<PAGE>
                                                                    Exhibit 10.1


                                                                          M.E.S.
                                                         [/s/ Myles E. Standish]
                                                                            J.A.
                                                             [/s/ John Anderson]

                    OAKWOOD HOMES CORPORATION AND AFFILIATES
                                SUMMARY OF TERMS
                                  $215,000,000
                     DEBTOR-IN-POSSESSION FINANCING FACILITY

I.       INITIAL DIP FACILITY

Borrowers:              Oakwood Homes Corporation and its affiliates which
                        are "debtors" under Chapter 11 of the Bankruptcy Code
                        in the United States Bankruptcy Court for the
                        District of Delaware (the "BANKRUPTCY COURT"). Each
                        Borrower shall be a joint and several co-obligor with
                        respect to the Initial DIP Facility.

Debtors:                Same as Borrowers.

Initial DIP Facility:   $15,000,000 non-revolving credit facility, subject to
                        increase, in the DIP Lender's sole discretion, to
                        $25,000,000 upon the pledging of the Tax Refund or other
                        additional Priority Lien Collateral (as defined below)
                        following due diligence of such additional collateral
                        (the "INITIAL DIP FACILITY"). No additional fees shall
                        be payable by the Borrowers for such facility increase.
                        The Borrowers shall seek approval of the Bankruptcy
                        Court in the interim order approving the Initial DIP
                        Facility (the "INTERIM ORDER") to pledge such additional
                        Priority Lien Collateral to the DIP Lender. If the DIP
                        Lender increases the Initial DIP Facility to $25,000,000
                        within 10 calendar days of the initial draw under the
                        Initial DIP Facility, the DIP Lender shall have until
                        December 18, 2002 (the "COMMITMENT DEADLINE") to provide
                        to the Borrowers a commitment (the "Commitment") to
                        provide the Permanent DIP Facility; however the DIP
                        Lender will agree to use its reasonable best efforts and
                        work in good faith to provide such commitment by
                        December 12, 2002. If the Borrowers elect for any reason
                        not to close the Permanent DIP Facility with the DIP
                        Lender or the Borrowers file a motion to approve an
                        alternative DIP financing arrangement (in either case
                        other than as a result of the failure of the DIP Lender
                        to provide such Commitment by the Commitment Deadline),
                        the DIP Lender will be entitled to a fee (the "BREAK-UP
                        FEE") in an amount equal to the sum of a break fee of
                        $2,150,000 and a due diligence fee of $500,000.

                        "Tax Refund" means the proceeds of the expected $26
                        million federal tax refund due the Borrowers and not yet
                        filed.

                        The proceeds of the Initial DIP Facility may be used for
                        general corporate purposes, including the costs of the
                        bankruptcy proceedings.

DIP Lender:             Greenwich Capital Financial Products, Inc., Ranch
                        Capital LLC and Berkshire Hathaway Inc., as co-lenders
                        (collectively, the "DIP LENDER"), provided that one or
                        more of the co-lenders may instead be participants in
                        the Initial DIP Facility.

Agent:                  Greenwich Capital Financial Products, Inc.
<PAGE>
Availability Prior
To Final Order:         Upon entry of the Interim Order the entire $15,000,000
                        will be available to the Borrowers.


Term:                   All commitments of the DIP Lender under the DIP Facility
                        shall terminate and all advances outstanding under the
                        Initial DIP Facility shall be due and payable at the
                        earliest of: (i) the date which is 12 months after the
                        date the Debtors filed their petitions for relief under
                        Chapter 11 of the Bankruptcy Code; (ii) the consummation
                        of any sale pursuant to Section 363 of the Bankruptcy
                        Code of a material portion of the Debtors' assets; (iii)
                        the effective date of any plan of reorganization; (iv)
                        conversion of any of the Debtors' bankruptcy cases to a
                        case under Chapter 7 of the Bankruptcy Code; (v)
                        dismissal of any of the Debtors' bankruptcy cases; (vi)
                        the effective date of the Permanent DIP Facility; (vii)
                        December 30, 2002 if by such date the DIP Lender is
                        prepared to execute the Permanent DIP Facility on
                        substantially the terms set forth herein and the
                        Borrowers fail to execute such facility; (viii) the date
                        on which any other debtor-in-possession financing
                        arrangement provided by any person other than the DIP
                        Lender is approved by the Bankruptcy Court or (ix) the
                        occurrence of an event of default under the DIP Facility
                        (in either case, the "MATURITY DATE").

