<PAGE>

                                                               EXECUTION VERSION

                                                                   EXHIBIT 10.12

                                 TRUST AGREEMENT

                                     between

                             OAK LEAF HOLDINGS, LLC,

                                  as Depositor

                                       and

                            WILMINGTON TRUST COMPANY,

                                as Owner Trustee

                          Dated as of January 23, 2003

                              OMI Note Trust 2003-A

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                                Table of Contents

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ARTICLE I             DEFINITIONS AND INCORPORATION BY REFERENCE.................................................     1
         Section 1.1       Capitalized Terms.....................................................................     1
         Section 1.2       Other Definitional Provisions.........................................................     4

ARTICLE II            ORGANIZATION...............................................................................     5
         Section 2.1       Name..................................................................................     5
         Section 2.2       Office................................................................................     5
         Section 2.3       Purpose and Powers....................................................................     5
         Section 2.4       Appointment of Owner Trustee..........................................................     6
         Section 2.5       Initial Capital Contribution of the Owner Trust Estate................................     6
         Section 2.6       Declaration of Trust..................................................................     6
         Section 2.7       Liability of the Holders..............................................................     6
         Section 2.8       Title to Trust Property...............................................................     6
         Section 2.9       Situs of Trust........................................................................     7
         Section 2.10      Representations and Warranties of the Depositor.......................................     7
         Section 2.11      Federal Income Tax Allocations........................................................     8

ARTICLE III           THE CERTIFICATES...........................................................................     8
         Section 3.1       Initial Certificate Ownership.........................................................     8
         Section 3.2       Form of the Certificates..............................................................     8
         Section 3.3       Execution, Authentication and Delivery................................................     9
         Section 3.4       Registration; Registration of Transfer and Exchange of Certificates...................     9
         Section 3.5       Mutilated; Destroyed; Lost or Stolen Certificates.....................................    10
         Section 3.6       Persons Deemed Holders................................................................    11
         Section 3.7       Access to List of Holders' Names and Addresses........................................    11
         Section 3.8       Maintenance of Office For Surrenders..................................................    11
         Section 3.9       Appointment of Trust Paying Agent.....................................................    11
         Section 3.10      Restriction on Transfers of Certificate...............................................    12
         Section 3.11      Duties of the Certificate Registrar and Trust Paying Agent............................    15

ARTICLE IV            ACTIONS BY OWNER TRUSTEE...................................................................    16
         Section 4.1       Prior Notice to Owners with Respect to Certain Matters................................    16
         Section 4.2       Reserved..............................................................................    18
         Section 4.3       Action by Holders with Respect to Bankruptcy..........................................    18
         Section 4.4       Restrictions on Holders' Power........................................................    18
         Section 4.5       Majority Control......................................................................    18

ARTICLE V             APPLICATION OF OWNER TRUST ESTATE; CERTAIN DUTIES..........................................    18
         Section 5.1       Establishment of Certificate Distribution Account.....................................    18
         Section 5.2       Application of Trust Funds............................................................    19
         Section 5.3       Method of Payment.....................................................................    19
         Section 5.4       Segregation of Moneys; No Interest....................................................    20
         Section 5.5       Accounting and Reports to the Certificateholders, the Internal Revenue Service
         and Others..............................................................................................    20
         Section 5.6       Signature on Returns; Tax Matters Partner.............................................    20
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ARTICLE VI            AUTHORITY AND DUTIES OF THE OWNER TRUSTEE..................................................    20
         Section 6.1       General Authority.....................................................................    20
         Section 6.2       General Duties........................................................................    21
         Section 6.3       Action upon Instruction by Certificateholders.........................................    21
         Section 6.4       No Duties Except as Specified in this Agreement, the Operative Documents or in
         Instructions............................................................................................    22
         Section 6.5       No Action Except Under Specified Documents or Instructions............................    22
         Section 6.6       Restrictions..........................................................................    22

ARTICLE VII           CONCERNING THE OWNER TRUSTEE...............................................................    23
         Section 7.1       Acceptance of Trusts and Duties.......................................................    23
         Section 7.2       Furnishing of Documents...............................................................    24
         Section 7.3       Representations and Warranties of Owner Trustee.......................................    25
         Section 7.4       Reliance; Advice of Counsel...........................................................    26
         Section 7.5       Owner Trustee May Own Certificates and Notes..........................................    26
         Section 7.6       Licenses..............................................................................    26

ARTICLE VIII          COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE AND ITS AGENTS...........................    27
         Section 8.1       Owner Trustee's Fee and Expenses......................................................    27
         Section 8.2       Indemnification of the Owner Trustee..................................................    27
         Section 8.3       Payments to the Owner Trustee.........................................................    28
         Section 8.4       Indemnification of the Certificate Registrar and Trust Paying Agent...................    28

ARTICLE IX            TERMINATION OF TRUST AGREEMENT.............................................................    28
         Section 9.1       Termination of Trust Agreement........................................................    28

