<TABLE>
<CAPTION>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 13, 1999.
-------------
Oakwood Mortgage Investors, Inc.
----------------------------------
(Exact name of registrant as specified in charter)
<S> <C> <C>
North Carolina 333-58497 56-1886793
--------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7800 McCloud Road, Greensboro, North Carolina 27407
--------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (336) 664-2400
--------------
====================================================================================================================================
(Former name or former address, if changed since last report.)
</TABLE>
<PAGE>
Item 5. Other Events.
On May 13, 1999, the Registrant caused the issuance and sale of
$255,621,150 aggregate initial principal amount of Senior/Subordinated
Pass-Through Certificates, Series 1999-B (the "Certificates") pursuant to the
Series 1999-B Pooling and Servicing Agreement, dated as of April 1, 1999 (the
"Pooling and Servicing Agreement"), among the Registrant, Oakwood Acceptance
Corporation, as Servicer, and Chase Manhattan Trust Company, National
Association, as Trustee, and the related Standard Terms to the Pooling and
Servicing Agreement (July 1998 Edition) (the "Standard Terms"). The Certificates
were issued in ten Classes with Pass-Through Rates and initial Certificate
Principal Balances as set forth below:
<TABLE>
<CAPTION>
Initial Certificate
Designation Pass-Through Rate Principal Balance
----------------- -------------------
<S> <C> <C>
Class A-1 ....................... (1) $61,200,000
Class A-2........................ 6.1900% $49,100,000
Class A-3........................ 6.4500% $28,900,000
Class A-4........................ 6.9900% $57,628,000
Class M-1........................ (2) $15,337,000
Class M-2........................ (3) $12,781,000
Class B-1........................ (4) $12,781,000
Class B-2........................ (5) $17,894,150
Class X.......................... (6) (6)
Class R.......................... (7) (7)
</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 (i) One-Month LIBOR, as determined (except for the initial
Distribution Date) on the applicable Floating Rate Determination
Date, plus 0.12% and (ii) the Weighted Average Net Asset Rate. For
the initial Distribution Date, the Pass-Through Rate for the Class
A-1 Certificates will be 5.0225% per annum.
(2) The Pass-Through Rate on the Class M-1 Certificates for any
Distribution Date shall be equal to the lesser of (i) 7.1800% per
annum and (ii) the Weighted Average Net Asset Rate.
(3) The Pass-Through Rate on the Class M-2 Certificates for any
Distribution Date shall be equal to the lesser of (i) 7.5200% per
annum and (ii) the Weighted Average Net Asset Rate.
(4) The Pass-Through Rate on the Class B-1 Certificates for any
Distribution Date shall be equal to the lesser of (i) 8.0400% per
annum and (ii) the Weighted Average Net Asset Rate.
(5) The Pass-Through Rate on the Class B-2 Certificates for any
Distribution Date shall be equal to (i) the lesser of (a) 9.0500%
per annum and (b) the Weighted Average Net Asset Rate prior to the
May, 2009 Distribution Date; and (ii) the lesser of (a) 10.0500%
per annum and (b) the Weighted Average Net Asset Rate on or after
the May, 2009 Distribution Date.
(6) The Class X Certificates have no Certificate Principal Balance and
no Pass-Through Rate.
(7) The Class R Certificates have no Certificate Principal Balance and
no Pass-Through Rate.
The Certificates evidence, in the aggregate, the entire beneficial
ownership interest in OMI Trust 1999-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
<PAGE>
Corporation ("OAC") pursuant to a Sales Agreement, dated as of
April 1, 1999, 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 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 Offered Certificates have
been sold by the Registrant to Credit Suisse First Boston Corporation and
NationsBanc Montgomery Securities LLC (the "Underwriters") pursuant to a
Terms Agreement, dated as of May 11, 1999, 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.
Item 7. Financial Statements, PRO FORMA Financial Information and
Exhibits.
Exhibits
--------
1.1 Terms Agreement, dated May 11, 1999, among the
Registrant, Oakwood Acceptance Corporation, Credit Suisse
First Boston Corporation and NationsBanc Montgomery
Securities LLC, as Underwriters, relating to the Offered
Certificates (related exhibits available upon request of
the Registrant)
4.1 Copy of the Series 1999-B Pooling and Servicing
Agreement, dated as of April 1, 1999, by and among the
Registrant, Oakwood Acceptance Corporation, as Servicer,
and Chase Manhattan Trust Company, National Association,
as Trustee. (related exhibits available upon request of
the Trustee)
99.1 Copy of the Limited Guarantee, dated as of April 1, 1999
by Oakwood Homes Corporation for the benefit of Chase
Manhattan Trust Company, National Association, as Trustee
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
May 13, 1999 OAKWOOD MORTGAGE INVESTORS, INC.
By: /s/ Douglas R. Muir
-----------------------
Name: Douglas R. Muir
Title: Vice President
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
-----------------
Page
----
<S> <C> <C>
1.1 Terms Agreement, dated May 11, 1999,
among the Registrant, Oakwood Acceptance
Corporation, Credit Suisse First Boston
Corporation and NationsBanc Montgomery
Securities LLC, as Underwriters, relating
to the Offered Certificates (related exhibits [Electronic
available upon request of the Registrant).........................................................Format]
4.1 Copy of the Series 1999-B Pooling and Servicing Agreement, dated
as of April 1, 1999, by and among the Registrant, Oakwood
Acceptance Corporation, as Servicer, and Chase Manhattan Trust
Company, National Association (related exhibits available [Electronic
upon request of the Trustee)......................................................................Format]
99.1 Copy of the Limited Guarantee, dated as of April 1, 1999 by
Oakwood Homes Corporation for the benefit of Chase
Manhattan Trust Company, National [Electronic
Association, as Trustee...........................................................................Format]
</TABLE>
Exhibit 1.1
OAKWOOD MORTGAGE INVESTORS, INC.
SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES
1999-B TERMS AGREEMENT
Dated: May 11, 1999
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 1999-B, Classes A-1, A-2,
A-3, A-4, M-1, M-2, B-1, B-2, X and R (collectively, the
"Certificates"). The Classes A-1, A-2, A-3, A-4, 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 NationsBanc Montgomery Securities LLC (the
"Underwriters"), and the Underwriters hereby agree to purchase from the Company,
on May 13, 1999, 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 April 1, 1999 by and between the
Company and OAC, and the Pooling and Servicing Agreement (as defined below),
each being in form and substance satisfactory to the Underwriters.
<PAGE>
The Certificates will be issued by a trust (the "Trust") to be
established by the Company pursuant to a Pooling and Servicing Agreement, to be
dated as of April 1, 1999 among the Company, OAC, as servicer (the "Servicer")
and The Chase Manhattan Trust Company, National Association, as Trustee (the
"Trustee"), which incorporates by reference the Company's Standard Terms to
Pooling and Servicing Agreement (July 1998 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 11,
1999, relating to the Underwritten Certificates (the "Prospectus Supplement").
