OAKWOOD MORTGAGE INVESTORS, INC.
PASS-THROUGH CERTIFICATES
1998-D TERMS AGREEMENT
Dated: November 3, 1998
To: Oakwood Mortgage Investors, Inc. (the "Company")
Oakwood Acceptance Corporation ("OAC")
Re: Underwriting Agreement Standard Provisions dated
June 1995 (the "Standard Provisions")
Series
Designation: Pass-Through Certificates, Series 1998-D, Classes X-0 XXX, X,
X-0, X-0, X-0, X-0, X and R (collectively, the "Certificates"). The
Classes A-1 ARM and A Certificates are collectively referred to
herein as the "Underwritten Certificates."
Underwriting Agreement: Subject to the terms and conditions set forth
herein and to the terms of the Standard Provisions, which are incorporated by
reference herein, the Company hereby agrees to issue and sell to Credit Suisse
First Boston Corporation (the "Underwriter"), and the Underwriter hereby agrees
to purchase from the Company, on November 5, 1998, the aggregate outstanding
principal amount of the Underwritten Certificates set forth below at the
purchase price and on the terms set forth below; provided, however, that the
obligations of the Underwriter are subject to: (i) receipt by the Company of the
ratings on the Certificates as set forth herein, (ii) receipt by the Underwriter
of the Sales Agreement (the "Sales Agreement"), dated as of October 1, 1998, by
and between the Company and OAC, and the Pooling and Servicing Agreement (as
defined below), each being in form and substance satisfactory to the
Underwriter.
The Certificates will be issued by a trust (the "Trust") to be established
by the Company pursuant to a Pooling and Servicing Agreement, to be dated as of
October 1, 1998 among the Company, OAC, as servicer (the "Servicer") and PNC
Bank, National Association, as Trustee (the "Trustee"), which incorporates by
reference the Company's Standard Terms to Pooling and Servicing Agreement (July
1998 Edition) (collectively, the "Pooling and Servicing Agreement"). The
Certificates will represent in the aggregate the entire beneficial ownership
interest in the assets of the Trust which will consist primarily of fixed-rate
installment sales contracts secured by units of manufactured housing (the
"Contracts") with original terms to maturity not exceeding 30 years and
fixed-rate and adjustable-rate mortgage loans secured by first-liens on the real
estate to which the related manufactured homes are deemed permanently affixed
(the "Mortgage Loans" and, together with the Contracts, the "Assets") with
original terms to maturity not exceeding 30 years, in each case having the
characteristics described in the final Prospectus Supplement, dated November 3,
1998, relating to the Underwritten Certificates (the "Prospectus Supplement").
The Company and the Servicer specifically covenant to make available on
the Closing Date for sale, transfer and assignment to the Trust, Assets having
the characteristics described in the Prospectus Supplement; provided, however,
that there may be nonmaterial variances from the description of the Assets in
the Prospectus Supplement and the Assets actually delivered on such dates.
Registration Statement: References in the Standard Provisions to the
Registration Statement shall be deemed to include registration statement
No. 333-58497.
Scheduled Principal Balance of Assets: $319,423,714.
Cut-Off Date with Respect to the Assets : October 1, 1998.
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Terms of the Certificates:
----------------- --------------- -------------- --------------- --------------
Initial
Class Principal Pass-Through Ratings Purchase
Designation Amount Rate S&P Xxxxx'x Price
----------------- --------------- -------------- ----- --------- --------------
----------------- --------------- -------------- ----- --------- --------------
(1)
A-1 ARM $6,023,152 6.400% per "AAA" "Aaa" 99.775000%
A $238,335,000 annum "AAA" "Aaa" 99.769605%
----------------- --------------- -------------- --------------- --------------
(1) The Pass-Through Rate for the Class A-1 ARM Certificates will be the per
annum rate equal to the lesser of One-Month LIBOR, as determined on the
applicable Floating Rate Determination Date, plus the Class A-1 ARM
Margin, and the Weighted Average Net Asset Rate of the Adjustable Rate
Assets. The Class A-1 ARM Margin shall equal 0.80% on any Distribution
Date which occurs on or prior to the Call Option Date, and shall equal
1.30% on any other Distribution Date.
