Exhibit 99.3
GUARANTEE
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1999-D
THIS GUARANTEE (the "Guarantee"), dated as of August 10, 2001, is made and
entered into upon the terms hereinafter set forth, by OAKWOOD HOMES CORPORATION,
a North Carolina corporation (the "Guarantor"), for the benefit of the holders
from time to time of the Class B-2 Certificates (the "Class B-2
Certificateholders") of OMI Trust 1999-D (the "Trust").
RECITALS:
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A. The Trust was formed pursuant to a Pooling and Servicing Agreement,
dated as of August 1, 1999, as amended by Amendment No. 1 to the Pooling and
Servicing Agreement, dated as of December 12, 2000, as further amended by
Amendment No. 2 thereto, dated as of August 10, 2001, and as further amended by
Amendment No. 3 to the Pooling and Servicing Agreement, dated as of August 10,
2001 (the "Series Agreement"), each by and among Oakwood Mortgage Investors,
Inc. (the "Company"), Oakwood Acceptance Corporation (the "Servicer") and The
Chase Manhattan Bank, a New York banking corporation, as the trustee (the
"Trustee"), which incorporates by reference the Company's Standard Terms to
Pooling and Servicing Agreement (May 1999 Edition) (together with the Series
Agreement, the "Pooling and Servicing Agreement"), among the Company, the
Servicer and the Trustee. Capitalized terms used and not otherwise defined
herein shall have the respective meanings assigned to such terms in the Pooling
and Servicing Agreement.
B. The Company is a wholly-owned indirect subsidiary of the Servicer,
which is a wholly-owned subsidiary of the Guarantor.
C. Pursuant to the Pooling and Servicing Agreement, the Trust issued its
Pass-Through Certificates, Series 1999-D (the "Certificates"). In connection
with the issuance of the Certificates, the Guarantor has been requested to
provide to the Class B-2 Certificateholders this Guarantee of certain
distributions on the Class B-2 Certificates. Because of the substantial economic
benefits accruing to the Guarantor by virtue of the issuance of the
Certificates, the Guarantor desires to make this Guarantee, all on the following
terms and conditions.
AGREEMENTS:
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NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged by the Guarantor, the Guarantor hereby agrees as follows:
1. The Guarantor hereby unconditionally and absolutely guarantees the full
and prompt payment to the Class B-2 Certificateholders on or prior to the
Remittance Date relating to
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each Distribution Date of the Guarantee Payment Amount (as such term is defined
in the Pooling and Servicing Agreement), if any, for such Distribution Date,
provided that the Trustee or the Servicer has notified the Guarantor in writing
(which may be by telecopy confirmed by a telephone call as described below) of
such amount before 1:00 p.m., New York City time on the Remittance Date
preceding the applicable Distribution Date. If the Trustee or Servicer fails to
notify the Guarantor as provided in this paragraph of any Guarantee Payment
Amount (and the amount thereof) for any Distribution Date before 1:00 p.m. New
York City time on the related Remittance Date, but subsequently so notifies the
Guarantor, then the Guarantor shall deliver such Guarantee Payment Amount to the
Trustee in immediately available funds as soon as practicable after its receipt
of such notice. Notices sent to the Guarantor by telecopy or telephone shall be
sent to the attention of Treasurer (or such other person as may hereafter be
prescribed by the Guarantor to the Trustee in writing) to the telecopy number of
(000) 000-0000 (or such other telecopy number as may be hereafter prescribed by
the Guarantor to the Trustee and Servicer in writing).
2. This Guarantee is a direct obligation of the Guarantor to the Class B-2
Certificateholders. Although this Guarantee is for the benefit of the Class B-2
Certificateholders, this Guarantee may not be enforced directly by the Class B-2
Certificateholders, but only by the Trustee on their behalf directed by a
majority vote of the Class B-2 Certificateholders.
3. The Guarantor guarantees payment of the Guarantee Payment Amount, if
any, to the Trustee pursuant to the terms hereof only, and does not guarantee
the Trustee's obligation to distribute payments made by the Guarantor in
accordance with the Pooling and Servicing Agreement, and the Guarantor shall not
be liable for any failure by the Trustee properly to distribute the amount of
any payments made by the Guarantor hereunder.
4. The liability of the Guarantor hereunder shall in no way be affected by
(i) the release or discharge of the Trust in any creditors', receivership,
bankruptcy or other proceedings, (ii) the impairment, limitation or modification
of the liability of the Trust or the estate of the Trust in bankruptcy, or of
any remedy for the enforcement of any of the Trustee's obligations under the
Pooling and Servicing Agreement resulting from the operation of any present or
future provision of the federal bankruptcy law or any other statute or the
decision of any court, (iii) the rejection or disaffirmance of any instrument,
document or agreement evidencing any of the Trustee's obligations under the
Pooling and Servicing Agreement in any such proceedings, (iv) the assignment or
transfer of any of the Trustee's obligations under the Pooling and Servicing
Agreement by the Trustee or (v) the cessation from any cause whatsoever of the
liability of the Trustee with respect to the Trustee's obligations under the
Pooling and Servicing Agreement.
5. The Guarantor hereby waives any right to subrogation; provided,
however, that the Guarantor shall be entitled to be reimbursed for Guarantee
Payment Amounts made under this Guarantee pursuant to the terms of the Pooling
and Servicing Agreement.
6. This is a guaranty of payment and not of collection. The liability of
the Guarantor hereunder shall be direct and immediate and not conditional or
contingent upon the occurrence of any event except the occurrence on or before
the applicable Remittance Date of certain shortfalls
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in the collection of principal or interest on the Assets giving rise to the
existence of a Guarantee Payment Amount as of the corresponding Distribution
Date, as set forth more particularly in the Pooling and Servicing Agreement. The
Guarantor hereby waives any right to require that an action be brought against
any person prior to discharging its obligations hereunder. The Guarantor also
waives all of its rights, powers and benefits under N.C.G.S. (S) 26-7 through
(S) 26-9.
7. This Guarantee is assignable by a Class B-2 Certificateholder. This
Guarantee shall be binding upon the Guarantor and the Guarantor's successors and
assigns, and shall inure to the benefit of the Class B-2 Certificateholders,
their representatives, successors, successors-in-title and assigns.
8. This Guarantee shall be construed in accordance with and governed by
the laws of the State of North Carolina applicable to contracts to be performed
within said state. No amendment or modification hereof shall be effective unless
evidenced by a writing signed by the Guarantor and the Trustee. When used
herein, the singular shall include the plural, and vice versa, and the use of
any gender shall include all other genders, as appropriate.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned has executed this Guarantee, or has
caused this Guarantee to be executed by its duly authorized representative, as
of the date first above written.
OAKWOOD HOMES CORPORATION
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
Acknowledged:
THE CHASE MANHATTAN BANK,
as Trustee
By: /s/ Xxxxx X .Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
[Guarantee-99-D]