Interest Rate:          One-month LIBOR plus 5.0% per annum subject to a floor
                        of 9.5% per annum, payable monthly in arrears on the 5th
                        Business Day of the month.

Default Rate:           Upon the occurrence of an Event of Default, the Interest
                        Rate shall be increased by 200 basis points.

Facility Fee:           $1,000,000 payable upon entry of the Interim Order
                        approving the Initial DIP Facility.

Letter of Credit Fee:   5.0% per annum

Nonusage Fee:           None

Collections of
Proceeds:               Unless the Borrowers pledge to the DIP Lender additional
                        Priority Lien Collateral, acceptable to the DIP Lender
                        in its sole discretion, (a) all proceeds of the
                        Servicing Advance Receivables will be used to repay the
                        Initial DIP Facility and (b) such proceeds will be
                        remitted to the DIP Lender on the 3rd Business Day of
                        each week for the preceding week or on such other less
                        frequent schedule acceptable to the DIP Lender. So long
                        as no Event of Default has occurred under the DIP
                        Facility, net cash proceeds up to $20,000,000 from any
                        asset sales other than the Servicing Advance Receivables
                        may be applied by the Borrowers for general corporate
                        purposes subject to restrictions applicable under any
                        prepetition loan agreement


Collateral:             All indebtedness and obligations under the DIP Facility,
                        including without limitation the Break-up Fee and all
                        other fees and expenses due the DIP Lender, will be
                        secured by security interests and liens granted pursuant
                        to Section 364(c) and (d) of the Bankruptcy Code (a)
                        with priority over all valid and perfected existing and
                        future security interests, liens, claims and
                        encumbrances, in and on the Servicing Advance
                        Receivables (as defined below) and the proceeds thereof
                        (the "PRIORITY LIEN COLLATERAL") and (b) with priority
                        junior to all valid and perfected existing security
                        interests, liens, claims and encumbrances as of the date
                        of entry of the
<PAGE>
                        Interim Order, in and on all other real and personal
                        property, tangible or intangible assets, including all
                        bank accounts, deposits and cash, wherever located,
                        whether now existing or hereafter acquired of the
                        Debtors, the Debtors' bankruptcy estates and the
                        subsidiaries and affiliates of the Debtor (the "JUNIOR
                        LIEN COLLATERAL" and together with the Priority Lien
                        Collateral, the "Collateral") and all proceeds,
                        products, rents, revenues and profits of the Collateral
                        (exclusive of any avoidance actions available to the
                        bankruptcy estates of the Debtors pursuant to Sections
                        544, 545, 547, 548, 549, 550, 553(b) or 724(a) of the
                        Bankruptcy Code), subject only to the Carve-Out (as
                        defined below). In addition, to the extent of the
                        outstanding obligations of the Borrowers under the DIP
                        Facility, the DIP Lender shall be granted superpriority
                        claims over all other claims against the Debtors other
                        than the Carve-Out (as defined below). Notwithstanding
                        the foregoing, the Collateral shall not include Debtors'
                        "raw materials" as described on Scheduled A to the
                        September 30, 2002 Executive Report.


                        No costs or expenses of administration shall be
                        imposed against the Collateral under Section 506(c)
                        of the Bankruptcy Code other than the Carve-Out (as
                        defined below).

Servicing Advance
Receivables:            All rights of reimbursement of the Borrowers existing as
                        of November 15, 2002 totaling not less than $75,000,000
                        relating to amounts expended by the Borrowers, as
                        servicer, or advanced to the securitization trusts
                        created by the Borrowers, as servicer, in the
                        approximate amount of $110,000,000 for which the
                        Borrowers are either presently entitled to reimbursement
                        or for which the Borrowers will become entitled to
                        reimbursement upon the liquidation of repossessed
                        manufactured housing units relating to such advances or
                        upon the taking of other action by the Borrowers,
                        including without limitation, determining that certain
                        of such expenditures or advances are unrecoverable from
                        the underlying obligor or from proceeds of liquidation
                        of the obligor's manufactured housing unit. Such
                        Servicing Advance Receivables are commonly referred to
                        as "Servicing Advances", "P&I Advances", "Corporate
                        Advances", "Escrow Advances", "Repo Expense Advances",
                        and "Liquidation Expense Advances".


