Exhibit 4.1
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OAKWOOD MORTGAGE INVESTORS, INC.,
OAKWOOD ACCEPTANCE CORPORATION, LLC
AND
JPMORGAN CHASE BANK,
TRUSTEE
__________
SERIES 2002-C POOLING AND SERVICING AGREEMENT
Dated as of August 1, 2002
__________
OAKWOOD MORTGAGE INVESTORS, INC.
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 2002-C
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Table of Contents
Page
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SECTION 1. STANDARD TERMS .................................................................. 2
SECTION 2. DEFINED TERMS ................................................................... 3
SECTION 3. CERTIFICATES, SUBACCOUNTS AND SUBSIDIARY INTERESTS .............................. 18
SECTION 4. DENOMINATIONS ................................................................... 21
SECTION 5. DISTRIBUTIONS ................................................................... 22
SECTION 6. ESTABLISHMENT OF CERTIFICATEHOLDERS' INTEREST CARRYOVER ACCOUNT ................. 29
SECTION 7. SERVICING TRANSITION ACCOUNT .................................................... 29
SECTION 8. ALLOCATION OF WRITEDOWN AMOUNTS ................................................. 30
SECTION 9. PRE-FUNDING ACCOUNT ............................................................. 31
SECTION 10. CAPITALIZED INTEREST ACCOUNT .................................................... 32
SECTION 11. REMITTANCE REPORTS .............................................................. 33
SECTION 12. LIMITED RIGHT OF SERVICER TO RETAIN SERVICING FEES FROM COLLECTIONS ............. 35
SECTION 13. REMIC ADMINISTRATION ............................................................ 35
SECTION 14. OPTIONAL TERMINATION AND AUCTION CALL ........................................... 36
SECTION 15. CONCERNING THE CONTRACT OF INSURANCE HOLDER ..................................... 36
SECTION 16. VOTING RIGHTS ................................................................... 38
SECTION 17. TRUSTEE CERTIFICATION ........................................................... 39
SECTION 18. AMENDMENTS TO THE STANDARD TERMS ................................................ 39
SECTION 19. GOVERNING LAW ................................................................... 43
SECTION 20. FORMS OF CERTIFICATES ........................................................... 43
SECTION 21. COUNTERPARTS .................................................................... 43
SECTION 22. ENTIRE AGREEMENT ................................................................ 43
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THIS SERIES 2002-C POOLING AND SERVICING AGREEMENT, dated as of August
1, 2002, is made with respect to the formation of OMI Trust 2002-C (the "Trust")
among OAKWOOD MORTGAGE INVESTORS, INC., a Nevada corporation ("OMI"), OAKWOOD
ACCEPTANCE CORPORATION, LLC, a Delaware limited liability company ("OAC" and, in
its capacity as servicer, the "Servicer"), and JPMORGAN CHASE BANK, a New York
banking corporation, as trustee (the "Trustee"), under this Agreement and the
Standard Terms to Pooling and Servicing Agreement, September 2001 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 $208,550,000 without regard to the notional principal balance of the
Class A-IO Certificates (defined below), to be known as the Senior/Subordinated
Pass-Through Certificates, Series 2002-C (the "Certificates"). The Certificates
consist of eight 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 (except the
Pre-Funding Account, the Capitalized Interest Account, the Certificateholders'
Interest Carryover Account, the Servicing Transition Account, and the
Certificate Account), as three real estate mortgage investment conduits (each, a
"REMIC" and, individually, the "Pooling REMIC," the "Intermediate 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 and Schedule II hereto. The Intermediate REMIC will
consist of the uncertificated Subsidiary Interests designated as provided
herein. 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
this 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 the following to make distributions on the Certificates as specified herein
(collectively referred to herein as the "Trust Estate"):
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(a) the Contracts listed in Schedule IA and Schedule IIA hereto and
the Mortgage Loans (together with the Contracts, the "Assets") listed in
Schedule IB and Schedule IIB hereto, (Schedule IA and Schedule IB shall be
collectively referred to herein as "Schedule I", and Schedule IIA and Schedule
IIB shall be collectively referred to herein as "Schedule II"), including the
Subsequent Assets transferred to the trust from time to time, 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 the respective sellers on or prior to the applicable Cut-off
Date, and Principal Prepayments, Net Insurance Proceeds, Net Liquidation
Proceeds, Repurchase Prices and other unscheduled collections received on the
Assets on and after the 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
Pre-Funding Account, to the assets on deposit in the Capitalized Interest
Account, the Certificateholders' Interest Carryover Account, the Servicing
Transition Account, the Certificate Account or the Distribution Account for the
Certificates and all proceeds thereof, whether in the form of cash, instruments,
securities or other properties;
(d) any and all rights, privileges and benefits accruing to OMI under
the Sales Agreement and the Servicer's Representations Agreement with respect to
the Assets (provided that OMI shall retain its rights to indemnification from
the Seller under such Sales Agreement and the Servicer's Representations
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).
The Trustee acknowledges the foregoing, accepts the trusts hereunder in
accordance with the provisions hereof and the Standard Terms and agrees to
perform the duties herein or therein required to the best of its ability to the
end that the interests of the Holders of the Certificates may be adequately and
effectively protected.
Section 1. Standard Terms.
OMI, the Servicer and the Trustee acknowledge that the Standard Terms
prescribe certain obligations of OMI, the Servicer and the Trustee with respect
to the Certificates. OMI, the Servicer and the Trustee agree to observe and
perform such prescribed duties, responsibilities
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and obligations, and acknowledge that, except to the extent inconsistent with
the provisions of this Pooling and Servicing Agreement, the Standard Terms are
and shall be a part of this Pooling and Servicing Agreement to the same extent
as if set forth herein in full.
Section 2. Defined Terms.
With respect to the Certificates and in addition to or in replacement
for the definitions set forth in Section 1.01 of the Standard Terms, the
following definitions shall be assigned to the defined terms set forth below:
"Accelerated Principal Distribution Amount": With respect to any
Distribution Date, the positive difference, if any, between the Target
Overcollateralization Amount and the Current Overcollateralization Amount.
"Accrual Date": The Accrual Date shall be August 1, 2002.
"Adjusted Certificate Principal Balance": With respect to each Class of
Subordinated Certificates on any date of determination, its Certificate
Principal Balance immediately following the most recently preceding Distribution
Date reduced by all Writedown Amounts allocated to such Class on such
Distribution Date and all prior Distribution Dates.
"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 and all prior
Distribution Dates.
"Adjusted Weighted Average Net Asset Rate": For any Distribution Date,
a fraction expressed as a percentage, (a) the numerator of which is the sum of
(i) the Weighted Average Net Asset Rate multiplied by the Subsidiary Interest
Principal Balance of the Class S-1 Interest and (ii) the Weighted Average Net
Asset Rate multiplied by the aggregate Subsidiary Interest Principal Balance of
the Class S-2 Interests, less (iii) (A) 6.00% (six hundred basis points)
multiplied by the sum of the Subsidiary Interest Principal Balance of the
(1) Class S-2(1) Interest through and including the November 2002 Distribution Date,
(2) Class S-2(2) Interest through and including the February 2003 Distribution Date,
(3) Class S-2(3) Interest through and including the May 2003 Distribution Date,
(4) Class S-2(4) Interest through and including the August 2003 Distribution Date,
(5) Class S-2(5) Interest through and including the November 2003 Distribution Date,
(6) Class S-2(6) Interest through and including the February 2004 Distribution Date,
(7) Class S-2(7) Interest through and including the May 2004 Distribution Date,
(8) Class S-2(8) Interest through and including the August 2004 Distribution Date,
(9) Class S-2(9) Interest through and including the November 2004 Distribution Date,
(10) Class S-2(10) Interest through and including the February 2005 Distribution Date,
(11) Class S-2(11) Interest through and including the May 2005 Distribution Date,
(12) Class S-2(12) Interest through and including the August 2005 Distribution Date,
(13) Class S-2(13) Interest through and including the November 2005 Distribution Date,
(14) Class S-2(14) Interest through and including the February 2006 Distribution Date,
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(15) Class S-2(15) Interest through and including the May 2006 Distribution Date,
(16) Class S-2(16) Interest through and including the August 2006 Distribution Date,
(17) Class S-2(17) Interest through and including the November 2006 Distribution Date,
(18) Class S-2(18) Interest through and including the February 2007 Distribution Date,
(19) Class S-2(19) Interest through and including the May 2007 Distribution Date,
(20) Class S-2(20) Interest through and including the August 2007 Distribution Date,
(21) Class S-2(21) Interest through and including the November 2007 Distribution Date,
(22) Class S-2(22) Interest through and including the February 2008 Distribution Date,
(23) Class S-2(23) Interest through and including the May 2008 Distribution Date,
(24) Class S-2(24) Interest through and including the August 2008 Distribution Date,
(25) Class S-2(25) Interest through and including the November 2008 Distribution Date,
(26) Class S-2(26) Interest through and including the February 2009 Distribution Date,
(27) Class S-2(27) Interest through and including the May 2009 Distribution Date,
(28) Class S-2(28) Interest through and including the August 2009 Distribution Date,
(29) Class S-2(29) Interest through and including the November 2009 Distribution Date,
(30) Class S-2(30) Interest through and including the February 2010 Distribution Date,
(31) Class S-2(31) Interest through and including the May 2010 Distribution Date,
and
(32) Class S-2(32) Interest through and including the August 2010 Distribution Date,
and (B) 0% after the August 2010 Distribution Date, and (b) the denominator of
which is the sum of the Subsidiary Interest Principal Balances of the Class S-1
and Class S-2 Interests.
"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
Mortgaged Property has been repossessed or foreclosed upon but not yet disposed
of, but exclusive of the Pooled Certificates) as to which a Monthly Payment
thereon is delinquent 60 days or more as of the end of the related Prepayment
Period, and the denominator of which is the Pool Scheduled Principal Balance for
such Distribution Date. For purposes of this definition only, the Pool Scheduled
Principal Balance shall be calculated as of the close of the related Collection
Period.
"Book-Entry Certificates": The Class A, Class M and Class B
Certificates.
"Call Option Date": Any Distribution Date occurring on or after the
Distribution Date on or after the later of (a) the Distribution Date on which,
after taking into account distributions of principal to be made on such
Distribution Date, the aggregate Certificate Principal Balance of the
Certificates is less than 10% of the sum of the initial aggregate Certificate
Principal Balance of the Certificates and (b) August 2010.
"Capitalized Interest Amount": $361,000, as adjusted from time to time
pursuant to Section 10 hereof.
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"Capitalized Interest Account": The account so designated and
established pursuant to Section 10 hereof, which shall not be an asset of any of
the Pooling REMIC, the Intermediate REMIC or the Issuing REMIC.
"Capitalized Interest Account Distribution Date": Any or all, as
appropriate, of the Distribution Dates occurring during the Pre-Funding Period
and on the Distribution Date immediately following the Pre-Funding Period.
"Capitalized Interest Account Withdrawal Amount": On each Capitalized
Interest Account Distribution Date, the lesser of (i) the then-remaining
Capitalized Interest Amount, and (ii) the positive difference, if any, between
(x) the amount necessary to make all distributions required under Section
5(b)(i)-(v) herein, and (y) the Available Distribution Amount for such
Distribution Date (calculated without reference to the Capitalized Interest
Account Withdrawal Amount for purposes hereof).
"Carryover Interest Distribution Amount": For each Distribution Date
and with respect to each Class of Certificates, except the Class X Certificates
and the Residual Certificates, all amounts that were distributable on the
previous Distribution Date, but were not distributed, as (a) Interest
Distribution Amounts and (b) unpaid Interest Distribution Amounts from previous
Distribution Dates with interest thereon at the related Pass-Through Rate. For
each Distribution Date and with respect to each Subaccount, all amounts that
were allocable on the previous Distribution Date, but were not allocated, as (a)
Priority Interest Distribution Amounts and (b) unpaid Priority Interest
Distribution Amounts from previous Distribution Dates with interest thereon at
the related Pass-Through Rate in effect for the Corresponding Certificates with
respect to such Subaccount. With respect to each Class of Subsidiary Interests
on each Distribution Date, all amounts that were allocable to such Subsidiary
Interests as Interest Distribution Amounts on the previous Distribution Date but
not previously distributed, together with interest accrued on any such amount at
the Weighted Average Net Asset Rate.
"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 Class of Subordinated Certificates (other than
the Class X and Class R Certificates) or Subaccounts, all amounts that were
distributable, but were not distributed, as (a) Writedown Interest Distribution
Amounts and (b) unpaid Writedown Interest Distribution Amounts from previous
Distribution Dates with interest accrued thereon at the related Pass-Through
Rate.
"Certificateholders' Interest Carryover Account": The account
maintained pursuant to Section 6 hereof, which shall not be an asset of any of
the Pooling REMIC, the Intermediate REMIC or the Issuing REMIC.
