Exhibit 4.1
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OAKWOOD MORTGAGE INVESTORS, INC.,
OAKWOOD ACCEPTANCE CORPORATION, LLC
AND
JPMORGAN CHASE BANK,
TRUSTEE
__________
SERIES 2002-A POOLING AND SERVICING AGREEMENT
Dated as of February 1, 2002
__________
OAKWOOD MORTGAGE INVESTORS, INC.
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 2002-A
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Table of Contents
Page
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SECTION 1. STANDARD TERMS................................................................. 2
SECTION 2. DEFINED TERMS.................................................................. 3
SECTION 3. CERTIFICATES, SUBACCOUNTS AND SUBSIDIARY INTERESTS............................. 19
SECTION 4. DENOMINATIONS.................................................................. 23
SECTION 5. DISTRIBUTIONS.................................................................. 23
SECTION 6. GUARANTEE...................................................................... 29
SECTION 7. ESTABLISHMENT OF CERTIFICATEHOLDERS' INTEREST CARRYOVER ACCOUNT................ 30
SECTION 8. SERVICING TRANSITION ACCOUNT................................................... 31
SECTION 9. ALLOCATION OF WRITEDOWN AMOUNTS................................................ 31
SECTION 10. PRE-FUNDING ACCOUNT............................................................ 32
SECTION 11. CAPITALIZED INTEREST ACCOUNT................................................... 33
SECTION 12. REMITTANCE REPORTS............................................................. 35
SECTION 13. LIMITED RIGHT OF SERVICER TO RETAIN SERVICING FEES FROM COLLECTIONS............ 36
SECTION 14. DETERMINATION OF ONE-MONTH LIBOR............................................... 37
SECTION 15. REMIC ADMINISTRATION........................................................... 38
SECTION 16. OPTIONAL TERMINATION AND AUCTION CALL.......................................... 39
SECTION 17. CONCERNING THE CONTRACT OF INSURANCE HOLDER.................................... 40
SECTION 18. VOTING RIGHTS.................................................................. 42
SECTION 19. TRUSTEE CERTIFICATION.......................................................... 42
SECTION 20. AMENDMENTS TO THE STANDARD TERMS............................................... 42
SECTION 21. GOVERNING LAW.................................................................. 46
SECTION 22. FORMS OF CERTIFICATES.......................................................... 46
SECTION 23. COUNTERPARTS................................................................... 46
SECTION 24. ENTIRE AGREEMENT............................................................... 46
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THIS SERIES 2002-A POOLING AND SERVICING AGREEMENT, dated as of
February 1, 2002, is made with respect to the formation of OMI Trust 2002-A (the
"Trust") among OAKWOOD MORTGAGE INVESTORS, INC., a Nevada corporation ("OMI"),
OAKWOOD ACCEPTANCE CORPORATION, LLC, a Delaware limited liability company ("OAC"
and, in its capacity as servicer, the "Servicer"), and JPMORGAN CHASE BANK, a
New York banking corporation, as trustee (the "Trustee"), under this Agreement
and the Standard Terms to Pooling and Servicing Agreement, September 2001
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 $147,803,000 without regard to the notional principal balance of the
Class A-IO Certificates (defined below), to be known as the Senior/Subordinated
Pass-Through Certificates, Series 2002-A (the "Certificates"). The Certificates
consist of eleven Classes that in the aggregate evidence the entire beneficial
ownership interest in the Trust.
In accordance with Section 10.01 of the Standard Terms, the Trustee
will make an election to treat all of the assets of the Trust (except the
Pre-Funding Account, the Capitalized Interest Account, the Certificateholders'
Interest Carryover Account, the Servicing Transition Account, and the
Certificate Account), as three real estate mortgage investment conduits (each, a
"REMIC" and, individually, the "Pooling REMIC," the "Intermediate REMIC" and the
"Issuing REMIC") for federal income tax purposes. The Pooling REMIC will consist
of the Distribution Account and the Assets listed on the Asset Schedules
attached as Schedule I and Schedule II hereto. The Intermediate REMIC will
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consist of the uncertificated Subsidiary Interests designated as provided
herein. The Issuing REMIC will consist of the 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
this 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 the following to make distributions on the Certificates as specified herein
(collectively referred to herein as the "Trust Estate"):
(a) the Contracts listed in Schedule IA and Schedule IIA hereto and the
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Mortgage Loans (together with the Contracts, the "Assets") listed in Schedule IB
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and Schedule IIB hereto,
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(Schedule IA and Schedule IB shall be collectively referred to herein as
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"Schedule I", and Schedule IIA and Schedule IIB shall be collectively referred
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to herein as "Schedule II"), including the Subsequent Assets transferred to the
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trust from time to time, 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 the respective
sellers on or prior to the applicable Cut-off Date, and Principal Prepayments,
Net Insurance Proceeds, Net Liquidation Proceeds, Repurchase Prices and other
unscheduled collections received on the Assets on and after the applicable
Cut-off Date;
(b) the security interests in the Manufactured Homes, Mortgaged
Properties and Real Properties granted by the Obligors pursuant to the related
Assets;
(c) all funds, other than investment earnings, relating to the
Pre-Funding Account, to the assets on deposit in the Capitalized Interest
Account, the Certificateholders' Interest Carryover Account, the Servicing
Transition Account, the Certificate Account or the Distribution Account for the
Certificates and all proceeds thereof, whether in the form of cash, instruments,
securities or other properties;
(d) any and all rights, privileges and benefits accruing to OMI
under the Sales Agreement and the Servicer's Representations Agreement with
respect to the Assets (provided that OMI shall retain its rights to
indemnification from the Seller under such Sales Agreement and the Servicer's
Representations 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).
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.
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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
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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.
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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
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Distribution Date, the positive difference, if any, between the Target
Overcollateralization Amount and the Current Overcollateralization Amount.
"Accrual Date": The Accrual Date shall be (i) with respect to the Class
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A-1 Certificates, the Closing Date, and (ii) with respect to all other Classes
of Certificates, February 1, 2002.
"Adjusted Certificate Principal Balance": With respect to each Class of
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Subordinated Certificates on any date of determination, its Certificate
Principal Balance immediately following the most recently preceding Distribution
Date reduced by all Writedown Amounts allocated to such Class on such
Distribution Date.
"Adjusted Subaccount Principal Balance": With respect to each of the
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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.
"Adjusted Weighted Average Net Asset Rate": For any Distribution Date,
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a fraction expressed as a percentage, (a) the numerator of which is the sum of
(i) the Weighted Average Net Asset Rate multiplied by the Subsidiary Interest
Principal Balance of the Class S-1 Interest and (ii) the Weighted Average Net
Asset Rate multiplied by the aggregate Subsidiary Interest Principal Balance of
the Class S-2 Interests, less (iii) (A) 6.00% (six hundred basis points)
multiplied by the sum of the Subsidiary Interest Principal Balance of the
(1) Class S-2(1) Interest through and including the May 2002 Distribution Date,
(2) Class S-2(2) Interest through and including the August 2002 Distribution Date,
(3) Class S-2(3) Interest through and including the November 2002 Distribution Date,
(4) Class S-2(4) Interest through and including the February 2003 Distribution Date,
(5) Class S-2(5) Interest through and including the May 2003 Distribution Date,
(6) Class S-2(6) Interest through and including the August 2003 Distribution Date,
(7) Class S-2(7) Interest through and including the November 2003 Distribution Date,
(8) Class S-2(8) Interest through and including the February 2004 Distribution Date,
(9) Class S-2(9) Interest through and including the May 2004 Distribution Date,
(10) Class S-2(10) Interest through and including the August 2004 Distribution Date,
(11) Class S-2(11) Interest through and including the November 2004 Distribution Date,
(12) Class S-2(12) Interest through and including the February 2005 Distribution Date,
(13) Class S-2(13) Interest through and including the May 2005 Distribution Date,
(14) Class S-2(14) Interest through and including the August 2005 Distribution Date,
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(15) Class S-2(15) Interest through and including the November 2005 Distribution Date,
(16) Class S-2(16) Interest through and including the February 2006 Distribution Date,
(17) Class S-2(17) Interest through and including the May 2006 Distribution Date,
(18) Class S-2(18) Interest through and including the August 2006 Distribution Date,
(19) Class S-2(19) Interest through and including the November 2006 Distribution Date,
(20) Class S-2(20) Interest through and including the February 2007 Distribution Date,
(21) Class S-2(21) Interest through and including the May 2007 Distribution Date,
(22) Class S-2(22) Interest through and including the August 2007 Distribution Date,
(23) Class S-2(23) Interest through and including the November 2007 Distribution Date,
(24) Class S-2(24) Interest through and including the February 2008 Distribution Date,
(25) Class S-2(25) Interest through and including the May 2008 Distribution Date,
(26) Class S-2(26) Interest through and including the August 2008 Distribution Date,
(27) Class S-2(27) Interest through and including the November 2008 Distribution Date,
(28) Class S-2(28) Interest through and including the February 2009 Distribution Date,
(29) Class S-2(29) Interest through and including the May 2009 Distribution Date,
(30) Class S-2(30) Interest through and including the August 2009 Distribution Date,
(31) Class S-2(31) Interest through and including the November 2009 Distribution Date,
and
(32) Class S-2(32) Interest through and including the February 2010 Distribution Date,
and (B) 0% after the February 2010 Distribution Date, and (b) the denominator of
which is the sum of the Subsidiary Interest Principal Balances of the Class S-1
and Class S-2 Interests.
"Average Sixty-Day Delinquency Ratio": With respect to any Distribution
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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
Mortgaged Property has been repossessed or foreclosed upon but not yet disposed
of, but exclusive of the Pooled Certificates) 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. For purposes of this definition only, the Pool Scheduled
Principal Balance shall be calculated as of the close of the related Collection
Period.
"Book-Entry Certificates": The Class A, Class M and Class B
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Certificates.
"Call Option Date": Any Distribution Date occurring on or after the
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Distribution Date on or after the later of (a) 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 initial aggregate Certificate
Principal Balance of the Certificates and (b) February 2010.
"Capitalized Interest Amount": $277,100, as adjusted from time to time
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pursuant to Section 11 hereof.
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"Capitalized Interest Account": The account so designated and
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established pursuant to Section 11 hereof, which shall not be an asset of any of
the Pooling REMIC, the Intermediate REMIC or the Issuing REMIC.
"Capitalized Interest Account Distribution Date": Any or all, as
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appropriate, of the Distribution Dates occurring during the Pre-Funding Period
and on the Distribution Date immediately following the Pre-Funding Period.
"Capitalized Interest Account Withdrawal Amount": On each Capitalized
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Interest Account Distribution Date, the lesser of (i) the then remaining
Capitalized Interest Amount, and (ii) the positive difference, if any, between
(x) the amount necessary to make all distributions required under Section
5(b)(i)-(v) herein, and (y) the Available Distribution Amount for such
Distribution Date (calculated without reference to the Capitalized Interest
Account Withdrawal Amount for purposes hereof).
"Carryover Interest Distribution Amount": With respect to each Class of
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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. With respect to each
Class of Subsidiary Interests on each Distribution Date, all amounts that were
allocable to such Subsidiary Interests as Interest Distribution Amounts on the
previous Distribution Date but not previously distributed, together with
interest accrued on any such amount at the Weighted Average Net Asset Rate.
"Carryover Non-Priority Interest Distribution Amount": For any
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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
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each Distribution Date and each Class of Subordinated Certificates (other than
the Class X and Class R Certificates) or Subaccounts, all amounts that were
distributable on such Class or Subaccount as Writedown Interest Distribution
Amounts and Carryover Writedown Interest Distribution Amounts on the previous
Distribution Date but not previously distributed, plus interest accrued on any
such amount during the related Interest Accrual Period at the then applicable
Pass-Through Rate.
"Certificateholders' Interest Carryover Account": The account
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maintained pursuant to Section 7 hereof, which shall not be an asset of any of
the Pooling REMIC, the Intermediate REMIC or the Issuing REMIC.
"Claims Administrator": The Servicer, or any successor thereof.
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"Class A Certificates": The Class A-1, Class A-2, Class A-3, Class
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A-4, and Class A-IO Certificates.
"Class A Percentage": With respect to each Distribution Date, the
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percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the Certificate Principal Balance of the Class A
Certificates (not including the Class A-IO Certificates) immediately prior to
such Distribution Date and the denominator of which is the aggregate Certificate
Principal Balances for all Classes of Certificates (other than the Class A-IO
Certificates), as reduced by all Writedown Amounts, immediately prior to such
Distribution Date.
"Class A Principal Distribution Amount": For any Distribution Date,
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will equal (i) prior to the Cross-over Date, the entire Principal Distribution
Amount, (ii) on any Distribution Date as to which the Principal Distribution
Tests are not met, the entire Principal Distribution Amount, or (iii) on any
other Distribution Date, the Class A Percentage of the Principal Distribution
Amount, subject to increase as described in the last sentence of the definition
of "Class B-2 Principal Distribution Amount." For any Distribution Date, if the
Class A Principal Distribution Amount exceeds the Class A Certificate Principal
Balance less the Principal Distribution Shortfall Carryover Amount with respect
to such Class and Distribution Date, then such excess amount shall be allocated
to the Class M-1 Principal Distribution Amount.
"Class A Subaccounts": Any or all, as appropriate, of the Class A-1,
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Class A-2, Class A-3, Class A-4, and Class A-IO Subaccounts.
"Class A-IO Notional Principal Balance": For any Distribution Date, an
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amount equal to (a) through and including the Distribution Date in February
2010, the lesser of (i) the Class A-IO Scheduled Notional Principal Balance and
(ii) the Pool Scheduled Principal Balance, and (b) thereafter, zero.
"Class A-IO Scheduled Notional Principal Balance": For any
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Distribution Date, the Class A-IO Notional Principal Balance as
reflected on the Class A-IO Scheduled Notional Principal Balance Schedule.
"Class A-IO Scheduled Notional Principal Balance Schedule":
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Schedule III annexed hereto.
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"Class B Certificates": The Class B-1 Certificates and Class B-2
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Certificates.
"Class B Subaccounts": Any or all, as appropriate, of the Class B-1 or
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Class B-2 Subaccounts.