Distribution Dates: Each Distribution Date shall be the 15th day of each
month, or if such day is not a business day, on the next succeeding business
day, commencing in November 1998.
REMIC Election: An election will be made to treat some or all of the
assets of the Trust as one or more real estate mortgage investment conduits for
federal income tax purposes (the "REMIC"). The Underwritten Certificates will be
designated as "regular interests" in the REMIC.
Purchase Price: The Underwriter has agreed to purchase the Underwritten
Certificates of each Class from the Company for the respective purchase prices
expressed in the table above as percentages of the Certificate Principal Balance
of each such Class. Payment of the purchase price for the Underwritten
Certificates shall be made to the Company in federal or similar immediately
available funds payable to the order of the Company.
Denominations: The Underwritten Certificates will be issued in book-
entry form in minimum denominations of $1,000 and integral multiples of $1 in
excess thereof.
Fees: It is understood that servicing fees may be withheld from the
payments on the Assets in each month prior to distributions on the Certificates
on the Distribution Date occurring in such month to the extent permissible under
the Pooling and Servicing Agreement.
Closing Date and Location: 10:00 a.m. Eastern Time on November 5, 1998, at
the offices of Hunton & Xxxxxxxx, Riverfront Plaza, East Tower, 000 Xxxx Xxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000-0000. The Company will deliver the Underwritten
Certificates to the Underwriters in book-entry form only, through the same-day
funds settlement system of The Depository Trust Company on the Closing Date.
Due Diligence: At any time prior to the Closing Date, the Underwriter has
the right to inspect the Asset Files and the related loan origination procedures
and to confirm the existence of the related manufactured homes or mortgaged
properties to ensure conformity with the Final Prospectus and the Prospectus
Supplement.
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Controlling Agreement: This Terms Agreement sets forth the complete
agreement among the Company, OAC and the Underwriter and fully supersedes all
prior agreements, both written and oral, relating to the issuance of the
Underwritten Certificates and all matters set forth herein. Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned to
such terms in the Standard Provisions or the Prospectus Supplement.
Computational Materials: The Underwriter hereby represents and warrants
that (i) any information attached hereto as Exhibit 1 constitutes all
"Collateral Term Sheets" (as such term is defined in the no-action letters
addressed to Xxxxxx, Xxxxxxx Acceptance Corporation I, et al. dated May 20, 1994
and to the Public Securities Association dated February 17, 1995 (collectively,
the "PSA Letters")) disseminated by them in connection with the Underwritten
Certificates; (ii) any information attached hereto as Exhibit 2 constitutes all
"Structural Term Sheets" and "Computational Materials" disseminated by it in
connection with the Underwritten Certificates and (iii) any information attached
hereto as Exhibit 3 constitutes all "Series Term Sheets" (as such term is
defined in the no-action letter addressed to Greenwood Trust Company, Discover
Card Master Trust I dated April 5, 1996).
