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OAKWOOD MORTGAGE INVESTORS, INC.,
OAKWOOD ACCEPTANCE CORPORATION
AND
[--------------------------------------------],
TRUSTEE
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SERIES ____-__ POOLING AND SERVICING AGREEMENT
DATED AS OF ______ 1, ____
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OAKWOOD MORTGAGE INVESTORS, INC.
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES ____-__
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THIS SERIES ____-__ POOLING AND SERVICING AGREEMENT, dated as of ____
1, ____, is made with respect to the formation of OMI Trust ____-__ (the
"Trust") among OAKWOOD MORTGAGE INVESTORS, INC., a Nevada corporation ("OMI"),
OAKWOOD ACCEPTANCE CORPORATION, a North Carolina corporation ("OAC" and, in its
capacity as servicer, the "Servicer"), and [__________________], a [national
banking association], as trustee (the "Trustee"), under this Agreement and the
Standard Terms to Pooling and Servicing Agreement, May 1999 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 $___,___,___, to be known as the Senior/Subordinated Pass-Through
Certificates, Series ____-__ (the "Certificates"). The Certificates consist of
__ 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 Schedules attached as Schedule I (as defined below) hereto. The Issuing
REMIC will consist of the _____ Subaccounts designated as provided herein. 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,
together with the related Asset Documents, and all payments thereon and proceeds
of the conversion, voluntary or involuntary, of the foregoing, including,
without limitation, all rights to receive all principal and interest payments
due on the Assets after the applicable Cut-off Date, including such scheduled
payments received by OMI or OAC on or prior to the applicable Cut-off Date, and
Principal Prepayments, Net Insurance Proceeds, Net Liquidation Proceeds,
▇▇▇▇▇▇▇▇▇▇
▇-▇
Prices and other unscheduled collections received on the Assets on and after the
applicable Cut-off 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 in the Distribution Account for
the Certificates and all proceeds thereof, whether in the form of cash,
instruments, securities or other properties; (d) 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 (e) 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 (e) 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.
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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.
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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 (i) with respect to the Class
A-1 Certificates, the Closing Date and (ii) with respect to all other Classes of
Certificates, ____ 1, ____.
"Adjusted Certificate Principal Balance": With respect to each Class of
Subordinated Certificates on any date of determination, its Certificate
Principal Balance immediately following
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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 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.
"Call Option Date": The Distribution Date on which, after taking into
account distributions of principal to be made on such Distribution Date, the sum
of the Certificate Principal Balances of the Certificates is less than 10% of
the sum of the original Certificate Principal Balances of the Certificates.
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"Carryover Interest Distribution 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 and as Carryover Interest Distribution Amounts on
the previous Distribution Date but not previously distributed, together with
interest accrued on such amount at the Pass-Through Rate in effect for such
Class during the related Interest Accrual Period. With respect to each
Subaccount on each Distribution Date, all amounts that were allocable to such
Subaccount as Priority Interest Distribution Amounts and as Carryover Interest
Distribution Amounts on the previous Distribution Date but not previously
distributed, together with interest accrued on any such amount at the
Pass-Through Rate in effect for the Corresponding Certificates with respect to
such Subaccount during the related Interest Accrual Period.
"Carryover Non-Priority Interest Distribution Amount": For any
Subaccount, on any Distribution Date, all amounts that were distributable on
such Subaccount as Non-Priority Interest Distribution Amounts on previous
Distribution Dates that remain unpaid.
"Carryover Writedown Interest Distribution Amount": With respect to
each Distribution Date and each related Class or Subaccount, all amounts that
were distributable on such Class or Subaccount as Writedown Interest
Distribution Amounts and Carryover Writedown Interest Distribution Amounts on
the previous Distribution Date but not previously distributed, plus interest
accrued on any such amount during the related Interest Accrual Period at the
then applicable Pass-Through Rate.
"Class A Certificates": The Class A-1, Class A-2, Class A-3 and Class
A-4 Certificates.
"Class A Percentage": With respect to each Distribution Date, the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the Certificate Principal Balance of the Class A
Certificates immediately prior to such Distribution Date and the denominator of
which is the Pool Scheduled Principal Balance of the Assets immediately prior to
such Distribution Date.