"Claims Administrator": The Servicer, or any successor thereof.
"Class A Certificates": The Class A-1 and Class A-IO Certificates.
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"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-1
Certificates immediately prior to such Distribution Date and the denominator of
which is the aggregate Certificate Principal Balances for all Classes of
Certificates (other than the Class A-IO Certificates), as reduced by all
Writedown Amounts, 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 Class A Percentage of the Principal Distribution
Amount, subject to increase as described in the last sentence of the definition
of "Class B-2 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 and
Class A-IO Subaccounts.
"Class A-IO Notional Principal Balance": For any Distribution Date, an
amount equal to (a) through and including the Distribution Date in August 2010,
the lesser of (i) the Class A-IO Scheduled Notional Principal Balance and (ii)
the Pool Scheduled Principal Balance, and (b) thereafter, zero.
"Class A-IO Scheduled Notional Principal Balance": For any Distribution
Date, the Class A-IO Notional Principal Balance as reflected on the Class A-IO
Scheduled Notional Principal Balance Schedule.
"Class A-IO Scheduled Notional Principal Balance Schedule": Schedule
III annexed hereto.
"Class B Certificates": The Class B-1 Certificates and Class B-2
Certificates.
"Class B Subaccounts": Any or all, as appropriate, of the Class B-1 or
Class B-2 Subaccounts.
"Class B-1 Certificateholders' Interest Carryover Amount": For the
Class B-1 Certificates on any Distribution Date and to the extent of available
Class X Strip Amounts and Class X Carryover Strip Amounts, the sum of (i) if on
that Distribution Date the Pass-Through Rate for such Class of Certificates is
based upon the Adjusted Weighted Average Net Asset Rate, the positive difference
of (A) the amount of interest on the sum of the Interest Computational
Components that the Class B-1 Certificates would be entitled to receive on such
Distribution Date had interest been calculated at a rate equal to 8.50% per
annum, over (B) the amount of interest on the sum of the Interest Computational
Components that the Class B-1 Certificates will receive on such Distribution
Date at the Adjusted Weighted Average Net Asset Rate, plus (ii) the unpaid
portion of any such excess from prior Distribution Dates (and interest thereon
at the Pass-Through Rate for the Class B-1 Certificates, without giving effect
to the cap of the Adjusted
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Weighted Average Net Asset Rate). No Class B-1 Certificateholders' Interest
Carryover Amount shall be paid after the Class Principal Balance of the Class
B-1 Certificates is reduced to zero.
"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 aggregate Certificate Principal Balance for all Classes of
Certificates (other than the Class A-IO Certificates), as reduced by all
Writedown Amounts, 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
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 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 M-1 Certificate Principal Balance and the Class M-2
Certificate Principal Balance each have been reduced to zero, the Principal
Distribution Amount, or (iv) on any other Distribution Date, the Class B-1
Percentage of the Principal Distribution Amount (subject to increase as
described in sections (b) and (c) of the definition of "Class B-2 Principal
Distribution Amount") and the Class B-2 Percentage of the Principal Distribution
Amount (subject to decrease as described in sections (b) and (c) of the
definition of "Class B-2 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 Certificateholders' Interest Carryover Amount": For the
Class B-2 Certificates on any Distribution Date and to the extent of available
Class X Strip Amounts and Class X Carryover Strip Amounts, the sum of (i) if on
that Distribution Date the Pass-Through Rate for such Class of Certificates is
based upon the Adjusted Weighted Average Net Asset Rate, the positive difference
of (A) the amount of interest on the sum of the Interest Computational
Components that the Class B-2 Certificates would be entitled to receive on such
Distribution Date had interest been calculated at a rate equal to 9.49% per
annum, over (B) the amount of interest on the sum of the Interest Computational
Components that the Class B-2 Certificates will receive on such Distribution
Date at the Adjusted Weighted Average Net Asset Rate, plus (ii) the unpaid
portion of any such excess from prior Distribution Dates (and interest thereon
at the Pass-Through Rate for the Class B-2 Certificates, without giving effect
to the cap of the Adjusted Weighted Average Net Asset Rate). No Class B-2
Certificateholders' Interest Carryover Amount shall be paid after the Class
Principal Balance of the Class B-2 Certificates is reduced to zero.
"Class B-2 Floor Amount": With respect to any Distribution Date, either
(a) 1.00% of the Pool Scheduled Principal Balance as of the Cut-off Date, if the
Class A-1 Certificate Principal Balance, the Class M-1 Certificate Principal
Balance, the Class M-2 Certificate
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Principal Balance and the Class B-1 Certificate Principal Balance have not been
reduced to zero prior to such Distribution Date, and (b) zero, if the Class A-1
Certificate Principal Balance, the Class M-2 Certificate Principal Balance and
the Class B-1 Certificate Principal Balance have been reduced to zero prior to
such Distribution Date.
"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 aggregate Certificate
Principal Balance for all Classes of Certificates (other than the Class A-IO
Certificates), as reduced by all Writedown Amounts, immediately prior to such
Distribution Date.
"Class B-2 Principal Distribution Amount":
(a) For any Distribution Date will equal (i) as long as the Class A-1
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 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 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 Cross-over Date, 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 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, (iv) on any
Distribution Date as to which the Class B-1 Certificate Principal Balance has
not been reduced to zero, zero, or (v) 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.
(b) If the Class A-1 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 on or
before a Distribution Date, then amounts otherwise allocable as Class B-2
Principal Distribution Amounts shall be allocated first to the Class B-1
Principal Distribution Amount, then to the Class M-2 Principal Distribution
Amount, then to the Class M-1 Principal Distribution Amount, then to the Class A
Principal Distribution Amount, and finally to the Class B-2 Principal
Distribution Amount, to the extent that allocation of such amounts to the Class
B-2 Principal Distribution Amount would reduce the Class B-2 Certificate
Principal Balance below the Class B-2 Floor Amount.
(c) If the Class A-1 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 on or
before a Distribution Date, then the amounts otherwise allocable to the Class
B-2 Principal Distribution Amount shall be allocated first to the Class B-1
Principal Distribution Amount, next to the Class M-2 Principal Distribution
Amount,
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next to the Class M-1 Principal Distribution Amount, next to the Class A
Principal Distribution Amount, and finally to the Class B-2 Principal
Distribution Amount, to the extent that allocation of these amounts to the Class
B-2 Principal Distribution Amount would reduce the sum of the Class B-2
Certificate Principal Balance and the Current Overcollateralization Amount below
the Total Floor Amount.
"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
aggregate Certificate Principal Balance for all Classes of Certificates (other
than the Class A-IO Certificates), as reduced by all Writedown Amounts,
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 has 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 has 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 has been reduced to
zero, the Principal Distribution Amount, or (iv) on any other Distribution Date,
the Class M-1 Percentage of the Principal Distribution Amount, in any case
subject to increase as described in sections (b) and (c) of the definition of
"Class B-2 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 Certificateholders' Interest Carryover Amount": For the
Class M-2 Certificates on any Distribution Date and to the extent of available
Class X Strip Amounts and Class X Carryover Strip Amounts, the sum of (i) if on
that Distribution Date the Pass-Through Rate for such Class of Certificates is
based upon the Adjusted Weighted Average Net Asset Rate, the positive difference
of (A) the amount of interest on the sum of the Interest Computational
Components that the Class M-2 Certificates would be entitled to receive on such
Distribution Date had interest been calculated at a rate equal to 8.18% per
annum, over (B) the amount of interest on the sum of the Interest Computational
Components that the Class M-2 Certificates will receive on such Distribution
Date at the Adjusted Weighted Average Net Asset Rate, plus (ii) the unpaid
portion of any such excess from prior Distribution Dates (and interest thereon
at the Pass-Through Rate for the Class M-2 Certificates, without giving effect
to the cap of the Adjusted Weighted Average Net Asset Rate). No Class M-2
Certificateholders' Interest Carryover Amount shall be paid after the Class
Principal Balance of the Class M-2 Certificates is reduced to zero.
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"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
aggregate Certificate Principal Balance for all Classes of Certificates (other
than the Class A-IO Certificates), as reduced by all Writedown Amounts,
immediately prior to such Distribution Date.
"Class M-2 Principal Distribution Amount": For any Distribution Date
will equal (i) as long as the Class A-1 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 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-1 Certificate Principal Balance
and the Class M-1 Certificate Principal Balance each have been reduced to zero,
the Principal Distribution Amount, or (iv) on any other Distribution Date, the
Class M-2 Percentage of the Principal Distribution Amount, in any case subject
to increase as described in sections (b) and (c) of the definition of "Class B-2
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 each of the Pooling REMIC Residual Interest, the
Intermediate REMIC Residual Interest and the Issuing REMIC Residual Interest.
"Class R-1 Certificates": Following the division of the Class R
Certificates into three separately transferable, certificated and fully
registered certificates in accordance with Section 13(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 three separately transferable, certificated and fully
registered certificates in accordance with Section 13(b) hereof, the Class R-2
Certificates, which will represent the Intermediate REMIC Residual Interest.
"Class R-3 Certificates": Following the division of the Class R
Certificates into three separately transferable, certificated and fully
registered certificates in accordance with Section 13(b) hereof, the Class R-3
Certificates, which will represent the Pooling REMIC Residual Interest.
"Class S-1 Interest," "Class S-2(1) Interest," "Class S-2(2) Interest,"
"Class S-2(3) Interest," "Class S-2(4) Interest," "Class S-2(5) Interest,"
"Class S-2(6) Interest," "Class S-2(7) Interest," "Class S-2(8) Interest,"
"Class S-2(9) Interest," "Class S-2(10) Interest," "Class S-2(11) Interest,"
"Class S-2(12) Interest," "Class S-2(13) Interest," "Class S-2(14) Interest,"
"Class S-2(15) Interest," "Class S-2(16) Interest," "Class S-2(17) Interest,"
"Class S-2(18) Interest," "Class S-2(19) Interest," "Class S-2(20) Interest,"
"Class S-2(21) Interest," "Class S-
10
2(22) Interest," "Class S-2(23) Interest," "Class S-2(24) Interest," "Class
S-2(25) Interest," "Class S-2(26) Interest," "Class S-2(27) Interest," "Class
S-2(28) Interest," "Class S-2(29) Interest," "Class S-2(30) Interest," "Class
S-2(31) Interest" or "Class S-2(32) Interest": means, respectively, a regular
interest in the Pooling REMIC which is held as an asset of the Intermediate
REMIC, is entitled to monthly distributions as provided in Section 3 hereof, and
has the Subsidiary Interest Principal Balance and bears interest at the
Pass-Through Rate specified in Section 3 hereof.
"Class S-2 Interest": Any of the Class S-2(1) Interest, Class S-2(2)
Interest, Class S-2(3) Interest, Class S-2(4) Interest, Class S-2(5) Interest,
Class S-2(6) Interest, Class S-2(7) Interest, Class S-2(8) Interest, Class
S-2(9) Interest, Class S-2(10) Interest, Class S-2(11) Interest, Class S-2(12)
Interest, Class S-2(13) Interest, Class S-2(14) Interest, Class S-2(15)
Interest, Class S-2(16) Interest, Class S-2(17) Interest, Class S-2(18)
Interest, Class S-2(19) Interest, Class S-2(20) Interest, Class S-2(21)
Interest, Class S-2(22) Interest, Class S-2(23) Interest, Class S-2(24)
Interest, Class S-2(25) Interest, Class S-2(26) Interest, Class S-2(27)
Interest, Class S-2(28) Interest, Class S-2(29) Interest, Class S-2(30)
Interest, Class S-2(31) Interest or Class S-2(32) 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 (other than the
Class A-IO), Class M and Class B Subaccounts, at a rate equal to the positive
difference, if any, between (i) the Adjusted Weighted Average Net Asset Rate and
(ii) the weighted average of the Pass-Through Rates on the Class A (other than
the Class A-IO), Class M and Class B Subaccounts. Solely for the purposes of
those calculations, the Pass-Through Rates on the Class A (other than the Class
A-IO), Class M and Class B Subaccounts shall be the Pass-Through Rates on the
respective Corresponding Certificates.
"Closing Date": August 30, 2002.
"Contract of Insurance Holder": JPMorgan Chase Bank, a New York banking
corporation, or any successor appointed as herein provided. Notices to the
Contract of Insurance Holder shall be sent to JPMorgan Chase Bank, ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: OMI Trust 2002-C, or its successor
in interest.
"Corporate Trust Office": The address set forth hereinbelow under
"Trustee."
"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.