ARTICLE X             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES.....................................    29
         Section 10.1      Eligibility Requirements for Owner Trustee............................................    29
         Section 10.2      Resignation or Removal of Owner.......................................................    30
         Section 10.3      Successor Owner Trustee...............................................................    30
         Section 10.4      Merger or Consolidation of Owner Trustee..............................................    31
         Section 10.5      Appointment of Co-Trustee or Separate Trustee.........................................    31

ARTICLE XI            MISCELLANEOUS..............................................................................    32
         Section 11.1      Amendments With Consent of Certificateholders and Owners of the Notes.................    32
         Section 11.2      Form of Amendments....................................................................    33
         Section 11.3      No Legal Title to Owner Trust Estate..................................................    33
         Section 11.4      Limitations on Rights of Others.......................................................    33
         Section 11.5      Notices...............................................................................    34
         Section 11.6      Severability..........................................................................    34
         Section 11.7      Counterparts..........................................................................    34
         Section 11.8      Successors and Assigns................................................................    34
         Section 11.9      No Petition Covenant..................................................................    35
         Section 11.10     No Recourse...........................................................................    35
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         Section 11.11     Headings..............................................................................    35
         Section 11.12     Governing Law.........................................................................    35
         Section 11.13     Integration...........................................................................    35
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                                      iii

<PAGE>

         TRUST AGREEMENT, dated as of January 23, 2003, between Oak Leaf
Holdings, LLC, a Delaware limited liability company (the "Depositor") and
WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual
capacity but solely as Owner Trustee (the "Owner Trustee").

         The Depositor and the Owner Trustee hereby agree as follows:

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.1       Capitalized Terms. For all purposes of this
Agreement, the following terms shall have the meanings set forth below:

         "Agreement" shall mean this Trust Agreement, as the same may be amended
and supplemented from time to time.

         "Bankruptcy Action" shall have the meaning assigned to such term in
Section 4.1 hereof.

         "Certificate" shall mean a certificate evidencing the beneficial
interest of a Certificateholder in the Trust, substantially in the form attached
hereto as Exhibit B.

         "Certificate Distribution Account" shall have the meaning assigned to
such term in Section 5.1.

         "Certificate of Trust" shall mean the Certificate of Trust in the form
of Exhibit A to be filed for the Trust pursuant to Section 3810(a) of the
Statutory Trust Statute.

         "Certificate Register" and "Certificate Registrar" shall mean the
register described and the registrar appointed pursuant to Section 3.4.

         "Certificateholder" or "Holder" shall mean a Person in whose name a
Certificate is registered.

         "Class A Note Agent" shall mean Credit Suisse First Boston, New York
Branch and its successors and assigns as "Agent" under the Note Purchase
Agreement.

         "Code" shall mean the Internal Revenue Code of 1986, as amended.

         "Corporate Trust Office" shall mean, with respect to the Owner Trustee,
the principal corporate trust office of the Owner Trustee located at Rodney
Square North, 1100 N. Market Street, Wilmington, Delaware 19890, or at such
other address in the State of Delaware as the Owner Trustee may designate by
notice to the Owners and the Depositor, or the principal corporate trust office
of any successor Owner Trustee (the address (which shall be in the State of

<PAGE>

Delaware) of which the successor owner trustee will notify the Owners, the
Holders and the Depositor).

         "Custodial Agreement" shall mean the Custodial Agreement, dated as of
the date hereof, among the Indenture Trustee, the Issuer, the Custodian, the
Seller, the Servicer, the Subservicer and the Class A Note Agent, as the same
may be amended, supplemented or otherwise modified from time to time.

         "Custodian" shall mean JPMorgan Chase Bank and its successors and
assigns as Custodian under the Custodial Agreement.

         "Depositor" shall mean Oak Leaf Holdings, LLC, a Delaware limited
liability company.

         "Expenses" shall have the meaning assigned to such term in Section 8.2.

         "Indenture" shall mean the Indenture, dated as of the date hereof,
between the Issuer and the Indenture Trustee relating to the OMI Note Trust
2003-A Asset Backed Notes, Series 2003-A, issued by the Issuer, as the same may
be amended, supplemented or otherwise modified from time to time.

         "Indenture Trustee" shall mean JPMorgan Chase Bank and its successors
and assigns as Indenture Trustee under the Indenture.

         "Issuer" shall mean OMI Note Trust 2003-A, the Delaware statutory trust
created pursuant to this Agreement.

         "Non-permitted Foreign Holder" shall have the meaning set forth in
Section 3.10.

         "Non-U.S. Person" shall mean an individual, corporation, partnership or
other Person other than a citizen or resident of the United States, a
corporation or partnership (or any other entity treated as a corporation or as a
partnership for federal income tax purposes) created or organized in or under
the laws of the United States or any political subdivision thereof, an estate
that is subject to U.S. federal income tax regardless of the source of its
income, a trust if a court within the United States is able to exercise primary
supervision over the administration of such trust and one or more United States
fiduciaries have the authority to control all substantial decisions of the
trust, or any other person that would be subject to United States taxation on a
net basis on income derived from a Note.

         "Note" shall mean an Asset Backed Note, Series 2003-A, issued by the
Issuer pursuant to the Indenture.