"Class A Principal Distribution Amount": For any Distribution Date,
will equal (i) prior to the Cross-over Date, the entire Principal Distribution
Amount (ii) on any Distribution Date as to which the Principal Distribution
Tests are not met, the entire Principal Distribution Amount, or (iii) on any
other Distribution Date, the sum of the Class A Percentage of the Principal
Distribution Amount. For any Distribution Date, if the Class A Principal
Distribution Amount exceeds the Class A Certificate Principal Balance less the
Principal Distribution Shortfall Carryover Amount with respect to such Class and
Distribution Date, then such excess amount shall be allocated to the Class M-1
Principal Distribution Amount.
"Class A Subaccounts": Any or all, as appropriate, of the Class A-1,
Class A-2, Class A-3, or Class A-4 Subaccounts.
"Class B Certificates": The Class B-1 Certificates and Class B-2
Certificates.
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"Class B Subaccounts": Any or all, as appropriate, of the Class B-1 or
Class B-2 Subaccounts.
"Class B-1 Percentage": With respect to each Distribution Date, the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the Adjusted Certificate Principal Balance of the Class
B-1 Certificates immediately prior to such Distribution Date and the denominator
of which is the Pool Scheduled Principal Balance of Assets immediately prior to
such Distribution Date.
"Class B-1 Principal Distribution Amount": For any Distribution Date
will equal (i) as long as the Class A-1 Certificate Principal Balance, the Class
A-2 Certificate Principal Balance, the Class A-3 Certificate Principal Balance,
the Class A-4 Certificate Principal Balance, the Class M-1 Certificate Principal
Balance and the Class M-2 Certificate Principal Balance have not been reduced to
zero and prior to the Cross-over Date, zero, (ii) on any Distribution Date as to
which the Principal Distribution Tests are not met and the Class A-1 Certificate
Principal Balance, the Class A-2 Certificate Principal Balance, the Class A-3
Certificate Principal Balance, the Class A-4 Certificate Principal Balance, the
Class M-1 Certificate Principal Balance and the Class M-2 Certificate Principal
Balance have not been reduced to zero, zero, (iii) on any Distribution Date as
to which the Principal Distribution Tests are not met and the Class A-1
Certificate Principal Balance, the Class A-2 Certificate Principal Balance, the
Class A-3 Certificate Principal Balance, the Class A-4 Certificate Principal
Balance, the Class M-1 Certificate Principal Balance and the Class M-2
Certificate Principal Balance each have been reduced to zero, the Principal
Distribution Amount, (iv) on any other Distribution Date on or after the
Cross-over Date but prior to the May 2009 Distribution Date, the Combined Class
B Percentage of the Principal Distribution Amount, or (v) on any other
Distribution Date, the sum of the Class B-1 Percentage of the Principal
Distribution Amount. For any Distribution Date, if the Class B-1 Principal
Distribution Amount exceeds the Class B-1 Certificate Principal Balance less the
Principal Distribution Shortfall Carryover Amount with respect to such Class and
Distribution Date, then such excess amount shall be allocated to the Class B-2
Principal Distribution Amount.
"Class B-2 Percentage": With respect to any Distribution Date, the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the sum of the Class B-2 Adjusted Certificate Principal
Balance and the Overcollateralization Amount, each immediately prior to such
Distribution Date and the denominator of which is the Pool Scheduled Principal
Balance of Assets immediately prior to such Distribution Date.
"Class B-2 Principal Distribution Amount": For any Distribution Date
will equal (i) as long as the Class A-1 Certificate Principal Balance, the Class
A-2 Certificate Principal Balance, the Class A-3 Certificate Principal Balance,
the Class A-4 Certificate Principal Balance, the Class M-1 Certificate Principal
Balance, the Class M-2 Certificate Principal Balance and the Class B-1
Certificate Principal Balance have not been reduced to zero and prior to the
Distribution Date occurring in May, 2009, zero, (ii) on any Distribution Date as
to which the Principal Distribution Tests are not met and the Class A-1
Certificate Principal Balance, the Class A-2 Certificate
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Principal Balance, the Class A-3 Certificate Principal Balance, the Class A-4
Certificate Principal Balance, the Class M-1 Certificate Principal Balance, the
Class M-2 Certificate Principal Balance and the Class B-1 Certificate Principal
Balance have not been reduced to zero, zero, (iii) on any Distribution Date as
to which the Principal Distribution Tests are not met and the Class A-1
Certificate Principal Balance, the Class A-2 Certificate Principal Balance, the
Class A-3 Certificate Principal Balance, the Class A-4 Certificate Principal
Balance, the Class M-1 Certificate Principal Balance, the Class M-2 Certificate
Principal Balance and the Class B-1 Certificate Principal Balance each have been
reduced to zero, the Principal Distribution Amount, or (iv) on any other
Distribution Date, the Class B-2 Percentage of the Principal Distribution
Amount. On any Distribution Date, the Class B-2 Principal Distribution Amount
shall not exceed the Class B-2 Certificate Principal Balance less the Principal
Distribution Shortfall Carryover Amount with respect to such Class and such
Distribution Date.
