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) September 9, 1999
-----------------
Oakwood Mortgage Investors, Inc.
--------------------------------
(Exact name of registrant as specified in charter)
Nevada 333-72621 88-0396566
------ --------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
101 Convention Center Drive, Suite 850, Las Vegas, Nevada 89109
---------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 949-0056
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events.
On September 9, 1999, the Registrant caused the issuance and sale of
$296,205,000 aggregate initial principal amount of Senior/Subordinated
Pass-Through Certificates, Series 1999-D (the "Certificates") pursuant to the
Series 1999-D Pooling and Servicing Agreement, dated as of August 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 (May 1999 Edition) (the "Standard Terms"). The Certificates
were issued in seven 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) $226,687,000
Class M-1........................... (2) $22,669,000
Class M-2........................... (3) $13,601,000
Class B-1........................... (4) $16,624,000
Class B-2........................... (5) $16,624,000
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 equal to the lesser of (i) 7.840% per annum
and (ii) the Weighted Average Net Asset Rate.
(2) The Pass-Through Rate on the Class M-1 Certificates for any
Distribution Date shall be equal to the lesser of (i) 8.000% 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) 9.190% 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) 7.000% 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) 6.000% per
annum and (b) the Weighted Average Net Asset Rate.
(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-D (the "Trust"), which consists primarily
of a pool of Assets transferred to the Trust by the Registrant pursuant to the
Pooling and Servicing Agreement. The Assets were purchased by the Registrant in
a privately-negotiated transaction with Oakwood Acceptance Corporation ("OAC")
pursuant to a Sales Agreement, dated as of August 1, 1999, between the
Registrant and OAC. Elections will be made to treat certain assets owned by the
Trust as "real
<PAGE>
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 M-1, Class M-2 and Class B-1 Certificates are
collectively referred to herein as the "Offered Certificates." The Offered
Certificates are senior to the Class B-2, Class X and Class R Certificates. The
Class A-1, Class M-1 and Class M-2 Certificates have been sold by the Registrant
to Credit Suisse First Boston Corporation and First Union Capital Markets Corp.
(the "Underwriters") pursuant to a Terms Agreement, dated as of September 3,
1999, among the Underwriters, the Registrant and OAC, which incorporates by
reference the Registrant's Underwriting Agreement Standard Provisions, May 1999.
The Class B-1, Class B-2, Class X and Class R Certificates have been transferred
to Oakwood Financial Corporation, a Nevada corporation ("OFC") and an affiliate
of the Registrant.
Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement or, if not defined in
the Pooling and Servicing Agreement, the meanings assigned to them in the
Standard Terms.
Item 7. Financial Statements, PRO FORMA Financial Information and
Exhibits.
(c) Exhibits.
1.1 Terms Agreement, dated September 3, 1999, among the
Registrant, Oakwood Acceptance Corporation, Credit Suisse
First Boston Corp. and First Union Capital Markets Corp., as
Underwriters, relating to the Offered Certificates (related
exhibits available upon request of the Registrant)
4.1 Copy of the Series 1999-D Pooling and Servicing Agreement,
dated as of August 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)
8.1 Tax Opinion of Messrs. Hunton & Williams
23.1 Consent of Messrs. Hunton & Williams (included in Exhibit 8.1)
<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.
September 9, 1999 OAKWOOD MORTGAGE INVESTORS, INC.
By: /s/ Dennis L. Hazelrigg
----------------------------
Name: Dennis L. Hazelrigg
Title: President
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
1.1 Terms Agreement, dated September 3, 1999, among the Registrant, Oakwood
Acceptance Corporation, Credit Suisse First Boston Corporation and
First Union Capital Markets Corp., as Underwriters, relating to the
Offered Certificates (related exhibits
available upon request of the Registrant).......................................... [Electronic Format]
4.1 Copy of the Series 1999-D Pooling and Servicing Agreement, dated as of
August 1, 1999, by and among the Registrant, Oakwood Acceptance
Corporation, as Servicer, and Chase Manhattan Trust Company, National
Association (related exhibits available
upon request of the Trustee)........................................................[Electronic Format]
8.1 Tax Opinion of Messrs. Hunton & Williams ...........................................[Electronic Format]
23.1 Consent of Messrs. Hunton & Williams (included in Exhibit 8.1)
</TABLE>
EXHIBIT 1.1
OAKWOOD MORTGAGE INVESTORS, INC.
SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES
1999-D TERMS AGREEMENT
Dated: September 3, 1999
To: Oakwood Mortgage Investors, Inc. (the "Company")
Oakwood Acceptance Corporation ("OAC")
Re: Underwriting Agreement Standard Provisions dated
May 1999 (the "Standard Provisions")
Series
Designation: Pass-Through Certificates, Series 1999-D, Classes A-1, M-1,
M-2, B-1, B-2, X and R (collectively, the "Certificates"). The
Classes A-1, M-1 and M-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 First Union Capital Markets Corp. (the
"Underwriters"), and the Underwriters hereby agree to purchase from the Company,
on September 3, 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 August 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 August 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 (May 1999 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 and adjustable 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 September 3, 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.
333-72621
SCHEDULED PRINCIPAL BALANCE OF ASSETS: $302,250,408
CUT-OFF DATE WITH RESPECT TO THE ASSETS: August 1, 1999.
2
<PAGE>
TERMS OF THE CERTIFICATES:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Class Initial Principal Pass-Through Ratings Purchase
Designation Amount Rate Moody's S&P Price
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
A-1 $226,687,000 (1) "Aaa" "AAA" 99.885093%
M-1 $ 22,669,000 (2) "Aa3" "AA" 96.813684%
M-2 $ 13,601,000 (3) "A2" "A" 96.756036%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Pass-Through Rate for the Class M-1 Certificates will equal the lesser
of 7.840% per annum and the Weighted Average Net Asset Rate.
(2) The Pass-Through Rate for the Class M-1 Certificates will equal the lesser
of 8.000% 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 9.190% per annum and the Weighted Average Net Asset Rate. If, on any
Distribution Date, the Weighted Net Asset Rate is less than 9.190%, the
amount of any shortfall plus interest accrued thereon will be carried
forward and distributed, subject to certain limitations, on such
Distribution Date or subsequent Distribution date
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, (the "Class A-1 Certificates") and the Class M-2 Certificates
will be subordinated to the Class A-1 Certificates and the Class M-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 July.
REMIC ELECTION: An election will be made to treat some or all of the
assets of the Trust as one or more real estate mortgage investment conduits for
federal income tax purposes (the "REMIC"). The Underwritten Certificates will be
designated as "regular interests" in the REMIC.
PURCHASE PRICE: The Underwriters have severally agreed to purchase the
Underwritten Certificates of each Class from the Company for the respective
purchase prices expressed in the table above as percentages of the 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.
3
<PAGE>
CLOSING DATE AND LOCATION: 10:00 a.m. Eastern Time on September 9,
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 Trust Company, National Association will
act as Trustee of the Trust.
