<PAGE>

                                                                     EXHIBIT 4.1

                  ===========================================



                       OAKWOOD MORTGAGE INVESTORS, INC.,

                        OAKWOOD ACCEPTANCE CORPORATION


                                      AND


                           THE CHASE MANHATTAN BANK
                                    TRUSTEE



                                  __________


                 SERIES 2001-C POOLING AND SERVICING AGREEMENT

                            Dated as of May 1, 2001


                                  __________



                       OAKWOOD MORTGAGE INVESTORS, INC.

                              SENIOR/SUBORDINATED

                   PASS-THROUGH CERTIFICATES, SERIES 2001-C


                  ===========================================
<PAGE>

     THIS SERIES 2001-C POOLING AND SERVICING AGREEMENT, dated as of May 1,
2001, is made with respect to the formation of OMI Trust 2001-C (the "Trust")
among OAKWOOD MORTGAGE INVESTORS, INC., a Nevada corporation ("OMI"), OAKWOOD
ACCEPTANCE CORPORATION, a North Carolina corporation ("OAC" and, in its capacity
as servicer, the "Servicer"), and THE CHASE MANHATTAN BANK, a New York banking
corporation, as trustee (the "Trustee"), under this Agreement and the Standard
Terms to Pooling and Servicing Agreement, May 2001 Edition (the "Standard
Terms"), all the provisions of which are incorporated herein as modified hereby
and shall be a part of this Agreement as if set forth herein in full (this
Agreement with the Standard Terms so incorporated, the "Pooling and Servicing
Agreement"). Capitalized terms used and not otherwise defined herein shall have
the respective meanings given them in the Standard Terms.

                             PRELIMINARY STATEMENT

     The Board of Directors of OMI has duly authorized the formation of the
Trust to issue a Series of Certificates with an aggregate initial principal
amount of $170,116,000, without regard to the notional principal balance of the
Class A-IO Certificates (defined below), to be known as the Senior/Subordinated
Pass-Through Certificates, Series 2001-C (the "Certificates"). The Certificates
consist of 11 Classes that in the aggregate evidence the entire beneficial
ownership interest in the Trust.

     In accordance with Section 10.01 of the Standard Terms, the Trustee will
make an election to treat all of the assets of the Trust (except the Pre-Funding
Account, the Capitalized Interest Account, the Certificateholders' Interest
Carryover Account, the Servicing Transition Account, and the Certificate
Account), as three real estate mortgage investment conduits (each, a "REMIC"
and, individually, the "Pooling REMIC," the "Intermediate REMIC" and the
"Issuing REMIC") for federal income tax purposes. The Pooling REMIC will consist
of the Distribution Account and the Assets listed on the Asset Schedules
attached as Schedule I and Schedule II (as defined below) hereto. The
            ----------     -----------
Intermediate REMIC will consist of the uncertificated Subsidiary Interests
designated as provided herein. The Issuing REMIC will consist of the Subaccounts
designated as provided herein. The "startup day" of each REMIC for purposes of
the REMIC Provisions is the Closing Date.

                               GRANTING CLAUSES

     To provide for the distribution of the principal of and interest on the
Certificates in accordance with their terms, all of the sums distributable under
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 the following to make
<PAGE>

distributions on the Certificates as specified herein (collectively referred to
herein as the "Trust Estate"):

     (a) (i) the Contracts listed in Schedule IA and Schedule IIA hereto and the
                                     -----------     ------------
Mortgage Loans (together with the Contracts, the "Assets") listed in Schedule IB
                                                                     -----------
and Schedule IIB hereto, (Schedule IA and Schedule IB shall be collectively
    ------------          -----------     -----------
referred to herein as "Schedule I", and Schedule IIA and Schedule IIB shall be
                       ----------       ------------     ------------
collectively referred to herein as "Schedule II"), including the Subsequent
                                    -----------
Assets transferred to the trust from time to time, together with the related
Asset Documents, and all payments thereon and proceeds of the conversion,
voluntary or involuntary, of the foregoing, including, without limitation, all
rights to receive all principal and interest payments due on the Assets after
the applicable Cut-off Date, including such scheduled payments received by OMI
or the respective sellers on or prior to the applicable Cut-off Date, and
Principal Prepayments, Net Insurance Proceeds, Net Liquidation Proceeds,
Repurchase Prices and other unscheduled collections received on the Assets on
and after the applicable Cut-off Date; (ii) the security interests in the
Manufactured Homes, Mortgaged Properties and Real Properties granted by the
Obligors pursuant to the related Assets; (iii) all funds, other than investment
earnings, relating to the Pre-Funding Account, to the assets on deposit in the
Capitalized Interest Account, the Certificateholders' Interest Carryover
Account, the Servicing Transition Account, the Certificate Account or the
Distribution Account for the Certificates and all proceeds thereof, whether in
the form of cash, instruments, securities or other properties; (iv) 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 (v) proceeds of all the foregoing (including,
but not by way of limitation, all proceeds of any Standard Hazard Insurance
Policy or FHA Insurance, or any other insurance policy relating to any of the
Assets, cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, chattel paper, checks, deposit accounts, rights to payment of any
and every kind, and other forms of obligations and receivables that at any time
constitute all or part or are included in the proceeds of any of the foregoing).

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

Section 1.  Standard Terms.
            --------------

     OMI, the Servicer and the Trustee acknowledge that the Standard Terms
prescribe certain obligations of OMI, the Servicer and the Trustee with respect
to the Certificates.  OMI, the Servicer and the Trustee agree to observe and
perform such prescribed duties, responsibilities 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.

                                      S-2
<PAGE>

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 (i) with respect to the Class B-
      ------------
1 Certificates, the Closing Date, and (ii) with respect to all other Classes of
Certificates, May 1, 2001.

     "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.

     "Adjusted Weighted Average Net Asset Rate": For any Distribution Date, a
      ----------------------------------------
fraction expressed as a percentage, (a) the numerator of which is the sum of (i)
the Weighted Average Net Asset Rate multiplied by the Subsidiary Interest
Principal Balance of the Class S-1 Interest and (ii) the Weighted Average Net
Asset Rate multiplied by the aggregate Subsidiary Interest Principal Balance of
the Class S-2 Interest, less (iii) (A) 6.00% (six hundred basis points)
multiplied by the sum of the Subsidiary Interest Principal Balance of the (1)
Class S-2(1) Interest through and including the August 2001 Distribution Date,
(2)  Class S-2(2) Interest through and including the November 2001 Distribution
Date, (3)  Class S-2(3) Interest through and including the February 2002
Distribution Date, (4)  Class S-2(4) Interest through and including the May 2002
Distribution Date, (5)  Class S-2(5) Interest through and including the August
2002 Distribution Date, (6)  Class S-2(6) Interest through and including the
November 2002 Distribution Date, (7) Class S-2(7) Interest through and including
the February 2003 Distribution Date, (8) Class S-2(8) Interest through and
including the May 2003 Distribution Date, (9)  Class S-2(9) Interest through and
including the August 2003 Distribution Date, (10)  Class S-2(10) Interest
through and including the November 2003 Distribution Date, (11)  Class S-2(11)
Interest through and including the February 2004 Distribution Date, (12)  Class
S-2(12) Interest through and including the May 2004 Distribution Date, (13)
Class S-2(13) Interest through and including the August 2004 Distribution Date,
(14)  Class S-2(14) Interest through and including the November 2004
Distribution Date, (15) Class S-2(15) Interest through and including the
February 2005 Distribution Date, (16)  Class S-2(16) Interest through and
including the May 2005 Distribution Date, (17)  Class S-2(17) Interest through
and including the August 2005 Distribution Date, (18)  Class S-2(18) Interest
through and including the November 2005 Distribution Date, (19) Class S-2(19)
Interest through and including the February 2006

                                      S-3
<PAGE>

Distribution Date, (20) Class S-2(20) Interest through and including the May
2006 Distribution Date, (21) Class S-2(21) Interest through and including the
August 2006 Distribution Date, (22) Class S-2(22) Interest through and including
the November 2006 Distribution Date, (23) Class S-2(23) Interest through and
including the February 2007 Distribution Date, (24) Class S-2(24) Interest
through and including the May 2007 Distribution Date, (25) Class S-2(25)
Interest through and including the August 2007 Distribution Date, (26) Class S-
2(26) Interest through and including the November 2007 Distribution Date, (27)
Class S-2(27) Interest through and including the February 2008 Distribution
Date, and (28) Class S-2(28) Interest through and including the May 2008
Distribution Date, and (B) 0% after the March 2008 Distribution Date, and (b)
the denominator of which is the sum of the Subsidiary Interest Principal
Balances of the Class S-1 and Class S-2 Interests.

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

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

     "Call Option Date":  Any Distribution Date occurring on or after the
      ----------------
Distribution Date on or after the 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":  $260,000, as adjusted from time to time
      ---------------------------
pursuant to Section 10 hereof.

     "Capitalized Interest Account":  The account so designated and established
      ----------------------------
pursuant to Section 10 hereof, which shall not be an asset of any of the Pooling
REMIC, the Intermediate REMIC or the Issuing REMIC.

     "Capitalized Interest Account Distribution Date":  Any or all, as
      ----------------------------------------------
appropriate, of the Distribution Dates occurring in June 2001, July 2001 and
August 2001.

     "Capitalized Interest Account Withdrawal Amount":  On each Capitalized
      ----------------------------------------------
Interest Account Distribution Date, the lesser of (i) the then remaining
Capitalized Interest Amount, and (ii) the positive difference, if any, between
(x) the amount necessary to make all distributions required under Section
5(b)(i)-(v) herein, and (y) the Available Distribution Amount for such
Distribution Date (calculated without reference to the Capitalized Interest
Account Withdrawal Amount for purposes hereof).

                                      S-4
<PAGE>

     "Carryover Interest Distribution Amount":  With respect to each Class of
      --------------------------------------
Certificates, except the Class X Certificates and the Residual Certificates, and
each Distribution Date, all amounts that were distributable on such Class as
Interest Distribution Amounts and as Carryover Interest Distribution Amounts on
the previous Distribution Date but not previously distributed, together with
interest accrued on such amount at the Pass-Through Rate in effect for such
Class during the related Interest Accrual Period.  With respect to each
Subaccount on each Distribution Date, all amounts that were allocable to such
Subaccount as Priority Interest Distribution Amounts and as Carryover Interest
Distribution Amounts on the previous Distribution Date but not previously
distributed, together with interest accrued on any such amount at the Pass-
Through Rate in effect for the Corresponding Certificates with respect to such
Subaccount during the related Interest Accrual Period.  With respect to each
Class of Subsidiary Interests on each Distribution Date, all amounts that were
allocable to such Subsidiary Interests as Interest Distribution Amounts on the
previous Distribution Date but not previously distributed, together with
interest accrued on any such amount at the Weighted Average Net Asset Rate.

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

     "Carryover Writedown Interest Distribution Amount":  With respect to each
      ------------------------------------------------
Distribution Date and each related Class (other than the Class X and Class R
Certificates) 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.

     "Certificateholders' Interest Carryover Account":  The account maintained
      ----------------------------------------------
pursuant to Section 6, which shall not be an asset of any of the Pooling REMIC,
the Intermediate REMIC or the Issuing REMIC.