"Class M Certificates": The Class M-1 and Class M-2 Certificates.
"Class M Subaccounts": Any or all, as appropriate, of the Class M-1 or
Class M-2 Subaccounts.
"Class M-1 Percentage": With respect to any Distribution Date, the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the Class M-1 Adjusted Certificate Principal Balance
immediately prior to such Distribution Date and the denominator of which is the
Pool Scheduled Principal Balance of the Assets immediately prior to such
Distribution Date.
"Class M-1 Principal Distribution Amount": For any Distribution Date
will equal (i) as long as the Class A-1 Certificate Principal Balance, the Class
A-2 Certificate Principal Balance, the Class A-3 Certificate Principal Balance
and the Class A-4 Certificate Principal Balance have not been reduced to zero
and prior to the Cross-over Date, zero, (ii) on any Distribution Date as to
which the Principal Distribution Tests are not met and the Class A-1 Certificate
Principal Balance, the Class A-2 Certificate Principal Balance, the Class A-3
Certificate Principal Balance and the Class A-4 Certificate Principal Balance
have not been reduced to zero, zero, (iii) on any Distribution Date as to which
the Principal Distribution Tests are not met and the Class A Certificate
Principal Balance has been reduced to zero, the Principal Distribution Amount,
or (iv) on any other Distribution Date, the sum of the Class M-1 Percentage of
the Principal Distribution Amount. For any Distribution Date, if the Class M-1
Principal Distribution Amount exceeds the Class M-1 Certificate Principal
Balance less the Principal Distribution Shortfall Carryover Amount with respect
to such Class and Distribution Date, then such amounts shall be allocated to the
Class M-2 Principal Distribution Amount.
"Class M-2 Percentage": With respect to any Distribution Date, the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the Class M-2 Adjusted Certificate Principal Balance
immediately prior to such Distribution Date and the denominator of which is the
Pool Scheduled Principal Balance of the Assets immediately prior to such
Distribution Date.
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"Class M-2 Principal Distribution Amount": For any Distribution Date
will equal (i) as long as the Class A-1 Certificate Principal Balance, the Class
A-2 Certificate Principal Balance, the Class A-3 Certificate Principal Balance,
the Class A-4 Certificate Principal Balance and the Class M-1 Certificate
Principal Balance have not been reduced to zero and prior to the Cross-over
Date, zero, (ii) on any Distribution Date as to which the Principal Distribution
Tests are not met and the Class A-1 Certificate Principal Balance, the Class A-2
Certificate Principal Balance, the Class A-3 Certificate Principal Balance, the
Class A-4 Certificate Principal Balance and the Class M-1 Certificate Principal
Balance have not been reduced to zero, zero, (iii) on any Distribution Date as
to which the Principal Distribution Tests are not met and the Class A
Certificate Principal Balance and the Class M-1 Certificate Principal Balance
has been reduced to zero, the Principal Distribution Amount, or (iv) on any
other Distribution Date, the sum of the Class M-2 Percentage of the Principal
Distribution Amount. For any Distribution Date, if the Class M-2 Principal
Distribution Amount exceeds the Class M-2 Certificate Principal Balance less the
Principal Distribution Shortfall Carryover Amount with respect to such Class and
Distribution Date, then such amounts shall be allocated to the Class B-1
Principal Distribution Amount.
"Class R Certificates": The Class R Certificates, which represent
beneficial ownership of 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 Certificates": The Class X Certificates created pursuant to
Section 3 hereof.
"Class X Strip Amount": With respect to any Distribution Date, 30 days'
interest on the Subaccount Principal Balance of the Class A, Class M and Class B
Subaccounts, at a rate equal to the positive difference, if any, between the
Weighted Average Net Asset Rate and the weighted average of the Pass-Through
Rates on the Class A, Class M and Class B Subaccounts. Solely for the purposes
of those calculations, the Pass-Through Rates of the Class A, Class M and Class
B Subaccounts shall be the Pass-Through Rates on the respective Corresponding
Certificates.
"Closing Date": ____ __, ____.
"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.