BLUE SKY QUALIFICATIONS: The Underwriters specify no jurisdictions and
the parties do not intend to qualify the Underwritten Securities in any
jurisdiction. The Company has agreed to pay all costs and expenses incurred in
connection with the preparation of a blue sky survey to be delivered on or prior
to the Closing Date.
STATE TAX OPINIONS: The Company shall deliver to the Underwriters an
opinion of counsel pursuant to Section 6(d)(iii) of the Standard Provisions with
respect to the State of North Carolina and the Commonwealth of Pennsylvania.
BLACKOUT PERIOD: None.
APPLICABLE LAW: THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
5
<PAGE>
NOTICES: All communications hereunder will be in writing and effective
only upon receipt and will be mailed, delivered or telegraphed and confirmed to
the parties at:
Oakwood Mortgage Investors, Inc.
101 Convention Center Drive
Suite 850
Las Vegas, Nevada 89109
Attention: Monte L. Miller
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
Eleven Madison Avenue
5th Floor
New York, New York 10010
Attention: Fiachra O'Driscoll
First Union Capital Markets Corp.
301 South College Street, TW-09
Charlotte, NC 28288-0610
Attention: Shanker Merchant
REQUEST FOR OPINIONS: (a) The Company and OAC hereby request and
authorize Hunton & Williams, Kolesar & Leatham, Chtd. 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.
(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.
6
<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.
CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Fiachra O'Driscoll
----------------------------------
Name: Fiachra O'Driscoll
Title: Director
FIRST UNION CAPITAL MARKETS CORP.
By: /s/ Shanker Merchant
----------------------------------
Name: Shanker Merchant
Title: Managing Director
7
<PAGE>
Accepted and acknowledged
As of the Date First
Above Written:
OAKWOOD MORTGAGE INVESTORS, INC.
By: /s/ Monte L. Miller
-------------------------------
Name: Monte L. Miller
Title: Secretary
OAKWOOD ACCEPTANCE CORPORATION
By: /s/ Douglas R. Muir
-------------------------------
Name: Douglas R. Muir
Title: Vice President
8
<PAGE>
SCHEDULE A
Class A-1, Class M-1 and Class M-2 Certificates
<TABLE>
<CAPTION>
Class A-1 Class M-1
------------ -----------
<S> <C> <C>
Credit Suisse First Boston Corporation........................... $170,016,000 $17,002,000
First Union Capital Markets Corp. $ 56,671,000 $ 5,667,000
------------ -----------
Total........................................................... $226,687,000 $22,669,000
------------ -----------
Class M-2
-----------
Credit Suisse First Boston Corporation........................... $10,201,000
First Union Capital Markets Corp. $ 3,400,000
-----------
Total........................................................... $ 13,601,000
------------
</TABLE>
9
EXHIBIT 4.1
===========================================
OAKWOOD MORTGAGE INVESTORS, INC.,
OAKWOOD ACCEPTANCE CORPORATION
AND
CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION,
TRUSTEE
----------
SERIES 1999-D POOLING AND SERVICING AGREEMENT
DATED AS OF AUGUST 1, 1999
----------
OAKWOOD MORTGAGE INVESTORS, INC.
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 1999-D
===========================================
<PAGE>
THIS SERIES 1999-D POOLING AND SERVICING AGREEMENT, dated as of August
1, 1999, is made with respect to the formation of OMI Trust 1999-D (the "Trust")
among OAKWOOD MORTGAGE INVESTORS, INC., a Nevada 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, May
1999 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 $296,205,000, to be known as the Senior/Subordinated Pass-Through
Certificates, Series 1999-D (the "Certificates"). The Certificates consist of
seven 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 excluding the
Class M-2 Interest Shortfall Account and the right of the Class M-2 Certificates
to receive payments in respect of the Class M-2 Interest Shortfall Amount, 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 five 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 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
S-2
<PAGE>
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:
"Accelerated Principal Distribution Amount": With respect to any
Distribution Date, the positive difference, if any, between the Target
Overcollateralization Amount and the Current Overcollateralization Amount.
"Accrual Date": The Accrual Date shall be August 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
S-3
<PAGE>
the most recently preceding Distribution Date reduced by all Writedown Amounts
allocated to such Class on such Distribution Date.
"Adjusted Subaccount Principal Balance": With respect to each of the
Corresponding Subaccounts relating to the Subordinated Certificates, on any date
of determination, its Subaccount Principal Balance immediately following the
most recently preceding Distribution Date reduced by all Writedown Amounts
allocated to such Subaccount on such Distribution Date.
"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 Prepayment Period, and the denominator of which is the
Pool Scheduled Principal Balance for such Distribution Date.
"Book-Entry Certificates": The Class A-1, Class M and Class B-1
Certificates.
"Call Option Date": The Distribution Date on which, after taking into
account distributions of principal to be made on such Distribution Date, the
aggregate Certificate Principal Balance of the Certificates is less than 10% of
the sum of the original Certificate Principal Balance of the Certificates.
"Carryover Interest Distribution Amount": With respect to each Class of
Certificates, except the Class X Certificates and the Residual Certificates, and
each Distribution Date, all amounts that were distributable on such Class as
Interest Distribution Amounts and as Carryover Interest Distribution Amounts on
the previous Distribution Date but not previously distributed, together with
interest accrued on such amount at the Pass-Through Rate in effect for such
Class during the related Interest Accrual Period. With respect to each
Subaccount on each Distribution 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
S-4
<PAGE>
accrued on any such amount during the related Interest Accrual Period at the
then applicable Pass-Through Rate.
"Class A-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 Certificate Principal Balance of the Class A-1
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-1 Principal Distribution Amount": For any Distribution Date,
will equal (i) prior to the Cross-over Date, the entire Principal Distribution
Amount (ii) on any Distribution Date as to which the Principal Distribution
Tests are not met, the entire Principal Distribution Amount, or (iii) on any
other Distribution Date, the Class A-1 Percentage of the Principal Distribution
Amount. For any Distribution Date, if the Class A-1 Principal Distribution
Amount exceeds the Class A-1 Certificate Principal Balance less the Principal
Distribution Shortfall Carryover Amount with respect to such Class and
Distribution Date, then such excess amount shall be allocated to the Class M-1
Principal Distribution Amount.
"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
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 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 M-1 Certificate Principal Balance and the Class M-2
Certificate Principal Balance each have been reduced to zero, the Principal
Distribution Amount, or (iv) on any other Distribution Date, the Class B-1
Percentage of the Principal Distribution Amount. For any Distribution Date, if
the Class B-1 Principal Distribution Amount exceeds the Class B-1 Certificate
Principal Balance less the Principal Distribution Shortfall Carryover Amount
with respect to such Class and Distribution Date, then such excess amount shall
be allocated to the Class B-2 Principal Distribution Amount.