The Company and the Servicer specifically covenant to make available on
the Closing Date for sale, transfer and assignment to the Trust, Assets having
the characteristics described in the Prospectus Supplement; provided, however,
that there may be nonmaterial variances from the description of the Assets in
the Prospectus Supplement and the Assets actually delivered on such dates.
REGISTRATION STATEMENT: References in the Standard Provisions to the
Registration Statement shall be deemed to include registration statement
No. 333-58497.
SCHEDULED PRINCIPAL BALANCE OF ASSETS: $255,621,151.
CUT-OFF DATE WITH RESPECT TO THE ASSETS: April 1, 1999.
2
<PAGE>
TERMS OF THE CERTIFICATES:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
======================== ====================== ====================== ====================== ======================
Class Initial Principal Pass-Through Ratings Purchase
Designation Amount Rate Fitch Moody's Price
======================== ====================== ====================== ====================== ======================
A-1 $61,200,000 (1) "AAA" "Aaa" 99.900000%
A-2 $49,100,000 6.1900% per annum "AAA" "Aaa" 97.827848%
A-3 $28,900,000 6.4500% per annum "AAA" "Aaa" 99.718695%
A-4 $57,628,000 6.9900% per annum "AAA" "Aaa" 99.602447%
M-1 $15,337,000 (2) "AA+" "Aa3" 99.458337%
M-2 $12,781,000 (3) "A" "A2" 99.344873%
B-1 $12,781,000 (4) "BBB" "Baa2" 95.496593%
B-2 $17,894,150 (5) "BBB-" "Baa3" 94.446344%
======================== ====================== ====================== ====================== ======================
(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, plus 0.12%, and the Weighted Average Net Asset Rate.
(2) The Pass-Through Rate for the Class M-1 Certificates will equal the lesser of 7.180% per annum and the
Weighted Average Net Asset Rate.
(3) The Pass-Through Rate for the Class M-2 Certificates will equal the lesser of 7.520% per annum and the
Weighted Average Net Asset Rate.
(4) The Pass-Through Rate for the Class B-1 Certificates will equal the lesser of 8.040% per annum and the
Weighted Average Net Asset Rate.
(5) The Pass-Through Rate for the Class B-2 Certificates will equal the (i) lesser of (a) 9.050% per annum
and (b) the Weighted Average Net Asset Rate prior to the May, 2009 Distribution Date; and (ii) the
lesser of (a) 10.050% per annum and (b) the Weighted Average Net Asset Rate on or after the May, 2009
Distribution Date.
</TABLE>
SUBORDINATION FEATURES: The Class M-1 (together with the Class M-2
Certificates, collectively, the "Class M Certificates") will be subordinated to
the Class A-1, Class A-2, Class A-3 and Class A-4 Class (collectively, the
"Class A Certificates"), the Class M-2 Certificates will be subordinated to the
Class A certificates and the Class M-1 Certificates, the Class B-1 Certificates
will be subordinated to the Class A Certificates and the Class M Certificates,
and the Class B-2 Certificates will be subordinated to the Class A Certificates,
the Class M Certificates and the Class B-1 Certificates, all as described in the
Prospectus Supplement.
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.
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.
3
<PAGE>
PURCHASE PRICE: The Underwriters have severally agreed to purchase the
Underwritten Certificates of each Class from the Company for the respective
purchase prices expressed in the table above as percentages of the Certificate
Principal Balance of each such Class. Payment of the purchase price for the
Underwritten Certificates shall be made to the Company in federal or similar
immediately available funds payable to the order of the Company.
DENOMINATIONS: The Underwritten Certificates will be issued in
book-entry form in minimum denominations of $1,000 and integral multiples of $1
in excess thereof.
FEES: It is understood that servicing fees may be withheld from the
payments on the Assets in each month prior to distributions on the Certificates
on the Distribution Date occurring in such month to the extent permissible under
the Pooling and Servicing Agreement.
CLOSING DATE AND LOCATION: 10:00 a.m. Eastern Time on May 13, 1999, 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: Each Underwriter hereby represents and
warrants that 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; all "Structural Term Sheets" and "Computational Materials"
disseminated by it in connection with the Underwritten Certificates and 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).
4
<PAGE>
For purposes hereof, as to each Underwriter, the term "Derived
Information" means such information, if any, in the Series Term Sheets,
Collateral Term Sheets, Structural Term Sheets and/or Computational Materials
that is not contained in either (i) the Prospectus taking into account
information incorporated therein by reference (other than information
incorporated by reference from the Series Term Sheets, Collateral Term Sheets,
Structural Term Sheets and/or Computational Materials) or (ii) any computer tape
furnished by the Company (the "Computer Tape"). Each Underwriter agrees,
assuming (i) all information provided by the Company (including the Computer
Tape) is accurate and complete in all material respects and (ii) the Company's
independent public accountants have determined that the Derived Information
agrees with the Computer Tape, to indemnify and hold harmless the Company, each
of the Company's officers and directors and each person who controls the Company
within the meaning of Section 15 of the Securities Act of 1933, as amended (the
"Act"), against any and all losses, claims, damages or liabilities, joint or
several, to which they may become subject under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement of a material fact contained
in the Derived Information prepared by such Underwriter and incorporated by
reference into the Registration Statement, or arise out of or are based upon the
omission or alleged omission to state in such Derived Information a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
(except that no such indemnity shall be available for any losses, claims,
damages or liabilities, or actions in respect thereof to the extent any such
untrue statement or alleged untrue statement therein results directly from an
error in the information on the Computer Tape or in any other information
concerning the Mortgage Loans or the Contracts provided by the Company to 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 an Underwriter under this paragraph shall be in
addition to any liability which such Underwriter may otherwise have.
Notwithstanding the provisions of this paragraph, no Underwriter shall be
required to pay any amount with respect to the indemnities provided hereunder in
excess of the underwriting discount or commission applicable to the Certificates
purchased by it hereunder.
INFORMATION PROVIDED BY THE UNDERWRITERS: It is understood and agreed
that the information set forth under the heading "Underwriting" in the
Prospectus Supplement (except for the last paragraph relating to the estimated
fees and expenses) is the only information furnished by the Underwriters for
inclusion in the Registration Statement and the Final Prospectus.
TRUSTEE: The Chase Manhattan Bank, National Association will act as
Trustee of the Trust.
5
<PAGE>
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.
