
REQUEST FOR OPINIONS: (a) The Company and OAC hereby request and
authorize Hunton & Williams 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.
6
<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
--------------------------------------------
PRUDENTIAL SECURITIES INCORPORATED
By: /s/Joseph Donovan
---------------------------------------------------
Name: Joseph Donovan
-------------------------------------------
Title: Managing Director - Group Head
-------------------------------------------
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
----------------------------
7
<PAGE>
SCHEDULE A
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class M-1, Class
M-2, Class B-1 and Class B-2 Certificates
<TABLE>
<CAPTION>
Class A-1 Class A-2 Class A-3
--------- --------- ---------
<S> <C> <C> <C>
Credit Suisse First Boston Corporation..................... $31,450,000 $28,800,000 $16,850,000
Prudential Securities Incorporated......................... $31,450,000 $28,800,000 $16,850,000
Total...................................................... $62,900,000 $57,600,000 $33,700,000
=========== =========== ===========
Class A-4 Class A-5 Class M-1
Credit Suisse First Boston Corporation .................... $9,350,000 $32,425,000 $11,625,000
Prudential Securities Incorporated......................... $9,350,000 $32,425,000 $11,625,000
Total...................................................... $18,700,000 $64,850,000 $23,250,000
=========== =========== ===========
Class M-2 Class B-1 Class B-2
Credit Suisse First Boston Corporation .................... $6,375,000 $11,250,000 $15,000,000
Prudential Securities Incorporated......................... $6,375,000 $0 $0
Total...................................................... $12,750,000 $11,250,000 $15,000,000
=========== =========== ===========
</TABLE>
Exhibit 4.1
===========================================
OAKWOOD MORTGAGE INVESTORS, INC.,
OAKWOOD ACCEPTANCE CORPORATION
AND
PNC BANK, NATIONAL ASSOCIATION,
TRUSTEE
----------
SERIES 1998-B POOLING AND SERVICING AGREEMENT
DATED AS OF MAY 1, 1998
----------
OAKWOOD MORTGAGE INVESTORS, INC.
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 1998-B
===========================================
<PAGE>
THIS SERIES 1998-B POOLING AND SERVICING AGREEMENT, dated as of May 1,
1998, is made with respect to the formation of OMI Trust 1998-B (the "Trust")
among OAKWOOD MORTGAGE INVESTORS, INC., a North Carolina corporation ("OMI"),
OAKWOOD ACCEPTANCE CORPORATION, a North Carolina corporation ("OAC" and, in its
capacity as servicer, the "Servicer"), and PNC BANK, NATIONAL ASSOCIATION, a
national banking association, as trustee (the "Trustee"), under this Agreement
and the Standard Terms to Pooling and Servicing Agreement, November 1995 Edition
(the "Standard Terms"), all the provisions of which are incorporated herein as
modified hereby and shall be a part of this Agreement as if set forth herein in
full (this Agreement with the Standard Terms so incorporated, the "Pooling and
Servicing Agreement"). Capitalized terms used and not otherwise defined herein
shall have the respective meanings given them in the Standard Terms.
PRELIMINARY STATEMENT
The Board of Directors of OMI has duly authorized the formation of the
Trust to issue a Series of Certificates with an aggregate initial principal
amount of $300,000,000, to be known as the Senior/Subordinated Pass-Through
Certificates, Series 1998-B (the "Certificates"). The Certificates consist of 11
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 (except the
Pre-Funding Account) 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 Schedules attached as Schedule I and
Schedule II (as defined below) hereto. The Issuing REMIC will consist of the
nine 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 and Schedule IIA hereto and the
Mortgage Loans (together with the Contracts, the "Assets") listed in Schedule IB
and Schedule IIB hereto (Schedule IA and Schedule IB shall be collectively
referred to herein as "Schedule I," and Schedule IIA and Schedule IIB shall be
collectively referred to herein as "Schedule II"), 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
S-1
<PAGE>
rights to receive all principal and interest payments due on the Assets after
the applicable Cut-off Date, including such scheduled payments received by OMI
or OAC on or prior to the applicable 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 applicable
Cut-off 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
Pre-Funding Account, to the Assets on deposit in the Certificate Account or in
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:
"Accrual Date": The Accrual Date shall be (i) with respect to the Class
A-1 Certificates, the Closing Date and (ii) with respect to all other Classes of
Certificates, May 1, 1998.
S-2
<PAGE>
"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 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 during the related Interest Accrual Period. With respect to each
Subaccount on each Distribution
S-3
<PAGE>
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-1
Adjusted Certificate Principal Balance, the Class M-2 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-1
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-4
<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-1
Adjusted Certificate Principal Balance, the Class M-2 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, the Class
M-1 Certificate Principal Balance and the Class M-2 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, the Class M-1 Certificate
Principal Balance and the Class M-2 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,
the Class M-1 Certificate Principal Balance and the Class M-2 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) 2.00% 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-1 Certificate Principal Balance, the Class M-2 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-1 Certificate Principal Balance, the
Class M-2 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 any 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-1 Adjusted
Certificate Principal Balance, the Class M-2 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-1 Certificate Principal Balance, the Class M-2 Certificate Principal Balance
and the Class B-1 Certificate Principal Balance have not been
S-5
<PAGE>
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, the Class M-1 Certificate Principal Balance, the
Class M-2 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
Certificate Principal Balance, the Class M-1 Certificate Principal Balance, the
Class M-2 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-1
Certificate Principal Balance, the Class M-2 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-2 Principal Distribution
Amount then to the Class M-1 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-1 and Class M-2 Certificates.
"Class M-1 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-1 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-1 Adjusted
Certificate Principal Balance, the Class M-2 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-1 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-1 Percentage of the Principal Distribution Amount. For any Distribution Date,
if the Class M-1 Principal Distribution Amount exceeds the Class M-1 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 M-2 Principal Distribution Amount.
"Class M-2 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-2
S-6
<PAGE>
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-1 Adjusted Certificate Principal Balance, the
Class M-2 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-2 Principal Distribution Amount": For any Distribution Date
will equal (i) as long as the Class A Certificate Principal Balance and the
Class M-1 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-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 Certificate Principal Balance and
the Class M-1 Certificate Principal Balance have been reduced to zero, the
Principal Distribution Amount, or (iv) on any other Distribution Date, the Class
M-2 Percentage of the Principal Distribution Amount. For any Distribution Date,
if the Class M-2 Principal Distribution Amount exceeds the Class M-2 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 Subaccounts": Any or all, as appropriate, of the Class M-1 or
Class M-2 Subaccounts.