"Class B-2 Floor Amount": With respect to any Distribution Date, either
(a) 1.50% of the aggregate principal balance of the Pool Scheduled Principal
Balance as of the Cut-off Date, if the
S-5
<PAGE>
Class A-1 Certificate Principal Balance, the Class M-1 Certificate Principal
Balance, the Class M-2 Certificate Principal Balance and the Class B-1
Certificate Principal Balance have not been reduced to zero immediately prior to
such Distribution Date, and (b) zero, if the Class A-1 Certificate Principal
Balance, the Class M-1 Certificate Principal Balance, the Class M-2 Certificate
Principal Balance and the Class B-1 Certificate Principal Balance have been
reduced to zero immediately prior to such Distribution Date.
"Class B-2 Percentage": With respect to any Distribution Date, the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the 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
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, (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 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 M-1
Certificate Principal Balance, the Class M-2 Certificate Principal Balance and
the Class B-1 Certificate Principal Balance each have been reduced to zero, the
Principal Distribution Amount, or (iv) on any other Distribution Date, the Class
B-2 Percentage of the Principal Distribution Amount. If the Class A-1
Certificate Principal Balance, the Class M-1 Certificate Principal Balance, the
Class M-2 Certificate Principal Balance and the Class B-1 Certificate Principal
Balance have not been reduced to zero on or before a Distribution Date, then
amounts otherwise allocable as Class B-2 Principal Distribution Amounts shall be
allocated first to the Class B-1 Principal Distribution Amount, next to the
Class M-2 Principal Distribution Amount, then to the Class M-1 Principal
Distribution Amount, then to the Class A-1 Principal Distribution Amount, and
finally to the Class B-2 Principal Distribution Amount, to the extent that
allocation of such amounts to the Class B-2 Principal Distribution Amount would
reduce the Class B-2 Certificate Principal Balance below the Class B-2 Floor
Amount. If the Class A-1 Certificate Principal Balance, the Class M-1
Certificate Principal Balance, the Class M-2 Certificate Principal Balance and
the Class B-1 Certificate Principal Balance have not been reduced to zero on or
before a Distribution Date, then amounts otherwise allocable as Class B-2
Principal Distribution Amounts shall be allocated first to the Class B-1
Principal Distribution Amount, next to the Class M-2 Principal Distribution
Amount, then to the Class M-1 Principal Distribution Amount, then to the Class
A-1 Principal Distribution Amount, and finally to the Class B-2 Principal
Distribution Amount, to the extent that allocation of such amounts to the Class
B-2 Principal Distribution Amount would reduce the sum of the Current
Overcollateralization Amount and the Class B-2 Certificate Principal Balance
below the Total Floor Amount. On any Distribution Date, the Class B-2 Principal
Distribution Amount shall not exceed the Class B-2 Certificate Principal Balance
less the Principal Distribution Shortfall Carryover Amount with respect to such
Class and such Distribution Date.
"Class M Certificates": The Class M-1 and Class M-2 Certificates.
S-6
<PAGE>
"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 has not
been reduced to zero and prior to the Cross-over Date, zero, (ii) on any
Distribution Date as to which the Principal Distribution Tests are not met and
the Class A-1 Certificate Principal Balance has not been reduced to zero, zero,
(iii) on any Distribution Date as to which the Principal Distribution Tests are
not met and the Class A-1 Certificate Principal Balance has been reduced to
zero, the Principal Distribution Amount, or (iv) on any other Distribution Date,
the Class M-1 Percentage of the Principal Distribution Amount. For any
Distribution Date, if the Class M-1 Principal Distribution Amount exceeds the
Class M-1 Certificate Principal Balance less the Principal Distribution
Shortfall Carryover Amount with respect to such Class and Distribution Date,
then such amounts shall be allocated to the Class M-2 Principal Distribution
Amount.
"Class M-2 Interest Shortfall Account": The account maintained pursuant
to Section 6, which shall not be an asset of either the Pooling REMIC or the
Issuing REMIC.
"Class M-2 Interest Shortfall Amount": For any Distribution Date and to
the extent of available Class X Strip Amounts, an amount equal to the positive
difference between (i) interest accrued on the class M-2 certificates during the
related Interest Accrual Period at a rate of 9.190% on the certificate balance
immediately following the most recently preceding distribution date, reduced by
all Writedown Amounts allocated on that distribution date, plus any interest
amounts remaining unpaid from a previous distribution date, and interest accrued
on this amount during the related Interest Accrual Period, at a rate equal to
9.190%, and (ii) interest accrued on the class M-2 certificates during the
related Interest Accrual Period at the then-applicable Pass-Through Rate on the
certificate balance immediately following the most recently preceding
distribution date, reduced by all Writedown Amounts allocated on that
distribution date, plus any interest amounts remaining unpaid from a previous
distribution date, and interest accrued on this amount during the related
Interest Accrual Period, at the then applicable Pass-Through Rate.
"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, and the
Class M-1 Certificate Principal Balance
S-7
<PAGE>
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, 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-1
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 Class M-2 Percentage of the Principal Distribution
Amount. For any Distribution Date, if the Class M-2 Principal Distribution
Amount exceeds the Class M-2 Certificate Principal Balance less the Principal
Distribution Shortfall Carryover Amount with respect to such Class and
Distribution Date, then such amounts shall be allocated to the Class B-1
Principal Distribution Amount.
"Class 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.
"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-1, 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-1, Class M and Class B Subaccounts. Solely for the purposes
of those calculations, the Pass-Through Rates of the Class A-1, Class M and
Class B Subaccounts shall be the Pass-Through Rates on the respective
Corresponding Certificates.
"Closing Date": September 9, 1999.
"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.
S-8
<PAGE>
"Cross-over Date": The later to occur of (a) the Distribution Date
occurring in March 2004 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 Current Overcollateralization
Amount, for such Distribution Date and the denominator of which is the Pool
Scheduled Principal Balance on such Distribution Date, equals or exceeds 1.855
times the percentage equivalent of a fraction (which shall not be greater than
1) the numerator of which is the sum of the initial aggregate Adjusted
Certificate Principal Balance of the Subordinated Certificates and the Current
Overcollateralization Amount as of the Cut-off Date and the denominator of which
is the Pool Scheduled Principal Balance as of the Cut-off Date.
"Cumulative Realized Losses": With respect to any Distribution Date,
the aggregate Realized Losses incurred on the Assets during the period from the
Cut-off Date through the end of the related Prepayment Period.
"Current Overcollateralization Amount": As of any Distribution Date,
the positive difference, if any, between the Scheduled Principal Balance of the
Assets and the Certificate Principal Balance of all then outstanding Classes of
Certificates.
"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": August 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.
"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 Deficiency Amount": With respect to the Class M-1
Certificates, the Class M-2 Certificates, Class B-1 Certificates or the Class
B-2 Certificates and any Distribution Date, the sum of any of the Interest
Distribution Amount, Carryover Interest Distribution Amount, Writedown Interest
Distribution Amount and Carryover Writedown Interest Distribution Amount for
such Class that would remain unpaid after application of the Available
Distribution Amount in accordance with Sections 5(a) hereof.