Carve-Out:              Following an Event of Default, carve-out for
                        professionals fees approved by the Bankruptcy Court not
                        to exceed $500,000, provided however, that the Carve-Out
                        shall not act as a limit on the fees payable to the U.S.
                        Trustee in the Chapter 11 Case pursuant to the
                        Bankruptcy Code, 28 U.S.C. Section 1930, or other
                        similar statute mandating payment of U.S. Trustee fees.

Conditions Precedent:   Standard for DIP loans and including the following
                        additional conditions precedent:

                           1.       Entry of Interim Order approving the DIP
                                    Facility, in form and substance acceptable
                                    to the DIP Lender, and the pledging of
                                    additional Priority Lien Collateral in
                                    support of the increase of the Initial DIP
                                    Facility to $25,000,000.

                           2.       Standstill agreement with lender under the
                                    Foothill Facility and continuation of the
                                    CSFB Warehouse Facility on substantially the
                                    pre-petition terms of such facility with
                                    such modifications as are approved by the
                                    DIP Lender.
<PAGE>
                           3.       Execution of an intercreditor agreement
                                    among the lenders under the Foothill
                                    Facility and the DIP Lender satisfactory in
                                    form and substance to the DIP Lender.

Representation &
Warranties:             Customary for transactions of this nature including but
                        not limited to:

                           1.       Borrowers hold all rights, title and
                                    interest in the Servicing Advance
                                    Receivables free and clear of all liens,
                                    encumbrances and rights of setoff.


                           2.       Servicing Advance Receivables, in the
                                    aggregate amount of at least $75,000,000,
                                    qualify as "P&I Advances", "Escrow
                                    Advances", "Servicing Advances" or
                                    "Liquidation Expenses" under the relevant
                                    securitization documents and the Borrowers
                                    have no reason to believe that the foregoing
                                    do not qualify for reimbursement under the
                                    terms of the related securitization
                                    documentation.

                           3.       Servicing Advance Receivables in the
                                    aggregate amount of at least $75,000,000 are
                                    outstanding and have not been reimbursed to
                                    Borrowers or any of their affiliates.

Affirmative Covenants:  Standard for DIP loans, including:

                           1.       Monthly and weekly reporting requirements as
                                    determined by the DIP Lender.

                           2.       Reporting on usage of Foothill Facility and
                                    CSFB Warehouse Facility.

                           3.       Borrower will seek reimbursement of
                                    Servicing Advances consistent with past
                                    practices.

                           4.       Borrower will seek reimbursement of
                                    Servicing Advances seasonably upon becoming
                                    so entitled under the relevant
                                    securitization documentation.

                           5.       Borrower will use its reasonable best
                                    efforts to satisfy the conditions precedent
                                    to obtain approval of the Permanent DIP
                                    Facility by December 20, 2002.

                           6.       At all times following December 31, 2002 the
                                    Borrowers shall on a consolidated basis
                                    maintain liquidity (cash and cash
                                    equivalents and undrawn committed amounts
                                    available under the Initial DIP Facility or
                                    the CSFB Warehouse Facility) of at least
                                    $5,000,000.

                           7.       Sell or securitize at least $150,000,000 in
                                    whole loans by December 31, 2002 with cash
                                    proceeds of at least 90%. Following
<PAGE>
                                    January 31, 2003 whole loan sales must net
                                    cash proceeds of at least 95%.

                           8.       Oakwood Acceptance Corp. (or an affiliate
                                    approved by the DIP Lender) shall at all
                                    times be the servicer of the loans relating
                                    to the Servicing Advance Receivables and
                                    shall perform its obligations in accordance
                                    with the related Pooling and Servicing
                                    Agreements.

Negative Covenants:     Standard for DIP loans, including the following
                        additional covenants:

                           1.       No material adverse change without DIP
                                    Lender consent to the servicing rights
                                    relating to the securitization trusts for
                                    which any of the Borrowers is the servicer.

