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OAKWOOD MORTGAGE INVESTORS, INC.,
OAKWOOD ACCEPTANCE CORPORATION
AND
PNC BANK, NATIONAL ASSOCIATION,
TRUSTEE
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SERIES 1997-B POOLING AND SERVICING AGREEMENT
DATED AS OF MAY 1, 1997
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OAKWOOD MORTGAGE INVESTORS, INC.
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 1997-B
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THIS SERIES 1997-B POOLING AND SERVICING AGREEMENT, dated as of May 1,
1997, is made with respect to the formation of OMI Trust 1997-B (the "Trust")
among OAKWOOD MORTGAGE INVESTORS, INC., a North Carolina corporation ("OMI"),
OAKWOOD ACCEPTANCE CORPORATION, a North Carolina corporation ("OAC" and, in its
capacity as servicer, the "Servicer"), and PNC BANK, NATIONAL ASSOCIATION, a
national banking association, as trustee (the "Trustee"), under this Agreement
and the Standard Terms to Pooling and Servicing Agreement, November 1995 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 $178,456,192, to be known as the Senior/Subordinated Pass-Through
Certificates, Series 1997-B (the "Certificates"). The Certificates consist of 10
Classes that in the aggregate evidence the entire beneficial ownership interest
in the Trust.
In accordance with Section 10.01 of the Standard Terms, the Trustee
will make an election to treat all of the assets of the Trust as two real estate
mortgage investment conduits (each, a "REMIC" and, individually, the "Pooling
REMIC" and the "Issuing REMIC") for federal income tax purposes. The Pooling
REMIC will consist of the Distribution Account and the Assets listed on the
Asset Schedule attached as Schedule I (as defined below) hereto. The Issuing
REMIC will consist of the eight Subaccounts designated as provided herein, the
Class M Liquidity Account and the Class B-1 Liquidity Account. The "startup day"
of each REMIC for purposes of the REMIC Provisions is the Closing Date.
GRANTING CLAUSES
To provide for the distribution of the principal of and interest on the
Certificates in accordance with their terms, all of the sums distributable under
the Pooling and Servicing Agreement with respect to the Certificates and the
performance of the covenants contained in this Pooling and Servicing Agreement,
OMI hereby bargains, sells, conveys, assigns and transfers to the Trustee, in
trust and as provided in this Pooling and Servicing Agreement, without recourse
and for the exclusive benefit of the Holders of the Certificates, all of OMI's
right, title and interest in and to, and any and all benefits accruing to OMI
from, (a) the Contracts listed in Schedule IA hereto and the Mortgage Loans
(together with the Contracts, the "Assets") listed in Schedule IB hereto
(Schedule IA and Schedule IB shall be collectively referred to herein as
"Schedule I"), together with the related Asset Documents, and all payments
thereon and proceeds of the conversion, voluntary or involuntary, of the
foregoing, including,
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without limitation, all rights to receive all principal and interest payments
due on the Assets after the Cut-off Date, including such scheduled payments
received by OMI or OAC on or prior to the 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 Cutoff
Date; (b) the security interests in the Manufactured Homes, Mortgaged Properties
and Real Properties granted by the Obligors pursuant to the related Assets; (c)
all funds, other than investment earnings, relating to the Assets on deposit in
the Certificate Account or the Distribution Account for the Certificates and all
proceeds thereof, whether in the form of cash, instruments, securities or other
properties; (d) the Class M Liquidity Account, the Class B-1 Liquidity Account
and all amounts on deposit in each; (e) any and all rights, privileges and
benefits accruing to OMI under the Sales Agreement with respect to the Assets
(provided that OMI shall retain its rights to indemnification from the Seller
under such Sales Agreement, but also hereby conveys its rights to such
indemnification to the Trustee as its assignee), including the rights and
remedies with respect to the enforcement of any and all representations,
warranties and covenants under such Sales Agreement; and (f) proceeds of all the
foregoing (including, but not by way of limitation, all proceeds of any Standard
Hazard Insurance Policy or FHA Insurance, or any other insurance policy relating
to any of the Assets, cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment
of any and every kind, and other forms of obligations and receivables that at
any time constitute all or part or are included in the proceeds of any of the
foregoing) to make distributions on the Certificates as specified herein (the
items referred to in clauses (a) through (f) above shall be collectively
referred to herein as the "Trust Estate").
The Trustee acknowledges the foregoing, accepts the trusts hereunder in
accordance with the provisions hereof and the Standard Terms and agrees to
perform the duties herein or therein required to the best of its ability to the
end that the interests of the Holders of the Certificates may be adequately and
effectively protected.
SECTION 1. STANDARD TERMS.
OMI, the Servicer and the Trustee acknowledge that the Standard Terms
prescribe certain obligations of OMI, the Servicer and the Trustee with respect
to the Certificates. OMI, the Servicer and the Trustee agree to observe and
perform such prescribed duties, responsibilities and obligations, and
acknowledge that, except to the extent inconsistent with the provisions of this
Pooling and Servicing Agreement, the Standard Terms are and shall be a part of
this Pooling and Servicing Agreement to the same extent as if set forth herein
in full.
SECTION 2. DEFINED TERMS.
With respect to the Certificates and in addition to or in replacement
for the definitions set forth in Section 1.01 of the Standard Terms, the
following definitions shall be assigned to the defined terms set forth below:
"Accrual Date": The Accrual Date shall be May 1, 1997.
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"Adjusted Certificate Principal Balance": With respect to each Class of
Offered Subordinated Certificates on any date of determination, its Certificate
Principal Balance immediately following the most recently preceding Distribution
Date reduced by all Writedown Amounts allocated to such Class on such
Distribution Date.
"Adjusted Subaccount Principal Balance": With respect to each of the
Corresponding Subaccounts relating to the Offered Subordinated Certificates, on
any date of determination, its Subaccount Principal Balance immediately
following the most recently preceding Distribution Date reduced by all Writedown
Amounts allocated to such Subaccount on such Distribution Date.
"Average Sixty-Day Delinquency Ratio": With respect to any Distribution
Date, the arithmetic average of the Sixty-Day Delinquency Ratios for such
Distribution Date and the two preceding Distribution Dates. The "Sixty-Day
Delinquency Ratio" for a Distribution Date is the percentage derived from the
fraction, the numerator of which is the aggregate Scheduled Principal Balance
(as of the end of the preceding Prepayment Period) of all Assets (including
Assets in respect of which the related Manufactured Home, Real Property or
Mortgage Property has been repossessed or foreclosed upon but not yet disposed
of) as to which a Monthly Payment thereon is delinquent 60 days or more as of
the end of the related Collection Period, and the denominator of which is the
Pool Scheduled Principal Balance for such Distribution Date.
"Average Thirty-Day Delinquency Ratio": With respect to any
Distribution Date, the arithmetic average of the Thirty-Day Delinquency Ratios
for such Distribution Date and the two preceding Distribution Dates. The
"Thirty-Day Delinquency Ratio" for a Distribution Date is the percentage derived
from the fraction, the numerator of which is the aggregate Scheduled Principal
Balance (as of the end of the preceding Prepayment Period) of all Assets
(including Assets in respect of which the related Manufactured Home, Real
Property or Mortgage Property has been repossessed or foreclosed upon but not
yet disposed of) as to which a Monthly Payment thereon is delinquent 30 days or
more as of the end of the related Collection Period, and the denominator of
which is the Pool Scheduled Principal Balance for such Distribution Date.
"Book-Entry Certificates": The Class A, Class M and Class B
Certificates.
"Carryover Interest Amount": With respect to each Class of
Certificates, except the Class X Certificates and the Residual Certificates, and
each Distribution Date, all amounts that were distributable on such Class as
Interest Distribution Amounts on previous Distribution Dates that remain unpaid,
together with interest on each overdue Interest Distribution Amount that
comprises the Carryover Interest Amount at the Pass-Through Rate in effect for
such Class from time to time from the last day of the Interest Accrual Period in
which such overdue Interest Distribution Amount accrued through the last day of
the related Interest Accrual Period, to the extent not previously distributed.
With respect to each Subaccount on each Distribution Date, all amounts that were
allocable to such Subaccount as Priority Interest Amounts on previous
Distribution Dates that remain unpaid, together with interest on each overdue
Priority Interest Amount that comprises the Carryover Interest Amount at the
applicable Pass-Through Rate in effect for the Corresponding Certificates with
respect to such Subaccount from time to time from
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the last day of the Interest Accrual Period in which such overdue Priority
Interest Amount accrued through the last day of the related Interest Accrual
Period, to the extent not previously distributed.
"Carryover Non-Priority Interest Amount": For any Subaccount, on any
Distribution Date, all amounts that were distributable on such Subaccount as
Non-Priority Interest Amounts on previous Distribution Dates that remain unpaid.
"Carryover Writedown Interest Amount": With respect to each
Distribution Date and each related Class or Subaccount, Writedown Interest
Amounts remaining unpaid from previous Distribution Dates.
"Class A Certificates": The Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates and Class A-5
Certificates.