"Interest Deficiency Withdrawal": With respect to any Distribution Date
and the:
S-9
<PAGE>
(i) Class M-1 Certificates, the lesser of (A) the applicable
Interest Deficiency Amount, (B) the positive difference, if any, between
$453,380.00 and the sum of all previous Interest Deficiency Withdrawals made
with respect to the Class M-1 Certificates and (C) the amount remaining on
deposit in the Certificate Account after withdrawal of the Remittance Amount and
amounts withdrawn therefrom pursuant to Section 4.03(1) through (4) of the
Standard Terms;
(ii) Class M-2 Certificates, the lesser of (A) the applicable
Interest Deficiency Amount, (B) the positive difference, if any, between
$312,482.98 and the sum of all previous Interest Deficiency Withdrawals made
with respect to the Class M-2 Certificates and (C) the amount remaining on
deposit in the Certificate Account after withdrawal of the Remittance Amount and
amounts withdrawn therefrom pursuant to Section 4.03(1) through (4) of the
Standard Terms; and
(iii) Class B-1 Certificates, the lesser of (A) the applicable
Interest Deficiency Amount, (B) the positive difference, if any, between
$290,920.00 and the sum of all previous Interest Deficiency Withdrawals made
with respect to the Class B-1 Certificates and (C) the amount remaining on
deposit in the Certificate Account after withdrawal of the Remittance Amount and
amounts withdrawn therefrom pursuant to Section 4.03(1) through (4) of the
Standard Terms.
(iv) Class B-2 Certificates, the lesser of (A) the applicable
Interest Deficiency Amount, (B) the positive difference, if any, between
$249,360.00 and the sum of all previous Interest Deficiency Withdrawals made
with respect to the Class B-2 Certificates and (C) the amount remaining on
deposit in the Certificate Account after withdrawal of the Remittance Amount and
amounts withdrawn therefrom pursuant to Section 4.03(1) through (4) of the
Standard Terms.
"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-1
Certificates or the Class A-1 Subaccounts, the Certificate Principal Balance of
such Class or the Subaccount Principal Balance of such Subaccount, respectively,
immediately prior to that Distribution Date and (ii) in the case of the
Subordinated Certificates or the Corresponding Subaccounts, on the Adjusted
Certificate Principal Balance of such Class or the Subaccount Principal Balance
of such Subaccount, respectively, immediately prior to that Distribution Date.
"Issuing REMIC": The Trust REMIC consisting of the Subaccounts.
"Issuing REMIC Residual Interest": The residual interest (as defined in
Code section 860G(a)(2)) in the Issuing REMIC.
"Non-Priority Interest Distribution Amount": For any Subaccount, on any
Distribution Date, an amount equal to the positive difference, if any, between
(i) the related Interest Distribution
S-10
<PAGE>
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.
"Overcollateralization Reduction Amount": With respect to each
Distribution Date, the positive difference, if any, between the Current
Overcollateralization Amount and the Target Overcollateralization Amount;
provided, however, that if on any Distribution Date the Principal Distribution
Tests are not satisfied, then the Overcollateralization Reduction Amount shall
equal zero.
"Pass-Through Rate": With respect to each Class of Certificates (except
the Class X Certificates and the Residual Certificates) on any Distribution
Date, the per annum rate for such Class set forth in the table in Section 3
hereof. With respect to any Subaccount on any Distribution Date, the then
applicable Weighted Average Net Asset Rate.
"Pooling REMIC": The Trust REMIC consisting of the Assets and the
Distribution Account.
"Pooling REMIC Residual Interest": The residual interest (as defined in
Code section 860G(a)(2)) in the Pooling REMIC.
"Principal Distribution Shortfall Carryover Amount": With respect to
each Distribution Date and each Class of Certificates, an amount equal to all
Principal Distribution Amounts distributable on such Class from previous
Distribution Dates that have not yet been distributed on such Class of
Certificates. With respect to each Distribution Date and each Corresponding
Subaccount, an amount equal to all Principal Distribution Amounts distributable
on the Corresponding Certificates from previous Distribution Dates that have not
yet been distributed on such Corresponding Certificates.
"Principal Distribution Tests": With respect to each Distribution Date:
(a) the Average Sixty-Day Delinquency Ratio as of such Distribution Date does
not exceed 5.5%; (b) the Cumulative Realized Losses as of such Distribution Date
do not exceed an amount equal to the percentage set forth below of the initial
aggregate Certificate Principal Balance of all the Certificates:
S-11
<PAGE>
Distribution Dates Percentage
------------------ ----------
March 2004 through August 2005 7.0%
September 2005 through August 2006 8.0%
September 2006 through December 2008 9.5%
March 2008 and after 10.5%
; and (c) the Current Realized Loss Ratio as of such Distribution Date does not
exceed 3.00%.
"Priority Interest Distribution Amount": For any Subaccount, on any
Distribution Date, an amount equal to the Interest Distribution Amount for the
Corresponding Certificates.
"Private Certificates": The Class B-2 Certificates, Class X
Certificates and Residual Certificates.
"Qualified Bidders": Firms and institutions that are engaged in the
business of buying and selling manufactured housing paper.
"Rating Agency": Each of Standard & Poor's Ratings Services, a division
of The McGraw-Hill Companies, Inc. (55 Water Street, New York, New York 10041),
and Moody's Investors Service, Inc. (99 Church Street, New York, New York
10004).
"Regular Certificates": The Class A-1 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 B-2, Class X and Residual
Certificates.
"Servicing Fee Rate": 1.00% per annum.
"Subaccount": Each of the following five 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 blow:
S-12
<PAGE>
<TABLE>
<CAPTION>
INITIAL
SUBACCOUNT
SUBACCOUNT PASS-THROUGH RATE PRINCIPAL BALANCE
---------- ----------------- -----------------
<S> <C> <C>
A-1 (1) $226,687,000
M-1 (1) $ 22,669,000
M-2 (1) $ 13,601,000
B-1 (1) $ 16,624,000
B-2 (1) $ 16,624,000
</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 November 15, 2029
M-1 November 15, 2029
M-2 November 15, 2029
B-1 November 15, 2029
B-2 November 15, 2029
</TABLE>
For purposes of Treasury Regulation ss.1.860G-1(a)(4), the latest possible
maturity date for each of the Subaccounts shall be its final Scheduled
Distribution Date as set forth above.
"Subaccount Principal Balance": With respect to each Subaccount, on any
date of determination, the amount identified as the "Initial Subaccount
Principal Balance" of such Subaccount in the definition of "Subaccount" above,
minus all amounts allocated to such Subaccount in reduction of its Subaccount
Principal Balance pursuant to Sections 5(a) and 7 hereof.
"Subordinated Certificates": The Class M-1, Class M-2, Class B-1, Class
B-2, Class X and Residual Certificates.