"Class R Certificates": The Class R Certificates, which represent
beneficial ownership of 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 12(b) hereof, the Class R-1
Certificates, which will represent the Issuing REMIC Residual Interest.
"Class R-2 Certificates": Following the division of the Class R
Certificates into two separately transferable, certificated and fully registered
certificates in accordance with Section 12(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
S-7
<PAGE>
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": June 4, 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 December 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 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 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": With respect to the Initial Assets, May 1, 1998, and
with respect to the Subsequent Assets, (i) May 26, 1998, with respect to
Principal Prepayments and all other unscheduled collections, and (ii) June 1,
1998, with respect to Monthly Payments and all other matters.
"ERISA Restricted Certificates": The Class M-1, Class M-2, Class B-1,
Class B-2, Class X and Class R Certificates.
"Floating Rate Determination Date": For any Interest Accrual Period for
the Class A-1 Certificates, the second London Banking Day prior to the
commencement of such Interest Accrual Period.
S-8
<PAGE>
"Guarantor": Oakwood Homes.
"Initial Assets": The Assets identified on Schedule I hereto.
"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.
"Limited Guarantee": The Limited Guarantee by the Guarantor dated as of
May 1, 1998, for the benefit of the Trustee, of Limited Guarantee Payment
Amounts.
"Limited Guarantee Payment Amount": With respect to any Distribution
Date, the amount after giving effect to the allocation of the Available
Distribution Amount for such date, equal to the amount of shortfalls in
collections on the Assets otherwise distributable on such Distribution Date not
in excess of the sum of (a) any unpaid Interest Distribution Amount, Carryover
Interest Distribution Amount, Writedown Interest Distribution Amount and
Carryover Writedown Interest Distribution Amount distributable on such
Distribution Date pursuant to clauses (iv) and (xiii) of Section 5(b) hereof and
(b) any unpaid principal amounts payable on such Distribution Date pursuant to
clauses (xiv) and (xv) under Section 5(b) hereof.
"London Banking Day": Any day on which commercial banks and foreign
exchange markets settle payments in London and New York City.
"Non-Priority Interest 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.
S-9
<PAGE>
"Oakwood Homes": Oakwood Homes Corporation, a North Carolina corporation.
"Offered Certificates": The Class A, Class M and Class B Certificates.
"Offered Subordinated Certificates": The Class M and Class B Certificates.
"One-Month LIBOR": For each applicable Interest Accrual Period, the per
annum rate established in accordance with the provisions of Section 15 hereof.
"Pass-Through Rate": With respect to each Class of Certificates (except
the Class X Certificates and the Residual Certificates) on any Distribution
Date, the per annum rate for such Class set forth in the table in Section 3
hereof. With respect to any Subaccount on any Distribution Date, the then
applicable Weighted Average Net Asset Rate.
"Pooling REMIC": The Trust REMIC consisting of the Assets and the
Distribution Account.
"Pooling REMIC Residual Interest": The residual interest (as defined in
Code section 860G(a)(2)) in the Pooling REMIC.
"Pre-Funded Amount": The difference between the aggregate Certificate
Principal Balance of the Offered Certificates on the Closing Date and the
aggregate Scheduled Principal Balance of the Initial Assets as of the Cut-off
Date, as reduced from time to time.
"Pre-Funding Account": The account so designated and established
pursuant to Section 8 hereof.
"Pre-Funding Period": The period beginning on the Closing Date and
ending on the close of business on June 11, 1998.
"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:
S-10
<PAGE>
Distribution Dates Percentage
------------------ ----------
December 2002 through May 2004 7%
June 2004 through May 2005 8%
June 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 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 Fitch IBCA, Inc. (One State 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 accordance with Section 12(b)
hereof, the Class R-1 Certificates and Class R-2 Certificates.
"Rule 144A Certificates": The Class X and Residual Certificates.
"Servicing Fee Rate": 1.00% per annum.
"Subaccount": Each of the following nine 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:
S-11
<PAGE>
<TABLE>
<CAPTION>
INITIAL
SUBACCOUNT
SUBACCOUNT PASS-THROUGH RATE PRINCIPAL BALANCE
---------- ----------------- -----------------
<S> <C> <C> <C>
A-1 (1) $62,900,000
A-2 (1) $57,600,000
A-3 (1) $33,700,000
A-4 (1) $18,700,000
A-5 (1) $64,850,000
M-1 (1) $23,250,000
M-2 (1) $12,750,000
B-1 (1) $11,250,000
B-2 (1) $15,000,000
</TABLE>
(1) The Pass-Through Rate on each Subaccount for any
Distribution Date shall be equal to the Weighted Average Net Asset
Rate.
<TABLE>
<CAPTION>
The Final Scheduled Distribution Date for each Subaccount is as follows:
FINAL SCHEDULED
SUBACCOUNT DISTRIBUTION DATES
---------- ------------------
<S> <C> <C>
A-1 February 15, 2007
A-2 July 15, 2011
A-3 January 15, 2015
A-4 March 15, 2017
A-5 September 15, 2026
M-1 May 15, 2024
M-2 May 15, 2023
B-1 March 15, 2022
B-2 April 15, 2028
</TABLE>
For purposes of Treasury Regulation ss.1.860G-1(a)(4), the latest possible
maturity date for each of the Subaccounts shall be its final Scheduled
Distribution Date as set forth above.
"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-1, Class M-2, Class B-1, Class
B-2, Class X and Residual Certificates.
"Subsequent Assets": The Assets identified on Schedule II hereto.
S-12
<PAGE>
"Subsequent Transfer Date": The date on which Subsequent Assets are
transferred to the Trust pursuant to the Sales Agreement.
"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-B (the "Corporate Trust Office"),
or its successor in interest.
"Trust REMIC": Each of the Pooling REMIC and the Issuing REMIC.
"Underwriters": Credit Suisse First Boston Corporation (whose address
is 11 Madison Avenue, 20th Floor, New York, New York 10010) and Prudential
Securities Incorporated (whose address is One New York Plaza, 15th Floor, New
York, New York 10292-2015.