"Class A/M Percentage": With respect to each Distribution Date,
generally the percentage derived from the fraction (which shall not be greater
than 1), the numerator of which is the sum of the aggregate Certificate
Principal Balances of the Class A Certificates and the Class M Certificates
immediately prior to such Distribution Date and the denominator of which is the
aggregate Certificate Principal Balance of all the Certificates immediately
prior to such Distribution Date; PROVIDED, HOWEVER, that if (z) the percentage
derived from the fraction (which shall not be greater than 1), the numerator of
which is the Class B Principal Balance immediately prior to such Distribution
Date and the denominator of which is the sum of the Class A Principal Balance,
the Class M Principal Balance and the Class B Principal Balance, each
immediately prior to such Distribution Date, is greater than (y) the percentage
derived from the fraction (which shall not be greater than 1), the numerator of
which is the Class B Principal Balance immediately prior to such Distribution
Date less the Class B-2 Floor Amount for such Distribution Date, and the
denominator of which is the Principal Distribution Amount for such Distribution
Date, then the Class A/M Percentage for such Distribution Date shall equal the
lesser of (x) the percentage derived from the fraction (which shall not be
greater than 1), the numerator of which is the sum of the Class A Principal
Balance and the Class M Principal Balance immediately prior to such Distribution
Date and the denominator of which is the Principal Distribution Amount for such
Distribution Date, and (w) 100% less the percentage derived from the fraction
(which shall not be greater than 1), the numerator of which is the Class B
Principal Balance immediately prior to such Distribution Date less the Class B-2
Floor Amount for such Distribution Date, and the denominator of which is the
Principal Distribution Amount for such Distribution Date. The "Class A Principal
Balance", "Class M Principal Balance" and "Class B Principal Balance" will be
based on the Certificate Principal Balance of the Certificates.
"Class A Subaccounts": Any or all, as appropriate, of the Class X-0,
Xxxxx X-0, Class A-3, Class A-4 or Class A-5 Subaccounts.
"Class B Certificates": The Class B-1 Certificates and Class B-2
Certificates.
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"Class B-1 Liquidity Account": The fund established pursuant to Section
6(b) hereof and to be applied specifically to the Class B-1 Certificates. The
Class B-1 Liquidity Account shall be deemed to be a "Reserve Fund" as such term
is defined in the Standard Terms.
"Class B-1 Liquidity Account Draw Amount": On any Distribution Date,
the lesser of (i) the amount on deposit in the Class B-1 Liquidity Account, and
(ii) the aggregate amount of any Interest Distribution Amounts, Carryover
Interest Amounts, Writedown Interest Amounts and Carryover Writedown Interest
Amounts due on the Class B-1 Certificates that are not distributed out of the
Available Distribution for such Distribution Date.
"Class B-1 Liquidity Account Required Amount": On any Distribution
Date, three months of interest at the Class B-1 Pass-Through Rate on the Class
B-1 Certificate Principal Balance after giving effect to principal distributions
on such Distribution Date.
"Class B-2 Floor Amount": With respect to any Distribution Date, either
(a) 2.44% of the aggregate principal balance of the Assets as of the Cut-off
Date, if the Class M Certificate Principal Balance has not been reduced to zero
immediately prior to such Distribution Date, and (b) zero, if the Class M
Certificate Principal Balance has been reduced to zero immediately prior to such
Distribution Date.
"Class B Cross-over Date": The later to occur of (a) the Distribution
Date occurring in December 2001 or (b) the first Distribution Date on which the
Class B Percentage equals or exceeds 1.75 times the initial Class B Percentage.
"Class B Percentage": With respect to each Distribution Date, the
difference between 100% and the Class A/M Percentage for such Distribution Date.
"Class B Principal Distribution Tests": With respect to each
Distribution Date: (a) the Average Sixty-Day Delinquency Ratio as of such
Distribution Date does not exceed 5%; (b) the Average Thirty-Day Delinquency
Ratio as of such Distribution Date does not exceed 7%; (c) the Cumulative
Realized Losses as of such Distribution Date do not exceed an amount equal to
the percentage set forth below of the initial aggregate Certificate Principal
Balance of all the Certificates:
Distribution Dates Percentage
December 2001 through May 2003 7%
June 2003 through May 2004 8%
June 2004 through and after 9%
; and (d) the Current Realized Loss Ratio as of such Distribution Date does not
exceed 2.75%.
"Class B Subaccounts": Any or all, as appropriate, of the Class B-1 or
Class B-2 Subaccounts.
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"Class M Certificates": The Class M Certificates.
"Class M Liquidity Account": The fund established pursuant to Section
6(a) hereof and to be applied specifically to the Class M Certificates. The
Class M Liquidity Account shall be deemed to be a "Reserve Fund" as such term is
defined in the Standard Terms.
"Class M Liquidity Account Draw Amount": On any Distribution Date, the
lesser of (i) the amount on deposit in the Class M Liquidity Account, and (ii)
the aggregate amount of any Interest Distribution Amounts, Carryover Interest
Amounts, Writedown Amounts and Carryover Writedown Interest Amounts due on the
Class M Certificates that are not distributed out of the Available Distribution
for such Distribution Date.
"Class M Liquidity Account Required Amount": On any Distribution Date,
three months of interest at the Class M Pass-Through Rate on the Class M
Certificate Principal Balance after giving effect to principal distributions on
such Distribution Date.
"Class M Subaccount": The Class M Subaccount.
"Class R Certificates": The Class R Certificates, which comprise both
the Pooling REMIC Residual Interest and the Issuing REMIC Residual Interest.
"Class R-1 Certificates": Following the division of the Class R
Certificates into two separately transferable, certificated and fully registered
certificates in accordance with Section 11(b) hereof, the Class R-1
Certificates, which will represent the Issuing REMIC Residual Interest.
"Class R-2 Certificates": Following the division of the Class R
Certificates into two separately transferable, certificated and fully registered
certificates in accordance with Section 11(b) hereof, the Class R-2
Certificates, which will represent the Pooling REMIC Residual Interest.
"Class X Carryover Strip Amount": With respect to the Class X
Certificates on each Distribution Date, all amounts that were distributable on
such Class as Class X Strip Amounts on previous Distribution Dates that remain
unpaid.
"Class X Strip Amount": With respect to any Distribution Date, 30 days
interest on the aggregate Certificate Principal Balance of the Class A
Certificates, the Class M Certificates and the Class B Certificates at a rate
equal to the difference, if any, between the Weighted Average Net Asset Rate and
the weighted average of the Pass-Through Rates on the Class A Certificates, the
Class M Certificates and the Class B Certificates.
"Closing Date": May 22, 1997.
"Corporate Trust Office": The address set forth hereinbelow under
"Trustee".
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"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.
"Cumulative Realized Losses": With respect to any Distribution Date,
the aggregate Realized Losses incurred on the Assets during the period from the
Cut-off Date through the end of the related Prepayment Period.
"Current Realized Loss Ratio": With respect to any Distribution Date,
the annualized percentage derived from the fraction, the numerator of which is
the sum of the aggregate Realized Losses for the three preceding Prepayment
Periods and the denominator of which is the arithmetic average of the Pool
Scheduled Principal Balances for such Distribution Date and the preceding two
Distribution Dates.
"Cut-off Date": May 1, 1997.
"ERISA Restricted Certificates": The Class M, Class B-1, Class B-2,
Class X and Class R Certificates.
"Guarantor": Oakwood Homes.
"Institutional Holder": An insurance company whose long-term debt is
rated at least A - by a Rating Agency, or an equivalent rating from any other
nationally recognized statistical rating organization.
"Interest Distribution Amount": On each Distribution Date, an amount
equal to interest accrued at the applicable Pass-Through Rate for the related
Interest Accrual Period on (i) in the case of the Class A Certificates or the
Class A Subaccounts, the Certificate Principal Balance of such Class or the
Subaccount Principal Balance of such Subaccount, respectively, immediately prior
to that Distribution Date and (ii) in the case of the Offered Subordinated
Certificates or the Corresponding Subaccounts, on the Adjusted Certificate
Principal Balance of such Class or the Subaccount Principal Balance of such
Subaccount, respectively, immediately prior to that Distribution Date.
"Issuing REMIC": The Trust REMIC consisting of the Subaccounts, the
Class M Liquidity Account and the Class B-1 Liquidity Account.
"Issuing REMIC Residual Interest": The residual interest (as defined in
Code section 860G(a)(2)) in the Issuing REMIC.
"Limited Guarantee": The Limited Guarantee by the Guarantor dated as of
May 1, 1997, for the benefit of the Trustee, of Limited Guarantee Payment
Amounts.
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"Limited Guarantee Payment Amount": With respect to any Distribution
Date, the amount after giving effect to the allocation of the Available
Distribution for such date, equal to the amount of shortfalls in collections on
the Assets otherwise distributable on such Distribution Date not in excess of
the sum of (a) any unpaid Interest Distribution Amount, Carryover Interest
Amount, Writedown Interest Distribution Amount and Carryover Writedown Interest
Distribution Amount distributable on such Distribution Date pursuant to clauses
(iv) and (xiii) of Section 5(b) hereof and (b) any unpaid principal amounts
payable on such Distribution Date pursuant to clauses (xiv) and (xv) under
Section 5(b) hereof.
"Non-Priority Interest 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 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.
"Oakwood Homes": Oakwood Homes Corporation, a North Carolina
corporation.
"Offered Subordinated Certificates": The Class M and Class B
Certificates.
"Pass-Through Rate": With respect to each Class of Certificates (except
the Class X Certificates and the Residual Certificates) on any Distribution
Date, the per annum rate for such Class set forth in the table in Section 3
hereof. With respect to any Subaccount on any Distribution Date, the then
applicable Weighted Average Net Asset Rate.