"Cross-over Date": The later to occur of (a) the Distribution Date
occurring in _________ or (b) the first Distribution Date on which the
percentage equivalent of a fraction (which shall not be greater than 1) the
numerator of which is the sum of the aggregate Adjusted Certificate Principal
Balance of the Subordinated Certificates and the Overcollateralization Amount
for such Distribution Date and the denominator of which is the Pool Scheduled
Principal Balance on such Distribution Date, equals or exceeds ____ times the
percentage equivalent of a fraction (which shall not be greater than 1) the
numerator of which is the initial aggregate Adjusted Certificate Principal
Balance of the Subordinated Certificates and the denominator of which is the
Pool Scheduled Principal Balance as of the Cut-off Date.
"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": _____ 1, ____.
"ERISA Restricted Certificates": The Class M-1, Class M-2, Class
B-1, Class B-2, Class X and Class R Certificates.
"Excess Subaccount Principal Balance": With respect to each Subaccount,
the excess, if any, of the Subaccount Principal Balance over the Certificate
Principal Balance of the Corresponding Certificates.
"Floating Rate Determination Date": For any Interest Accrual Period for
the Class A-1 Certificates other than the first Interest Accrual Period, the
second London Banking Day prior to the commencement of such Interest Accrual
Period, and for the first Interest Accrual Period, the Closing Date.
"Guarantor": Oakwood Homes Corporation, a North Carolina corporation.
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"Institutional Holder": An insurance company whose long-term debt is
rated at least A- (or equivalent rating) 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 each Class 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
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.
"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 ____ 1, _____, for the benefit of the Trustee, of Limited Guarantee Payment
Amounts.]
["Limited Guarantee Payment Amount": With respect to any Distribution
Date, the amount after giving effect to the allocation of the Available
Distribution Amount 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 Distribution Amount, Writedown Interest Distribution Amount and
Carryover Writedown Interest Distribution Amount distributable on such
Distribution Date pursuant to clauses (x) and (xi) of Section 5(b) hereof and
(b) any unpaid principal amounts payable on such Distribution Date pursuant to
clause (xi) under Section 5(b) hereof.]
"London Banking Day": Any day on which commercial banks and foreign
exchange markets settle payments in London and New York City.
"Non-Priority Interest Distribution 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 Distribution 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.
"Offered Certificates": The Class A, Class M and Class B Certificates.
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"One-Month LIBOR": For each applicable Interest Accrual Period, the per
annum rate established in accordance with the provisions of Section 14 hereof.
"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.
"Principal Distribution Tests": With respect to each Distribution Date:
(a) the Average Sixty-Day Delinquency Ratio as of such Distribution Date does
not exceed __%; (b) the Average Thirty-Day Delinquency Ratio as of such
Distribution Date does not exceed __%; (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
------------------ ----------
_____ through _____ __%
_____ through _____ __%
_____ through _____ __%
_____ and after __%
; and (d) the Current Realized Loss Ratio as of such Distribution Date does not
exceed ___%.
"Priority Interest Distribution Amount": For any Subaccount, on any
Distribution Date, an amount equal to the Interest Distribution Amount for 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 __________ and _____.
"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": ___% 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
SUBACCOUNT
SUBACCOUNT PASS-THROUGH RATE PRINCIPAL BALANCE
---------- ----------------- -----------------
A-1 (1) $____
A-2 (1) $____
A-3 (1) $____
A-4 (1) $____
M-1 (1) $____
M-2 (1) $____
B-1 (1) $____
B-2 (1) $____
(1) The Pass-Through Rate on each Subaccount for any
Distribution Date shall be equal to the Weighted Average Net Asset
Rate.
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The Final Scheduled Distribution Date for each Subaccount is as follows:
FINAL SCHEDULED
SUBACCOUNT DISTRIBUTION DATES
---------- ------------------
A-1 _____
A-2 _____
A-3 _____
A-4 _____
M-1 _____
M-2 _____
B-1 _____
B-2 _____
For purposes of Treasury Regulation ss.1.860G-1(a)(4), the latest possible
maturity date for each of the Subaccounts shall be its final Scheduled
Distribution Date as set forth above.
"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 Subaccount in reduction of its Subaccount
Principal Balance pursuant to Sections 5(a) and 7 hereof.
"Subordinated Certificates": The Class M-1, Class M-2, Class B-1, Class
B-2, Class X and Residual Certificates.
"Trustee": ________________________, 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
________________, Attn: OMI Trust ____-__ (the "Corporate Trust Office"), or its
successor in interest.
"Trust REMIC": Each of the Pooling REMIC and the Issuing REMIC.
"Underwriters": _________________ (whose address is ________________)
and __________________ (whose address is ____________________________).