"Class B-1 Percentage": With respect to each Distribution Date, the
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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 aggregate Certificate Principal Balance for all Classes of
Certificates (other than the Class A-IO Certificates), as reduced by all
Writedown Amounts, immediately prior to such Distribution Date.
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"Class B-1 Principal Distribution Amount": For any Distribution Date will
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equal (i) as long as the Class A-1 Certificate Principal Balance, the Class A-2
Certificate Principal Balance, the Class A-3 Certificate Principal Balance, the
Class A-4 Certificate Principal Balance, the Class M-1 Certificate Principal
Balance and the Class M-2 Certificate Principal Balance have not been reduced to
zero and prior to the Cross-over Date, zero, (ii) on any Distribution Date as to
which the Principal Distribution Tests are not met and the Class A-1 Certificate
Principal Balance, the Class A-2 Certificate Principal Balance, the Class A-3
Certificate Principal Balance, the Class A-4 Certificate Principal Balance, the
Class M-1 Certificate Principal Balance and the Class M-2 Certificate Principal
Balance have not been reduced to zero, zero, (iii) on any Distribution Date as
to which the Principal Distribution Tests are not met and the Class A-1
Certificate Principal Balance, the Class A-2 Certificate Principal Balance, the
Class A-3 Certificate Principal Balance, the Class A-4 Certificate Principal
Balance, the Class M-1 Certificate Principal Balance and the Class M-2
Certificate Principal Balance each have been reduced to zero, the Principal
Distribution Amount, or (iv) on any other Distribution Date, the Class B-1
Percentage of the Principal Distribution Amount (subject to increase as
described in sections (c) and (d) of the definition of "Class B-2 Principal
Distribution Amount") and the Class B-2 Percentage of the Principal Distribution
Amount (subject to decrease as described in sections (c) and (d) of the
definition of "Class B-2 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 Certificateholders' Interest Carryover Amount": For the Class
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B-2 Certificates on any Distribution Date and to the extent of available Class X
Strip Amounts and Class X Carryover Strip Amounts, the sum of (i) if on that
Distribution Date the Pass-Through Rate for such Class of Certificates is based
upon the Adjusted Weighted Average Net Asset Rate, the positive difference of
(A) the amount of interest on the sum of the Interest Computational Components
that the Class B-2 Certificates would be entitled to receive on such
Distribution Date had interest been calculated at a rate equal to 8.85% per
annum, over (B) the amount of interest on the sum of the Interest Computational
Components that the Class B-2 Certificates will receive on such Distribution
Date at the Adjusted Weighted Average Net Asset Rate, plus (ii) the unpaid
portion of any such excess from prior Distribution Dates (and interest thereon
at the Pass-Through Rate for the Class B-2 Certificates, without giving effect
to the cap of the Adjusted Weighted Average Net Asset Rate). No Class B-2
Certificateholders' Interest Carryover Amount shall be paid after the Class
Principal Balance of the Class B-2 Certificates is reduced to zero.
"Class B-2 Floor Amount": With respect to any Distribution Date, either (a)
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1.00% of the Pool Scheduled Principal Balance as of the Cut-off Date, if the
Class A-1 Certificate Principal Balance, the Class A-2 Certificate Principal
Balance, the Class A-3 Certificate Principal Balance, the Class A-4 Certificate
Principal Balance, the Class M-1 Certificate Principal Balance, the Class M-2
Certificate Principal Balance and the Class B-1 Certificate Principal Balance
have not been reduced to zero immediately prior to such Distribution Date, and
(b) zero, if the Class A-1 Certificate Principal Balance, the Class A-2
Certificate Principal Balance, the Class A-3 Certificate Principal Balance, the
Class A-4 Certificate Principal Balance, the Class M-1 Certificate Principal
Balance, the Class M-2 Certificate Principal Balance and the
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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
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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 aggregate Certificate
Principal Balance for all Classes of Certificates (other than the Class A-IO
Certificates), as reduced by all Writedown Amounts, immediately prior to such
Distribution Date.
"Class B-2 Principal Distribution Amount":
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(a) For any Distribution Date will equal (i) as long as the Class A-1
Certificate Principal Balance, the Class A-2 Certificate Principal Balance, the
Class A-3 Certificate Principal Balance, the Class A-4 Certificate Principal
Balance, the Class M-1 Certificate Principal Balance, the Class M-2 Certificate
Principal Balance and the Class B-1 Certificate Principal Balance have not been
reduced to zero and prior to the Cross-over Date, zero, (ii) on any Distribution
Date as to which the Principal Distribution Tests are not met and the Class A-1
Certificate Principal Balance, the Class A-2 Certificate Principal Balance, the
Class A-3 Certificate Principal Balance, the Class A-4 Certificate Principal
Balance, the Class M-1 Certificate Principal Balance, the Class M-2 Certificate
Principal Balance and the Class B-1 Certificate Principal Balance have not been
reduced to zero and prior to the Cross-over Date, zero, (iii) on any
Distribution Date as to which the Principal Distribution Tests are not met and
the Class A-1 Certificate Principal Balance, the Class A-2 Certificate Principal
Balance, the Class A-3 Certificate Principal Balance, the Class A-4 Certificate
Principal Balance, the Class M-1 Certificate Principal Balance, the Class M-2
Certificate Principal Balance and the Class B-1 Certificate Principal Balance
each have been reduced to zero, the Principal Distribution Amount, (iv) on any
Distribution Date as to which the Class B-1 Certificate Principal Balance has
not been reduced to zero, zero, or (v) on any other Distribution Date, the Class
B-2 Percentage of the Principal Distribution Amount. On any Distribution Date,
the Class B-2 Principal Distribution Amount shall not exceed the Class B-2
Certificate Principal Balance less the Principal Distribution Shortfall
Carryover Amount with respect to such Class and such Distribution Date.
(b) If the Class A-1 Certificate Principal Balance, the Class A-2
Certificate Principal Balance, the Class A-3 Certificate Principal Balance, the
Class A-4 Certificate Principal Balance, the Class M-1 Certificate Principal
Balance, the Class M-2 Certificate Principal Balance and the Class B-1
Certificate Principal Balance have not been reduced to zero 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, then to the Class M-2 Principal Distribution Amount, then
to the Class M-1 Principal Distribution Amount, then to the Class A 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.
(c) If the Class A-1 Certificate Principal Balance, the Class A-2
Certificate Principal Balance, the Class A-3 Certificate Principal Balance, the
Class A-4 Certificate Principal Balance,
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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 the amounts otherwise allocable to
the Class B-2 Principal Distribution Amount shall be allocated first to the
Class B-1 Principal Distribution Amount, next to the Class M-2 Principal
Distribution Amount, next to the Class M-1 Principal Distribution Amount, next
to the Class A Principal Distribution Amount, and finally to the Class B-2
Principal Distribution Amount, to the extent that allocation of these amounts to
the Class B-2 Principal Distribution Amount would reduce the sum of the Class
B-2 Certificate Principal Balance and the Current Overcollateralization Amount
below the Total Floor Amount.
"Class M Certificates": The Class M-1 and Class M-2 Certificates.
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"Class M Subaccounts": Any or all, as appropriate, of the Class M-1 or
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Class M-2 Subaccounts.
"Class M-1 Percentage": With respect to any Distribution Date, the
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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
aggregate Certificate Principal Balance for all Classes of Certificates (other
than the Class A-IO Certificates), as reduced by all Writedown Amounts,
immediately prior to such Distribution Date.
"Class M-1 Principal Distribution Amount": For any Distribution Date will
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equal (i) as long as the Class A-1 Certificate Principal Balance, the Class A-2
Certificate Principal Balance, the Class A-3 Certificate Principal Balance, and
the Class A-4 Certificate Principal Balance have not been reduced to zero, and
prior to the Cross-over Date, zero, (ii) on any Distribution Date as to which
the Principal Distribution Tests are not met and the Class A-1 Certificate
Principal Balance, the Class A-2 Certificate Principal Balance, the Class A-3
Certificate Principal Balance, and the Class A-4 Certificate Principal Balance
have not been reduced to zero, zero, (iii) on any Distribution Date as to which
the Principal Distribution Tests are not met and the Class A-1 Certificate
Principal Balance, the Class A-2 Certificate Principal Balance, the Class A-3
Certificate Principal Balance and the Class A-4 Certificate Principal Balance
each have 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, in any case subject to increase as described in sections
(c) and (d) of the definition of "Class B-2 Principal Distribution Amount." For
any Distribution Date, if the Class M-1 Principal Distribution Amount exceeds
the Class M-1 Certificate Principal Balance less the Principal Distribution
Shortfall Carryover Amount with respect to such Class and Distribution Date,
then such amounts shall be allocated to the Class M-2 Principal Distribution
Amount.
"Class M-2 Percentage": With respect to any Distribution Date, the
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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
aggregate Certificate Principal Balance for all Classes of Certificates (other
than the Class A-IO Certificates), as reduced by all Writedown Amounts,
immediately prior to such Distribution Date.
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"Class M-2 Principal Distribution Amount": For any Distribution Date will
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equal (i) as long as the Class A-1 Certificate Principal Balance, the Class A-2
Certificate Principal Balance, the Class A-3 Certificate Principal Balance and
the Class A-4 Certificate Principal Balance and the Class M-1 Certificate
Principal Balance have not been reduced to zero and prior to the Cross-over
Date, zero, (ii) on any Distribution Date as to which the Principal Distribution
Tests are not met and the Class A-1 Certificate Principal Balance, the Class A-2
Certificate Principal Balance, the Class A-3 Certificate Principal Balance and
the Class A-4 Certificate Principal Balance and the Class M-1 Certificate
Principal Balance have not been reduced to zero, zero, (iii) on any Distribution
Date as to which the Principal Distribution Tests are not met and the Class A-1
Certificate Principal Balance, the Class A-2 Certificate Principal Balance, the
Class A-3 Certificate Principal Balance and the Class A-4 Certificate Principal
Balance and the Class M-1 Certificate Principal Balance each have been reduced
to zero, the Principal Distribution Amount, or (iv) on any other Distribution
Date, the Class M-2 Percentage of the Principal Distribution Amount, in any case
subject to increase as described in sections (c) and (d) of the definition of
"Class B-2 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 each of the Pooling REMIC Residual Interest, the
Intermediate REMIC Residual Interest and the Issuing REMIC Residual Interest.
"Class R-1 Certificates": Following the division of the Class R
----------------------
Certificates into three separately transferable, certificated and fully
registered certificates in accordance with Section 15(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 three separately transferable, certificated and fully
registered certificates in accordance with Section 15(b) hereof, the Class R-2
Certificates, which will represent the Intermediate REMIC Residual Interest.
"Class R-3 Certificates": Following the division of the Class R
----------------------
Certificates into three separately transferable, certificated and fully
registered certificates in accordance with Section 15(b) hereof, the Class R-3
Certificates, which will represent the Pooling REMIC Residual Interest.
"Class S-1 Interest," "Class S-2(1) Interest," "Class S-2(2) Interest,"
------------------ --------------------- ---------------------
"Class S-2(3) Interest," "Class S-2(4) Interest," "Class S-2(5) Interest,"
--------------------- --------------------- ---------------------
"Class S-2(6) Interest," "Class S-2(7) Interest," "Class S-2(8) Interest,"
--------------------- --------------------- ---------------------
"Class S-2(9) Interest," "Class S-2(10) Interest," "Class S-2(11) Interest,"
--------------------- ---------------------- ----------------------
"Class S-2(12) Interest," "Class S-2(13) Interest," "Class S-2(14) Interest,"
---------------------- ---------------------- ----------------------
"Class S-2(15) Interest," "Class S-2(16) Interest," "Class S-2(17) Interest,"
---------------------- ---------------------- ----------------------
"Class S-2(18) Interest," "Class S-2(19) Interest," "Class S-2(20) Interest,"
---------------------- ---------------------- ----------------------
"Class S-2(21) Interest," "Class S-2(22) Interest," "Class S-2(23) Interest,"
---------------------- ---------------------- ----------------------
"Class S-2(24) Interest," "Class S-2(25) Interest," "Class S-2(26) Interest,"
---------------------- ---------------------- ----------------------
"Class S-2(27) Interest," "Class S-2(28) Interest," "Class S-2(29) Interest,"
---------------------- ---------------------- ----------------------
"Class S-2(30) Interest," "Class S-2(31) Interest" or "Class S-2(32) Interest":
---------------------- ---------------------- ----------------------
means,
10
respectively, a regular interest in the Pooling REMIC which is held as an asset
of the Intermediate REMIC, is entitled to monthly distributions as provided in
Section 3 hereof, and has the Subsidiary Interest Principal Balance and bears
interest at the Pass-Through Rate specified in Section 3 hereof.
"Class S-2 Interest": Any of the Class S-2(1) Interest, Class S-2(2)
------------------
Interest, Class S-2(3) Interest, Class S-2(4) Interest, Class S-2(5) Interest,
Class S-2(6) Interest, Class S-2(7) Interest, Class S-2(8) Interest, Class
S-2(9) Interest, Class S-2(10) Interest, Class S-2(11) Interest, Class S-2(12)
Interest, Class S-2(13) Interest, Class S-2(14) Interest, Class S-2(15)
Interest, Class S-2(16) Interest, Class S-2(17) Interest, Class S-2(18)
Interest, Class S-2(19) Interest, Class S-2(20) Interest, Class S-2(21)
Interest, Class S-2(22) Interest, Class S-2(23) Interest, Class S-2(24)
Interest, Class S-2(25) Interest, Class S-2(26) Interest, Class S-2(27)
Interest, Class S-2(28) Interest, Class S-2(29) Interest, Class S-2(30)
Interest, Class S-2(31) Interest or Class S-2(32) 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 (other than the
Class A-IO), Class M and Class B Subaccounts, at a rate equal to the positive
difference, if any, between the Adjusted Weighted Average Net Asset Rate and the
weighted average of the Pass-Through Rates on the Class A (other than the Class
A-IO), Class M and Class B Subaccounts. Solely for the purposes of those
calculations, the Pass-Through Rates on the Class A (other than the Class A-IO),
Class M and Class B Subaccounts shall be the Pass-Through Rates on the
respective Corresponding Certificates.
"Closing Date": February 28, 2002.