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
NationsBanc Montgomery Securities LLC
NationsBanc Corporate Center
100 North Tryon Street
Charlotte, NC 28255
Attention: Russ Albers
REQUEST FOR OPINIONS: (a) The Company and OAC hereby request and
authorize Hunton & Williams and Myles E. Standish, Esq., 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.
6
<PAGE>
(b) Each Underwriter hereby requests and authorizes 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.
7
<PAGE>
Each Underwriters agrees, subject to the terms and provisions of the
Standard Provisions, a copy of which is attached hereto, and which is
incorporated by reference herein in its entirety and made a part hereof to the
same extent as if such provisions had been set forth in full herein, to purchase
the Underwritten Certificates.
8
<PAGE>
CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Fiachra O'Driscoll
--------------------------------------
Name: Fiachra O'Driscoll
-------------------------------
Title: Director
-------------------------------
NATIONSBANC MONTGOMERY SECURITIES LLC
By: /s/ Tom Mooey
--------------------------------------
Name: Tom Mooey
------------------------------
Title: Principal
------------------------------
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
--------------------
9
<PAGE>
SCHEDULE A
Class A-1, Class A-2, Class A-3, Class A-4,
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 $30,600,000 $24,550,000 $14,450,000
NationsBanc Montgomery Securities LLC. $30,600,000 $24,550,000 $14,450,000
----------- ------------ -----------
Total $61,200,000 $49,100,000 $28,900,000
============ ============ ===========
Class A-4 Class M-1 Class M-2
----------- ----------- -----------
Credit Suisse First Boston Corporation $28,814,000 $7,669,000 $6,391,000
NationsBanc Montgomery Securities LLC. $28,814,000 $7,668,000 $6,390,000
------------ ----------- ----------
Total $57,628,000 $15,337,000 $12,781,000
============ ============ ===========
Class B-1 Class B-2
----------- -----------
Credit Suisse First Boston Corporation $6,391,000 $8,947,150
NationsBanc Montgomery Securities LLC $6,390,000 $8,947,000
----------- ----------
Total $12,781,000 $17,894,150
=========== ===========
10
</TABLE>
Exhibit 4.1
===========================================
OAKWOOD MORTGAGE INVESTORS, INC.,
OAKWOOD ACCEPTANCE CORPORATION
AND
CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION,
TRUSTEE
----------
SERIES 1999-B POOLING AND SERVICING AGREEMENT
DATED AS OF APRIL 1, 1999
----------
OAKWOOD MORTGAGE INVESTORS, INC.
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 1999-B
===========================================
<PAGE>
THIS SERIES 1999-B POOLING AND SERVICING AGREEMENT, dated as of April
1, 1999, is made with respect to the formation of OMI Trust 1999-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 CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION, a national banking association, as trustee (the
"Trustee"), under this Agreement and the Standard Terms to Pooling and Servicing
Agreement, July 1998 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 $255,621,150, to be known as the Senior/Subordinated Pass-Through
Certificates, Series 1999-B (the "Certificates"). The Certificates consist of 10
Classes that in the aggregate evidence the entire beneficial ownership interest
in the Trust.
In accordance with Section 10.01 of the Standard Terms, the Trustee
will make an election to treat all of the assets of the Trust as two real estate
mortgage investment conduits (each, a "REMIC" and, individually, the "Pooling
REMIC" and the "Issuing REMIC") for federal income tax purposes. The Pooling
REMIC will consist of the Distribution Account and the Assets listed on the
Asset Schedules attached as Schedule I (as defined below) hereto. The Issuing
REMIC will consist of the eight Subaccounts designated as provided herein. The
"startup day" of each REMIC for purposes of the REMIC Provisions is the Closing
Date.
GRANTING CLAUSES
To provide for the distribution of the principal of and interest on the
Certificates in accordance with their terms, all of the sums distributable under
the Pooling and Servicing Agreement with respect to the Certificates and the
performance of the covenants contained in this Pooling and Servicing Agreement,
OMI hereby bargains, sells, conveys, assigns and transfers to the Trustee, in
trust and as provided in this Pooling and Servicing Agreement, without recourse
and for the exclusive benefit of the Holders of the Certificates, all of OMI's
right, title and interest in and to, and any and all benefits accruing to OMI
from, (a) the Contracts listed in Schedule IA hereto and the Mortgage Loans
(together with the Contracts, the "Assets") listed in Schedule IB hereto,
together with the related Asset Documents, and all payments thereon and proceeds
of the conversion, voluntary or involuntary, of the foregoing, including,
without limitation, all rights to receive all principal and interest payments
due on the Assets after 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
S-1
<PAGE>
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 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, 1999.
"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
S-2
<PAGE>
the most recently preceding Distribution Date reduced by all Writedown Amounts
allocated to such Subaccount on such Distribution Date.
"Average Sixty-Day Delinquency Ratio": With respect to any Distribution
Date, the arithmetic average of the Sixty-Day Delinquency Ratios for such
Distribution Date and the two preceding Distribution Dates. The "Sixty-Day
Delinquency Ratio" for a Distribution Date is the percentage derived from the
fraction, the numerator of which is the aggregate Scheduled Principal Balance
(as of the end of the preceding Prepayment Period) of all Assets (including
Assets in respect of which the related Manufactured Home, Real Property or
Mortgage Property has been repossessed or foreclosed upon but not yet disposed
of) as to which a Monthly Payment thereon is delinquent 60 days or more as of
the end of the related Collection Period, and the denominator of which is the
Pool Scheduled Principal Balance for such Distribution Date.
"Average Thirty-Day Delinquency Ratio": With respect to any
Distribution Date, the arithmetic average of the Thirty-Day Delinquency Ratios
for such Distribution Date and the two preceding Distribution Dates. The
"Thirty-Day Delinquency Ratio" for a Distribution Date is the percentage derived
from the fraction, the numerator of which is the aggregate Scheduled Principal
Balance (as of the end of the preceding Prepayment Period) of all Assets
(including Assets in respect of which the related Manufactured Home, Real
Property or Mortgage Property has been repossessed or foreclosed upon but not
yet disposed of) as to which a Monthly Payment thereon is delinquent 30 days or
more as of the end of the related Collection Period, and the denominator of
which is the Pool Scheduled Principal Balance for such Distribution Date.
"Book-Entry Certificates": The Class A, Class M and Class B
Certificates.
"Call Option Date": The later to occur of (i) the May 2009 Distribution
Date or (ii) any date on which the Servicer, in its reasonable business
judgment, determines that the amount of Assets remaining in the Trust has
declined to a level at which necessary and reasonable servicing expenses become
burdensome.