"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.
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"Writedown Interest Distribution 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
$___,___,___, 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:
INITIAL FINAL
CERTIFICATE SCHEDULED
PRINCIPAL PASS THROUGH DISTRIBUTION
DESIGNATION BALANCE RATE DATE(8)
----------- ------- ---- -------
A-1 $___ (1)
A-2 $___ __%
A-3 $___ __%
A-4 $___ __%
M-1 $___ (2)
M-2 $___ (3)
B-1 $___ (4)
B-2 $___ (5)
X (6) (6)
R (7) (7)
(1) The Pass-Through Rate on the Class A-1 Certificates for any
Distribution Date shall be the per annum rate equal to the lesser of
(i) One-Month LIBOR, as determined (except for the initial Distribution
Date) on the applicable Floating Rate Determination Date, plus ___% and
(ii) the Weighted Average Net Asset Rate of the Assets. For the initial
Distribution Date, the Pass-Through Rate for the Class A-1 Certificates
will be ___% per annum, and the initial Interest Accrual Period for the
Class A-1 Certificates will commence on the Closing Date and end on
_____ __, ____.
(2) The Pass-Through Rate on the Class M-1 Certificates for any
Distribution Date shall be equal to the lesser of (i) ___% per annum
and (ii) the Weighted Average Net Asset Rate of the Assets.
(3) The Pass-Through Rate on the Class M-2 Certificates for any
Distribution Date shall be equal to the lesser of (i) ___% per annum
and (ii) the Weighted Average Net Asset Rate of the Assets.
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(4) The Pass-Through Rate on the Class B-1 Certificates for any
Distribution Date shall be equal to the lesser of (i) ___% per annum
and (ii) the Weighted Average Net Asset Rate of the Assets.
(5) The Pass-Through Rate on the Class B-2 Certificates for any
Distribution Date shall be equal to the lesser of (a) ___% per annum.
(6) 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.
(7) 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.
(8) 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 $1,000 and integral multiples of $1 in excess thereof.
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 Amount 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 Distribution Amount for such Distribution Date, with
the Available Distribution Amount being allocated among the Class A
Subaccounts pro rata based on their respective Priority Interest
Distribution Amounts, and (B) second, the related Carryover Interest
Distribution Amount for such Distribution Date, if any, in each case
with the Available Distribution Amount being allocated among the Class
A Subaccounts pro rata based upon their respective Carryover Interest
Distribution Amounts;
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(ii) Second, to the Class M-1 Subaccount, (A) first, the related
Priority Interest Distribution Amount for such Distribution Date, and
(B) second, any related Carryover Interest Distribution Amount for such
Distribution Date;
(iii) Third, to the Class M-2 Subaccount, (A) first, the related
Priority Interest Distribution Amount for such Distribution Date, and
(B) second, any related Carryover Interest Distribution Amount for such
Distribution Date;
(iv) Fourth, to the Class B-1 Subaccount, (A) first, the related
Priority Interest Distribution Amount for such Distribution Date, and
(B) second, any related Carryover Interest Distribution Amount for such
Distribution Date;
(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 Principal
Distribution Shortfall Carryover Amounts;
(vi) Sixth, concurrently, (a) to the Class A-1 Subaccount, the Class
A-2 Subaccount, the Class A-3 Subaccount and the Class A-4 Subaccount,
the Class A Principal Distribution Amount, 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; and
(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;
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 Class A Principal Distribution Amount will be
allocated among the Class A Subaccounts PRO RATA based upon their
respective Subaccount Principal Balances.