"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
$300,000,000, 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 eleven Classes having the designations, initial Certificate Principal
Balances, Pass-Through Rates and Final Scheduled Distribution Dates set forth or
described below:
S-13
<PAGE>
<TABLE>
<CAPTION>
INITIAL FINAL
CERTIFICATE SCHEDULED
PRINCIPAL PASS THROUGH DISTRIBUTION
DESIGNATION BALANCE RATE DATE(9)
- ----------- ------- ---- -------
<S> <C> <C> <C>
A-1 $62,900,000 (1) February 15, 2007
A-2 $57,600,000 6.150% July 15, 2011
A-3 $33,700,000 6.200% January 15, 2015
A-4 $18,700,000 6.350% March 15, 2017
A-5 $64,850,000 (2) September 15, 2026
M-1 $23,250,000 (3) May 15, 2024
M-2 $12,750,000 (4) May 15, 2023
B-1 $11,250,000 (5) March 15, 2022
B-2 $15,000,000 (6) April 15, 2028
X (7) (7) April 15, 2028
R (8) (8) April 15, 2028
</TABLE>
(1) The Pass-Through Rate on the Class A-1 Certificates for any
Distribution Date shall be the per annum rate equal to the lesser of
One-Month LIBOR, as determined (except for the initial Distribution
Date) on the applicable Floating Rate Determination Date, plus 0.04%,
or the Weighted Average Net Asset Rate. For the initial Distribution
Date, the Pass-Through Rate for the Class A-1 Certificates will be
______% per annum, and the initial Interest Accrual Period for the
Class A-1 Certificates will commence on the Closing Date and end on
June 14, 1998.
(2) The Pass-Through Rate on the Class A-5 Certificates for any
Distribution Date shall be equal to the lesser of (i) 6.675% per annum
and (ii) the Weighted Average Net Asset Rate.
(3) The Pass-Through Rate on the Class M-1 Certificates for any
Distribution Date shall be equal to the lesser of (i) 6.800% per annum
and (ii) the Weighted Average Net Asset Rate.
(4) The Pass-Through Rate on the Class M-2 Certificates for any
Distribution Date shall be equal to the lesser of (i) 7.025% per annum
and (ii) the Weighted Average Net Asset Rate.
(5) The Pass-Through Rate on the Class B-1 Certificates for any
Distribution Date shall be equal to the lesser of (i) 7.450% per annum
and (ii) the Weighted Average Net Asset Rate.
(6) The Pass-Through Rate on the Class B-2 Certificates for any
Distribution Date shall be equal to the lesser of (i) 7.750% per annum
and (ii) the Weighted Average Net Asset Rate.
(7) 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.
(8) 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 12(b) hereof, the Class R-1 and Class R-2 Certificates shall
have no Certificate
S-14
<PAGE>
Principal Balances and no Pass-Through Rates and shall represent the
residual interest in the Issuing REMIC and the Pooling REMIC,
respectively.
(9) For purposes of Treasury Regulation ss.1.860G-1(a)(4), the latest
possible maturity date of each Class of Certificates shall be the Final
Scheduled Distribution Date.
SECTION 4. DENOMINATIONS.
The Book-Entry Certificates will be registered as one or more certificates
in the name of the Clearing Agency or its nominee. Beneficial interests in the
Book-Entry Certificates will be held by the Beneficial Owners through the
book-entry facilities of the Clearing Agency, in minimum denominations of $1,000
and integral multiples of $1 in excess thereof.
The Class X Certificates and the Residual Certificates will be issued
in certificated, fully registered form. The Class X Certificates and the
Residual Certificates will be issued in minimum Percentage Interests equal to
10%.
SECTION 5. DISTRIBUTIONS.
(a) On each Distribution Date, the Trustee (or the Paying Agent on
behalf of the Trustee) shall allocate the Available Distribution 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-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;
(iii) Third, to the Class M-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;
(iv) Fourth, 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;
S-15
<PAGE>
(v) Fifth, 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;
(vi) Sixth, concurrently, to each Class A Subaccount, the related
Principal Distribution Shortfall Carryover Amount for the Class A
Subaccounts, if any, for such Distribution Date, allocated among the
Class A Subaccounts pro rata based on the Certificate Principal
Balances of their respective Corresponding Certificates;
(vii) Seventh, 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; and
(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;
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;
(viii) Eighth, to the Class M-1 Subaccount, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B)
second, any related Carryover Writedown Interest Distribution Amount
for such Distribution Date, (C) third, the related Principal
Distribution Shortfall Carryover Amount for the Class M-1 Subaccount,
if any, for such Distribution Date, and (D) fourth, the Class M-1
Principal Distribution Amount, in
S-16
<PAGE>
reduction of the Subaccount Principal Balance of such Class, until the
Class M-1 Certificate Principal Balance is reduced to zero;
(ix) Ninth, to the Class M-2 Subaccount, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B)
second, any related Carryover Writedown Interest Distribution Amount
for such Distribution Date, (C) third, the related Principal
Distribution Shortfall Carryover Amount for the Class M-2 Subaccount,
if any, for such Distribution Date, and (D) fourth, the Class M-2
Principal Distribution Amount, in reduction of the Subaccount Principal
Balance of such Class, until the Class M-2 Certificate Principal
Balance is reduced to zero;
(x) Tenth, to the Class B-1 Subaccount, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B)
second, any related Carryover Writedown Interest Distribution Amount
for such Distribution Date, (C) third, the related Principal
Distribution Shortfall Carryover Amount for the Class B-1 Subaccount,
if any, for such Distribution Date, and (D) fourth, 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;
(xi) Eleventh, to the Class B-2 Subaccount, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B)
second, any related Carryover Writedown Interest Distribution Amount
for such Distribution Date, (C) third, the related Principal
Distribution Shortfall Carryover Amount for the Class B-2 Subaccount,
if any, for such Distribution Date, and (D) fourth, 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;
(xii) Twelfth, 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;
(xiii) Thirteenth, 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
(xiv) 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:
S-17
<PAGE>
(i) First, concurrently, to each Class of Class A Certificates, (A)
first, its Interest Distribution Amount for such Distribution Date,
with the Available Distribution 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-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;
(iii) Third, to the Class M-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;
(iv) Fourth, 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;
(v) Fifth, 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;
(vi) Sixth, 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;
(vii) Seventh, 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;
(viii) Eighth, to the Class M-1 Certificates, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B)
second, any related Carryover Writedown Interest Distribution Amount
for such Distribution Date, (C) third, the related Principal
Distribution Shortfall Carryover Amount for the Class M-1 Certificates,
if any, for
S-18
<PAGE>
such Distribution Date, and (D) fourth, the Class M-1 Principal
Distribution Amount, in reduction of the Certificate Principal Balance
of such Class, until it is reduced to zero;
(ix) Ninth, to the Class M-2 Certificates, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B)
second, any related Carryover Writedown Interest Distribution Amount
for such Distribution Date, (C) third, the related Principal
Distribution Shortfall Carryover Amount for the Class M-2 Certificates,
if any, for such Distribution Date, and (D) fourth, the Class M-2
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 Interest Distribution Amount for such Distribution Date, (B)
second, any related Carryover Writedown Interest Distribution Amount
for such Distribution Date, (C) third, the related Principal
Distribution Shortfall Carryover Amount for the Class B-1 Certificates,
if any, for such Distribution Date, and (D) fourth, the Class B-1
Principal Distribution Amount, in reduction of the Certificate
Principal Balance of such Class, until it is reduced to zero;
(xi) Eleventh, to the Class B-2 Certificates, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B)
second, any related Carryover Writedown Interest Distribution Amount
for such Distribution Date, (C) third, the related Principal
Distribution Shortfall Carryover Amount for the Class B-2 Certificates,
if any, for such Distribution Date, and (D) fourth, the Class B-2
Principal Distribution Amount, in reduction of the Certificate
Principal Balance of such Class, until it is reduced to zero;
(xii) Twelfth, 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
(xiii) Finally, any remainder to the holders of the Issuing REMIC
Residual Interest.