11
"Cross-over Date": The later to occur of (a) the Distribution Date
occurring in March 2007 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 Current Overcollateralization
Amount, for such Distribution Date and the denominator of which is the Pool
Scheduled Principal Balance on such Distribution Date, equals or exceeds 1.90
times the percentage equivalent of a fraction (which shall not be greater than
1) the numerator of which is the sum of the initial aggregate Adjusted
Certificate Principal Balance of the Subordinated Certificates and the Current
Overcollateralization Amount as of August 1, 2002 and the denominator of which
is the Pool Scheduled Principal Balance as of August 1, 2002.
"Cumulative Realized Losses": With respect to any Distribution Date,
the aggregate Realized Losses incurred on the Assets during the period from
August 1, 2002 through the end of the related Prepayment Period.
"Current Overcollateralization Amount": As of any Distribution Date,
the positive difference, if any, between the Pool Scheduled Principal Balance
and the Certificate Principal Balance of all then outstanding Classes of
Certificates (other than the Class A-IO Certificates).
"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 in respect of the Assets 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": With respect to the Initial Assets, August 1, 2002, and
with respect to the Subsequent Assets, the date such subsequent assets are
transferred to the Trust.
"Distribution Date": The first Business Day occurring on or after the
15th of each month, commencing in September 2002.
"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.
"ERISA Restricted Certificates": The Class B-1, Class B-2, Class X and
Class R Certificates.
"Initial Assets": The Assets identified on Schedule I hereto.
"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 Accrual Period": With respect to each Distribution Date, the
calendar month preceding the month in which the Distribution Date occurs.
Interest on Certificates will be computed on the basis of a 360-day year
consisting of twelve 30-day months.
12
"Interest Computational Components": For each Distribution Date and
with respect to each Class of Certificates (i) the Certificate Principal
Balance, if any, (ii) the unpaid Interest Distribution Amount and Carryover
Interest Distribution Amount from the prior Distribution Date, if any, (iii) the
Writedown Amount, if any, and (iv) the Carryover Writedown Interest Distribution
Amount, if any.
"Interest Deficiency Amount": With respect to the Class M Certificates
or the Class B Certificates and any Distribution Date, the sum of any of the
Interest Distribution Amount, Carryover Interest Distribution Amount, Writedown
Interest Distribution Amount and Carryover Writedown Interest Distribution
Amount for such Class that would remain unpaid after application of the
Available Distribution Amount in accordance with Section 5 hereof.
"Interest Deficiency Withdrawal": With respect to any Distribution Date
and the:
(i) Class M-1 Certificates, the least of (A) the applicable Interest
Deficiency Amount, (B) the positive difference, if any, between $383,170.13
(three months of interest coverage) and the sum of all previous Interest
Deficiency Withdrawals made with respect to the Class M-1 Certificates and (C)
the amount remaining on deposit in the Certificate Account as of the fourth
Business Day prior to that Distribution Date after excluding the Remittance
Amount;
(ii) Class M-2 Certificates, the least of (A) the applicable Interest
Deficiency Amount, (B) the positive difference, if any, between $329,817.60
(three months of interest coverage) and the sum of all previous Interest
Deficiency Withdrawals made with respect to the Class M-2 Certificates and (C)
the amount remaining on deposit in the Certificate Account as of the fourth
Business Day prior to that Distribution Date after excluding the Remittance
Amount;
(iii) Class B-1 Certificates, the least of (A) the applicable Interest
Deficiency Amount, (B) the positive difference, if any, between $153,637.50
(three months of interest coverage) and the sum of all previous Interest
Deficiency Withdrawals made with respect to the Class B-1 Certificates and (C)
the amount remaining on deposit in the Certificate Account as of the fourth
Business Day prior to that Distribution Date after excluding the Remittance
Amount; and
(iv) Class B-2 Certificates, the least of (A) the applicable Interest
Deficiency Amount, (B) the positive difference, if any, between $549,747.79
(five months of interest coverage) and the sum of all previous Interest
Deficiency Withdrawals made with respect to the Class B-2 Certificates and (C)
the amount remaining on deposit in the Certificate Account as of the fourth
Business Day prior to that Distribution Date after excluding the Remittance
Amount.
"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 or
Class A-IO Notional Principal Balance, as applicable, of such Class or the
Subaccount Principal Balance or Subaccount Notional Balance, as applicable, of
such Subaccount, respectively, immediately prior to that Distribution Date, (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, and (iii) in the case of the Subsidiary
13
Interests, the related Subsidiary Interest Principal Balance immediately prior
to that Distribution Date.
"Intermediate REMIC": The Trust REMIC consisting of the Subsidiary
Interests.
"Intermediate REMIC Residual Interest": The residual interest (as
defined in Code section 860G(a)(2)) in the Intermediate REMIC.
"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.
"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.
"Overcollateralization Reduction Amount": With respect to each
Distribution Date, the positive difference, if any, between the Current
Overcollateralization Amount and the Target Overcollateralization Amount;
provided, however, that if on any Distribution Date the Principal Distribution
Tests are not satisfied, then the Overcollateralization Reduction Amount shall
equal zero.
"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(a)
hereof. With respect to any Subaccount on any Distribution Date, the per annum
rate for such Subaccount set forth in the table in Section 3(b) hereof. With
respect to any Subsidiary Interest on any Distribution Date, the per annum rate
for such Subsidiary Interest set forth in the table in Section 3(c) hereof.
"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.
"Pre-Funded Amount": $52,137,500, as reduced from time to time.
"Pre-Funding Account": The account so designated and established
pursuant to Section 9 hereof, which shall not be an asset of any of the Pooling
REMIC, the Intermediate REMIC or the Issuing REMIC.
14
"Pre-Funding Period": The period beginning on the Closing Date and
ending on the earlier of (i) November 14, 2002 or (ii) the date on which there
is $100,000 or less (exclusive of investment earnings) remaining in the
Pre-Funding Account.
"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. With respect to each
Distribution Date and each Class of Subsidiary Interests, 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
Subsidiary Interests.
"Principal Distribution Tests": With respect to each Distribution Date:
(a) the Average Sixty-Day Delinquency Ratio as of such Distribution Date does
not exceed 7.0%; (b) 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
March 2007 through August 2008 8.50%
September 2008 through August 2009 9.75%
September 2009 through February 2012 12.75%
March 2012 and after 14.50%;
and (c) the Current Realized Loss Ratio as of such Distribution Date does not
exceed 4.0%.
"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 B-2, Class X and Class R
Certificates.
"Qualified Bidders": Firms and institutions that are engaged in the
business of buying and selling manufactured housing paper.
"Rating Agency": Each of Standard & Poor's Ratings Services (55 ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇) and ▇▇▇▇▇'▇ Investors Service (99 ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇).
"Record Date": With respect to each Distribution Date, the last
Business Day of the month immediately preceding the month in which such
Distribution Date occurs.
15
"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 three separately transferable,
certificated and fully registered certificates in accordance with Section 13(b)
hereof, the Class R-1 Certificates, Class R-2 Certificates and Class R-3
Certificates.
"Seller": OMI Note Trust 2001-A, a Delaware business trust.
"Series Transactions": The transactions identified on Schedule IV
hereto.
"Servicer's Representations Agreement": The Servicer's Representations
Agreement, dated as of August 1, 2002, by and between OMI and OAC.
"Servicing Fee Rate": (a) As long as OAC is the Servicer, 1.00% per
annum, or (b) if any other Person is the Servicer, 1.50% per annum, or such
lesser amount as may be agreed to by such successor Servicer and the Trustee.
"Servicing Transition Account": The account so designated and
established pursuant to Section 7 hereof, which shall not be an asset of any of
the Pooling REMIC, the Intermediate REMIC or the Issuing REMIC.
"Subaccount": Each of the Class A-1, Class A-IO, Class M-1, Class M-2,
Class B-1 and Class B-2 Subaccounts described in Section 3 hereof.
"Subaccount Notional Balance": With respect to the Class A-IO
Subaccount, on any date of determination, an amount equal to the Class A-IO
Notional Principal Balance.
"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 Section 3 hereof, minus all amounts
allocated to such Subaccount in reduction of its Subaccount Principal Balance
pursuant to Sections 5(a) and 8 hereof.
"Subordinated Certificates": The Class M-1, Class M-2, Class B-1, Class
B-2, Class X and Residual Certificates.
"Subsequent Assets": The Assets identified on Schedule II hereto, if
any, as may be acquired from time to time following the Closing Date.
"Subsequent Transfer Date": The date on which Subsequent Assets are
transferred to the Trust pursuant to the Sales Agreement and Section 9 hereof.
"Subsidiary Interest Principal Balance": For any Distribution Date and
each Class of Subsidiary Interests, the amount identified as the Initial
Subsidiary Interest Principal Balance of such Class in Section 3 hereof, less
all amounts previously distributed to such Class pursuant to Section 5 hereof.
16
"Subsidiary Interest Writedown Amount": With respect to each
Distribution Date, the amount, if any, by which (i) the aggregate Subsidiary
Interest Principal Balance of all the Subsidiary Interests after all
distributions have been made on such Subsidiary Interests of such Distribution
Date pursuant to Sections 5(g)(i) and 5(g)(ii) hereof exceeds (ii) the Pool
Scheduled Principal Balance for the next Distribution Date.
"Subsidiary Interests": Each of the Class S-1 and Class S-2 Interests
described in Section 3 hereof.
"Target Overcollateralization Amount": With respect to (i) any
Distribution Date prior to the Cross-over Date, shall equal 9.25% of the Pool
Scheduled Principal Balance as of August 1, 2002, and (ii) for any other
Distribution Date, shall equal the lesser of (x) 9.25% of the Pool Scheduled
Principal Balance as of August 1, 2002, and (y) 16.1875% of the then current
Pool Scheduled Principal Balance; provided, however, that in no event shall the
Target Overcollateralization Amount be less than 1.00% of the Pool Scheduled
Principal Balance as of August 1, 2002.
"Total Floor Amount": With respect to any Distribution Date, either (a)
1.00% of the aggregate Pool Scheduled Principal Balance as of August 1, 2002, if
(x) the Class A-1 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 immediately prior to
such Distribution Date, and (y) the sum of the Current Overcollateralization
Amount and the Class B-2 Floor Amount is less than 1.00% of the Pool Scheduled
Principal Balance as of August 1, 2002 or (b) zero, in any other case.
"Trustee": JPMorgan Chase Bank, a New York banking corporation, 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇
10001/OMI Trust 2002-C (the "Corporate Trust Office"), or its successor in
interest.
"Trustee Fee": On each Distribution Date, the sum of (a) the product
obtained by multiplying one-twelfth of the Trustee Fee Rate by the aggregate
Pool Scheduled Principal Balance immediately prior to the preceding Collection
Period (without giving effect to any Principal Prepayments, Net Liquidation
Proceeds and Repurchase Prices received (or Realized Losses incurred) on the day
preceding the beginning of such Collection Period), and (b) the reasonable
out-of-pocket expenses of the Trustee, pursuant to Section 8.05 of the Standard
Terms.
"Trustee Fee Rate": 0.050% per annum.
"Trust REMIC": Each of the Pooling REMIC, the Intermediate REMIC and
the Issuing REMIC.
"Underwriter": Credit Suisse First Boston Corporation (whose address is
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 10010).
17
"Voting Rights": With respect to each Class of Certificates, the voting
rights set forth in Section 16 hereof.
"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 sum of
the Servicing Fee Rate and the Trustee 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 for the next Distribution Date.
"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, Subaccounts and Subsidiary Interests.
(a) The aggregate initial principal amount of Certificates that may
be executed and delivered under this Pooling and Servicing Agreement is limited
to $208,550,000, 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 eight Classes having the designations, initial
Certificate Principal Balances, Pass-Through Rates and Final Scheduled
Distribution Dates set forth or described below:
Initial Certificate Pass Through Final Scheduled
Designation Principal Balance Rate Distribution Dates(9)
----------- ----------------- ---- ------------------
A-1 $149,044,000 (1) November 2032
A-IO (2) (2) August 2010
M-1 $22,245,000 (3) November 2032
M-2 $16,128,000 (4) November 2032
B-1 $ 7,230,000 (5) June 2025
B-2 $13,903,000 (6) November 2032
X (7) (7) November 2032
R (8) (8) November 2032
(1) The Pass-Through Rate on the Class A-1 Certificates for any
Distribution Date shall be equal to the lesser of (i) 5.41% per annum and (ii)
the Adjusted Weighted Average Net Asset Rate.
(2) The Class A-IO Certificates are interest only certificates
that have no principal balance but are entitled to distributions of interest at
a Pass-Through Rate for any Distribution Date equal to 6.00% per annum on the
Class A-IO Notional Principal Balance.
18
(3) The Pass-Through Rate on the Class M-1 Certificates for any
Distribution Date shall be equal to the lesser of (i) 6.89% per annum and (ii)
the Adjusted Weighted Average Net Asset Rate.
(4) The Pass-Through Rate on the Class M-2 Certificates for any
Distribution Date shall be equal to the lesser of (i) 8.18% per annum and (ii)
the Adjusted Weighted Average Net Asset Rate.