(vii) Seventh, to the Class M-1 Subaccount, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B)
second, any related Carryover Writedown Interest Distribution Amount
for such Distribution Date, (C) third, the related Principal
Distribution Shortfall Carryover Amount for the Class M-1 Subaccount,
if any, for such Distribution Date, and (D) fourth, the Class M-1
Principal Distribution Amount, in
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reduction of the Subaccount Principal Balance of such Class, until the
Class M-1 Certificate Principal Balance is reduced to zero;
(vii) Eighth, to the Class M-2 Subaccount, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B)
second, any related Carryover Writedown Interest Distribution Amount
for such Distribution Date, (C) third, the related Principal
Distribution Shortfall Carryover Amount for the Class M-2 Subaccount,
if any, for such Distribution Date, and (D) fourth, the Class M-2
Principal Distribution Amount, in reduction of the Subaccount Principal
Balance of such Class, until the Class M-2 Certificate Principal
Balance is reduced to zero;
(ix) Ninth, to the Class B-1 Subaccount, (A) first, any related Writedown
Interest Distribution Amount for such Distribution Date, (B) second,
any related Carryover Writedown Interest Distribution Amount for such
Distribution Date, (C) third, the related Principal Distribution
Shortfall Carryover Amount for the Class B-1 Subaccount, if any, for
such Distribution Date, and (D) fourth, the Class B-1 Principal
Distribution Amount, in reduction of the Subaccount Principal Balance
of such Class, until the Class B-1 Certificate Principal Balance is
reduced to zero;
(x) Tenth, to the Class B-2 Subaccount, (A) first, the related Priority
Interest Distribution Amount for such Distribution Date, and (B)
second, any related Carryover Interest Distribution Amount for such
Distribution Date;
(xi) Eleventh, to the Class B-2 Subaccount, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B)
second, any related Carryover Writedown Interest Distribution Amount
for such Distribution Date, (C) third, the related Principal
Distribution Shortfall Carryover Amount for the Class B-2 Subaccount,
if any, for such Distribution Date, and (D) fourth, the Class B-2
Principal Distribution Amount, in reduction of the Subaccount Principal
Balance of such Class, until the Class B-2 Certificate Principal
Balance is reduced to zero;
(xii) Twelfth, if Oakwood Acceptance Corporation 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;
(xiii) Thirteenth, to each Subaccount, (i) first, its Carryover
Non-Priority Interest Distribution Amount for such Distribution Date,
(ii) second, its Non-Priority Interest Distribution Amount for such
Distribution Date, and (iii) its remaining Subaccount Principal Balance
in each case with the Available Distribution Amount being allocated
among the Subaccounts pro rata based upon the total Excess Subaccount
Principal Balance remaining to be paid with respect to each Subaccount;
and
(xiv) Finally, any remainder to Holders of the Pooling REMIC Residual
Interest.
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(b) On each Distribution Date, after all Subaccount allocations have
been made as described in Section 5(a) above and Section 7 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 Amount being allocated among such
Classes pro rata based on their respective Interest Distribution
Amounts, and (B) second, the related Carryover Interest Distribution
Amount, if any, for such Distribution Date, in each case with the
Available Distribution Amount being allocated among the Classes of
Class A Certificates pro rata based on their respective Carryover
Interest Distribution Amounts;
(ii) Second, to the Class M-1 Certificates, (A) first, the related
Interest Distribution Amount for such Distribution Date, and (B)
second, any related Carryover Interest Distribution Amount for such
Distribution Date;
(iii) Third, to the Class M-2 Certificates, (A) first, the related
Interest Distribution Amount for such Distribution Date, and (B)
second, any related Carryover Interest Distribution Amount for such
Distribution Date;
(iv) Fourth, to the Class B-1 Certificates, (A) first, the related
Interest Distribution Amount for such Distribution Date, and (B)
second, any related Carryover Interest Distribution Amount for such
Distribution Date;
(v) Fifth, concurrently, to each Class of the 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 Principal
Distribution Shortfall Carryover Amounts;
(vi) Sixth, concurrently, (a) to the Class A-1 Certificates, the Class
A-2 Certificates, the Class A-3 Certificates and the Class A-4
Certificates, the Class A Percentage of the Class A Principal
Distribution Amount, 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; and
S-17
(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;
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 Class A Principal Distribution Amount will be
allocated among the Class A Certificates PRO RATA based upon their
respective Certificate Principal Balances.
