EXHIBIT 4.1



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                        OAKWOOD MORTGAGE INVESTORS, INC.,

                         OAKWOOD ACCEPTANCE CORPORATION


                                       AND


              CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION,
                                     TRUSTEE


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                  SERIES 2000-B POOLING AND SERVICING AGREEMENT

                            Dated as of June 1, 2000


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                        OAKWOOD MORTGAGE INVESTORS, INC.

                               SENIOR/SUBORDINATED

                    PASS-THROUGH CERTIFICATES, SERIES 2000-B

                   ===========================================
         THIS SERIES 2000-B POOLING AND SERVICING AGREEMENT, dated as of June 1,
2000, is made with respect to the formation of OMI Trust 2000-B (the "Trust")
among
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OAKWOOD MORTGAGE INVESTORS, INC., a Nevada corporation ("OMI"), OAKWOOD
ACCEPTANCE CORPORATION, a North Carolina corporation ("OAC" and, in its capacity
as servicer, the "Servicer"), and CHASE MANHATTAN TRUST COMPANY, NATIONAL
ASSOCIATION, a national banking association, as trustee (the "Trustee"), under
this Agreement and the Standard Terms to Pooling and Servicing Agreement, May
1999 Edition (the "Standard Terms"), all the provisions of which are
incorporated herein as modified hereby and shall be a part of this Agreement as
if set forth herein in full (this Agreement with the Standard Terms so
incorporated, the "Pooling and Servicing Agreement"). Capitalized terms used and
not otherwise defined herein shall have the respective meanings given them in
the Standard Terms.


                              PRELIMINARY STATEMENT

         The Board of Directors of OMI has duly authorized the formation of the
Trust to issue a Series of Certificates with an aggregate initial principal
amount of $347,400,000, to be known as the Senior/Subordinated Pass-Through
Certificates, Series 2000-B (the "Certificates"). The Certificates consist of 6
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 and the Capitalized Interest Account), as two real estate
mortgage investment conduits (each, a "REMIC" and, individually, the "Pooling
REMIC" and the "Issuing REMIC") for federal income tax purposes. The Pooling
REMIC will consist of the Distribution Account and the Assets listed on the
Asset Schedules attached as Schedule I and Schedule II (as defined below)
hereto. The Issuing REMIC will consist of the four Subaccounts designated as
provided herein. The "startup day" of each REMIC for purposes of the REMIC
Provisions is the Closing Date.

                                GRANTING CLAUSES

         To provide for the distribution of the principal of and interest on the
Certificates in accordance with their terms, all of the sums distributable under
the Pooling and Servicing Agreement with respect to the Certificates and the
performance of the covenants contained in this Pooling and Servicing Agreement,
OMI hereby bargains, sells, conveys, assigns and transfers to the Trustee, in
trust and as provided in this Pooling and Servicing Agreement, without recourse
and for the exclusive benefit of the Holders of the Certificates, all of OMI's
right, title and interest in and to, and any and all benefits accruing to OMI
from, (a) the Contracts listed in Schedule IA 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 Oakwood Capital Corp. ("OCC") on or prior to the applicable Cut-off Date, and
Principal Prepayments, Net Insurance Proceeds, Net

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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 Certificate
Account or in the Distribution Account for the Certificates and all proceeds
thereof, whether in the form of cash, instruments, securities or other
properties; (d) any and all rights, privileges and benefits accruing to OMI
under the Sales Agreement and the Servicer's Representations and Warranties
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 and Warranties Agreement, but also hereby conveys its rights to
such indemnification to the Trustee as its assignee), including the rights and
remedies with respect to the enforcement of any and all representations,
warranties and covenants under such Sales Agreement; and (e) proceeds of all the
foregoing (including, but not by way of limitation, all proceeds of any Standard
Hazard Insurance Policy or FHA Insurance, or any other insurance policy relating
to any of the Assets, cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment
of any and every kind, and other forms of obligations and receivables that at
any time constitute all or part or are included in the proceeds of any of the
foregoing) to make distributions on the Certificates as specified herein (the
items referred to in clauses (a) through (e) above shall be collectively
referred to herein as the "Trust Estate").

         The Trustee acknowledges the foregoing, accepts the trusts hereunder in
accordance with the provisions hereof and the Standard Terms and agrees to
perform the duties herein or therein required to the best of its ability to the
end that the interests of the Holders of the Certificates may be adequately and
effectively protected.

Section 1.        Standard Terms.

         OMI, the Servicer and the Trustee acknowledge that the Standard Terms
prescribe certain obligations of OMI, the Servicer and the Trustee with respect
to the Certificates. OMI, the Servicer and the Trustee agree to observe and
perform such prescribed duties, responsibilities and obligations, and
acknowledge that, except to the extent inconsistent with the provisions of this
Pooling and Servicing Agreement, the Standard Terms are and shall be a part of
this Pooling and Servicing Agreement to the same extent as if set forth herein
in full.

Section 2.        Defined Terms.

         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 June 1, 2000.

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         "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.

         "Adjusted Subaccount Principal Balance": With respect to each of the
Corresponding Subaccounts relating to the Subordinated Certificates, on any date
of determination, its Subaccount Principal Balance immediately following the
most recently preceding Distribution Date reduced by all Writedown Amounts
allocated to such Subaccount on such Distribution Date.

         "Average Sixty-Day Delinquency Ratio": With respect to any Distribution
Date, the arithmetic average of the Sixty-Day Delinquency Ratios for such
Distribution Date and the two preceding Distribution Dates. The "Sixty-Day
Delinquency Ratio" for a Distribution Date is the percentage derived from the
fraction, the numerator of which is the aggregate Scheduled Principal Balance
(as of the end of the preceding Prepayment Period) of all Assets (including
Assets in respect of which the related Manufactured Home, Real Property or
Mortgage Property has been repossessed or foreclosed upon but not yet disposed
of) as to which a Monthly Payment thereon is delinquent 60 days or more as of
the end of the related Prepayment Period, and the denominator of which is the
Pool Scheduled Principal Balance for such Distribution Date.

         "Book-Entry Certificates": The Class A, Class M and Class B
Certificates.

         "Call Option Date": The Distribution Date on which, after taking into
account distributions of principal to be made on such Distribution Date, the
aggregate Certificate Principal Balance of the Certificates is less than 10% of
the sum of the original Certificate Principal Balance of the Certificates.

         "Capitalized Interest Amount": $1,128,858, as adjusted from time to
time pursuant to Section 6 hereof.

         "Capitalized Interest Account": The account so designated and
established pursuant to Section 6 hereof.

         "Capitalized Interest Account Distribution Date": Any or all, as
appropriate, of the Distribution Dates occurring in July, 2000, August, 2000 and
September, 2000.

         "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
(a) the Available Distribution Amount for such Distribution Date (calculated
without reference to the Capitalized Interest Account Withdrawal Amount for
purposes hereof), and (b) the amount necessary to make all distributions
required under Section 5(a)(i)-(iv) and Section 5(b)(i)-(iv) herein.