         "Note Purchase Agreement" shall mean the Class A Note Purchase
Agreement dated as of January 23, 2003, among the Depositor, the Transferor, the
Trust, the Seller, the Servicer, the

                                     - 2 -
<PAGE>

Subservicer, the purchasers parties thereto and Credit Suisse First Boston, New
York Branch, as agent, as the same may be amended, supplemented or otherwise
modified from time to time.

         "Operative Documents" shall mean this Agreement, the Indenture, the
Sale and Servicing Agreement, the Certificate of Trust, the Note Purchase
Agreement (including the related Fee Letter), the Custodial Agreement and the
Notes.

         "Owner" shall mean each holder of a Note.

         "Owner Trust Estate" shall mean the Trust Estate (as defined in the
Indenture), including the contribution of $1 referred to in Section 2.5 hereof.

         "Owner Trustee" shall mean Wilmington Trust Company, a Delaware banking
corporation, not in its individual capacity but solely as owner trustee under
this Agreement, and any successor owner trustee hereunder.

         "Owner Trustee Fee" shall mean the fees payable to the Owner Trustee
for its services as owner trustee of the Trust, as provided in the fee agreement
between the Owner Trustee and the Seller.

         "Percentage Interest" shall mean with respect to each Certificate, the
percentage portion of all of the Certificates evidenced thereby as stated on the
face of such Certificate, and, with respect to any Note of any class of Notes,
the outstanding principal amount of such Note as a percentage of the aggregate
principal amount of all Notes of such class of Notes.

         "Prospective Holder" shall have the meaning set forth in Section
3.10(a).

         "Record Date" shall mean as to each Payment Date the Business Day
immediately preceding such Payment Date.

         "Sale and Servicing Agreement" shall mean the Sale and Servicing
Agreement dated as of the date hereof, among the Issuer, the Depositor, the
Transferor, the Seller, the Servicer, the Subservicer, the Custodian, the Backup
Servicer and the Indenture Trustee, as the same may be amended, supplemented or
otherwise modified from time to time.

         "Secretary of State" shall mean the Secretary of State of the State of
Delaware.

         "Seller" shall mean Oakwood Acceptance Corporation, LLC, a Delaware
limited liability company.

         "Servicer" shall mean Oakwood Servicing Holdings Co., LLC, a Nevada
limited liability company, or any successor servicer under the Sale and
Servicing Agreement.

                                     - 3 -
<PAGE>

         "Statutory Trust Statute" shall mean Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code Section 3801 et seq., as the same may be amended
from time to time.

         "Transferor" shall mean Gingko Corporation, a Delaware corporation.

         "Treasury Regulations" shall mean regulations, including proposed or
temporary regulations, promulgated under the Code. References herein to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

         "Trust" shall mean the trust established by this Agreement.

         "Trust Paying Agent" shall mean JPMorgan Chase Bank or any successor in
interest thereto or any other paying agent or co-paying agent appointed pursuant
to Section 3.9 and authorized by the Issuer to make payments to and
distributions from the Certificate Distribution Account, including payment of
principal of or interest on the Certificates on behalf of the Issuer.

         Section 1.2       Other Definitional Provisions.

                  (a)      Capitalized terms used herein and not otherwise
defined herein have the meanings assigned to them in the Sale and Servicing
Agreement or, if not defined therein, in the Indenture.

                  (b)      All terms defined in this Agreement shall have the
defined meanings when used in any certificate or other document made or
delivered pursuant hereto unless otherwise defined therein.

                  (c)      As used in this Agreement and in any certificate or
other document made or delivered pursuant hereto or thereto, accounting terms
not defined in this Agreement or in any such certificate or other document, and
accounting terms partly defined in this Agreement or in any such certificate or
other document to the extent not defined, shall have the respective meanings
given to them under generally accepted accounting principles. To the extent that
the definitions of accounting terms in this Agreement or in any such certificate
or other document are inconsistent with the meanings of such terms under
generally accepted accounting principles, the definitions contained in this
Agreement or in any such certificate or other document shall control.

                  (d)      The words "hereof", "herein", "hereunder" and words
of similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement; Section and Exhibit
references contained in this Agreement are references to Sections and Exhibits
in or to this Agreement unless otherwise specified; and the term "including"
shall mean "including without limitation".

                                     - 4 -
<PAGE>

                  (e)      The definitions contained in this Agreement are
applicable to the singular as well as the plural forms of such terms and to the
masculine as well as the feminine and neuter genders of such terms.

                  (f)      Any agreement, instrument or statute defined or
referred to herein or in any instrument or certificate delivered in connection
herewith means such agreement, instrument or statute as from time to time
amended, modified or supplemented and includes (in the case of agreements or
instruments) references to all attachments thereto and instruments incorporated
therein; references to a Person are also to its permitted successors and
assigns.

                                   ARTICLE II

                                  ORGANIZATION

         Section 2.1       Name. The Trust created hereby shall be known as
"OMI Note Trust 2003-A", in which name the Owner Trustee may conduct the
business of the Trust, make and execute contracts and other instruments on
behalf of the Trust and sue and be sued on behalf of the Trust.