(5) The Pass-Through Rate on the Class B-1 Certificates for any
Distribution Date shall be equal to the lesser of (i) 8.50% per annum and (ii)
the Adjusted Weighted Average Net Asset Rate.
(6) The Pass-Through Rate on the Class B-2 Certificates for any
Distribution Date shall be equal to the lesser of (i) 9.49% per annum and (ii)
the Adjusted Weighted Average Net Asset Rate.
(7) 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.
(8) The Class R Certificates shall have no Certificate
Principal Balance and no Pass-Through Rate, and shall represent the residual
interest in each of the Pooling REMIC, the Intermediate REMIC and the Issuing
REMIC. Following the division of the Class R Certificates into three separately
transferable, certificated and fully registered certificates in accordance with
Section 13(b) hereof, the Class R-1, Class R-2 and Class R-3 Certificates shall
have no Certificate Principal Balances and no Pass-Through Rates and shall
represent the residual interest in the Issuing REMIC, the Intermediate REMIC and
the Pooling REMIC, respectively.
(9) 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.
(b) The Subaccounts are being issued in six classes and are hereby
designated as constituting the "regular interests" in the Intermediate REMIC for
the purposes of Section 860G(a)(1) of the Code. The following terms of the
Subaccounts are irrevocably established as of the Closing Date:
Initial Subaccount Final Scheduled
Subaccount Pass-Through Rate Principal Balance Distribution Date
------------------- -------------------------------- --------------------------- ------------------------
Class A-1 Adjusted Weighted Average Net $149,044,000 November 2032
Asset Rate
Class A-IO 6.00% per annum through and (1) August 2010
including the Distribution
Date in August 2010 and 0%
thereafter
Class M-1 Adjusted Weighted Average Net 22,245,000 November 2032
Asset Rate
Class M-2 Adjusted Weighted Average Net 16,128,000 November 2032
Asset Rate
Class B-1 Adjusted Weighted Average Net 7,230,000 June 2025
Asset Rate
Class B-2 Adjusted Weighted Average Net 13,903,000 November 2032
Asset Rate
(1) The Class A-IO Subaccount has no Subaccount Principal
Balance and is entitled only to distributions of interest at a Pass-Through Rate
for any Distribution Date equal to 6.00% per annum on the Subaccount Notional
Balance.
For purposes of Treasury Regulation ss. 1.860G-1(a)(4), the latest
possible maturity date of each Class of Subaccounts shall be the Final Scheduled
Distribution Date.
19
(c) The Subsidiary Interests are being issued in 33 classes and are
hereby designated as constituting the "regular interests" in the Pooling REMIC
for the purposes of Section 860G(a)(1) of the Code. The following terms of the
Subsidiary Interests are irrevocably established as of the Closing Date:
Subsidiary Initial Subsidiary Interest Final Scheduled
Interest Pass-Through Rate Principal Balance Distribution Date
------------------- ----------------------------- ----------------------------------- ---------------------------
Class S-1 Weighted Average Net Asset $166,853,586 November 2032
Rate
Class S-2(1) Weighted Average Net Asset 1,100,000 November 2032
Rate
Class S-2(2) Weighted Average Net Asset 1,300,000 November 2032
Rate
Class S-2(3) Weighted Average Net Asset 1,300,000 November 2032
Rate
Class S-2(4) Weighted Average Net Asset 1,400,000 November 2032
Rate
Class S-2(5) Weighted Average Net Asset 1,500,000 November 2032
Rate
Class S-2(6) Weighted Average Net Asset 1,500,000 November 2032
Rate
Class S-2(7) Weighted Average Net Asset 1,500,000 November 2032
Rate
Class S-2(8) Weighted Average Net Asset 1,500,000 November 2032
Rate
Class S-2(9) Weighted Average Net Asset 1,500,000 November 2032
Rate
Class S-2(10) Weighted Average Net Asset 1,500,000 November 2032
Rate
Class S-2(11) Weighted Average Net Asset 1,400,000 November 2032
Rate
Class S-2(12) Weighted Average Net Asset 1,400,000 November 2032
Rate
Class S-2(13) Weighted Average Net Asset 1,300,000 November 2032
Rate
Class S-2(14) Weighted Average Net Asset 1,300,000 November 2032
Rate
Class S-2(15) Weighted Average Net Asset 1,200,000 November 2032
Rate
Class S-2(16) Weighted Average Net Asset 1,200,000 November 2032
Rate
Class S-2(17) Weighted Average Net Asset 1,200,000 November 2032
Rate
20
Subsidiary Initial Subsidiary Interest Final Scheduled
Interest Pass-Through Rate Principal Balance Distribution Date
------------------- ----------------------------- ----------------------------------- ---------------------------
Class S-2(18) Weighted Average Net Asset 1,100,000 November 2032
Rate
Class S-2(19) Weighted Average Net Asset 1,100,000 November 2032
Rate
Class S-2(20) Weighted Average Net Asset 1,100,000 November 2032
Rate
Class S-2(21) Weighted Average Net Asset 1,000,000 November 2032
Rate
Class S-2(22) Weighted Average Net Asset 1,000,000 November 2032
Rate
Class S-2(23) Weighted Average Net Asset 1,000,000 November 2032
Rate
Class S-2(24) Weighted Average Net Asset 900,000 November 2032
Rate
Class S-2(25) Weighted Average Net Asset 900,000 November 2032
Rate
Class S-2(26) Weighted Average Net Asset 900,000 November 2032
Rate
Class S-2(27) Weighted Average Net Asset 800,000 November 2032
Rate
Class S-2(28) Weighted Average Net Asset 800,000 November 2032
Rate
Class S-2(29) Weighted Average Net Asset 800,000 November 2032
Rate
Class S-2(30) Weighted Average Net Asset 800,000 November 2032
Rate
Class S-2(31) Weighted Average Net Asset 700,000 November 2032
Rate
Class S-2(32) Weighted Average Net Asset 19,600,000 November 2032
Rate
For purposes of Treasury Regulation (S) 1.860G-1(a)(4), the latest
possible maturity date of each Class of Subsidiary Interests 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.
21
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, after allocation of the Available
Distribution Amount to the Subsidiary Interests in accordance with Section 5(g)
hereof and, where applicable, to OAC, to the extent of the amount thereof
remaining after application pursuant to clauses (1) through (5) of Section 4.03
of the Standard Terms, the Trustee (or the Paying Agent on behalf of the
Trustee) shall withdraw all amounts allocated to the various Subsidiary
Interests and shall allocate such amounts to the various Subaccounts, in the
following manner and in the following order of priority as directed in writing
by the Servicer:
(i) First, to each Class A Subaccount, (A) first, its Priority
Interest Distribution Amount for such Distribution Date, in each case
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, plus interest
on such Carryover Interest Distribution Amount, in each case with the
Available Distribution Amount being allocated among the Class A
Subaccounts pro rata based on their respective Carryover Interest
Distribution Amounts, each at the related Pass-Through Rate;
(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 plus interest on such Carryover
Interest Distribution Amount, each at the related Pass-Through Rate;
(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 plus interest on such Carryover Interest Distribution
Amount, each at the related Pass-Through Rate;
(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 plus interest on such Carryover
Interest Distribution Amount, each at the related Pass-Through Rate;
(v) Fifth, 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 plus interest on such Carryover Interest Distribution
Amount, each at the related Pass-Through Rate;
(vi) Sixth, to the Class A-1 Subaccount, the Principal
Distribution Shortfall Carryover Amount for the Class A-1 Subaccount,
if any, for such Distribution Date;
22
(vii) Seventh, to the Class A-1 Subaccount, the Class A
Principal Distribution Amount, in reduction of the Class A-1 Subaccount
Principal Balance until the Class A-1 Certificate Principal Balance has
been reduced to zero;
(viii) Eighth, 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 plus interest on such Carryover
Writedown Interest Distribution Amount at the related Pass-Through
Rate, (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
reduction of the Subaccount Principal Balance of such Class, until the
Class M-1 Certificate Principal Balance is reduced to zero;
(ix) Ninth, 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 plus interest on such Carryover
Writedown Interest Distribution Amount at the related Pass-Through
Rate, (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;
(x) Tenth, 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 plus interest on such Carryover
Writedown Interest Distribution Amount at the related Pass-Through
Rate, (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;
(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 plus interest on such Carryover
Writedown Interest Distribution Amount at the related Pass-Through
Rate, (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, to each Subaccount, (A) first, its Carryover
Non-Priority Interest Distribution Amount for such Distribution Date,
(B) second, its Non-Priority Interest Distribution Amount for such
Distribution Date, and (C) its remaining Subaccount Principal Balance
in each case with the Available Distribution Amount being allocated
23
among the Subaccounts pro rata based upon the total Excess Subaccount
Principal Balance remaining to be paid with respect to each Subaccount;
and
(xiii) Finally, any remainder to the Holders of the Intermediate
REMIC Residual Interest.
(b) On each Distribution Date, after all Subaccount allocations have
been made as described in Section 5(a) above and Section 8 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 to each Class of Class A Certificates, (A) first,
its Interest Distribution Amount for such Distribution Date, in each
case 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, plus interest on such
Carryover Interest Distribution Amount, 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, each at the related Pass-Through Rate;
(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 plus interest on such Carryover Interest Distribution
Amount, each at the related Pass-Through Rate;
(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 plus interest on such Carryover Interest Distribution
Amount, each at the related Pass-Through Rate;
(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 plus interest on such Carryover Interest Distribution
Amount, each at the related Pass-Through Rate;
(v) Fifth, 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 plus interest on such Carryover Interest Distribution
Amount, each at the related Pass-Through Rate;
(vi) Sixth, to the Class A-1 Certificates, the related
Principal Distribution Shortfall Carryover Amount for the Class A-1
Certificates, if any, for such Distribution Date;
(vii) Seventh, to the Class A-1 Certificates, the Class A
Principal Distribution Amount, in reduction of the Class A-1
Certificate Principal Balance until it has been reduced to zero;
24
(viii) Eighth, 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 plus interest on such Carryover
Writedown Interest Distribution Amount at the related Pass-Through
Rate, (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;
(ix) Ninth, 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 plus interest on such Carryover
Writedown Interest Distribution Amount at the related Pass-Through
Rate, (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;
(x) Tenth, 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 plus interest on such Carryover
Writedown Interest Distribution Amount at the related Pass-Through
Rate, (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;
(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 plus interest on such Carryover
Writedown Interest Distribution Amount at the related Pass-Through
Rate, (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, sequentially, (A) first, for deposit in the
Certificateholders' Interest Carryover Account, the Class X Strip
Amounts in an amount equal to the Class M-2 Certificateholders'
Interest Carryover Amount in respect of the Class M-2 Certificates, if
any, for such Distribution Date, and (B) second, to the Class M-2
Certificates, the Class M-2 Certificateholders' Interest Carryover
Amount in respect of the Class M-2 Certificates, if any, for such
Distribution Date;
(xiii) Thirteenth, sequentially, (A) first, for deposit in the
Certificateholders' Interest Carryover Account, the Class X Strip
Amounts in an amount equal to the Class B-1 Certificateholders'
Interest Carryover Amount in respect of the Class B-1 Certificates, if
any, for such Distribution Date, and (B) second, to the Class B-1
25
Certificates, the Class B-1 Certificateholders' Interest Carryover
Amount in respect of the Class B-1 Certificates, if any, for such
Distribution Date;
(xiv) Fourteenth, sequentially, (A) first, for deposit in the
Certificateholders' Interest Carryover Account, the Class X Strip
Amounts in an amount equal to the Class B-2 Certificateholders'
Interest Carryover Amount in respect of the Class B-2 Certificates, if
any, for such Distribution Date, and (B) second, to the Class B-2
Certificates, the Class B-2 Certificateholders' Interest Carryover
Amount in respect of the Class B-2 Certificates, if any, for such
Distribution Date;
(xv) Fifteenth, sequentially (A) to the Class A-1
Certificates, (B) to the Class M-1 Certificates, (C) to the Class M-2
Certificates, (D) to the Class B-1 Certificates and (E) to the Class
B-2 Certificates, in that order, the Accelerated Principal Distribution
Amount for such Distribution Date, in reduction of the Certificate
Principal Balance of each Class until it has been reduced to zero;
(xvi) Sixteenth, to the Class X Certificates (less amounts
deposited in the Certificateholders' Interest Carryover Account on such
Distribution Date), in the following sequential order:
(A) the current Class X Strip Amount; and
(B) any Class X Carryover Strip Amount;
(xvii) Sixteenth, to the Class X Certificates, any amounts
remaining in the Certificateholders' Interest Carryover Account after
all payments made pursuant to Section 5(b)(xii)-(xiv) above; and
(xviii) Finally, any remainder to the Holders of the Issuing
REMIC Residual Interest.