         "Carryover Interest Distribution Amount": With respect to each Class of
Certificates, except the Class X Certificates and the Residual Certificates, and
each Distribution Date, all

                                      S-4
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amounts that were distributable on such Class as Interest Distribution Amounts
and as Carryover Interest Distribution Amounts on the previous Distribution Date
but not previously distributed, together with interest accrued on such amount at
the Pass-Through Rate in effect for such Class during the related Interest
Accrual Period. With respect to each Subaccount on each Distribution Date, all
amounts that were allocable to such Subaccount as Priority Interest Distribution
Amounts and as Carryover Interest Distribution Amounts on the previous
Distribution Date but not previously distributed, together with interest accrued
on any such amount at the Pass-Through Rate in effect for the Corresponding
Certificates with respect to such Subaccount during the related Interest Accrual
Period.

         "Carryover Non-Priority Interest Distribution Amount": For any
Subaccount, on any Distribution Date, all amounts that were distributable on
such Subaccount as Non-Priority Interest Distribution Amounts on previous
Distribution Dates that remain unpaid.

         "Carryover Writedown Interest Distribution Amount": With respect to
each Distribution Date and each related Class or Subaccount, all amounts that
were distributable on such Class or Subaccount as Writedown Interest
Distribution Amounts and Carryover Writedown Interest Distribution Amounts on
the previous Distribution Date but not previously distributed, plus interest
accrued on any such amount during the related Interest Accrual Period at the
then applicable Pass-Through Rate.

         "Class A Certificates":  The Class A-1 Certificates.

         "Class A Percentage": With respect to each Distribution Date, the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the Certificate Principal Balance of the Class A
Certificates immediately prior to such Distribution Date and the denominator of
which is the Pool Scheduled Principal Balance of the Assets immediately prior to
such Distribution Date.

         "Class A Principal Distribution Amount": For any Distribution Date,
will equal (i) prior to the Cross-over Date, the entire Principal Distribution
Amount (ii) on any Distribution Date as to which the Principal Distribution
Tests are not met, the entire Principal Distribution Amount, or (iii) on any
other Distribution Date, the 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":  The Class A-1 Subaccount.

         "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.

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         "Class B-1 Percentage": With respect to each Distribution Date, the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the Adjusted Certificate Principal Balance of the Class
B-1 Certificates immediately prior to such Distribution Date and the denominator
of which is the Pool Scheduled Principal Balance of Assets immediately prior to
such Distribution Date.

         "Class B-1 Principal Distribution Amount": For any Distribution Date
will equal (i) as long as the Class A-1 Certificate Principal Balance 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 B-1 Percentage of the Principal Distribution Amount, in any case 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 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 Floor Amount": With respect to any Distribution Date, either
(a) 1.50% of the aggregate principal balance 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 and the Class B-1 Certificate
Principal Balance have not been reduced to zero immediately prior to such
Distribution Date, and (b) zero, if the Class A-1 Certificate Principal Balance,
the Class M-1 Certificate Principal Balance, and the Class B-1 Certificate
Principal Balance have been reduced to zero immediately 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 Pool Scheduled Principal
Balance of Assets immediately prior to such Distribution Date.

         "Class B-2 Principal Distribution Amount": For any Distribution Date
will equal (i) as long as the Class A-1 Certificate Principal Balance, the Class
M-1 Certificate Principal Balance, and the Class B-1 Certificate Principal
Balance have not been reduced to zero, 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
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, and the

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Class B-1 Certificate Principal Balance each have been reduced to zero, the
Principal Distribution Amount, or (iv) on any other Distribution Date, the Class
B-2 Percentage of the Principal Distribution Amount. If the Class A-1
Certificate Principal Balance, the Class M-1 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-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. 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. If the Class A-1 Certificate Principal Balance, the Class M-1 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-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":  The Class M-1 Subaccount.

         "Class M-1 Percentage": With respect to any Distribution Date, the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the Class M-1 Adjusted Certificate Principal Balance
immediately prior to such Distribution Date and the denominator of which is the
Pool Scheduled Principal Balance of the Assets immediately prior to such
Distribution Date.

         "Class M-1 Principal Distribution Amount": For any Distribution Date
will equal (i) as long as the Class A-1 Certificate Principal Balance 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 the last sentence 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 B-1 Principal Distribution Amount.

         "Class R Certificates": The Class R Certificates, which represent
beneficial ownership of both the Pooling REMIC Residual Interest and the Issuing
REMIC Residual Interest.

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         "Class R-1 Certificates": Following the division of the Class R
Certificates into two separately transferable, certificated and fully registered
certificates in accordance with Section 12(b) hereof, the Class R-1
Certificates, which will represent the Issuing REMIC Residual Interest.

         "Class R-2 Certificates": Following the division of the Class R
Certificates into two separately transferable, certificated and fully registered
certificates in accordance with 12(b) hereof, the Class R-2 Certificates, which
will represent the Pooling REMIC Residual Interest.

         "Class X Carryover Strip Amount": With respect to the Class X
Certificates on each Distribution Date, all amounts that were distributable on
such Class as Class X Strip Amounts on previous Distribution Dates that remain
unpaid.

         "Class X Certificates": The Class X Certificates created pursuant to
Section 3 hereof.

         "Class X Strip Amount": With respect to any Distribution Date, 30 days'
interest on the Subaccount Principal Balance of the Class A, Class M and Class B
Subaccounts, at a rate equal to the positive difference, if any, between the
Weighted Average Net Asset Rate and the weighted average of the Pass-Through
Rates on the Class A, Class M and Class B Subaccounts. Solely for the purposes
of those calculations, the Pass-Through Rates of the Class A, Class M and Class
B Subaccounts shall be the Pass-Through Rates on the respective Corresponding
Certificates.

         "Closing Date":  June 29, 2000.

         "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.

         "Cross-over Date": The later to occur of (a) the Distribution Date
occurring in January 2005 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 2.03
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 June 1, 2000 and the denominator of which is
the Pool Scheduled Principal Balance as of June 1, 2000.

         "Cumulative Realized Losses": With respect to any Distribution Date,
the aggregate Realized Losses incurred on the Assets during the period from June
1, 2000 through the end of the related Prepayment Period.

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         "Current Overcollateralization Amount": As of any Distribution Date,
the positive difference, if any, between the Scheduled Principal Balance of the
Assets and the Certificate Principal Balance of all then outstanding Classes of
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 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, June 1, 2000, and
with respect to the Subsequent Assets, the date such subsequent assets are
transferred to the Trust.

         "ERISA Restricted Certificates": The Class M-1, Class B-1, Class B-2,
Class X and Class R Certificates.

         "Excess Subaccount Principal Balance": With respect to each Subaccount,
the excess, if any, of the Subaccount Principal Balance over the Certificate
Principal Balance of the Corresponding Certificates.

         "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 Deficiency Amount": With respect to the Class M-1
Certificates, Class B-1 Certificates or the Class B-2 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 Sections 5(a) hereof.