"Target Overcollaterization Amount": With respect to (i) any
Distribution Date prior to the Cross-over Date, shall equal 2% of the Scheduled
Principal Balance of the Assets as of the Cut-off Date, and (ii) for any other
Distribution Date, shall equal the lesser of (x) 2.00% of the Pool Scheduled
Principal Balance of the Assets as of the Cut-off Date, and (y) 3.50% of the
then current Scheduled Principal Balance of the Assets; provided, however, that
in no event shall the Target Overcollateralization Amount be less than the
greater of (i) 0.50% of the Scheduled Principal Balance of the Assets as of the
Cut-off Date or (ii) a percentage of the Pool Scheduled Principal Balance of the
Assets that, when summed with a percentage equal to a fraction the numerator of
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<PAGE>
which is the current principal balance of the Class B-2 Certificates and the
denominator of which is equal to the Pool Scheduled Principal Balance as of the
Cut-off Date, equals the Total Floor Amount.
"Total Floor Amount": With respect to any Distribution Date, either (a)
2.00% of the aggregate principal balance of the Pool Scheduled Principal Balance
as of the Cut-off Date, if (1) the Class A-1 Certificate Principal Balance, the
Class M-1 Certificate Principal Balance, the Class M-2 Certificate Principal
Balance and the Class B-1 Certificate Principal Balance have not been reduced to
zero immediately prior to such Distribution Date and (2) the sum of the Current
Overcollateralization Amount and the B-2 Floor Amount is less than 2% of the
Pool Scheduled Principal balance of the assets as of the Cut-off Date, and (b)
zero, if the Class A-1 Certificate Principal Balance, the Class M-1 Certificate
Principal Balance, the Class M-2 Certificate Principal Balance and the Class B-1
Certificate Principal Balance have been reduced to zero immediately prior to
such Distribution Date.
"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-D (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 First Union
Capital Markets Corp. (whose address is 301 South College Street, Charlotte,
North Carolina 28288).
"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.
S-14
<PAGE>
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
$296,205,000, except for Certificates executed and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Certificates pursuant
to Sections 5.04 or 5.07 of the Standard Terms. The Certificates shall be issued
in seven Classes having the designations, initial Certificate Principal
Balances, Pass-Through Rates and Final Scheduled Distribution Dates set forth or
described below:
<TABLE>
<CAPTION>
INITIAL FINAL
CERTIFICATE SCHEDULED
PRINCIPAL PASS THROUGH DISTRIBUTION
DESIGNATION BALANCE RATE DATE(8)
- ----------- ------- ---- -------
<S> <C> <C> <C>
A-1 $226,687,000 (1) November 15, 2029
M-1 $ 22,669,000 (2) November 15, 2029
M-2 $ 13,601,000 (3) November 15, 2029
B-1 $ 16,624,000 (4) November 15, 2029
B-2 $ 16,624,000 (5) November 15, 2029
X (6) (6) November 15, 2029
R (7) (7) November 15, 2029
</TABLE>
(1) The Pass-Through Rate on the Class A-1 Certificates for any
Distribution Date shall be equal to the lesser of (i) 7.840% per annum
and (ii) the Weighted Average Net Asset Rate of the Assets.
(2) The Pass-Through Rate on the Class M-1 Certificates for any
Distribution Date shall be equal to the lesser of (i) 8.000% 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) 9.190% 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) 7.000% 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 the lesser of (i) 6.000% per annum
and (ii) the Weighted Average Net Asset Rate of the Assets
(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
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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.
(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, to the Class A-1 Subaccount, (A) first, its Priority
Interest Distribution Amount for such Distribution Date, and (B)
second, the related Carryover Interest Distribution Amount for such
Distribution Date, if any;
(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;
(v) Fifth, to the Class B-2 Subaccount, (A) first, the related Priority
Interest Distribution Amount for such Distribution Date, and (B)
second, any related Carryover Interest Distribution Amount for such
Distribution Date;
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(vi) Sixth, to the Class A-1 Subaccount, the related Principal
Distribution Shortfall Carryover Amount for the Class A-1 Subaccount,
if any, for such Distribution Date, until thee Class A-1 Certificate
Principal Balance has been reduced to zero;
(vii) Seventh, to the Class A-1 Subaccount, the Class A-1 Principal
Distribution Amount, until the Class A-1 Certificate Principal Balance
has been reduced to zero;
(viii) Eighth, to the Class M-1 Subaccount, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B)
second, any related Carryover Writedown Interest Distribution Amount
for such Distribution Date, (C) third, the related Principal
Distribution Shortfall Carryover Amount for the Class M-1 Subaccount,
if any, for such Distribution Date, and (D) fourth, the Class M-1
Principal Distribution Amount, in reduction of the Subaccount Principal
Balance of such Class, until the Class M-1 Certificate Principal
Balance is reduced to zero;
(ix) Ninth, to the Class M-2 Subaccount, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B)
second, any related Carryover Writedown Interest Distribution Amount
for such Distribution Date, (C) third, the related Principal
Distribution Shortfall Carryover Amount for the Class M-2 Subaccount,
if any, for such Distribution Date, and (D) fourth, the Class M-2
Principal Distribution Amount, in reduction of the Subaccount Principal
Balance of such Class, until the Class M-2 Certificate Principal
Balance is reduced to zero;
(x) Tenth, to the Class B-1 Subaccount, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B)
second, any related Carryover Writedown Interest Distribution Amount
for such Distribution Date, (C) third, the related Principal
Distribution Shortfall Carryover Amount for the Class B-1 Subaccount,
if any, for such Distribution Date, and (D) fourth, the Class B-1
Principal Distribution Amount, in reduction of the Subaccount Principal
Balance of such Class, until the Class B-1 Certificate Principal
Balance is reduced to zero;
(xi) Eleventh, to the Class B-2 Subaccount, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B)
second, any related Carryover Writedown Interest Distribution Amount
for such Distribution Date, (C) third, the related Principal
Distribution Shortfall Carryover Amount for the Class B-2 Subaccount,
if any, for such Distribution Date, and (D) fourth, the Class B-2
Principal Distribution Amount, in reduction of the Subaccount Principal
Balance of such Class, until the Class B-2 Certificate Principal
Balance is reduced to zero;
(xii) Twelfth, if Oakwood Acceptance Corporation is the Servicer, to
the Servicer in the following order: first, 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
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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:
(i) First, to the Class A-1 Certificates, (A) first, its Interest Distribution
Amount for such Distribution Date, and (B) second, the related Carryover
Interest Distribution Amount, if any, for such Distribution Date;
(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, sequentially, (A) first, for deposit in the Class M-2 Interest
Shortfall Account, the Class X Strip Amounts, in an amount equal to (i) the
Class M-2 Interest Shortfall Amount for such Distribution Date plus, but not in
duplication, (ii) any Class M-2 Interest Shortfall Amount remaining unpaid from
any previous Distribution Date, (B) second, to the Class M-2 Certificates, the
Class M-2 Interest Shortfall Amount for such Distribution Date, and (C) third,
to the Class M-2 Certificates, any related Class M-2 Interest Shortfall Amount
remaining unpaid from any previous Distribution Date;
(v) Fifth, 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;
(vi) Sixth, 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;
(vii) Seventh, to the Class A-1 Certificates, the Principal Distribution
Shortfall Carryover Amount for the Class A-1 Certificates, if any, for such
Distribution Date;
(viii) Eighth, to the Class A-1 Certificates, the Class A-1 Percentage of the
Class A-1 Principal Distribution Amount in reduction of their Certificate
Principal Balance, until reduced to zero;
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(ix) Ninth, 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;
(x) Tenth, 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;
(xi) Eleventh, 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;
(xii) Twelfth, to the Class B-2 Certificates, (A) first, any related Writedown
Interest Distribution Amount for such Distribution Date, (B) second, any related
Carryover Writedown Interest Distribution Amount for such Distribution Date, (C)
third, the related Principal Distribution Shortfall Carryover Amount for the
Class B-2 Certificates, if any, for such Distribution Date, and (D) fourth, the
Class B-2 Principal Distribution Amount, in reduction of the Certificate
Principal Balance of such Class, until it is reduced to zero;
(xiii) Thirteenth, sequentially, to the Class A-1, Class M-1, Class M-2, Class
B-1 and Class B-2 Certificates, the Accelerated Principal Distribution Amount
for such Distribution Date, in reduction of the Certificate Principal Balance of
each class until such balance has been reduced to zero.
