EXHIBIT 4.4
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OAKWOOD MORTGAGE INVESTORS, INC.,
OAKWOOD ACCEPTANCE CORPORATION
AND
CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION,
AS TRUSTEE
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AMENDMENT NO. 1 TO
SERIES 2000-B POOLING AND SERVICING AGREEMENT
Dated as of December 11, 2000
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OAKWOOD MORTGAGE INVESTORS, INC.,
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 2000-B
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AMENDMENT NO. 1 (the "Amendment") dated as of December 11, 2000 to the
Series 2000-B Pooling and Servicing Agreement, dated as of June 1, 2000 (the
"Series Agreement") among OAKWOOD MORTGAGE INVESTORS, INC., a North Carolina
corporation (the "Company"), OAKWOOD ACCEPTANCE CORPORATION, North Carolina
corporation, as servicer (the "Servicer"), and CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION, a national banking association, as trustee (the
"Trustee"). The Series Agreement, together with the Company's Standard Terms to
Pooling and Servicing Agreement, May 1999 Edition, as amended from time to time
(the "Standard Terms") are referred to herein as the "Pooling and Servicing
Agreement".
PRELIMINARY STATEMENT
Section 11.01 of the Standard Terms provides, inter alia, that the
Pooling and Servicing Agreement may be amended from time to time by the Company,
the Servicer, and the Trustee, without the consent of any of the
Certificateholders to make provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or matters arising with
respect to the Trust that are not covered by the Pooling and Servicing
Agreement; provided, that such action shall not affect adversely the interests
of any Certificateholder, as evidenced by an opinion of counsel independent from
the Company, the Servicer and the Trustee or a letter from each Rating Agency
from whom the Company requested a rating of any of the related Certificates
stating that such action will not result in a downgrading of the rating of any
of the related Certificates rated by such Rating Agency at the request of the
Company, as specified in section 11.01 of the Standard Terms.
All capitalized terms not otherwise defined herein are defined in the
Pooling and Servicing Agreement. All Article, Section or Subsection references
herein shall mean Article, Section or Subsections of the Pooling and Servicing
Agreement, except as otherwise provided herein.
SECTION 1. Amendment to Series Agreement.
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(a) Section 2. The definition of "Principal Distribution Tests" is
hereby amended by deleting the words "Certificate Principal
Balance of all the Certificates" in clause (b) thereof and
replacing such words with "Pool Scheduled Principal Balance."
(b) Section 2. The definition of "Rule 144A Certificates" is
hereby amended by deleting the words "Class B-2," therefrom.
(c) Section 11. Clause (d) in Section 11 of the Series Agreement
is hereby amended so that the first paragraph thereof is
replaced in its entirety with the following:
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Notwithstanding the foregoing, unless a Class B-2 Certificate
is transferred to an Affiliate of OMI or otherwise in
connection with a resecuritization transaction in a
transaction not involving any public offering (in which case
the foregoing shall apply), no Rule 144A Agreement, Transferee
Agreement or Opinion of Counsel shall be required in
connection with any Class B-2 Certificate and the transfer
restrictions contained below shall apply to the acquisition,
holding and disposition of all such Class B-2 Certificates by
the Beneficial Owners thereof.
SECTION 2. Counterparts.
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This Amendment 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 3. Governing Law.
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THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NORTH CAROLINA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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IN WITNESS WHEREOF, Oakwood Mortgage Investors, Inc., Oakwood
Acceptance Corporation and the Trustee have caused this Amendment to be duly
executed by their respective officers thereunto duly authorized as of the date
first above written.
OAKWOOD MORTGAGE INVESTORS,
INC.
By: /s/ Dennis Hazelrigg
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Name: Dennis Hazelrigg
Title: President
OAKWOOD ACCEPTANCE
CORPORATION, as Servicer
By:/s/ Douglas R. Muir
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Name: Douglas R. Muir
Title: Vice President
CHASE MANHATTAN TRUST
COMPANY, NATIONAL ASSOCIATION,
as Trustee
By:/s/ Judy A. Wisniewski
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Name: Judy A. Wisniewski
Title: Assistant Vice President