         "Interest Deficiency Withdrawal": With respect to any Distribution Date
and the:

                  (i) Class M-1 Certificates, the lesser of (A) the applicable
Interest Deficiency Amount, (B) the positive difference, if any, between
$470,880.00 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 after withdrawal of the Remittance Amount and
amounts withdrawn therefrom pursuant to Section 4.03(1) through (4) of the
Standard Terms;

                  (ii) Class B-1 Certificates, the lesser of (A) the applicable
Interest Deficiency Amount, (B) the positive difference, if any, between
$432,337.50 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 after withdrawal of the Remittance

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Amount and amounts withdrawn therefrom pursuant to Section 4.03(1) through (4)
of the Standard Terms.

                  (iii) Class B-2 Certificates, the lesser of (A) the applicable
Interest Deficiency Amount, (B) the positive difference, if any, between
$344,250.00 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 after withdrawal of the Remittance Amount and
amounts withdrawn therefrom pursuant to Section 4.03(1) through (4) of the
Standard Terms.

         "Interest Distribution Amount": On each Distribution Date, an amount
equal to interest accrued at the applicable Pass-Through Rate for the related
Interest Accrual Period on (i) in the case of each Class of the Class A
Certificates or the Class A Subaccounts, the Certificate Principal Balance of
such Class or the Subaccount Principal Balance of such Subaccount, respectively,
immediately prior to that Distribution Date and (ii) in the case of the
Subordinated Certificates or the Corresponding Subaccounts, on the Adjusted
Certificate Principal Balance of such Class or the Subaccount Principal Balance
of such Subaccount, respectively, immediately prior to that Distribution Date.

         "Issuing REMIC":  The Trust REMIC consisting of the Subaccounts.

         "Issuing REMIC Residual Interest": The residual interest (as defined in
Code section 860G(a)(2)) in the Issuing REMIC.

         "London Banking Day": Any day on which commercial banks and foreign
exchange markets settle payments in London and New York City.

         "Non-Priority Interest Distribution Amount": For any Subaccount, on any
Distribution Date, an amount equal to the positive difference, if any, between
(i) the related Interest Distribution Amount for such Subaccount and (ii) the
related Priority Interest Distribution Amount for such Subaccount.

         "Notional Principal Balance": The Notional Principal Balance of the
Class X Certificates on any date shall equal the sum of all of the Subaccount
Principal Balances on such date.

         "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
hereof. With respect to any Subaccount on any Distribution Date, the then
applicable Weighted Average Net Asset Rate.

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         "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":  $85,907,373, as reduced from time to time.

         "Pre-Funding Account": The account so designated and established
pursuant to Section 8 hereof.

         "Pre-Funding Period": The period beginning on the Closing Date and
ending on the close of business on September 26, 2000.

         "Principal Distribution Shortfall Carryover Amount": With respect to
each Distribution Date and each Class of Certificates, an amount equal to all
Principal Distribution Amounts distributable on such Class from previous
Distribution Dates that have not yet been distributed on such Class of
Certificates. With respect to each Distribution Date and each Corresponding
Subaccount, an amount equal to all Principal Distribution Amounts distributable
on the Corresponding Certificates from previous Distribution Dates that have not
yet been distributed on such Corresponding Certificates.

         "Principal Distribution Tests": With respect to each Distribution Date:
(a) the Average Sixty-Day Delinquency Ratio as of such Distribution Date does
not exceed 5.5%; (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
         ------------------                                    ----------

         January 2005 through June 2006                            7%

         July 2006 through June 2007                               8%

         July 2007 through December 2008                          9.5%

         January 2008 and after                                   10.5%

; and (c) the Current Realized Loss Ratio as of such Distribution Date does not
exceed 3.00%.

         "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 Certificates, Class X
Certificates and Residual Certificates.

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         "Qualified Bidders": Firms and institutions that are engaged in the
business of buying and selling manufactured housing paper.

         "Rating Agency": Each of Standard & Poor's, a division of The
McGraw-Hill Companies, Inc. (55 Water Street, New York, New York 10041), and
Fitch IBCA, Inc. (One State Street, New York, New York 10004).

         "Regular Certificates": The Class A Certificates, Class M Certificates,
Class B Certificates and Class X Certificates.

         "Residual Certificates": The Class R Certificates or, following the
division of the Class R Certificates into two separately transferable,
certificated and fully registered certificates in accordance with Section 12(b)
hereof, the Class R-1 Certificates and Class R-2 Certificates.

         "Rule 144A Certificates": The Class B-2, Class X and Residual
Certificates.

         "Seller":  Oakwood Capital Corp., a Nevada corporation.

         "Servicer's Representations and Warranties Agreement": The Servicer's
Representations and Warranties Agreement, dated as of June 1, 2000, by and
between OMI and OAC.

         "Servicing Fee Rate":  1.00% per annum.

         "Subaccount": Each of the following four subaccounts established solely
for purposes of the REMIC Provisions by the Trustee, which have the Pass-Through
Rates and initial Subaccount Principal Balances set forth below:

                                                                 Initial
                                                                Subaccount
         Subaccount           Pass-Through Rate             Principal Balance
         ----------           -----------------             -----------------

            A-1                     (1)                       $290,700,000
            M-1                     (1)                       $21,600,000
            B-1                     (1)                       $18,900,000
            B-2                     (1)                       $16,200,000

                  (1) The Pass-Through Rate on each Subaccount for any
         Distribution Date shall be equal to the Weighted Average Net Asset
         Rate.


                                      S-12
<PAGE>

        The Final Scheduled Distribution Date for each Subaccount is as follows:

                                              Final Scheduled
          Subaccount                        Distribution Dates
          ----------                        ------------------

             A-1                             February 15, 2030
             M-1                              August 15, 2030
             B-1                              August 15, 2030
             B-2                              August 15, 2030


For purposes of Treasury Regulation ss.1.860G-1(a)(4), the latest possible
maturity date for each of the Subaccounts shall be its final Scheduled
Distribution Date as set forth above.

         "Subaccount Principal Balance": With respect to each Subaccount, on any
date of determination, the amount identified as the "Initial Subaccount
Principal Balance" of such Subaccount in the definition of "Subaccount" above,
minus all amounts allocated to such Subaccount in reduction of its Subaccount
Principal Balance pursuant to Sections 5(a) and 7 hereof.

         "Subordinated Certificates": The Class M-1, Class B-1, Class B-2, Class
X and Residual Certificates.

         "Subsequent Assets": The Assets identified on Schedule II hereto.

         "Subsequent Transfer Date": The date on which Subsequent Assets are
transferred to the Trust pursuant to the Sales Agreement.

         "Target Overcollaterization Amount": With respect to (i) any
Distribution Date prior to the Cross-over Date, shall equal 6.50% of the
Scheduled Principal Balance of the Assets as of June 1, 2000, and (ii) for any
other Distribution Date, shall equal the lesser of (x) 6.50% of the Scheduled
Principal Balance of the Assets as of June 1, 2000, and (y) 11.375% of the then
current Pool Scheduled Principal Balance of the Assets; provided, however, that
in no event shall the Target Overcollateralization Amount be less than 0.50% of
the Scheduled Principal Balance of the Assets as of June 1, 2000.