(c) All distributions or allocations made with respect to each Class on
each Distribution Date shall be allocated PRO RATA among the outstanding
Certificates of such Class based on their respective Percentage Interests. So
long as the Book-Entry Certificates are registered in the name of a Clearing
Agency or its nominee, the Trustee shall make all distributions or allocations
on such Certificates by wire transfers of immediately available funds to the
Clearing Agency or its nominee. In the case of Certificates issued in
fully-registered, certificated form, payment shall be made either (i) by check
mailed to the address of each Certificateholder as it appears in the Certificate
Register on the Record Date immediately prior to such Distribution Date or (ii)
by wire transfer of immediately available funds to the account of a Holder at a
bank or other entity having appropriate facilities therefor, if such Holder
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date and such Holder
is (A) with respect to any Class A, Class M or Class B Certificates issued after
the Closing Date in
S-19
<PAGE>
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. LIMITED GUARANTEE.
The Trustee is the beneficiary of the Limited Guarantee. No later than
1:00 p.m. New York City time on each Remittance Date, after taking into account
the amounts allocated to the various Subaccounts in accordance with Section 5(b)
hereof, the Trustee shall, in accordance with the related Remittance Report and
in accordance with the terms of the Limited Guarantee, notify the Guarantor of
any Limited Guarantee Payment Amount payable under the Limited Guarantee on the
related Distribution Date. In addition, the Servicer shall notify the Guarantor
as soon as practical (but no later than the related Remittance Date) after
determining that a Limited Guarantee Payment Amount shall be payable under the
Limited Guarantee on the related Distribution Date. Under the Limited Guarantee,
upon receipt of notice as described above, the Guarantor shall be required to
deliver the Limited Guarantee Payment Amount, if any, on or prior to the
Remittance Date for the related Distribution Date. Such Limited Guarantee
Payment Amount received by the Trustee shall be paid to the Holders of the Class
B-2 Certificates on such Distribution Date (or such later date, if such amounts
are received subsequent to such Distribution Date). In no event shall the
Limited Guarantee Payment Amount be distributed on any Class of Certificates
other than the Class B-2 Certificates and any such amounts received by the
Trustee which are not distributable to the Class B-2 Certificates shall be
returned by the Trustee to the Guarantor. The Trustee shall promptly notify the
Rating Agencies in the event a Limited Guarantee Payment Amount, if any, is not
received in a timely manner with respect to a Distribution Date. Any Limited
Guarantee Payment Amounts made by the Guarantor to the Trustee shall be made in
cash and shall be considered to be payments made to the Issuing REMIC in the
nature of a guarantee within the meaning of I.R.C. ss. 860G(d)(2)(B).
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SECTION 7. 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;
(c) Third, to the Class M-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; and
(d) Finally, to the Class M-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.
(e) Writedown Amounts allocated to the Class B-2, Class B-1, Class M-2
and Class M-1 Subaccounts pursuant to this Section 7 shall be allocated
to the Class B-2, Class B-1, Class M-2 and Class M-1 Certificates,
respectively, until the Adjusted Certificate Principal Balance of each
such Class has been reduced to zero.
SECTION 8. PRE-FUNDING ACCOUNT.
(a) On or before the Closing Date, the Trustee shall establish a
pre-funding account (the "Pre-Funding Account"), which must be an Eligible
Account. The Pre-Funding account is to be held by and for the benefit of the
Trustee on behalf of the Certificateholders, and shall be either in the
Trustee's name or designated in a manner that reflects the custodial nature of
the account and that all funds (excluding investment earnings thereon) in such
account are held for the benefit of the Trustee.
(b) On or before the Closing Date, OMI shall deposit the Pre-Funded
Amount in the Pre-Funding Account. Amounts on deposit in the Pre-Funding Account
shall be withdrawn by the Trustee as follows:
(1) Pursuant to and in accordance with the Sales Agreement, on
any Subsequent Transfer Date, the Trustee shall withdraw an amount
equal to 100% of the Cut-Off Date Principal Balance of each Subsequent
Asset transferred and assigned to the
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Trustee on such Subsequent Transfer Date and pay such amount to or upon
the order of OMI with respect to such transfer and assignment.
(2) On the Business Day immediately preceding the first
Distribution Date, the Trustee shall deposit into the Distribution
Account any amounts then remaining in the Pre-Funding Account, net of
investment earnings, which amounts shall be included in the Available
Distribution Amount for such Distribution Date and distributed as an
additional prepayment of principal to Certificateholders then entitled
to such distributions.
(c) The Pre-Funding Account shall be part of the Trust, but not part of
the Pooling REMIC or the Issuing REMIC. The Trustee, on behalf of the Trust,
shall be the legal owner of the Pre-Funding Account. OMI shall be the beneficial
owner of the Pre-Funding Account, subject to the foregoing power of the Trustee
to transfer amounts in the Pre-Funding Account to the Distribution Account.