------------
"Contract of Insurance Holder": JPMorgan Chase Bank, a New York banking
----------------------------
corporation, or any successor appointed as herein provided. Notices to the
Contract of Insurance Holder shall be sent to JPMorgan Chase Bank, 000 Xxxx 00xx
Xxxxxx, 00xx xxxxx Xxx Xxxx, XX 00000, Attn: OMI Trust 2002-A, or its successor
in interest.
"Corporate Trust Office": The address set forth hereinbelow under
----------------------
"Trustee."
-------
"Corresponding Certificates": For any Subaccount, the Class of Certificates
--------------------------
bearing the same letter and numerical designation as that borne by such
Subaccount.
"Corresponding Subaccount" For any Class of Certificates, the Subaccount
------------------------
bearing the same letter and numerical designation as that borne by such Class.
"Cross-over Date": The later to occur of (a) the Distribution Date
---------------
occurring in September 2006 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
11
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 1.90 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
February 1, 2002 and the denominator of which is the Pool Scheduled Principal
Balance as of February 1, 2002.
"Cumulative Realized Losses": With respect to any Distribution Date, the
--------------------------
aggregate Realized Losses incurred on the Assets during the period from February
1, 2002 through the end of the related Prepayment Period.
"Current Overcollateralization Amount": As of any Distribution Date, the
------------------------------------
positive difference, if any, between the Pool Scheduled Principal Balance and
the Certificate Principal Balance of all then outstanding Classes of
Certificates (other than the Class A-IO 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 in respect of the Assets for the three
preceding Prepayment Periods and the denominator of which is the arithmetic
average of the Pool Scheduled Principal Balances for such Distribution Date and
the preceding two Distribution Dates.
"Cut-off Date": With respect to the Initial Assets, February 1, 2002, and
------------
with respect to the Subsequent Assets, the date such subsequent assets are
transferred to the Trust.
"Distribution Date": The first Business Day occurring on or after the 15th
-----------------
of each month, commencing in March 2002.
"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.
"ERISA Restricted Certificates": The Class B-2, Class X and Class R
-----------------------------
Certificates.
"Floating Rate Determination Date": For any Interest Accrual Period for the
--------------------------------
Class A-1 Certificates other than the first Interest Accrual Period, the second
London Banking Day prior to the commencement of such Interest Accrual Period,
and for the first Interest Accrual Period, the Closing Date.
"Guarantee": The guarantee by the Guarantor, dated as of February 1, 2002,
---------
for the benefit of the Class B-2 Certificates.
"Guarantee Excess Amount": With respect to any Distribution Date, (a) the
-----------------------
positive difference, if any, between (1) distributions to be made with respect
to any Interest Distribution Amount, Carryover Interest Distribution Amount,
Writedown Interest Distribution Amount, Carryover Writedown Interest
Distribution Amount, and Class B-2 Certificateholders' Interest Carryover Amount
pursuant to clauses (v), (xi) and (xii) of Section 5(b) hereof, and (2) an
amount equal to interest accrued at a rate equal to 8.85% per annum for the
related Interest
12
Accrual Period on the Guaranteed Class B-2 Certificate Principal Balance, and
(b) any Principal Distribution Shortfall Carryover Amount distributable pursuant
to clause (xi) under Section 5(b) hereof.
"Guarantee Payment Amount": With respect to any Distribution Date,
------------------------
(a) the positive difference, if any, between (1) an amount equal to
interest accrued at a rate equal to 8.85% per annum for the related Interest
Accrual Period on the Guaranteed Class B-2 Certificate Principal Balance, and
(2) distributions to be made with respect to any Interest Distribution Amount,
Carryover Interest Distribution Amount, Writedown Interest Distribution Amount,
Carryover Writedown Interest Distribution Amount and Class B-2
Certificateholders' Interest Carryover Amount pursuant to clauses (v), (xi) and
(xii) of Section 5(b) hereof,
(b) after giving effect to the allocation of the Available Distribution
Amount, any due but unpaid principal amounts distributable pursuant to clause
(xi) under Section 5(b) hereof, and
(c) if, after giving effect to the distributions of principal amounts
pursuant to clause (xi) under Section 5(b) hereof, the Adjusted Certificate
Principal Balance of the Class B-2 Certificates has been reduced to zero, an
amount equal to the remaining Guaranteed Class B-2 Certificate Balance, if any.
"Guaranteed Class B-2 Certificate Principal Balance": On any Distribution
--------------------------------------------------
Date, the Initial Certificate Principal Balance of the Class B-2 Certificates as
set out in Section 3 hereof, reduced by all prior distributions of principal to
the Class B-2 Certificates.
"Guarantor": Oakwood Homes Corporation, a North Carolina corporation.
---------
"Initial Assets": The Assets identified on Schedule I hereto.
-------------- ----------
"Institutional Holder": An insurance company whose long-term debt is rated
--------------------
at least A- (or equivalent rating) by a Rating Agency, or an equivalent rating
from any other nationally recognized statistical rating organization.
"Interest Accrual Period": With respect to each Distribution Date (i) for
-----------------------
the Class A-1 Certificates, the period commencing on the 15th day of the
preceding month through the 14th day of the month in which such Distribution
Date occurs (except that the first Interest Accrual Period for the Class A-1
Certificates will be the period from the Closing Date through March 14, 2002)
and (ii) for the Class A-2, Class A-3, Class A-4, Class A-IO, Class M and Class
B Certificates, the calendar month preceding the month in which the Distribution
Date occurs. Interest on the Class A-1 Certificates will be calculated on the
basis of a 360-day year and the actual number of days elapsed in the applicable
Interest Accrual Period. Interest on the Class A-2, Class A-3, Class A-4, Class
A-IO, Class M and Class B Certificates will be computed on the basis of a
360-day year consisting of twelve 30-day months.
"Interest Computational Components": For each Distribution Date and with
---------------------------------
respect to each Class of Certificates (i) the Certificate Principal Balance, if
any, (ii) the Carryover Interest Distribution Amount, if any, (iii) the
Writedown Amount, if any, and (iv) the Carryover Writedown Interest Distribution
Amount.
13
"Interest Deficiency Amount": With respect to the Class M Certificates or
--------------------------
the Class B 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 Section 5 hereof.
"Interest Deficiency Withdrawal": With respect to any Distribution Date and
------------------------------
the:
(i) Class M-1 Certificates, the least of (A) the applicable Interest
Deficiency Amount, (B) the positive difference, if any, between $318,606.20
(three months of interest coverage) 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 as of the fourth
Business Day prior to that Distribution Date after excluding the Remittance
Amount;
(ii) Class M-2 Certificates, the least of (A) the applicable Interest
Deficiency Amount, (B) the positive difference, if any, between $216,027.50
(three months of interest coverage) 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 as of the fourth
Business Day prior to that Distribution Date after excluding the Remittance
Amount;
(iii) Class B-1 Certificates, the least of (A) the applicable Interest
Deficiency Amount, (B) the positive difference, if any, between $157,866.25
(three months of interest coverage) 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 as of the fourth
Business Day prior to that Distribution Date after excluding the Remittance
Amount; and
(iv) Class B-2 Certificates, the least of (A) the applicable Interest
Deficiency Amount, (B) the positive difference, if any, between $331,616.88
(five months of interest coverage) 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 as of the fourth
Business Day prior to that Distribution Date after excluding the Remittance
Amount.
"Interest Distribution Amount": On each Distribution Date, an amount equal
----------------------------
to interest accrued at the applicable Pass-Through Rate for the related Interest
Accrual Period on (i) in the case of each Class of the Class A Certificates or
the Class A Subaccounts, the Certificate Principal Balance or Class A-IO
Notional Principal Balance, as applicable, of such Class or the Subaccount
Principal Balance or Subaccount Notional Balance, as applicable, of such
Subaccount, respectively, immediately prior to that Distribution Date, (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, and (iii) in the case of the Subsidiary Interests, the
related Subsidiary Interest Principal Balance immediately prior to that
Distribution Date.
"Intermediate REMIC": The Trust REMIC consisting of the Subsidiary
------------------
Interests.
"Intermediate REMIC Residual Interest": The residual interest (as defined
------------------------------------
in Code section 860G(a)(2)) in the Intermediate REMIC.
14
"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.
"London Banking Day": Any day on which commercial banks and foreign
------------------
exchange markets settle payments in London and New York City.
"Non-Priority Interest Distribution Amount": For any Subaccount, on any
-----------------------------------------
Distribution Date, an amount equal to the positive difference, if any, between
(i) the related Interest Distribution Amount for such Subaccount and (ii) the
related Priority Interest Distribution Amount for such Subaccount.
"Notional Principal Balance": The Notional Principal Balance of the Class X
--------------------------
Certificates on any date shall equal the sum of all of the Subaccount Principal
Balances on such date.
"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(a) hereof.
With respect to any Subaccount on any Distribution Date, the per annum rate for
such Subaccount set forth in the table in Section 3(b) hereof. With respect to
any Subsidiary Interest on any Distribution Date, the per annum rate for such
Subsidiary Interest set forth in the table in Section 3(c) hereof.
"Pooling REMIC": The Trust REMIC consisting of the Assets and the
-------------
Distribution Account.
"Pooling REMIC Residual Interest": The residual interest (as defined in
-------------------------------
Code section 860G(a)(2)) in the Pooling REMIC.
"Pre-Funded Amount": $36,950,750, as reduced from time to time.
-----------------
"Pre-Funding Account": The account so designated and established pursuant
-------------------
to Section 9 hereof, which shall not be an asset of any of the Pooling REMIC,
the Intermediate REMIC or the Issuing REMIC.
"Pre-Funding Period": The period beginning on the Closing Date and ending
------------------
on the earlier of (i) May 14, 2002 or (ii) the date on which there is $100,000
or less (exclusive of investment earnings) remaining in the Pre-Funding Account.
"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
15
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. With
respect to each Distribution Date and each Class of Subsidiary Interests, 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 Subsidiary Interests.
"Principal Distribution Tests": With respect to each Distribution Date: (a)
----------------------------
the Average Sixty-Day Delinquency Ratio as of such Distribution Date does not
exceed 7.0%; (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:
Distribution Dates Percentage
------------------ ----------
September 2006 through February 2008 8.50%
March 2008 through February 2009 9.75%
March 2009 through August 2011 12.75%
September 2011 and after 14.50%;
and (c) the Current Realized Loss Ratio as of such Distribution Date does not
exceed 4.0%.
"Priority Interest Distribution Amount": For any Subaccount, on any
-------------------------------------
Distribution Date, an amount equal to the Interest Distribution Amount for the
Corresponding Certificates.
"Private Certificates": The Class B-2, Class X and Class R 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 (55 Water
-------------
Street, New York, New York 10041) and Xxxxx'x Investors Service, Inc. (99 Xxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000).
"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.
"Regular Certificates": The Class A Certificates, Class M Certificates,
--------------------
Class B Certificates and Class X Certificates.
"Residual Certificates": The Class R Certificates or, following the
---------------------
division of the Class R Certificates into three separately transferable,
certificated and fully registered certificates in accordance with Section 15(b)
hereof, the Class R-1 Certificates, Class R-2 Certificates and Class R-3
Certificates.
16
"Seller": OMI Note Trust 2001-A, a Delaware business trust.
------
"Servicer's Representations Agreement": The Servicer's Representations
------------------------------------
Agreement, dated as of February 1, 2002, by and between OMI and OAC.
"Servicing Fee Rate": (a) As long as OAC is the Servicer, 1.00% per annum,
------------------
or (b) if any other Person is the Servicer, 1.50% per annum, or such lesser
amount as may be agreed to by such successor Servicer and the Trustee.
"Servicing Transition Account": The account so designated and established
----------------------------
pursuant to Section 8 hereof, which shall not be an asset of any of the Pooling
REMIC, the Intermediate REMIC or the Issuing REMIC.
"Subaccount": Each of the Class A-1, Class X-0, Xxxxx X-0, Class A-4, Class
----------
A-IO, Class M-1, Class M-2, Class B-1 and Class B-2 Subaccounts described in
Section 3 hereof.
"Subaccount Notional Balance": With respect to the Class A-IO Subaccount,
---------------------------
on any date of determination, an amount equal to the Class A-IO Notional
Principal Balance.
"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 Section 3 hereof, minus all amounts
allocated to such Subaccount in reduction of its Subaccount Principal Balance
pursuant to Sections 5(a) and 9 hereof.
"Subordinated Certificates": The Class M-1, Class M-2, Class B-1, Class
-------------------------
B-2, Class X and Residual Certificates.
"Subsequent Assets": The Assets identified on Schedule II hereto, if any,
----------------- -----------
as may be acquired from time to time following the Closing Date.
"Subsequent Transfer Date": The date on which Subsequent Assets are
------------------------
transferred to the Trust pursuant to the Sales Agreement and Section 10 hereof.
"Subsidiary Interest Principal Balance": For any Distribution Date and each
-------------------------------------
Class of Subsidiary Interests, the amount identified as the Initial Subsidiary
Interest Principal Balance of such Class in Section 3 hereof, less all amounts
previously distributed to such Class pursuant to Section 5 hereof.
"Subsidiary Interest Writedown Amount": With respect to each Distribution
------------------------------------
Date, the amount, if any, by which (i) the aggregate Subsidiary Interest
Principal Balance of all the Subsidiary Interests after all distributions have
been made on such Subsidiary Interests of such Distribution Date pursuant to
Sections 5(g)(i) and 5(g)(ii) hereof exceeds (ii) the Pool Scheduled Principal
Balance for the next Distribution Date.
"Subsidiary Interests": Each of the Class S-1 and Class S-2 Interests
--------------------
described in Section 3 hereof.
17
"Target Overcollateralization Amount": With respect to (i) any Distribution
-----------------------------------
Date prior to the Cross-over Date, shall equal 8.50% of the Pool Scheduled
Principal Balance as of February 1, 2002, and (ii) for any other Distribution
Date, shall equal the lesser of (x) 8.50% of the Pool Scheduled Principal
Balance as of February 1, 2002, and (y) 14.875% of the then current Pool
Scheduled Principal Balance; provided, however, that in no event shall the
Target Overcollateralization Amount be less than 1.00% of the Pool Scheduled
Principal Balance as of February 1, 2002.