         "Total Floor Amount": With respect to any Distribution Date, either (a)
2.0% of the aggregate Pool Scheduled Principal Balance as of June 1, 2000, if
the Class A-1 Certificate Principal Balance, the Class M-1 Certificate Principal
Balance, and the Class B-1 Certificate Principal Balance have not been reduced
to zero immediately prior to such Distribution Date, and the sum of the Current
Overcollateralization Amount and the Class B-2 Floor Amount is less than 2.00%
of the Pool Scheduled Principal Balance as of June 1, 2000 or (b) zero, in any
other case.

         "Trustee": Chase Manhattan Trust Company, National Association, 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 Global Trust, One Liberty

                                      S-13
<PAGE>

Place, Suite 5210, 1650 Market Street, Philadelphia, PA 19103, Attn: OMI Trust
2000-B (the "Corporate Trust Office"), or its successor in interest.

         "Trust REMIC":  Each of the Pooling REMIC and the Issuing REMIC.

         "Underwriters": Banc of America Securities LLC (whose address is 100
North Tryon Street, Charlotte, North Carolina 28255), Banc One Capital Markets,
Inc. (whose address is One Bank One Plaza, Chicago, Illinois 60670), and Credit
Suisse First Boston Corporation (whose address is 11 Madison Avenue, New York,
New York 10010).

         "Weighted Average Net Asset Rate": With respect to any Distribution
Date, the weighted average of the Asset Rates applicable to the Monthly Payments
that were due during the related Collection Period on Assets that were
Outstanding at the beginning of the related Prepayment Period, less the
Servicing Fee Rate.

         "Writedown Amount": With respect to each Distribution Date, the amount,
if any, by which (i) the aggregate Certificate Principal Balance of all the
Certificates, after all distributions have been made on the Certificates on such
Distribution Date pursuant to Section 5(b) hereof, exceeds (ii) the Pool
Scheduled Principal Balance of the Assets for the next Distribution Date.

         "Writedown Interest Distribution Amount": With respect to each
Distribution Date and each Class of Subordinated Certificates, interest accrued
during the related Interest Accrual Period at the applicable Pass-Through Rate
on any related Writedown Amount. With respect to each Distribution Date and each
Corresponding Subaccount, interest accrued during the related Interest Accrual
Period on any related Writedown Amount at the Pass-Through Rate applicable to
the Corresponding Certificates.

Section 3.        Certificates.

         The aggregate initial principal amount of Certificates that may be
executed and delivered under this Pooling and Servicing Agreement is limited to
$347,400,000, 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 eleven Classes having the designations, initial Certificate Principal
Balances, Pass-Through Rates and Final Scheduled Distribution Dates set forth or
described below:

                                      S-14
<PAGE>

<TABLE>
<CAPTION>
                      Initial Certificate       Pass Through       Final Scheduled
    Designation       Principal Balance             Rate          Distribution Dates
    -----------       -------------------       ------------      ------------------
<S>                      <C>                         <C>                    <C> <C>
A-1                      $290,700,000                (1)           February 15, 2030
M-1                      $ 21,600,000                (2)            August 15, 2030
B-1                      $ 18,900,000                (3)            August 15, 2030
B-2                      $ 16,200,000                (4)            August 15, 2030
X                             (5)                    (5)            August 15, 2030
R                             (6)                    (6)            August 15, 2030
</TABLE>

         (1) The Pass-Through Rate on the Class A-1 Certificates for any
         Distribution Date shall be equal to the lesser of (i) 8.150% per annum
         and (ii) the Weighted Average Net Asset Rate of the Assets.

         (2) The Pass-Through Rate on the Class M-1 Certificates for any
         Distribution Date shall be equal to the lesser of (i) 8.720% per annum
         and (ii) the Weighted Average Net Asset Rate of the Assets.

         (3) The Pass-Through Rate on the Class B-1 Certificates for any
         Distribution Date shall be equal to the lesser of (i) 9.150% per annum
         and (ii) the Weighted Average Net Asset Rate of the Assets.

         (4) The Pass-Through Rate on the Class B-2 Certificates for any
         Distribution Date shall be equal to the lesser of (i) 8.500% per annum
         and (ii) the Weighted Average Net Asset Rate of the Assets

         (5) 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.

         (6) The Class R Certificates shall have no Certificate Principal
         Balance and no Pass-Through Rate, and shall represent the residual
         interest in both the Pooling REMIC and the Issuing REMIC. Following the
         division of the Class R Certificates into two separately transferable,
         certificated and fully registered certificates in accordance with
         Section 12(b) hereof, the Class R-1 and Class R-2 Certificates shall
         have no Certificate Principal Balances and no Pass-Through Rates and
         shall represent the residual interest in the Issuing REMIC and the
         Pooling REMIC, respectively.

         (7) For purposes of Treasury Regulation ss.1.860G-1(a)(4), the latest
         possible maturity date of each Class of Certificates shall be the Final
         Scheduled Distribution Date.

Section 4.        Denominations.

         The Book-Entry Certificates will be registered as one or more
certificates in the name of the Clearing Agency or its nominee. Beneficial
interests in the Book-Entry Certificates will be held by the Beneficial Owners
through the book-entry facilities of the Clearing Agency, in minimum
denominations of $1,000 and integral multiples of $1 in excess thereof.

         The Class X Certificates and the Residual Certificates will be issued
in certificated, fully registered form. The Class X Certificates and the
Residual Certificates will be issued in minimum Percentage Interests equal to
10%.

                                      S-15
<PAGE>

Section 5.        Distributions.

         (a) On each Distribution Date, the Trustee (or the Paying Agent on
behalf of the Trustee) shall allocate the Available Distribution Amount to the
various Subaccounts, and, where applicable, OAC, to the extent of the amount
thereof remaining after application pursuant to clauses (1) through (4) of
Section 4.03 of the Standard Terms, in the following manner and in the following
order of priority:

         (i) First, to the Class A-1 Subaccount, (A) first, its Priority
         Interest Distribution Amount for such Distribution Date, and (B)
         second, the related Carryover Interest Distribution Amount for such
         Distribution Date, if any;

         (ii) Second, to the Class M-1 Subaccount, (A) first, the related
         Priority Interest Distribution Amount for such Distribution Date, and
         (B) second, any related Carryover Interest Distribution Amount for such
         Distribution Date;

         (iii) Third, to the Class 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;

         (iv) Fourth, 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;

         (v) Fifth, to the Class A-1 Subaccount, the related Principal
         Distribution Shortfall Carryover Amount for the Class A-1 Subaccount,
         if any, for such Distribution Date;

         (vi) Sixth, to the Class A-1 Subaccount, the Class A Principal
         Distribution Amount, in reduction of its Subaccount Principal Balance,
         until it has been reduced to zero.