     "Certificateholders' Interest Carryover Amount":  For the Class B-1
     ----------------------------------------------
Certificates on any Distribution Date and to the extent of available Class X
Strip Amounts and Class X Carryover Strip Amounts, the sum of (i) if on that
Distribution Date the Pass-Through Rate for such Class of Certificates is based
upon the Adjusted Weighted Average Net Asset Rate, the excess of (A) the amount
of interest the Class B-1 Certificates would be entitled to receive on such
Distribution Date had interest been calculated at a rate equal to One-Month
LIBOR plus 4.390% per annum, over (B) the amount of interest the Class B-1
Certificates will receive on such Distribution Date at the Adjusted Weighted
Average Net Asset Rate, plus (ii) the unpaid portion of any such excess from
prior Distribution Dates (and interest thereon at the then applicable Pass-
Through Rate for the Class B-1 Certificates, without giving effect to the cap of
the Adjusted Weighted Average Net Asset Rate).  No Certificateholders' Interest
Carryover Amount shall be paid after the Class Principal Balance of the Class B-
1 Certificates is reduced to zero.

     "Claims Administrator":  The Servicer, or any successor thereof.
      --------------------

                                      S-5
<PAGE>

     "Class A Certificates":  The Class A-1, Class A-2, Class A-3, Class A-4,
      --------------------
and Class A-IO 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 (not including the Class A-IO 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":  Any or all, as appropriate, of the Class A-1, Class
      -------------------
A-2, Class A-3, Class A-4, and Class A-IO Subaccounts.

     "Class A-IO Distribution Rate":  For any Distribution Date, (a) through and
      ----------------------------
including the Distribution Date in May 2008, the percentage derived from the
fraction, which shall not be greater than 1, (i) the numerator of which is the
product of (x) the Class A-IO Notional Principal Balance, and (y) 6.00% per
annum, and (ii) the denominator of which is the Pool Scheduled Principal Balance
on that Distribution Date, and (b) thereafter, zero.

     "Class A-IO Notional Principal Balance":  For any Distribution Date, an
      -------------------------------------
amount equal to (a) through and including the Distribution Date in May 2008, the
lesser of (i) the Class A-IO Scheduled Notional Principal Balance and (ii) the
Pool Scheduled Principal Balance, and (b) thereafter, zero.

     "Class A-IO Scheduled Notional Principal Balance":  For any Distribution
      -----------------------------------------------
Date, the Class A-IO Notional Principal Balance as reflected on the Class A-IO
Scheduled Notional Principal Balance Schedule.

     "Class A-IO Scheduled Notional Principal Balance Schedule":  Schedule III
      --------------------------------------------------------
annexed hereto.

     "Class B Certificates":  The Class B-1 Certificates and Class B-2
      --------------------
Certificates.

     "Class B Subaccounts":  Any or all, as appropriate, of the Class B-1 or
      -------------------
Class B-2 Subaccounts.

     "Class B-1 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

                                      S-6
<PAGE>

Date and the denominator of which is the Pool Scheduled Principal Balance of
Assets immediately prior to such Distribution Date.

     "Class B-1 Principal Distribution Amount":  For any Distribution Date will
      ---------------------------------------
equal (i) as long as the Class A-1 Certificate Principal Balance, the Class A-2
Certificate Principal Balance, the Class A-3 Certificate Principal Balance, the
Class A-4 Certificate Principal Balance, the Class M-1 Certificate Principal
Balance and the Class M-2 Certificate Principal Balance have not been reduced to
zero and prior to the Cross-over Date, zero, (ii) on any Distribution Date as to
which the Principal Distribution Tests are not met and the Class A-1 Certificate
Principal Balance, the Class A-2 Certificate Principal Balance, the Class A-3
Certificate Principal Balance, the Class A-4 Certificate Principal Balance, the
Class M-1 Certificate Principal Balance and the Class M-2 Certificate Principal
Balance have not been reduced to zero, zero, (iii) on any Distribution Date as
to which the Principal Distribution Tests are not met and the Class A-1
Certificate Principal Balance, the Class A-2 Certificate Principal Balance, the
Class A-3 Certificate Principal Balance, the Class A-4 Certificate Principal
Balance, the Class M-1 Certificate Principal Balance and the Class M-2
Certificate Principal Balance each have been reduced to zero, the Principal
Distribution Amount, 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) 1.00% 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 A-2 Certificate Principal Balance, the Class A-3 Certificate Principal
Balance, the Class A-4 Certificate Principal Balance, the Class M-1 Certificate
Principal Balance, the Class M-2 Certificate Principal Balance and the Class B-1
Certificate Principal Balance have not been reduced to zero immediately prior to
such Distribution Date, and (b) zero, if the Class A-1 Certificate Principal
Balance, the Class A-2 Certificate Principal Balance, the Class A-3 Certificate
Principal Balance, the Class A-4 Certificate Principal Balance, the Class M-1
Certificate Principal Balance, the Class M-2 Certificate Principal Balance and
the Class B-1 Certificate Principal Balance have 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 A-2
Certificate Principal Balance, the Class A-3 Certificate Principal Balance, the
Class A-4 Certificate Principal Balance, the Class M-1 Certificate Principal
Balance, the Class M-2 Certificate Principal Balance and the Class B-1
Certificate Principal Balance have not been reduced to zero, zero, (ii) on any

                                      S-7
<PAGE>

Distribution Date as to which the Principal Distribution Tests are not met and
the Class A-1 Certificate Principal Balance, the Class A-2 Certificate Principal
Balance, the Class A-3 Certificate Principal Balance, the Class A-4 Certificate
Principal Balance, the Class M-1 Certificate Principal Balance, the Class M-2
Certificate Principal Balance and the Class B-1 Certificate Principal Balance
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 A-2 Certificate
Principal Balance, the Class A-3 Certificate Principal Balance, the Class A-4
Certificate Principal Balance, the Class M-1 Certificate Principal Balance, the
Class M-2 Certificate Principal Balance and the Class B-1 Certificate Principal
Balance each have been reduced to zero, the Principal Distribution Amount, or
(iv) on any other Distribution Date, the Class B-2 Percentage of the Principal
Distribution Amount. If the Class A-1 Certificate Principal Balance, the Class
A-2 Certificate Principal Balance, the Class A-3 Certificate Principal Balance,
the Class A-4 Certificate Principal Balance, the Class M-1 Certificate Principal
Balance, the Class M-2 Certificate Principal Balance and the Class B-1
Certificate Principal Balance have not been reduced to zero on or before a
Distribution Date, next amounts otherwise allocable as Class B-2 Principal
Distribution Amounts shall be allocated first to the Class B-1 Principal
Distribution Amount, then to the Class M-2 Principal Distribution Amount, then
to the Class M-1 Principal Distribution Amount, then to the Class A Principal
Distribution Amount, and finally to the Class B-2 Principal Distribution Amount,
to the extent that allocation of such amounts to the Class B-2 Principal
Distribution Amount would reduce the Class B-2 Certificate Principal Balance
below the Class B-2 Floor Amount. 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 A-2 Certificate Principal Balance, the
Class A-3 Certificate Principal Balance, the Class A-4 Certificate Principal
Balance, the Class M-1 Certificate Principal Balance, the Class M-2 Certificate
Principal Balance and the Class B-1 Certificate Principal Balance have not been
reduced to zero on or before a Distribution Date, then the amounts otherwise
allocable to the Class B-2 Principal Distribution Amount shall be allocated
first to the Class B-1 Principal Distribution Amount, next to the Class M-2
Principal Distribution Amount, next to the Class M-1 Principal Distribution
Amount, next to the Class A Principal Distribution Amount, and finally to the
Class B-2 Principal Distribution Amount, to the extent that allocation of these
amounts to the Class B-2 Principal Distribution Amount would reduce the sum of
the Class B-2 Certificate Principal Balance and the Current
Overcollateralization Amount below the Total Floor Amount.

     "Class M Certificates":  The Class M-1 and Class M-2 Certificates.
      --------------------

     "Class M Subaccounts":  Any or all, as appropriate, of the Class M-1 or
      -------------------
Class M-2 Subaccounts.

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

                                      S-8
<PAGE>

     "Class M-1 Principal Distribution Amount":  For any Distribution Date will
      ---------------------------------------
equal (i) as long as the Class A-1 Certificate Principal Balance, the Class A-2
Certificate Principal Balance, the Class A-3 Certificate Principal Balance, and
the Class A-4 Certificate Principal Balance have not been reduced to zero, and
prior to the Cross-over Date, zero, (ii) on any Distribution Date as to which
the Principal Distribution Tests are not met and the Class A-1 Certificate
Principal Balance, the Class A-2 Certificate Principal Balance, the Class A-3
Certificate Principal Balance, and the Class A-4 Certificate Principal Balance
have not been reduced to zero, zero, (iii) on any Distribution Date as to which
the Principal Distribution Tests are not met and the Class A-1 Certificate
Principal Balance, the Class A-2 Certificate Principal Balance, the Class A-3
Certificate Principal Balance and the Class A-4 Certificate Principal Balance
each have 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 M-2 Principal Distribution
Amount.

     "Class M-2 Percentage":  With respect to any Distribution Date, the
      --------------------
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the Class M-2 Adjusted Certificate Principal Balance
immediately prior to such Distribution Date and the denominator of which is the
Pool Scheduled Principal Balance of the Assets immediately prior to such
Distribution Date.

     "Class M-2 Principal Distribution Amount":  For any Distribution Date will
      ---------------------------------------
equal (i) as long as the Class A-1 Certificate Principal Balance, the Class A-2
Certificate Principal Balance, the Class A-3 Certificate Principal Balance and
the Class A-4 Certificate Principal Balance and the Class M-1 Certificate
Principal Balance have not been reduced to zero and prior to the Cross-over
Date, zero, (ii) on any Distribution Date as to which the Principal Distribution
Tests are not met and the Class A-1 Certificate Principal Balance, the Class A-2
Certificate Principal Balance, the Class A-3 Certificate Principal Balance and
the Class A-4 Certificate Principal Balance and the Class M-1 Certificate
Principal Balance have not been reduced to zero, zero, (iii) on any Distribution
Date as to which the Principal Distribution Tests are not met and the Class A-1
Certificate Principal Balance, the Class A-2 Certificate Principal Balance, the
Class A-3 Certificate Principal Balance and the Class A-4 Certificate Principal
Balance and the Class M-1 Certificate Principal Balance each have been reduced
to zero, the Principal Distribution Amount, or (iv) on any other Distribution
Date, the Class M-2 Percentage of the Principal Distribution Amount,  in any
case subject to increase as described in the last sentence of the definition of
"Class B-2 Principal Distribution Amount." For any Distribution Date, if the
Class M-2 Principal Distribution Amount exceeds the Class M-2 Certificate
Principal Balance less the Principal Distribution Shortfall Carryover Amount
with respect to such Class and Distribution Date, then such amounts shall be
allocated to the Class B-1 Principal Distribution Amount.

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

                                      S-9
<PAGE>

     "Class R-1 Certificates":  Following the division of the Class R
      ----------------------
Certificates into three separately transferable, certificated and fully
registered certificates in accordance with Section 14(b) hereof, the Class R-1
Certificates, which will represent the Issuing REMIC Residual Interest.

     "Class R-2 Certificates":  Following the division of the Class R
      ----------------------
Certificates into three separately transferable, certificated and fully
registered certificates in accordance with Section 14(b) hereof, the Class R-2
Certificates, which will represent the Intermediate REMIC Residual Interest.