Funds in the Pre-Funding Account shall, at the direction of the Servicer, be
invested in Eligible Investments that mature no later than the Business Day
prior to the first Distribution Date. All amounts earned on deposits in the
Pre-Funding Account shall be taxable to OMI. The Trustee shall release to OMI
all investment earnings in the Pre-Funding Account on the first Distribution
Date.
(d) Each Subsequent Asset acquired by the Trust with funds from the
Pre-Funding Account shall be acquired pursuant to a fixed price contract within
the meaning of I.R.C. ss. 860G(a)(3)(A)(ii).
SECTION 9. 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.
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(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 amount of the Limited Guarantee Payment Amount, if any, for
such Distribution Date and the aggregate amount of any unpaid Limited
Guarantee Payment Amounts for any previous Distribution Dates;
(6) the Certificate Principal Balance of each Class of the Certificates
(which will be equal to the Subaccount Principal Balance of the
Corresponding Subaccount) and the Adjusted Certificate Principal
Balance of each Class of the Offered Subordinated Certificates (which
will be equal to the Adjusted Subaccount Principal Balance of the
Corresponding Subaccount) after giving effect to the distributions to
be made (and any Writedown Amounts to be allocated) on such
Distribution Date;
(7) 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;
(8) 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;
(9) 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; and
(10) the Pre-Funded Amount, if any, in the Pre-Funding Account on such
Distribution Date, the amount of funds, if any, used to purchase
Subsequent Assets during the Pre-Funding Period, and the amount of
funds, if any, allocated as a prepayment of principal at the end of the
Pre-Funding Period.
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.
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(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 10. 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 (xxii)
under Section 5(b) hereof.
SECTION 11. 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
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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 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
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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.
(vii) the definition of "Interest Accrual Period" is
hereby amended by deleting the definition thereof and
replacing such definition in its entirety as follows:
"Interest Accrual Period": With respect to
each Distribution Date (i) for the Class A-1
Certificates, the period commencing on the 15th day
of the preceding month through the 14th day of the
month in which such Distribution Date occurs (except
that the first Interest Accrual Period for the Class
A-1 Certificates will be the period from the Closing
Date through June 14, 1998) and (ii) for the Class
A-2, Class A-3, Class A-4, Class A-5, Class M and
Class B Certificates, the calendar month preceding
the month in which the Distribution Date occurs.
Interest on the Class A-1 Certificates will be
calculated on the basis of a 360-day year and the
actual number of days elapsed in the applicable
Interest Accrual Period. Interest on the Class A-2
Certificates, Class A-3 Certificates, Class A-4
Certificates, Class A-5 Certificates, Class M-1
Certificates, Class M-2 Certificates, Class B-1
Certificates and Class B-2 Certificates will be
computed on the basis of a 360-day year consisting
of twelve 30-day months.
(viii) 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
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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.
(ix) 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).
(x) the definition of "Non-U.S. Person" is restated
as follows:
"Non-U.S. Person": A foreign person within
the meaning of Treasury regulation Section
1.860(G)-3(a)(1) (I.E., a person other than (a) a
citizen or resident of the United States, (b) a
corporation or partnership that is organized under
the laws of the United States or any jurisdiction
thereof or therein, (c) an estate that is subject to
United States federal income tax regardless of the
source of its income, or (d) a trust if a court
within the United States is able to exercise primary
supervision over the administration of the trust and
one or more United States fiduciaries have the
authority to control all substantial decisions of
the trust) who would be subject to United States
income tax withholding pursuant to section 1441 or
1442 of the Code on income derived from a Residual
Interest.
(xi) 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.
(xii) the definition of "Principal Distribution
Amount" is hereby amended by deleting clause (e) and the final
proviso of the definition in their entirety;
(xiii) the words "Servicing Fees and" is hereby
deleted from the two parenthetical phrases included in the
definition of "Due Date Interest Shortfall"; and
(xiv) the definition of "Qualified Bank" is restated
as follows:
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"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 Fitch IBCA, Inc. ("Fitch") 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
Fitch's and S&P's highest applicable rating
category, (2) having commercial paper or short-term
unsecured debt obligations rated in Fitch's and
S&P's highest applicable rating category, or (3)
that is otherwise acceptable to each applicable
Rating Agency.
(xv) 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."
(xvi) 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).
(xvii) 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
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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 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 3.09(a) of the Standard Terms is hereby amended to read in
its entirety as follows:
The Servicer shall maintain, protect, and insure any
Repo Property or REO Property acquired pursuant to Section
3.08 hereof, on behalf of the Trust, in accordance with
standard industry practice solely for the purpose of its
prompt disposition and sale and with a view toward maximizing
the amount of principal and interest recovered on the Assets.
During any period in which the Trust holds a Repo Property or
REO Property, the Servicer shall not (1) lease the Repo
Property or REO Property, (2) authorize or permit any
construction on the Repo Property or REO Property, other than
the completion of a building or
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improvement thereon, and then only if more than 10% of the
construction of such building or other improvement was
completed before default on the related Asset became imminent,
all within the meaning of section 856(e)(4)(B) of the Code, or
(3) allow the Repo Property or REO Property to be used in any
trade or business conducted by the Trust. If one or more REMIC
elections are made with respect to the assets of the Trust,
the Servicer shall use its best efforts to dispose of such
Repo Property or REO Property for its fair market value by the
end of the tenth month of the third calendar year following
the end of the calendar year in which the Repo Property or REO
Property was acquired by the Trust (the "REO Holding Period"),
pursuant to the Servicer's ordinary commercial practices. If
the Servicer is unable to sell such Repo Property or REO
Property in the course of its ordinary commercial practices
within the REO Holding Period, the Servicer shall (a) purchase
such Repo Property or REO Property at a price equal to such
Repo Property's or REO Property's fair market value or (b)
auction such Repo Property or REO Property to the highest
bidder in an auction reasonably designed to produce a fair
price (an "Auction") that takes place within one month after
the end of the REO Holding Period. If the Servicer and the
Trustee either (1) receive an Opinion of Counsel indicating
that, under then-current law, the REMIC may hold Repo Property
or REO Property associated with a REMIC Asset for a period
longer than the REO Holding Period without threatening the
REMIC status of any related REMIC or causing the imposition of
a tax upon any such REMIC or (2) the Servicer applies for and
is granted an extension of the REO Holding Period pursuant to
Code sections 860G(a)(8) and 856(e)(3) (the applicable period
provided pursuant to such Opinion of Counsel or such Code
section being referred to herein as an "Extended Holding
Period"), upon the direction of OMI or the Trustee, the
Servicer shall continue to attempt to sell such Repo Property
or REO Property pursuant to its ordinary commercial practices
until the date two months prior to the expiration of the
Extended Holding Period. If no REMIC election has been made or
is to be made with respect to the assets of the Trust, the REO
Holding Period for disposing of any Repo Property or REO
Property as described in the preceding two sentences shall be
an eleven-month period. The Servicer shall either sell any
Repo Property or REO Property remaining after such date in an
Auction or purchase such Repo Property or REO Property (at the
price set forth in this paragraph) before the end of the
Extended Holding Period. In the event of any such sale of a
Repo Property or REO Property, the Trustee shall, at the
written request of the Servicer and upon being supplied with
appropriate forms therefor, within five Business Days after
its receipt of the proceeds of such sale or auction, instruct
the Servicer to release to the purchaser the related Contract
File and Servicer Contract File (in the case of a Repo
Property), and the Trustee shall release to the purchaser the
related Trustee Mortgage Loan File and shall instruct the
Servicer to release to the purchaser the related Servicer
Mortgage Loan File (in the case of a Mortgage Loan), and in
any event the Trustee shall execute and deliver such
instruments of transfer or assignment, in each case without
recourse, as shall be necessary to vest in the auction
purchaser title to the Repo Property or
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REO Property, and shall deliver to such purchaser any Asset
Documents relating to such Contract that are in the Trustee's
possession, whereupon the Trustee shall have no further
responsibility with regard to any related Asset File or
Servicer File. Neither the Trustee nor the Servicer, acting on
behalf of the Trust, shall provide financing from such Trust
to any purchaser of a Repo Property or REO Property.
