EXHIBIT 4.1
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OAKWOOD MORTGAGE INVESTORS, INC.,
OAKWOOD ACCEPTANCE CORPORATION
AND
CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION,
AS TRUSTEE
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AMENDMENT NO. 1 TO
SERIES 1998-B POOLING AND SERVICING AGREEMENT
Dated as of December 11, 2000
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OAKWOOD MORTGAGE INVESTORS, INC.,
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 1998-B
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AMENDMENT NO. 1 (the "Amendment") dated as of December 11, 2000 to the
Series 1998-B Pooling and Servicing Agreement, dated as of May 1, 1998 (the
"Series Agreement") among OAKWOOD MORTGAGE INVESTORS, INC., a North Carolina
corporation (the "Company"), OAKWOOD ACCEPTANCE CORPORATION, North Carolina
corporation, as servicer (the "Servicer"), and CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION, a national banking association, as trustee (successor in
interest to PNC Bank, National Association, the "Trustee"). The Series
Agreement, together with the Company's Standard Terms to Pooling and Servicing
Agreement, November 1995 Edition, as amended from time to time (the "Standard
Terms") are referred to herein as the "Pooling and Servicing Agreement".
PRELIMINARY STATEMENT
Section 11.01 of the Standard Terms provides, inter alia, that the
Pooling and Servicing Agreement may be amended from time to time by the Company,
the Servicer, and the Trustee, without the consent of any of the
Certificateholders to cure any ambiguity in the Pooling and Servicing Agreement,
or to correct or supplement any provision of the Pooling and Servicing Agreement
that may be inconsistent with any other provision of the Pooling and Servicing
Agreement; provided, that such action shall not affect adversely the interests
of any Certificateholder, as evidenced by an opinion of counsel independent from
the Company, the Servicer and the Trustee or a letter from each Rating Agency
from whom the Company requested a rating of any of the related Certificates
stating that such action will not result in a downgrading of the rating of any
of the related Certificates rated by such Rating Agency at the request of the
Company, as specified in section 11.01 of the Standard Terms.
All capitalized terms not otherwise defined herein are defined in the
Pooling and Servicing Agreement. All Article, Section or Subsection references
herein shall mean Article, Section or Subsections of the Pooling and Servicing
Agreement, except as otherwise provided herein.
SECTION 1. Amendment to Series Agreement.
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(a) Section 2. The definition of "Limited Guarantee Payment
Amount" is hereby amended by deleting such definition in its
entirety and replacing such definition with the following:
"Limited Guarantee Payment Amount": With respect to any
Distribution Date, after giving effect to the allocation of
the Available Distribution Amount for such date, the sum of
(a) any due but unpaid Interest Distribution Amount, Carryover
Interest Distribution Amount, Writedown Interest Distribution
Amount and Carryover Writedown Interest Distribution Amount
distributable on
such Distribution Date pursuant to clauses (v), (xi)(A) and
(xi)(B) of Section 5(b) hereof and (b) any due but unpaid
principal amounts disrtibutable on such Distribution Date
pursuant to clauses (xi)(C) and (xi)(D) under Section 5(b)
hereof.
SECTION 2. Counterparts.
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This Amendment may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all of such
counterparts shall together constitute but one and the same instrument.
SECTION 3. Governing Law.
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THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NORTH CAROLINA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, Oakwood Mortgage Investors, Inc., Oakwood
Acceptance Corporation and the Trustee have caused this Amendment to be duly
executed by their respective officers thereunto duly authorized as of the date
first above written.
OAKWOOD MORTGAGE INVESTORS,
INC.
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: President
OAKWOOD ACCEPTANCE
CORPORATION, as Servicer
By:/s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Vice President
CHASE MANHATTAN TRUST
COMPANY, NATIONAL ASSOCIATION,
as Trustee
By:/s/ Xxxx X. Xxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxx
Title: Assistant Vice President