     "Class R-3 Certificates":  Following the division of the Class R
      ----------------------
Certificates into three separately transferable, certificated and fully
registered certificates in accordance with Section 14(b) hereof, the Class R-3
Certificates, which will represent the Pooling REMIC Residual Interest.

     "Class S-1 Interest," "Class S-2(1) Interest," "Class S-2(2) Interest,"
      -------------------   ----------------------   ----------------------
"Class S-2(3) Interest," "Class S-2(4) Interest," "Class S-2(5) Interest,"
-----------------------   ----------------------   ----------------------
"Class S-2(6) Interest," "Class S-2(7) Interest," "Class S-2(8) Interest,"
-----------------------   ----------------------   ----------------------
"Class S-2(9) Interest," "Class S-2(10) Interest," "Class S-2(11) Interest,"
-----------------------   -----------------------   -----------------------
"Class S-2(12) Interest," "Class S-2(13) Interest," "Class S-2(14) Interest,"
------------------------   -----------------------   -----------------------
"Class S-2(15) Interest," "Class S-2(16) Interest," "Class S-2(17) Interest,"
------------------------   -----------------------   -----------------------
"Class S-2(18) Interest," "Class S-2(19) Interest," "Class S-2(20) Interest,"
------------------------   -----------------------   -----------------------
"Class S-2(21) Interest," "Class S-2(22) Interest," "Class S-2(23) Interest,"
------------------------   -----------------------   -----------------------
"Class S-2(24) Interest," "Class S-2(25) Interest," "Class S-2(26) Interest,"
------------------------   -----------------------   -----------------------
"Class S-2(27) Interest" or "Class S-2(28) Interest" means, respectively, a
-----------------------      ----------------------
regular interest in the Pooling REMIC which is held as an asset of the
Intermediate REMIC, is entitled to monthly distributions as provided in Section
3 hereof, and has the Subsidiary Interest Principal Balance and bears interest
at the Pass-Through Rate specified in Section 3 hereof.

     "Class S-2 Interest" Any of the Class S-2(1) Interest, Class S-2(2)
      ------------------
Interest, Class S-2(3) Interest, Class S-2(4) Interest, Class S-2(5) Interest,
Class S-2(6) Interest, Class S-2(7) Interest, Class S-2(8) Interest, Class S-
2(9) Interest, Class S-2(10) Interest, Class S-2(11) Interest, Class S-2(12)
Interest, Class S-2(13) Interest, Class S-2(14) Interest, Class S-2(15)
Interest, Class S-2(16) Interest, Class S-2(17) Interest, Class S-2(18)
Interest, Class S-2(19) Interest, Class S-2(20) Interest, Class S-2(21)
Interest, Class S-2(22) Interest, Class S-2(23) Interest, Class S-2(24)
Interest, Class S-2(25) Interest, Class S-2(26) Interest, Class S-2(27) Interest
or Class S-2(28) 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
Adjusted 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

                                     S-10
<PAGE>

A, Class M and Class B Subaccounts shall be the Pass-Through Rates on the
respective Corresponding Certificates.

     "Closing Date":  May 30, 2001.
      ------------

     "Contract of Insurance Holder": The Chase Manhattan Bank, a New York
      ----------------------------
banking corporation, or any successor appointed as herein provided.  Notices to
the Contract of Insurance Holder shall be sent to The Chase Manhattan Bank, 450
West 33rd Street, 14th floor New York, NY 10006, Attn:  OMI Trust 2001-C, or its
successor in interest.

     "Corporate Trust Office":  The address set forth hereinbelow under
      ----------------------
"Trustee."
 -------

     "Corresponding Certificates":  For any Subaccount, the Class of
      --------------------------
Certificates bearing the same letter and numerical designation as that borne by
such Subaccount.

     "Corresponding Subaccount"  For any Class of Certificates, the Subaccount
      ------------------------
bearing the same letter and numerical designation as that borne by such Class.

     "Cross-over Date":  The later to occur of (a) the Distribution Date
      ---------------
occurring in December 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 1.94
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 May 1, 2001 and the denominator of which is
the Pool Scheduled Principal Balance as of May 1, 2001.

     "Cumulative Realized Losses":  With respect to any Distribution Date, the
      --------------------------
aggregate Realized Losses incurred on the Assets during the period from May 1,
2001 through the end of the related Prepayment Period.

     "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 (other than the Class A-IO Certificates).

     "Current Realized Loss Ratio":  With respect to any Distribution Date, the
      ---------------------------
annualized percentage derived from the fraction, the numerator of which is the
sum of the aggregate Realized Losses in respect of the Assets for the three
preceding Prepayment Periods and the denominator of which is the arithmetic
average of the Pool Scheduled Principal Balances for such Distribution Date and
the preceding two Distribution Dates.

     "Cut-off Date":  With respect to the Initial Assets, May 1, 2001, and with
      ------------
respect to the Subsequent Assets, the date such subsequent assets are
transferred to the Trust.

                                     S-11
<PAGE>

     "Distribution Date":  The first Business Day occurring on or after the 15th
      -----------------
of each month, commencing in June, 2001.

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

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

     "Floating Rate Determination Date":  For any Interest Accrual Period for
      --------------------------------
the Class B-1 Certificates other than the first Interest Accrual Period, the
second London Banking Day prior to the commencement of such Interest Accrual
Period, and for the first Interest Accrual Period, the Closing Date.

     "Initial Assets": The Assets identified on Schedule I hereto.
      --------------                            ----------

     "Institutional Holder":  An insurance company whose long-term debt is rated
      --------------------
at least A- (or equivalent rating) by a Rating Agency, or an equivalent rating
from any other nationally recognized statistical rating organization.

     "Interest Accrual Period":  With respect to each Distribution Date (i) for
      -----------------------
the Class B-1 Certificates, the period commencing on the 15th day of the
preceding month through the 14th day of the month in which such Distribution
Date occurs (except that the first Interest Accrual Period for the Class B-1
Certificates will be the period from the Closing Date through June 14, 2001) and
(ii) for the Class A, Class M and Class B-2 Certificates, the calendar month
preceding the month in which the Distribution Date occurs.  Interest on the
Class B-1 Certificates will be calculated on the basis of a 360-day year and the
actual number of days elapsed in the applicable Interest Accrual Period.
Interest on the Class A, Class M and Class B-2 Certificates will be computed on
the basis of a 360-day year consisting of twelve 30-day months.

     "Interest Deficiency Amount":  With respect to the Class M Certificates or
      --------------------------
the Class B Certificates and any Distribution Date, the sum of any of the
Interest Distribution Amount, Carryover Interest Distribution Amount, Writedown
Interest Distribution Amount and Carryover Writedown Interest Distribution
Amount for such Class that would remain unpaid after application of the
Available Distribution Amount in accordance with Sections 5 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 $288,847.98 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 (5) of the Standard
Terms;

     (ii) Class M-2 Certificates, the lesser of (A) the applicable Interest
Deficiency Amount, (B) the positive difference, if any, between $301,861.73 and
the sum of all previous Interest Deficiency Withdrawals made with respect to the
Class M-2 Certificates and (C) the

                                     S-12
<PAGE>

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 (5) of the Standard Terms;

     (iii)  Class B-1 Certificates, the lesser of (A) the applicable Interest
Deficiency Amount, (B) the positive difference, if any, between $227,760.42 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 Amount and amounts
withdrawn therefrom pursuant to Section 4.03(1) through (5) of the Standard
Terms; and

     (iv) Class B-2 Certificates, the lesser of (A) the applicable Interest
Deficiency Amount, (B) the positive difference, if any, between $282,056.25 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 (5) 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, (ii) in the case of the Subordinated Certificates or
the Corresponding Subaccounts, on the Adjusted Certificate Principal Balance of
such Class or the Subaccount Principal Balance of such Subaccount, respectively,
immediately prior to that Distribution Date, and (iii) in the case of the
Subsidiary Interests, the Subsidiary Interest Principal Balance immediately
prior to that Distribution Date.

     "Intermediate REMIC":  The Trust REMIC consisting of the Subsidiary
      ------------------
Interests.

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

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

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

     "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.

                                     S-13

<PAGE>

     "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 Adjusted Weighted Average Net Asset Rate. With respect to any
Subsidiary Interest on any Distribution Date, the then applicable Weighted
Average Net Asset Rate.

     "Pooling REMIC":  The Trust REMIC consisting of the Assets and the
      -------------
Distribution Account.

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

     "Pre-Funded Amount":  $42,529,000, as reduced from time to time.
      -----------------

     "Pre-Funding Account":  The account so designated and established pursuant
      -------------------
to Section 9 hereof, which shall not be an asset of any of the Pooling REMIC,
the Intermediate REMIC or the Issuing REMIC.

     "Pre-Funding Period":  The period beginning on the Closing Date and ending
      ------------------
on the close of business on July 31, 2001.

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

     "Principal Distribution Tests":  With respect to each Distribution Date:
      ----------------------------
(a) the Average Sixty-Day Delinquency Ratio as of such Distribution Date does
not exceed 6.5%; (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
     ------------------                            ----------

     December 2005 through May 2007                    8.0%

                                     S-14
<PAGE>

     June 2007 through May 2008                        9.0%

     June 2008 November 2010                          11.75%

     December 2010 and after                          13.75%

     ; and (c) the Current Realized Loss Ratio as of such Distribution Date does
not exceed 3.50%.

     "Priority Interest Distribution Amount":  For any Subaccount, on any
      -------------------------------------
Distribution Date, an amount equal to the Interest Distribution Amount for the
Corresponding Certificates.

     "Private Certificates":  The Class B-2, Class X and Class R Certificates.
      --------------------

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

     "Rating Agency":  Each of Standard & Poor's Ratings Services (55 Water
      -------------
Street, New York, New York 10041) and Moody's Investors Service, Inc. (99 Church
Street, New York, New York 10007).

     "Record Date":  With respect to each Distribution Date, (i) for the Class
      -----------
B-1 Certificates, the Business Day immediately preceding such Distribution Date,
and (ii) with respect to all other Classes of Certificates, the last Business
Day of the month immediately preceding the month in which such Distribution Date
occurs.

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

     "Residual Certificates":  The Class R Certificates or, following the
      ---------------------
division of the Class R Certificates into three separately transferable,
certificated and fully registered certificates in accordance with Section 14(b)
hereof, the Class R-1 Certificates, Class R-2 Certificates and Class R-3
Certificates.

     "Seller":  OMI Note Trust 2001-A, a Delaware business trust.
      ------

     "Servicer's Representations and Warranties Agreement":  The Servicer's
      ---------------------------------------------------
Representations and Warranties Agreement, dated as of May 1, 2001, by and
between OMI and OAC.

     "Servicing Fee Rate":  (a) As long as OAC is the Servicer, 1.00% per annum,
      ------------------
or (b) if any other Person is the Servicer, 1.50% per annum, or such lesser
amount as may be agreed to by such successor Servicer and the Trustee.

     "Servicing Transition Account"  The account so designated and established
      ----------------------------
pursuant to Section 7 hereof, which shall not be an asset of any of the Pooling
REMIC, the Intermediate REMIC or the Issuing REMIC.