         (vii) Seventh, to the Class M-1 Subaccount, (A) first, any related
         Writedown Interest Distribution Amount for such Distribution Date, (B)
         second, any related Carryover Writedown Interest Distribution Amount
         for such Distribution Date, (C) third, the related Principal
         Distribution Shortfall Carryover Amount for the Class M-1 Subaccount,
         if any, for such Distribution Date, and (D) fourth, the Class M-1
         Principal Distribution Amount, in reduction of the Subaccount Principal
         Balance of such Class, until the Class M-1 Certificate Principal
         Balance is reduced to zero;

         (viii) Eighth, to the Class B-1 Subaccount, (A) first, any related
         Writedown Interest Distribution Amount for such Distribution Date, (B)
         second, any related Carryover Writedown Interest Distribution Amount
         for such Distribution Date, (C) third, the related Principal
         Distribution Shortfall Carryover Amount for the Class B-1 Subaccount,
         if any, for such Distribution Date, and (D) fourth, the Class B-1
         Principal Distribution Amount, in reduction of the Subaccount Principal
         Balance of such Class, until the Class B-1 Certificate Principal
         Balance is reduced to zero;

                                      S-16
<PAGE>

         (ix) Ninth, to the Class B-2 Subaccount, (A) first, any related
         Writedown Interest Distribution Amount for such Distribution Date, (B)
         second, any related Carryover Writedown Interest Distribution Amount
         for such Distribution Date, (C) third, the related Principal
         Distribution Shortfall Carryover Amount for the Class B-2 Subaccount,
         if any, for such Distribution Date, and (D) fourth, the Class B-2
         Principal Distribution Amount, in reduction of the Subaccount Principal
         Balance of such Class, until the Class B-2 Certificate Principal
         Balance is reduced to zero;

         (x) Tenth, if Oakwood Acceptance Corporation is the Servicer, to the
         Servicer in the following order: first, the entire Servicing Fee with
         respect to the related Collection Period, and thereafter all Servicing
         Fees from previous Distribution Dates remaining unpaid;

         (xi) Eleventh, to each Subaccount, (i) first, its Carryover
         Non-Priority Interest Distribution Amount for such Distribution Date,
         (ii) second, its Non-Priority Interest Distribution Amount for such
         Distribution Date, and (iii) its remaining Subaccount Principal Balance
         in each case with the Available Distribution Amount being allocated
         among the Subaccounts pro rata based upon the total Excess Subaccount
         Principal Balance remaining to be paid with respect to each Subaccount;
         and

         (xii) Finally, any remainder to Holders of the Pooling REMIC Residual
         Interest.

         (b) On each Distribution Date, after all Subaccount allocations have
been made as described in Section 5(a) above and Section 7 below, the Trustee
(or the Paying Agent on behalf of the Trustee) shall withdraw all amounts
allocated to the various Subaccounts, and shall distribute such amounts in the
following manner and in the following order of priority:

         (i) First, to the Class A Certificates, (A) first, its Interest
         Distribution Amount for such Distribution Date, and (B) second, the
         related Carryover Interest Distribution Amount, if any, for such
         Distribution Date;

         (ii) Second, to the Class M-1 Certificates, (A) first, the related
         Interest Distribution Amount for such Distribution Date, and (B)
         second, any related Carryover Interest Distribution Amount for such
         Distribution Date;

         (iii) Third, to the Class 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;

         (iv) Fourth, 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;

         (v) Fifth, to the Class A Certificates, the related Principal
         Distribution Shortfall Carryover Amount for the Class A Certificates,
         if any, for such Distribution Date;

                                      S-17
<PAGE>

         (vi) Sixth, to the Class A Certificates, the Class A Principal
Distribution Amount, in reduction of the Certificate Principal Balance of such
Class, until it has been reduced to zero;

         (vii) Seventh, to the Class M-1 Certificates, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B) second,
any related Carryover Writedown Interest Distribution Amount for such
Distribution Date, (C) third, the related Principal Distribution Shortfall
Carryover Amount for the Class M-1 Certificates, if any, for such Distribution
Date, and (D) fourth, the Class M-1 Principal Distribution Amount, in reduction
of the Certificate Principal Balance of such Class, until it is reduced to zero;

         (viii) Eighth, to the Class B-1 Certificates, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B) second,
any related Carryover Writedown Interest Distribution Amount for such
Distribution Date, (C) third, the related Principal Distribution Shortfall
Carryover Amount for the Class B-1 Certificates, if any, for such Distribution
Date, and (D) fourth, the Class B-1 Principal Distribution Amount, in reduction
of the Certificate Principal Balance of such Class, until it is reduced to zero;

         (ix) Ninth, to the Class B-2 Certificates, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B) second,
any related Carryover Writedown Interest Distribution Amount for such
Distribution Date, (C) third, the related Principal Distribution Shortfall
Carryover Amount for the Class B-2 Certificates, if any, for such Distribution
Date, and (D) fourth, the Class B-2 Principal Distribution Amount, in reduction
of the Certificate Principal Balance of such Class, until it is reduced to zero;

         (x) Tenth, to the Class A-1, Class M-1, Class B-1 and 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 such balance has been reduced to zero.

         (xi) Eleventh, to the Class X Certificates, in the following sequential
order:

                  (A) the current Class X Strip Amount; and

                  (B) any Class X Carryover Strip Amount; and

         (xii) 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 5.02(a) and
(b), 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;

                                      S-18
<PAGE>


                  (ii) to the Class B-1 Subaccount, the Interest Deficiency
         Withdrawal for such Class, if any; and

                  (iii) to the Class B-2 Subaccount, the Interest Deficiency
         Withdrawal for such Class, if any; and

                  (iv) Finally, any remainder to Holders of the Pooling 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 B-1 Certificates, the Interest Deficiency
         Withdrawal for such Class, if any; and

                  (iii) to the Class B-2 Certificates, the Interest Deficiency
         Withdrawal for such Class, if any; and

                  (iv) 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 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

                                      S-19
<PAGE>

the Trustee set forth in the notice of such final distribution sent by the
Trustee to all Certificateholders pursuant to Section 9.01 of the Standard
Terms.

         (f)      (1) Any amounts remaining in the Distribution Account on any
Distribution Date after all allocations and distributions required to be made by
this Pooling and Servicing Agreement have been made, and any amounts remaining
in the Pooling REMIC after payment in full of all of the Regular Interests
therein and any administrative expenses associated with the Trust, will be
distributed to the Holders of the Pooling REMIC Residual Interest.

                  (2) Any amounts remaining in the Subaccounts on any
Distribution Date after all distributions required to be made by this Pooling
and Servicing Agreement have been made, and any amounts remaining in the Issuing
REMIC after payment in full of the Regular Interests therein and any
administrative expenses associated with the Trust, will be distributed to the
Holders of the Issuing REMIC Residual Interest.

Section 6.        Capitalized Interest Account.

         (a) On or before the Closing Date, the Trustee shall establish a
capitalized interest account (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 the $1,128,858 in
the Capitalized Interest Account. The Capitalized Interest Account Withdrawal
Amount shall be withdrawn by the Trustee in accordance with the Remittance
Report prepared by the Servicer and deposited into the Distribution Account on
the Business Day immediately preceding any Capitalized Interest Account
Distribution Date if, on such Distribution Date, the Capitalized Interest
Account Withdrawal Amount would be greater than zero.

         (c) The Capitalized Interest Account shall be part of the Trust, but
not part of the Pooling 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 transfer amounts in the Capitalized
Interest Account to the Distribution 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
section 1.806G-2(h). The owner of the Capital Interest Account shall be OMI. For
all federal tax purposes, amounts transferred by either the Pooling REMIC or the
Issuing REMIC shall be treated as amounts distributed by the applicable REMIC to
OMI.