(e) 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."
(f) 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 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;".
(g) 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.
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(h) 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.
(i) 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.
(j) 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 12. 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 nine Subaccounts will be designated as the "regular
interests" in the Pooling REMIC, the Class R Certificates will be designated as
the "residual interest" in each of the Issuing REMIC and the Pooling REMIC and,
following the division of the Class R Certificates into two separately
transferable, certificated and fully registered certificates in accordance with
Section 12(b) below, the Class R-1 Certificates will be designated as the
"residual interest" in the Issuing REMIC and the Class R-2 Certificates will be
designated as the "residual interest" in the Pooling REMIC.
S-32
<PAGE>
(b) Upon the request of any registered Holder of a Class R Certificate,
the Trustee shall issue to such Holder two separately transferable, certificated
and fully registered Certificates (a Class R-1 Certificate and a Class R-2
Certificate), in substantially the forms of Exhibit R-1 and Exhibit R-2 attached
hereto. In the event that the Class R Certificates are exchanged for separately
transferrable Class R-1 and Class R-2 Certificates: (1) the Class R-1
Certificates will be designated as the residual interest in the Issuing REMIC,
(2) the Class R-2 Certificates will be designated as the residual interest in
the Pooling REMIC, (3) the Holders of a majority of the Percentage Interest in
the Class R-1 Certificates together with the Holders of a majority of the
Percentage Interest in the Class R-2 Certificates will have the option to make a
Terminating Purchase given to the Holders of a majority of the Percentage
Interest in the Residual Certificates pursuant to Section 9.01 of the Standard
Terms, and (4) the restrictions on the transfer of a Residual Certificate
provided in the Standard Terms will apply to both the Class R-1 and the Class
R-2 Certificates.
SECTION 13. AUCTION CALL.
(a) If the Servicer does not exercise its optional termination right as
described in Section 9.01 of the Standard Terms within 90 days after it first
becomes entitled to do so, the Trustee shall use commercially reasonable efforts
to solicit bids for the purchase of all Assets, REO Properties and Repo
Properties remaining in the Trust from no fewer than two prospective purchasers
that it believes to be Qualified Bidders. If OAC is then the Servicer of the
Assets, the solicitation of bids shall be conditioned upon the continuation of
OAC as the servicer of the Assets on terms and conditions substantially similar
to those in the Pooling and Servicing Agreement, except that it shall not be
required to pay compensating interest or make Advances.
(b) If the Trustee receives bids from at least two Qualified Bidders
and the net proceeds of the highest bid are equal to or greater than the
Termination Price, the Trustee shall promptly advise the Servicer of the highest
bid and the terms of purchase, and the Servicer shall have three Business Days,
at its option, to match the terms of such bid. The Trustee shall thereafter sell
the Assets, REO Properties and Repo Properties either (i) to the Servicer, if it
shall so elect, or (ii) to the highest bidder, and in either case the Trustee
shall distribute the net proceeds of such sale in redemption of the Certificates
in compliance with Article IX of the Standard Terms and Section 5 hereof. Any
such sale must also comply with the requirements applicable to a Terminating
Purchase set forth in Section 9.02 of the Standard Terms.
(c) Any costs incurred by the Trustee in connection with such sale
(including without limitation any legal opinions or consents required by Section
9.02 of the Standard Terms) shall be deducted from the bid price of the Assets,
REO Properties and Repo Properties in determining the net proceeds therefrom.
(d) If the Trustee does not obtain bids from at least two Qualified
Bidders, or does not receive a bid such that the net proceeds therefrom would at
least equal the Termination Price, it shall not sell the Assets, REO Properties
and Repo Properties, and shall thereafter have no obligation to attempt to sell
same.
S-33
<PAGE>
(e) The Servicer shall cooperate with and provide necessary information
to the Trustee in connection with any auction sale as described herein.
SECTION 14. 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 15. DETERMINATION OF ONE-MONTH LIBOR.
(a) The Class A-1 Certificates will be entitled to receive on each
Distribution Date interest distributions at the Pass-Through Rate for such Class
as specified in Section 3 hereof.