"Pooling REMIC": The Trust REMIC consisting of the Assets and the
Distribution Account.
"Pooling REMIC Residual Interest": The residual interest (as defined in
Code section 860G(a)(2)) in the Pooling REMIC.
"Principal Distribution Shortfall Carryover Amount": With respect to
each Distribution Date and each Class of Certificates, an amount equal to all
Principal Distribution Amounts distributable on such Class from previous
Distribution Dates that have not yet been distributed on such Class of
Certificates. With respect to each Distribution Date and each Corresponding
Subaccount, an amount equal to all Principal Distribution Amounts distributable
on the Corresponding Certificates from previous Distribution Dates that have not
yet been distributed on such Corresponding Certificates.
"Priority Interest Amount": For any Subaccount, on any Distribution
Date, an amount equal to interest accrued at the applicable Pass-Through Rate
for the related Interest Accrual Period on the Corresponding Certificates.
"Private Certificates": The Class X Certificates and Residual
Certificates.
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"Qualified Bidders": Firms and institutions that are engaged in the
business of buying and selling manufactured housing paper.
"Rating Agency": Each of Fitch Investors Service, L.P. (One Xxxxx
Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000), and Standard & Poor's Ratings Services,
a division of The XxXxxx- Xxxx Companies, Inc. (26 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx
00000).
"Regular Certificates": The Class A Certificates, Class M Certificates,
Class B Certificates and Class X Certificates.
"Residual Certificates": The Class R Certificates or, following the
division of the Class R Certificates into two separately transferable,
certificated and fully registered certificates in accordance with Section 11(b)
hereof, the Class R-1 Certificates and Class R-2 Certificates.
"Rule 144A Certificates": The Class X and Residual Certificates.
"Servicing Fee Rate": 1.00% per annum.
"Subaccount": Each of the following eight subaccounts established
solely for purposes of the REMIC Provisions by the Trustee, which have the
Pass-Through Rates and initial Subaccount Principal Balances set forth below:
INITIAL
PASS-THROUGH SUBACCOUNT
SUBACCOUNT RATE PRINCIPAL BALANCE
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A-1 (1) $33,741,000
A-2 (1) $32,767,000
A-3 (1) $22,379,000
A-4 (1) $14,096,000
A-5 (1) $33,982,000
M (1) $15,615,000
B-1 (1) $16,953,000
B-2 (1) $ 8,923,192
(1) The Pass-Through Rate on each Subaccount for any Distribution Date
shall be equal to the Weighted Average Net Asset Rate.
The final scheduled Distribution Date for each Subaccount is the August
2027 Distribution Date. For purposes of Treasury Regulation ss.1.860G-1(a)(4),
the latest possible maturity date for each of the Subaccounts shall be the
August 2027 Distribution Date.
"Subaccount Principal Balance": With respect to each Subaccount, on any
date of determination, the amount identified as the "Initial Subaccount
Principal Balance" of such Subaccount in the definition of "Subaccount" above,
minus all amounts allocated to such
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Subaccount in reduction of its Subaccount Principal Balance pursuant to Sections
5(a) and 7 hereof.
"Subordinated Certificates": The Class M, Class B-1, Class B-2, Class X
and Residual Certificates.
"Trustee": PNC Bank, National Association, not in its individual
capacity but solely as Trustee under this Pooling and Servicing Agreement, or
any successor trustee appointed as herein provided. Notices to the Trustee shall
be sent to Corporate Trust Department, 0000 Xxxxxx Xxxxxx, 00xx Xxxxx,
Xxxxxxxxxxxx, XX 00000, Attn: OMI Trust 1997-B (the "Corporate Trust Office"),
or its successor in interest.
"Trust REMIC": Each of the Pooling REMIC and the Issuing REMIC.
"Underwriters": Credit Suisse First Boston Corporation (whose address
is 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 10010), and Xxxxxxx, Sachs & Co. (whose
address is 00 Xxxxx Xxxxxx, Xxx Xxxx, XX 10004).
"Weighted Average Net Asset Rate": With respect to any Distribution
Date, the weighted average of the Asset Rates applicable to the Monthly Payments
that were due during the related Collection Period on Assets that were
Outstanding at the beginning of the related Prepayment Period, less the
Servicing Fee Rate.
"Writedown Amount": With respect to each Distribution Date, the amount,
if any, by which (i) the aggregate Certificate Principal Balance of all the
Certificates, after all distributions have been made on the Certificates on such
Distribution Date pursuant to Section 5(b) hereof, exceeds (ii) the Pool
Scheduled Principal Balance of the Assets for the next Distribution Date.
"Writedown Interest Amount": With respect to each Distribution Date and
each Class of Subordinated Certificates, interest accrued during the related
Interest Accrual Period at the applicable Pass-Through Rate on any related
Writedown Amount. With respect to each Distribution Date and each Corresponding
Subaccount, interest accrued during the related Interest Accrual Period on any
related Writedown Amount at the Pass-Through Rate applicable to the
Corresponding Certificates.
SECTION 3. CERTIFICATES.
The aggregate initial principal amount of Certificates that may be
executed and delivered under this Pooling and Servicing Agreement is limited to
$178,456,192, except for Certificates executed and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Certificates pursuant
to Sections 5.04 or 5.07 of the Standard Terms. The Certificates shall be issued
in ten Classes having the designations, initial Certificate Principal Balances,
Pass-Through Rates and Final Scheduled Distribution Dates set forth or described
below:
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INITIAL FINAL
CERTIFICATE SCHEDULED
PRINCIPAL PASS THROUGH DISTRIBUTION
DESIGNATION BALANCE RATE DATE(6)
A-1 $33,741,000 6.500% August 15, 2027
A-2 $32,767,000 6.750% August 15, 2027
A-3 $22,379,000 6.950% August 15, 2027
A-4 $14,096,000 7.100% August 15, 2027
A-5 $33,982,000 7.375% August 15, 2027
M $15,615,000 (1) August 15, 2027
B-1 $16,953,000 (2) August 15, 2027
B-2 $ 8,923,192 (3) August 15, 2027
X (4) (4) August 15, 2027
R (5) (5) August 15, 2027
(1) The Pass-Through Rate on the Class M Certificates for any
Distribution Date shall be equal to the lesser of (i) 7.775% per annum
or (ii) the Weighted Average Net Asset Rate.
(2) The Pass-Through Rate on the Class B-1 Certificates for
any Distribution Date shall be equal to the lesser of (i) 7.750% per
annum or (ii) the Weighted Average Net Asset Rate.
(3) The Pass-Through Rate on the Class B-2 Certificates for
any Distribution Date shall be equal to the lesser of (i) 8.075% per
annum or (ii) the Weighted Average Net Asset Rate.
(4) 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.
(5) The Class R Certificates shall have no Certificate
Principal Balance and no Pass-Through Rate, and shall represent the
residual interest in both the Pooling REMIC and the Issuing REMIC.
Following the division of the Class R Certificates into two separately
transferable, certificated and fully registered certificates in
accordance with Section 11(b) hereof, the Class R-1 and Class R-2
Certificates shall have no Certificate Principal Balances and no
Pass-Through Rates and shall represent the residual interest in the
Issuing REMIC and the Pooling REMIC, respectively.
(6) For purposes of Treasury Regulation ss.1.860G-1(a)(4), the
latest possible maturity date of each Class of Certificates shall be
the Final Scheduled Distribution Date.
SECTION 4. DENOMINATIONS.
The Book-Entry Certificates will be registered as one or more certificates
in the name of the Clearing Agency or its nominee. Beneficial interests in the
Book-Entry Certificates will be held by the Beneficial Owners through the
book-entry facilities of the Clearing Agency, in minimum denominations of
$25,000 and integral multiples of $1 in excess thereof.
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The Class X Certificates and the Residual Certificates will be issued
in certificated, fully registered form. The Class X Certificates and the
Residual Certificates will be issued in minimum Percentage Interests equal to
10%.
SECTION 5. DISTRIBUTIONS.