                                      S-20
<PAGE>

Section 7.        Allocation of Writedown Amounts.

         On each Distribution Date, after all required distributions have been
made on the Certificates pursuant to Section 5 above, the Writedown Amount, if
any, shall be allocated on such Distribution Date in the following manner and in
the following order of priority:

         (a) First, to the Class B-2 Subaccount, to be applied in reduction of
         the Adjusted Subaccount Principal Balance of such Subaccount, until the
         Adjusted Subaccount Principal Balance has been reduced to zero;

         (b) Second, to the Class B-1 Subaccount, to be applied in reduction of
         the Adjusted Subaccount Principal Balance of such Subaccount, until the
         Adjusted Subaccount Principal Balance has been reduced to zero;

         (c) 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.

         (d) Writedown Amounts allocated to the Class B-2, Class B-1, and Class
         M-1 Subaccounts pursuant to this Section 7 shall be allocated to the
         Class B-2, Class B-1, and Class M-1 Certificates, respectively, until
         the Adjusted Certificate Principal Balance of each such Class has been
         reduced to zero.

Section 8.  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 $85,907,373 in the
Pre-Funding Account. Amounts on deposit in the Pre-Funding Account shall be
withdrawn by the Trustee as follows:

                  (1) 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 herein, 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.

                  (2) 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

                                      S-21
<PAGE>

         investment earnings, which amounts shall be included in the Available
         Distribution Amount for the next 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 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.

         (d) 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.ss. 860G(a)(3)(A)(ii).

Section 9.        Remittance Reports.

         (a) The Remittance Report for each Distribution Date shall identify the
following items, in addition to the items specified in Section 4.01 of the
Standard Terms:

         (1) the Interest Distribution Amount for each Class of the Certificates
         for such Distribution Date (which shall equal the Priority Interest
         Distribution Amount for the Corresponding Subaccount) and the Carryover
         Interest Distribution Amount, as well as any Writedown Interest
         Distribution Amount and any Carryover Writedown Interest Distribution
         Amount, for each Class of the Certificates for such Distribution Date,
         and the amount of interest of each such category to be distributed on
         each such Class based upon the Available Distribution Amount for such
         Distribution Date;

         (2) the amount to be distributed on such Distribution Date on each
         Class of the Certificates to be applied to reduce the Certificate
         Principal Balance of such Class (which will be equal to the amount to
         be allocated on such Distribution Date on the Corresponding Subaccount
         to be applied to reduce the Subaccount Principal Balance of such
         Subaccount), separately identifying any portion of such amount
         attributable to any prepayments, the amount to be distributed to reduce
         the Principal Distribution Shortfall Carryover Amount on each such
         Class based upon the Available Distribution Amount for such
         Distribution Date and separately identifying any Accelerated Principal
         Distribution Amount to be distributed on the Certificates, the Current
         Overcollateralization Amount and the Target Overcollateralization
         Amount.

         (3) the aggregate amount, if any, to be distributed on the Residual
         Certificates;

                                      S-22
<PAGE>

         (4) the amount of any Writedown Amounts to be allocated to reduce the
         Certificate Principal Balance of any Class of Subordinated Certificates
         (which will be equal to the amount of any Writedown Amount to be
         allocated to the Corresponding Subaccount) on such Distribution Date;

         (5) the 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;

         (6) 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;

         (7) 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;

         (8) 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; and

         (9) 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, and the amount of
         funds, if any, allocated as a prepayment of principal at the end of the
         Pre-Funding Period.

         In the case of information furnished pursuant to clauses (1), (2) and
(3) above, the amounts shall be expressed, with respect to any Class A, Class M
or Class B Certificate, as a dollar amount per $1,000 denomination.

         (b) In addition to mailing a copy of the related Remittance Report to
each Certificateholder on each Distribution Date in accordance with Section 4.01
of the Standard Terms, on each Distribution Date, the Trustee shall mail a copy
of the related Remittance Report to the Underwriters (to the attention of the
person, if any, reported to the Trustee by the Underwriters) and to The
Bloomberg (to the address and to the person, if any specified to the Trustee by
Credit Suisse First Boston Corporation). The Trustee shall not be obligated to
mail any Remittance Report to The Bloomberg unless and until Credit Suisse First
Boston Corporation shall have notified the Trustee in writing of the name and
address to which such reports are to be mailed, which notice,

                                      S-23
<PAGE>

once delivered, will be effective for all Distribution Dates after the date such
notice is received by the Trustee unless and until superseded by a subsequent
notice.

Section 10.       Limited Right of Servicer to Retain Servicing Fees from
                  Collections.

         The Servicer may retain its Servicing Fee and any other servicing
compensation provided for herein and in the Standard Terms from gross interest
collections on the Assets prior to depositing such collections into the
Certificate Account; provided, however, that OAC as Servicer may only so retain
its Servicing Fee in respect of a Distribution Date from gross interest
collections on the Assets to the extent that the amounts on deposit in the
Certificate Account and attributable to the Available Distribution Amount for
such Distribution Date exceed the sum of all amounts to be allocated and
distributed on such Distribution Date pursuant to clauses (i) through (xi) under
Section 5(b) hereof.

Section 11.       Modifications of Standard Terms.

         The following modifications to the Standard Terms shall be in effect
with respect to this Trust only.

         (a)    Section 1.01 of the Standard Terms is hereby amended as follows:

                           (i)  the definition of "Available Distribution
                                Amount" is hereby amended by deleting the
                                definition thereof and replacing such definition
                                in its entirety as follows:

                                    "Available Distribution Amount": For each
                           Distribution Date for a Series of Certificates, the
                           amount on deposit in the related Distribution Account
                           at the commencement of business on such Distribution
                           Date, less the amounts distributable from the
                           Distribution Account in accordance with clauses (1)
                           through (4) of Section 4.03(a) hereof and the
                           Interest Deficiency Amount or portion thereof, if
                           any, paid from collections on the preceding
                           Distribution Date.

                           (ii) sub-section (e) to the definition of "Mortgage
                                Loan Documents" is hereby amended by deleting
                                the definition thereof and replacing such
                                definition in its entirety as follows:

                                    (e) an original Title Insurance Policy or,
                           if such policy has not yet been issued or is
                           otherwise not available, (1) a written commitment to
                           issue such policy issued by the applicable title
                           insurance company and an officer's certificate of the
                           related Seller certifying that all of the
                           requirements specified in such commitment have been
                           satisfied, (2) a preliminary title report if the
                           related Mortgaged Property is located in a state in
                           which preliminary title reports are acceptable
                           evidence of title insurance, (3) a certificate of an
                           officer of the Seller certifying that a Title
                           Insurance Policy is in full force and effect as to
                           the related Mortgage and that such Title

                                      S-24
<PAGE>

                           Insurance Policy is freely assignable to and will
                           inure to the benefit of the Trustee (subject to
                           recordation of the related Assignment of Mortgage) or
                           (4) an Opinion of Counsel with respect to the title
                           of the related Mortgaged Property;

                           (iii) the definition of "Pool Scheduled Principal
                                 Balance" is hereby amended by adding the phrase
                                 ", and the Pre-Funded Amount, if any" at the
                                 end of the first sentence thereof.