         Section 2.2       Office. The office of the Trust shall be in care of
the Owner Trustee at the Corporate Trust Office or at such other address in
Delaware as the Owner Trustee may designate by written notice to the
Certificateholders, the Owners and the Depositor.

         Section 2.3       Purpose and Powers. The purpose of the Trust is to
engage in the following activities:

                           (i)      to issue the Notes pursuant to the Indenture
and the Certificates pursuant to this Agreement and to sell the Notes and
Certificates;

                           (ii)     with the proceeds of the sale of the Notes
and the Certificates, to pay the organizational, start-up and transactional
expenses of the Trust and to pay the balance to the Depositor, pursuant to the
Sale and Servicing Agreement;

                           (iii)    to assign, grant, transfer, pledge, mortgage
and convey the Owner Trust Estate pursuant to the terms of the Indenture and to
hold, manage and distribute to the Certificateholders pursuant to the terms of
the Sale and Servicing Agreement any portion of the Owner Trust Estate released
from the lien of, and remitted to the Trust pursuant to, the Indenture;

                           (iv)     to enter into and perform its obligations
under the Operative Documents to which it is to be a party;

                           (v)      to engage in those activities, including
entering into agreements, that are necessary, suitable or convenient to
accomplish the foregoing or are incidental thereto or connected therewith; and

                                     - 5 -
<PAGE>

                           (vi)     subject to compliance with the Operative
Documents, to engage in such other activities as may be required in connection
with conservation of the assets of the Trust and the making of distributions to
the Certificateholders and the Owners of the Notes.

         The Trust is hereby authorized to engage in the foregoing activities
and shall not engage in any activity other than in connection with the foregoing
or other than as required or authorized by the terms of this Agreement or the
Operative Documents.

         Section 2.4       Appointment of Owner Trustee. The Depositor hereby
appoints the Owner Trustee as trustee of the Trust effective as of the date
hereof, to have all the rights, powers and duties set forth herein. The Owner
Trustee hereby accepts its appointment subject to the terms and conditions
hereof.

         Section 2.5       Initial Capital Contribution of the Owner Trust
Estate. The Depositor hereby sells, assigns, transfers, conveys and sets over to
the Owner Trustee, as of the date hereof, the sum of $1. The Owner Trustee
hereby acknowledges receipt in trust from the Depositor, as of the date hereof,
of the foregoing contribution which shall constitute the initial Owner Trust
Estate and shall be deposited in the Certificate Distribution Account. The
Seller, by acknowledging this Agreement, agrees that it shall pay the
organizational expenses of the Trust as they may arise or shall, upon the
request of the Owner Trustee, promptly reimburse the Owner Trustee for any such
expenses paid by the Owner Trustee.

         Section 2.6       Declaration of Trust. The Owner Trustee hereby
declares that it shall hold the Owner Trust Estate in trust upon and subject to
the conditions set forth herein for the use and benefit of the
Certificateholders, subject to the obligations of the Trust under the Operative
Documents. It is the intention of the parties hereto that the Trust shall
constitute a statutory trust under the Statutory Trust Statute and that this
Agreement shall constitute the governing instrument of such statutory trust. It
is the intention of the parties hereto that, for federal and state income and
state and local franchise tax purposes, the Trust shall not be treated as (i) an
association subject separately to taxation as a corporation, (ii) a "publicly
traded partnership" as defined in Treasury Regulation Section 1.7704-1 or (iii)
a "taxable mortgage pool" as defined in Section 7701(i) of the Code, and that
the Class A Notes shall be debt, and the provisions of this Trust Agreement
shall be interpreted to further this intention. Except as otherwise provided in
this Trust Agreement, the rights of the Certificateholders will be those of
equity owners of the Trust. Effective as of the date hereof, the Owner Trustee
shall have the rights, powers and duties set forth herein and in the Statutory
Trust Statute with respect to accomplishing the purposes of the Trust. The Owner
Trustee shall file the Certificate of Trust pursuant to the Statutory Trust
Statute with the Secretary of State.

         Section 2.7       Liability of the Holders. No Certificateholder shall
have any personal liability for any liability or obligation of the Trust. Upon
issuance, the Certificates shall be fully paid and nonassessable.

         Section 2.8       Title to Trust Property.

                                     - 6 -
<PAGE>

                  (a)      Subject to the Indenture, legal title to all of the
Owner Trust Estate shall be vested at all times in the Trust as a separate legal
entity except where applicable law in any jurisdiction requires title to any
part of the Owner Trust Estate to be vested in a trustee or trustees, in which
case title shall be deemed to be vested in the Owner Trustee, a co-trustee
and/or a separate trustee, as the case may be.

                  (b)      The Certificateholders shall not have legal title to
any part of the Owner Trust Estate. No transfer by operation of law or otherwise
of any interest of the Certificateholders shall operate to terminate this
Agreement or the trusts hereunder or entitle any transferee to an accounting or
to the transfer to it of any part of the Owner Trust Estate.