"Total Floor Amount": With respect to any Distribution Date, either (a)
------------------
1.00% of the aggregate Pool Scheduled Principal Balance as of February 1, 2002,
if (x) the Class A-1 Certificate Principal Balance, the Class A-2 Certificate
Principal Balance, the Class A-3 Certificate Principal Balance, the Class A-4
Certificate Principal Balance, the Class M-1 Certificate Principal Balance, the
Class M-2 Certificate Principal Balance and the Class B-1 Certificate Principal
Balance have not been reduced to zero immediately prior to such Distribution
Date, and (y) the sum of the Current Overcollateralization Amount and the Class
B-2 Floor Amount is less than 1.00% of the Pool Scheduled Principal Balance as
of February 1, 2002 or (b) zero, in any other case.
"Trustee": JPMorgan Chase Bank, a New York banking corporation, 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 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX
10001/OMI Trust 2002-A (the "Corporate Trust Office"), or its successor in
interest.
"Trustee Fee": On each Distribution Date, the sum of (a) the product
-----------
obtained by multiplying (a) one-twelfth of the Trustee Fee Rate by the aggregate
Pool Scheduled Principal Balance immediately prior to the preceding Collection
Period (without giving effect to any Principal Prepayments, Net Liquidation
Proceeds and Repurchase Prices received (or Realized Losses incurred) on the day
preceding the beginning of such Collection Period), and (b) the reasonable
out-of-pocket expenses of the Trustee, pursuant to Section 8.05 of the Standard
Terms.
"Trustee Fee Rate": 0.030% per annum.
----------------
"Trust REMIC": Each of the Pooling REMIC, the Intermediate REMIC and the
-----------
Issuing REMIC.
"Underwriters": Credit Suisse First Boston Corporation (whose address is 00
------------
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 10010) and Xxxxxxx Lynch, Pierce, Xxxxxx &
Xxxxx Incorporated (whose address is 000 Xxxxx Xxxxxx, World Financial Center,
Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000).
"Voting Rights": With respect to each Class of Certificates, the voting
-------------
rights set forth in Section 18.
"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
18
the related Collection Period on Assets that were Outstanding at the
beginning of the related Prepayment Period, less the sum of the Servicing Fee
Rate and the Trustee 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 for the next Distribution Date.
"Writedown Interest Distribution Amount": With respect to each
--------------------------------------
Distribution Date and each Class of Subordinated Certificates, interest accrued
during the related Interest Accrual Period at the applicable Pass-Through Rate
on any related Writedown Amount. With respect to each Distribution Date and each
Corresponding Subaccount, interest accrued during the related Interest Accrual
Period on any related Writedown Amount at the Pass-Through Rate applicable to
the Corresponding Certificates.
Section 3. Certificates, Subaccounts and Subsidiary Interests.
--------------------------------------------------
(a) The aggregate initial principal amount of Certificates that may be
executed and delivered under this Pooling and Servicing Agreement is limited to
$147,803,000, except for Certificates executed and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Certificates pursuant
to Sections 5.04 or 5.07 of the Standard Terms. The Certificates shall be issued
in eleven Classes having the designations, initial Certificate Principal
Balances, Pass-Through Rates and Final Scheduled Distribution Dates set forth or
described below:
Initial Certificate Principal Pass Through Final Scheduled
----------
Designation Balance Rate Distribution Dates(12)
----------- ------- ---- ------------------
A-1 $36,300,000 (1) September 2014
A-2 $30,600,000 (2) March 2020
A-3 $13,900,000 (3) May 2024
A-4 $23,992,000 (4) March 2032
A-IO (5) (5) February 2010
M-1 $16,423,000 (6) March 2032
M-2 $10,166,000 (7) March 2032
B-1 $7,429,000 (8) May 2026
B-2 $8,993,000 (9) March 2032
X (10) (10) March 2032
R (11) (11) March 2032
(1) The Pass-Through Rate on the Class A-1 Certificates
for any Distribution Date shall be the per annum rate equal to the lesser of (i)
One-Month LIBOR, as determined (except for the initial Distribution Date) on the
applicable Floating Rate Determination Date, plus 0.25% and (ii) the Adjusted
Weighted Average Net Asset Rate. For the initial Distribution Date, the
Pass-Through Rate for the Class A-1 Certificates will be 2.10% per annum, and
the initial Interest Accrual Period for the Class A-1 Certificates will commence
on the Closing Date and end on March 14, 2002.
(2) The Pass-Through Rate on the Class A-2 Certificates
for any Distribution Date shall be equal to the lesser of (i) 5.01% per annum
and (ii) the Adjusted Weighted Average Net Asset Rate.
19
(3) The Pass-Through Rate on the Class A-3 Certificates
for any Distribution Date shall be equal to the lesser of (i) 6.03% per annum
and (ii) the Adjusted Weighted Average Net Asset Rate.
(4) The Pass-Through Rate on the Class A-4 Certificates
for any Distribution Date shall be equal to the lesser of (i) 6.97% per annum
and (ii) the Adjusted Weighted Average Net Asset Rate.
(5) The Class A-IO Certificates are interest only
certificates that have no principal balance but are entitled to distributions of
interest at a Pass-Through Rate for any Distribution Date equal to 6.00% per
annum on the Class A-IO Notional Principal Balance.
(6) The Pass-Through Rate on the Class M-1 Certificates
for any Distribution Date shall be equal to the lesser of (i) 7.76% per annum
and (ii) the Adjusted Weighted Average Net Asset Rate.
(7) The Pass-Through Rate on the Class M-2 Certificates
for any Distribution Date shall be equal to the lesser of (i) 8.50% per annum
and (ii) the Adjusted Weighted Average Net Asset Rate.
(8) The Pass-Through Rate on the Class B-1 Certificates
for any Distribution Date shall be equal to the lesser of (i) 8.50% per annum
and (ii) the Adjusted Weighted Average Net Asset Rate.
(9) The Pass-Through Rate on the Class B-2 Certificates
for any Distribution Date shall be equal to the lesser of (i) 8.85% per annum
and (ii) the Adjusted Weighted Average Net Asset Rate.
(10) 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.
(11) The Class R Certificates shall have no Certificate
Principal Balance and no Pass-Through Rate, and shall represent the residual
interest in each of the Pooling REMIC, the Intermediate REMIC and the Issuing
REMIC. Following the division of the Class R Certificates into three separately
transferable, certificated and fully registered certificates in accordance with
Section 15(b) hereof, the Class R-1, Class R-2 and Class R-3 Certificates shall
have no Certificate Principal Balances and no Pass-Through Rates and shall
represent the residual interest in the Issuing REMIC, the Intermediate REMIC and
the Pooling REMIC, respectively.
(12) For purposes of Treasury Regulation(S) 1.860G-1(a)
(4), the latest possible maturity date of each Class of Certificates shall be
the Final Scheduled Distribution Date.
(b) The Subaccounts are being issued in nine classes and are
hereby designated as constituting the "regular interests" in the Intermediate
REMIC for the purposes of Section 860G(a)(1) of the Code. The following terms
of the Subaccounts are irrevocably established as of the Closing
Date:
Subaccount Pass-Through Rate Initial Subaccount Principal Final Scheduled
Balance Distribution Date
------------------- --------------------------- ------------------------------ ------------------------
Class A-1 Adjusted Weighted Average $36,300,000 September 2014
Net Asset Rate
Class A-2 Adjusted Weighted Average 30,600,000 March 2020
Net Asset Rate
Class A-3 Adjusted Weighted Average 13,900,000 May 2024
Net Asset Rate
Class A-4 Adjusted Weighted Average 23,992,000 March 2032
Net Asset Rate
Class A-IO 6.00% per annum through February 2010
and including the
Distribution Date in
February 2010 and 0%
thereafter (1)
20
Class M-1 Adjusted Weighted Average 16,423,000 March 2032
Net Asset Rate
Class M-2 Adjusted Weighted Average 10,166,000 March 2032
Net Asset Rate
Class B-1 Adjusted Weighted Average 7,429,000 May 2026
Net Asset Rate
Class B-2 Adjusted Weighted Average 8,993,000 March 2032
Net Asset Rate
(1) The Class A-IO Subaccount has no Subaccount Principal
Balance and is entitled only to distributions of interest at a Pass-Through Rate
for any Distribution Date equal to 6.00% per annum on the Class A-IO Subaccount
Notional Balance.
For purposes of Treasury Regulation (S) 1.860G-1(a)(4), the latest
possible maturity date of each Class of Subaccounts shall be the Final Scheduled
Distribution Date.
(c) The Subsidiary Interests are being issued in 33 classes and are
hereby designated as constituting the "regular interests" in the Pooling REMIC
for the purposes of Section 860G(a)(1) of the Code. The following terms of the
Subsidiary Interests are irrevocably established as of the Closing Date:
Initial Subsidiary Interest
Subsidiary Principal Balance Final Scheduled
Interest Pass-Through Rate Distribution Date
------------------- ----------------------------- ----------------------------------- ---------------------------
Class S-1 Weighted Average Net Asset $112,710,000 March 2032
Rate
Class S-2(1) Weighted Average Net Asset 500,000 March 2032
Rate
Class S-2(2) Weighted Average Net Asset 600,000 March 2032
Rate
Class S-2(3) Weighted Average Net Asset 600,000 March 2032
Rate
Class S-2(4) Weighted Average Net Asset 700,000 March 2032
Rate
Class S-2(5) Weighted Average Net Asset 600,000 March 2032
Rate
Class S-2(6) Weighted Average Net Asset 700,000 March 2032
Rate
Class S-2(7) Weighted Average Net Asset 700,000 March 2032
Rate
Class S-2(8) Weighted Average Net Asset 800,000 March 2032
Rate
Class S-2(9) Weighted Average Net Asset 700,000 March 2032
Rate
Class S-2(10) Weighted Average Net Asset 700,000 March 2032
Rate
Class S-2(11) Weighted Average Net 600,000 March 2032
21
Initial Subsidiary Interest
Subsidiary Principal Balance Final Scheduled
Interest Pass-Through Rate Distribution Date
------------------- ----------------------------- ----------------------------------- ---------------------------
Asset Rate
Class S-2(12) Weighted Average Net Asset 700,000
Rate March 2032
Class S-2(13) Weighted Average Net Asset 600,000
Rate March 2032
Class S-2(14) Weighted Average Net Asset 600,000
Rate March 2032
Class S-2(15) Weighted Average Net Asset 600,000
Rate March 2032
Class S-2(16) Weighted Average Net Asset 500,000
Rate March 2032
Class S-2(17) Weighted Average Net Asset 600,000
Rate March 2032
Class S-2(18) Weighted Average Net Asset 500,000
Rate March 2032
Class S-2(19) Weighted Average Net Asset 500,000
Rate March 2032
Class S-2(20) Weighted Average Net Asset 500,000
Rate March 2032
Class S-2(21) Weighted Average Net Asset 500,000
Rate March 2032
Class S-2(22) Weighted Average Net Asset 500,000
Rate March 2032
Class S-2(23) Weighted Average Net Asset 400,000
Rate March 2032
Class S-2(24) Weighted Average Net Asset 500,000
Rate March 2032
Class S-2(25) Weighted Average Net Asset 400,000
Rate March 2032
Class S-2(26) Weighted Average Net Asset 400,000
Rate March 2032
Class S-2(27) Weighted Average Net Asset 400,000
Rate March 2032
Class S-2(28) Weighted Average Net Asset 400,000
Rate March 2032
Class S-2(29) Weighted Average Net Asset 400,000
Rate March 2032
Class S-2(30) Weighted Average Net Asset 300,000
Rate March 2032
Class S-2(31) Weighted Average Net Asset 400,000
Rate March 2032
22
Initial Subsidiary Interest
Subsidiary Principal Balance Final Scheduled
Interest Pass-Through Rate Distribution Date
------------------- ----------------------------- ----------------------------------- -----------------------
Class S-2(32) Weighted Average Net Asset 9,200,000
Rate March 2032
For purposes of Treasury Regulation (S) 1.860G-1(a)(4), the latest
possible maturity date of each Class of Subsidiary Interests 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, after allocation of the Available
Distribution Amount to the Subsidiary Interests in accordance with Section 5(g)
hereof and, where applicable, OAC, to the extent of the amount thereof remaining
after application pursuant to clauses (1) through (5) of Section 4.03 of the
Standard Terms, the Trustee (or the Paying Agent on behalf of the Trustee) shall
withdraw all amounts allocated to the various Subsidiary Interests and shall
allocate such amounts to the various Subaccounts, in the following manner and
in the following order of priority as directed in writing by the Servicer:
(i) First, to each Class A Subaccount, (A) first, its
Priority Interest Distribution Amount for such Distribution Date, in
each case with the Available Distribution Amount being allocated
among the Class A Subaccounts pro rata based on their respective
Priority Interest Distribution Amounts, and (B) second, the related
Carryover Interest Distribution Amount for such Distribution Date, if
any, in each case with the Available Distribution Amount being
allocated among the Class A Subaccounts pro rata based on their
respective Carryover Interest Distribution Amounts;
(ii) Second, to the Class M-1 Subaccount, (A) first, the
related Priority Interest Distribution Amount for such Distribution
Date, and (B) second, any related Carryover Interest Distribution
Amount for such Distribution Date, at the related Pass-Through Rate;
(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, at the related Pass-Through Rate;
23
(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, at the related Pass-Through Rate;
(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, at the related Pass-Through Rate;
(vi) Sixth, concurrently, to each Class A Subaccount (other
than the Class A-IO Subaccount), the related Principal Distribution
Shortfall Carryover Amount for the Class A Subaccounts, if any, for
such Distribution Date, allocated among the Class A Subaccounts pro
rata based on their respective Principal Distribution Shortfall
Carryover Amounts;
(vii) Seventh, sequentially to the Class A-1 Subaccount, the
Class A-2 Subaccount, the Class A-3 Subaccount, and the Class A-4
Subaccount, the Class A Principal Distribution Amount, allocated in
the foregoing sequential order, in reduction of their respective
Subaccount Principal Balances; in each case, until the Certificate
Principal Balance of the Corresponding Class 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;
24
(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 Collection Period, and thereafter all Servicing Fees
from previous Distribution Dates remaining unpaid;
(xiii) Thirteenth, to each Subaccount, (A) first, its Carryover
Non-Priority Interest Distribution Amount for such Distribution Date, (B)
second, its Non-Priority Interest Distribution Amount for such Distribution
Date, and (C) its remaining Subaccount Principal Balance in each case with
the Available Distribution Amount being allocated among the Subaccounts pro
rata based upon the total Excess Subaccount Principal Balance remaining to
be paid with respect to each Subaccount; and
(xiv) Finally, any remainder to the Holders of the Intermediate REMIC
Residual Interest.