S-3
<PAGE>
"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 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, Class A-2, Class A-3 and Class
A-4 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 Pool Scheduled Principal Balance of the Assets 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 sum of the Class A Percentage of the Principal
Distribution Amount and the Class A Reallocation Amount, if any. 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 Reallocation Amount": For (i) any Distribution Date prior to
the May, 2009 Distribution Date, the Class A Reallocation Percentage of the
Combined Class B Percentage of the Principal Distribution Amount distributable
after the Class B-1 Certificates have been paid in full, and (ii) any other
Distribution Date, the Class A Reallocation Percentage of the Class B-2
S-4
<PAGE>
Percentage of the Principal Distribution Amount distributable after the Class
B-2 Certificates have been paid in full.
"Class A Reallocation Percentage": For any 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 the related Distribution Date, and the
denominator of which is the sum of the Certificate Principal Balance of the
Class A Certificates, the Adjusted Certificate Principal Balance of the Class M
Certificates and the Adjusted Certificate Principal Balance of the Class B-1
Certificates, each immediately prior to the related Distribution Date.
"Class A Subaccounts": Any or all, as appropriate, of the Class A-1,
Class A-2, Class A-3, or Class A-4 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.
"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 Pool Scheduled Principal Balance of Assets 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-1 Certificate Principal Balance, the Class
A-2 Certificate Principal Balance, the Class A-3 Certificate Principal Balance,
the Class A-4 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-1 Certificate
Principal Balance, the Class A-2 Certificate Principal Balance, the Class A-3
Certificate Principal Balance, the Class A-4 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-1
Certificate Principal Balance, the Class A-2 Certificate Principal Balance, the
Class A-3 Certificate Principal Balance, the Class A-4 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, (iv) on any other Distribution Date on or after the
Cross-over Date but prior to the May 2009 Distribution Date, the Combined Class
B Percentage of the Principal Distribution Amount, or (v) on any other
Distribution Date, the sum of the Class B-1 Percentage of the Principal
Distribution Amount and the Class B-1 Reallocation Amount, if any. 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
S-5
<PAGE>
Distribution Date, then such excess amount shall be allocated to the Class B-2
Principal Distribution Amount.
"Class B-1 Reallocation Amount": For (i) any Distribution Date prior to
the May, 2009 Distribution Date, zero, and (ii) any other Distribution Date, the
Class B-1 Reallocation Percentage of the Class B-2 Percentage of the Principal
Distribution Amount distributable after the Class B-2 Certificates have been
paid in full.
"Class B-1 Reallocation Percentage": For any 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 the related Distribution Date, and the
denominator of which is the sum of the Certificate Principal Balance of the
Class A Certificates, the Adjusted Certificate Principal Balance of the Class M
Certificates and the Adjusted Certificate Principal Balance of the Class B-1
Certificates, each immediately prior to the related Distribution Date.
"Class B-2 Accelerated Principal Distribution Amount" shall be (i) for
any Distribution Date on or after the May, 2009 Distribution Date, all amounts
otherwise distributable under Section 5, paragraphs (a)(xii), (a)(xiii) and
(a)(xiv) on such Distribution Date; and (ii) for any other Distribution Date,
zero.
"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 sum of the Class B-2 Adjusted Certificate Principal
Balance and the Overcollateralization Amount, each immediately prior to such
Distribution Date and the denominator of which is the Pool Scheduled Principal
Balance of Assets 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-1 Certificate Principal Balance, the Class
A-2 Certificate Principal Balance, the Class A-3 Certificate Principal Balance,
the Class A-4 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 and prior to the
Distribution Date occurring in May, 2009, zero, (ii) on any Distribution Date as
to which the Principal Distribution Tests are not met and the Class A-1
Certificate Principal Balance, the Class A-2 Certificate Principal Balance, the
Class A-3 Certificate Principal Balance, the Class A-4 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-1 Certificate Principal Balance,
the Class A-2 Certificate Principal Balance, the Class A-3 Certificate Principal
Balance, the Class A-4 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. On any Distribution Date, the
Class B-2 Principal Distribution Amount shall not exceed the Class B-2
S-6
<PAGE>
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 Subaccounts": Any or all, as appropriate, of the Class M-1 or
Class M-2 Subaccounts.
"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
Pool Scheduled Principal Balance of the Assets 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-1 Certificate Principal Balance, the Class
A-2 Certificate Principal Balance, the Class A-3 Certificate Principal Balance
and the Class A-4 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-1 Certificate
Principal Balance, the Class A-2 Certificate Principal Balance, the Class A-3
Certificate Principal Balance and the Class A-4 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 has been reduced to zero, the Principal Distribution Amount,
or (iv) on any other Distribution Date, the sum of the Class M-1 Percentage of
the Principal Distribution Amount and the Class M-1 Reallocation 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-1 Reallocation Amount": For (i) any Distribution Date prior to
the May, 2009 Distribution Date, the Class M-1 Reallocation Percentage of the
Combined Class B Percentage of the Principal Distribution Amount distributable
after the Class B-1 Certificates have been paid in full, and (ii) any other
Distribution Date, the Class M-1 Reallocation Percentage of the Class B-2
Percentage of the Principal Distribution Amount distributable after the Class
B-2 Certificates have been paid in full.
"Class M-1 Reallocation Percentage": For any 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
M-1 Certificates immediately prior to the related Distribution Date, and the
denominator of which is the sum of the Certificate Principal Balance of the
Class A Certificates, the Adjusted Certificate Principal Balance of the Class
M-1 Certificates and the Adjusted Certificate Principal Balance of the Class B-1
Certificates, each immediately prior to the related Distribution Date.
S-7
<PAGE>
"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 Adjusted Certificate Principal Balance
immediately prior to such Distribution Date and the denominator of which is the
Pool Scheduled Principal Balance of the Assets 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-1 Certificate Principal Balance, the Class
A-2 Certificate Principal Balance, the Class A-3 Certificate Principal Balance,
the Class A-4 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-1 Certificate Principal Balance, the Class A-2
Certificate Principal Balance, the Class A-3 Certificate Principal Balance, the
Class A-4 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
has been reduced to zero, the Principal Distribution Amount, or (iv) on any
other Distribution Date, the sum of the Class M-2 Percentage of the Principal
Distribution Amount and the Class M-2 Reallocation 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-2 Reallocation Amount": For (i) any Distribution Date prior to
the May, 2009 Distribution Date, the Class M-2 Reallocation Percentage of the
Combined Class B Percentage of the Principal Distribution Amount distributable
after the Class B-1 Certificates have been paid in full, and (ii) any other
Distribution Date, the Class M-2 Reallocation Percentage of the Class B-2
Percentage of the Principal Distribution Amount distributable after the Class
B-2 Certificates have been paid in full.
"Class M-2 Reallocation Percentage": For any 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
M-2 Certificates immediately prior to the related Distribution Date, and the
denominator of which is the sum of the Certificate Principal Balance of the
Class A Certificates, the Adjusted Certificate Principal Balance of the Class
M-2 Certificates and the Adjusted Certificate Principal Balance of the Class B-1
Certificates, each immediately prior to the related Distribution Date.