(vii) Seventh, to the Class M-1 Certificates, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B)
second, any related Carryover Writedown Interest Distribution Amount
for such Distribution Date, (C) third, the related Principal
Distribution Shortfall Carryover Amount for the Class M-1 Certificates,
if any, for such Distribution Date, and (D) fourth, the Class M-1
Principal Distribution Amount, in reduction of the Certificate
Principal Balance of such Class, until it is reduced to zero;
(viii) Eighth, to the Class M-2 Certificates, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B)
second, any related Carryover Writedown Interest Distribution Amount
for such Distribution Date, (C) third, the related Principal
Distribution Shortfall Carryover Amount for the Class M-2 Certificates,
if any, for such Distribution Date, and (D) fourth, the Class M-2
Principal Distribution Amount, in reduction of the Certificate
Principal Balance of such Class, until it is reduced to zero;
(ix) Ninth, to the Class B-1 Certificates, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B)
second, any related Carryover Writedown Interest Distribution Amount
for such Distribution Date, (C) third, the related Principal
Distribution Shortfall Carryover Amount for the Class B-1 Certificates,
if any, for such Distribution Date, and (D) fourth, the Class B-1
Principal Distribution Amount, in reduction of the Certificate
Principal Balance of such Class, until it is reduced to zero;
(x) Tenth, to the Class B-2 Certificates, (A) first, the related
Interest Distribution Amount for such Distribution Date and (B) second,
any related Carryover Interest Distribution Amount for such Distribution
Date;
(xi) Eleventh, to the Class B-2 Certificates, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B)
second, any related Carryover Writedown Interest Distribution Amount
for such Distribution Date, (C) third, the related Principal
Distribution Shortfall Carryover Amount for the Class B-2 Certificates,
if any, for such Distribution Date, and (D) fourth, the Class B-2
Principal Distribution Amount, in reduction of the Certificate
Principal Balance of such Class, until it is reduced to zero;
(xii) Twelfth, to the Class X Certificates in the following sequential
order:
(A) the current Class X Strip Amount; and
S-18
(B) any Class X Carryover Strip Amount; and
(xiii) 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 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. LIMITED GUARANTEE.
------------------
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(a)
hereof, the Trustee shall, in accordance with the related Remittance Report and
in accordance with the terms of the Limited Guarantee, notify the
S-19
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 ____ 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 ___ Certificates and any such amounts received
by the Trustee which are not distributable to the Class ___ 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 Section 5 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 Subaccount, to be applied in reduction of
the Adjusted Subaccount Principal Balance of such Subaccount, until the
Adjusted Subaccount Principal Balance has been reduced to zero;
(b) Second, to the Class B-1 Subaccount, to be applied in reduction of
the Adjusted Subaccount Principal Balance of such Subaccount, until the
Adjusted Subaccount Principal Balance has been reduced to zero;
(c) Third, to the Class M-2 Subaccount, to be applied in reduction of
the Adjusted Subaccount Principal Balance of such Subaccount, until the
Adjusted Subaccount Principal Balance has been reduced to zero; and
(d) Finally, to the Class M-1 Subaccount, to be applied in reduction of
the Adjusted Subaccount Principal Balance of such Subaccount, until the
Adjusted Subaccount Principal Balance has been reduced to zero.
(e) Writedown Amounts allocated to the Class B-2, Class B-1, Class M-2
and Class M-1 Subaccounts pursuant to this Section 7 shall be allocated
to the Class B-2, Class B-1, Class M-2 and Class M-1 Certificates,
respectively, until the Adjusted Certificate Principal Balance of each
such Class has been reduced to zero.
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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
Distribution Amount for the Corresponding Subaccount) and the Carryover
Interest Distribution Amount, as well as any Writedown Interest
Distribution Amount and any Carryover Writedown Interest Distribution
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 Amount 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, the amount to be distributed to reduce
the Principal Distribution Shortfall Carryover Amount on each such
Class based upon the Available Distribution Amount 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) 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;]
(6) 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;
(7) the aggregate Interest Distribution Amount remaining unpaid, if
any, and the aggregate Carryover Interest Distribution Amount remaining
unpaid, if any, for each Class of Certificates (which will be equal to
the Priority Interest Distribution Amount and
S-21
Carryover Interest Distribution Amount remaining unpaid on the
Corresponding Subaccount), after giving effect to all distributions to
be made on such Distribution Date;
(8) the aggregate Writedown Interest Distribution Amount remaining
unpaid, if any, and the aggregate Carryover Writedown Interest
Distribution 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
(9) 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 the Underwriters (to the attention of the
person, if any, reported to the Trustee by the Underwriters) and to THE
BLOOMBERG (to the address and to the person, if any specified to the Trustee by
__________________). The Trustee shall not be obligated to mail any Remittance
Report to THE BLOOMBERG unless and until _______________ shall have notified the
Trustee in writing of the name and address to which such 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 Amount for
such Distribution Date exceed the sum of all amounts to be allocated and
distributed on such Distribution Date pursuant to clauses (i) through (xi) under
Section 5(b) hereof.
SECTION 10. MODIFICATIONS OF STANDARD TERMS.
---------------------------------
[INSERT IF NECESSARY]
S-22
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 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.
(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 the Servicer does not exercise 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 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
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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, 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. DETERMINATION OF ONE-MONTH LIBOR.
---------------------------------
(a) The Class A-1 Certificates will be entitled to receive on each
Distribution Date interest distributions at the Pass-Through Rate for such Class
as specified in Section 3 hereof.