         Section 2.9       Situs of Trust. The Trust shall be located and
administered in the State of Delaware. All bank accounts maintained by the Owner
Trustee on behalf of the Trust shall be located in the State of Delaware or the
State of New York. The Trust shall not have any employees; provided, however,
that nothing herein shall restrict or prohibit the Owner Trustee from having
employees within or without the State of Delaware. Payments shall be received by
the Trust only in Delaware or New York, and payments will be made by the Trust
only from Delaware or New York. The only office of the Trust shall be the
Corporate Trust Office in Delaware.

         Section 2.10      Representations and Warranties of the Depositor. The
Depositor hereby represents and warrants to the Owner Trustee that:

                  (a)      The Depositor has been duly organized and is validly
existing as a limited liability company in good standing under the laws of the
State of Delaware, with power and authority to own its properties and to conduct
its business as such properties are presently owned and such business is
presently conducted.

                  (b)      The Depositor is duly qualified to do business, and
has obtained all necessary licenses and approvals in all jurisdictions in which
the ownership or lease of property or the conduct of its business requires such
qualifications.

                  (c)      The Depositor has the power and authority to execute
and deliver this Agreement and to carry out its terms; the Depositor has full
power and authority to sell and assign the property to be sold and assigned to
and deposited with the Trust, and the Depositor has duly authorized such sale
and assignment to the Trust by all necessary action; and the execution, delivery
and performance of this Agreement have been duly authorized by the Depositor by
all necessary action.

                  (d)      The consummation of the transactions contemplated by
this Agreement and the fulfillment of the terms of this Agreement do not
conflict with, result in any breach of any of the terms and provisions of or
constitute (with or without notice or lapse of time) a default under, the
limited liability company agreement of the Depositor, or any indenture,
agreement or other instrument to which the Depositor is a party or by which it
is bound; nor result in the

                                     - 7 -
<PAGE>

creation or imposition of any lien upon any of its properties pursuant to the
terms of any such indenture, agreement or other instrument (other than pursuant
to the Operative Documents); nor violate any law or, to the best of the
Depositor's knowledge, any order, rule or regulation applicable to the Depositor
of any court or of any federal or state regulatory body, administrative agency
or other governmental instrumentality having jurisdiction over the Depositor or
any of its properties.

                  (e)      There are no proceedings or investigations pending or
notice of which has been received in writing before any court, regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Depositor or its properties: (i) asserting the invalidity of this
Agreement, (ii) seeking to prevent the consummation of any of the transactions
contemplated by this Agreement or (iii) seeking any determination or ruling that
might materially and adversely affect the performance by the Depositor of its
obligations under, or the validity or enforceability of, this Agreement.

                  (f)      The representations and warranties of the Depositor
in Section 2.1 of the Sale and Servicing Agreement are true and correct.

                  (g)      The Trust is not required to register as an
investment company under the Investment Company Act of 1940, as amended, and is
not under the control of a Person required to so register.

         Section 2.11      Federal Income Tax Allocations. Net income of the
Trust for any month, as determined for Federal income tax purposes (and each
item of income, gain, loss and deduction entering into the computation thereof),
shall be allocated to the Certificateholders, pro rata.

                                  ARTICLE III

                                THE CERTIFICATES

         Section 3.1       Initial Certificate Ownership. Upon the formation of
the Trust by the contribution by the Depositor pursuant to Section 2.5 and until
the issuance of the Certificates, the Depositor shall be the sole beneficial
owner of the Trust.

         Section 3.2       Form of the Certificates.

                  (a)      The Certificates shall be issued without a principal
amount. The Certificates shall be executed on behalf of the Trust by manual or
facsimile signature of an authorized signatory of the Owner Trustee.
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Trust shall be valid, notwithstanding that such individuals or any
of them shall have ceased to be so authorized prior to the authentication and
delivery of such

                                     - 8 -
<PAGE>

Certificates or did not hold such offices at the date of authentication and
delivery of such Certificates.

                  (b)      The Certificates shall be typewritten, printed,
lithographed or engraved or produced by any combination of these methods (with
or without steel engraved borders) all as determined by the authorized signatory
of the Owner Trustee or the Owner Trustee's authenticating agent executing such
Certificates, as evidenced by their execution of such Certificates.

                  (c)      A transferee of a Certificate shall become a
Certificateholder, and shall be entitled to the rights and subject to the
obligations of a Certificateholder hereunder, upon such transferee's acceptance
of a Certificate duly registered in such transferee's name pursuant to Section
3.4.

         Section 3.3       Execution, Authentication and Delivery. Concurrently
with the initial sale of the Receivables by the Depositor to the Trust pursuant
to the Sale and Servicing Agreement, the Owner Trustee shall execute, or cause
its authenticating agent to execute the Certificates representing 100% of the
Percentage Interests of the Trust to be executed on behalf of the Trust,
authenticated and delivered to or upon the written order of the Depositor,
signed by an Authorized Officer of the Depositor, without further corporate
action by the Depositor. The Certificates shall be initially registered in the
name of the Depositor. No Certificate shall entitle its Holder to any benefit
under this Agreement, or shall be valid for any purpose, unless there shall
appear on such Certificate a certificate of authentication substantially in the
form set forth in Exhibit B, executed by the Owner Trustee, by manual or
facsimile signature. Such authentication shall constitute conclusive evidence
that such Certificate shall have been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.