(b) On each Distribution Date, after all Subaccount allocations have been
made as described in Section 5(a) above and Section 9 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 each Class of Class A Certificates, (A) first, its
Interest Distribution Amount for such Distribution Date, in each case with
the Available Distribution Amount being allocated among such Classes pro
rata based on their respective Interest Distribution Amounts, and (B)
second, the related Carryover Interest Distribution Amount, if any, for
such Distribution Date, in each case with the Available Distribution Amount
being allocated among the Classes of Class A Certificates pro rata based on
their respective Carryover Interest Distribution Amounts;
(ii) Second, to the Class M-1 Certificates, (A) first, the related
Interest Distribution Amount for such Distribution Date, and (B) second,
any related Carryover Interest Distribution Amount for such Distribution
Date;
(iii) Third, to the Class M-2 Certificates, (A) first, the related
Interest Distribution Amount for such Distribution Date, and (B) second,
any related Carryover Interest Distribution Amount for such Distribution
Date;
(iv) Fourth, to the Class B-1 Certificates, (A) first, the related
Interest Distribution Amount for such Distribution Date, and (B) second,
any related Carryover Interest Distribution Amount for such Distribution
Date;
25
(v) Fifth, to the Class B-2 Certificates, (A) first, the related
Interest Distribution Amount for such Distribution Date, and (B) second,
any related Carryover Interest Distribution Amount for such Distribution
Date;
(vi) Sixth, concurrently, to each Class of the Class A Certificates
(other than the Class A-IO Certificates), the related Principal
Distribution Shortfall Carryover Amount for the Class A Certificates, if
any, for such Distribution Date, allocated among the Class A Certificates
(other than the Class A-IO Certificates) pro rata based on their respective
Principal Distribution Shortfall Carryover Amounts;
(vii) Seventh, sequentially to the Class A-1 Certificates, the Class
A-2 Certificates, the Class A-3 Certificates and the Class A-4
Certificates, the Class A Principal Distribution Amount, allocated in the
foregoing sequential order, in reduction of their respective Certificate
Principal Balances, in each case, until it has been reduced to zero;
(viii) Eighth, to the Class M-1 Certificates, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B)
second, any related Carryover Writedown Interest Distribution Amount for
such Distribution Date, (C) third, the related Principal Distribution
Shortfall Carryover Amount for the Class M-1 Certificates, if any, for such
Distribution Date, and (D) fourth, the Class M-1 Principal Distribution
Amount, in reduction of the Certificate Principal Balance of such Class,
until it is reduced to zero;
(ix) Ninth, to the Class M-2 Certificates, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B)
second, any related Carryover Writedown Interest Distribution Amount for
such Distribution Date, (C) third, the related Principal Distribution
Shortfall Carryover Amount for the Class M-2 Certificates, if any, for such
Distribution Date, and (D) fourth, the Class M-2 Principal Distribution
Amount, in reduction of the Certificate Principal Balance of such Class,
until it is reduced to zero;
(x) Tenth, to the Class B-1 Certificates, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B)
second, any related Carryover Writedown Interest Distribution Amount for
such Distribution Date, (C) third, the related Principal Distribution
Shortfall Carryover Amount for the Class B-1 Certificates, if any, for such
Distribution Date, and (D) fourth, the Class B-1 Principal Distribution
Amount, in reduction of the Certificate Principal Balance of such Class,
until it is reduced to zero;
(xi) Eleventh, to the Class B-2 Certificates, (A) first, any
related Writedown Interest Distribution Amount for such Distribution Date,
(B) second, any related Carryover Writedown Interest Distribution Amount for
such Distribution Date, (C) third, the related Principal Distribution
Shortfall Carryover Amount for the Class B-2 Certificates, if any, for such
Distribution Date, and (D) fourth, the Class B-2 Principal Distribution
Amount, in reduction of the Certificate Principal Balance of such Class,
until it is reduced to zero;
26
(xii) Twelfth, sequentially, (A) first, for deposit in the
Certificateholders' Interest Carryover Account, the Class X Strip Amounts
in an amount equal to the Class B-2 Certificateholders' Interest Carryover
Amount in respect of the Class B-2 Certificates, if any, for such
Distribution Date, and (B) second, to the Class B-2 Certificates, the Class
B-2 Certificateholders' Interest Carryover Amount in respect of the Class
B-2 Certificates, if any, for such Distribution Date;
(xiii) Thirteenth, sequentially (A) to each Class of Class A
Certificates (other than the Class A-IO Certificates) in the manner
provided in Subparagraph (vii) above, (B) to the Class M-1 Certificates,
(C) to the Class M-2 Certificates, (D) to the Class B-1 Certificates and
(E) to the Class B-2 Certificates, in that order, the Accelerated Principal
Distribution Amount for such Distribution Date, in reduction of the
Certificate Principal Balance of each Class until it has been reduced to
zero;
(xiv) Fourteenth, to the Class X Certificates (less amounts
deposited in the Certificateholders' Interest Carryover 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 Certificateholders' Interest Carryover Account after all payments
made pursuant to Section 5(b)(xii) above; and
(xvi) Finally, any remainder to the Holders of the Issuing REMIC
Residual Interest.
(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(a) and (b) above,
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;
(iv) to the Class B-2 Subaccount, the Interest Deficiency
Withdrawal for such Class, if any; and
27
(v) Finally, any remainder to Holders of the Intermediate 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;
(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 of a Clearing
Agency or its nominee, the Trustee shall make all distributions or allocations
on such Certificates by wire transfers of immediately available funds to the
Clearing Agency or its nominee. In the case of Certificates issued in
fully-registered, certificated form, payment shall be made either (i) by check
mailed to the address of each Certificateholder as it appears in the Certificate
Register on the Record Date immediately prior to such Distribution Date or (ii)
by wire transfer of immediately available funds to the account of a Holder at a
bank or other entity having appropriate facilities therefor, if such Holder
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date and such Holder
is (A) with respect to any Class A, Class M or Class B Certificates issued after
the Closing Date in certificated, fully-registered form, the registered owner of
Class A, Class M or Class B Certificates with an aggregate initial Certificate
Principal Balance (or with respect to the Class A-IO Certificates, a notional
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. All sums distributed on the Certificates shall be payable
28
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.
(f) (i) 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.
(ii) Any amounts remaining in the Subsidiary Interests 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 Intermediate 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 Intermediate
REMIC Residual Interest.
(iii) 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.
(g) On each Distribution Date, the Subsidiary Interests shall receive
distributions, to the extent of the Available Distribution Amount, in the
following order of priority:
(i) first, each of the Class S-1 and Class S-2 Interests shall
receive pro rata, based on their respective entitlements, (i) their
Interest Distribution Amounts, plus (ii) any Carryover Interest
Distribution Amount with respect to such Class;
(ii) second, distributions of principal (including any Principal
Distribution Shortfall Carryover Amounts) shall be made to the Class S-1
and Class S-2 Interests sequentially, first to the Class S-1 Interest until
the Subsidiary Interest Principal Balance of such Class has been reduced to
zero, and second to the Class S-2 Interests, sequentially in numeric order,
until the Subsidiary Interest Principal Balance of each such Class has been
reduced to zero, provided, that for purposes of this Section 5(g)(ii), any
Subsidiary Interest Writedown Amounts shall be treated as distributions of
principal, and shall reduce the Subsidiary Interest Principal Balances
accordingly; and
(iii) third, any amounts remaining to the Holders of the Pooling
REMIC Residual Interest.
Section 6. Guarantee.
----------
(a) On any Distribution Date, the Guarantor is hereby obligated to pay
the Guarantee Payment Amount, if any, for the benefit of the holders of the
Class B-2 Certificates.
(b) No later than 1:00 p.m. New York City time on each Remittance Date,
after taking into account the amounts allocated to the various Subaccounts in
accordance with Section
29
5(a) hereof, the Trustee shall, in accordance with the related Remittance Report
and in accordance with the terms of the Guarantee, notify the Guarantor of any
Guarantee Payment Amount payable under the Guarantee on the related Distribution
Date. In addition, the Servicer shall notify the Guarantor as soon as practical
(but no later than the related Remittance Date) after determining that a
Guarantee Payment Amount shall be payable under the Guarantee on the related
Distribution Date. Upon receipt of notice as described above, the Guarantor
shall be required to deliver the Guarantee Payment Amount, if any, on or prior
to 10:00 a.m. on the Distribution Date for the related Distribution Date. Such
Guarantee Payment Amount received by the Trustee shall be paid to the Holders of
the Class B-2 Certificates on such Distribution Date (or such later date, if
such amounts are received subsequent to such Distribution Date). In no event
shall the Guarantee Payment Amount be distributed on any Class of Certificates
other than the Class B-2 Certificates and any such amounts received by the
Trustee which are not distributable to the Class B-2 Certificates shall be
returned by the Trustee to the Guarantor. Any Guarantee Payment Amounts made by
the Guarantor to the Trustee shall be made in cash and shall be considered to be
payments made directly to the holders of the Class B-2 Certificates and not
payments made to the Issuing REMIC in the nature of a guarantee within the
meaning of I.R.C. (S) 860G(d)(2)(B).
(c) On each Distribution Date, the Guarantor is entitled to receive any
Guarantee Excess Amount. At such time as the Guaranteed Class B-2 Certificate
Principal Balance has been reduced to zero, the Guarantor will be entitled to
receive any subsequent distributions with respect to the Class B-2 Certificates
as set forth in Section 5 hereof (which amounts will constitute Guarantee Excess
Amount). All Guarantee Excess Amounts will be deemed to be reimbursements for
prior Guarantee Payment Amounts.
Section 7. Establishment of Certificateholders' Interest Carryover Account.
----------------------------------------------------------------
No later than the Closing Date, the Trustee will establish and maintain the
Certificateholders' Interest Carryover Account as a non-interest bearing trust
account. The Certificateholders' Interest Carryover Account shall be an Eligible
Account. The Certificateholders' Interest Carryover Account will not be an asset
of any of the Pooling REMIC, the Intermediate REMIC, or the Issuing REMIC. For
federal income tax purposes, the holders of the Class X Certificates will be
treated as the owners of the Certificateholders' Interest Carryover Account and
the Trustee and the holders of the Class X Certificates shall treat amounts
distributed by the Issuing REMIC to the Certificateholders' Interest Carryover
Account as having been distributed with respect to the Class X Certificates and
as reducing the Class X Strip Amount or the Class X Carryover Strip Amount, as
applicable. Distributions to the holders of the Class X Certificates out of the
Certificateholders' Interest Carryover Account shall not be considered to be
distributions from any of the Pooling REMIC, the Intermediate REMIC, or the
Issuing REMIC. The parties hereto intend and agree to treat the
Certificateholders' Interest Carryover 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 Certificateholders' Interest Carryover 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
30
Certificateholders' Interest Carryover 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 Certificateholders' Interest Carryover
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 Certificateholders' Interest
Carryover Account. Amounts on deposit in the Certificateholders' Interest
Carryover Account shall not be reinvested.
Section 8. Servicing Transition Account.
-----------------------------
(a) The Trustee shall establish and maintain at the Corporate Trust Office,
a separate trust account (the "Servicing Transition Account") titled "JPMorgan
Chase Bank, as Trustee of OMI Trust 2002-A, Servicing Transition Account."
(b) On the Closing Date, the Servicer shall deposit $175,000 in the
Servicing Transition Account.
(c) The Trustee shall release amounts on deposit in the Servicing
Transition Account to the successor Servicer of OAC, if any, from time to time
upon the receipt of written certification of such successor Servicer that OAC
has not reimbursed to such successor Servicer costs and expenses incurred by
such successor Servicer pursuant to Section 7.02 of the Standard Terms. Each
such certification shall list such reimbursable expenses in reasonable detail.
(d) On the earlier of (i) the date that this Agreement is terminated and
(ii) the date the long-term senior debt rating of OHC is rated at least "Baa3"
by Xxxxx'x and "BBB-" by Standard & Poor's, the Trustee shall withdraw (or
direct the holder of the applicable account to withdraw) all amounts on deposit
in the Servicing Transition Account and pay such amounts to OAC and at such time
the Servicing Transition Account shall be closed.
(e) The Servicing Transition Account shall be part of the Trust, but not
part of the Pooling REMIC, the Intermediate REMIC or the Issuing REMIC. The
Trustee, on behalf of the Trust, shall be the legal owner of the Servicing
Transition Account. The Servicing Transition account shall be an "outside
reserve fund" within the meaning of Treasury regulation (S) 1.860G-2(h) and
shall be treated as beneficially owned for federal income tax purposes by OAC.
For all federal tax purposes, amounts transferred by any of the Pooling REMIC,
the Intermediate REMIC or the Issuing REMIC to the Servicer Transition Account
shall be treated as amounts distributed by the applicable REMIC to OAC.
Section 9. 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;
31
(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 9 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 10. Pre-Funding Account.
-------------------
(a) On or before the Closing Date, the Trustee shall establish a
pre-funding account (the "Pre-Funding Account"), which must be an Eligible
Account. The Pre-Funding Account is to be held by and for the benefit of the
Trustee on behalf of the Certificateholders, and shall be either in the
Trustee's name or designated in a manner that reflects the custodial nature of
the account and that all funds (excluding investment earnings thereon) in such
account are held for the benefit of the Trustee.