"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 11(b) hereof, the Class R-1
Certificates, which will represent the Issuing REMIC Residual Interest.
S-8
<PAGE>
"Class R-2 Certificates": Following the division of the Class R
Certificates into two separately transferable, certificated and fully registered
certificates in accordance with Section 11(b) hereof, the Class R-2
Certificates, which will represent the Pooling REMIC Residual Interest.
"Class X Carryover Strip Amount": With respect to the Class X
Certificates on each Distribution Date, all amounts that were distributable on
such Class as Class X Strip Amounts on previous Distribution Dates that remain
unpaid.
"Class X 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 positive difference, if any, between the
Weighted Average Net Asset Rate and the weighted average of the Pass-Through
Rates on the Class A, Class M and Class B Subaccounts. Solely for the purposes
of those calculations, 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": May 13, 1999.
"Combined Class B Percentage": For any Distribution Date, the
percentage derived from the fraction, which shall not be greater than 1, the
numerator of which is the sum of the Adjusted Certificate Principal Balance of
the Class B-1 Certificates, the Adjusted Certificate Principal Balance of the
Class B-2 Certificates and the Overcollateralization Amount, each immediately
prior to the related Distribution Date, and the denominator of which is the Pool
Scheduled Principal Balance of the Assets immediately prior to the related
Distribution Date.
"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 2003 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 sum of the aggregate Adjusted Certificate Principal
Balance of the Subordinated Certificates and the Overcollateralization Amount
for such Distribution Date and the denominator of which is the Pool Scheduled
Principal Balance on such Distribution Date, equals or exceeds 1.75 times the
percentage equivalent of a fraction (which shall not be greater than 1) the
numerator of which is the initial aggregate Adjusted Certificate Principal
Balance of the Subordinated Certificates and the denominator of which is the
Pool Scheduled Principal Balance as of the Cut-off Date.
S-9
<PAGE>
"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": April 1, 1999.
"ERISA Restricted Certificates": The Class M-1, Class M-2, Class B-1,
Class B-2, Class X and Class R Certificates.
"Excess Subaccount Principal Balance": With respect to each Subaccount,
the excess, if any, of the Subaccount Principal Balance over the Certificate
Principal Balance of the Corresponding Certificates.
"Floating Rate Determination Date": For any Interest Accrual Period for
the Class A-1 Certificates other than the first Interest Accrual Period, the
second London Banking Day prior to the commencement of such Interest Accrual
Period, and for the first Interest Accrual Period, the Closing Date.
"Guarantor": Oakwood Homes Corporation, a North Carolina corporation.
"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 each Class 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.
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<PAGE>
"Limited Guarantee": The Limited Guarantee by the Guarantor dated as of
April 1, 1999, 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 (x) and (xi) of Section 5(b) hereof and
(b) any unpaid principal amounts payable on such Distribution Date pursuant to
clause (xi) 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.
"Offered Certificates": The Class A, 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 14 hereof.
"Overcollateralization Amount": For any Distribution Date, the positive
difference, if any, between the Pool Scheduled Principal Balance of the Assets
and the Certificate Principal Balance of all then outstanding Classes of
Certificates immediately prior to the related Distribution Date.
"Pass-Through Rate": With respect to each Class of Certificates (except
the Class X Certificates and the Residual Certificates) on any Distribution
Date, the per annum rate for such Class set forth in the table in Section 3
hereof. With respect to any Subaccount on any Distribution Date, the then
applicable Weighted Average Net Asset Rate.
"Pooling REMIC": The Trust REMIC consisting of the Assets and the
Distribution Account.
"Pooling REMIC Residual Interest": The residual interest (as defined in
Code section 860G(a)(2)) in the Pooling REMIC.
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<PAGE>
"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:
<TABLE>
<CAPTION>
Distribution Dates Percentage
------------------ ----------
<S> <C>
December 2003 through May 2005 7%
June 2005 through May 2006 8%
June 2006 through November 2007 9%
December 2007 and after 10.5%
</TABLE>
; 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 Moody's Investors Service, Inc. (99 Church
Street, 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 11(b)
hereof, the Class R-1 Certificates and Class R-2 Certificates.
"Rule 144A Certificates": The Class X and Residual Certificates.
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<PAGE>
"Servicing Fee Rate": 1.00% per annum.
"Subaccount": Each of the following eight subaccounts established
solely for purposes of the REMIC Provisions by the Trustee, which have the
Pass-Through Rates and initial Subaccount Principal Balances set forth below:
<TABLE>
<CAPTION>
INITIAL
SUBACCOUNT
SUBACCOUNT PASS-THROUGH RATE PRINCIPAL BALANCE
---------- ----------------- -----------------
<S> <C> <C>
A-1 (1) $61,200,000
A-2 (1) $49,100,000
A-3 (1) $28,900,000
A-4 (1) $57,628,000
M-1 (1) $15,337,000
M-2 (1) $12,781,000
B-1 (1) $12,781,000
B-2 (1) $17,894,150
</TABLE>
(1) The Pass-Through Rate on each Subaccount for any
Distribution Date shall be equal to the Weighted Average Net Asset
Rate.
The Final Scheduled Distribution Date for each Subaccount is as
follows:
<TABLE>
<CAPTION>
FINAL SCHEDULED
SUBACCOUNT DISTRIBUTION DATES
---------- ------------------
<S> <C>
A-1 May 15, 2009
A-2 December 15, 2013
A-3 November 15, 2017
A-4 December 15, 2026
M-1 December 15, 2026
M-2 December 15, 2026
B-1 December 15, 2026
B-2 November 15, 2011
</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.
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<PAGE>
"Subordinated Certificates": The Class M-1, Class M-2, Class B-1,
Class B-2, Class X and Residual Certificates.
"Trustee": Chase Manhattan Trust Company, 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 Global Trust, One Liberty Place, Suite 5210, 1650
Market Street, Philadelphia, PA 19103, Attn: OMI Trust 1999-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 NationsBanc
Montgomery Securities LLC (whose address is NationsBank Corporate Center, 100
North Tryon Street, Charlotte, North Carolina 28255).