For purposes hereof, as to the Underwriter, the term "Derived Information"
means such information, if any, in the Series Term Sheets, Collateral Term
Sheets, Structural Term Sheets and/or Computational Materials that is not
contained in either (i) the Prospectus taking into account information
incorporated therein by reference (other than information incorporated by
reference from the Series Term Sheets, Collateral Term Sheets, Structural Term
Sheets and/or Computational Materials) or (ii) any computer tape furnished by
the Company (the "Computer Tape"). The Underwriter agrees, assuming (i) all
information provided by the Company (including the Computer Tape) is accurate
and complete in all material respects and (ii) the Company's independent public
accountants have determined that the Derived Information agrees with the
Computer Tape, to indemnify and hold harmless the Company, each of the Company's
officers and directors and each person who controls the Company within the
meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"),
against any and all losses, claims, damages or liabilities, joint or several, to
which they may become subject under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement of a material fact contained in the
Derived Information prepared by the Underwriter and incorporated by reference
into the Registration Statement, or arise out of or are based upon the omission
or alleged omission to state in such Derived Information a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading,
(except that no such indemnity shall be available for any losses, claims,
damages or liabilities, or actions in respect thereof to the extent any such
untrue statement or alleged untrue statement therein results directly from an
error in the information on the Computer Tape or in any other information
concerning the Mortgage Loans or the Contracts provided by the Company to the
Underwriter in writing or through electronic transmission) and agree to
reimburse each such indemnified party for any legal or other expenses reasonably
incurred by it in connection with investigating or defending or preparing to
defend any such loss, claim, damage, liability or action as such expenses are
incurred. The obligations of the Underwriter under
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this paragraph shall be in addition to any liability which the Underwriter may
otherwise have. Notwithstanding the provisions of this paragraph, the
Underwriter shall not be required to pay any amount with respect to the
indemnities provided hereunder in excess of the underwriting discount or
commission applicable to the Certificates purchased by it hereunder.
Information Provided by the Underwriter: It is understood and agreed that
the information set forth under the heading "Underwriting" in the Prospectus
Supplement (except for the last paragraph relating to the estimated fees and
expenses) is the only information furnished by the Underwriter for inclusion in
the Registration Statement and the Final Prospectus.
Trustee: PNC Bank, National Association will act as Trustee of the Trust.
Blue Sky Qualifications: The Underwriter specifies no jurisdictions and
the parties do not intend to qualify the Underwritten Securities in any
jurisdiction. The Company has agreed to pay all costs and expenses incurred in
connection with the preparation of a blue sky survey to be delivered on or prior
to the Closing Date.
State Tax Opinions: The Company shall deliver to the Underwriter an
opinion of counsel pursuant to Section 6(d)(iii) of the Standard Provisions with
respect to the State of North Carolina and the Commonwealth of Pennsylvania.
Blackout Period: None.
Applicable Law: THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Notices: All communications hereunder will be in writing and effective
only upon receipt and will be mailed, delivered or telegraphed and confirmed to
the parties at:
Oakwood Mortgage Investors, Inc. and
Oakwood Acceptance Corporation
0000 XxXxxxx Xxxx (27409-9634)
X.X. Xxx 00000
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Xxxxxxx Xxxx
Credit Suisse First Boston Corporation
00 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X'Xxxxxxxx
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Request for Opinions: (a) The Company and OAC hereby request and authorize
Hunton & Xxxxxxxx and Xxxxx X. Xxxxxxxx, Esq., as their counsel in this
transaction, to issue on behalf of the Company and OAC, such legal opinions to
the Underwriter, their counsel, the Trustee and the Rating Agencies as may be
required by any and all documents, certificates or agreements executed in
connection with this Agreement.
(b) The Underwriter hereby requests and authorizes Xxxxxxx Xxxxxxx &
Xxxxxxxx, as their special counsel in this transaction, to issue to the
Underwriter such legal opinions as they may require, and the Company shall have
furnished to Xxxxxxx Xxxxxxx & Xxxxxxxx such documents as they may request for
the purpose of enabling them to pass upon such matters.
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The Underwriter agrees, subject to the terms and provisions of the
Standard Provisions, a copy of which is attached hereto, and which is
incorporated by reference herein in its entirety and made a part hereof to the
same extent as if such provisions had been set forth in full herein, to purchase
the Underwritten Certificates.
CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Xxxxxxx X'Xxxxxxxx
----------------------------------
Name: Xxxxxxx X'Xxxxxxxx
----------------------------------
Title: Director
----------------------------------
Accepted and acknowledged
As of the Date 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
-----------------------------
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