                                     S-15
<PAGE>

     "Subaccount":  Each of the Class A-1, Class A-2, Class A-3, Class A-4,
      ----------
Class A-IO, Class M-1, Class M-2, Class B-1 and Class B-2 Subaccounts described
in Section 3 hereof.

     "Subaccount Principal Balance":  With respect to each Subaccount, on any
      ----------------------------
date of determination, the amount identified as the "Initial Subaccount
Principal Balance" of such Subaccount in Section 3 hereof, minus all amounts
allocated to such Subaccount in reduction of its Subaccount Principal Balance
pursuant to Sections 5(a) and 8 hereof.

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

     "Subsequent Assets": The Assets identified on Schedule II hereto, if any,
      -----------------                            -----------
as may be acquired from time to time following the Closing Date.

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

     "Subsidiary Interest Principal Balance":  For any Distribution Date and
      -------------------------------------
each Class of Subsidiary Interests, the amount identified as the Initial
Subsidiary Interest Principal Balance of such Class in Section 3 hereof, less
all amounts previously distributed to such Class pursuant to Section 5 hereof.

     "Subsidiary Interest Writedown Amount":  With respect to each Distribution
      ------------------------------------
Date, the amount, if any, by which (i) the aggregate Subsidiary Interest
Principal Balance of all the Subsidiary Interests after all distributions have
been made on such Subsidiary Interests of such Distribution Date pursuant to
Sections 5(h)(i) and 5(h)(ii) hereof exceeds (ii) the Pooling Scheduled
Principal Balance of the Assets for the next Distribution Date.

     "Subsidiary Interests":  Each of the Class S-1 and Class S-2 Interests
      --------------------
described in Section 3 hereof.

     "Target Overcollaterization Amount":  With respect to (i) any Distribution
      ---------------------------------
Date prior to the Cross-over Date, shall equal 8.50% of the Pool Scheduled
Principal Balance of the Assets as of May 1, 2001, and (ii) for any other
Distribution Date, shall equal the lesser of (x) 8.50% of the Scheduled
Principal Balance of the Assets as of May 1, 2001, and (y) 14.875% 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 1.00% of
the Pool Scheduled Principal Balance of the Assets as of May 1, 2001.

     "Total Floor Amount":  With respect to any Distribution Date, either (a)
      ------------------
1.00% of the aggregate Pool Scheduled Principal Balance as of May 1, 2001, if
(x) the Class A-1 Certificate Principal Balance, the Class A-2 Certificate
Principal Balance, the Class A-3 Certificate Principal Balance, the Class A-4
Certificate Principal Balance, the Class M-1 Certificate Principal Balance, the
Class M-2 Certificate Principal Balance and the Class B-1 Certificate Principal
Balance have not been reduced to zero immediately prior to such Distribution
Date, and (y) the sum of the Current Overcollateralization Amount and the Class
B-2 Floor Amount is less than 1.00% of the Pool Scheduled Principal Balance as
of May 1, 2001 or (b) zero, in any other case.


                                     S-16
<PAGE>

     "Trustee":  The Chase Manhattan Bank, a New York banking corporation, not
      -------
in its individual capacity but solely as Trustee under this Pooling and
Servicing Agreement, or any successor trustee appointed as herein provided.
Notices to the Trustee shall be sent to 450 West 33rd Street, 14th floor New
York, NY 10006/OMI Trust 2001-C (the "Corporate Trust Office"), or its successor
in interest.

     "Trustee Fee":  On each Distribution Date, the sum of (a) the product
      -----------
obtained by multiplying (a) one-twelfth of the Trustee Fee Rate by the aggregate
Scheduled Principal Balance of the Assets immediately prior to the preceding
Collection Period (without giving effect to any Principal Prepayments, Net
Liquidation Proceeds and Repurchase Prices received (or Realized Losses
incurred) on the day preceding the beginning of such Collection Period), and (b)
the reasonable out-of-pocket expenses of the Trustee, pursuant to Section 8.05
of the Standard Terms.

     "Trustee Fee Rate":  0.0025% per annum.
      ----------------

     "Trust REMIC":  Each of the Pooling REMIC, the Intermediate REMIC and the
      -----------
Issuing REMIC.

     "Underwriters": Credit Suisse First Boston Corporation (whose address is 11
      ------------
Madison Avenue, New York, New York 10010) and Merrill Lynch, Pierce, Fenner &
Smith Incorporated (whose address is 250 Vesey Street, World Financial Center,
North Tower, New York, New York 10281).

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

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

        (a)  The aggregate initial principal amount of Certificates that may be
executed and delivered under this Pooling and Servicing Agreement is limited to
$170,116,000, 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


                                     S-17
<PAGE>

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:


<TABLE>
<CAPTION>
                     Initial Certificate           Pass Through               Final Scheduled
Designation          Principal Balance                Rate                 Distribution Dates(12)
-----------          -----------------                ----                 ------------------
<S>                  <C>                          <C>                      <C>
   A-1                  $42,800,000                    (1)                     October 2012
   A-2                  $35,100,000                    (2)                    September 2017
   A-3                  $16,100,000                    (3)                     February 2021
   A-4                  $26,869,000                    (4)                     December 2030
   A-IO                     (5)                        (5)                       May 2008
   M-1                  $14,326,000                    (6)                       June 2031
   M-2                  $13,431,000                    (7)                       June 2031
   B-1                  $10,745,000                    (8)                       June 2031
   B-2                  $10,745,000                    (9)                       June 2031
   X                        (10)                      (10)                       June 2031
   R                        (11)                      (11)                       June 2031
</TABLE>

     (1)  The Pass-Through Rate on the Class A-1 Certificates for any
     Distribution Date shall be equal to the lesser of (i) 5.160% per annum and
     (ii) the Adjusted Weighted Average Net Asset Rate of the Assets.

     (2)  The Pass-Through Rate on the Class A-2 Certificates for any
     Distribution Date shall be equal to the lesser of (i) 5.920% per annum and
     (ii) the Adjusted Weighted Average Net Asset Rate of the Assets.

     (3)  The Pass-Through Rate on the Class A-3 Certificates for any
     Distribution Date shall be equal to the lesser of (i) 6.610% per annum and
     (ii) the Adjusted Weighted Average Net Asset Rate of the Assets.

     (4)  The Pass-Through Rate on the Class A-4 Certificates for any
     Distribution Date shall be equal to the lesser of (i) 7.405% per annum and
     (ii) the Adjusted Weighted Average Net Asset Rate of the Assets.

     (5)  The Class A-IO Certificates are interest only certificates that have
     no principal balance but are entitled to distributions of interest at a
     Pass-Through Rate for any Distribution Date equal to 6.00% per annum on the
     Class A-IO Notional Principal Balance.

     (6)  The Pass-Through Rate on the Class M-1 Certificates for any
     Distribution Date shall be equal to the lesser of (i) 8.065% per annum and
     (ii) the Adjusted Weighted Average Net Asset Rate of the Assets.

     (7)  The Pass-Through Rate on the Class M-2 Certificates for any
     Distribution Date shall be equal to the lesser of (i) 8.990% per annum and
     (ii) the Adjusted Weighted Average Net Asset Rate of the Assets.

     (8)  The Pass-Through Rate on the Class B-1 Certificates for any
     Distribution Date shall be the per annum rate equal to the lesser of (i)
     One-Month LIBOR, as determined (except for the initial Distribution Date)
     on the applicable Floating Rate Determination Date, plus 4.390% and (ii)
     the Adjusted Weighted Average Net Asset Rate of the Assets.  For the
     initial Distribution Date, the Pass-Through Rate for the Class B-1
     Certificates will be 8.47875% per annum, and the initial Interest Accrual
     Period for the Class B-1 Certificates will commence on the Closing Date and
     end on June 15, 2001.


                                     S-18
<PAGE>

     (9)  The Pass-Through Rate on the Class B-2 Certificates for any
     Distribution Date shall be equal to the lesser of (i) 10.500% per annum and
     (ii) the Adjusted Weighted Average Net Asset Rate of the Assets

     (10) 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.

     (11) The Class R Certificates shall have no Certificate Principal Balance
     and no Pass-Through Rate, and shall represent the residual interest in each
     of the Pooling REMIC, the Intermediate REMIC and the Issuing REMIC.
     Following the division of the Class R Certificates into three separately
     transferable, certificated and fully registered certificates in accordance
     with Section 14(b) hereof, the Class R-1, Class R-2 and Class R-3
     Certificates shall have no Certificate Principal Balances and no Pass-
     Through Rates and shall represent the residual interest in the Issuing
     REMIC, the Intermediate REMIC and the Pooling REMIC, respectively.

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

     (b)  The Subaccounts are being issued in nine classes and are hereby
designated as constituting the "regular interests" in the Intermediate REMIC for
the purposes of Section 860G(a)(1) of the Code. The following terms of the
Subaccounts are irrevocably established as of the Closing Date:


                                     S-19
<PAGE>

<TABLE>
<CAPTION>
  Subaccount          Pass-Through Rate      Initial Subaccount            Final Scheduled
                                              Principal Balance           Distribution Date
--------------     -----------------------  --------------------      --------------------
<S>                  <C>                    <C>                       <C>
Class A-1            Adjusted Weighted             $42,800,000           October 2012
                     Average Net Asset
                     Rate

Class A-2            Adjusted Weighted              35,100,000          September 2017
                     Average Net Asset
                     Rate

Class A-3            Adjusted Weighted              16,100,000          February 2021
                     Average Net Asset
                     Rate

Class A-4            Adjusted Weighted              26,896,000          December 2030
                     Average Net Asset
                     Rate

Class A-IO           6.00% per annum                         0             May 2008
                     through and
                     including the
                     Distribution Date
                     in May 2008 and 0%
                     thereafter

Class M-1            Adjusted Weighted              14,326,000            June 2031
                     Average Net Asset
                     Rate

Class M-2            Adjusted Weighted              13,431,000            June 2031
                     Average Net Asset
                     Rate

Class B-1            Adjusted Weighted              10,745,000            June 2031
                     Average Net Asset
                     Rate

Class B-2            Adjusted Weighted              10,745,000            June 2031
                     Average Net Asset
                     Rate
</TABLE>

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

     (c) The Subsidiary Interests are being issued in 28 classes and are hereby
designated as constituting the "regular interests" in the Pooling REMIC for the
purposes of Section 860G(a)(1) of the Code.  The following terms of the
Subsidiary Interests are irrevocably established as of the Closing Date:

                                     S-20
<PAGE>

<TABLE>
<CAPTION>
  Subsidiary          Pass-Through Rate              Initial Subsidiary            Final Scheduled
   Interest                                          Interest Principal           Distribution Date
                                                           Balance
--------------     ----------------------        -------------------------      --------------------
<S>                  <C>                           <C>                            <C>
Class S-1            Weighted Average                     $119,070,130                June 2031
                     Net Asset Rate

Class S-2(1)         Weighted Average                        1,000,000                June 2031
                     Net Asset Rate

Class S-2(2)         Weighted Average                        2,000,000                June 2031
                     Net Asset Rate

Class S-2(3)         Weighted Average                        1,000,000                June 2031
                     Net Asset Rate

Class S-2(4)         Weighted Average                        2,000,000                June 2031
                     Net Asset Rate

Class S-2(5)         Weighted Average                        1,000,000                June 2031
                     Net Asset Rate

Class S-2(6)         Weighted Average                        2,000,000                June 2031
                     Net Asset Rate