         Section 3.4       Registration; Registration of Transfer and Exchange
of Certificates. JPMorgan Chase Bank shall be the initial Certificate Registrar.
The Certificate Registrar shall cause to be kept at its office or agency in New
York, New York, or at its designated agent, a Certificate Register in which,
subject to such reasonable regulations as it may prescribe, it shall provide for
the registration of Certificates and of transfers and exchanges of Certificates
as herein provided. Upon any resignation of the Certificate Registrar, the Owner
Trustee shall promptly appoint a successor or, if it elects not to make such an
appointment, assume the duties of the Certificate Registrar.

         Subject to Section 3.10, upon surrender for registration of transfer of
any Certificate at the office or agency of the Owner Trustee maintained pursuant
to Section 3.8, the Owner Trustee shall execute, and the Certificate Registrar
shall authenticate and deliver in the name of the designated transferee or
transferees, a new Certificate or Certificates of the same Percentage Interest
and dated the date of authentication by the Certificate Registrar.

                                     - 9 -
<PAGE>

         At the option of a Certificateholder, Certificates may be exchanged for
other Certificates of a like aggregate Percentage Interest, upon surrender of
the Certificates to be exchanged at such office. Whenever any Certificates are
so surrendered for exchange, the Owner Trustee shall execute and deliver new
Certificates to the Certificate Registrar who shall authenticate the
Certificates which the Certificateholder making the exchange is entitled to
receive.

         No service charge shall be made for any registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any registration of transfer or exchange of Certificates.

         All Certificates surrendered for registration of transfer or exchange
shall be marked "canceled" by the Certificate Registrar.

         The preceding provisions of this Section notwithstanding, the Owner
Trustee shall not make, and the Certificate Registrar shall not register
transfers or exchanges of Certificates for a period of 15 days preceding the due
date for any payment with respect to the Certificates.

         Section 3.5       Mutilated; Destroyed; Lost or Stolen Certificates.

                  (a)      If (i) any mutilated Certificate is surrendered to
the Certificate Registrar, or the Certificate Registrar receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate, and (ii)
there is delivered to the Certificate Registrar, the Owner Trustee and the Trust
such security or indemnity as may be required by them to hold each of them
harmless, then, in the absence of notice to the Certificate Registrar or the
Owner Trustee that such Certificate has been acquired by a bona fide purchaser,
the Owner Trustee shall execute on behalf of the Trust and the Certificate
Registrar shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a replacement Certificate of a
like Percentage Interest; provided, however, that if any such destroyed, lost or
stolen Certificate, but not a mutilated Certificate, shall have become or within
seven days shall be due and payable, then instead of issuing a replacement
Certificate the Owner Trustee may pay such destroyed, lost or stolen Certificate
when so due or payable.

                  (b)      In connection with the issuance of any replacement
Certificate under this Section 3.5, the Owner Trustee or the Certificate
Registrar may require the payment by the Holder of such Certificate of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other reasonable expenses (including the fees and
expenses of the Owner Trustee and the Certificate Registrar) connected
therewith.

                  (c)      Any duplicate Certificate issued pursuant to this
Section 3.5 in replacement of any mutilated, destroyed, lost or stolen
Certificate shall constitute an original additional contractual obligation of
the Trust, whether or not the mutilated, destroyed, lost or stolen Certificate
shall be found at any time or be enforced by anyone, and shall be entitled to
all

                                     - 10 -
<PAGE>

the benefits of this Agreement equally and proportionately with any and all
other Certificates duly issued hereunder.

                  (d)      The provisions of this Section 3.5 are exclusive and
shall preclude (to the extent lawful) all other rights and remedies with respect
to the replacement or payment of mutilated, destroyed, lost or stolen
Certificates.

         Section 3.6       Persons Deemed Holders. Prior to due presentation of
a Certificate for registration of transfer, the Owner Trustee, the Certificate
Registrar or any Trust Paying Agent may treat the Person in whose name any
Certificate shall be registered in the Certificate Registrar as the owner of
such Certificate for the purpose of receiving distributions pursuant to Article
V and for all other purposes whatsoever, and neither the Owner Trustee, nor the
Certificate Registrar nor the Trust Paying Agent shall be affected by any notice
to the contrary.

         Section 3.7       Access to List of Holders' Names and Addresses. The
Certificate Registrar shall furnish or cause to be furnished to the Servicer and
the Depositor, within 15 days after receipt by the Certificate Registrar of a
request therefor from the Servicer or the Depositor in writing, a list, in such
form as the Servicer or the Depositor may reasonably require, of the names and
addresses of the Certificateholders as of the most recent Record Date. If three
or more Certificateholders or one or more Holders of Certificates together
evidencing a Percentage Interest totaling not less than 25% apply in writing to
the Certificate Registrar, and such application states that the applicants
desire to communicate with other Certificateholders with respect to their rights
under this Agreement or under the Certificates and such application is
accompanied by a copy of the communication that such applicants propose to
transmit, then the Certificate Registrar shall, within five Business Days after
the receipt of such application, afford such applicants access during normal
business hours to the current list of Certificateholders. Each
Certificateholder, by receiving and holding a Certificate, shall be deemed to
have agreed not to hold any of the Servicer, the Depositor, the Certificate
Registrar or the Owner Trustee accountable by reason of the disclosure of its
name and address, regardless of the source from which information was derived.