(xiv) Fourteenth, to the Class X Certificates (in each case, less amounts
deposited to the Class M-2 Interest Shortfall Account on such Distribution
Date), in the following sequential order:
(A) the current Class X Strip Amount; and
(B) any Class X Carryover Strip Amount;
(xv) Fifteenth, to the Class X Certificates, any amounts remaining in the Class
M-2 Interest Shortfall Account after all payments made pursuant to clause
(iv)(B) and (c) above; and
(xvi) Finally, any remainder to the holders of the Issuing REMIC Residual
Interest.
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(c) On each Distribution Date for which the applicable Remittance
Report indicates that one or more Interest Deficiency Withdrawals is required,
after making the withdrawals and applications described in Section 5.02(a) and
(b), the Trustee (or the Paying Agent on behalf of the Trustee) shall withdraw
from the Certificate Account and allocate the Interest Deficiency Withdrawal,
based upon the information set forth in the related Remittance Report, in the
following manner and in the following order of priority:
(i) to the Class M-1 Subaccount, the Interest Deficiency
Withdrawal for such Class, if any;
(ii) to the Class M-2 Subaccount, the Interest Deficiency
Withdrawal for such Class, if any;
(iii) to the Class B-1 Subaccount, the Interest Deficiency
Withdrawal for such Class, if any; and
(iv) to the Class B-2 Subaccount, the Interest Deficiency
Withdrawal for such Class, if any; and
(v) Finally, any remainder to Holders of the Pooling REMIC
Residual Interest.
(d) On each Distribution Date, after all Subaccount allocations have
been made as described in Section 5(c) above, the Trustee (or the Paying Agent
on behalf of the Trustee) shall withdraw all amounts allocated to the various
Subaccounts pursuant to Section 5(c) above, and shall distribute such amounts in
the following manner and in the following order of priority all in accordance
with the related Remittance Report:
(i) to the Class M-1 Certificates, the Interest Deficiency
Withdrawal for such Class, if any;
(ii) to the Class M-2 Certificates, the Interest Deficiency
Withdrawal for such Class, if any;
(iii) to the Class B-1 Certificates, the Interest Deficiency
Withdrawal for such Class, if any; and
(iv) to the Class B-2 Certificates, the Interest Deficiency
Withdrawal for such Class, if any; and
(v) Finally, any remainder to the holders of the Issuing REMIC
Residual Interest.
(e) 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
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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-1, Class M or Class B Certificates
issued after the Closing Date in certificated, fully-registered form, the
registered owner of Class A-1, 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.
(f) (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. ESTABLISHMENT OF CLASS M-2 INTEREST SHORTFALL ACCOUNT.
No later than the Closing Date, the Trustee will establish and maintain
the Class M-2 Interest Shortfall Account as a non-interest bearing trust
account. The Class M-2 Interest Shortfall Account shall be an Eligible Account.
For federal income tax purposes, the holders of the Class X Certificates will be
treated as the owners of the Class M-2 Interest Shortfall Account and the
Trustee and the holders of the Class X Certificates shall treat amounts
distributed by the Issuing REMIC to the Class M-2 Interest Shortfall Account as
having been distributed with respect to the Class X Certificates and as reducing
the Class X Strip Amount. Distributions to the holders of the Class X
Certificates out of the Class M-2 Interest Shortfall Account shall not be
considered to be distributions from either the Pooling REMIC or the Issuing
REMIC. The parties hereto intend and agree, to treat the Class M-2 Interest
Shortfall Account as an arrangement described in Treasury Regulations Section
1.61-13(b); provided, that if the Internal Revenue Service does not permit such
treatment, the parties hereto intend and agree, that solely for federal and, to
the extent applicable, state and local tax purposes, (i) if the Class X
Certificates are held by a single Holder, that the assets and liabilities of the
Class M-2 Interest
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Shortfall Account be treated solely for federal income tax purposes as assets
and liabilities of the Class X Certificateholder pursuant to Treasury
Regulations Section 301.7701-3(b)(ii), and (ii) if the Class X Certificates are
held by more than one Holder, the Class M-2 Interest Shortfall Account be
treated solely for federal income tax purposes as a partnership pursuant to
Treasury Regulations Section 301.7701-3(b)(ii), in which event each Class X
Certificateholder, including all successors to the original Class X
Certificateholder, irrevocably elects under Section 761 of the Code to exclude
the Class M-2 Interest Shortfall Account from the application of Subchapter K of
the Code. The Trustee shall separately report to any Class X Certificateholders
amounts deposited into and paid to Class X Certificateholders from the Class M-2
Interest Shortfall Account. Amounts on deposit in the Class M-2 Interest
Shortfall Account shall not be reinvested.
SECTION 7. ALLOCATION OF WRITEDOWN AMOUNTS.
On each Distribution Date, after all required distributions have been
made on the Certificates pursuant to Section 5 above, the Writedown Amount, if
any, shall be allocated on such Distribution Date in the following manner and in
the following order of priority:
(a) First, to the Class B-2 Subaccount, to be applied in reduction of
the Adjusted Subaccount Principal Balance of such Subaccount, until the
Adjusted Subaccount Principal Balance has been reduced to zero;
(b) Second, to the Class B-1 Subaccount, to be applied in reduction of
the Adjusted Subaccount Principal Balance of such Subaccount, until the
Adjusted Subaccount Principal Balance has been reduced to zero;
(c) Third, to the Class M-2 Subaccount, to be applied in reduction of
the Adjusted Subaccount Principal Balance of such Subaccount, until the
Adjusted Subaccount Principal Balance has been reduced to zero; and
(d) Finally, to the Class M-1 Subaccount, to be applied in reduction of
the Adjusted Subaccount Principal Balance of such Subaccount, until the
Adjusted Subaccount Principal Balance has been reduced to zero.