(b) With respect to the Class A-1 Certificates, One-Month LIBOR shall
be determined as follows:
On each Floating Rate Determination Date, the Servicer will determine
the arithmetic mean of the London Interbank Offered Rate ("LIBOR")
quotations for one-month Eurodollar deposits ("One-Month LIBOR") for
the succeeding Interest Accrual Period for the Class A-1 Certificates
on the basis of the Reference Banks' offered LIBOR quotations provided
to the Servicer as of 11:00 a.m. (London time) on such Floating Rate
Determination Date. As used herein with respect to a Floating Rate
Determination Date, "Reference Banks" means leading banks engaged in
transactions in Eurodollar deposits in the international Eurocurrency
market (i) with an established place of business in London, (ii) whose
quotations appear on the Bloomberg Screen US0001M Index Page on the
Floating Rate Determination Date in question and (iii) which have been
designated as such by the Servicer and are able and willing to provide
such quotations to the Servicer on each Floating Rate Determination
Date; and "Bloomberg Screen US0001M Index Page" means the display
designated as page "US0001M on the Bloomberg Financial Markets
Commodities News (or such other pages as may replace such page on that
service for the purpose of displaying LIBOR quotations of major banks).
If any Reference Bank should be removed from the Bloomberg Screen
US0001M Index Page or in any other way fails to meet the qualifications
of a Reference Bank, the Servicer may, in its sole discretion,
designate an alternative Reference Bank.
On each Floating Rate Determination Date, One-Month LIBOR for the next
succeeding Interest Accrual Period for the Class A-1 Certificates will
be established by the Servicer as follows:
S-34
<PAGE>
(i) If, on any Floating Rate Determination Date, two or more of the
Reference Banks provide offered One-Month LIBOR quotations on the
Bloomberg Screen US0001M Index Page, One-Month LIBOR for the next
Accrual Period for the Class A-1 Certificates will be the arithmetic
mean of such offered quotations (rounding such arithmetic mean if
necessary to the nearest five decimal places).
(ii) If, on any Floating Rate Determination Date, only one or none of
the Reference Banks provides such offered One-Month LIBOR quotations
for the next applicable Interest Accrual Period, One-Month LIBOR for
the next Accrual Period for the Class A-1 Certificates will be the
higher of (x) One-Month LIBOR as determined on the previous Floating
Rate Determination Date and (y) the Reserve Interest Rate. The "Reserve
Interest Rate" will be the rate per annum that the Servicer determines
to be either (A) the arithmetic mean (rounding such arithmetic mean if
necessary to the nearest five decimal places) of the one-month
Eurodollar lending rate that New York City banks selected by the
Servicer are quoting, on the relevant Floating Rate Determination Date,
to the principal London offices of at least two leading banks in the
London interbank market or (B) in the event that the Servicer can
determine no such arithmetic mean, the lowest one-month Eurodollar
lending rate that the New York City banks selected by the Servicer are
quoting on such Floating Rate Determination Date to leading European
banks.
(iii) If, on any Floating Rate Determination Date, the Servicer is
required but is unable to determine the Reserve Interest Rate in the
manner provided in paragraph (ii) above, One-Month LIBOR for the next
applicable Interest Accrual Period will be One-Month LIBOR as
determined on the previous Floating Rate Determination Date.
Notwithstanding the foregoing, One-Month LIBOR for an Interest Accrual
Period shall not be based on One-Month LIBOR for the previous Interest Accrual
Period on the Class A-1 Certificates for two consecutive Floating Rate
Determination Dates. If, under the priorities described above, One-Month LIBOR
for an Interest Accrual Period on the Class A-1 Certificates would be based on
One-Month LIBOR for the previous Floating Rate Determination Date for the second
consecutive Floating Rate Determination Date, the Servicer shall select an
alternative index (over which the Servicer has no control) used for determining
one-month Eurodollar lending rates that is calculated and published (or
otherwise made available) by an independent third party.
The establishment of One-Month LIBOR (or an alternative index) by the
Servicer and the Servicer's subsequent calculation of the Pass-Through Rate on
the Class A-1 Certificates for the relevant Interest Accrual Period, in the
absence of manifest error, will be final and binding.
S-35
<PAGE>
SECTION 16. 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 17. 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 18. 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 19. ENTIRE AGREEMENT.
This Pooling and Servicing Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof, and fully
supersedes any prior or contemporaneous agreements relating to such subject
matter.
S-36
<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
S-37
<PAGE>
STATE OF NORTH CAROLINA )
) s.
COUNTY OF DAVIDSON )
The foregoing instrument was acknowledged before me in the County of
Guilford this 2nd day of June, 1998 by Douglas R. Muir, Vice President of
Oakwood Mortgage Investors, Inc., a North Carolina corporation, on behalf of the
corporation.
/s/Dena B. Cardwell
----------------------------
Notary Public
My Commission expires: 11-30 , 2000
------------------
STATE OF NORTH CAROLINA )
) s.
COUNTY OF DAVIDSON )
The foregoing instrument was acknowledged before me in the County of
Guilford this 2nd day of June, 1998 by Douglas R. Muir, Vice President of
Oakwood Acceptance Corporation, a North Carolina corporation, on behalf of the
corporation.
/s/Dena B.Cardwell
--------------------------------
Notary Public
My Commission expires: 11-30 , 2000
---------------
S-38
<PAGE>
COMMONWEALTH OF PENNSYLVANIA )
) s.
CITY OF PHILADELPHIA )
The foregoing instrument was acknowledged before me in the City of
Philadelphia, this 4th day of June, 1998, by Judy A. Wisniewski, Asst. 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
-------------
S-39
<PAGE>
INDEX TO SCHEDULES AND EXHIBITS
SCHEDULE IA Initial Contract Schedule
SCHEDULE IB Initial Mortgage Loan Schedule
SCHEDULE IIA Subsequent Contract Schedule
SCHEDULE IIB Subsequent 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-1 Form of Class M-1 Certificate
EXHIBIT M-2 Form of Class M-2 Certificate
EXHIBIT B-1 Form of Class B-1 Certificate
EXHIBIT B-2 Form of Class B-2 Certificate
EXHIBIT X Form of Class X Certificate
EXHIBIT R Form of Class R Certificate
S-40
<PAGE>
Exhibit 99.1
LIMITED GUARANTEE
THIS LIMITED GUARANTEE (this "Limited Guarantee"), dated as of May 1,
1998, is made and entered into upon the terms hereinafter set forth, by OAKWOOD
HOMES CORPORATION, a North Carolina corporation (the "Guarantor"), for the
benefit of PNC Bank, National Association, a national banking association, as
trustee (the "Trustee") of OMI Trust 1998-B (the "Trust").