(a) On each Distribution Date, the Trustee (or the Paying Agent on
behalf of the Trustee) shall allocate the Available Distribution to the various
Subaccounts, and, where applicable, OAC, to the extent of the amount thereof
remaining after application pursuant to clauses (1) through (4) of Section 4.03
of the Standard Terms, in the following manner and in the following order of
priority:
(i) First, concurrently, to each Class A Subaccount, (A)
first, its Priority Interest Amount for such Distribution Date, with
the Available Distribution being allocated among the Class A
Subaccounts PRO RATA based on their respective Priority Interest
Amount, and (B) second, the related Carryover Interest Amount for such
Distribution Date, if any, allocated first to pay all interest accrued
and unpaid on overdue Priority Interest Amounts and then to pay such
overdue Priority Interest Amounts, in each case with the Available
Distribution being allocated among the Class A Subaccounts PRO RATA
based on their respective Carryover Interest Amounts;
(ii) Second, to the Class M Subaccount, (A) first, the related
Priority Interest Amount for such Distribution Date, and (B) second,
any related Carryover Interest Amount for such Distribution Date,
allocated first to pay all interest accrued and unpaid on overdue
Priority Interest Amounts and then to pay such overdue Priority
Interest Amounts;
(iii) Third, to the Class B-1 Subaccount, (A) first, the
related Priority Interest Amount for such Distribution Date, and (B)
second, any related Carryover Interest Amount for such Distribution
Date, allocated first to pay all interest accrued and unpaid on overdue
Priority Interest Amounts and then to pay such overdue Priority
Interest Amounts;
(iv) Fourth, to the Class B-2 Subaccount, (A) first, the
related Priority Interest Amount for such Distribution Date, and (B)
second, any related Carryover Interest Amount for such Distribution
Date, allocated first to pay all interest accrued and unpaid on overdue
Priority Interest Amounts and then to pay such overdue Priority
Interest Amounts;
(v) Fifth, concurrently, to each Class A Subaccount, the
related Principal Distribution Shortfall Carryover Amount for the Class
A Subaccounts, if any, for such Distribution Date, allocated among the
Class A Subaccounts pro rata based on their respective Subaccount
Principal Balances;
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(vi) Sixth, to the Class A Subaccounts, (A) if the Class B
Cross-over Date has not yet occurred or if the Class B Principal
Distribution Tests are not met for such Distribution Date, the
Principal Distribution Amount, or (B) if the Class B Cross-over Date
has occurred and the Class B Principal Distribution Tests are met for
such Distribution Date, the Class A/M Percentage of the Principal
Distribution Amount, in either case allocated in the following
sequential order:
(1) First, to the Class A-1 Subaccount in reduction
of the Subaccount Principal Balance of such Subaccount, until
it has been reduced to zero;
(2) Second, to the Class A-2 Subaccount in reduction
of the Subaccount Principal Balance of such Subaccount, until
it has been reduced to zero;
(3) Third, to the Class A-3 Subaccount in reduction
of the Subaccount Principal Balance of such Subaccount, until
it has been reduced to zero;
(4) Fourth, to the Class A-4 Subaccount in reduction
of the Subaccount Principal Balance of such Subaccount, until
it has been reduced to zero; and
(5) Fifth, to the Class A-5 Subaccount in reduction
of the Subaccount Principal Balance of such Subaccount, until
it has been reduced to zero;
PROVIDED, HOWEVER, that on any Distribution Date on which the
Pool Scheduled Principal Balance is less than the aggregate
Subaccount Principal Balance of the Class A Subaccounts
immediately prior to such Distribution Date, the Principal
Distribution Amount or applicable percentage thereof will be
allocated among the Class A Subaccounts PRO RATA based upon
their respective Subaccount Principal Balances;
(vii) Seventh, to the Class M Subaccount, (A) first, any
related Writedown Interest Amount for such Distribution Date, and (B)
second, any related Carryover Writedown Interest Amount for such
Distribution Date;
(viii) Eighth, to the Class M Subaccount, the related
Principal Distribution Shortfall Carryover Amount for the Class M
Subaccount, if any, for such Distribution Date;
(ix) Ninth, to the Class M Subaccount, (A) if the Class B
Cross-over Date has not yet occurred or if the Class B Principal
Distribution Tests are not met for such Distribution Date, the
Principal Distribution Amount, or (B) if the Class B Cross-over Date
has occurred and the Class B Principal Distribution Tests are met for
such Distribution Date the Class A/M Percentage of the Principal
Distribution Amount (in the case of (A) or (B), less the portion
thereof, if any, distributable pursuant to clause (vi) above on such
Distribution Date);
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(x) Tenth, to the Class B-1 Subaccount, (A) first, any related
Writedown Interest Amount for such Distribution Date, and (B) second,
any related Carryover Writedown Interest Amount for such Distribution
Date;
(xi) Eleventh, to the Class B-1 Subaccount, the related
Principal Distribution Shortfall Carryover Amount for the Class B-1
Subaccount, if any, for such Distribution Date;
(xii) Twelfth, to the Class B-1 Subaccount, the percentage
equivalent of the fraction (which shall not be greater than 1), the
numerator of which is the Class B-1 Adjusted Subaccount Principal
Balance and the denominator of which is the Class B Adjusted Subaccount
Principal Balance, of (A) if the Class B Cross-over Date has occurred
and the Class B Principal Distribution Tests are met for such
Distribution Date, the Class B Percentage of the Principal Distribution
Amount; or (B) if the Class M Subaccount Principal Balance has been or
is reduced to zero on or before such Distribution Date, the entire
Principal Distribution Amount (in the case of (A) or (B), less the
portion thereof, if any, distributed pursuant to clauses (vi) or (ix)
above on such Distribution Date);
(xiii) Thirteenth, to the Class B-2 Subaccount, (A) first, any
related Writedown Interest Amount for such Distribution Date, and (B)
second, any related Carryover Writedown Interest Amount for such
Distribution Date;
(xiv) Fourteenth, to the Class B-2 Subaccount, the related
Principal Distribution Shortfall Carryover Amount for the Class B-2
Subaccount, if any, for such Distribution Date;
(xv) Fifteenth, to the Class B-2 Subaccount, the remaining
Principal Distribution Amount, if any, after all principal allocations
pursuant to clauses (vi), (ix) and (xii) above have been made on such
Distribution Date; PROVIDED, HOWEVER, if the Class M Subaccount
Principal Balance has not been reduced to zero on or prior to such
Distribution Date, then amounts distributable pursuant to this clause
(xv) shall be allocated first to the Class B-1 Subaccount and then to
the Class M Subaccount to the extent that allocation of such amounts to
the Class B-2 Subaccount would reduce the Class B-2 Subaccount
Principal Balance below the Class B-2 Floor Amount;
(xvi) Sixteenth, to each Subaccount, (i) first, its Carryover
Non-Priority Interest Amount for such Distribution Date and (ii)
second, its Non-Priority Interest Amount for such Distribution Date, in
each case with the Available Distribution being allocated among the
Subaccounts pro rata based upon their respective Subaccount Principal
Balances; provided, however, that the aggregate amount allocated
pursuant to this clause (xiv) shall not exceed the amounts deposited to
the Class M Liquidity Account and the Class B-2 Liquidity Account
pursuant to clause (xvi) of Section 5(b) hereof;
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(xvii) Seventeenth, if OAC is the Servicer, to the Servicer in
the following sequential order: (A) the Servicing Fee with respect to
such Distribution Date; and (B) any Servicing Fees from previous
Distribution Dates remaining unpaid;
(xviii) Eighteenth, to each Subaccount, (i) first, to the
extent not allocated pursuant to clause (xvi) of this Section 5(a), its
Carryover Non-Priority Interest Amount for such Distribution Date and
(ii) second, to the extent not allocated pursuant to clause (xvi) of
this Section 5(a), its Non-Priority Interest Amount for such
Distribution Date, in each case with the Available Distribution being
allocated among the Subaccounts pro rata based upon their respective
Subaccount Balances; and
(xix) Finally, any remainder to Holders of the Pooling REMIC
Residual Interest.