         Section 3.8       Maintenance of Office For Surrenders. The Certificate
Registrar shall maintain an office or offices or agency or agencies where
Certificates may be surrendered for registration of transfer or exchange. The
Certificate Registrar initially designates the Corporate Trust Office as its
principal office for such purposes. The Certificate Registrar shall give prompt
written notice to the Depositor and to the Certificateholders and Owners of any
change in the location of the Certificate Register or any such office or agency.

         Section 3.9       Appointment of Trust Paying Agent. The Owner Trustee
hereby appoints JPMorgan Chase Bank, as the Trust Paying Agent under this
Agreement. The Trust Paying Agent shall make distributions to Certificateholders
from the Certificate Distribution Account pursuant to Section 5.2(a) and shall
report the amounts of such distributions to the Owner Trustee and the Servicer.
The Trust Paying Agent shall have the revocable power to withdraw

                                     - 11 -
<PAGE>

funds from the Certificate Distribution Account for the purpose of making the
distributions referred to above. The Owner Trustee may revoke such power and
remove the Trust Paying Agent if the Owner Trustee determines in its sole
discretion that the Trust Paying Agent shall have failed to perform its
obligations under this Agreement in any material respect. If JPMorgan Chase Bank
shall no longer be the Trust Paying Agent, the Owner Trustee shall appoint a
successor to act as Trust Paying Agent (which shall be a bank or trust company
acceptable to the Depositor and the Seller). The Owner Trustee shall cause such
successor Trust Paying Agent or any additional Trust Paying Agent appointed by
the Owner Trustee to execute and deliver to the Owner Trustee an instrument in
which such successor Trust Paying Agent or additional Trust Paying Agent shall
agree with the Owner Trustee that as Trust Paying Agent, such successor Trust
Paying Agent or additional Trust Paying Agent shall hold all sums, if any, held
by it for payment to the Certificateholders in trust for the benefit of the
Certificateholders entitled thereto until such sums shall be paid to such
Holders. The Trust Paying Agent shall return all unclaimed funds to the Trust
and upon removal of a Trust Paying Agent such Trust Paying Agent shall also
return all funds in its possession to the Trust. The provisions of Article VI
shall apply to the Owner Trustee also in its role as Trust Paying Agent, for so
long as the Owner Trustee shall act as Trust Paying Agent and, to the extent
applicable, to any other Trust Paying Agent (including JPMorgan Chase Bank)
appointed hereunder. Any reference in this Agreement to the Trust Paying Agent
shall include any co-paying agent unless the context requires otherwise.

         Section 3.10      Restriction on Transfers of Certificate.

                  (a)      Each prospective purchaser and any subsequent
transferee of a Certificate (each, a "Prospective Holder") shall represent and
warrant, in writing, to the Owner Trustee and the Certificate Registrar and any
of their respective successors that:

                           (i)      Such Person is one of the following: (A) an
"institutional accredited investor" (an entity meeting the requirements of Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as
amended (the "Securities Act")) and has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of investment in the Certificate, and such Person is acquiring the
Certificate for its own account or for one or more institutional accredited
investors for whom it is authorized to act, (B) a "qualified institutional
buyer" as defined in Rule 144A under the Securities Act; such Person is aware
that the transferor may be relying on the exemption from the registration
requirements of the Securities Act provided by Rule 144A; and such Person is
acquiring the Certificate for its own account or for the account of one or more
qualified institutional buyers for whom it is authorized to act or (C) a Person
involved in the organization or operation of the Trust or an affiliate of such
Person within the meaning of Rule 3a-7 of the Investment Company Act of 1940, as
amended (including, but not limited to, the Depositor or the Seller).

                           (ii)     Such Person understands that the Certificate
has not been and will not be registered under the Securities Act and may be
offered, sold, pledged or otherwise transferred only to a Person whom the
transferor reasonably believes is (A) an "institutional

                                     - 12 -
<PAGE>

accredited investor," (B) a qualified institutional buyer in a transaction that
is registered under the Securities Act and applicable state securities laws or
that is exempt from the registration requirements of the Securities Act pursuant
to Rule 144A under the Securities Act or (C) a Person involved in the
organization or operation of the Trust or an affiliate of such Person, in a
transaction that is registered under the Securities Act and any applicable
securities laws of any state of the United States or that is exempt from the
registration requirements of the Securities Act and such laws.