(c) On each Distribution Date for which the applicable Remittance
Report indicates that one or more Interest Deficiency Withdrawals is required,
after making the withdrawals and applications described in Section 5(a) and (b)
above, the Trustee (or the Paying Agent on behalf of the Trustee) shall withdraw
from the Certificate Account and allocate the Interest Deficiency Withdrawal,
based upon the information set forth in the related Remittance Report, in the
following manner and in the following order of priority:
(i) to the Class M-1 Subaccount, the Interest Deficiency
Withdrawal for such Class, if any;
(ii) to the Class M-2 Subaccount, the Interest Deficiency
Withdrawal for such Class, if any;
(iii) to the Class B-1 Subaccount, the Interest Deficiency
Withdrawal for such Class, if any;
26
(iv) to the Class B-2 Subaccount, the Interest Deficiency
Withdrawal for such Class, if any; and
(v) Finally, any remainder to Holders of the Intermediate
REMIC Residual Interest.
(d) On each Distribution Date, after all Subaccount allocations have
been made as described in Section 5(c) above, the Trustee (or the Paying Agent
on behalf of the Trustee) shall withdraw all amounts allocated to the various
Subaccounts pursuant to Section 5(c) above, and shall distribute such amounts in
the following manner and in the following order of priority all in accordance
with the related Remittance Report:
(i) to the Class M-1 Certificates, the Interest Deficiency
Withdrawal for such Class, if any;
(ii) to the Class M-2 Certificates, the Interest Deficiency
Withdrawal for such Class, if any;
(iii) to the Class B-1 Certificates, the Interest Deficiency
Withdrawal for such Class, if any;
(iv) to the Class B-2 Certificates, the Interest Deficiency
Withdrawal for such Class, if any; and
(v) Finally, any remainder to the holders of the Issuing
REMIC Residual Interest.
(e) 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 (or with respect to the Class A-IO Certificates, a notional
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
27
to Section 9.01 of the Standard Terms. All sums distributed on the Certificates
shall be payable in the coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private debts.
(f) (i) 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.
(ii) Any amounts remaining in the Subsidiary Interests 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 Intermediate 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
Intermediate REMIC Residual Interest.
(iii) 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.
(g) On each Distribution Date, the Subsidiary Interests shall receive
distributions, to the extent of the Available Distribution Amount, in the
following order of priority:
(i) first, each of the Class S-1 and Class S-2 Interests shall
receive pro rata, based on their respective entitlements, (i) their
Interest Distribution Amounts, plus (ii) any Carryover Interest
Distribution Amount with respect to such Class;
(ii) second, distributions of principal (including any
Principal Distribution Shortfall Carryover Amounts) shall be made to
the Class S-1 and Class S-2 Interests sequentially, first to the Class
S-1 Interest until the Subsidiary Interest Principal Balance of such
Class has been reduced to zero, and second to the Class S-2 Interests,
sequentially in numeric order, until the Subsidiary Interest Principal
Balance of each such Class has been reduced to zero, provided, that for
purposes of this Section 5(g)(ii), any Subsidiary Interest Writedown
Amounts shall be treated as distributions of principal, and shall
reduce the Subsidiary Interest Principal Balance of the Class S-1
Interest until its Subsidiary Interest Principal Balance has been
reduced to zero, and then shall reduce the Subsidiary Interest
Principal Balances of the Class S-2 Interests, in numeric order, until
the Subsidiary Interest Principal Balances thereof have been reduced to
zero; and
(iii) third, any amounts remaining to the Holders of the Pooling
REMIC Residual Interest.
28
Section 6. Establishment of Certificateholders' Interest Carryover
Account.
No later than the Closing Date, the Trustee will establish and maintain
the Certificateholders' Interest Carryover Account as a non-interest bearing
trust account. The Certificateholders' Interest Carryover Account shall be an
Eligible Account. The Certificateholders' Interest Carryover Account will not be
an asset of any of the Pooling REMIC, the Intermediate REMIC, or the Issuing
REMIC. For federal income tax purposes, the holders of the Class X Certificates
will be treated as the owners of the Certificateholders' Interest Carryover
Account and the Trustee and the holders of the Class X Certificates shall treat
amounts distributed by the Issuing REMIC to the Certificateholders' Interest
Carryover Account as having been distributed with respect to the Class X
Certificates and as reducing the Class X Strip Amount or the Class X Carryover
Strip Amount, as applicable. Distributions to the holders of the Class X
Certificates out of the Certificateholders' Interest Carryover Account shall not
be considered to be distributions from any of the Pooling REMIC, the
Intermediate REMIC, or the Issuing REMIC. The parties hereto intend and agree to
treat the Certificateholders' Interest Carryover Account as an arrangement
described in Treasury Regulations Section 1.61-13(b); provided, that if the
Internal Revenue Service does not permit such treatment, the parties hereto
intend and agree that, solely for federal and, to the extent applicable, state
and local tax purposes, (i) if the Class X Certificates are held by a single
Holder, that the assets and liabilities of the Certificateholders' Interest
Carryover Account be treated solely for federal income tax purposes as assets
and liabilities of the Class X Certificateholder pursuant to Treasury
Regulations Section 301.7701-3(b)(ii), and (ii) if the Class X Certificates are
held by more than one Holder, the Certificateholders' Interest Carryover Account
be treated solely for federal income tax purposes as a partnership pursuant to
Treasury Regulations Section 301.7701-3(b)(ii), in which event each Class X
Certificateholder, including all successors to the original Class X
Certificateholder, irrevocably elects under Section 761 of the Code to exclude
the Certificateholders' Interest Carryover Account from the application of
Subchapter K of the Code. In accordance with the provisions of Treasury
Regulation section 1.80G-2(i), the Trustee shall account for the rights of the
Class M-2, Class B-1 and Class B-2 Certificateholders to payments from the
Certificateholders' Interest Carryover Account as property held separate and
apart from the related REMIC regular interests. In addition, the Trustee shall
separately report to any Class X Certificateholders amounts deposited into and
paid to Class X Certificateholders from the Certificateholders' Interest
Carryover Account. Amounts on deposit in the Certificateholders' Interest
Carryover Account shall not be reinvested.
Section 7. Servicing Transition Account.
(a) The Trustee shall establish and maintain at the Corporate Trust
Office a separate trust account titled "JPMorgan Chase Bank, as Trustee of OMI
Trust 2002-C, Servicing Transition Account" (the "Servicing Transition
Account").
(b) On the Closing Date, the Servicer shall deposit $175,000 into the
Servicing Transition Account.
(c) For each Series Transaction, the Trustee shall release amounts on
deposit in the Servicing Transition Account to the successor Servicer of OAC, if
any, or to the Trustee, from time to time upon the receipt of written
certification of such successor Servicer that OAC has not
29
reimbursed to such successor Servicer costs and expenses incurred by such
successor Servicer pursuant to Section 7.02 of the Standard Terms or, with
respect to the Trustee, to reimburse the Trustee for its costs and expenses
(including, without limitation, the fees and expenses of its counsel and agents)
incurred in connection with such servicing transition. Each such certification
shall list such reimbursable expenses in reasonable detail.
(d) On the earlier of (i) the date that all of the Series
Transactions have terminated or (ii) the date the long-term senior debt rating
of OHC is rated at least "Baa3" by ▇▇▇▇▇'▇ and "BBB-" by Standard & Poor's, the
Trustee shall withdraw (or direct the holder of the applicable account to
withdraw) all amounts on deposit in the Servicing Transition Account and pay
such amounts to OAC and at such time the Servicing Transition Account shall be
closed.
(e) The Servicing Transition Account shall be part of the Trust, but
not part of the Pooling REMIC, the Intermediate REMIC or the Issuing REMIC. The
Trustee, on behalf of the Trust, shall be the legal owner of the Servicing
Transition Account. The Servicing Transition Account shall be an "outside
reserve fund" within the meaning of Treasury regulation (S) 1.860G-2(h) and
shall be treated as beneficially owned for federal income tax purposes by OAC.
Section 8. 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 8 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.
30
Section 9. Pre-Funding Account.
(a) On or before the Closing Date, the Trustee shall establish a
pre-funding account (the "Pre-Funding Account"), which must be an Eligible
Account. The Pre-Funding Account is to be held by and for the benefit of the
Trustee on behalf of the Certificateholders, and shall be either in the
Trustee's name or designated in a manner that reflects the custodial nature of
the account and that all funds (excluding investment earnings thereon) in such
account are held for the benefit of the Trustee.
(b) On or before the Closing Date, OMI shall deposit $52,137,500 in
the Pre-Funding Account. Amounts on deposit in the Pre-Funding Account shall be
withdrawn by the Trustee as follows:
(i) Pursuant to and in accordance with the Sales Agreement and
a notice of direction from an officer of OMI substantially in the form
of Exhibit PF attached hereto, on any Subsequent Transfer Date, the
Trustee shall withdraw an amount equal to 100% of the Scheduled
Principal Balance as of the related Subsequent Transfer Date of each
Subsequent Asset transferred and assigned to the Trustee on such
Subsequent Transfer Date and pay such amount to or upon the order of
OMI with respect to such transfer and assignment.
(ii) On each Subsequent Transfer Date, OMI shall sell to the
Trustee, without recourse, the Subsequent Assets referred to on the
related Exhibit PF pursuant to the provisions of Article II of the
Standard Terms, and this Agreement. On each Subsequent Transfer Date
Servicer shall execute and deliver a Servicer Custodial Certification
pursuant to Section 2.02(b) of the Standard Terms, and the Trustee
shall execute and deliver an Initial Certification pursuant to Section
2.03(c)(1) of the Standard Terms.
(iii) On the last day of the Pre-Funding Period, the Trustee
shall deposit into the Distribution Account any amounts then remaining
in the Pre-Funding Account, net of investment earnings, which amounts
shall be held uninvested in the Distribution Account and will be
included in the Available Distribution Amount for the immediately
following Distribution Date and distributed as an additional prepayment
of principal to Certificateholders in accordance with the Remittance
Report prepared by the Servicer then entitled to such distributions.
(c) The Pre-Funding Account shall be part of the Trust, but not part
of the Pooling REMIC, the Intermediate REMIC or the Issuing REMIC. The Trustee,
on behalf of the Trust, shall be the legal owner of the Pre-Funding Account. OMI
shall be the beneficial owner of the Pre-Funding Account, subject to the
foregoing power of the Trustee to transfer amounts in the Pre-Funding Account to
the Distribution Account. Funds in the Pre-Funding Account shall, at the
direction of the Servicer, be invested in Eligible Investments that mature no
later than the Business Day prior to the next occurring Distribution Date. All
amounts earned on deposits in the Pre-Funding Account shall be taxable to OMI.
The Trustee shall release to OMI all investment earnings in the Pre-Funding
Account on the Business Day immediately following the end of the Pre-Funding
Period.
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(d) The Trustee shall clear and terminate the Pre-Funding Account
upon the earlier to occur of (i) the Distribution Date immediately following the
end of the Pre-Funding Period and (ii) the date on which an Event of Default
occurs under this Agreement, with any amounts remaining on deposit therein being
paid to the holders of Certificates then entitled to distributions in respect of
principal. Withdrawals pursuant to clauses (b)(i)-(iii) and this clause (d)
shall be treated as contributions of cash to the Pooling REMIC on the date of
withdrawal.
(e) Each Subsequent Asset acquired by the Trust with funds from the
Pre-Funding Account shall be acquired pursuant to a fixed price contract within
the meaning of I.R.C. (S) 860G(a)(3)(A)(ii).
Section 10. Capitalized Interest Account.
(a) On or before the Closing Date, the Trustee shall establish the
Capitalized Interest Account, which must be an Eligible Account. The Capitalized
Interest Account is to be held by and for the benefit of the Trustee on behalf
of the Certificateholders, and shall be either in the Trustee's name or
designated in a manner that reflects the custodial nature of the account and
that all funds (including investment earnings thereon) in such account are held
for the benefit of the Trustee.
(b) On or before the Closing Date, OMI shall deposit $361,000 in the
Capitalized Interest Account. The Trustee shall, on the Business Day immediately
preceding each Capitalized Interest Account Distribution Date, withdraw the
Capitalized Interest Account Withdrawal Amount (as calculated by the Servicer
and set forth in the related Remittance Report pursuant to Section 11(a)(ix)
hereof), if any, from the Capitalized Interest Account for deposit in the
Distribution Account in order to pay:
(i) first, any deficiency in the Available Distribution Amount
to pay the related Interest Distribution Amount and any related
Carryover Interest Distribution Amount for the Class A Certificates for
such Distribution Date,
(ii) second, any deficiency in the Available Distribution
Amount to pay the related Interest Distribution Amount and any related
Carryover Interest Distribution Amount for the Class M-1 Certificates
for such Distribution Date,
(iii) third, any deficiency in the Available Distribution Amount
to pay the related Interest Distribution Amount and any related
Carryover Interest Distribution Amount for the Class M-2 Certificates
for such Distribution Date,
(iv) fourth, any deficiency in the Available Distribution
Amount to pay the related Interest Distribution Amount and any related
Carryover Interest Distribution Amount for the Class B-1 Certificates
for such Distribution Date,
(v) fifth, any deficiency in the Available Distribution Amount
to pay the related Interest Distribution Amount and any related
Carryover Interest Distribution Amount for the Class B-2 Certificates
for such Distribution Date; and
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(vi) sixth, any deficiency in the Available Distribution Amount
to pay the related Interest Distribution Amount and any related Class X
Carryover Strip Amount for the Class X Certificates for such
Distribution Date.