(b) On each Distribution Date, after all Subaccount allocations have
been made as described in Section 5(a) above and Section 6 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, concurrently, to each Class of Class A
Certificates, (A) first, its Interest Distribution Amount for such
Distribution Date, with the Available Distribution being allocated
among such Classes PRO RATA based on their respective Interest
Distribution Amounts, and (B) second, the related Carryover Interest
Amount, if any, for such Distribution Date allocated first to pay all
interest accrued and unpaid on overdue Interest Distribution Amounts
and then to pay such overdue Interest Distribution Amounts, in each
case with the Available Distribution being allocated among the Classes
of Class A Certificates PRO RATA based on their respective Carryover
Interest Amounts;
(ii) Second, to the Class M Certificates, (A) first, the
related Interest Distribution Amount for such Distribution Date, and
(B) second, any related Carryover Interest Amount for such Distribution
Date, allocated first to pay all interest accrued and unpaid on overdue
Interest Distribution Amounts and then to pay such overdue Interest
Distribution Amounts;
(iii) Third, to the Class B-1 Certificates, (A) first, the
related Interest Distribution Amount for such Distribution Date, and
(B) second, any related Carryover Interest Amount for such Distribution
Date, allocated first to pay all interest accrued and unpaid on overdue
Interest Distribution Amounts and then to pay such overdue Interest
Distribution Amounts;
(iv) Fourth, to the Class B-2 Certificates, (A) first, the
related Interest Distribution Amount for such Distribution Date and (B)
second, any related Carryover Interest Amount for such Distribution
Date, allocated first to pay all interest accrued and unpaid on overdue
Interest Distribution Amounts and then to pay such overdue Interest
Distribution Amounts;
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(v) Fifth, concurrently, to each Class of Class A
Certificates, the related Principal Distribution Shortfall Carryover
Amount for the Class A Certificates, if any, for such Distribution
Date, allocated among the Class A Certificates pro rata based on their
respective Certificate Principal Balances;
(vi) Sixth, to the Class A Certificates, (A) if the Class B
Cross-over Date has not yet occurred or if the Class B Principal
Distribution Tests are not met for such Distribution Date, the
Principal Distribution Amount, or (B) if the Class B Cross-over Date
has occurred and the Class B Principal Distribution Tests are met for
such Distribution Date, the Class A/M Percentage of the Principal
Distribution Amount, in either case allocated in the following
sequential order:
(1) First, to the Class A-1 Certificates in reduction
of the Certificate Principal Balance of such Class, until it
has been reduced to zero;
(2) Second, to the Class A-2 Certificates in
reduction of the Certificate Principal Balance of such Class,
until it has been reduced to zero;
(3) Third, to the Class A-3 Certificates in reduction
of the Certificate Principal Balance of such Class, until it
has been reduced to zero;
(4) Fourth, to the Class A-4 Certificates in
reduction of the Certificate Principal Balance of such Class,
until it has been reduced to zero; and
(5) Fifth, to the Class A-5 Certificates in reduction
of the Certificate Principal Balance of such Class, until it
has been reduced to zero;
PROVIDED, HOWEVER, that on any Distribution Date on which the
Pool Scheduled Principal Balance is less than the aggregate
Certificate Principal Balance of the Class A Certificates,
immediately prior to such Distribution Date, the Principal
Distribution Amount or applicable percentage thereof will be
allocated among the Class A Certificates PRO RATA based upon
their respective Certificate Principal Balances;
(vii) Seventh, to the Class M Certificates, (A) first, any
related Writedown Interest Amount for such Distribution Date, and (B)
second, any related Carryover Writedown Interest Amount for such
Distribution Date;
(viii) Eighth, to the Class M Certificates, the related
Principal Distribution Shortfall Carryover Amount for the Class M
Certificates, if any, for such Distribution Date;
(ix) Ninth, to the Class M Certificates, (A) if the Class B
Cross-over Date has not yet occurred or if the Class B Principal
Distribution Tests are not met for such Distribution Date, the
Principal Distribution Amount, or (B) if the Class B Cross-over
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Date has occurred and the Class B Principal Distribution Tests are met
for such Distribution Date, the Class A/M Percentage of the Principal
Distribution Amount (in the case of (A) or (B), less the portion
thereof, if any, distributable pursuant to clause (vi) on such
Distribution Date);
(x) Tenth, to the Class B-1 Certificates, (A) first, any
related Writedown Interest Amount for such Distribution Date, and (B)
second, any related Carryover Writedown Interest Amount for such
Distribution Date;
(xi) Eleventh, to the Class B-1 Certificates, the related
Principal Distribution Shortfall Carryover Amount for the Class B-1
Certificates, if any, for such Distribution Date;
(xii) Twelfth, to the Class B-1 Certificates, the percentage
equivalent of the fraction (which shall not be greater than 1), the
numerator of which is the Class B-1 Adjusted Certificate Principal
Balance and the denominator of which is the Class B Adjusted
Certificate Principal Balance, of (A) if the Class B Cross-over Date
has occurred and the Class B Principal Distribution Tests are met for
such Distribution Date, the Class B Percentage of the Principal
Distribution Amount; or (B) if the Class M Certificate Principal
Balance has been or is reduced to zero on or before such Distribution
Date, the entire Principal Distribution Amount (in the case of (A) or
(B), less the portion thereof, if any, allocated pursuant to clauses
(vi) or (ix) above on such Distribution Date);
(xiii) Thirteenth, to the Class B-2 Certificates, (A) first,
any related Writedown Interest Amount for such Distribution Date, and
(B) second, any related Carryover Writedown Interest Amount for such
Distribution Date;
(xiv) Fourteenth, to the Class B-2 Certificates, the related
Principal Distribution Shortfall Carryover Amount for the Class B-2
Certificates, if any, for such Distribution Date;
(xv) Fifteenth, to the Class B-2 Certificates, the remaining
Principal Distribution Amount, if any, after all principal allocations
pursuant to clauses (vi), (ix) and (xii) above have been made on such
Distribution Date; PROVIDED, HOWEVER, if the Class M Certificate
Principal Balance has not been reduced to zero on or prior to such
Distribution Date, then amounts distributable pursuant to this clause
(xv) shall be allocated first to the Class B-1 Certificates and then to
the Class M Certificates to the extent that allocation of such amounts
to the Class B-2 Certificates would reduce the Class B-2 Certificate
Principal Balance below the Class B-2 Floor Amount;
(xvi) Sixteenth, to the Class M Liquidity Account and the
Class B-1 Liquidity Account in the following sequential order:
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(1) to the Class M Liquidity Account until the amount
on deposit therein equals the Class M Liquidity Account
Required Amount; and
(2) to the Class B-1 Liquidity Account until the
amount on deposit therein equals the Class B-1 Liquidity
Account Required Amount;
(xvii) Seventeenth, to the Guarantor, to the extent of any
unreimbursed Limited Guarantee Payment Amounts;
(xviii) Eighteenth, to the Class X Certificates in the
following sequential order:
(A) the current Class X Strip Amount; and
(B) any Class X Carryover Strip Amount; and
(xix) Finally, any remainder to the holders of the Issuing
REMIC Residual Interest.
(c) All distributions or allocations made with respect to each Class on
each Distribution Date shall be allocated PRO RATA among the outstanding
Certificates of such Class based on their respective Percentage Interests. So
long as the Book-Entry Certificates are registered in the name of a Clearing
Agency or its nominee, the Trustee shall make all distributions or allocations
on such Certificates by wire transfers of immediately available funds to the
Clearing Agency or its nominee. In the case of Certificates issued in
fully-registered, certificated form, payment shall be made either (i) by check
mailed to the address of each Certificateholder as it appears in the Certificate
Register on the Record Date immediately prior to such Distribution Date or (ii)
by wire transfer of immediately available funds to the account of a Holder at a
bank or other entity having appropriate facilities therefor, if such Holder
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date and such Holder
is (A) with respect to any Class A, Class M or Class B Certificates issued after
the Closing Date in certificated, fully-registered form, the registered owner of
Class A, Class M or Class B Certificates with an aggregate initial Certificate
Principal Balance of at least $1,000,000, and (B) with respect to the Residual
Certificates or Class X Certificates, the registered owner of the Residual
Certificates or Class X Certificates evidencing an aggregate Percentage Interest
of at least 50%. The Trustee may charge any Holder its standard wire transfer
fee for any payment made by wire transfer. Final distribution on the
Certificates will be made only upon surrender of the Certificates at the offices
of the Trustee set forth in the notice of such final distribution sent by the
Trustee to all Certificateholders pursuant to Section 9.01 of the Standard
Terms.
(d) (1) Any amounts remaining in the Distribution Account on any
Distribution Date after all allocations and distributions required to be made by
this Pooling and Servicing Agreement have been made, and any amounts remaining
in the Pooling REMIC after payment
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in full of all of the Regular Interests therein and any administrative expenses
associated with the Trust, will be distributed to the Holders of the Pooling
REMIC Residual Interest.
(2) Any amounts remaining in the Subaccounts on any Distribution Date
after all distributions required to be made by this Pooling and Servicing
Agreement have been made, and any amounts remaining in the Issuing REMIC after
payment in full of the Regular Interests therein and any administrative expenses
associated with the Trust, will be distributed to the Holders of the Issuing
REMIC Residual Interest.
SECTION 6. CLASS M LIQUIDITY ACCOUNT, CLASS B-1 LIQUIDITY ACCOUNT AND
LIMITED GUARANTEE.
(a)(1) A Class M Liquidity Account is hereby established as part of the
Trust Estate. The Class M Liquidity Account shall be an asset of the Issuing
REMIC. The Trustee shall hold the Class M Liquidity Account and maintain its
status at all times as an Eligible Account. The account for the Class M
Liquidity Account shall be in the name of the Trustee, or shall be designated in
a manner that reflects that all funds in such account are held in trust for the
benefit of the Trustee. The Trustee shall invest all amounts on deposit in the
Class M Liquidity Account in Eligible Investments as directed in writing by the
holders of a majority in interest (by Percentage Interest) of the Issuing REMIC
Residual Interest. All net income and gain if any, from such investments shall
become funds available in the Class M Liquidity Account. All loss, if any, from
such investments shall become a charge to the Class M Liquidity Account.
(2) On each Distribution Date, after the amounts allocated to the
various Subaccounts have been allocated in accordance with Section 5(b) hereof,
the Trustee shall, in accordance with the related Remittance Report, withdraw
from the Class M Liquidity Account the amount of the Class M Liquidity Account
Draw Amount, if any, for such Distribution Date. Such Class M Liquidity Account
Draw Amount, if any, will be applied on the Class M Certificates in accordance
with clauses (ii) and (vii) under Section 5(b) hereof (in that order).
(3) If, after the disbursement of the related Class M Liquidity Account
Draw Amount, if any, in accordance with Section 6(a)(2) above on any
Distribution Date other than the final Distribution Date, the amount on deposit
in the Class M Liquidity Account exceeds the Class M Liquidity Account Required
Amount, the amount of such excess shall be withdrawn and distributed first to
the Class B-1 Liquidity Account, until the amount on deposit therein equals the
Class B-1 Liquidity Account Required Amount, second, to Oakwood Homes to the
extent of any unreimbursed Limited Guarantee Payment Amounts, third, to the
holders of the Class X Certificates in reduction of any unpaid Class X Strip
Amounts (such amounts to be distributed first in reduction of the Class X Strip
Amount for such Distribution Date, to the extent not previously distributed, and
next in reduction of any Class X Carryover Strip Amount for such Distribution
Date, to the extent not previously distributed), and then to the holders of the
Issuing REMIC Residual Interest.