Events of Default:      Standard for DIP loans and including the following
                        additional Events of Default (notice and cure provisions
                        to be discussed):

                           1.       The sale or other transfer of Borrowers'
                                    servicing rights to a third party without
                                    such third party purchasing all Servicing
                                    Advance Receivables relating to such
                                    servicing rights at a cash price equal to at
                                    least 75% of face amount.

                           2.       Failure of the Debtors to obtain a final
                                    order of the Bankruptcy Court approving the
                                    Initial DIP Facility within 45 days of the
                                    Interim Order, which final order shall have
                                    become final and nonappealable.

                           3.       The occurrence of any event of default under
                                    the Foothill Facility or CSFB Warehouse
                                    Facility which remains uncured after 5
                                    Business Days.

                           4.       The Borrowers or a wholly owned affiliate
                                    cease to be the servicer under each of the
                                    securitization trusts for which Servicing
                                    Advance Receivables are outstanding.

                           5.       The cessation of any material business
                                    operation of the Borrowers.

Governing Law:          New York law shall govern the Initial DIP Facility.

Expenses and
Indemnification:        The Borrowers will reimburse the DIP Lender for its
                        reasonable out-of-pocket costs and expenses (including
                        reasonable attorneys' fees and expenses) incurred in
                        connection with the diligence, documentation, execution,
                        monitoring and enforcement of the Initial DIP Facility
                        and in connection with the diligence and documentation
                        of the Permanent DIP Facility, including without
                        limitation real estate appraisals and inventory
                        verification and analysis whether or not the Permanent
                        DIP Facility is executed and whether or not the DIP
                        Lender provides the Commitment. Indemnification
                        provisions customary for DIP transactions will be
                        provided in the Initial DIP Facility.
<PAGE>
II.      PERMANENT DIP FACILITY

Borrowers:              Oakwood Homes Corporation and its affiliates which
                        are "debtors" under Chapter 11 of the Bankruptcy Code
                        in the United States Bankruptcy Court for the
                        District of Delaware (the "BANKRUPTCY COURT"). Each
                        Borrower shall be joint and several co-obligors with
                        respect to the Permanent DIP Facility.

Debtors:                Same as Borrowers.

Permanent DIP Facility: $215,000,000 credit facility (the "PERMANENT DIP
                        FACILITY" or the "FACILITY"), consisting of two tranches
                        as follows:

                        -     TRANCHE A SUBFACILITY: $125,000,000 revolving
                              credit facility for general corporate purposes
                              (consistent with 12-month operating budget (the
                              "BUDGET") to be agreed between the Borrowers and
                              the DIP Lender), with an additional $15,000,000
                              available for up to 30 consecutive days in any
                              calendar quarter, subject to satisfaction of the
                              Tranche A Borrowing Base.

                        -     TRANCHE B SUBFACILITY: $75,000,000 revolving
                              structured financing vehicle for the funding of
                              P&I Advances.

Maximum Credit:         $215,000,000, the sum of the Tranche A Subfacility and
                        the Tranche B Subfacility.

DIP Lender:             Greenwich Capital Financial Products, Inc., Ranch
                        Capital LLC and Berkshire Hathaway Inc., as co-lenders
                        (collectively, the "DIP LENDER"), provided that one or
                        more of the co-lenders may instead act as participants
                        in the Permanent DIP Facility.

Agent:                  Greenwich Capital Financial Products, Inc.

Term:                   All commitments of the DIP Lender under the Facility
                        shall terminate and all advances outstanding under the
                        Facility shall be due and payable at the earliest of:
                        (i) the date which is 11 months after the date the
                        Debtors filed their petitions for relief under Chapter
                        11 of the Bankruptcy Code; (ii) the consummation of any
                        sale pursuant to Section 363 of the Bankruptcy Code of
                        all or substantially all of Debtors' assets; (iii) the
                        effective date of any plan of reorganization; (iv)
                        conversion of any of the Debtors' bankruptcy cases to a
                        case under Chapter 7 of the Bankruptcy Code; (v)
                        dismissal of any of the Debtors' bankruptcy cases; or
                        (vi) the occurrence of an event of default under the
                        Facility (in either case, the "MATURITY DATE").

Interest Rate:          One-month LIBOR plus 5.0% per annum subject to
                        a floor of (a) 9.5% per annum on Tranche A advances
                        outstanding and (b) 7.5% per annum on Tranche B
                        advances outstanding, payable monthly in arrears on
                        the 5th Business Day of the month.