Class S-2(7)         Weighted Average                        2,000,000                June 2031
                     Net Asset Rate

Class S-2(8)         Weighted Average                        1,000,000                June 2031
                     Net Asset Rate

Class S-2(9)         Weighted Average                        2,000,000                June 2031
                     Net Asset Rate

Class S-2(10)        Weighted Average                        1,000,000                June 2031
                     Net Asset Rate

Class S-2(11)        Weighted Average                        2,000,000                June 2031
                     Net Asset Rate

Class S-2(12)        Weighted Average                        1,000,000                June 2031
                     Net Asset Rate

Class S-2(13)        Weighted Average                        2,000,000                June 2031
                     Net Asset Rate

Class S-2(14)        Weighted Average                        1,000,000                June 2031
                     Net Asset Rate

Class S-2(15)        Weighted Average                        2,000,000                June 2031
                     Net Asset Rate

Class S-2(16)        Weighted Average                        1,000,000                June 2031
                     Net Asset Rate

Class S-2(17)        Weighted Average                        1,000,000                June 2031
                     Net Asset Rate
</TABLE>
                                     S-21
<PAGE>

<TABLE>
<S>                  <C>                                    <C>                       <C>
Class S-2(18)        Weighted Average                        1,000,000                June 2031
                     Net Asset Rate

Class S-2(19)        Weighted Average                        2,000,000                June 2031
                     Net Asset Rate

Class S-2(20)        Weighted Average                        1,000,000                June 2031
                     Net Asset Rate

Class S-2(21)        Weighted Average                        1,000,000                June 2031
                     Net Asset Rate

Class S-2(22)        Weighted Average                        1,000,000                June 2031
                     Net Asset Rate

Class S-2(23)        Weighted Average                        1,000,000                June 2031
                     Net Asset Rate

Class S-2(24)        Weighted Average                        1,000,000                June 2031
                     Net Asset Rate

Class S-2(25)        Weighted Average                        1,000,000                June 2031
                     Net Asset Rate

Class S-2(26)        Weighted Average                        1,000,000                June 2031
                     Net Asset Rate

Class S-2(27)        Weighted Average                        1,000,000                June 2031
                     Net Asset Rate

Class S-2(28)        Weighted Average                       24,000,000                June 2031
                     Net Asset Rate

</TABLE>

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

Section 4.  Denominations.
            -------------

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

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

Section 5.  Distributions.
            -------------

     (a) On each Distribution Date, the Trustee (or the Paying Agent on behalf
of the Trustee) shall allocate the Available Distribution Amount to the various
Subaccounts, and, where applicable, OAC, to the extent of the amount thereof
remaining after application pursuant to clauses

                                     S-22
<PAGE>

clauses (1) through (5) of Section 4.03 of the Standard Terms, in the following
manner and in the following order of priority as directed in writing by the
Servicer:

     (i)     First, sequentially, (A) first, concurrently to each Class A
     Subaccount, (1) first, its Priority Interest Distribution Amount for such
     Distribution Date, in each case with the Available Distribution Amount
     being allocated among the Class A Subaccounts pro rata based on their
     respective Priority Interest Distribution Amounts, and (2) second, the
     related Carryover Interest Distribution Amount for such Distribution Date,
     if any, in each case with the Available Distribution Amount being allocated
     among the Class A Subaccounts pro rata based on their respective Carryover
     Interest Distribution Amounts, and (B) second, concurrently to each Class A
     Subaccount (and to other Subaccounts to the extent necessary, starting with
     the more senior Subaccounts) an amount of Carryover Non-Priority Interest
     Distribution Amount and Non-Priority Interest Distribution Amount (in that
     order) for such Distribution Date equal to the amount deposited in the
     Certificateholders' Interest Carryover Account on such Distribution Date
     pursuant to Section 5(b)(i) below, in each case with the Available
     Distribution Amount being allocated among the Class A Subaccounts (or other
     Subaccounts to the extent necessary) pro rata based on their respective
     Carryover Non-Priority Interest Distribution Amounts or Non-Priority
     Interest Distribution Amounts, as applicable;

     (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, at the related Pass-Through Rate;

     (iii)   Third, to the Class M-2 Subaccount, (A) first, the related Priority
     Interest Distribution Amount for such Distribution Date, and (B) second,
     any related Carryover Interest Distribution Amount for such Distribution
     Date, at the related Pass-Through Rate;

     (iv)    Fourth, to the Class B-1 Subaccount, (A) first, the related
     Priority Interest Distribution Amount for such Distribution Date, and (B)
     second, any related Carryover Interest Distribution Amount for such
     Distribution Date, at the related Pass-Through Rate;

     (v)     Fifth, to the Class B-2 Subaccount, (A) first, the related Priority
     Interest Distribution Amount for such Distribution Date, and (B) second,
     any related Carryover Interest Distribution Amount for such Distribution
     Date, at the related Pass-Through Rate;

     (vi)    Sixth, concurrently, to each Class A Subaccount (other than the
     Class A-IO Subaccount), the related Principal Distribution Shortfall
     Carryover Amount for the Class A Subaccounts, if any, for such Distribution
     Date, allocated among the Class A Subaccounts pro rata based on their
     respective Principal Distribution Shortfall Carryover Amounts;

     (vii)   Seventh, sequentially to the Class A-1 Subaccount, the Class A-2
     Subaccount, the Class A-3 Subaccount, and the Class A-4 Subaccount, the
     Class A Principal Distribution

                                     S-23
<PAGE>

     Amount, allocated in the foregoing sequential order, in reduction of their
     respective Subaccount Principal Balances; in each case, until the
     Certificate Principal Balance of the Corresponding Class has been reduced
     to zero;

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

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

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

     (xi)    Eleventh, to the Class B-2 Subaccount, (A) first, the related
     Principal Distribution Shortfall Carryover Amount for the Class B-2
     Subaccount, if any, for such Distribution Date, and (B) second, the
     Class B-2 Principal Distribution Amount, in reduction of the Subaccount
     Principal Balance of such Class, until the Class B-2 Certificate Principal
     Balance is reduced to zero;

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

     (xiii)  Thirteenth, to each Subaccount, (i) first, its Carryover Non-
     Priority Interest Distribution Amount for such Distribution Date
     distributed pursuant to Sections 5(a)(i) and 5(a)(v) above, (ii) second,
     its Non-Priority Interest Distribution Amount for such Distribution Date
     distributed pursuant to Sections 5(a)(i) and 5(a)(v) above;

     (xiv)   Fourteenth, to each Subaccount, (i) first, its Carryover Non-
     Priority Interest Distribution Amount for such Distribution Date (less any
     amounts distributed pursuant to Section 5(a)(xii) above), (ii) second, its
     Non-Priority Interest Distribution Amount for

                                     S-24
<PAGE>

     such Distribution Date (less any amounts distributed pursuant to Section
     5(a)(xii) above), 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

     (xv)    Finally, any remainder to the Holders of the Intermediate REMIC
     Residual Interest.

     (b)     On each Distribution Date, after all Subaccount allocations have
been made as described in Section 5(a) above and Section 8 below, the Trustee
(or the Paying Agent on behalf of the Trustee) shall withdraw all amounts
allocated to the various Subaccounts, and shall distribute such amounts in the
following manner and in the following order of priority:

     (i)     First, sequentially, (A) first, concurrently to each Class of Class
     A Certificates, (1) first, its Interest Distribution Amount for such
     Distribution Date, in each case with the Available Distribution Amount
     being allocated among such Classes pro rata based on their respective
     Interest Distribution Amounts, and (2) second, the related Carryover
     Interest Distribution Amount, if any, for such Distribution Date, in each
     case with the Available Distribution Amount being allocated among the
     Classes of Class A Certificates pro rata based on their respective
     Carryover Interest Distribution Amounts;

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

     (iii)   Third, to the Class M-2 Certificates, (A) first, the related
     Interest Distribution Amount for such Distribution Date, and (B) second,
     any related Carryover Interest Distribution Amount for such Distribution
     Date;

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

     (v)     Fifth, 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;

     (vi)    Sixth, concurrently, to each Class of the Class A Certificates
     (other than the Class A-IO Certificates), the related Principal
     Distribution Shortfall Carryover Amount for the Class A Certificates, if
     any, for such Distribution Date, allocated among the Class A Certificates
     (other than the Class A-IO Certificates) pro rata based on their respective
     Principal Distribution Shortfall Carryover Amounts;

     (vii)   Seventh, sequentially to the Class A-1 Certificates, the Class A-2
     Certificates, the Class A-3 Certificates and the Class A-4 Certificates,
     the Class A Principal Distribution Amount, allocated in the foregoing
     sequential order, in reduction of their respective Certificate Principal
     Balances,  in each case, until it has been reduced to zero;

                                     S-25
<PAGE>

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

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

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

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

     (xii)   Twelfth, sequentially (A) to each class of Class A Certificates
     (other than the Class A-IO Certificates) in the manner provided in
     Subparagraph (vii) above, (B) to the Class M-1 Certificates, (C) to the
     Class M-2 Certificates, (D) to the Class B-1 Certificates and (E) to the
     Class B-2 Certificates, in that order, the Accelerated Principal
     Distribution Amount for such Distribution Date, in reduction of the
     Certificate Principal Balance of each Class until it has been reduced to
     zero;

     (xiii)  Thirteenth, sequentially, (1) first, for deposit in the
     Certificateholders' Interest Carryover Account, an amount equal to (a) the
     Certificateholders' Interest Carryover Amount in respect of the Class B-1
     Certificates, if any, for such Distribution Date plus, but not in
     duplication, (b) the Certificateholders' Interest Carryover Amount in
     respect of the Class B-1 Certificates, if any, remaining unpaid from any
     previous Distribution Date, (2) second, to the Class B-1 Certificates, the
     Certificateholders' Interest Carryover Amount in respect of the Class B-1
     Certificates, if any, for such  Distribution Date, and (3) third, to the
     Class B-1 Certificates, the Certificateholders' Interest Carryover Amount
     in respect of the Class B-1 Certificates, if any, remaining unpaid from any
     previous Distribution Date;

     (xiv)  Fourteenth, to the Class X Certificates, in the following sequential
     order:

                                     S-26
<PAGE>

             (A) the current Class X Strip Amount; and

             (B) any Class X Carryover Strip Amount;

     (xv)    Fifteenth, to the Class X Certificates, any amounts remaining in
     the Certificateholders' Interest Carryover Account after all payments made
     pursuant to Section 5(b)(xiii) above; and

     (xvi)   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;

     (ii)    to the Class M-2 Subaccount, the Interest Deficiency Withdrawal for
     such Class, if any;

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

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

     (iv)    Finally, any remainder to Holders of the Intermediate REMIC
     Residual Interest .