(4) On the final Distribution Date, after the disbursement of the Class
M Liquidity Account Draw Amount, if any, in accordance with Section 6(a)(2)
above, the amount, if any,
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on deposit in the Class M Liquidity Account will be withdrawn by the Trustee and
distributed in the following order of priority: (i) first, in reduction of any
remaining Certificate Principal Balance of the Class M Certificates to zero;
(ii) next, in reduction of any remaining Certificate Principal Balance of the
Class B-1 Certificates to zero; (iii) next, to the Class B-2 Certificates in
reduction of any remaining Certificate Principal Balance of the Class B-2
Certificates to zero; (iv) next, to Oakwood Homes to the extent of any
unreimbursed Limited Guarantee Payment Amounts; (v) next, to the holders of the
Class X Certificates in reduction of any unpaid Class X Strip Amounts (such
amounts to be distributed first in reduction of the Class X Strip Amount for
such Distribution Date, to the extent not previously distributed, and next in
reduction of any Class X Carryover Strip Amount for such Distribution Date, to
the extent not previously distributed); and (vi) finally, to the holders of the
Issuing REMIC Residual Interest, whereupon the Class M Liquidity Account shall
be terminated.
(b)(1) The Class B-1 Liquidity Account is hereby established as part of
the Trust Estate. The Class B-1 Liquidity Account shall be an asset of the
Issuing REMIC. The Trustee shall hold the Class B-1 Liquidity Account and
maintain its status at all times as an Eligible Account. The account for the
Class B-1 Liquidity Account shall be in the name of the Trustee, or shall be
designated in a manner that reflects that all funds in such accounts are held in
trust for the benefit of the Trustee. The Trustee shall invest all amounts on
deposit in the Class B-1 Liquidity Account in Eligible Investments as directed
in writing by the holders of a majority in interest (by Percentage Interest) of
the Issuing REMIC Residual Interest. All net income and gain, if any, from such
investments shall become funds available in the Class B-1 Liquidity Account. All
loss, if any, from such investments shall become a charge to the Class B-1
Liquidity Account.
(2) On each Distribution Date, after the amounts allocated to the
various Subaccounts have been allocated in accordance with Section 5(b) hereof,
the Trustee shall, in accordance with the related Remittance Report, withdraw
from the Class B-1 Liquidity Account the amount of the Class B-1 Liquidity
Account Draw Amount, if any, for such Distribution Date. Such Class B-1
Liquidity Account Draw Amount, if any, will be applied on the Class B-1
Certificates in accordance with clauses (iii) and (x) under Section 5(b) hereof
(and in that order).
(3) If, after the disbursement of the related Class B-1 Liquidity
Account Draw Amount in accordance with Sections 6(b)(2) above on any
Distribution Date other than the final Distribution Date, the amount on deposit
in the Class B-1 Liquidity Account exceeds the Class B-1 Liquidity Account
Required Amount, the amount of such excess shall be withdrawn and distributed
first, to Oakwood Homes to the extent of any unreimbursed Limited Guarantee
Payment Amounts, next to the holders of the Class X Certificates in reduction of
any unpaid Class X Strip Amounts (such amounts to be distributed first in
reduction of the Class X Strip Amount for such Distribution Date, to the extent
not previously distributed, and next in reduction of any Class X Carryover Strip
Amount for such Distribution Date, to the extent not previously distributed),
and then to the holders of the Issuing REMIC Residual Interest.
(5) On the final Distribution Date, after the disbursement of the Class
B-1 Liquidity Account Draw Amount in accordance with Sections 6(b)(2) above, the
amount, if any, on
S - 20
deposit in the Class B-1 Liquidity Account will be withdrawn by the Trustee and
distributed in the following order of priority: (i) first, in reduction of any
remaining Certificate Principal Balance of the Class B-1 Certificates to zero;
(ii) next, in reduction of any remaining Certificate Principal Balance of the
Class B-2 Certificates to zero, (iii) next, to Oakwood Homes to the extent of
any unreimbursed Limited Guarantee Payment Amounts, (iv) next, to the holders of
the Class X Certificates in reduction of any unpaid Class X Strip Amounts (such
amounts to be distributed first in reduction of the Class X Strip Amount for
such Distribution Date, to the extent not previously distributed, and next in
reduction of any Class X Carryover Strip Amount for such Distribution Date, to
the extent not previously distributed); and (v) finally, to the holders of the
Issuing REMIC Residual Interest, whereupon the Class B-1 Liquidity Account shall
be terminated.
(c) The Trustee is the beneficiary of the Limited Guarantee. No later
than 1:00 p.m. New York City time on each Remittance Date, after taking into
account the amounts allocated to the various Subaccounts in accordance with
Section 5(b) hereof, the Trustee shall, in accordance with the related
Remittance Report and in accordance with the terms of the Limited Guarantee,
notify the Guarantor of any Limited Guarantee Payment Amount payable under the
Limited Guarantee on the related Distribution Date. In addition, the Servicer
shall notify the Guarantor as soon as practical (but no later than the related
Remittance Date) after determining that a Limited Guarantee Payment Amount shall
be payable under the Limited Guarantee on the related Distribution Date. Under
the Limited Guarantee, upon receipt of notice as described above, the Guarantor
shall be required to deliver the Limited Guarantee Payment Amount, if any, on or
prior to the Remittance Date for the related Distribution Date. Such Limited
Guarantee Payment Amount received by the Trustee shall be paid to the Holders of
the Class B-2 Certificates on such Distribution Date (or such later date, if
such amounts are received subsequent to such Distribution Date). In no event
shall the Limited Guarantee Payment Amount be distributed on any Class of
Certificates other than the Class B-2 Certificates and any such amounts received
by the Trustee which are not distributable to the Class B-2 Certificates shall
be returned by the Trustee to the Guarantor. The Trustee shall promptly notify
the Rating Agencies in the event a Limited Guarantee Payment Amount, if any, is
not received in a timely manner with respect to a Distribution Date. Any Limited
Guarantee Payment Amounts made by the Guarantor to the Trustee shall be made in
cash and shall be considered to be payments made to the Issuing REMIC in the
nature of a guarantee within the meaning of I.R.C. ss. 860G(d)(2)(B).
SECTION 7. ALLOCATION OF WRITEDOWN AMOUNTS.
On each Distribution Date, after all required distributions have been
made on the Certificates pursuant to Sections 5 and 6 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 Certificates and to the Class B-2
Subaccount, to be applied in reduction of the Adjusted Certificate
Principal Balance of such Class and the
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Adjusted Subaccount Principal Balance of such Subaccount, respectively,
until the Adjusted Certificate Principal Balance has been reduced to
zero;
(b) Second, to the Class B-1 Certificates and to the Class B-1
Subaccount, to be applied in reduction of the Adjusted Certificate
Principal Balance of such Class and the Adjusted Subaccount Principal
Balance of such Subaccount, respectively, until the Adjusted
Certificate Principal Balance has been reduced to zero; and
(c) Finally, to the Class M Certificates and to the Class M
Subaccount, to be applied in reduction of the Adjusted Certificate
Principal Balance of such Class and the Adjusted Subaccount Principal
Balance of such Subaccount, respectively, until the Adjusted
Certificate Principal Balance has been reduced to zero.
SECTION 8. REMITTANCE REPORTS.
(a) The Remittance Report for each Distribution Date shall identify the
following items, in addition to the items specified in Section 4.01 of the
Standard Terms:
(1) the Interest Distribution Amount for each Class of the
Certificates for such Distribution Date (which shall equal the Priority
Interest Amount for the Corresponding Subaccount) and the Carryover
Interest Amount, as well as any Writedown Interest Amount and any
Carryover Writedown Interest 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 for such Distribution Date;
(2) the amount to be distributed on such Distribution Date on
each Class of the Certificates to be applied to reduce the Certificate
Principal Balance of such Class (which will be equal to the amount to
be allocated on such Distribution Date on the Corresponding Subaccount
to be applied to reduce the Subaccount Principal Balance of such
Subaccount), separately identifying any portion of such amount
attributable to any prepayments, and the amount to be distributed to
reduce the Principal Distribution Shortfall Carryover Amount on each
such Class based upon the Available Distribution for such Distribution
Date;
(3) the aggregate amount, if any, to be distributed on the
Residual Certificates;
(4) the amount of any Writedown Amounts to be allocated to
reduce the Certificate Principal Balance of any Class of Subordinated
Certificates (which will be equal to the amount of any Writedown Amount
to be allocated to the Corresponding Subaccount) on such Distribution
Date;
(5) (a) the Class M Liquidity Account Required Amount and the
Class B-1 Liquidity Account Required Amount both immediately before and
after the Distribution Date, (b) the amount of any Class M Liquidity
Account Draw Amount and any Class
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B-1 Liquidity Account Draw Amount for such Distribution Date, (c) the
amount to be deposited into the Class M Liquidity Account and the Class
B-1 Liquidity Account pursuant to clause (xvi) under Section 5(b)
above, and (d) the amount on deposit in the Class M Liquidity Account
and the Class B-1 Liquidity Account both immediately before and
immediately after the Distribution Date;
(6) the amount of the Limited Guarantee Payment Amount, if
any, for such Distribution Date and the aggregate amount of any unpaid
Limited Guarantee Payment Amounts for any previous Distribution Dates;
(7) 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;
(8) the aggregate Interest Distribution Amount remaining
unpaid, if any, and the aggregate Carryover Interest Amount remaining
unpaid, if any, for each Class of Certificates (which will be equal to
the Priority Interest Amount and Carryover Interest Amount remaining
unpaid on the Corresponding Subaccount), after giving effect to all
distributions to be made on such Distribution Date;
(9) the aggregate Writedown Interest Amount remaining unpaid,
if any, and the aggregate Carryover Writedown Interest Amount remaining
unpaid, if any, for each Class of Certificates (which will be equal to
such amounts remaining unpaid on the Corresponding Subaccount), after
giving effect to all distributions to be made on such Distribution
Date; and
(10) the aggregate Principal Distribution Shortfall Carryover
Amount remaining unpaid, if any, for each Class of Certificates, after
giving effect to the distributions to be made on such Distribution
Date.