After the Closing Date, OMI shall deposit additional amounts in the Capitalized
Interest Account to the extent that, after the withdrawal and application of
funds from the Capitalized Interest Account pursuant to this Section 10, any
deficiency described in clauses (i)-(vi) above remains.
(c) The Capitalized Interest Account shall be part of the Trust, but
not part of the Pooling REMIC, the Intermediate REMIC or the Issuing REMIC. The
Trustee, on behalf of the Trust, shall be the legal owner of the Capitalized
Interest Account. OMI shall be the beneficial owner of the Capitalized Interest
Account, subject to the foregoing power of the Trustee to withdraw amounts from
the Capitalized Interest Account. Funds in the Capitalized Interest Account
shall, at the direction of the Servicer, be invested in Eligible Investments
that mature no later than the Business Day prior to the related Capitalized
Interest Account Distribution Date. All amounts earned on deposits in the
Capitalized Interest Account shall be taxable to OMI. The Trustee shall release
to OMI all investment earnings in the Capitalized Interest Account upon written
notice from an officer of OMI to the Trustee that all of the Subsequent Assets
have been transferred to the Trust. The Capitalized Interest Account shall be an
"outside reserve fund" within the meaning of Treasury regulation ss.
1.806G-2(h). The owner of the Capitalized Interest Account for tax purposes
shall be OMI. For all federal tax purposes, amounts transferred by any of the
Pooling REMIC, the Intermediate REMIC, or the Issuing REMIC to the Capitalized
Interest Account shall be treated as amounts distributed by the applicable REMIC
to OMI.
(d) The Trustee shall release to OMI all funds remaining in the
Capitalized Interest Account on the Distribution Date immediately following the
final transfer of Subsequent Assets to the Trust upon written notice from an
officer of OMI to the Trustee (which may be contained in the Notice and
Direction to the Trustee under Section 9(b)(i) hereof) that all of the
Subsequent Assets have been transferred to the Trust.
Section 11. 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:
(i) 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;
(ii) 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
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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 and separately identifying any Accelerated Principal
Distribution Amount to be distributed on the Certificates, the Current
Overcollateralization Amount and the Target Overcollateralization
Amount;
(iii) the aggregate amount, if any, to be distributed on the
Residual Certificates;
(iv) 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;
(v) 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;
(vi) 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 Carryover
Interest Distribution Amount remaining unpaid on the Corresponding
Subaccount), after giving effect to all distributions to be made on
such Distribution Date;
(vii) 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;
(viii) 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;
(ix) the Pre-Funded Amount, if any, in the Pre-Funding Account on
such Distribution Date, the amount of funds, if any, used to purchase
Subsequent Assets during the Pre-Funding Period, the Capitalized
Interest Account Withdrawal Amount, and the amount of funds, if any,
allocated as a prepayment of principal at the end of the Pre-Funding
Period; and
(x) the Class M-2 Certificateholders' Interest Carryover Amount
in respect of the Class M-2 Certificates, the Class B-1
Certificateholders' Interest Carryover Amount in respect of the Class
B-1 Certificates and the Class B-2 Certificateholders' Interest
Carryover Amount in respect of the Class B-2 Certificates.
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In the case of information furnished pursuant to clauses (i), (ii) and
(iii) 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 making available 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
make available a copy of the related Remittance Report to the Underwriter (to
the attention of the person, if any, reported to the Trustee by the
Underwriter).
Section 12. 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.
Section 13. 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; provided, however, that the Class M-2 Certificates, the
Class B-1 Certificates and the Class B-2 Certificates will represent beneficial
ownership of a "regular interest" and the right to receive the Class M-2
Certificateholders' Interest Carryover Amount, the Class B-1 Certificateholders'
Interest Carryover Amount and the Class B-2 Certificateholders' Interest
Carryover Amount, respectively. The Subaccounts will be designated as the
"regular interests" in the Intermediate REMIC, and the Subsidiary Interests will
be designated as the "regular interests" in the Pooling REMIC. The Class R
Certificates represent beneficial ownership of the "residual interest" in each
of the Issuing REMIC, the Intermediate REMIC and the Pooling REMIC and,
following the division of the Class R Certificates into three separately
transferable, certificated and fully registered certificates in accordance with
Section 13(b) below, the Class R-1 Certificates will be designated as the
"residual interest" in the Issuing REMIC, the Class R-2 Certificates will be
designated as the "residual interest" in the Intermediate REMIC, and the Class
R-3 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 three separately transferable,
certificated and fully registered Certificates (a Class R-1 Certificate, a Class
R-2 Certificate and a Class R-3 Certificate), in substantially the forms of
Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ and Exhibit R-3 attached hereto. In the event that the
Class R Certificates are exchanged for separately transferable Class R-1, Class
R-2 and Class R-3 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 Intermediate
REMIC, (3) the Class R-3 Certificates will be designated as the residual
interest in the Pooling REMIC, and (4) the restrictions on the transfer of a
Residual Certificate provided in the Standard Terms will apply to each of the
Class R-1, Class R-2 and the Class R-3 Certificates.
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Section 14. Optional Termination and Auction Call.
(a) Section 9.01(b) of the Standard Terms is hereby amended by
inserting "the earlier of (A)" after "(2)" and by inserting, "or (B) August
2010" at the end of the paragraph.
(b) 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 pay Compensating Interest or make Advances.
(c) If the Trustee receives bids from at least two Qualified Bidders
and the net proceeds of the highest bid are equal to or greater than the
Termination Price, the Trustee shall promptly advise the Servicer of the highest
bid and the terms of purchase, and the Servicer shall have three Business Days,
at its option, to match the terms of such bid. The Trustee shall thereafter sell
the Assets, REO Properties and Repo Properties either (i) to the Servicer, if it
shall so elect, or (ii) to the highest bidder, and in either case the Trustee
shall distribute the net proceeds of such sale in redemption of the Certificates
in compliance with Article IX of the Standard Terms and Section 5 hereof. Any
such sale must also comply with the requirements applicable to a Terminating
Purchase set forth in Section 9.02 of the Standard Terms.
(d) 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.
(e) 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.
(f) The Servicer shall cooperate with and provide necessary
information to the Trustee in connection with any auction sale as described
herein.
Section 15. Concerning the Contract of Insurance Holder.
(a) Compliance with FHA Regulations and Filing of FHA Claims.
(i) The Contract of Insurance Holder shall at all times be
reflected as the lender of record solely for FHA regulatory purposes
with respect to each FHA Asset and shall maintain its status as a HUD
approved lender. To the extent applicable to the duties of the Contract
of Insurance Holder hereunder, the Contract of Insurance Holder shall
take or refrain from taking such actions as directed by the Claims
Administrator, as necessary or appropriate to maintain FHA Insurance
for the FHA Assets.
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(ii) As of the Closing Date and at all times thereafter, FHA
Insurance will cover the FHA Assets. The Servicer and Claims
Administrator, in each such capacity, covenants and agrees that it
shall not take any action that would reduce or otherwise diminish the
protection of the FHA Insurance. On or before March 1 of each year
after the date of this Agreement, the Servicer shall submit to the
Trustee a certification letter substantially in the form attached
hereto as Exhibit SC.
(iii) The Trustee hereby appoints the Claims Administrator to
facilitate the servicing of FHA Assets. The Claim Administrator shall
perform on behalf of the Contract of Insurance Holder the duties
associated with the submission of FHA claims in connection with the FHA
Insurance, except to the extent that certain documents must be signed
by the Contract of Insurance Holder (in which case the Contract of
Insurance Holder may appoint an attorney-in-fact to sign on its behalf)
and shall not, in its capacity as Claims Administrator or as Servicer,
take any action or omit to take any action that would cause the
Contract of Insurance Holder to violate this Section 15 or otherwise
fail to maintain valid FHA Insurance or cause any denial by FHA of an
insurance claim.
(iv) The Contract of Insurance Holder shall not be deemed to have
violated this Section 15 and shall otherwise incur no liability
hereunder if any failure to maintain valid FHA Insurance or to comply
with FHA regulations requirements or any denial by FHA of an insurance
claim shall have been caused by any act or omission of the Servicer or
Claims Administrator in the performance of its duties hereunder.
(v) No Certificateholder, by virtue of holding a Certificate that
evidences a beneficial interest in any FHA Asset, shall have any right
against FHA or HUD with respect to the FHA Insurance applicable to any
FHA Asset, and each Certificateholder, by its acceptance of such
Certificate, or any interest therein, shall be deemed to have agreed to
the foregoing.
(b) Regarding the Contract of Insurance Holder, the Servicer and the
Trustee.
(i) The Contract of Insurance Holder, the Servicer and the
Trustee (including any successor Trustee) shall at all times be
approved by HUD as Title I lender. The Contract of Insurance Holder
shall not resign from the obligations and duties imposed on it by this
Agreement as Contract of Insurance Holder except upon a determination
that by reason of a change in legal requirements or requirements
imposed by the FHA (including, without limitation, loss of its status
as a HUD approved lender) the performance of its duties under this
Agreement would cause it to be in violation of such legal requirements
or FHA imposed requirements in a manner which would result in a
material adverse effect on the Contract of Insurance Holder or cause it
to become ineligible to hold the FHA Insurance. Any such determination
permitting the resignation of the Contract of Insurance Holder shall be
evidenced by an Opinion of Counsel to such effect delivered and
acceptable to the Trustee. Upon receiving such notice of resignation,
the FHA Insurance shall be transferred to a qualified successor
appointed by the Servicer (which qualified successor must be a HUD
approved Title I lender) by written instrument, in duplicate, one copy
of which instrument shall be delivered to the resigning Contract of
Insurance Holder and one copy to the successor contract of insurance
holder.
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(ii) If at any time the Contract of Insurance Holder shall become
incapable of acting, or shall fail to perform its obligations hereunder
or shall be adjudged as bankrupt or insolvent, or a receiver of the
Contract of Insurance Holder or of its property shall be appointed, or
any public officer shall take charge or control of the Contract of
Insurance Holder or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, or the Contract of
Insurance Holder shall fail to be "well capitalized" within the meaning
of the Federal Deposit Insurance Act and the regulations thereunder,
then, in any such case the Servicer shall remove the Contract of
Insurance Holder and appoint a successor contract of insurance holder
(which successor must be a HUD approved lender) by written instrument,
in duplicate, one copy of which instrument shall be delivered to the
Contract of Insurance Holder so removed and one copy to the successor
contract of insurance holder. Upon removal of the Contract of Insurance
Holder, the outgoing Contract of Insurance Holder shall take all action
required to maintain the benefits of the FHA Insurance; provided that,
if the Contract of Insurance Holder is removed because it has failed to
be "well capitalized" as provided in the preceding sentence, the
Depositor and Servicer each shall bear the expenses incurred in
connection with such transfer.
(iii) Any resignation or removal of the Contract of Insurance
Holder and appointment of a successor contract of insurance holder
pursuant to any of the provisions of this Section 15 shall become
effective upon acceptance of appointment by the successor contract of
insurance holder.
(iv) The Servicer shall be liable for and shall indemnify, defend
and hold harmless the Trustee and the Contract of Insurance Holder and
its officers, directors, employees, representatives and agents, from
and against and reimburse the Trustee and the Contract of Insurance
Holder for any and all claims, expenses, obligations, liabilities,
losses, damages, injuries (to person, property, or natural resources),
penalties, stamp or other similar taxes, actions, suits, judgments,
reasonable costs and expenses (including reasonable attorney's and
agent's fees and expenses) of whatever kind or nature regardless of
their merit, demanded, asserted or claimed against the Trustee and the
Contract of Insurance Holder directly or indirectly relating to, or
arising from, claims against the Trustee and the Contract of Insurance
Holder by reason of its participation in the transactions contemplated
under this Section 15 and in connection with the FHA Asset, including
without limitation all reasonable costs required to be associated with
claims for damages to persons or property, and reasonable attorneys'
and consultants' fees and expenses and court costs, except to the
extent caused by the Trustee's or the Contract of Insurance Holder's
gross negligence or willful misconduct. The provisions of this Section
15(b)(iv) shall survive the termination of this Agreement or the
earlier resignation or removal of the Trustee or the Contract of
Insurance Holder.