                           (iv)  the definition of "Principal Distribution
                                 Amount" is hereby amended by adding the phrase
                                 "less (e) the Overcollateralization Reduction
                                 Amount" after the final parenthetical therein.

         (b) Section 2.03(c)(1)(G) of the Standard Terms is hereby deleted in
its entirety and replaced by the addition of the following:

                           (G) if any of a Title Insurance Policy, certificate
                  of title insurance or a written commitment to issue a Title
                  Insurance Policy is delivered, such policy, certificate or
                  written commitment is for an amount not less than at least 95%
                  of the original principal amount of the related Mortgage Note
                  and such Title Insurance Policy insures that the related
                  Mortgage creates a first lien, senior in priority to all other
                  deeds of trust, mortgages, deeds to secure debt, financing
                  statements and security agreements and to any mechanics'
                  liens, judgment liens or writs of attachment (or if the Title
                  Insurance Policy or certificate of title insurance has not
                  been issued, the written commitment for such insurance
                  obligates the insurer to issue such policy for an amount not
                  less than at least 95% of the original principal amount of the
                  related Mortgage Note).

         (c) Section 3.02(c) of the Standard Terms is hereby amended by adding
the following sentence to the end of such Section.

                  The Servicer shall remit to the Trustee each month along with
                  the Remittance Report a monthly data file identifying all
                  collection activity for the related Collection Period on an
                  Asset level basis (the Servicer may combine such data from
                  various Trusts in one data file, as long as such data file
                  allows the Trustee to identify Assets according to their
                  Trust).

         (d) Section 5.05(a) of the Standard Terms is hereby amended by the
addition of the following to the end of the first paragraph thereof:

                  "Notwithstanding the foregoing, no Rule 144A Agreement,
                  Transferee Agreement or Opinion of Counsel shall be required
                  in connection with any Class B-2 Certificate and the transfer
                  restrictions contained below shall apply to the acquisition,
                  holding and disposition of all such Class B-2 Certificates by
                  the Beneficial Owners thereof.

                                      S-25
<PAGE>

                              TRANSFER RESTRICTIONS

         The B-2 Certificates have not been registered under the Securities Act
and may not be offered or sold within the United States or to, for the account
or benefit of, U.S. persons (as defined in Regulation S under the Securities
Act) except to qualified institutional buyers in reliance on the exemption from
the registration requirements of the Securities Act provided by Rule 144A.

         Each purchaser of the B-2 Certificates will be deemed to have
represented and agreed as follows (terms used in this paragraph that are defined
in Rule 144A or Regulation S under the Securities Act are used herein as defined
therein):

         (1) the purchaser (A) is a qualified institutional buyer ("QIB"), (B)
is aware that the sale to it is being made in reliance on Rule 144A and (C) is
acquiring such B-2 Certificates for its own account or for the account of a QIB.

         (2) the purchaser understands that the B-2 Certificates are being
offered in a transaction not involving any public offering in the United States
within the meaning of the Securities Act, that the B-2 Certificates have not
been and will not be registered under the Securities Act and that (A) if in the
future it decides to offer, resell, pledge or otherwise transfer any of the B-2
Certificates such B-2 Certificates may be offered, resold, pledged or otherwise
transferred only (i) in the United States to a person whom the seller reasonably
believes is a QIB in a transaction meeting the requirements of Rule 144A, (ii)
pursuant to an exemption from registration under the Securities Act provided by
Rule 144A(if available) or (iii) pursuant to an effective registration statement
under the Securities Act, in each of cases (i) through (iii) in accordance with
any applicable securities laws of any State of the United States, and that (B)
the purchaser will, and each subsequent holder is required to, notify any
subsequent purchaser of such B-2 Certificates from it of the resale restrictions
referred to in (A) above.

         (3) The purchaser understands that the B-2 Certificates will, until the
expiration of the applicable holding period with respect to the B-2 Certificates
set forth in clause (k) of Rule 144 promulgated under the Securities Act, unless
otherwise agreed by the Company and the Certificateholder, bear a legend
substantially to the following effect:

THIS CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS CERTIFICATE MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR THE EXEMPTION THEREFROM
PROVIDED BY RULE 144A THEREUNDER. EACH PURCHASER OF THIS CERTIFICATE IS HEREBY
NOTIFIED THAT THE SELLER OF THIS CERTIFICATE IS RELYING ON THE EXEMPTION FROM
THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER.

THE HOLDER OF THIS CERTIFICATE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
THIS CERTIFICATE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
(I) IN THE UNITED STATES TO A

                                      S-26
<PAGE>

PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER (IF AVAILABLE) OR (III)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT. IN
EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM
IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

         (e) Section 6.03 of the Standard Terms is hereby amended by the
addition of the following Subsection 6.03 (i) thereof:

                           (i)   Within 30 calendar days following the Closing
                                 Date, the Servicer shall submit to the Trustee
                                 a questionnaire regarding its servicing
                                 operations, completed to the reasonable
                                 satisfaction of the Trustee. The Servicer shall
                                 permit the Trustee to perform a review of the
                                 Servicer's servicing operations at least once
                                 per calendar year. The Servicer agrees to
                                 develop a backup servicing plan with the
                                 Trustee within 90 calendar days following the
                                 Closing Date that will address information and
                                 resource considerations necessary to
                                 effectively transfer servicing in accordance
                                 with Section 7.02 hereof, which plan may be
                                 amended by the Servicer and the Trustee from
                                 time to time.

         (f) Section 7.02 of the Standard Terms is hereby amended by deleting
the sixth sentence thereof in its entirety and replacing it with the following:

                  Notwithstanding any of the foregoing, the successor Servicer
                  shall not be required to purchase any Assets from the Trust
                  pursuant to these Standard Terms (including, without
                  limitation, any repurchase required by Section 3.09(a)
                  hereinabove) except (i) under Section 2.06(a)(2) hereof to the
                  extent the obligation to repurchase arose out of a breach of a
                  representation, warranty or covenant by the successor Servicer
                  and (ii) under Section 2.06(b) hereof to the extent the
                  Servicer's obligation to effect remedial action as described
                  in such Section arose after the successor Servicer began
                  serving as Servicer.

         (g) Section 8.01 of the Standard Terms is hereby amended by the
addition of the words "as Trustee" between the words "services" and "hereunder"
in the last paragraph thereof.

         (h) Section 8.01 of the Standard Terms is hereby amended by the
addition of the following Subsection 9.01 (f) thereof:

                           (f)   The Trustee is entitled to seek direction from
                                 Certificateholders prior to taking any action
                                 contemplated hereunder.

                                      S-27
<PAGE>

         (i) Section 11.06(b) of the Standard Terms is hereby amended by the
addition of the words "Pre-Funding Account, Capitalized Interest Account,"
following the word "related" but before the phrase "Certificate Account".

Section 12.       REMIC Administration.