RECITALS:
a. The Trust was formed pursuant to a Pooling and Servicing Agreement,
dated as of May 1, 1998, by and among Oakwood Mortgage Investors, Inc. (the
"Company"), Oakwood Acceptance Corporation (the "Servicer") and the Trustee,
which incorporates by reference the Company's Standard Terms to Pooling and
Servicing Agreement (November 1995 Edition) (together, the "Pooling and
Servicing Agreement"). Capitalized terms used and not otherwise defined herein
shall have the respective meanings assigned to such terms in the Pooling and
Servicing Agreement.
b. The Company is a wholly-owned subsidiary of the Servicer, which is a
wholly-owned subsidiary of the Guarantor.
c. Under the Pooling and Servicing Agreement, the Trust issued its
Pass-Through Certificates, Series 1998-B (the "Certificates"). In connection
with the issuance of the Certificates, the Guarantor has been requested to
provide to the Trustee this Limited Guarantee of certain shortfalls in
collections on the Assets included in the Trust. Because of the substantial
economic benefits accruing to the Guarantor by virtue of the issuance of the
Certificates, the Guarantor desires to make this Limited Guarantee, all on the
following terms and conditions.
AGREEMENTS:
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged by the Guarantor, the Guarantor hereby agrees as follows:
I. The Guarantor hereby unconditionally and absolutely guarantees the
full and prompt payment to the Trustee on or prior to the Remittance Date
relating to each Distribution Date of the Limited Guarantee Payment Amount (as
such term is defined in the Pooling and Servicing Agreement), if any, for such
Distribution Date, provided that the Trustee or the Servicer has notified the
Guarantor in writing (which may be by telecopy confirmed by a telephone call as
described below) of such amount before 1:00 p.m. New York City time on the
Remittance Date preceding the applicable Distribution Date. If the Trustee or
Servicer fails to notify the Guarantor as provided in this paragraph of any
Limited Guarantee Payment Amount
<PAGE>
(and the amount thereof) for any Distribution Date before 1:00 p.m. New York
City time on the related Remittance Date, but subsequently so notifies the
Guarantor, then the Guarantor shall deliver such Limited Guarantee Payment
Amount to the Trustee in immediately available funds as soon as practicable
after its receipt of such notice. Notices sent to the Guarantor by telecopy or
telephone shall be sent to the attention of Treasurer (or such other person as
may hereafter be prescribed by the Guarantor to the Trustee in writing) to the
telecopy number of (336) 664-3224 (or such other telecopy number as may be
hereafter prescribed by the Guarantor to the Trustee and Servicer in writing).
2. The Guarantor guarantees payment of the Limited Guarantee Payment
Amount, if any, to the Trustee pursuant to the terms hereof only, and does not
guarantee the Trustee's obligation to distribute payments made by the Guarantor
in accordance with the Pooling and Servicing Agreement, and the Guarantor shall
not be liable for any failure by the Trustee properly to distribute the amount
of any payments made by the Guarantor hereunder. Although this Limited Guarantee
is for the benefit of the Trustee on behalf of the Holders of the Class B-2
Certificates, this Limited Guarantee may not be enforced directly by the Holders
of the Class B-2 Certificates, but only by the Trustee on their behalf.
3. The obligations of the Guarantor hereunder shall not be released by
the Trustee's receipt, application or release of any security given for the
payment of any Limited Guarantee Payment Amounts.
4. The liability of the Guarantor hereunder shall in no way be affected
by (i) the release or discharge of the Trust in any creditors', receivership,
bankruptcy or other proceedings, (ii) the impairment, limitation or modification
of the liability of the Trust or the estate of the Trust in bankruptcy, or of
any remedy for the enforcement of any of the Trustee's obligations under the
Pooling and Servicing Agreement resulting from the operation of any present or
future provision of the federal bankruptcy law or any other statute or the
decision of any court, (iii) the rejection or disaffirmance of any instrument,
document or agreement evidencing any of the Trustee's obligations under the
Pooling and Servicing Agreement in any such proceedings, (iv) the assignment or
transfer of any of the Trustee's obligations under the Pooling and Servicing
Agreement by the Trustee or (v) the cessation from any cause whatsoever of the
liability of the Trustee with respect to the Trustee's obligations under the
Pooling and Servicing Agreement.
5. The Guarantor hereby waives any right to subrogation to the rights
of the Trustee; provided, however, that the Guarantor shall be entitled to be
reimbursed for Limited Guarantee Payment Amounts made under this Limited
Guarantee pursuant to the terms of the Pooling and Servicing Agreement.
6. This is a guaranty of payment and not of collection. The liability
of the Guarantor hereunder shall be direct and immediate and not conditional or
contingent upon the occurrence of any event except the occurrence on or before
the applicable Remittance Date of certain shortfalls
-2-
<PAGE>
in the collection of principal or interest on the Assets giving rise to the
existence of a Limited Guarantee Payment Amount as of the corresponding
Distribution Date, as set forth more particularly in the Pooling and Servicing
Agreement. The Guarantor hereby waives any right to require that an action be
brought against any person prior to discharging its obligations hereunder. The
Guarantor also waives all of its rights, powers and benefits under N.C.G.S.
ss.26-7 through ss.26-9.
7. This Limited Guarantee is assignable by the Trustee to any successor
trustee under the Pooling and Servicing Agreement, and any assignment of the
Trustee's obligations under the Pooling and Servicing Agreement or any portion
thereof by the Trustee shall operate to vest in the assignee the rights and
powers of the Trustee hereunder to the extent of such assignment. This Limited
Guarantee shall be binding upon the Guarantor and the Guarantor's successors and
assigns, and shall inure to the benefit of the Trustee, its representatives,
successors, successors-in-title and assigns.
8. This Limited Guarantee shall be construed in accordance with and
governed by the laws of the State of North Carolina applicable to contracts to
be performed within said state. No amendment or modification hereof shall be
effective unless evidenced by a writing signed by the Guarantor and the Trustee.
When used herein, the singular shall include the plural, and vice versa, and the
use of any gender shall include all other genders, as appropriate.
-3-
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this Limited
Guarantee, or has caused this Limited Guarantee to be executed by its duly
authorized representative, as of the date first above written.
OAKWOOD HOMES CORPORATION
By: /s/Douglas R Muir [SEAL]
-----------------------------
Name: Douglas R. Muir
----------------------------
Title: Vice President
---------------------------
Acknowledged:
PNC BANK, NATIONAL ASSOCIATION,
AS TRUSTEE
By: /s/Judy A.Wisniewski [SEAL]
----------------------------
Name: Judy A. Wisniewski
----------------------------
Title: Assistant Vice President
-----------------------------
-4-
<PAGE>