     (d)     On each Distribution Date, after all Subaccount allocations have
been made as described in Section 5(c) above, the Trustee (or the Paying Agent
on behalf of the Trustee) shall withdraw all amounts allocated to the various
Subaccounts pursuant to Section 5(c) above, and shall distribute such amounts in
the following manner and in the following order of priority all in accordance
with the related Remittance Report:

     (i)     to the Class M-1 Certificates, the Interest Deficiency Withdrawal
     for such Class, if any;

     (ii)    to the Class M-2 Certificates, the Interest Deficiency Withdrawal
     for such Class, if any;

     (iii)   to the Class B-1 Certificates, the Interest Deficiency Withdrawal
     for such Class, if any;

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

                                     S-27
<PAGE>

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

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

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

     (h)     On each Distribution Date, the Subsidiary Interests shall receive
distributions, to the extent of the Available Distribution Amount, in the
following order of priority:

             (i)     first, each of the Class S-1 and Class S-2 Interests shall
             receive pro rata, based on their respective entitlements, (i) their
             Interest Distribution Amounts, plus

                                     S-28
<PAGE>

             (ii)    any Carryover Interest Distribution Amount with respect to
             such Class;

             (ii)    second, distributions of principal (including any Principal
             Distribution Shortfall Carryover Amounts) shall be made to the
             Class S-1 and Class S-2 Interests sequentially, first to the Class
             S-1 Interest until the Subsidiary Interest Principal Balance of
             such Class has been reduced to zero, and second to the Class S-2
             Interests, sequentially in numeric order, until the Subsidiary
             Interest Principal Balance of each such Class has been reduced to
             zero, provided, that for purposes of this Section 5(h)(ii), any
             Subsidiary Interest Writedown Amounts shall be treated as
             distributions of principal, and shall reduce the Subsidiary
             Interest Principal Balances accordingly; and

             (iii)   third, any amounts remaining to the Holders of the Pooling
             REMIC Residual Interest.

Section 6.  Establishment of Certificateholders' Interest Carryover Account.
            ---------------------------------------------------------------

     No later than the Closing Date, the Trustee will establish and
maintain the Certificateholders' Interest Carryover Account as a non-interest
bearing trust account.  The Certificateholders' Interest Carryover Account shall
be an Eligible Account.  The Certificateholders' Interest Carryover Account will
not be an asset of any of the Pooling REMIC, the Intermediate REMIC, or the
Issuing REMIC.  For federal income tax purposes, the holders of the Class X
Certificates will be treated as the owners of the Certificateholders' Interest
Carryover Account and the Trustee and the holders of the Class X Certificates
shall treat amounts distributed by the Issuing REMIC to the Certificateholders'
Interest Carryover Account as having been distributed with respect to the Class
X Certificates and as reducing the Class X Strip Amount or the Class X Carryover
Strip Amount, as applicable.  Distributions to the holders of the Class X
Certificates out of the Certificateholders' Interest Carryover Account shall not
be considered to be distributions from any of the Pooling REMIC, the
Intermediate REMIC, or the Issuing REMIC.  The parties hereto intend and agree
to treat the Certificateholders' Interest Carryover Account as an arrangement
described in Treasury Regulations Section 1.61-13(b); provided, that if the
Internal Revenue Service does not permit such treatment, the parties hereto
intend and agree that, solely for federal and, to the extent applicable, state
and local tax purposes, (i) if the Class X Certificates are held by a single
Holder, that the assets and liabilities of the Certificateholders' Interest
Carryover Account be treated solely for federal income tax purposes as assets
and liabilities of the Class X Certificateholder pursuant to Treasury
Regulations Section 301.7701-3(b)(ii), and (ii) if the Class X Certificates are
held by more than one Holder, the Certificateholders' Interest Carryover Account
be treated solely for federal income tax purposes as a partnership pursuant to
Treasury Regulations Section 301.7701-3(b)(ii), in which event each Class X
Certificateholder, including all successors to the original Class X
Certificateholder, irrevocably elects under Section 761 of the Code to exclude
the Certificateholders' Interest Carryover Account from the application of
Subchapter K of the Code.  The Trustee shall separately report to any Class X
Certificateholders amounts deposited into and paid to Class X Certificateholders
from the Certificateholders' Interest Carryover Account.  Amounts on deposit in
the Certificateholders' Interest Carryover Account shall not be reinvested.

                                     S-29
<PAGE>

Section 7.  Servicing Transition Account.
            ----------------------------

        (a) The Trustee shall establish and maintain at the Corporate Trust
Office, a separate trust account (the "Servicing Transition Account") titled
"The Chase Manhattan Bank, as Trustee of OMI Trust 2001-C, Servicing Transition
Account."

        (b) On the Closing Date, the Servicer shall deposit $175,000 in the
Servicing Transition Account.

        (c) The Trustee shall release amounts on deposit in the Servicing
Transition Account to the successor Servicer of OAC, if any, from time to time
upon the receipt of written certification of such successor Servicer that OAC
has not reimbursed to such successor Servicer costs and expenses incurred by
such successor Servicer pursuant to Section 7.02 of the Standard Terms. Each
such certification shall list such reimbursable expenses in reasonable detail.

        (d) On the earlier of (i) the date that this Agreement is terminated and
(ii) the date the long-term senior debt rating of OHC is rated at least "Baa3"
by Moody's and "BBB-" by Standard & Poor's, the Trustee shall withdraw (or
direct the holder of the applicable account to withdraw) all amounts on deposit
in the Servicing Transition Account and pay such amounts to OAC and at such time
the Servicing Transition Account shall be closed.

        (e) The Servicing Transition Account shall be part of the Trust, but not
part of the Pooling REMIC, the Intermediate REMIC or the Issuing REMIC. The
Trustee, on behalf of the Trust, shall be the legal owner of the Servicing
Transition Account. The Servicing Transition account shall be an "outside
reserve fund" within the meaning of Treasury regulation (S) 1.860G-2(h) and
shall be treated as beneficially owned for federal income tax purposes by OAC.
For all federal tax purposes, amounts transferred by any of the Pooling REMIC,
the Intermediate REMIC or the Issuing REMIC to the Servicer Transition Account
shall be treated as amounts distributed by the applicable REMIC to OAC.

Section 8.  Allocation of Writedown Amounts.
            -------------------------------

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

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

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

        (c) Third, to the Class M-2 Subaccount, to be applied in reduction of
the Adjusted Subaccount Principal Balance of such Subaccount, until the Adjusted
Subaccount Principal Balance has been reduced to zero; and

                                     S-30
<PAGE>

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

        (e) Writedown Amounts allocated to the Class B-2, Class B-1, Class M-2
and Class M-1 Subaccounts pursuant to this Section 8 shall be allocated to the
Class B-2, Class B-1, Class M-2 and Class M-1 Certificates, respectively, until
the Adjusted Certificate Principal Balance of each such Class has been reduced
to zero.

Section 9.  Pre-Funding Account.
            -------------------

        (a) On or before the Closing Date, the Trustee shall establish a pre-
funding account (the "Pre-Funding Account"), which must be an Eligible Account.
The Pre-Funding account is to be held by and for the benefit of the Trustee on
behalf of the Certificateholders, and shall be either in the Trustee's name or
designated in a manner that reflects the custodial nature of the account and
that all funds (excluding investment earnings thereon) in such account are held
for the benefit of the Trustee.

        (b) On or before the Closing Date, OMI shall deposit $42,529,000.00 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 each Subsequent Transfer Date, OMI shall sell to the Trustee,
            without recourse, the Subsequent Assets referred to on the related
            Exhibit PF pursuant to the provisions of Article II of the Standard
            Terms, and this Agreement. On each Subsequent Transfer Date Servicer
            shall execute and deliver a Servicer Custodial Certification
            pursuant to Section 2.02(b) of the Standard Terms, and the Trustee
            shall execute and deliver an Initial Certification pursuant to
            Section 2.03(c)(1) of the Standard Terms

            (3) On the last day of the Pre-Funding Period, the Trustee shall
            deposit into the Distribution Account any amounts then remaining in
            the Pre-Funding Account, net of investment earnings, which amounts
            shall be included in the Available Distribution Amount for the
            August 2001 Distribution Date and distributed as an additional
            prepayment of principal to Certificateholders in accordance with the
            Remittance Report prepared by the Servicer then entitled to such
            distributions.

        (c) The Pre-Funding Account shall be part of the Trust, but not part of
the Pooling REMIC, the Intermediate REMIC or the Issuing REMIC. The Trustee, on
behalf of the Trust,
                                     S-31
<PAGE>

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. (S) 860G(a)(3)(A)(ii).

Section 10.  Capitalized Interest Account.
             ----------------------------

     (a)     On or before the Closing Date, the Trustee shall establish the
Capitalized Interest Account, which must be an Eligible Account.  The
Capitalized Interest Account is to be held by and for the benefit of the Trustee
on behalf of the Certificateholders, and shall be either in the Trustee's name
or designated in a manner that reflects the custodial nature of the account and
that all funds (including investment earnings thereon) in such account are held
for the benefit of the Trustee.

     (b)     On or before the Closing Date, OMI shall deposit $260,000 in the
Capitalized Interest Account. The Trustee shall, on the Business Day immediately
preceding each Capitalized Interest Account Distribution Date, withdraw the
Capitalized Interest Account Withdrawal Amount (as calculated by the Servicer
and set forth in the related Remittance Report pursuant to Section 11(a)(9)), if
any, from the Capitalized Interest Account in order to pay:

     (i)   first, any deficiency in the Available Distribution Amount to pay the
           related Interest Distribution Amount and any related Carryover
           Interest Distribution Amount for the Class A Certificates for such
           Distribution Date,

     (ii)  second, any deficiency in the Available Distribution Amount to pay
           the related Interest Distribution Amount and any related Carryover
           Interest Distribution Amount for the Class M-1 Certificates for such
           Distribution Date,

     (iii) third, any deficiency in the Available Distribution Amount to pay the
           related Interest Distribution Amount and any related Carryover
           Interest Distribution Amount for the Class M-2 Certificates for such
           Distribution Date,

     (iv)  fourth, any deficiency in the Available Distribution Amount to pay
           the related Interest Distribution Amount and any related Carryover
           Interest Distribution Amount for the Class B-1 Certificates for such
           Distribution Date, and

     (v)   fifth, any deficiency in the Available Distribution Amount to pay the
           related Interest Distribution Amount and any related Carryover
           Interest Distribution Amount for the Class B-2 Certificates for such
           Distribution Date.

                                     S-32
<PAGE>

     (c)     The Capitalized Interest Account shall be part of the Trust, but
not part of the Pooling REMIC, the Intermediate REMIC or the Issuing REMIC. The
Trustee, on behalf of the Trust, shall be the legal owner of the Capitalized
Interest Account. OMI shall be the beneficial owner of the Capitalized Interest
Account, subject to the foregoing power of the Trustee to withdraw amounts from
the Capitalized Interest Account. Funds in the Capitalized Interest Account
shall, at the direction of the Servicer, be invested in Eligible Investments
that mature no later than the Business Day prior to the related Capitalized
Interest Account Distribution Date. All amounts earned on deposits in the
Capitalized Interest Account shall be taxable to OMI. The Trustee shall release
to OMI all investment earnings in the Capitalized Interest Account upon written
notice from an officer of OMI to the Trustee that all of the Subsequent Assets
have been transferred to the Trust. The Capitalized Interest Account shall be an
"outside reserve fund" within the meaning of Treasury regulation (S) 1.806G-
2(h). The owner of the Capitalized Interest Account for tax purposes shall be
OMI. For all federal tax purposes, amounts transferred by any of the Pooling
REMIC, the Intermediate REMIC, or the Issuing REMIC to the Capitalized Interest
Account shall be treated as amounts distributed by the applicable REMIC to OMI.