Section 16. 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, 1.0% to the
Class A-IO Certificates, and 98% to the other Certificates in proportion with
their respective Certificate Principal Balance; provided, however, that the
Class B-2 Certificates, the Class X Certificates and the Class R Certificates
38
shall not be entitled to any voting rights in respect of any matter concerning
the resignation, termination, appointment or any other matters in respect of the
service or duties of the Trustee.
Section 17. Trustee Certification.
Section 2.03(c)(1)(C) of the Standard Terms is hereby amended by
inserting "(other than the Cut-off Date Principal Balance and the original
Mortgage Loan-to-Value Ratio of each Mortgage Loan)" after "Mortgage Loan
Schedule."
Section 18. Amendments to the Standard Terms
(a) Section 1.01 of the Standard Terms, the definition of "Business
Day" is hereby amended by replacing "the Trustee's Corporate Trust Office is"
with "the Servicer's offices or the Trustee's Corporate Trust Office are."
(b) Section 1.01 of the Standard Terms, the definition of "OAC" is
hereby amended by replacing "a North Carolina corporation" with "LLC, a Delaware
limited liability company."
(c) Section 1.01 of the Standard Terms, the definition of "Trustee
Mortgage Loan File" is hereby amended by adding after "Documents" the following:
"except proof of maintenance of a Standard Hazard Insurance Policy (and a flood
insurance policy, if applicable) as to the related Mortgaged Property."
(d) Section 3.04 of the Standard Terms is hereby amended by adding a
new subsection (f) as follows:
Section 3.04(f). Advance Facility.
(1) The Servicer is hereby authorized to enter into a
financing or other facility (any such arrangement, an "Advance
Facility"), the documentation for which complies with Section
3.04(f)(5) below, under which (1) the Servicer assigns or pledges its
rights under this Agreement to be reimbursed for any or all P&I
Advances and/or Servicing Advances to a special-purpose
bankruptcy-remote entity (an "SPV"), which in turn, directly or through
other assignees and/or pledgees, assigns or pledges such rights to a
Person, which may include a trustee acting on behalf of holders of debt
instruments (any such Person, an "Advance Financing Person"), and/or
(2) an Advance Financing Person agrees to fund some or all P&I Advances
and/or Servicing Advances required to be made by the Servicer pursuant
to this Agreement. No consent of the Trustee, Certificateholders or any
other party is required before the Servicer may enter into an Advance
Facility. Notwithstanding the existence of any Advance Facility under
which an Advance Financing Person agrees to fund P&I Advances and/or
Servicing Advances on the Servicer's behalf, the Servicer shall remain
obligated pursuant to this Agreement to make P&I Advances and Servicing
Advances pursuant to and as required by this Agreement, and shall not
be relieved of such obligations by virtue of such Advance Facility. If
the Servicer enters into an Advance Facility, and for so long as an
Advance Financing Person remains entitled to receive reimbursement for
any P&I Advances or Servicing Advances outstanding and previously
unreimbursed pursuant to this Agreement, then the Servicer shall not be
permitted to reimburse itself for P&I Advances and/or Servicing
Advances,
39
as applicable, pursuant to Sections 3.04(b), 3.04(c), and/or 3.07(a) of
this Agreement, but instead the Servicer's assignee and designee (the
"Servicer's Assignee") shall have the right to withdraw from the
Certificate Account collections that the Servicer would otherwise have
the right to withdraw from the Certificate Account, pursuant to Section
3.07(a)(1) of this Agreement, amounts available to reimburse previously
▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances ("P&I Advance Reimbursement Amounts") and/or
previously unreimbursed Servicing Advances ("Servicing Advance
Reimbursement Amounts" and together with P&I Advance Reimbursement
Amounts, "Reimbursement Amounts") (in each case to the extent such type
of Advance is included in the Advance Facility). Notwithstanding
anything to the contrary herein, in no event shall P&I Advance
Reimbursement Amounts or Servicing Advance Reimbursement Amounts be
included in the "Available Distribution" or distributed to
Certificateholders. In addition, the Trustee shall remit Reimbursement
Amounts which are deposited into the Distribution Account for a Series
pursuant to Section 4.03(2).
(2) If the Servicer enters into an Advance Facility, the
Servicer and the related Advance Financing Person shall deliver to the
Trustee a written notice of the existence of such Advance Facility (an
"Advance Facility Notice"), stating the identity of the Advance
Financing Person and the related Servicer's Assignee, and specifying
what P&I Advances and/or Servicing Advances are covered by the Advance
Facility. An Advance Facility Notice may only be terminated by the
joint written direction of the Servicer and the related Advance
Financing Person.
(3) Reimbursement Amounts shall consist solely of amounts in
respect of P&I Advances and/or Servicing Advances made with respect to
the Assets for which the Servicer would be permitted to reimburse
itself in accordance with Sections 3.04(b), 3.04(c), and/or 3.07(a)
hereof, assuming the Servicer had made the related P&I Advance(s)
and/or Servicing Advance(s).
(4) An Advance Financing Person who receives an assignment or
pledge of rights to receive Reimbursement Amounts and/or whose
obligations hereunder are limited to the funding of P&I Advances and/or
Servicing Advances shall not be required to meet the criteria for
qualification of Section 6.07 hereof.
(5) The documentation establishing any Advance Facility shall
require that Reimbursement Amounts distributed with respect to each
Series be allocated to outstanding ▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances or
Servicing Advances (as the case may be) made with respect to that
Series on a "first-in, first out" ("FIFO") basis. In the event that, as
a result of this FIFO allocation, some or all of a Reimbursement Amount
for a Series relates to P&I Advances or Servicing Advances that were
made by a Person other than Oakwood Acceptance Corporation, LLC
(successor by merger to Oakwood Acceptance Corporation) or the Advance
Financing Person, then the Servicer's Assignee shall be required to
remit any portion of such Reimbursement Amount to each person entitled
to such portion of such Reimbursement Amount. At any time when the
Advance Financing Person shall have ceased funding P&I Advances and/or
Servicing Advances (as the case may be) with respect to a Series, and
the Servicer's Assignee shall have withdrawn from the related
Certificate Account Reimbursement Amounts sufficient to reimburse all
P&I
40
Advances and/or Servicing Advances (as the case may be), the right to
reimbursement for which were assigned to the Servicer's Assignee, then
the Servicer's Assignee and the Advance Financing Person and the
Servicer shall deliver a written notice to the Trustee terminating the
Advance Facility Notice with respect to the Series, whereupon the
Servicer shall again be entitled to withdraw the related Reimbursement
Amounts from the Certificate Account pursuant to Section 3.07(a)(1).
Without limiting the generality of the foregoing, the Servicer shall
remain entitled to be reimbursed by the Advance Financing Person for
all P&I Advances and Servicing Advances funded by the Servicer to the
extent the related Reimbursement Amount(s) have not been assigned or
pledged to an Advance Financing Person or related Servicer's Assignee.
By way of illustration, and not by way of limiting the generality of
the foregoing, if a Servicer who is a party to an Advance Facility
resigns or is terminated, and is replaced by a successor Servicer, and
the successor Servicer directly funds P&I Advances or Servicing
Advances with respect to a Series and does not assign or pledge the
related Reimbursement Amounts to the Advance Financing Person, then
after all Reimbursement Amounts attributable to such Series that are
owed to the predecessor Servicer and the Advance Financing Person,
which were made prior to any Advances made by the successor Servicer,
have been reimbursed in full, then the successor Servicer shall be
entitled to receive all Reimbursement Amounts subsequently collected
with respect to that Series.
(6) The parties hereto acknowledge that Oakwood Acceptance
Corporation, LLC (successor by merger to Oakwood Acceptance
Corporation) as Servicer, has assigned, conveyed and transferred all of
its rights to reimbursement, pursuant to Sections 3.04(b), 3.04(c),
3.07(a)(1) and 4.03(2) hereof, in respect of now existing outstanding
P&I Advances and, to the extent described in the P&I Advance Facility
Indenture referred to below, P&I Advances that may be disbursed by the
Servicer in the future, to Oakwood Advance Receivables Company, L.L.C.
(the "Advance SPV"). The Advance SPV is the Servicer's Assignee with
respect to this Advance Facility, and shall be entitled to withdraw P&I
Advance Reimbursement Amounts from the Certificate Account pursuant to
this Section 3.04(f) and Section 3.07(a)(1). The Advance SPV shall
remit P&I Advance Reimbursement Amounts that it withdraws from the
Certificate Account, subject to Section 3.04(f)(5) above, to JPMorgan
Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee
(the "P&I Advance Facility Trustee") under the Indenture (the "P&I
Advance Facility Indenture"), dated as of September 28, 2001, by and
among the Advance SPV, as issuer, JPMorgan Chase Bank (formerly known
as The Chase Manhattan Bank), as trustee, calculating agent and paying
agent, and Oakwood Acceptance Corporation, LLC (successor by merger to
Oakwood Acceptance Corporation) as REMIC Servicer. The P&I Advance
Facility Trustee is the Advance SPV's pledgee with respect to the right
to be reimbursed for such P&I Advances, and is the "Advance Financing
Person" for purposes of the other provisions of this Section 3.04(f)
with respect to the Advance Facility described in this subsection (f).
The parties hereto further agree that any rights of set-off that the
Trust may otherwise have against Oakwood Acceptance Corporation, LLC
(successor by merger to Oakwood Acceptance Corporation) or the Servicer
hereunder shall not attach to any rights to be reimbursed for P&I
Advances that have been sold, transferred, conveyed and otherwise
assigned to the Advance SPV. The parties hereto further covenant and
agree that this Subsection 3.04(f)(6) may not be amended or otherwise
modified without the prior written consent of
41
100% of the holders of the notes issued pursuant to the P&I Advance
Facility Indenture, unless and until such notes shall have been paid in
full or the P&I Advance Facility Indenture shall have been discharged
and terminated.
(e) Subsection 3.07(a)(1) of the Standard Terms is hereby deleted and
replaced in its entirety with the following:
(1) to reimburse itself for any Advances previously made, which
Advances remain unreimbursed, pursuant to the provisions of Section
3.04(c) (including, without limitation, if such Advances have been
determined by the Servicer to have become Non-Recoverable Advances, out
of any funds on deposit in the Certificate Account);
(f) Subsection 3.07(c) of the Standard Terms is hereby amended by
adding as the last sentence of the subsection: "Any Early Payments used by the
Servicer to cover delinquencies shall be replaced by the Servicer or from Early
Payments when they become part of the Available Distribution Amount."
(g) Section 3.11 of the Standard Terms is hereby amended by adding
"(a)" before the first paragraph and adding as a second paragraph the following:
(b) Neither OMI nor the Trust shall organize under the law of any
jurisdiction other than the State under which each is organized as of
the Closing Date (whether changing its jurisdiction of organization or
organizing under an additional jurisdiction) without giving 30 days
prior written notice of such action to its immediate and mediate
transferee, including the Trustee. Before effecting such change, each
of OMI or the Trust proposing to change its jurisdiction of
organization shall prepare and file in the appropriate filing office
any financing statements or other statements necessary to continue the
perfection of the interests of its immediate and mediate transferees,
including the Trustee, in the Mortgage Loans. In connection with the
transactions contemplated by the Pooling and Servicing Agreement, each
of OMI and the Trust authorizes its immediate or mediate transferee,
including the Trustee, to file in any filing office any initial
financing statements, any amendments to financing statements, any
continuation statements, or any other statements or filings necessary
to comply with this Section 3.11(b).
(h) Subsection 4.03(2) of the Standard Terms is hereby deleted and
replaced in its entirety with the following:
(2) without duplication, to reimburse the Servicer or pay to the
Servicer's Assignee, as appropriate, from any amounts on deposit in the
Distribution Account for any Advance previously made which has become a
Non-Recoverable Advance, and to reimburse the Servicer or pay to the
Servicer's Assignee, as appropriate, for any other Advance pursuant to
the provisions of Section 3.04(c), to the extent not previously
withdrawn from the Certificate Account by the Servicer or the
Servicer's Assignee;
42
(i) Section 4.06(a) of the Standard Terms is hereby amended by adding the
following as the penultimate sentence:
A senior officer of the Servicer shall include with any submission to
the Commission on Form 10-K a certification in the form attached as Exhibit
10 hereto (as such form may be modified by the Servicer to comply with the
requirements of the Commission).
Section 19. 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, except that the rights, duties, immunities and
indemnities of the Trustee shall be construed in accordance with and governed by
the laws of the State of New York. 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 20. 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 21. 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 22. 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.
[Remainder of Page Intentionally Left Blank]
43
IN WITNESS WHEREOF, OMI, the Servicer and the Trustee have caused this
Pooling and Servicing Agreement to be duly executed by their respective officers
thereunto duly authorized and their respective signatures duly attested all as
of the day and year first above written.
