Exhibit 4.2
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OAKWOOD MORTGAGE INVESTORS, INC.,
OAKWOOD ACCEPTANCE CORPORATION,
AND
THE BANK OF NEW YORK,
Trustee
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ASSUMPTION AND AMENDMENT AGREEMENT
Dated May 28, 1999
TO
POOLING AND SERVICING AGREEMENTS
Dated as of November 1, 1994 and June 1, 1995,
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THIS ASSUMPTION AND AMENDMENT AGREEMENT (the "Amendment"), dated May
28, 1999, is among Oakwood Mortgage Investors, Inc., a Nevada corporation (the
"Successor"), successor by merger to Oakwood Mortgage Investors, Inc., a North
Carolina corporation (the "Predecessor" and, together with the Successor,
"OMI"), Oakwood Acceptance Corporation, a North Carolina corporation (the
"Servicer"), and The Bank of New York, a New York banking corporation, as
trustee (the "Trustee"), under pooling and servicing agreements dated as of
November 1, 1994 and June 1, 1995, as heretofore supplemented and amended (the
"Agreements"). All terms capitalized but not otherwise defined herein shall have
the meanings assigned to them in the Agreements.
OMI desires to amend the Agreements, pursuant to Section 11.01 of the
Standard Terms to Pooling and Servicing Agreement as incorporated by reference
into each such Agreement (the "Standard Terms"), to provide for the assumption
by the Successor of all of OMI's representations, warranties, covenants and
other obligations in the Agreements.
Section 11.01 of the Standard Terms provides that, without the consent
of any Certificateholders OMI, the Servicer and the Trustee, from time to time,
may amend an Agreement to correct or supplement any provisions thereof that may
be inconsistent with any other provisions thereof.
Section 6.04 of the Standard Terms contemplates that OMI may be merged
with another entity, and states that any successor by merger to OMI shall be the
successor to OMI without the execution or filing of any document or any further
act by any parties to any Agreement, anything in the Standard Terms to the
contrary notwithstanding. However, in various places in the Standard Terms,
reference is made to OMI as a North Carolina corporation. This Amendment is to
confirm the succession of the Successor to the rights and obligations of OMI
under each Agreement, and to make clear that the fact that the Successor is not
a North Carolina corporation is not a violation of any Agreement.
NOW THEREFORE, in consideration of the premises set forth above, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, each Agreement hereby is amended as follows:
1. The definition of "OMI" in Section 1.01 of the Standard Terms is
amended by the replacement of the word "Nevada" for the words "North Carolina"
therein.
2. Section 6.02(a) of the Standard Terms is amended by the deletion of
the words "State of North Carolina" therein and the replacement therefor of the
words "jurisdiction under the laws of which OMI was organized."
3. Pursuant to Section 6.04 of the Standard Terms, the Successor hereby
expressly assumes all of the rights and obligations of the Predecessor under
each Agreement.
4. The address of OMI set forth in Section 11.04 of the Standard Terms
and in various Exhibits to the Standard Terms is changed to: c/o Nevada Holding
Services, Inc., Bank of America Center, 000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxxx,
Xxxxxx 00000.
5. As supplemented and amended by this Amendment, each Agreement as
heretofore supplemented and amended is ratified and confirmed in all respects
and each Agreement as so supplemented and amended by this Amendment shall be
read, taken and construed as one and the same instrument.
6. This Amendment may be executed in any number of counterparts with
the same effect as if all of the parties hereto had signed the same document.
Each such counterpart shall constitute an original of this Amendment, and all
such counterparts shall together constitute but one and the same instrument.
7. Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to such terms in the Agreements as heretofore supplemented
and amended. References to Sections herein shall be deemed references to
Sections of the Standard Terms. References to Section 6.07(d) of the Standard
Terms shall be deemed references to Section 6.04 of the Standard Terms.
IN WITNESS WHEREOF, the Successor, the Servicer and the Trustee have
caused this Amendment to be duly executed by their respective Officers thereunto
duly authorized, all as of the day and year first above written.
OAKWOOD MORTGAGE INVESTORS, INC.,
a Nevada corporation
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: President
OAKWOOD ACCEPTANCE CORPORATION,
a North Carolina corporation
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
THE BANK OF NEW YORK,
as Trustee
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President