"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
$255,621,150, except for Certificates executed and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Certificates pursuant
to Sections 5.04 or 5.07 of the Standard Terms. The Certificates shall be issued
in ten Classes having the designations, initial Certificate Principal Balances,
Pass-Through Rates and Final Scheduled Distribution Dates set forth or described
below:
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<TABLE>
<CAPTION>
INITIAL FINAL
CERTIFICATE SCHEDULED
PRINCIPAL PASS THROUGH DISTRIBUTION
DESIGNATION BALANCE RATE DATE(8)
- ----------- ------- ---- -------
<S> <C> <C> <C>
A-1 $61,200,000 (1) May 15, 2009
A-2 $49,100,000 6.1900% December 15, 2013
A-3 $28,900,000 6.4500% November 15, 2017
A-4 $57,628,000 6.9900% December 15, 2026
M-1 $15,337,000 (2) December 15, 2029
M-2 $12,781,000 (3) December 15, 2026
B-1 $12,781,000 (4) December 15, 2026
B-2 $17,894,150 (5) November 15, 2011
X (6) (6) December 15, 2026
R (7) (7) December 15, 2026
</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
(i) One-Month LIBOR, as determined (except for the initial Distribution
Date) on the applicable Floating Rate Determination Date, plus 0.12%
and (ii) the Weighted Average Net Asset Rate of the Assets. For the
initial Distribution Date, the Pass-Through Rate for the Class A-1
Certificates will be 5.0225% 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, 1999.
(2) The Pass-Through Rate on the Class M-1 Certificates for any
Distribution Date shall be equal to the lesser of (i) 7.1800% per annum
and (ii) the Weighted Average Net Asset Rate of the Assets.
(3) The Pass-Through Rate on the Class M-2 Certificates for any
Distribution Date shall be equal to the lesser of (i) 7.5200% per annum
and (ii) the Weighted Average Net Asset Rate of the Assets.
(4) The Pass-Through Rate on the Class B-1 Certificates for any
Distribution Date shall be equal to the lesser of (i) 8.0400% per annum
and (ii) the Weighted Average Net Asset Rate of the Assets.
(5) The Pass-Through Rate on the Class B-2 Certificates for any
Distribution Date shall be equal to (i) the lesser of (a) 9.0500% per
annum and (b) the Weighted Average Net Asset Rate of the Assets prior
to the May, 2009 Distribution Date; and (ii) the lesser of (a) 10.0500%
per annum and (b) the Weighted Average Net Asset Rate of the Assets on
or after the May, 2009 Distribution Date.
(6) 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.
(7) The Class R Certificates shall have no Certificate Principal
Balance and no Pass-Through Rate, and shall represent the residual
interest in both the Pooling REMIC and the Issuing REMIC. Following the
division of the Class R Certificates into two separately transferable,
certificated and fully registered certificates in accordance with
Section 11(b) hereof, the Class R-1 and Class R-2 Certificates shall
have no Certificate Principal Balances and no Pass-Through Rates and
shall represent the residual interest in the Issuing REMIC and the
Pooling REMIC, respectively.
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(8) 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 upon 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-16
<PAGE>
(v) Fifth, concurrently, to each Class A Subaccount, the related
Principal Distribution Shortfall Carryover Amount for the Class A
Subaccounts, if any, for such Distribution Date, allocated among the
Class A Subaccounts pro rata based on their respective Principal
Distribution Shortfall Carryover Amounts;
(vi) Sixth, concurrently, (a) to the Class A-1 Subaccount, the Class
A-2 Subaccount, the Class A-3 Subaccount and the Class A-4 Subaccount,
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 it has
been reduced to zero;
(2) Second, to the Class A-2 Subaccount in reduction of the
Subaccount Principal Balance of such Subaccount, until it has
been reduced to zero;
(3) Third, to the Class A-3 Subaccount in reduction of the
Subaccount Principal Balance of such Subaccount, until it has
been reduced to zero; and
(4) Fourth, to the Class A-4 Subaccount in reduction of the
Subaccount Principal Balance of such Subaccount, until it has
been reduced to zero;
PROVIDED, HOWEVER, that on any Distribution Date on which the Pool
Scheduled Principal Balance is less than the aggregate Subaccount
Principal Balance of the Class A Subaccounts immediately prior to such
Distribution Date, the Class A Principal Distribution Amount will be
allocated among the Class A Subaccounts PRO RATA based upon their
respective Subaccount Principal Balances.
(vii) Seventh, 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 reduction of the Subaccount Principal
Balance of such Class, until the Class M-1 Certificate Principal
Balance is reduced to zero;
(vii) Eighth, 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;
S-17
<PAGE>
(ix) Ninth, 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;
(x) Tenth, 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;
(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, (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 ; and (E) fifth, the Class B-2 Accelerated Principal
Distribution Amount for the related Distribution Date, if any, 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 order: (A) with respect to any
Distribution Date prior to the May, 2009 Distribution Date,
sequentially, first 50% of the Servicing Fee with respect to the
related Distribution Date, and thereafter all Servicing Fees from
previous Distribution Dates remaining unpaid; and (B) with respect to
any other Distribution Date, sequentially, the entire Servicing Fee
with respect to the related Distribution Date, and thereafter all
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 Excess Subaccount
Principal Balance remaining to be paid with respect to each Subaccount;
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 7 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-18
<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, concurrently, to each Class of the 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 Principal
Distribution Shortfall Carryover Amounts;
(vi) Sixth, concurrently, (a) to the Class A-1 Certificates, the Class
A-2 Certificates, the Class A-3 Certificates and the Class A-4
Certificates, the Class A Percentage of the Class A Principal
Distribution Amount, allocated in the following sequential order:
(1) First, to the Class A-1 Certificates in reduction of the
Certificate Principal Balance of such Class, until it has been
reduced to zero;
(2) Second, to the Class A-2 Certificates in reduction of the
Certificate Principal Balance of such Class, until it has been
reduced to zero;
(3) Third, to the Class A-3 Certificates in reduction of the
Certificate Principal Balance of such Class, until it has been
reduced to zero; and
(4) Fourth, to the Class A-4 Certificates in reduction of the
Certificate Principal Balance of such Class, until it has been
reduced to zero;
S-19
<PAGE>
PROVIDED, HOWEVER, that on any Distribution Date on which the Pool
Scheduled Principal Balance is less than the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date, the Class A Principal Distribution Amount will be
allocated among the Class A Certificates PRO RATA based upon their
respective Certificate Principal Balances.