(b) On or before the Closing Date, OMI shall deposit $36,950,750 in the
Pre-Funding Account. Amounts on deposit in the Pre-Funding Account shall be
withdrawn by the Trustee as follows:
(i) Pursuant to and in accordance with the Sales Agreement and a
notice of direction from an officer of OMI substantially in the form of
Exhibit PF attached hereto, on any Subsequent Transfer Date, the Trustee
----------
shall withdraw an amount equal to 100% of the Scheduled Principal Balance
as of the related Subsequent Transfer Date of each Subsequent Asset
transferred and assigned to the Trustee on such Subsequent Transfer Date
and pay such amount to or upon the order of OMI with respect to such
transfer and assignment.
(ii) On each Subsequent Transfer Date, OMI shall sell to the Trustee,
without recourse, the Subsequent Assets referred to on the related Exhibit
PF pursuant to the provisions of Article II of the Standard Terms, and this
Agreement. On each Subsequent Transfer Date Servicer shall execute and
deliver a Servicer Custodial Certification pursuant to Section 2.02(b) of
the Standard Terms, and the Trustee shall execute and deliver an Initial
Certification pursuant to Section 2.03(c)(1) of the Standard Terms.
(iii) On the last day of the Pre-Funding Period, the Trustee shall
deposit into the Distribution Account any amounts then remaining in the
Pre-Funding Account, net of investment earnings, which amounts shall be
held uninvested in the Distribution Account
32
and will be included in the Available Distribution Amount for the
immediately following Distribution Date and distributed as an additional
prepayment of principal to Certificateholders in accordance with the
Remittance Report prepared by the Servicer then entitled to such
distributions.
(c) The Pre-Funding Account shall be part of the Trust, but not part of the
Pooling REMIC, the Intermediate REMIC or the Issuing REMIC. The Trustee, on
behalf of the Trust, shall be the legal owner of the Pre-Funding Account. OMI
shall be the beneficial owner of the Pre-Funding Account, subject to the
foregoing power of the Trustee to transfer amounts in the Pre-Funding Account to
the Distribution Account. Funds in the Pre-Funding Account shall, at the
direction of the Servicer, be invested in Eligible Investments that mature no
later than the Business Day prior to the next occurring Distribution Date. All
amounts earned on deposits in the Pre-Funding Account shall be taxable to OMI.
The Trustee shall release to OMI all investment earnings in the Pre-Funding
Account on the Business Day immediately following the end of the Pre-Funding
Period.
(d) The Trustee shall clear and terminate the Pre-Funding Account upon the
earlier to occur of (i) the Distribution Date immediately following the end of
the Pre-Funding Period and (ii) the date on which an Event of Default occurs
under this Agreement, with any amounts remaining on deposit therein being paid
to the holders of Certificates then entitled to distributions in respect of
principal. Withdrawals pursuant to clauses (b)(i)-(iii) and this clause (d)
shall be treated as contributions of cash to the Pooling REMIC on the date of
withdrawal.
(e) Each Subsequent Asset acquired by the Trust with funds from the
Pre-Funding Account shall be acquired pursuant to a fixed price contract within
the meaning of I.R.C.(S)860G(a)(3)(A)(ii).
Section 11. Capitalized Interest Account.
----------------------------
(a) On or before the Closing Date, the Trustee shall establish the
Capitalized Interest Account, which must be an Eligible Account. The Capitalized
Interest Account is to be held by and for the benefit of the Trustee on behalf
of the Certificateholders, and shall be either in the Trustee's name or
designated in a manner that reflects the custodial nature of the account and
that all funds (including investment earnings thereon) in such account are held
for the benefit of the Trustee.
(b) On or before the Closing Date, OMI shall deposit $277,100 in the
Capitalized Interest Account. After the Closing Date, OMI shall deposit
additional amounts in the Capitalized Interest Account to the extent that, after
the withdrawal and application of funds from the Capitalized Interest Account
pursuant to this Section 11, any deficiency in the Available Distribution Amount
remains. The Trustee shall, on the Business Day immediately preceding each
Capitalized Interest Account Distribution Date, withdraw the Capitalized
Interest Account Withdrawal Amount (as calculated by the Servicer and set forth
in the related Remittance Report pursuant to Section 12(a)(ix) hereof), if any,
from the Capitalized Interest Account for deposit in the Distribution Account in
order to pay:
33
(i) first, any deficiency in the Available Distribution Amount to
pay the related Interest Distribution Amount and any related Carryover
Interest Distribution Amount for the Class A Certificates for such
Distribution Date,
(ii) second, any deficiency in the Available Distribution Amount to
pay the related Interest Distribution Amount and any related Carryover
Interest Distribution Amount for the Class M-1 Certificates for such
Distribution Date,
(iii) third, any deficiency in the Available Distribution Amount to
pay the related Interest Distribution Amount and any related Carryover
Interest Distribution Amount for the Class M-2 Certificates for such
Distribution Date,
(iv) fourth, any deficiency in the Available Distribution Amount to
pay the related Interest Distribution Amount and any related Carryover
Interest Distribution Amount for the Class B-1 Certificates for such
Distribution Date,
(v) fifth, any deficiency in the Available Distribution Amount to
pay the related Interest Distribution Amount and any related Carryover
Interest Distribution Amount for the Class B-2 Certificates for such
Distribution Date; and
(vi) sixth, any deficiency in the Available Distribution Amount to
pay the related Interest Distribution Amount and any related Carryover
Interest Distribution Amount for the Class X Certificates for such
Distribution Date.
(c) The Capitalized Interest Account shall be part of the Trust, but not
part of the Pooling REMIC, the Intermediate REMIC or the Issuing REMIC. The
Trustee, on behalf of the Trust, shall be the legal owner of the Capitalized
Interest Account. OMI shall be the beneficial owner of the Capitalized Interest
Account, subject to the foregoing power of the Trustee to withdraw amounts from
the Capitalized Interest Account. Funds in the Capitalized Interest Account
shall, at the direction of the Servicer, be invested in Eligible Investments
that mature no later than the Business Day prior to the related Capitalized
Interest Account Distribution Date. All amounts earned on deposits in the
Capitalized Interest Account shall be taxable to OMI. The Trustee shall release
to OMI all investment earnings in the Capitalized Interest Account upon written
notice from an officer of OMI to the Trustee that all of the Subsequent Assets
have been transferred to the Trust. The Capitalized Interest Account shall be an
"outside reserve fund" within the meaning of Treasury regulation (S)
1.806G-2(h). The owner of the Capitalized Interest Account for tax purposes
shall be OMI. For all federal tax purposes, amounts transferred by any of the
Pooling REMIC, the Intermediate REMIC, or the Issuing REMIC to the Capitalized
Interest Account shall be treated as amounts distributed by the applicable REMIC
to OMI.
(d) The Trustee shall release to OMI all funds remaining in the
Capitalized Interest Account on the Distribution Date immediately following the
final transfer of Subsequent Assets to the Trust upon written notice from an
officer of OMI to the Trustee (which may be contained in the Notice and
Direction to the Trustee under Section 10(b)(i) hereof) that all of the
Subsequent Assets have been transferred to the Trust.
34
Section 12. 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:
(i) the Interest Distribution Amount for each Class of the
Certificates for such Distribution Date (which shall equal the Priority
Interest Distribution Amount for the Corresponding Subaccount) and the
Carryover Interest Distribution Amount, as well as any Writedown Interest
Distribution Amount and any Carryover Writedown Interest Distribution
Amount, for each Class of the Certificates for such Distribution Date, and
the amount of interest of each such category to be distributed on each such
Class based upon the Available Distribution Amount for such Distribution
Date;
(ii) 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;
(iii) the aggregate amount, if any, to be distributed on the Residual
Certificates;
(iv) 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;
(v) 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;
(vi) 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;
35
(vii) 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;
(viii) 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;
(ix) the Pre-Funded Amount, if any, in the Pre-Funding Account on
such Distribution Date, the amount of funds, if any, used to purchase
Subsequent Assets during the Pre-Funding Period, the Capitalized Interest
Account Withdrawal Amount, and the amount of funds, if any, allocated as a
prepayment of principal at the end of the Pre-Funding Period;
(x) the Class B-2 Certificateholders' Interest Carryover Amount in
respect of the Class B-2 Certificates; and
(xi) the amount of the Guarantee Payment Amount, if any, for such
Distribution Date, the Aggregate amount of any unpaid Guarantee Payment
Amounts for any previous Distribution Dates, and the Guaranteed Class B-2
Certificate Principal Balance immediately prior to such Distribution Date.
In the case of information furnished pursuant to clauses (i), (ii) and
(iii) above, the amounts shall be expressed, with respect to any Class A, Class
M or Class B Certificate, as a dollar amount per $1,000 denomination.
(b) In addition to making available 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
make available 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).
Section 13. 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.
36
Section 14. Determination of One-Month LIBOR.
--------------------------------
(a) The Class A-1 Certificates will be entitled to receive on each
Distribution Date interest distributions at the Pass-Through Rate for such Class
as specified in Section 3 hereof.
(b) With respect to the Class A-1 Certificates, One-Month LIBOR shall be
determined as follows:
For each Floating Rate Determination Date, the Servicer will determine
the arithmetic mean of the London Interbank Offered Rate ("LIBOR")
quotations for one-month Eurodollar deposits ("One-Month LIBOR") for
the succeeding Interest Accrual Period for the Class A-1 Certificates
on the basis of the Reference Banks' offered LIBOR quotations provided
to the Servicer as of 11:00 a.m. (London time) for such Floating Rate
Determination Date. As used herein with respect to a Floating Rate
Determination Date, "Reference Banks" means leading banks engaged in
transactions in Eurodollar deposits in the international Eurocurrency
market (i) with an established place of business in London, (ii) whose
quotations appear on the Bloomberg Screen US0001M Index Page for the
Floating Rate Determination Date in question and (iii) which have been
designated as such by the Servicer and are able and willing to provide
such quotations to the Servicer for each Floating Rate Determination
Date; and "Bloomberg Screen US0001M Index Page" means the display
designated as page US0001M on the Bloomberg Financial Markets
Commodities News (or such other pages as may replace such page on that
service for the purpose of displaying LIBOR quotations of major
banks). If any Reference Bank should be removed from the Bloomberg
Screen US0001M Index Page or in any other way fails to meet the
qualifications of a Reference Bank, the Servicer may, in its sole
discretion, designate an alternative Reference Bank.
For each Floating Rate Determination Date, One-Month LIBOR for the
next succeeding Interest Accrual Period for the Class A-1 Certificates
will be established by the Servicer as follows:
(i) If, for any Floating Rate Determination Date, two or more of the
Reference Banks provide offered One-Month LIBOR quotations on the Bloomberg
Screen US0001M Index Page, One-Month LIBOR for the next Accrual Period for
the Class A-1 Certificates will be the arithmetic mean of such offered
quotations (rounding such arithmetic mean if necessary to the nearest five
decimal places).
(ii) If, for any Floating Rate Determination Date, only one or none
of the Reference Banks provides such offered One-Month LIBOR quotations for
the next applicable Interest Accrual Period, One-Month LIBOR for the next
Accrual Period for the Class A-1 Certificates will be the higher of (x)
One-Month LIBOR as determined for the previous Floating Rate Determination
Date and (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be
the rate per annum that the Servicer determines to be
37
either (A) the arithmetic mean (rounding such arithmetic mean if necessary
to the nearest five decimal places) of the one-month Eurodollar lending
rate that New York City banks selected by the Servicer are quoting, on the
relevant Floating Rate Determination Date, to the principal London offices
of at least two leading banks in the London Interbank market or (B) in the
event that the Servicer can determine no such arithmetic mean, the lowest
one-month Eurodollar lending rate that the New York City banks selected by
the Servicer are quoting on such Floating Rate Determination Date to
leading European banks.
(iii) If, for any Floating Rate Determination Date, the Servicer is
required but is unable to determine the Reserve Interest Rate in the manner
provided in paragraph (ii) above, One-Month LIBOR for the next applicable
Interest Accrual Period will be One-Month LIBOR as determined for the
previous Floating Rate Determination Date.
Notwithstanding the foregoing, One-Month LIBOR for an Interest Accrual
Period shall not be based on One-Month LIBOR for the previous Interest Accrual
Period on the Class A-1 Certificates for two consecutive Floating Rate
Determination Dates. If, under the priorities described above, One-Month LIBOR
for an Interest Accrual Period on the Class A-1 Certificates would be based on
One-Month LIBOR for the previous Floating Rate Determination Date for the second
consecutive Floating Rate Determination Date, the Servicer shall select an
alternative index (over which the Servicer has no control) used for determining
one-month Eurodollar lending rates that is calculated and published (or
otherwise made available) by an independent third party.
The establishment of One-Month LIBOR (or an alternative index) by the
Servicer and the Servicer's subsequent calculation of the Pass-Through Rate on
the Class A-1 Certificates for the relevant Interest Accrual Period, in the
absence of manifest error, will be final and binding.
Section 15. 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 B-2 Certificates will represent
beneficial ownership of a "regular interest" and the right to receive the Class
B-2 Certificateholders' Interest Carryover Amounts. The Subaccounts will be
designated as the "regular interests" in the Intermediate REMIC, and the
Subsidiary Interests will be designated as the "regular interests" in the
Pooling REMIC. The Class R Certificates represent beneficial ownership of the
"residual interest" in each of the Issuing REMIC, the Intermediate REMIC and the
Pooling REMIC and, following the division of the Class R Certificates into three
separately transferable, certificated and fully registered certificates in
accordance with Section 15(b) below, the Class R-1 Certificates will be
designated as the "residual interest" in the Issuing REMIC, the Class R-2
Certificates will be designated as the "residual interest" in the Intermediate
REMIC, and the Class R-3 Certificates will be designated as the "residual
interest" in the Pooling REMIC.
(b) Upon the request of any registered Holder of a Class R Certificate,
the Trustee shall issue to such Holder three separately transferable,
certificated and fully registered Certificates (a Class R-1 Certificate, a Class
R-2 Certificate and a Class R-3 Certificate), in substantially the forms of
Exhibit X-0, Xxxxxxx X-0 and Exhibit R-3 attached hereto. In the event
----------- ----------- -----------
38
that the Class R Certificates are exchanged for separately transferable Class
R-1, Class R-2 and Class R-3 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 Intermediate
REMIC, (3) the Class R-3 Certificates will be designated as the residual
interest in the Pooling REMIC, and (4) the restrictions on the transfer of a
Residual Certificate provided in the Standard Terms will apply to each of the
Class R-1, Class R-2 and the Class R-3 Certificates.