In the case of information furnished pursuant to clauses (1), (2) and
(3) above, the amounts shall be expressed, with respect to any Class A, Class M
or Class B Certificate, as a dollar amount per $1,000 denomination.
(b) In addition to mailing a copy of the related Remittance Report to
each Certificateholder on each Distribution Date in accordance with Section 4.01
of the Standard Terms, on each Distribution Date, the Trustee shall mail a copy
of the related Remittance Report to each Underwriter (to the attention of the
person, if any, reported to the Trustee by the applicable Underwriter) and to
THE BLOOMBERG (to the address and to the person, if any specified to the Trustee
by Credit Suisse First Boston Corporation). The Trustee shall not be obligated
to mail any Remittance Report to THE BLOOMBERG unless and until Credit Suisse
First Boston Corporation shall have notified the Trustee in writing of the name
and address to which such
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reports are to be mailed, which notice, once delivered, will be effective for
all Distribution Dates after the date such notice is received by the Trustee
unless and until superseded by a subsequent notice.
SECTION 9. LIMITED RIGHT OF SERVICER TO RETAIN SERVICING FEES FROM
COLLECTIONS.
The Servicer may retain its Servicing Fee and any other servicing
compensation provided for herein and in the Standard Terms from gross interest
collections on the Assets prior to depositing such collections into the
Certificate Account; PROVIDED, HOWEVER, that OAC as Servicer may only so retain
its Servicing Fee in respect of a Distribution Date from gross interest
collections on the Assets to the extent that the amounts on deposit in the
Certificate Account and attributable to the Available Distribution for such
Distribution Date exceed the sum of all amounts to be allocated and distributed
on such Distribution Date pursuant to clauses (i) through (xvi) under Section
5(b) hereof.
SECTION 10. MODIFICATIONS OF STANDARD TERMS.
The following modifications to the Standard Terms shall be in effect
with respect to the Certificates only.
(a) Section 1.01 of the Standard Terms is hereby amended as
follows:
(i) the definition of "Certificate Principal Balance"
is hereby amended by replacing such definition in its entirety
with the following:
"Certificate Principal Balance": With
respect to each Certificate or Class of Certificates,
on any date of determination, the outstanding
principal amount, if any, of such Certificate(s)
immediately prior to the most recently preceding
Distribution Date (or in the case of a date of
determination on or before the first Distribution
Date, an amount equal to the initial principal amount
of such Certificate(s) as of the Closing Date) net of
the amounts, if any, applied on such preceding
Distribution Date to reduce the principal amount of
such Certificate(s) in accordance with Section 4.03
hereof.
(ii) the definition of "Contract Documents" is hereby
amended by deleting the final paragraph thereof and replacing
such paragraph in its entirety as follows:
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In the case of any Land Secured Contract,
the related Contract Documents shall consist of the
following documents in lieu of those listed in clause
(c) of the foregoing paragraph: (i) the original
recorded Mortgage for the related Real Property, with
evidence of recordation noted thereon or attached
thereto, or a certified copy thereof issued by the
appropriate recording office (or, if the Mortgage is
in the process of being recorded, a photocopy of the
Mortgage, which may be on microfilm or optical disk
maintained by the Servicer in its records separate
from the other related Contract Documents); (ii) if
the Mortgage does not name the related Seller as
mortgagee therein or beneficiary thereof, an original
recorded assignment or assignments of the Mortgage
from the Persons named as mortgagee in, or beneficiary
of, such Mortgage, to the related Seller, with
evidence of recordation noted thereon or attached
thereto, or a certified copy of each such assignment
issued by the appropriate recording office (or, if
such an original assignment is in the process of being
recorded, a photocopy of each such assignment, which
may be on microfilm or optical disk maintained by the
Servicer in its records separate from the other
related Contract Documents); (iii) a copy of the power
of attorney delivered by the Seller to the Trustee
authorizing the Trustee to execute and record
assignments of Mortgages securing Land Secured
Contracts from the Seller to the Trustee in the event
that recordation of such assignments becomes necessary
for foreclosure on the related Real Property by or on
behalf of the Trustee; and (iv) if such Land Secured
Contract's original principal balance was $40,000 or
greater, a copy of the title search report and
bring-down thereof (or evidence of title insurance)
with respect to the related Real Property.
(iii) the definition of "Eligible Investment" is
hereby amended by deleting the word "or" from paragraph (d)
thereof; by adding the word "or" after the semicolon in
paragraph (e) thereof; and by adding a paragraph (f) at the
end thereof to read in its entirety as follows:
(f) money market accounts or money market
mutual funds investing primarily in obligations of the
United States government, and further investing
exclusively in debt obligations, PROVIDED, HOWEVER,
that such money market accounts or money market mutual
funds shall be rated in a rating category sufficient
to support the initial ratings assigned to a related
Series of Certificates.
(iv) the definition of "Mortgage Loan Documents" is
hereby amended by adding to the end of paragraph (e) thereof
the following:
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and that such Title Insurance Policy is freely
assignable to and will inure to the benefit of the
Trustee (subject to recordation of the related
Assignment of Mortgage).
(v) the definition of "Principal Distribution Amount"
is hereby amended by deleting clause (e) and the final proviso
of the definition in their entirety;
(vi) the words "Servicing Fees and" is hereby deleted
from the two parenthetical phrases included in the definition
of "Due Date Interest Shortfall"; and
(vii) the definition of "Qualified Bank" is restated
as follows:
"Qualified Bank": Any domestic bank not
affiliated with the Seller or OMI (1) having long-term
unsecured debt obligations rated in one of the two
highest rating categories (without modifiers) of
Standard & Poor's Ratings Services, a division of The
XxXxxx-Xxxx Companies, Inc. ("S&P") (and of Fitch
Investors Service, L.P. ("Fitch") if such bank's
long-term unsecured debt obligations are rated by
Fitch) or short-term unsecured debt obligations rated
in S&P's highest applicable rating category (and in
Fitch's highest applicable rating category if such
bank's short-term unsecured debt obligations are rated
by Fitch), (2) having commercial paper or short-term
unsecured debt obligations rated in S&P's highest
applicable rating category (and in Fitch's highest
applicable rating category if such bank's commercial
paper or short-term unsecured debt obligations are
rated by Fitch), or (3) that is otherwise acceptable
to each applicable Rating Agency.
(viii) the definition of "Termination Price" is hereby
amended by deleting the first sentence thereof and replacing
such sentence in its entirety as follows:
"Termination Price": With respect to any
Terminating Purchase, the greater of (1) the sum of
(a) any Liquidation Expenses incurred by the Servicer
in respect of any Asset that has not yet been
liquidated, (b) all amounts required to be reimbursed
or paid to the Servicer in respect of previously
unreimbursed Servicing Advances, plus (c) the sum of
(i) 100% of the aggregate of the Unpaid Principal
Balance of each Asset remaining in the Trust on the
day of such purchase, plus accrued interest thereon at
the related Asset Rate through the end of the Interest
Accrual Period relating to the Termination Date, plus
(ii) the lesser of (A) the aggregate of the Unpaid
Principal Balances of each Asset relating to any Repo
Property or REO Property remaining in the Trust, plus
accrued interest thereon at the related Asset Rate
through the end of the Interest Accrual
S - 26
Period related to the Termination Date and (B) the
current appraised value of any such Repo Property or
REO Property (net of Liquidation Expenses to be
incurred in connection with the disposition of such
Repo Property or REO Property, estimated in good faith
by the Servicer), such appraisal to be conducted by an
appraiser mutually agreed upon by the Servicer and the
Trustee, plus all previously xxxxxxxxxxxx X&X Advances
made in respect of such Repo Property or REO Property
and (2) the aggregate fair market value of all of the
assets of the Trust (as determined by the Servicer as
of the close of business on the third Business Day
preceding the date upon which notice of any such
purchase is furnished to Certificateholders pursuant
to Section 9.01(c) hereof), plus all previously
xxxxxxxxxxxx X&X Advances made with respect to the
Assets.
(b) Section 2.03 of the Standard Terms is hereby amended by the
addition of the following Section 2.03(d) thereto:
(d) RECORDATION AND/OR DELIVERY OF OPINIONS IN CERTAIN
CIRCUMSTANCES. Notwithstanding any provision in these Standard Terms to
the contrary, Assignments of Mortgages from the Seller to the Trustee
shall not be required to be recorded except to the extent required
pursuant to this Section 2.03(d) and no Recordation Report with respect
to such Assignments of Mortgage shall be required to be delivered
pursuant to Section 2.03(c)(4) hereof. The definition of "Mortgage Loan
Documents" shall be deemed to be amended to take into account this
Section 2.03(d). (A) If, at any time more than 10% of the Pool
Scheduled Principal Balance is comprised of Mortgage Loans, Seller
shall promptly, but in no event later than sixty (60) days following
such event, either record Assignments of Mortgages or obtain one or
more Opinions of Counsel to the effect that recording is not required
to protect the Trustee's right, title and interest in and to such
Mortgage Loans (or, in case a court should recharacterize the sale of
the Mortgage Loans as a financing, to perfect a first priority security
interest in favor of the Trustee in the related Mortgage Loan), in
either case with respect to a sufficient quantity of Mortgage Loans so
that less than 10% of the Pool Scheduled Principal Balance is comprised
of Mortgage Loans with unrecorded Assignments or as to which there
exists no Opinion of Counsel.