Default Rate:           Upon the occurrence of an Event of Default, the Interest
                        Rate shall be increased by 200 basis points.
<PAGE>
Facility Fee:           The DIP Lender will be entitled to receive as
                        compensation for the Permanent DIP Facility, (a) 2%
                        of the Maximum Credit payable upon approval of the
                        Facility by the Bankruptcy Court less the $1,000,000
                        Facility Fee paid under the Initial DIP Facility and
                        (b) 2% of the Maximum Credit payable at the Maturity
                        Date.

Letter of Credit Fee:   5.0% per annum

Nonusage Fee:           0.50% per annum on daily average unused amount of
                        Tranche A payable monthly in arrears

Use of Asset
Disposition Proceeds:   So long as no Event of Default or material default has
                        occurred under the Facility, net aggregate cash proceeds
                        up to $38,000,000 from any sales of or recoveries on
                        assets not included in the Borrowing Base may be applied
                        by the Borrowers for general corporate purposes.

Collateral:             All indebtedness and obligations under the Facility will
                        be secured by security interests and liens granted
                        pursuant to Section 364(c) and (d) of the Bankruptcy
                        Code (the "PRIORITY LIEN"), with priority over all valid
                        and perfected existing and future security interests,
                        liens, claims and encumbrances, in and on all real and
                        personal property, tangible or intangible assets,
                        including all bank accounts, deposits and cash, wherever
                        located, whether now existing or hereafter acquired of
                        the Debtors, the Debtors' bankruptcy estates and the
                        subsidiaries and affiliates of the Debtor (the
                        "COLLATERAL") and all proceeds, products, rents,
                        revenues and profits of the Collateral (exclusive of any
                        avoidance actions available to the bankruptcy estates of
                        the Debtors pursuant to Sections 544, 545, 547, 548,
                        549, 550, 553(b) or 724(a) of the Bankruptcy Code),
                        subject only to (a) the Carve-Out (as defined below),
                        (b) liens on inventory owned by Suburban and New
                        Dimension Homes, Inc. securing Indebtedness to their
                        respective floor plan lenders in an aggregate
                        outstanding amount not exceeding $10,000,000, and (c)
                        Liens on the IRB Properties securing the IRBs issued
                        prior to the petition date. In addition, to the extent
                        of the outstanding obligations of the Borrowers under
                        the Facility, the DIP Lenders shall be granted
                        superpriority claims over all other claims against the
                        Debtors other than the Carve-Out (as defined below).
                        Notwithstanding the foregoing, the Collateral shall not
                        include Debtors' "raw materials".

                        No costs or expenses of administration shall be imposed
                        against the Collateral under Section 506(c) of the
                        Bankruptcy Code other than the Carve-Out (as defined
                        below).

                        The Tranche A Subfacility and the Tranche B Subfacility
                        will be cross-collateralized and cross-defaulted.

Carve-Out:              Professionals fees not to exceed an agreed limit,
                        provided however, that the Carve-Out shall not limit the
                        fees payable to the U.S. Trustee in the Chapter 11 Case
                        pursuant to the Bankruptcy Code, 28 U.S.C. Section 1930,
                        or other similar statute mandating payment of U.S.
                        Trustee fees.

Tranche A
Borrowing Base:         The Borrowing Base assets and indicative Borrowing Base
                        value of such assets for the Tranche A Subfacility
                        (based on September 30, 2002 balance sheet) are as
<PAGE>
                        follows (all amounts are approximate):

<TABLE>
<S>                     <C>   <C>                                                     <C>
                        -     Eligible Inventory (based on market experience or       $60 million
                              as provided in the Foothill Facility):

                        -     Eligible Accounts (as provided in the Foothill
                              Facility):                                              $10 million

                        -     Retained subordinate bonds from the Borrower's          $5  million
                              securitizations at approximately 67% of
                              DIP Lenders valuation:

                        -     Haircut value of $150,000,000 CSFB Warehouse            $7.5 million
                              Facility at approximately 50% of the portion of
                              such haircut which would  be realized
                              in cash proceeds based on the Borrowers' most
                              recent securitization cash execution:

                        -     Existing Servicing Advance Receivables                  $40 million
                              (methodology and analysis not yet
                              finalized; however, Borrowing Base expected to be
                              approximately 50% of face amount of advances
                              projected to be collectible):

*                        -     Eligible Advances made post-petition                   $2.5 million
                              (approximately 75% of face):                            initially


                        -     Real Estate (based on 50% quick-sale appraisal in       $25 million
                              the case of corporate headquarters and 25% of
                              quick-sale appraisal in the case of
                              any other real estate parcel with a quick-sale
                              appraised value over $1 million, subject to a
                              maximum aggregate of $25 million):

                        -     Real Estate (based on 80% of executed contract of       TBD
                              sale purchase price with no due diligence
                              condition and nonrefundable deposit of at least
                              5%):

Tranche B
Borrowing Base:         1999-B Series and Earlier Loan-Level P&I Advances:            90%
                        1999-C Series and Later Pool-Level P&I Advances:              99%
</TABLE>

                        The Tranche B Subfacility will use or be based on
                        existing Prudential Facility structure (including $2
                        million reserve) for Pool-Level P&I Advances and a
                        separate but similar structure for Loan-Level P&I
                        Advances (until the Prudential Facility can be expanded
                        to accommodate Loan-Level P&I Advances).

                        The pool factor for any series must be 20% or greater
                        and loans delinquent greater than 30 days in any series
                        must not constitute more than 40% by principal balance
                        of the remaining loans in such series.

Conditions Precedent:   Standard for DIP loans and including the following
                        additional conditions precedent:
<PAGE>
                        1.    Entry of an order of the Bankruptcy Court
                              approving the Facility, in form and substance
                              acceptable to the DIP Lender, which order shall
                              have become final and nonappealable.

                        2.    Continuation of the CSFB Warehouse Facility on
                              substantially the pre-petition terms of such
                              facility with such modifications as are approved
                              by the DIP Lender.

                        3.    Completion of diligence by Lender to Lender's sole
                              satisfaction.

                        4.    Approval of The Royal Bank of Scotland Group
                              Credit Committee.

Representation  &
Warranties:             Customary for transactions of this nature, including the
                        following additional representations and warranties:

                        1.    Servicing Advance Receivables, in the aggregate
                              amount of at least $90,000,000, qualify as "P&I
                              Advances", "Escrow Advances", "Servicing Advances"
                              or "Liquidation Expenses" under the relevant
                              securitization documents and the Borrowers have no
                              reason to believe that the foregoing do not
                              qualify for reimbursement under the terms of the
                              related securitization documentation.

                        2.    Servicing Advance Receivables in the aggregate
                              amount of at least $90,000,000 are outstanding and
                              have not been reimbursed to Borrowers or any of
                              their affiliates.

                        3.    Other representations and warranties regarding the
                              Collateral reasonably requested by the DIP Lender.

Affirmative Covenants:  Standard for DIP loans, including:

                        1.    Monthly and weekly reporting requirements as
                              determined by the DIP Lender.

                        2.    Reporting on usage of CSFB Warehouse Facility.

                        3.    Borrower will seek reimbursement of Servicing
                              Advances consistent with past practices.

                        4.    Borrower will seek reimbursement of Servicing
                              Advances promptly upon becoming so entitled under
                              the relevant securitization documentation.

                        5.    Borrower will use its reasonable best efforts to
                              satisfy the conditions precedent to obtain
                              approval of the Permanent Facility by December 19,
                              2002.

                        6.    The Borrowers shall at all times on a consolidated
                              basis maintain liquidity (cash and cash
                              equivalents and undrawn committed amounts
                              available under
<PAGE>
                              the Facility or the CSFB Warehouse Facility) of at
                              least $5,000,000.

                        7.    Sell or securitize at least $150,000,000 in whole
                              loans by December 31, 2002 with cash proceeds of
                              at least 90%. Following January 31, 2003 whole
                              loan sales must net cash proceeds of at least 95%.
                              Whole loan sales or securitizations provided for
                              in the Budget must occur within 30 days of the
                              date budgeted and must be in an amount equal to
                              the lesser of $100,000,000 or 80% of the
                              Borrowers' unsecuritized whole loans.