     The Trustee shall release to OMI all funds remaining in the Capitalized
Interest Account  on the Distribution Date immediately following the final
transfer of Subsequent Assets to the Trust upon written notice from an officer
of OMI to the Trustee (which may be contained in the Notice and Direction to the
Trustee under Section 9(b)(1)) that all of the Subsequent Assets have been
transferred to the Trust.

Section 11.  Remittance Reports.
             ------------------

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

             (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

                                     S-33
<PAGE>

             the Certificates, the Current Overcollateralization Amount and the
             Target Overcollateralization Amount.

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

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

             (5)    the 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;

             (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, the
             Capitalized Interest Account Withdrawal Amount, and the amount of
             funds, if any, allocated as a prepayment of principal at the end of
             the Pre-Funding Period; and

             (10)   the Certificateholders' Interest Carryover Amount in respect
             of the Class B-1 Certificates.

     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.

                                     S-34
<PAGE>

     (b)     In addition to making available a copy of the related Remittance
Report to each Certificateholder on each Distribution Date in accordance with
Section 4.01 of the Standard Terms, on each Distribution Date, the Trustee shall
make available a copy of the related Remittance Report to the Underwriters (to
the attention of the person, if any, reported to the Trustee by the
Underwriters).

Section 12.  Limited Right of Servicer to Retain Servicing Fees from
             -------------------------------------------------------
             Collections.
             -----------

     The Servicer may retain its Servicing Fee and any other servicing
compensation provided for herein and in the Standard Terms from gross interest
collections on the Assets prior to depositing such collections into the
Certificate Account; 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 (x) under
Section 5(b) hereof.

Section 13.  Determination of One-Month LIBOR.
             --------------------------------

     (a)     The Class B-1 Certificates will be entitled to receive on each
Distribution Date interest distributions at the Pass-Through Rate for such Class
as specified in Section 3 hereof.

     (b)     With respect to the Class B-1 Certificates, One-Month LIBOR shall
be determined as follows:

     On each Floating Rate Determination Date, the Servicer will determine the
     arithmetic mean of the London Interbank Offered Rate ("LIBOR") quotations
     for one-month Eurodollar deposits ("One-Month LIBOR") for the succeeding
     Interest Accrual Period for the Class B-1 Certificates on the basis of the
     Reference Banks' offered LIBOR quotations provided to the Servicer as of
     11:00 a.m. (London time) on such Floating Rate Determination Date. As used
     herein with respect to a Floating Rate Determination Date, "Reference
     Banks" means leading banks engaged in transactions in Eurodollar deposits
     in the international Eurocurrency market (i) with an established place of
     business in London, (ii) whose quotations appear on the Bloomberg Screen
     US0001M Index Page on the Floating Rate Determination Date in question and
     (iii) which have been designated as such by the Servicer and are able and
     willing to provide such quotations to the Servicer on each Floating Rate
     Determination Date; and "Bloomberg Screen US0001M Index Page" means the
     display designated as page "US0001M on the Bloomberg Financial Markets
     Commodities News (or such other pages as may replace such page on that
     service for the purpose of displaying LIBOR quotations of major banks). If
     any Reference Bank should be removed from the Bloomberg Screen US0001M
     Index Page or in any other way fails to meet the qualifications of a
     Reference Bank, the Servicer may, in its sole discretion, designate an
     alternative Reference Bank.

     On each Floating Rate Determination Date, One-Month LIBOR for the next
     succeeding Interest Accrual Period for the Class B-1 Certificates will be
     established by the Servicer as follows:

                                     S-35
<PAGE>

             (i)    If, on any Floating Rate Determination Date, two or more of
             the Reference Banks provide offered One-Month LIBOR quotations on
             the Bloomberg Screen US0001M Index Page, One-Month LIBOR for the
             next Accrual Period for the Class B-1 Certificates will be the
             arithmetic mean of such offered quotations (rounding such
             arithmetic mean if necessary to the nearest five decimal places).

             (ii)   If, on any Floating Rate Determination Date, only one or
             none of the Reference Banks provides such offered One-Month LIBOR
             quotations for the next applicable Interest Accrual Period, One-
             Month LIBOR for the next Accrual Period for the Class B-1
             Certificates will be the higher of (x) One-Month LIBOR as
             determined on the previous Floating Rate Determination Date and (y)
             the Reserve Interest Rate. The "Reserve Interest Rate" will be the
             rate per annum that the Servicer determines to be either (A) the
             arithmetic mean (rounding such arithmetic mean if necessary to the
             nearest five decimal places) of the one-month Eurodollar lending
             rate that New York City banks selected by the Servicer are quoting,
             on the relevant Floating Rate Determination Date, to the principal
             London offices of at least two leading banks in the London
             interbank market or (B) in the event that the Servicer can
             determine no such arithmetic mean, the lowest one-month Eurodollar
             lending rate that the New York City banks selected by the Servicer
             are quoting on such Floating Rate Determination Date to leading
             European banks.

             (iii)  If, on any Floating Rate Determination Date, the Servicer is
             required but is unable to determine the Reserve Interest Rate in
             the manner provided in paragraph (ii) above, One-Month LIBOR for
             the next applicable Interest Accrual Period will be One-Month LIBOR
             as determined on the previous Floating Rate Determination Date.

     Notwithstanding the foregoing, One-Month LIBOR for an Interest Accrual
Period shall not be based on One-Month LIBOR for the previous Interest Accrual
Period on the Class B-1 Certificates for two consecutive Floating Rate
Determination Dates. If, under the priorities described above, One-Month LIBOR
for an Interest Accrual Period on the Class B-1 Certificates would be based on
One-Month LIBOR for the previous Floating Rate Determination Date for the second
consecutive Floating Rate Determination Date, the Servicer shall select an
alternative index (over which the Servicer has no control) used for determining
one-month Eurodollar lending rates that is calculated and published (or
otherwise made available) by an independent third party.

     The establishment of One-Month LIBOR (or an alternative index) by the
Servicer and the Servicer's subsequent calculation of the Pass-Through Rate on
the Class B-1 Certificates for the relevant Interest Accrual Period, in the
absence of manifest error, will be final and binding.

Section 14.  REMIC Administration.
             --------------------

     (a)     For purposes of the REMIC Provisions, all of the Certificates
(except the Residual Certificates) will be designated as the "regular interests"
in the Issuing REMIC; provided, however, that the Class B-1 Certificates will
represent beneficial ownership of a "regular

                                     S-36
<PAGE>

interest" and the right to receive the Certificateholders' Interest Carryover
Amounts. The Subaccounts will be designated as the "regular interests" in the
Intermediate REMIC, and the Subsidiary Interests will be designated as the
"regular interests" in the Pooling REMIC. The Class R Certificates will be
designated as the "residual interest" in each of the Issuing REMIC, the
Intermediate REMIC and the Pooling REMIC and, following the division of the
Class R Certificates into three separately transferable, certificated and fully
registered certificates in accordance with Section 14(b) below, the Class R-1
Certificates will be designated as the "residual interest" in the Issuing REMIC,
the Class R-2 Certificates will be designated as the "residual interest" in the
Intermediate REMIC, and the Class R-3 Certificates will be designated as the
"residual interest in the Pooling REMIC.

     (b)     Upon the request of any registered Holder of a Class R Certificate,
the Trustee shall issue to such Holder three separately transferable,
certificated and fully registered Certificates (a Class R-1 Certificate, a Class
R-2 Certificate and a Class R-3 Certificate), in substantially the forms of
Exhibit R-1, Exhibit R-2 and Exhibit R-3 attached hereto. In the event that the
-----------  -----------     -----------
Class R Certificates are exchanged for separately transferrable Class R-1, Class
R-2 and Class R-3 Certificates: (1) the Class R-1 Certificates will be
designated as the residual interest in the Issuing REMIC, (2) the Class R-2
Certificates will be designated as the residual interest in the Intermediate
REMIC, (3) the Class R-3 Certificates will be designated as the residual
interest in the Pooling REMIC, and (4) the restrictions on the transfer of a
Residual Certificate provided in the Standard Terms will apply to each of the
Class R-1, Class R-2 and the Class R-3 Certificates.

Section 15.  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.

     (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

                                     S-37
<PAGE>

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 16.  Concerning the Contract of Insurance Holder.
             -------------------------------------------

     (a)  Compliance with FHA Regulations and Filing of FHA Claims.

     (1)     The Contract of Insurance Holder shall at all times be reflected as
the lender of record solely for FHA regulatory purposes with respect to each FHA
Asset and shall maintain its status as a HUD approved lender. To the extent
applicable to the duties of the Contract of Insurance Holder hereunder, the
Contract of Insurance Holder shall take or refrain from taking such actions as
directed by the Claims Administrator, as necessary or appropriate to maintain
FHA Insurance for the FHA Assets.

     (2)     As of the Closing Date and at all times thereafter, FHA Insurance
will cover the FHA Assets. The Servicer and Claims Administrator, in each such
capacity, covenants and agrees that it shall not take any action that would
reduce or otherwise diminish the protection of the FHA Insurance. On or before
March 1 of each year after the date of this Agreement, the Servicer shall submit
to the Trustee a certification letter substantially in the form attached hereto
as Exhibit SC.

     (3)     The Trustee hereby appoints the Claims Administrator to facilitate
the servicing of FHA Assets. The Claim Administrator shall perform on behalf of
the Contract of Insurance Holder the duties associated with the submission of
FHA claims in connection with the FHA Insurance, except to the extent that
certain documents must be signed by the Contract of Insurance Holder (in which
case the Contract of Insurance Holder may appoint an attorney-in-fact to sign on
its behalf) and shall not, in its capacity as Claims Administrator or as
Servicer, take any action or omit to take any action that would cause the
Contract of Insurance Holder to violate this Section 16 or otherwise fail to
maintain valid FHA Insurance or cause any denial by FHA of an insurance claim.

     (4)     The Contract of Insurance Holder shall not be deemed to have
violated this Section 16 and shall otherwise incur no liability hereunder if any
failure to maintain valid FHA Insurance or to comply with FHA regulations
requirements or any denial by FHA of an insurance claim shall have been caused
by any act or omission of the Servicer or Claims Administrator in the
performance of its duties hereunder.

     (5)     No Certificateholder, by virtue of holding a Certificate that
evidences a beneficial interest in any FHA Asset, shall have any right against
FHA or HUD with respect to the FHA Insurance applicable to any FHA Asset, and
each Certificateholder, by its acceptance of such

                                     S-38
<PAGE>

Certificate, or any interest therein, shall be deemed to have agreed to the
foregoing.

     (b)     Regarding the Contract of Insurance Holder, the Servicer and the
Trustee.

     (1)     The Contract of Insurance Holder, the Servicer and the Trustee
(including any successor Trustee) shall at all times be approved by HUD as Title
I lender. The Contract of Insurance Holder shall not resign from the obligations
and duties imposed on it by this Agreement as Contract of Insurance Holder
except upon a determination that by reason of a change in legal requirements or
requirements imposed by the FHA (including, without limitation, loss of its
status as a HUD approved lender) the performance of its duties under this
Agreement would cause it to be in violation of such legal requirements or FHA
imposed requirements in a manner which would result in a material adverse effect
on the Contract of Insurance Holder or cause it to become ineligible to hold the
FHA Insurance. Any such determination permitting the resignation of the Contract
of Insurance Holder shall be evidenced by an Opinion of Counsel to such effect
delivered and acceptable to the Trustee. Upon receiving such notice of
resignation, the FHA Insurance shall be transferred to a qualified successor
appointed by the Servicer (which qualified successor must be a HUD approved
Title I lender) by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Contract of Insurance Holder and
one copy to the successor contract of insurance holder.