(B) If, at any time the credit rating assigned to Oakwood
Homes Corporation, a North Carolina corporation, by Standard & Poor's
Rating Services, a division of the XxXxxx-Xxxx Companies, Inc., is
reduced to less than "BBB-", Seller shall either record Assignments of
Mortgages with respect each Mortgage Loan; or obtain one or more
Opinions of Counsel with respect to each Mortgage Loan to the effect
that recording is not required to protect the Trustee's right, title
and interest in and to such Mortgage Loans (or, in case a court should
recharacterize the sale of the Mortgage Loans as a financing, to
perfect a first priority security interest in favor of the Trustee in
the related Mortgage Loan).
S - 27
(C) In the event that, subsequent to the receipt of an Opinion
of Counsel as provided in Section 2.03(d)(A) or (B), the Servicer is
advised that recording is required to protect the right, title and
interest of the Trustee in and to any Mortgage Loan for which
recordation of an Assignment of Mortgage was not previously required,
the Servicer shall promptly notify the Trustee, and the Trustee shall
within five Business Days of its receipt of such notice deliver each
previously unrecorded Assignment of Mortgage to the Servicer for
recordation.
(c) Section 5.02 of the Standard Terms is hereby amended by deleting
the words "be equal to" and replacing it with the words "not be less than" on
the fourth line of the first paragraph thereof.
(d) Section 5.07 of the Standard Terms is hereby amended by deleting
the first sentence thereof in its entirety and replacing it with the following:
If (a) any mutilated Certificate is surrendered to the Trustee or the
Certificate Registrar, or the Trustee and the Certificate Registrar
receive evidence to their satisfaction of the destruction, loss or
theft of any Certificate, and (b) there is delivered to the Trustee and
the Certificate Registrar such security or indemnity as may be required
by them to save each of them harmless (the unsecured agreement of an
Institutional Holder being sufficient for such purpose), then, in the
absence of notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a BONA FIDE purchaser, the Trustee
shall execute and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of
the same Class, tenor and denomination or Percentage Interest.
(e) Section 11.04 of the Standard Terms is hereby amended by deleting
the addresses and telecopier numbers of OMI and OAC and substituting as the
address for each 0000 XxXxxxx Xxxx, Xxxxxxxxxx, XX 00000-0000 and as the
telecopier number for each (000) 000-0000.
SECTION 11. REMIC ADMINISTRATION.
(a) For purposes of the REMIC Provisions, all of the Certificates
(except the Residual Certificates) will be designated as the "regular interests"
in the Issuing REMIC, the eight Subaccounts will be designated as the "regular
interests" in the Pooling REMIC, the Class R Certificates will be designated as
the "residual interest" in each of the Issuing REMIC and the Pooling REMIC and,
following the division of the Class R Certificates into two separately
transferable, certificated and fully registered certificates in accordance with
Section 11(b) below, the Class R-1 Certificates will be designated as the
"residual interest" in the Issuing REMIC and the Class R-2 Certificates will be
designated as the "residual interest" in the Pooling REMIC.
S - 28
(b) Upon the request of any registered Holder of a Class R Certificate,
the Trustee shall issue to such Holder two separately transferable, certificated
and fully registered Certificates (a Class R-1 Certificate and a Class R-2
Certificate), in substantially the forms of Exhibit R-1 and Exhibit R-2 attached
hereto. In the event that the Class R Certificates are exchanged for separately
transferrable Class R-1 and Class R-2 Certificates: (1) the Class R-1
Certificates will be designated as the residual interest in the Issuing REMIC,
(2) the Class R-2 Certificates will be designated as the residual interest in
the Pooling REMIC, (3) the Holders of a majority of the Percentage Interest in
the Class R-1 Certificates together with the Holders of a majority of the
Percentage Interest in the Class R-2 Certificates will have the option to make a
Terminating Purchase given to the Holders of a majority of the Percentage
Interest in the Residual Certificates pursuant to Section 9.01 of the Standard
Terms, and (4) the restrictions on the transfer of a Residual Certificate
provided in the Standard Terms will apply to both the Class R-1 and the Class
R-2 Certificates.
SECTION 12. AUCTION CALL.
(a) If neither the Servicer nor the Residual Majority exercises its
optional termination right as described in Section 9.01 of the Standard Terms
within 90 days after it first becomes entitled to do so, the Trustee shall use
commercially reasonable efforts to solicit bids for the purchase of all Assets,
REO Properties and Repo Properties remaining in the Trust from no fewer than two
prospective purchasers that it believes to be Qualified Bidders. If OAC is then
the Servicer of the Assets, the solicitation of bids shall be conditioned upon
the continuation of OAC as the servicer of the Assets on terms and conditions
substantially similar to those in the Pooling and Servicing Agreement, except
that it shall not be required to pay compensating interest or make Advances.
(b) If the Trustee receives bids from at least two Qualified Bidders
and the net proceeds of the highest bid are equal to or greater than the
Termination Price, the Trustee shall promptly advise the Servicer of the highest
bid and the terms of purchase, and the Servicer shall have three Business Days,
at its option, to match the terms of such bid. The Trustee shall thereafter sell
the Assets, REO Properties and Repo Properties either (i) to the Servicer, if it
shall so elect, or (ii) to the highest bidder, and in either case the Trustee
shall distribute the net proceeds of such sale in redemption of the Certificates
in compliance with Article IX of the Standard Terms and Section 5 hereof. Any
such sale must also comply with the requirements applicable to a Terminating
Purchase set forth in Section 9.02 of the Standard Terms.
(c) Any costs incurred by the Trustee in connection with such sale
(including without limitation any legal opinions or consents required by Section
9.02 of the Standard Terms) shall be deducted from the bid price of the Assets,
REO Properties and Repo Properties in determining the net proceeds therefrom.
(d) If the Trustee does not obtain bids from at least two Qualified
Bidders, or does not receive a bid such that the net proceeds therefrom would at
least equal the Termination Price,
S - 29
it shall not sell the Assets, REO Properties and Repo Properties, and shall
thereafter have no obligation to attempt to sell same.
(e) The Servicer shall cooperate with and provide necessary information
to the Trustee in connection with any auction sale as described herein.
SECTION 13. VOTING RIGHTS.
The Voting Rights applicable to the Certificates shall be allocated
0.5% to the Class R Certificates, 0.5% to the Class X Certificates and 99% to
the other Certificates in proportion with their respective Certificate Principal
Balance.
SECTION 14. GOVERNING LAW.
The Pooling and Servicing Agreement shall be construed in accordance
with and governed by the laws of the State of North Carolina applicable to
agreements made and to be performed therein. The parties hereto agree to submit
to the personal jurisdiction of all federal and state courts sitting in the
State of North Carolina and hereby irrevocably waive any objection to such
jurisdiction. In addition, the parties hereto hereby irrevocably waive any
objection that they may have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any federal or state
court sitting in the State of North Carolina, and further irrevocably waive any
claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.
SECTION 15. 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 16. 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 17. 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.
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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/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Vice President
OAKWOOD ACCEPTANCE CORPORATION
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION,
AS TRUSTEE
By: /s/ Xxxx X. Xxxxxxxxxx
Name: /s/ Xxxx X. Xxxxxxxxxx
Title: Trust Officer
S - 31
STATE OF NORTH CAROLINA )
) s.
COUNTY OF DAVIDSON )
The foregoing instrument was acknowledged before me in the County of
Guilford this 16 day of May, 1997 by Xxxxxxx X. Xxxx, Vice President of Oakwood
Mortgage Investors, Inc., a North Carolina corporation, on behalf of the
corporation.
Xxxxxxx Xxxxxxx
Notary Public
My Commission expires: March 4, 0000
XXXXX XX XXXXX XXXXXXXX )
) s.
COUNTY OF DAVIDSON )
The foregoing instrument was acknowledged before me in the County of
Guilford this 16 day of May, 1997 by Xxxxxxx X. Xxxx, Vice President of Oakwood
Acceptance Corporation, a North Carolina corporation, on behalf of the
corporation.
Xxxxxxx Xxxxxxx
Notary Public
My Commission expires: March 4, 0000
X - 00
XXXXXXXXXXXX XX XXXXXXXXXXXX )
) s.
CITY OF PHILADELPHIA )
The foregoing instrument was acknowledged before me in the City of
Philadelphia, this 15TH day of May, 1997, by Xxxx X. Xxxxxxxxxx, Trust Officer
of PNC Bank, National Association, a national banking association, on behalf of
the association.
Xxxx X. Xxxxxx
Notary Public
My Commission expires: February 12, 0000
X - 00
INDEX TO SCHEDULES AND EXHIBITS
SCHEDULE IA Contract Schedule
SCHEDULE IB Mortgage Loan Schedule
EXHIBIT A-1 Form of Class A-1 Certificate
EXHIBIT A-2 Form of Class A-2 Certificate
EXHIBIT A-3 Form of Class A-3 Certificate
EXHIBIT A-4 Form of Class A-4 Certificate
EXHIBIT A-5 Form of Class A-5 Certificate
EXHIBIT M Form of Class M 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
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