(vii) Seventh, to the Class M-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 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;
(viii) Eighth, 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;
(ix) Ninth, 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;
(x) Tenth, 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;
(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, (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 ; and (E) fifth, the Class
B-2 Accelerated Principal Distribution Amount for the related
Distribution Date, if any, in reduction of the Certificate Principal
Balance of such Class, until the Class B-2 Certificate Principal
Balance is reduced to zero;
(xii) Twelfth, to the Class X Certificates in the following sequential
order:
(A) the current Class X Strip Amount; and
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<PAGE>
(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 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(a)
hereof, the Trustee shall, in accordance with the related Remittance Report and
in accordance with the terms of the Limited Guarantee, notify the
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Guarantor of any Limited Guarantee Payment Amount payable under the Limited
Guarantee on the related Distribution Date. In addition, the Servicer shall
notify the Guarantor as soon as practical (but no later than the related
Remittance Date) after determining that a Limited Guarantee Payment Amount shall
be payable under the Limited Guarantee on the related Distribution Date. Under
the Limited Guarantee, upon receipt of notice as described above, the Guarantor
shall be required to deliver the Limited Guarantee Payment Amount, if any, on or
prior to the Remittance Date for the related Distribution Date. Such Limited
Guarantee Payment Amount received by the Trustee shall be paid to the Holders of
the Class B-2 Certificates on such Distribution Date (or such later date, if
such amounts are received subsequent to such Distribution Date). In no event
shall the Limited Guarantee Payment Amount be distributed on any Class of
Certificates other than the Class B-2 Certificates and any such amounts received
by the Trustee which are not distributable to the Class B-2 Certificates shall
be returned by the Trustee to the Guarantor. The Trustee shall promptly notify
the Rating Agencies in the event a Limited Guarantee Payment Amount, if any, is
not received in a timely manner with respect to a Distribution Date. Any Limited
Guarantee Payment Amounts made by the Guarantor to the Trustee shall be made in
cash and shall be considered to be payments made to the Issuing REMIC in the
nature of a guarantee within the meaning of I.R.C. ss. 860G(d)(2)(B).
SECTION 7. ALLOCATION OF WRITEDOWN AMOUNTS.
On each Distribution Date, after all required distributions have been
made on the Certificates pursuant to 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.
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SECTION 8. REMITTANCE REPORTS.
(a) The Remittance Report for each Distribution Date shall identify the
following items, in addition to the items specified in Section 4.01 of the
Standard Terms:
(1) the Interest Distribution Amount for each Class of the Certificates
for such Distribution Date (which shall equal the Priority Interest
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.
(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
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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; and
(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.
In the case of information furnished pursuant to clauses (1), (2) and
(3) above, the amounts shall be expressed, with respect to any Class A, Class M
or Class B Certificate, as a dollar amount per $1,000 denomination.
(b) In addition to mailing a copy of the related Remittance Report to
each Certificateholder on each Distribution Date in accordance with Section 4.01
of the Standard Terms, on each Distribution Date, the Trustee shall mail a copy
of the related Remittance Report to the Underwriters (to the attention of the
person, if any, reported to the Trustee by the Underwriters) and to THE
BLOOMBERG (to the address and to the person, if any specified to the Trustee by
Credit Suisse First Boston Corporation). The Trustee shall not be obligated to
mail any Remittance Report to THE BLOOMBERG unless and until Credit Suisse First
Boston Corporation shall have notified the Trustee in writing of the name and
address to which such reports are to be mailed, which notice, once delivered,
will be effective for all Distribution Dates after the date such notice is
received by the Trustee unless and until superseded by a subsequent notice.
SECTION 9. LIMITED RIGHT OF SERVICER TO RETAIN SERVICING FEES FROM
COLLECTIONS.
The Servicer may retain its Servicing Fee and any other servicing
compensation provided for herein and in the Standard Terms from gross interest
collections on the Assets prior to depositing such collections into the
Certificate Account; PROVIDED, HOWEVER, that OAC as Servicer may only so retain
its Servicing Fee in respect of a Distribution Date from gross interest
collections on the Assets to the extent that the amounts on deposit in the
Certificate Account and attributable to the Available Distribution 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 (xi) under
Section 5(b) hereof.
SECTION 10. MODIFICATIONS OF STANDARD TERMS.
The following modifications to the Standard Terms shall be in effect
with respect to the Certificates only.
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(a) Section 1.01 of the Standard Terms is hereby amended as
follows:
(i) the definition of "Compensating Interest" is
hereby deleted in its entirety.
(ii) 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, 1999) and (ii) for the Class
A-2, Class A-3, Class A-4, 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, Class A-3, Class A-4,
Class M-1, Class M-2, Class B-1 and Class B-2
Certificates will be computed on the basis of a
360-day year consisting of twelve 30-day months.
(iii) sub-section (e) to the definition of "Mortgage
Loan Documents" is hereby amended by deleting the definition
thereof and replacing such definition in its entirety as
follows:
(e) an original Title Insurance Policy or,
if such policy has not yet been issued or is
otherwise not available, (1) a written commitment to
issue such policy issued by the applicable title
insurance company and an officer's certificate of the
related Seller certifying that all of the
requirements specified in such commitment have been
satisfied, (2) a preliminary title report if the
related Mortgaged Property is located in a state in
which preliminary title reports are acceptable
evidence of title insurance, (3) a certificate of an
officer of the Seller certifying that a Title
Insurance Policy is in full force and effect as to
the related Mortgage 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) or (4) an Opinion of
Counsel with respect to the title of the related
Mortgaged Property;
(b) 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.
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<PAGE>
(c) Section 4.03(1) of the Standard Terms is hereby amended by deleting
such section in its entirety and replacing such section with the following:
(i) (A) if OAC is not the Servicer, to pay the
Servicer its monthly Servicing Fee, to the extent not
previously retained or withdrawn from the Certificate Account
by such Servicer or, (B) if OAC is the Servicer, (i) on any
Distribution Date prior to the May, 2009 Distribution Date, to
pay OAC 50% of its monthly Servicing Fee, to the extent not
previously retained or withdrawn from the Certificate Account
by such Servicer, (ii) with respect to any Distribution Date
prior to the May, 2009 Distribution Date, to pay OAC the
remaining 50% of its monthly Servicing Fee in respect of a
Distribution Date, but only 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 distributed on the
Certificates of the related Series on such Distribution Date
prior to the distribution to OAC of its Servicing Fee, as
described in the related Pooling and Servicing Agreement in
the Section thereof entitled "Distributions", and (iii) with
respect to any Distribution Date on or after the May, 2009
Distribution Date, to pay OAC its monthly Servicing Fee in
respect of a Distribution Date, but only 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
distributed on the Certificates of the related Series on such
Distribution Date prior to the distribution to OAC of its
Servicing Fee, as described in the related Pooling and
Servicing Agreement in the Section thereof entitled
"Distributions";
(d) Sub-section 9.01(b)(2) of the Standard Terms is hereby amended by
deleting such section in its entirety and replacing such section with the
following:
(2) the later to occur of either (i) the Distribution
Date occurring in May, 2009 or (ii) any date on which the
Servicer, in its reasonable business judgment, determines that
the amount of Assets remaining in the Trust has declined to a
level at which necessary and reasonable servicing expenses
become burdensome.
SECTION 11. REMIC ADMINISTRATION.