     (2)     If at any time the Contract of Insurance Holder shall become
incapable of acting, or shall fail to perform its obligations hereunder or shall
be adjudged as bankrupt or insolvent, or a receiver of the Contract of Insurance
Holder or of its property shall be appointed, or any public officer shall take
charge or control of the Contract of Insurance Holder or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, or the
Contract of Insurance Holder shall fail to be "well capitalized" within the
meaning of the Federal Deposit Insurance Act and the regulations thereunder,
then, in any such case the Servicer shall remove the Contract of Insurance
Holder and appoint a successor contract of insurance holder (which successor
must be a HUD approved lender) by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Contract of Insurance Holder so
removed and one copy to the successor contract of insurance holder. Upon removal
of the Contract of Insurance Holder, the outgoing Contract of Insurance Holder
shall take all action required to maintain the benefits of the FHA Insurance;
provided that, if the Contract of Insurance Holder is removed because it has
failed to be "well capitalized" as provided in the preceding sentence, the
Depositor and Servicer each shall bear the expenses incurred in connection with
such transfer.

     (3)     Any resignation or removal of the Contract of Insurance Holder and
appointment of a successor contract of insurance holder pursuant to any of the
provisions of this Section 16 shall become effective upon acceptance of
appointment by the successor contract of insurance holder.

     (4)     The Servicer shall be liable for and shall indemnify, defend and
hold harmless the Trustee and the Contract of Insurance Holder and its officers,
directors, employees, representatives and agents, from and against and reimburse
the Trustee and the Contract of Insurance Holder for any and all claims,
expenses, obligations, liabilities, losses, damages, injuries (to person,
property, or natural resources), penalties, stamp or other similar taxes,
actions, suits, judgments, reasonable costs and expenses (including reasonable
attorney's and

                                     S-39
<PAGE>

agent's fees and expenses) of whatever kind or nature regardless of their merit,
demanded, asserted or claimed against the Trustee and the Contract of Insurance
Holder directly or indirectly relating to, or arising from, claims against the
Trustee and the Contract of Insurance Holder by reason of its participation in
the transactions contemplated under this Section 16 and in connection with the
FHA Asset, including without limitation all reasonable costs required to be
associated with claims for damages to persons or property, and reasonable
attorneys' and consultants' fees and expenses and court costs, except to the
extent caused by the Trustee's or the Contract of Insurance Holder's gross
negligence or willful misconduct. The provisions of this Section 16(b)(4) shall
survive the termination of this Agreement or the earlier resignation or removal
of the Trustee or the Contract of Insurance Holder.

Section 17.  Voting Rights.
             -------------

     The Voting Rights applicable to the Certificates shall be allocated 0.5% to
the Class R Certificates, 0.5% to the Class X Certificates, 1.0% to the Class A-
IO Certificates, and 98% to the other Certificates in proportion with their
respective Certificate Principal Balance; provided, however, that the Class B-2
Certificates, the Class X Certificates and the Class R Certificates shall not be
entitled to any voting rights in respect of any matter concerning the
resignation, termination, appointment or any other matters in respect of the
service or duties of the Trustee.

Section 18.  Trustee Certification.
             ---------------------

     Section 2.03(c)(1)(C) is hereby amended by inserting "(other than the Cut-
off Date Principal Balance and the original Mortgage Loan-to-Value Ratio of each
Mortgage Loan)" after "Mortgage Loan Schedule."

Section 19.  Governing Law.
             -------------

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

Section 20.  Forms of Certificates.
             ---------------------

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

                                     S-40
<PAGE>

Section 21.  Counterparts.
             ------------

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

Section 22.  Entire Agreement.
             ----------------

     This Pooling and Servicing Agreement constitutes the entire agreement among
the parties hereto with respect to the subject matter  hereof, and fully
supersedes any prior or contemporaneous agreements relating to such subject
matter.

                                     S-41
<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



                              THE CHASE MANHATTAN BANK,
                                   as Trustee and as Contract of Insurance
                                      Holder


                              By:    /s/ Craig M. Kantor
                                  -----------------------------
                              Name:  Craig M. Kantor
                              Title:  Vice President

                                     S-42
<PAGE>

STATE OF ARIZONA          )
                          )   s.
COUNTY OF MARICOPA        )


     The foregoing instrument was acknowledged before me in the County of
Maricopa this 23rd day of May, 2001 by Dennis W. Hazelrigg, President of Oakwood
Mortgage Investors, Inc., a Nevada corporation, on behalf of the corporation.


                                        /s/ Patti S. Ringer
                                        --------------------------
                                        Notary Public

My Commission expires:    November 14, 2004
                       ------------------------

                                     S-43
<PAGE>

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


     The foregoing instrument was acknowledged before me in the County of
Guilford this 23rd day of May, 2001 by Douglas R. Muir, Vice President of
Oakwood Acceptance Corporation, a North Carolina corporation, on behalf of the
corporation.



                                                  /s/ Dena E. Bailey
                                               -------------------------
                                                  Notary Public

My Commission expires:    November 30, 2005
                       ------------------------

                                     S-44
<PAGE>

STATE OF NEW YORK       )
                        )   s.
CITY OF NEW YORK        )


     The foregoing instrument was acknowledged before me in the City of New
York, this 23rd day of May, 2001, by Craig Kantor, Vice President of The Chase
Manhattan Bank, a New York banking corporation, on behalf of the corporation.

                                                   /s/ Jonathan P. Ravens
                                               -----------------------------
                                                Notary Public

My Commission expires:    August 7, 2002
                       --------------------

                                     S-45
<PAGE>

       INDEX TO SCHEDULES AND EXHIBITS


Schedule IA        Initial Contract Schedule
Schedule IB        Initial Mortgage Loan Schedule
Schedule IIA       Subsequent Contract Schedule
Schedule IIB       Subsequent Mortgage Loan Schedule
Schedule III       Class A-IO Scheduled Notional Principal Balance Schedule

Exhibit A-1        Form of Class A-1 Certificate
Exhibit A-2        Form of Class A-2 Certificate
Exhibit A-3        Form of Class A-3 Certificate
Exhibit A-4        Form of Class A-4 Certificate
Exhibit A-IO       Form of Class A-IO Certificate
Exhibit M-1        Form of Class M-1 Certificate
Exhibit M-2        Form of Class M-2 Certificate
Exhibit B-1        Form of Class B-1 Certificate
Exhibit B-2        Form of Class B-2 Certificate
Exhibit  X         Form of Class  X  Certificate
Exhibit  R         Form of Class  R  Certificate
Exhibit PF         Form of Notice and Direction to Trustee 9(b)(1)
Exhibit SC         Form of Servicer Certification Letter

                                     S-46
<PAGE>

                                                                     SCHEDULE IA

                           Initial Contract Schedule

                                     S-47
<PAGE>

                                                                     SCHEDULE IB

                        Initial Mortgage Loan Schedule

                                     S-48
<PAGE>

                                                                    SCHEDULE IIA

                         Subsequent Contract Schedule

                                     S-49
<PAGE>

                                                                    SCHEDULE IIB

                       Subsequent Mortgage Loan Schedule

                                     S-50
<PAGE>

                                                                    SCHEDULE III

          Class A-IO Certificate Notional Principal Balance Schedule

                                     S-51
<PAGE>

                                                                      EXHIBIT PF
                                                                      ----------

         Form of Notice and Direction to Trustee under Section 9(b)(1)

                                   __________
                                      date

The Chase Manhattan Bank,
 as Trustee
450 West 33/rd/ Street
New York, New York  10006



                Oakwood Mortgage Investors, Inc., Series 2001-C
              Notification and Direction to the Trustee Regarding
                  Transfer of Subsequent Assets to the Trust

Ladies and Gentlemen:

          Pursuant to Section 9(b)(1) of the Pooling and Servicing Agreement,
dated as of May 1, 2001, by and among Oakwood Mortgage Investors, Inc., a Nevada
corporation ("OMI"), Oakwood Acceptance Corporation, a North Carolina
corporation, and The Chase Manhattan Bank, as Trustee (the "Trustee"), the
undersigned hereby notify and direct you, as Trustee, that on ___________, 2001
(the "Subsequent Transfer Date") OMI will transfer to the Trustee on behalf of
the Trust the additional assets identified on Schedule A attached hereto (the
                                              ----------
"Subsequent Assets")  with a principal balance as of the Subsequent Transfer
Date of $______________ (the "Subsequent Asset Balance").  In consideration for
the delivery by OMI to the Trust of the Subsequent Assets, the undersigned
hereby direct you to withdraw an amount from the Pre-Funding Account equal to
the Subsequent Asset Balance on the Subsequent Asset Transfer Date and pay such
amount to or upon the order of OMI with respect to this transfer and assignment.
Capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Pooling and Servicing Agreement.

                                OAKWOOD MORTGAGE INVESTORS, INC.

                                By:_____________________________
                                Name:___________________________
                                Title:_____________________________

                                     S-52
<PAGE>

                                                                      Exhibit SC
                                                                      ----------

                     Form of Servicer Certification Letter

                                   __________
                                      date

The Chase Manhattan Bank,
 as Trustee
450 West 33/rd/ Street
New York, New York  10006



                Oakwood Mortgage Investors, Inc., Series 2001-C
              Notification and Direction to the Trustee Regarding
                  Transfer of Subsequent Assets to the Trust

Ladies and Gentlemen:


     For the year ending on December 31, 20__ and in accordance with Section
16(a)(2) of the Pooling and Servicing Agreement, dated as of May 1, 2001, by and
among Oakwood Mortgage Investors, Inc., a Nevada corporation ("OMI"), Oakwood
Acceptance Corporation, a North Carolina corporation, and The Chase Manhattan
Bank, as Trustee (the "Trustee"), we hereby certify the following matters
concerning the following matters for the Oakwood Mortgage Investors, Inc.,
Senior/Subordinated Pass-Through Certificates, Series 2001-C, that we service
for The Chase Manhattan Bank:

       1.  Taxes, MIP and Insurance premiums and reserve for replacement
           repayments have been properly collected and applied in accordance
           with the mortgage, regulatory agreement and other appropriate
           documents.

       2.  Property Insurance is at FHA required levels and is in full force.

       3.  All payments due under the terms of the mortgage have been properly
           collected and applied to a Custodial Account titled ("Servicer" in
                                                                -------------
           trust for The Chase Manhattan Bank and name of the specific
           -----------------------------------------------------------
           mortgagor). Enclose a copy of the most recent bank statement for the
           ---------
           account.

       4.  Our servicer's fidelity bond and errors and omissions insurance are
           current and comply with the requirements of the insurance is current.
           Attached is copy of the current binder.

       5.  Our qualification as a FHA approved Mortgagee is in full force and

                                     S-53
<PAGE>

           effect.

       6.  An annual property inspection has been completed for the year ending
           December 31, 20__ and is attached.

       7.  All U.C.C.'s required under the terms of the mortgage loan documents
           are current.

                              Oakwood Acceptance Corporation


                              By: _____________________
                              Name:
                              Title:

                                     S-54