OAKWOOD MORTGAGE INVESTORS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President
OAKWOOD ACCEPTANCE CORPORATION, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
JPMORGAN CHASE BANK,
as Trustee and as Contract of Insurance Holder
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
[Pooling and Servicing Agreement - 2002-C]
STATE OF ARIZONA )
)s.
COUNTY OF MARICOPA )
The foregoing instrument was acknowledged before me in the County of
Maricopa this 27th day of August, 2002 by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President of
Oakwood Mortgage Investors, Inc., a Nevada corporation, on behalf of the
corporation.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Notary Public
My Commission expires: November 14, 2004
-----------------------
[Pooling and Servicing Agreement - ▇▇▇▇-▇]
▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ )
)s.
COUNTY OF GUILFORD )
The foregoing instrument was acknowledged before me in the County of
Guilford this 27th day of August, 2002 by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Vice President of
Oakwood Acceptance Corporation, LLC, a Delaware limited liability company (as
successor to Oakwood Acceptance Corporation, a North Carolina corporation), on
behalf of the company.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Notary Public
My Commission expires: 11-30-05
-------------
[Pooling and Servicing Agreement - ▇▇▇▇-▇]
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
)s.
CITY OF NEW YORK )
The foregoing instrument was acknowledged before me in the City of New
York, this 27th day of August, 2002 by ▇▇▇▇▇ ▇▇▇▇▇▇▇, Assistant Vice President
of JPMorgan Chase Bank, a New York banking corporation, on behalf of the
corporation.
/s/ ▇▇▇▇▇▇▇▇ ▇. Ravens
-----------------------------------
Notary Public
My Commission expires: 8/7/06
-------------
[Pooling and Servicing Agreement - 2002-C]
INDEX TO SCHEDULES AND EXHIBITS
Schedule IA Initial Contract Schedule
Schedule IB Initial Mortgage Loan Schedule
Schedule IIA Subsequent Contract Schedule
Schedule IIB Subsequent Mortgage Loan Schedule
Schedule III Class A-IO Scheduled Notional Principal Balance Schedule
Schedule IV Series Transactions
Exhibit A-1 Form of Class A-1 Certificate
Exhibit A-IO Form of Class A-IO 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
Exhibit PF Form of Notice and Direction to Trustee under Section 9(b)(i)
Exhibit SC Form of Servicer Certification Letter
Exhibit 10 Form of 10-K Certification
1
SCHEDULE IA
Initial Contract Schedule
[On File at Hunton & ▇▇▇▇▇▇▇▇]
Schedule IA-1
SCHEDULE IB
Initial Mortgage Loan Schedule
[On File at Hunton & ▇▇▇▇▇▇▇▇]
Schedule IB-1
SCHEDULE IIA
Subsequent Contract Schedule
Schedule IIA-2
SCHEDULE IIB
Subsequent Mortgage Loan Schedule
Schedule IIB-1
SCHEDULE III
Class A-IO Certificate Notional Principal Balance Schedule
Distribution Notional Distribution Notional Distribution Notional
Date Balance Date Balance Date Balance
---- ------- ---- ------- ---- -------
September 2002 $55,600,000 May 2005 $41,500,000 January 2008 $28,200,000
October 2002 55,600,000 June 2005 40,100,000 February 2008 28,200,000
November 2002 55,600,000 July 2005 40,100,000 March 2008 27,200,000
December 2002 54,500,000 August 2005 40,100,000 April 2008 27,200,000
January 2003 54,500,000 September 2005 38,700,000 May 2008 27,200,000
February 2003 54,500,000 October 2005 38,700,000 June 2008 26,200,000
March 2003 53,200,000 November 2005 38,700,000 July 2008 26,200,000
April 2003 53,200,000 December 2005 37,400,000 August 2008 26,200,000
May 2003 53,200,000 January 2006 37,400,000 September 2008 25,300,000
June 2003 51,900,000 February 2006 37,400,000 October 2008 25,300,000
July 2003 51,900,000 March 2006 36,100,000 November 2008 25,300,000
August 2003 51,900,000 April 2006 36,100,000 December 2008 24,400,000
September 2003 50,500,000 May 2006 36,100,000 January 2009 24,400,000
October 2003 50,500,000 June 2006 34,900,000 February 2009 24,400,000
November 2003 50,500,000 July 2006 34,900,000 March 2009 23,500,000
December 2003 49,000,000 August 2006 34,900,000 April 2009 23,500,000
January 2004 49,000,000 September 2006 33,700,000 May 2009 23,500,000
February 2004 49,000,000 October 2006 33,700,000 June 2009 22,700,000
March 2004 47,500,000 November 2006 33,700,000 July 2009 22,700,000
April 2004 47,500,000 December 2006 32,500,000 August 2009 22,700,000
May 2004 47,500,000 January 2007 32,500,000 September 2009 21,900,000
June 2004 46,000,000 February 2007 32,500,000 October 2009 21,900,000
July 2004 46,000,000 March 2007 31,400,000 November 2009 21,900,000
August 2004 46,000,000 April 2007 31,400,000 December 2009 21,100,000
September 2004 44,500,000 May 2007 31,400,000 January 2010 21,100,000
October 2004 44,500,000 June 2007 30,300,000 February 2010 21,100,000
November 2004 44,500,000 July 2007 30,300,000 March 2010 20,300,000
December 2004 43,000,000 August 2007 30,300,000 April 2010 20,300,000
January 2005 43,000,000 September 2007 29,200,000 May 2010 20,300,000
February 2005 43,000,000 October 2007 29,200,000 June 2010 19,600,000
March 2005 41,500,000 November 2007 29,200,000 July 2010 19,600,000
April 2005 41,500,000 December 2007 28,200,000 August 2010 19,600,000
Schedule III-1
SCHEDULE IV
SERIES TRANSACTIONS
Date of Original
Series Pooling & Servicing Agreement
------ -----------------------------
Oakwood Mortgage Investors, Inc., Series 1995-B October 1, 1995
Oakwood Acceptance Corporation, Series 1996-1 April 1, 1996
Oakwood Mortgage Investors, Inc., Series 1996-A February 1, 1996
Oakwood Mortgage Investors, Inc., Series 1996-B July 1, 1996
Oakwood Mortgage Investors, Inc., Series 1996-C October 1, 1996
Oakwood Mortgage Investors, Inc., Series 1997-A February 1, 1997
Oakwood Mortgage Investors, Inc., Series 1997-B May 1, 1997
Deutsche Financial Capital Securitization LLC,
Series 1997-I June 1, 1997
Oakwood Mortgage Investors, Inc., Series ▇▇▇▇-▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇▇ Mortgage Investors, Inc., Series 1997-D November 1, 1997
Deutsche Financial Capital Securitization, LLC, January 1, 1998
Series 1998-I
Oakwood Mortgage Investors, Inc., Series 1998-A February 1, 1998
Oakwood Mortgage Investors, Inc., Series 1998-B May 1, 1998
Oakwood Mortgage Investors, Inc., Series ▇▇▇▇-▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇▇ Mortgage Investors, Inc., Series 1998-D October 1, 1998
Oakwood Mortgage Investors, Inc., Series 1999-A January 1, 1999
Oakwood Mortgage Investors, Inc., Series 1999-B April 1, 1999
Oakwood Mortgage Investors, Inc., Series 1999-C June 1, 1999
Oakwood Mortgage Investors, Inc., Series ▇▇▇▇-▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇▇ Mortgage Investors, Inc., Series 1999-E November 1, 1999
Oakwood Mortgage Investors, Inc., Series 2000-A March 1, 2000
Oakwood Mortgage Investors, Inc., Series 2000-B June 1, 2000
Oakwood Mortgage Investors, Inc., OMI Note Trust
2001-A February 26, 2001
Oakwood Mortgage Investors, Inc., Series 2001-B February 1, 2001
Oakwood Mortgage Investors, Inc., Series ▇▇▇▇-▇ ▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇▇ Mortgage Investors, Inc., Series ▇▇▇▇-▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇▇ Mortgage Investors, Inc., Series 2001-E November 1, 2001
Oakwood Mortgage Investors, Inc., Series 2002-A February 1, 2002
Oakwood Mortgage Investors, Inc., Series 2002-B May 1, 2002
Oakwood Mortgage Investors, Inc., Series 2002-C August 1, 2002
Schedule IV-1
EXHIBIT PF
Form of Notice and Direction to Trustee under Section 9(b)(i)
________
date
JPMorgan Chase Bank,
as Trustee
▇▇▇ ▇▇▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Oakwood Mortgage Investors, Inc., Series 2002-C
Notification and Direction to the Trustee Regarding
Transfer of Subsequent Assets to the Trust
Ladies and Gentlemen:
Pursuant to Section 9(b)(i) of the Pooling and Servicing Agreement,
dated as of August 1, 2002, by and among Oakwood Mortgage Investors, Inc., a
Nevada corporation ("OMI"), Oakwood Acceptance Corporation, LLC, a Delaware
limited liability company, and JPMorgan Chase Bank, as Trustee (the "Trustee"),
the undersigned hereby notify and direct you, as Trustee, that on ___________,
2002 (the "Subsequent Transfer Date") OMI will transfer to the Trustee on behalf
of the Trust the additional assets identified on Schedule A attached hereto (the
"Subsequent Assets") with a principal balance as of the Subsequent Transfer Date
of $______________ (the "Subsequent Asset Balance"). In consideration for the
delivery by OMI to the Trust of the Subsequent Assets, the undersigned hereby
direct you to withdraw an amount from the Pre-Funding Account equal to the
Subsequent Asset Balance on the Subsequent Asset Transfer Date and pay such
amount to or upon the order of OMI with respect to this transfer and assignment.
Capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Pooling and Servicing Agreement.
OAKWOOD MORTGAGE INVESTORS, INC.
By: _________________________________
Name:
Title:
Exhibit PF-1
Exhibit SC
Form of Servicer Certification Letter
________
date
JPMorgan Chase Bank,
as Trustee
▇▇▇ ▇▇▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Oakwood Mortgage Investors, Inc., Series 2002-C
Notification and Direction to the Trustee Regarding
Transfer of Subsequent Assets to the Trust
Ladies and Gentlemen:
For the year ending on December 31, 20__ and in accordance with Section
15(a)(ii) of the Pooling and Servicing Agreement, dated as of August 1, 2002, by
and among Oakwood Mortgage Investors, Inc., a Nevada corporation ("OMI"),
Oakwood Acceptance Corporation, LLC, a Delaware limited liability company, and
JPMorgan Chase Bank, as Trustee (the "Trustee"), we hereby certify the following
matters concerning the following matters for the Oakwood Mortgage Investors,
Inc., Senior/Subordinated Pass-Through Certificates, Series 2002-C, that we
service for JPMorgan Chase Bank:
1. Taxes, MIP and Insurance premiums and reserve for replacement
repayments have been properly collected and applied in accordance
with the mortgage, regulatory agreement and other appropriate
documents.
2. Property Insurance is at FHA required levels and is in full
force.
3. All payments due under the terms of the mortgage have been
properly collected and applied to a Custodial Account titled
("Servicer" in trust for JPMorgan Chase Bank and name of the
specific mortgagor). Enclose a copy of the most recent bank
statement for the account.
4. Our servicer's fidelity bond and errors and omissions insurance
are current and comply with the requirements of the insurance.
Attached is a copy of the current binder.
5. Our qualification as a FHA approved Mortgagee is in full force
and effect.
6. An annual property inspection has been completed for the year
ending December 31, 20__ and is attached.
Exhibit SC-1
7. All U.C.C.s required under the terms of the mortgage loan
documents are current.
Oakwood Acceptance Corporation, LLC
By: ___________________________________
Name:
Title:
Exhibit SC-2
Exhibit 10
Form of 10-K Certification
CERTIFICATION
I, [identify the certifying individual], certify that:
1. I have reviewed this annual report on Form 10-K, and all reports
on Form 8-K containing distribution of servicing reports filed in
respect of periods included in the year covered by this annual
report, of OMI Trust ____ - _____;
2. Based on my knowledge, the information in these reports, taken as
a whole, does not contain any untrue statements of a material
fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statements were made, not misleading as of the last day of the
period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information
required to be provided to the trustee by the servicer under the
pooling and servicing agreement is included in these reports;
4. I am responsible for reviewing the activities performed by the
servicer under the pooling and servicing agreement and based upon
the review required under the pooling and servicing agreement,
and except as disclosed in the report, the servicer has fulfilled
its obligations under the pooling and servicing agreement; and
5. I have disclosed to the registrant's certified public accountants
all significant deficiencies relating to the servicer's
compliance with the minimum servicing standards in accordance
with a review conducted in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or similar standard as
set forth in the pooling and servicing agreement.
Date: _________________________
___________________________
[Signature]
[Title]
Exhibit 10-1