Section 16. Optional Termination and Auction Call.
-------------------------------------
(a) Section 9.01(b) of the Standard Terms is hereby amended by inserting
"the earlier of (A)" after "(2)" and by inserting, "or (B) February 2010" at the
end of the paragraph.
(b) 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.
(c) 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.
(d) 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.
(e) 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.
(f) The Servicer shall cooperate with and provide necessary information to
the Trustee in connection with any auction sale as described herein.
39
Section 17. Concerning the Contract of Insurance Holder.
-------------------------------------------
(a) Compliance with FHA Regulations and Filing of FHA Claims.
(i) The Contract of Insurance Holder shall at all times be
reflected as the lender of record solely for FHA regulatory purposes with
respect to each FHA Asset and shall maintain its status as a HUD approved
lender. To the extent applicable to the duties of the Contract of Insurance
Holder hereunder, the Contract of Insurance Holder shall take or refrain
from taking such actions as directed by the Claims Administrator, as
necessary or appropriate to maintain FHA Insurance for the FHA Assets.
(ii) As of the Closing Date and at all times thereafter, FHA
Insurance will cover the FHA Assets. The Servicer and Claims Administrator,
in each such capacity, covenants and agrees that it shall not take any
action that would reduce or otherwise diminish the protection of the FHA
Insurance. On or before March 1 of each year after the date of this
Agreement, the Servicer shall submit to the Trustee a certification letter
substantially in the form attached hereto as Exhibit SC.
----------
(iii) The Trustee hereby appoints the Claims Administrator to
facilitate the servicing of FHA Assets. The Claim Administrator shall
perform on behalf of the Contract of Insurance Holder the duties associated
with the submission of FHA claims in connection with the FHA Insurance,
except to the extent that certain documents must be signed by the Contract
of Insurance Holder (in which case the Contract of Insurance Holder may
appoint an attorney-in-fact to sign on its behalf) and shall not, in its
capacity as Claims Administrator or as Servicer, take any action or omit to
take any action that would cause the Contract of Insurance Holder to
violate this Section 17 or otherwise fail to maintain valid FHA Insurance
or cause any denial by FHA of an insurance claim.
(iv) The Contract of Insurance Holder shall not be deemed to have
violated this Section 17 and shall otherwise incur no liability hereunder
if any failure to maintain valid FHA Insurance or to comply with FHA
regulations requirements or any denial by FHA of an insurance claim shall
have been caused by any act or omission of the Servicer or Claims
Administrator in the performance of its duties hereunder.
(v) No Certificateholder, by virtue of holding a Certificate that
evidences a beneficial interest in any FHA Asset, shall have any right
against FHA or HUD with respect to the FHA Insurance applicable to any FHA
Asset, and each Certificateholder, by its acceptance of such Certificate,
or any interest therein, shall be deemed to have agreed to the foregoing.
(b) Regarding the Contract of Insurance Holder, the Servicer and the
Trustee.
(i) The Contract of Insurance Holder, the Servicer and the Trustee
(including any successor Trustee) shall at all times be approved by HUD as
Title I lender. The Contract of Insurance Holder shall not resign from the
obligations and duties imposed on it by this Agreement as Contract of
Insurance Holder except upon a determination that by reason of a change in
legal requirements or requirements imposed by the FHA (including, without
limitation, loss of its status as a HUD approved lender) the performance of
its
40
duties under this Agreement would cause it to be in violation of such legal
requirements or FHA imposed requirements in a manner which would result in
a material adverse effect on the Contract of Insurance Holder or cause it
to become ineligible to hold the FHA Insurance. Any such determination
permitting the resignation of the Contract of Insurance Holder shall be
evidenced by an Opinion of Counsel to such effect delivered and acceptable
to the Trustee. Upon receiving such notice of resignation, the FHA
Insurance shall be transferred to a qualified successor appointed by the
Servicer (which qualified successor must be a HUD approved Title I lender)
by written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Contract of Insurance Holder and one copy to the
successor contract of insurance holder.
(ii) If at any time the Contract of Insurance Holder shall become
incapable of acting, or shall fail to perform its obligations hereunder or
shall be adjudged as bankrupt or insolvent, or a receiver of the Contract
of Insurance Holder or of its property shall be appointed, or any public
officer shall take charge or control of the Contract of Insurance Holder or
of its property or affairs for the purpose of rehabilitation, conservation
or liquidation, or the Contract of Insurance Holder shall fail to be "well
capitalized" within the meaning of the Federal Deposit Insurance Act and
the regulations thereunder, then, in any such case the Servicer shall
remove the Contract of Insurance Holder and appoint a successor contract of
insurance holder (which successor must be a HUD approved lender) by written
instrument, in duplicate, one copy of which instrument shall be delivered
to the Contract of Insurance Holder so removed and one copy to the
successor contract of insurance holder. Upon removal of the Contract of
Insurance Holder, the outgoing Contract of Insurance Holder shall take all
action required to maintain the benefits of the FHA Insurance; provided
that, if the Contract of Insurance Holder is removed because it has failed
to be "well capitalized" as provided in the preceding sentence, the
Depositor and Servicer each shall bear the expenses incurred in connection
with such transfer.
(iii) Any resignation or removal of the Contract of Insurance Holder
and appointment of a successor contract of insurance holder pursuant to any
of the provisions of this Section 17 shall become effective upon acceptance
of appointment by the successor contract of insurance holder.
(iv) The Servicer shall be liable for and shall indemnify, defend
and hold harmless the Trustee and the Contract of Insurance Holder and its
officers, directors, employees, representatives and agents, from and
against and reimburse the Trustee and the Contract of Insurance Holder for
any and all claims, expenses, obligations, liabilities, losses, damages,
injuries (to person, property, or natural resources), penalties, stamp or
other similar taxes, actions, suits, judgments, reasonable costs and
expenses (including reasonable attorney's and agent's fees and expenses) of
whatever kind or nature regardless of their merit, demanded, asserted or
claimed against the Trustee and the Contract of Insurance Holder directly
or indirectly relating to, or arising from, claims against the Trustee and
the Contract of Insurance Holder by reason of its participation in the
transactions contemplated under this Section 17 and in connection with the
FHA Asset, including without limitation all reasonable costs required to be
associated with claims for damages to persons or property, and reasonable
attorneys' and consultants' fees and expenses and court costs, except to
the extent caused by the Trustee's or the
41
Contract of Insurance Holder's gross negligence or willful misconduct. The
provisions of this Section 17(b)(4) shall survive the termination of this
Agreement or the earlier resignation or removal of the Trustee or the
Contract of Insurance Holder.
Section 18. 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, 1.0% to the Class
A-IO Certificates, and 98% to the other Certificates in proportion with their
respective Certificate Principal Balance; provided, however, that the Class B-2
Certificates, the Class X Certificates and the Class R Certificates shall not be
entitled to any voting rights in respect of any matter concerning the
resignation, termination, appointment or any other matters in respect of the
service or duties of the Trustee.
Section 19. Trustee Certification.
---------------------
Section 2.03(c)(1)(C) of the Standard Terms is hereby amended by inserting
"(other than the Cut-off Date Principal Balance and the original Mortgage
Loan-to-Value Ratio of each Mortgage Loan)" after "Mortgage Loan Schedule."
Section 20. Amendments to the Standard Terms
--------------------------------
(a) Section 1.01 of the Standard Terms, the definition of "Business Day"
is hereby amended by replacing "the Trustee's Corporate Trust Office is" with
"the Servicer's offices or the Trustee's Corporate Trust Office are."
(b) Section 1.01 of the Standard Terms, the definition of "OAC" is hereby
amended by replacing "a North Carolina corporation" with "LLC, a Delaware
limited liability company."
(c) Section 3.04 of the Standard Terms is hereby amended by adding a new
subsection (f) as follows:
Section 3.04(f). Advance Facility.
(1) The Servicer is hereby authorized to enter into a financing or
other facility (any such arrangement, an "Advance Facility"), the
documentation for which complies with Section 3.04(f)(5) below, under which
(1) the Servicer assigns or pledges its rights under this Agreement to be
reimbursed for any or all P&I Advances and/or Servicing Advances to a
special-purpose bankruptcy-remote entity (an "SPV"), which in turn,
directly or through other assignees and/or pledgees, assigns or pledges
such rights to a Person, which may include a trustee acting on behalf of
holders of debt instruments (any such Person, an "Advance Financing
Person"), and/or (2) an Advance Financing Person agrees to fund some or all
P&I Advances and/or Servicing Advances required to be made by the Servicer
pursuant to this Agreement. No consent of the Trustee, Certificateholders
or any other party is required before the Servicer may enter into an
Advance Facility. Notwithstanding the existence of any Advance Facility
under which an Advance Financing Person agrees to fund P&I Advances and/or
Servicing Advances on the Servicer's behalf, the Servicer shall remain
obligated pursuant to this Agreement to make P&I Advances and Servicing
Advances pursuant to and as required by this Agreement,
42
and shall not be relieved of such obligations by virtue of such Advance
Facility. If the Servicer enters into an Advance Facility, and for so long
as an Advance Financing Person remains entitled to receive reimbursement
for any P&I Advances or Servicing Advances outstanding and previously
unreimbursed pursuant to this Agreement, then the Servicer shall not be
permitted to reimburse itself for P&I Advances and/or Servicing Advances,
as applicable, pursuant to Sections 3.04(b), 3.04(c), and/or 3.07(a) of
this Agreement, but instead the Servicer's assignee and designee (the
"Servicer's Assignee") shall have the right to withdraw from the
Certificate Account collections that the Servicer would otherwise have the
right to withdraw from the Certificate Account, pursuant to Section
3.07(a)(1) of this Agreement, amounts available to reimburse previously
xxxxxxxxxxxx X&X Advances ("P&I Advance Reimbursement Amounts") and/or
previously unreimbursed Servicing Advances ("Servicing Advance
Reimbursement Amounts" and together with P&I Advance Reimbursement Amounts,
"Reimbursement Amounts") (in each case to the extent such type of Advance
is included in the Advance Facility). Notwithstanding anything to the
contrary herein, in no event shall P&I Advance Reimbursement Amounts or
Servicing Advance Reimbursement Amounts be included in the "Available
Distribution" or distributed to Certificateholders. In addition, the
Trustee shall remit Reimbursement Amounts which are deposited into the
Distribution Account for a Series pursuant to Section 4.03(2).
(2) If the Servicer enters into an Advance Facility, the Servicer and
the related Advance Financing Person shall deliver to the Trustee a written
notice of the existence of such Advance Facility (an "Advance Facility
Notice"), stating the identity of the Advance Financing Person and the
related Servicer's Assignee, and specifying what P&I Advances and/or
Servicing Advances are covered by the Advance Facility. An Advance Facility
Notice may only be terminated by the joint written direction of the
Servicer and the related Advance Financing Person.
(3) Reimbursement Amounts shall consist solely of amounts in respect
of P&I Advances and/or Servicing Advances made with respect to the Assets
for which the Servicer would be permitted to reimburse itself in accordance
with Sections 3.04(b), 3.04(c), and/or 3.07(a) hereof, assuming the
Servicer had made the related P&I Advance(s) and/or Servicing Advance(s).
(4) An Advance Financing Person who receives an assignment or pledge
of rights to receive Reimbursement Amounts and/or whose obligations
hereunder are limited to the funding of P&I Advances and/or Servicing
Advances shall not be required to meet the criteria for qualification of
Section 6.07 hereof.
(5) The documentation establishing any Advance Facility shall require
that Reimbursement Amounts distributed with respect to each Series be
allocated to outstanding xxxxxxxxxxxx X&X Advances or Servicing Advances
(as the case may be) made with respect to that Series on a "first-in, first
out" ("FIFO") basis. In the event that, as a result of this FIFO
allocation, some or all of a Reimbursement Amount for a Series relates to
P&I Advances or Servicing Advances that were made by a Person other than
Oakwood Acceptance Corporation, LLC (successor by merger to Oakwood
Acceptance Corporation) or the Advance Financing Person, then the
Servicer's Assignee shall be
43
required to remit any portion of such Reimbursement Amount to each person
entitled to such portion of such Reimbursement Amount. At any time when the
Advance Financing Person shall have ceased funding P&I Advances and/or
Servicing Advances (as the case may be) with respect to a Series, and the
Servicer's Assignee shall have withdrawn from the related Certificate
Account Reimbursement Amounts sufficient to reimburse all P&I Advances
and/or Servicing Advances (as the case may be), the right to reimbursement
for which were assigned to the Servicer's Assignee, then the Servicer's
Assignee and the Advance Financing Person and the Servicer shall deliver a
written notice to the Trustee terminating the Advance Facility Notice with
respect to the Series, whereupon the Servicer shall again be entitled to
withdraw the related Reimbursement Amounts from the Certificate Account
pursuant to Section 3.07(a)(1). Without limiting the generality of the
foregoing, the Servicer shall remain entitled to be reimbursed by the
Advance Financing Person for all P&I Advances and Servicing Advances funded
by the Servicer to the extent the related Reimbursement Amount(s) have not
been assigned or pledged to an Advance Financing Person or related
Servicer's Assignee. By way of illustration, and not by way of limiting the
generality of the foregoing, if a Servicer who is a party to an Advance
Facility resigns or is terminated, and is replaced by a successor Servicer,
and the successor Servicer directly funds P&I Advances or Servicing
Advances with respect to a Series and does not assign or pledge the related
Reimbursement Amounts to the Advance Financing Person, then after all
Reimbursement Amounts attributable to such Series that are owed to the
predecessor Servicer and the Advance Financing Person, which were made
prior to any Advances made by the successor Servicer, have been reimbursed
in full, then the successor Servicer shall be entitled to receive all
Reimbursement Amounts subsequently collected with respect to that Series.