                        8.    Continued retention of restructuring advisory
                              professionals.

                        9.    File disclosure statement and plan of
                              reorganization by January 15, 2003; obtain order
                              of the Bankruptcy Court approving disclosure
                              statement by February 28, 2003; obtain order of
                              the Bankruptcy Court confirming plan of
                              reorganization by May 15, 2003, which order shall
                              have become final and nonappealable; provided that
                              a breach of any of the foregoing covenants shall
                              not become an Event of Default unless all of the
                              DIP Lenders so agree.

                        10.   Obtain an order of the Bankruptcy Court approving
                              disclosure statement by August 31, 2003, which
                              order shall have become final and nonappealable.

                        11.   Modifications to servicing fee provisions of
                              Pooling & Servicing Agreements to be discussed.

                        11.   Oakwood Acceptance Corp. (or an affiliate approved
                              by the DIP Lender) shall at all times be the
                              servicer of the loans relating to the Servicing
                              Advance Receivables and shall perform its
                              obligations in accordance with the related Pooling
                              and Servicing Agreements.

                        12.   The Borrowers shall file a federal tax refund
                              claim in the amount of at least $26,000,000 by
                              December 30, 2002 and shall receive such refund no
                              later than March 15, 2002.

                        13.   In the event a Borrowing Base deficiency exists on
                              any date of computation, the Borrowers shall
                              within one Business Day of receipt of notice repay
                              the Facility in the amount of such deficiency.

                        14.   Operating performance and liquidity of the
                              Borrowers shall not vary materially adversely from
                              the Budget.

Negative Covenants:     Standard for DIP loans, including the following
                        additional covenants:

                        1.    Without DIP Lender consent no material adverse
                              change to the rights of the servicer under the
                              Pooling and Servicing Agreements relating to the
                              securitization trusts for which any of the
                              Borrowers is the servicer.

                        2.    The filing by the Borrowers of a disclosure
                              statement or plan of reorganization incorporating
                              terms materially different than the restructuring
                              outline disclosed publicly by the Borrowers on
                              November 15, 2002 and filed on Form 8-K on
                              November 18, 2002; provided that a breach of the
                              foregoing covenant shall not
<PAGE>
                              become an Event of Default unless both GCFP and
                              Berkshire agree.

Events of Default:      Standard for DIP loans and including the following
                        additional Events of Default:

                        1.    The sale or other transfer of Borrowers' servicing
                              rights to a third party without such third party
                              purchasing all Servicing Advance Receivables
                              relating to such servicing rights at a cash price
                              equal to the greater of the Borrowing Base
                              attribute to such receivables and 75% of face
                              amount.

                        2.    The occurrence of any event of default under the
                              CSFB Warehouse Facility, the suspension of funding
                              thereunder by CSFB or a material reduction of the
                              committed credit amount.

                        3.    Oakwood Acceptance Corp. or a wholly owned
                              affiliate approved by the DIP Lender ceases to be
                              the servicer under each of the securitization
                              trusts for which Servicing Advance Receivables are
                              outstanding.

                        4.    The cessation of material business operations of
                              the Borrowers.


Cash Sweep:             All unrestricted cash of the Borrowers in excess of $5
                        million will be swept monthly to repay Tranche A
                        Advances but such repayment will not reduce the Tranche
                        A Borrowing Base unless such cash represents proceeds of
                        Borrowing Base Assets. Upon an Event of Default the DIP
                        Lender may sweep unrestricted cash in repayment of the
                        DIP obligations.

Asset Sales or
Recoveries:             So long as no Event of Default has occurred under the
                        Facility, net cash proceeds in the aggregate amount of
                        $38,000,000 realized from any asset other than assets
                        included in the Borrowing Base ("BORROWING BASE ASSETS")
                        may be retained by the Borrowers for working capital
                        needs.

Governing Law:          New York law shall govern the Initial Facility.

Expenses and
Indemnification:        The Borrowers will reimburse the DIP Lender for its
                        reasonable out-of-pocket costs and expenses (including
                        reasonable attorneys' fees and expenses) incurred in
                        connection with the diligence, documentation, execution,
                        monitoring and enforcement of the Permanent DIP
                        Facility, including without limitation real estate
                        appraisals and inventory verification and analysis.
                        Indemnification provisions customary for DIP
                        transactions will be provided in the Permanent DIP
                        Facility.