(e) Writedown Amounts allocated to the Class B-2, Class B-1, Class M-2
and Class M-1 Subaccounts pursuant to this Section 7 shall be allocated
to the Class B-2, Class B-1, Class M-2 and Class M-1 Certificates,
respectively, until the Adjusted Certificate Principal Balance of each
such Class has been reduced to zero.
SECTION 8. 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
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Corresponding Subaccount) and the Carryover Interest Distribution
Amount, as well as any Writedown Interest Distribution Amount and any
Carryover Writedown Interest Distribution Amount, for each Class of the
Certificates for such Distribution Date, and the amount of interest of
each such category to be distributed on each such Class based upon the
Available Distribution Amount for such Distribution Date;
(2) the amount to be distributed on such Distribution Date on each Class of
the Certificates to be applied to reduce the Certificate Principal
Balance of such Class (which will be equal to the amount to be
allocated on such Distribution Date on the Corresponding Subaccount to
be applied to reduce the Subaccount Principal Balance of such
Subaccount), separately identifying any portion of such amount
attributable to any prepayments, the amount to be distributed to reduce
the Principal Distribution Shortfall Carryover Amount on each such
Class based upon the Available Distribution Amount for such
Distribution Date and separately identifying any Accelerated Principal
Distribution Amount to be distributed on the Certificates, the Current
Overcollateralization Amount and the Target Overcollateralization
Amount.
(3) the aggregate amount, if any, to be distributed on the Residual
Certificates;
(4) the Class M-2 Interest Shortfall Amount;
(5) 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;
(6) the Certificate Principal Balance of each Class of the Certificates
(which will be equal to the Subaccount Principal Balance of the
Corresponding Subaccount) and the Adjusted Certificate Principal
Balance of each Class of the Offered Subordinated Certificates (which
will be equal to the Adjusted Subaccount Principal Balance of the
Corresponding Subaccount) after giving effect to the distributions to
be made (and any Writedown Amounts to be allocated) on such
Distribution Date;
(7) the aggregate Interest Distribution Amount remaining unpaid, if any,
and the aggregate Carryover Interest Distribution Amount remaining
unpaid, if any, for each Class of Certificates (which will be equal to
the Priority Interest Distribution Amount and Carryover Interest
Distribution Amount remaining unpaid on the Corresponding Subaccount),
after giving effect to all distributions to be made on such
Distribution Date;
(8) the aggregate Writedown Interest Distribution Amount remaining unpaid,
if any, and the aggregate Carryover Writedown Interest Distribution
Amount remaining unpaid, if any, for each Class of Certificates (which
will be equal to such amounts remaining unpaid on the Corresponding
Subaccount), after giving effect to all distributions to be made on
such Distribution Date; and
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(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-1, 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 this Trust only.
(a) Section 1.01 of the Standard Terms is hereby amended as follows:
(i) the definition of "Available Distribution Amount" is
hereby amended by deleting the definition thereof and
replacing such definition in its entirety as follows:
"Available Distribution Amount": For each
Distribution Date for a Series of Certificates, the
amount on deposit in the related Distribution Account
at the commencement of business on such Distribution
Date, less the amounts distributable from the
Distribution Account in accordance with clauses (1)
through (4) of Section 4.03(a) hereof and the
Interest Deficiency
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Amount or portion thereof, if any, paid from
collections on the preceding Distribution Date.
(ii) 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;
(iii) the definition of "Principal Distribution Amount" is
hereby amended by adding the phrase "less (e) the
Overcollateralization Reduction Amount" after the
final parenthetical therein.
(iv) the definition of "Record Date" is hereby amended by
deleting the definition thereof and replacing such
definition in its entirety as follows:
"Record Date": With respect to each
Distribution Date, the last Business Day of the month
immediately preceding the month in which such
Distribution Date occurs, except that the record date
for the September 15, 1999 distribution will be
September 9, 1999.
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; provided, however, that the Class M-2 Certificates will
represent beneficial ownership of a "regular interest" and the right to receive
the Class M-2 Interest Shortfall Amounts. 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.
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(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 pay Compensating Interest or make Advances.
(b) If the Trustee receives bids from at least two Qualified Bidders
and the net proceeds of the highest bid are equal to or greater than the
Termination Price, the Trustee shall promptly advise the Servicer of the highest
bid and the terms of purchase, and the Servicer shall have three Business Days,
at its option, to match the terms of such bid. The Trustee shall thereafter sell
the Assets, REO Properties and Repo Properties either (i) to the Servicer, if it
shall so elect, or (ii) to the highest bidder, and in either case the Trustee
shall distribute the net proceeds of such sale in redemption of the Certificates
in compliance with Article IX of the Standard Terms and Section 5 hereof. Any
such sale must also comply with the requirements applicable to a Terminating
Purchase set forth in Section 9.02 of the Standard Terms.
(c) Any costs incurred by the Trustee in connection with such sale
(including without limitation any legal opinions or consents required by Section
9.02 of the Standard Terms) shall be deducted from the bid price of the Assets,
REO Properties and Repo Properties in determining the net proceeds therefrom.
(d) If the Trustee does not obtain bids from at least two Qualified
Bidders, or does not receive a bid such that the net proceeds therefrom would at
least equal the Termination Price, it shall not sell the Assets, REO Properties
and Repo Properties, and shall thereafter have no obligation to attempt to sell
same.
(e) The Servicer shall cooperate with and provide necessary information
to the Trustee in connection with any auction sale as described herein.
S-26
<PAGE>
SECTION 13. VOTING RIGHTS.
The Voting Rights applicable to the Certificates shall be allocated
0.5% to the Class R Certificates, 0.5% to the Class X Certificates and 99% to
the other Certificates in proportion with their respective Certificate Principal
Balance.
SECTION 14. [RESERVED]
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-27
<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/ Dennis W. Hazelrigg
--------------------------------
Name: Dennis W. Hazelrigg
Title: 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-28
<PAGE>
STATE OF ARIZONA )
) s.
COUNTY OF MARICOPA )
The foregoing instrument was acknowledged before me in the County of
Maricopa this 30th day of August 1999 by Dennis W. Hazelrigg, President of
Oakwood Mortgage Investors, Inc., a Nevada corporation, on behalf of the
corporation.
Carmen Y. Northrup
--------------------
Notary Public
My Commission expires: 10/14/02
------------
S-29
<PAGE>
STATE OF NORTH CAROLINA )
) s.
COUNTY OF GUILFORD )
The foregoing instrument was acknowledged before me in the County of
Guilford this _9th___ day of September 1999 by Douglas R. Muir, Vice President
of Oakwood Acceptance Corporation, a North Carolina corporation, on behalf of
the corporation.
Dena B. Cardwell
---------------------
Notary Public
My Commission expires: 11-30-2000
------------
S-30
<PAGE>
COMMONWEALTH OF PENNSYLVANIA )
) s.
CITY OF PHILADELPHIA )
The foregoing instrument was acknowledged before me in the City of
Philadelphia, this _26th__ day of August 1999, by Judy Wisniewski, Assistant
Vice President of Chase Manhattan Trust Company, National Association, a
national banking association, on behalf of the association.