(a) For purposes of the REMIC Provisions, all of the Certificates
(except the Residual Certificates) will be designated as the "regular interests"
in the Issuing REMIC, the Subaccounts will be designated as the "regular
interests" in the Pooling REMIC, the Class R Certificates will be designated as
the "residual interest" in each of the Issuing REMIC and the Pooling REMIC and,
following the division of the Class R Certificates into two separately
transferable, certificated and fully registered certificates in accordance with
Section 11(b) below, the Class R-1 Certificates will be designated as the
"residual interest" in the Issuing REMIC and the Class R-2 Certificates will be
designated as the "residual interest" in the Pooling REMIC.
S-26
<PAGE>
(b) Upon the request of any registered Holder of a Class R Certificate,
the Trustee shall issue to such Holder two separately transferable, certificated
and fully registered Certificates (a Class R-1 Certificate and a Class R-2
Certificate), in substantially the forms of Exhibit R-1 and Exhibit R-2 attached
hereto. In the event that the Class R Certificates are exchanged for separately
transferrable Class R-1 and Class R-2 Certificates: (1) the Class R-1
Certificates will be designated as the residual interest in the Issuing REMIC,
(2) the Class R-2 Certificates will be designated as the residual interest in
the Pooling REMIC, (3) the Holders of a majority of the Percentage Interest in
the Class R-1 Certificates together with the Holders of a majority of the
Percentage Interest in the Class R-2 Certificates will have the option to make a
Terminating Purchase given to the Holders of a majority of the Percentage
Interest in the Residual Certificates pursuant to Section 9.01 of the Standard
Terms, and (4) the restrictions on the transfer of a Residual Certificate
provided in the Standard Terms will apply to both the Class R-1 and the Class
R-2 Certificates.
SECTION 12. AUCTION CALL.
(a) If 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 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-27
<PAGE>
(e) The Servicer shall cooperate with and provide necessary information
to the Trustee in connection with any auction sale as described herein.
SECTION 13. VOTING RIGHTS.
The Voting Rights applicable to the Certificates shall be allocated
0.5% to the Class R Certificates, 0.5% to the Class X Certificates and 99% to
the other Certificates in proportion with their respective Certificate Principal
Balance.
SECTION 14. 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:
(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
S-28
<PAGE>
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-29
<PAGE>
SECTION 15. GOVERNING LAW.
The Pooling and Servicing Agreement shall be construed in accordance
with and governed by the laws of the State of North Carolina applicable to
agreements made and to be performed therein. The parties hereto agree to submit
to the personal jurisdiction of all federal and state courts sitting in the
State of North Carolina and hereby irrevocably waive any objection to such
jurisdiction. In addition, the parties hereto hereby irrevocably waive any
objection that they may have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any federal or state
court sitting in the State of North Carolina, and further irrevocably waive any
claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.
SECTION 16. FORMS OF CERTIFICATES.
Each of the Schedules and Exhibits attached hereto or referenced herein
are incorporated herein by reference as contemplated by the Standard Terms. Each
Class of Certificates shall be in substantially the related form attached
hereto, as set forth in the Index to Schedules and Exhibits attached hereto.
SECTION 17. COUNTERPARTS.
This Pooling and Servicing Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute but one and the same
instrument.
SECTION 18. ENTIRE AGREEMENT.
This Pooling and Servicing Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof, and fully
supersedes any prior or contemporaneous agreements relating to such subject
matter.
S-30
<PAGE>
IN WITNESS WHEREOF, OMI, the Servicer and the Trustee have caused this
Pooling and Servicing Agreement to be duly executed by their respective officers
thereunto duly authorized and their respective signatures duly attested all as
of the day and year first above written.
OAKWOOD MORTGAGE INVESTORS, INC.
By: /s/ Douglas R. Muir
------------------------------
Name: Douglas R. Muir
Title: Vice President
OAKWOOD ACCEPTANCE CORPORATION
By: /s/ Douglas R. Muir
------------------------------
Name: Douglas R. Muir
Title: Vice President
CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION,
AS TRUSTEE
By: /s/ Judy A. Wisniewski
-------------------------------
Name: Judy A. Wisniewski
Title: Assistant Vice President
S-31
<PAGE>
STATE OF NORTH CAROLINA )
) s.
COUNTY OF GUILFORD )
The foregoing instrument was acknowledged before me in the County of
Guilford this 10th day of May, 1999 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 GUILFORD )
The foregoing instrument was acknowledged before me in the County of
Guilford this 10th day of May, 1999 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-32
<PAGE>
COMMONWEALTH OF PENNSYLVANIA )
) s.
CITY OF PHILADELPHIA )
The foregoing instrument was acknowledged before me in the City of
Philadelphia, this 13th day of May, 1999, by Judy Wisniewski, Assistant Vice
President of Chase Manhattan Trust Company, National Association, a national
banking association, on behalf of the association.
/s/ Joan F. Wilson
---------------------------
Notary Public
My Commission expires: 2/12/2001
S-33
<PAGE>
INDEX TO SCHEDULES AND EXHIBITS
SCHEDULE IA Contract Schedule
SCHEDULE IB Mortgage Loan Schedule
EXHIBIT A-1 Form of Class A-1 Certificate
EXHIBIT A-2 Form of Class A-2 Certificate
EXHIBIT A-3 Form of Class A-3 Certificate
EXHIBIT A-4 Form of Class A-4 Certificate
EXHIBIT 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-34
Exhibit 99.1
LIMITED GUARANTEE
-----------------
THIS LIMITED GUARANTEE (this "Limited Guarantee"), dated as of April 1,
1999, 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 Chase Manhattan Trust Company, National Association, a national
banking association, as trustee (the "Trustee") of OMI Trust 1999-B (the
"Trust").
RECITALS:
a. The Trust was formed pursuant to a Pooling and Servicing Agreement,
dated as of April 1, 1999, 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 (July 1998 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 1999-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
<PAGE>
Amount (and the amount thereof) for any Distribution Date before 1:00 p.m. New
York City time on the related Remittance Date, but subsequently so notifies the
Guarantor, then the Guarantor shall 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
-2-
<PAGE>
occurrence of any event except the occurrence on or before the applicable
Remittance Date of certain shortfalls in the collection of principal or interest
on the Assets giving rise to the existence of a Limited Guarantee Payment Amount
as of the corresponding Distribution Date, as set forth more particularly in the
Pooling and Servicing Agreement. The Guarantor hereby waives any right to
require that an action be brought against any person prior to discharging its
obligations hereunder. The Guarantor also waives all of its rights, powers and
benefits under N.C.G.S. ss.26-7 through ss.26-9.
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: Secretary
Acknowledged:
CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION, AS TRUSTEE
By: /s/ Judy A. Wisniewski [SEAL]
--------------------------------------
Name: Judy A. Wisniewski
Title: Assistant Vice President
-4-