         (a) For purposes of the REMIC Provisions, all of the Certificates
(except the Residual Certificates) will be designated as the "regular interests"
in the Issuing REMIC. The Subaccounts will be designated as the "regular
interests" in the Pooling REMIC, the Class R Certificates will be designated as
the "residual interest" in each of the Issuing REMIC and the Pooling REMIC and,
following the division of the Class R Certificates into two separately
transferable, certificated and fully registered certificates in accordance with
Section 12(b) below, the Class R-1 Certificates will be designated as the
"residual interest" in the Issuing REMIC and the Class R-2 Certificates will be
designated as the "residual interest" in the Pooling REMIC.

         (b) Upon the request of any registered Holder of a Class R Certificate,
the Trustee shall issue to such Holder two separately transferable, certificated
and fully registered Certificates (a Class R-1 Certificate and a Class R-2
Certificate), in substantially the forms of Exhibit R-1 and Exhibit R-2 attached
hereto. In the event that the Class R Certificates are exchanged for separately
transferrable Class R-1 and Class R-2 Certificates: (1) the Class R-1
Certificates will be designated as the residual interest in the Issuing REMIC,
(2) the Class R-2 Certificates will be designated as the residual interest in
the Pooling REMIC, and (3) the restrictions on the transfer of a Residual
Certificate provided in the Standard Terms will apply to both the Class R-1 and
the Class R-2 Certificates.

Section 13.       Auction Call.

         (a) If the Servicer does not exercise its optional termination right as
described in Section 9.01 of the Standard Terms within 90 days after it first
becomes entitled to do so, the Trustee shall use commercially reasonable efforts
to solicit bids for the purchase of all Assets, REO Properties and Repo
Properties remaining in the Trust from no fewer than two prospective purchasers
that it believes to be Qualified Bidders. If OAC is then the Servicer of the
Assets, the solicitation of bids shall be conditioned upon the continuation of
OAC as the servicer of the Assets on terms and conditions substantially similar
to those in the Pooling and Servicing Agreement, except that it shall not be
required to pay Compensating Interest or make Advances.

         (b) If the Trustee receives bids from at least two Qualified Bidders
and the net proceeds of the highest bid are equal to or greater than the
Termination Price, the Trustee shall promptly advise the Servicer of the highest
bid and the terms of purchase, and the Servicer shall have three Business Days,
at its option, to match the terms of such bid. The Trustee shall thereafter sell
the Assets, REO Properties and Repo Properties either (i) to the Servicer, if it
shall so elect, or (ii) to the highest bidder, and in either case the Trustee
shall distribute the net proceeds of such sale in redemption of the Certificates
in compliance with Article IX of the Standard Terms and Section 5 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.

                                      S-28
<PAGE>

         (c) Any costs incurred by the Trustee in connection with such sale
(including without limitation any legal opinions or consents required by Section
9.02 of the Standard Terms) shall be deducted from the bid price of the Assets,
REO Properties and Repo Properties in determining the net proceeds therefrom.

         (d) If the Trustee does not obtain bids from at least two Qualified
Bidders, or does not receive a bid such that the net proceeds therefrom would at
least equal the Termination Price, it shall not sell the Assets, REO Properties
and Repo Properties, and shall thereafter have no obligation to attempt to sell
same.

         (e) The Servicer shall cooperate with and provide necessary information
to the Trustee in connection with any auction sale as described herein.

Section 14.       Voting Rights.

         The Voting Rights applicable to the Certificates shall be allocated
0.5% to the Class R Certificates, 0.5% to the Class X Certificates and 99% to
the other Certificates in proportion with their respective Certificate Principal
Balance.

Section 15.       Governing Law.

         The Pooling and Servicing Agreement shall be construed in accordance
with and governed by the laws of the State of North Carolina applicable to
agreements made and to be performed therein. The parties hereto agree to submit
to the personal jurisdiction of all federal and state courts sitting in the
State of North Carolina and hereby irrevocably waive any objection to such
jurisdiction. In addition, the parties hereto hereby irrevocably waive any
objection that they may have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any federal or state
court sitting in the State of North Carolina, and further irrevocably waive any
claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.

Section 16.       Forms of Certificates.

         Each of the Schedules and Exhibits attached hereto or referenced herein
are incorporated herein by reference as contemplated by the Standard Terms. Each
Class of Certificates shall be in substantially the related form attached
hereto, as set forth in the Index to Schedules and Exhibits attached hereto.

Section 17.       Counterparts.

         This Pooling and Servicing Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute but one and the same
instrument.

Section 18.       Entire Agreement.

                                      S-29
<PAGE>

         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.

                                      S-30
<PAGE>

         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/ Dennis W. Hazelrigg
                                           ---------------------------------
                                       Name:  Dennis W. Hazelrigg
                                       Title:  President



                                       OAKWOOD ACCEPTANCE CORPORATION


                                       By: /s/ Douglas R. Muir
                                           ---------------------------------
                                       Name:  Douglas R. Muir
                                       Title:  Vice President



                                       CHASE MANHATTAN TRUST COMPANY,
                                       NATIONAL ASSOCIATION,
                                               as Trustee


                                       By: /s/ Judy A. Wisniewski
                                           ---------------------------------
                                       Name:  Judy A. Wisniewski
                                       Title:  Assistant Vice President


                                      S-31
<PAGE>

STATE OF ARIZONA         )
                         )   s.
COUNTY OF MARICOPA       )


         The foregoing instrument was acknowledged before me in the County of
Maricopa this 28th day of June 2000 by Dennis W. Hazelrigg, President of Oakwood
Mortgage Investors, Inc., a Nevada corporation, on behalf of the corporation.

                                                      /s/ Vicki Saveski
                                                      --------------------------
                                                      Notary Public

My Commission expires: 11/17/2003
                       --------------------


                                      S-32
<PAGE>

STATE OF NORTH CAROLINA    )
                           )   s.
COUNTY OF GUILFORD         )


         The foregoing instrument was acknowledged before me in the County of
Guilford this 28th day of June 2000 by Douglas R. Muir, Vice President of
Oakwood Acceptance Corporation, a North Carolina corporation, on behalf of the
corporation.


                                                     /s/ Beverly Perdue
                                                     ---------------------------
                                                     Notary Public

My Commission expires: 9/26/2000
                       -------------------


                                      S-33
<PAGE>

COMMONWEALTH OF PENNSYLVANIA      )
                                  )   s.
CITY OF PHILADELPHIA              )


         The foregoing instrument was acknowledged before me in the City of
Philadelphia, this 28th day of June 2000, by Judy Wisniewski, Assistant Vice
President of Chase Manhattan Trust Company, National Association, a national
banking association, on behalf of the association.

                                                     /s/ Victoria Warren
                                                     ---------------------------
                                                     Notary Public

My Commission expires: 10/6/2003
                       --------------------


                                      S-34
<PAGE>

         INDEX TO SCHEDULES AND EXHIBITS


Schedule IA        Contract Schedule
Schedule IB        Mortgage Loan Schedule
Schedule IIA       Subsequent Contract Schedule
Schedule IIB       Subsequent Mortgage Loan Schedule
Exhibit A-1        Form of Class A-1 Certificate
Exhibit M-1        Form of Class M-1 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 8(b)(1)

                                      S-35