(6) The parties hereto acknowledge that Oakwood Acceptance
Corporation, LLC (successor by merger to Oakwood Acceptance Corporation) as
Servicer, has assigned, conveyed and transferred all of its rights to
reimbursement, pursuant to Sections 3.04(b), 3.04(c), 3.07(a)(1) and
4.03(2) hereof, in respect of now existing outstanding P&I Advances and, to
the extent described in the P&I Advance Facility Indenture referred to
below, P&I Advances that may be disbursed by the Servicer in the future, to
Oakwood Advance Receivables Company, L.L.C. (the "Advance SPV"). The
Advance SPV is the Servicer's Assignee with respect to this Advance
Facility, and shall be entitled to withdraw P&I Advance Reimbursement
Amounts from the Certificate Account pursuant to this Section 3.04(f) and
Section 3.07(a)(1). The Advance SPV shall remit P&I Advance Reimbursement
Amounts that it withdraws from the Certificate Account, subject to Section
3.04(f)(5) above, to JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank), as Trustee (the "P&I Advance Facility Trustee") under the
Indenture (the "P&I Advance Facility Indenture"), dated as of September 28,
2001, by and among the Advance SPV, as issuer, JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as trustee, calculating agent
and paying agent, and Oakwood Acceptance Corporation, LLC (successor by
merger to Oakwood Acceptance Corporation) as REMIC Servicer. The P&I
Advance Facility Trustee is the Advance SPV's pledgee with respect to the
right to be reimbursed for such P&I Advances, and is the "Advance Financing
Person" for purposes of the other provisions of this Section 3.04(f) with
respect to the Advance Facility described in this subsection (f). The
parties hereto further agree that any rights of set-off that the Trust may
otherwise have against
44
Oakwood Acceptance Corporation, LLC (successor by merger to Oakwood
Acceptance Corporation) or the Servicer hereunder shall not attach to any
rights to be reimbursed for P&I Advances that have been sold, transferred,
conveyed and otherwise assigned to the Advance SPV. The parties hereto
further covenant and agree that this Subsection 3.04(f)(6) may not be
amended or otherwise modified without the prior written consent of 100% of
the holders of the notes issued pursuant to the P&I Advance Facility
Indenture, unless and until such notes shall have been paid in full or the
P&I Advance Facility Indenture shall have been discharged and terminated.
(d) Subsection 3.07(a)(1) of the Standard Terms is hereby deleted and
replaced in its entirety with the following:
(1) to reimburse itself for any Advances previously made, which
Advances remain unreimbursed, pursuant to the provisions of Section 3.04(c)
(including, without limitation, if such Advances have been determined by
the Servicer to have become Non-Recoverable Advances, out of any funds on
deposit in the Certificate Account);
(e) Subsection 3.07(c) of the Standard Terms is hereby amended by adding
as the last sentence of the subsection: "Any Early Payments used by the Servicer
to cover delinquencies shall be replaced by the Servicer or from Early Payments
when they become part of the Available Distribution Amount."
(f) Section 3.11 of the Standard Terms is hereby amended by adding "(a)"
before the first paragraph and adding as a second paragraph the following:
(b) Neither OMI nor the Trust shall organize under the law of any
jurisdiction other than the State under which each is organized as of the
Closing Date (whether changing its jurisdiction of organization or
organizing under an additional jurisdiction) without giving 30 days prior
written notice of such action to its immediate and mediate transferee,
including the Trustee. Before effecting such change, each of OMI or the
Trust proposing to change its jurisdiction of organization shall prepare
and file in the appropriate filing office any financing statements or other
statements necessary to continue the perfection of the interests of its
immediate and mediate transferees, including the Trustee, in the Mortgage
Loans. In connection with the transactions contemplated by the Pooling and
Servicing Agreement, each of OMI and the Trust authorizes its immediate or
mediate transferee, including the Trustee, to file in any filing office any
initial financing statements, any amendments to financing statements, any
continuation statements, or any other statements or filings necessary to
comply with this Section 3.11(b).
(g) Subsection 4.03(2) of the Standard Terms is hereby deleted and
replaced in its entirety with the following:
(2) without duplication, to reimburse the Servicer or pay to the
Servicer's Assignee, as appropriate, from any amounts on deposit in the
Distribution Account for any Advance previously made which has become a
Non-Recoverable Advance, and to reimburse the Servicer or pay to the
Servicer's Assignee, as appropriate, for any other
45
Advance pursuant to the provisions of Section 3.04(c), to the extent not
previously withdrawn from the Certificate Account by the Servicer or the
Servicer's Assignee;
(h) Section 5.06 of the Standard Terms is hereby amended by (1) adding
"Except for the Class A-1 Certificates," before "Certificates," and (2) adding
as the last sentence of the section: "The Class A-1 Certificates shall accrue
interest at the applicable Pass-Through Rate on the basis of a 360-day year and
the actual number of days elapsed in the applicable Interest Accrual Period."
Section 21. 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, except that the rights, duties, immunities and
indemnities of the Trustee shall be construed in accordance with and governed by
the laws of the State of New York. 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 22. 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 23. 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 24. 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.
[Remainder of Page Intentionally Left Blank]
46
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/ Xxxxxx X. Xxxxxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President
OAKWOOD ACCEPTANCE CORPORATION, LLC
By: /s/ Xxxxxxx X. Xxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
JPMORGAN CHASE BANK,
as Trustee and as Contract of Insurance Holder
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Assistant Vice President
[Pooling and Servicing Agreement - 2002 - A]
STATE OF ARIZONA )
) s.
COUNTY OF MARICOPA )
The foregoing instrument was acknowledged before me in the County of
Maricopa this 26/th/ day of February, 2002 by Xxxxxx X. Xxxxxxxxx, President of
Oakwood Mortgage Investors, Inc., a Nevada corporation, on behalf of the
corporation.
/s/ Xxxxx X. Xxxxxxx
--------------------------------
Notary Public
My Commission expires: November 14, 2004
-----------------
[Pooling and Servicing Agreement - 2002 - A]
STATE OF NORTH CAROLINA )
) s.
COUNTY OF GUILFORD )
The foregoing instrument was acknowledged before me in the County of
Guilford this 26/th/ day of February, 2002 by Xxxxxxx X. Xxxx, Vice President of
Oakwood Acceptance Corporation, LLC, a Delaware limited liability company (as
successor to Oakwood Acceptance Corporation, a North Carolina corporation), on
behalf of the company.
/s/ Xxxx X. Xxxxxx
--------------------------------
Notary Public
My Commission expires: November 30, 2005
-----------------
[Pooling and Servicing Agreement - 2002 - A]
STATE OF NEW YORK )
) s.
CITY OF NEW YORK )
The foregoing instrument was acknowledged before me in the City of New
York, this 26/th/ day of February, 2002 by Xxxxx Xxxxxxx, Assistant Vice
President of JPMorgan Chase Bank, a New York banking corporation, on behalf of
the corporation.
/s/ Xxxxxxxx X. Ravens
--------------------------------
Notary Public
My Commission expires: August 7, 2002
--------------
[Pooling and Servicing Agreement - 2002 - A]
INDEX TO SCHEDULES AND EXHIBITS
Schedule IA Initial Contract Schedule
Schedule IB Initial Mortgage Loan Schedule
Schedule IIA Subsequent Contract Schedule
Schedule IIB Subsequent Mortgage Loan Schedule
Schedule III Class A-IO Scheduled Notional Principal Balance Schedule
Exhibit A-1 Form of Class A-1 Certificate
Exhibit A-2 Form of Class A-2 Certificate
Exhibit A-3 Form of Class A-3 Certificate
Exhibit A-4 Form of Class A-4 Certificate
Exhibit A-IO Form of Class A-IO 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
Exhibit PF Form of Notice and Direction to Trustee under Section 10(b)(1)
Exhibit SC Form of Servicer Certification Letter
1
SCHEDULE IA
Initial Contract Schedule
[On File at Hunton & Xxxxxxxx]
Schedule IA-1
SCHEDULE IB
Initial Mortgage Loan Schedule
[On File at Hunton & Xxxxxxxx]
Schedule IB-1
SCHEDULE IIA
Subsequent Contract Schedule
Schedule IIA-2
SCHEDULE IIB
Subsequent Mortgage Loan Schedule
Schedule IIB-1
SCHEDULE III
Class A-IO Certificate Notional Principal Balance Schedule
Distribution Notional Distribution Notional Distribution Notional
Date Balance Date Balance Date Balance
---- ------- ---- ------- ---- -------
March 2002 $26,100,000 November 2004 $19,500,000 July 2007 $13,300,000
April 2002 26,100,000 December 2004 18,900,000 August 2007 13,300,000
May 2002 26,100,000 January 2005 18,900,000 September 2007 12,800,000
June 2002 25,600,000 February 2005 18,900,000 October 2007 12,800,000
July 2002 25,600,000 March 2005 18,200,000 November 2007 12,800,000
August 2002 25,600,000 April 2005 18,200,000 December 2007 12,400,000
September 2002 25,000,000 May 2005 18,200,000 January 2008 12,400,000
October 2002 25,000,000 June 2005 17,600,000 February 2008 12,400,000
November 2002 25,000,000 July 2005 17,600,000 March 2008 11,900,000
December 2002 24,400,000 August 2005 17,600,000 April 2008 11,900,000
January 2003 24,400,000 September 2005 17,000,000 May 2008 11,900,000
February 2003 24,400,000 October 2005 17,000,000 June 2008 11,500,000
March 2003 23,700,000 November 2005 17,000,000 July 2008 11,500,000
April 2003 23,700,000 December 2005 16,400,000 August 2008 11,500,000
May 2003 23,700,000 January 2006 16,400,000 September 2008 11,100,000
June 2003 23,100,000 February 2006 16,400,000 October 2008 11,100,000
July 2003 23,100,000 March 2006 15,900,000 November 2008 11,100,000
August 2003 23,100,000 April 2006 15,900,000 December 2008 10,700,000
September 2003 22,400,000 May 2006 15,900,000 January 2009 10,700,000
October 2003 22,400,000 June 2006 15,300,000 February 2009 10,700,000
November 2003 22,400,000 July 2006 15,300,000 March 2009 10,300,000
December 2003 21,700,000 August 2006 15,300,000 April 2009 10,300,000
January 2004 21,700,000 September 2006 14,800,000 May 2009 10,300,000
February 2004 21,700,000 October 2006 14,800,000 June 2009 9,900,000
March 2004 20,900,000 November 2006 14,800,000 July 2009 9,900,000
April 2004 20,900,000 December 2006 14,300,000 August 2009 9,900,000
May 2004 20,900,000 January 2007 14,300,000 September 2009 9,600,000
June 2004 20,200,000 February 2007 14,300,000 October 2009 9,600,000
July 2004 20,200,000 March 2007 13,800,000 November 2009 9,600,000
August 2004 20,200,000 April 2007 13,800,000 December 2009 9,200,000
September 2004 19,500,000 May 2007 13,800,000 January 2010 9,200,000
October 2004 19,500,000 June 2007 13,300,000 February 2010 9,200,000
Schedule III-1
EXHIBIT PF
Form of Notice and Direction to Trustee under Section 10(b)(i)
----------
date
JPMorgan Chase Bank,
as Trustee
000 Xxxx 00/xx/ Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Oakwood Mortgage Investors, Inc., Series 2002-A
Notification and Direction to the Trustee Regarding
Transfer of Subsequent Assets to the Trust
------------------------------------------
Ladies and Gentlemen:
Pursuant to Section 10(b)(i) of the Pooling and Servicing Agreement,
dated as of February 1, 2002, by and among Oakwood Mortgage Investors, Inc., a
Nevada corporation ("OMI"), Oakwood Acceptance Corporation, LLC, a Delaware
limited liability company, and JPMorgan Chase Bank, as Trustee (the "Trustee"),
the undersigned hereby notify and direct you, as Trustee, that on ___________,
2002 (the "Subsequent Transfer Date") OMI will transfer to the Trustee on behalf
of the Trust the additional assets identified on Schedule A attached hereto (the
----------
"Subsequent Assets") with a principal balance as of the Subsequent Transfer Date
of $______________ (the "Subsequent Asset Balance"). In consideration for the
delivery by OMI to the Trust of the Subsequent Assets, the undersigned hereby
direct you to withdraw an amount from the Pre-Funding Account equal to the
Subsequent Asset Balance on the Subsequent Asset Transfer Date and pay such
amount to or upon the order of OMI with respect to this transfer and assignment.
Capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Pooling and Servicing Agreement.
OAKWOOD MORTGAGE INVESTORS, INC.
By:
----------------------------
Name:
Title:
Exhibit PF-1
Exhibit SC
Form of Servicer Certification Letter
----------
date
JPMorgan Chase Bank,
as Trustee
000 Xxxx 00/xx/ Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Oakwood Mortgage Investors, Inc., Series 2002-A
Notification and Direction to the Trustee Regarding
Transfer of Subsequent Assets to the Trust
------------------------------------------
Ladies and Gentlemen:
For the year ending on December 31, 20__ and in accordance with Section
17(a)(ii) of the Pooling and Servicing Agreement, dated as of February 1, 2002,
by and among Oakwood Mortgage Investors, Inc., a Nevada corporation ("OMI"),
Oakwood Acceptance Corporation, LLC, a Delaware limited liability company, and
JPMorgan Chase Bank, as Trustee (the "Trustee"), we hereby certify the following
matters concerning the following matters for the Oakwood Mortgage Investors,
Inc., Senior/Subordinated Pass-Through Certificates, Series 2002-A, that we
service for JPMorgan Chase Bank:
1. Taxes, MIP and Insurance premiums and reserve for replacement
repayments have been properly collected and applied in accordance
with the mortgage, regulatory agreement and other appropriate
documents.
2. Property Insurance is at FHA required levels and is in full force.
3. All payments due under the terms of the mortgage have been
properly collected and applied to a Custodial Account titled
("Servicer" in trust for JPMorgan Chase Bank and name of the
----------------------------------------------------------
specific mortgagor). Enclose a copy of the most recent bank
------------------
statement for the account.
4. Our servicer's fidelity bond and errors and omissions insurance
are current and comply with the requirements of the insurance.
Attached is a copy of the current binder.
5. Our qualification as a FHA approved Mortgagee is in full force and
effect.
Exhibit SC-1
6. An annual property inspection has been completed for the year
ending December 31, 20__ and is attached.
7. All U.C.C.s required under the terms of the mortgage loan
documents are current.
Oakwood Acceptance Corporation, LLC
By:
-------------------------------------
Name:
Title:
Exhibit SC-2