Joan F. Wilson
----------------------
Notary Public
My Commission expires: 02/12/01
------------
S-31
<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 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-32
Exhibit 8.1
[Hunton & Williams Letterhead]
September 9, 1999
Oakwood Mortgage Investors, Inc.
101 Convention Center Drive, Suite 850
Las Vegas, Nevada 89109
Credit Suisse First Boston Corporation
11 Madison Avenue
New York, New York 10010
First Union Capital Markets Corp.
301 South College Street
Charlotte, North Carolina 28288
Oakwood Mortgage Investors, Inc.
Senior/Subordinated Pass-Through Certificates
Series 1999-D
Ladies and Gentlemen:
We have acted as tax counsel for Oakwood Mortgage Investors,
Inc., a Nevada corporation ("OMI"), in connection with the formation of the OMI
Trust 1999-D (the "Trust") and the issuance of $296,205,000 initial principal
balance of Senior/Subordinated Pass-Through Certificates (the "Certificates"),
which represent beneficial ownership interests in the Trust and consist of the
Class A-1, Class M-1, Class M-2, Class B-1, Class B-2, Class X, and Class R
Certificates. The Certificates represent the entire beneficial ownership
interest in the Trust and are being issued pursuant to a Pooling and Servicing
Agreement, dated as of August 1, 1999, among OMI, Oakwood Acceptance
Corporation, a North Carolina corporation ("OAC"), and Chase Manhattan Trust
Company, National Association, as trustee (the "Trustee"), which incorporates by
reference the Standard Terms to Pooling and Servicing Agreement, May 1999
Edition (together, the "Pooling and Servicing Agreement"). Any capitalized term
used and not defined herein shall have the meaning assigned to it in the Pooling
and Servicing Agreement.
The assets of the Trust consist primarily of the Contracts,
the Mortgage Loans, and certain other accounts. The Contracts and the Mortgage
Loans were acquired by OMI from OAC pursuant to a sales agreement between OMI
and OAC dated as of August 1, 1999 (the "Sales Agreement"). Pursuant to the
Pooling and Servicing Agreement, elections will be made for two identified
groups of the assets of the Trust to be treated as separate real estate mortgage
investment conduits ("REMICs") for federal income tax purposes. One such group
of assets (the
<PAGE>
Oakwood Mortgage Investors, Inc.
Credit Suisse First Boston Corporation
First Union Capital Markets Corp.
September 9, 1999
Page 2
"Pooling Assets") consists principally of the Contracts, the Mortgage Loans, and
the Distribution Account. The other such group of assets (the "Issuing Assets")
consists of the five Subaccounts. Neither the Class M-2 Interest Shortfall
Account nor the rights of the holders of the Class M-2 Certificates to receive
the Class M-2 Interest Shortfall Amounts will constitute assets of either REMIC.
We have reviewed the originals or copies of (i) OMI's
registration statement on Form S-3 (No. 333-72621) (the "Registration
Statement"); (ii) the Articles of Incorporation, by-laws, and other corporate
documents of OMI; (iii) the prospectus supplement for the Class A-1, Class M-1,
Class M-2 and Class B-1 Certificates (the "Offered Certificates") dated August
27, 1999, together with the base prospectus dated August 27, 1999 (collectively,
the "Prospectus"); (iv) the Pooling and Servicing Agreement; (v) the Sales
Agreement; and (vi) such other documents as we have deemed necessary or
appropriate as a basis for the opinions set forth below.
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that the statements and legal conclusions
contained in the Prospectus under the caption "Federal Income Tax Consequences"
and in the Prospectus Supplement under the caption "Summary of Terms - Federal
Income Tax Consequences" are correct in all material respects, and the
discussion thereunder fairly summarizes the federal income tax considerations
that are likely to be material to investors in the Offered Certificates. Also
based on the foregoing and subject to the qualifications stated herein, we are
of the opinion that if (i) OMI, OAC, the Trustee, and the other parties to the
issuance transaction comply (without waiver) with all of the provisions of the
Pooling and Servicing Agreement and the other documents prepared and executed in
connection with such transaction, (ii) the Certificates are issued as described
in the Prospectus, and (iii) elections properly are made and filed for each of
the Pooling Assets and the Issuing Assets to be treated as a separate REMIC
pursuant to Section 860D of the Code, the Pooling Assets and the Issuing Assets
will qualify as separate REMICs (the "Pooling REMIC" and the "Issuing REMIC,"
respectively), the Subaccounts will be considered the "regular interests" in the
Pooling REMIC, the Class A-1, Class M-1, Class B-1, Class B-2 and Class X
Certificates will be considered the "regular interests" in the Issuing REMIC,
the Class M-2 Certificates will represent beneficial ownership of a "regular
interest" in the Issuing REMIC and the right to receive the Class M-2 Interest
Shortfall Amounts, and the Class R Certificates will represent the "residual
interest" in each of the Pooling REMIC and the Issuing REMIC on the date of
issuance thereof and thereafter, assuming continuing compliance with the REMIC
Provisions.
You should be aware that the above opinions represent our
conclusions as to the application of existing law to the transaction described
above. There can be no assurance that contrary positions will not be taken by
the Internal Revenue Service or that the law will not change.
<PAGE>
Oakwood Mortgage Investors, Inc.
Credit Suisse First Boston Corporation
First Union Capital Markets Corp.
September 9, 1999
Page 3
North Carolina may have jurisdiction to tax the Pooling REMIC
and the Issuing REMIC at the entity level. North Carolina generally conforms its
income tax laws to the federal income tax laws with certain special provisions
and exceptions. We are of the opinion that neither the Pooling REMIC nor the
Issuing REMIC will be subject to North Carolina income tax except to the extent
that it is subject to federal income tax (e.g., in the case of a prohibited
transaction). We also are of the opinion that neither the Pooling REMIC nor the
Issuing REMIC will be subject to North Carolina franchise tax, but the Secretary
of Revenue may require that each such REMIC register to maintain such exemption.
We assume that any required registrations will be properly made if and when
requested by the Secretary of Revenue. Furthermore, we are of the opinion that
neither the Pooling REMIC nor the Issuing REMIC will be subject to any other
North Carolina taxes, except for taxes such as sales and use taxes, property (ad
valorem) taxes and transfer (real estate conveyance) taxes that may apply to the
acquisition, holding, use, sale or other disposition of real or personal
(including certain intangible) property by such REMICs. These opinions are based
on our interpretation of existing law, but there can be no assurance that such
law will not be modified or that a contrary position will not be taken by the
North Carolina Department of Revenue.
No opinion has been sought and none has been given concerning
(i) the tax consequences of the transaction under the laws of any state other
than North Carolina or (ii) the tax consequences of the acquisition, ownership,
or disposition of the Certificates under federal law or the laws of any state.
We hereby consent to the filing of this opinion under cover of
Form 8-K to be incorporated by reference as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are in the category
of persons whose consent is required by Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations promulgated thereunder by the
Securities and Exchange Commission.
Very truly yours,
/s/ Hunton & Williams