(b) With respect to the Class A-1 Certificates, One-Month LIBOR shall
be determined as follows:
On each Floating Rate Determination Date, the Servicer will determine
the arithmetic mean of the London Interbank Offered Rate ("LIBOR")
quotations for one-month Eurodollar deposits ("One-Month LIBOR") for
the succeeding Interest Accrual Period for the Class A-1 Certificates
on the basis of the Reference Banks' offered LIBOR quotations provided
to the Servicer as of 11:00 a.m. (London time) on such Floating Rate
Determination Date. As used herein with respect to a Floating Rate
Determination Date, "Reference Banks" means leading banks engaged in
transactions in Eurodollar deposits in the international Eurocurrency
market (i) with an established place of business in London, (ii) whose
quotations appear on the Bloomberg Screen US0001M Index Page on the
Floating Rate Determination Date in question and (iii) which have been
designated as such by the Servicer and are able and willing to provide
such quotations to the Servicer on each Floating Rate Determination
Date; and "Bloomberg Screen US0001M Index Page" means the display
designated as page "US0001M on the Bloomberg Financial Markets
Commodities News (or such other pages as may replace such page on that
service for the purpose of displaying
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LIBOR quotations of major banks). If any Reference Bank should be
removed from the Bloomberg Screen US0001M Index Page or in any other
way fails to meet the qualifications of a Reference Bank, the Servicer
may, in its sole discretion, designate an alternative Reference Bank.
On each Floating Rate Determination Date, One-Month LIBOR for the next
succeeding Interest Accrual Period for the Class A-1 Certificates will
be established by the Servicer as follows:
(i) If, on any Floating Rate Determination Date, two or more of the
Reference Banks provide offered One-Month LIBOR quotations on the
Bloomberg Screen US0001M Index Page, One-Month LIBOR for the next
Accrual Period for the Class A-1 Certificates will be the arithmetic
mean of such offered quotations (rounding such arithmetic mean if
necessary to the nearest five decimal places).
(ii) If, on any Floating Rate Determination Date, only one or none of
the Reference Banks provides such offered One-Month LIBOR quotations
for the next applicable Interest Accrual Period, One-Month LIBOR for
the next Accrual Period for the Class A-1 Certificates will be the
higher of (x) One-Month LIBOR as determined on the previous Floating
Rate Determination Date and (y) the Reserve Interest Rate. The "Reserve
Interest Rate" will be the rate per annum that the Servicer determines
to be either (A) the arithmetic mean (rounding such arithmetic mean if
necessary to the nearest five decimal places) of the one-month
Eurodollar lending rate that New York City banks selected by the
Servicer are quoting, on the relevant Floating Rate Determination Date,
to the principal London offices of at least two leading banks in the
London interbank market or (B) in the event that the Servicer can
determine no such arithmetic mean, the lowest one-month Eurodollar
lending rate that the New York City banks selected by the Servicer are
quoting on such Floating Rate Determination Date to leading European
banks.
(iii) If, on any Floating Rate Determination Date, the Servicer is
required but is unable to determine the Reserve Interest Rate in the
manner provided in paragraph (ii) above, One-Month LIBOR for the next
applicable Interest Accrual Period will be One-Month LIBOR as
determined on the previous Floating Rate Determination Date.
Notwithstanding the foregoing, One-Month LIBOR for an Interest Accrual
Period shall not be based on One-Month LIBOR for the previous Interest Accrual
Period on the Class A-1 Certificates for two consecutive Floating Rate
Determination Dates. If, under the priorities described above, One-Month LIBOR
for an Interest Accrual Period on the Class A-1 Certificates would be based on
One-Month LIBOR for the previous Floating Rate Determination Date for the second
consecutive Floating Rate Determination Date, the Servicer shall select an
alternative index (over which the Servicer has no control) used for determining
one-month Eurodollar lending rates that is calculated and published (or
otherwise made available) by an independent third party.
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The establishment of One-Month LIBOR (or an alternative index) by the
Servicer and the Servicer's subsequent calculation of the Pass-Through Rate on
the Class A-1 Certificates for the relevant Interest Accrual Period, in the
absence of manifest error, will be final and binding.]
SECTION 15. 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 16. 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 17. 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 18. 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:
----------------------------
Name:
Title:
OAKWOOD ACCEPTANCE CORPORATION
By:
----------------------------
Name:
Title:
[--------------------------],
AS TRUSTEE
By:
----------------------------
Name:
Title:
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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 M-1 Form of Class M-1 Certificate
EXHIBIT M-2 Form of Class M-2 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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