                           (iii)    Such Person understands that the Certificate
bears a legend to the following effect:

                  "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                  AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS.
                  THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY
                  OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING
                  PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) AN
                  "INSTITUTIONAL ACCREDITED INVESTOR" AS DEFINED IN
                  RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
                  UNDER THE ACT, (II) A "QUALIFIED INSTITUTIONAL
                  BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A
                  TRANSACTION THAT IS REGISTERED UNDER THE ACT AND
                  APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT
                  FROM THE REGISTRATION REQUIREMENTS OF THE ACT
                  PURSUANT TO RULE 144A OR (III) A PERSON INVOLVED IN
                  THE ORGANIZATION OR OPERATION OF THE TRUST OR AN
                  AFFILIATE OF SUCH PERSON WITHIN THE MEANING OF RULE
                  3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS
                  AMENDED (INCLUDING, BUT NOT LIMITED TO THE
                  DEPOSITOR) IN A TRANSACTION THAT IS REGISTERED UNDER
                  THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT
                  IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
                  ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO
                  REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE
                  SECURITIES LAWS."

         Notwithstanding the foregoing, any proposed transfer of a Certificate
shall require the written consent of the Owners of a majority of the Percentage
Interests of the Notes (such consent not to be unreasonably withheld).

                  (b)      Each Prospective Holder, other than the Depositor or
the Seller, shall either:

                                     - 13 -
<PAGE>

                           (i)      represent and warrant, in writing, to the
Owner Trustee and the Certificate Registrar and any of their respective
successors that (1) the Prospective Holder is not an "employee benefit plan"
within the meaning of Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or a "plan" within the meaning of Section
4975(e)(1) of the Code (any such plan or employee benefit plan, a "Plan") and is
not directly or indirectly purchasing such Certificate on behalf of, as
investment manager of, as named fiduciary of, as trustee of, or with assets of a
Plan, or (2) either (I) the Prospective Holder is acquiring such Certificate for
its own account and no part of the assets used to acquire such Certificate
constitutes assets of a Plan, or (II) the source of funds to be used to acquire
such Certificate is an "insurance company general account," within the meaning
of Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35925 (July 12,
1995) (the "Exemption"), and there is no Plan with respect to which the amount
of such general account's reserves for the contract(s) held by or on behalf of
such Plan (determined under Section 807(d) of the Code), together with the
amount of the reserves of the contract(s) held by or on behalf of any other
Plans (determined under section 807(d) of the Code) maintained by the same
employer (or an affiliate thereof as defined in Section V(a)(1) of the
Exemption) or by the same employee organization, exceed 10% of the total of all
liabilities of such general account; or

                           (ii)     furnish to the Owner Trustee and the
Certificate Registrar and any of their respective successors an opinion of
counsel acceptable to such persons that (A) the proposed issuance or transfer of
the Certificate to such Prospective Holder will not cause any assets of the
Trust to be deemed assets of a Plan, or (B) the proposed issuance or transfer of
the Certificate will not cause the Owner Trustee or the Certificate Registrar or
any of their respective successors to be a fiduciary of a Plan within the
meaning of Section 3(21) of ERISA and will not give rise to a transaction
described in Section 406 of ERISA or Section 4975(c)(1) of the Code for which a
statutory or administrative exemption is unavailable.

                  (c)      By its acceptance of a Certificate, each Prospective
Holder agrees and acknowledges that no legal or beneficial interest in all or
any portion of any Certificate may be transferred directly or indirectly to (i)
an entity that holds residual securities as nominee to facilitate the clearance
and settlement of such securities through electronic book-entry changes in
accounts of participating organizations (a "Book-Entry Nominee"), or (ii) an
individual, corporation, partnership or other Person unless such transferee is
not a Non-U.S. Person (any such Person being referred to herein as a
"Non-permitted Foreign Holder"), and any such purported transfer shall be void
and have no effect.

                  (d)      The Owner Trustee shall not execute, and shall not
countersign and deliver, a Certificate in connection with any transfer thereof
unless the transferor shall have provided to the Owner Trustee an IRS Form W-9
(or applicable successor form) and a certificate, signed by the transferee, that
it is not a Book-Entry Nominee or a Non-permitted Foreign Holder, which
certificate shall contain the consent of the transferee to any amendments of
this Agreement as may be required to effectuate further the foregoing
restrictions on transfer of the Certificate to Book-Entry Nominees or
Non-permitted Foreign Holders, and an agreement by the

                                     - 14 -
<PAGE>

transferee that it will not transfer a Certificate without providing to the
Owner Trustee a certificate in the form provided above.

                  (e)      The Certificates shall bear an additional legend
referring to the restrictions contained in paragraph (b) above.

                  (f)      No offer, sale, transfer, pledge, hypothecation or
other disposition (including any pledge or transfer under a repurchase
transaction or securities loan) of any Certificate shall be made to any entity
unless, prior to such disposition, the Prospective Holder delivers to the Owner
Trustee and the Certificate Registrar an opinion of counsel, rendered by a law
firm generally recognized to be qualified to opine concerning the tax aspects of
asset securitization, to the effect that such transfer (including any
disposition permitted following any default under any pledge or repurchase
transaction) will not cause the Trust to be (i) treated as an association
taxable as a corporation for federal income tax purposes, (ii) taxable as a
"taxable mortgage pool" as defined in Section 7701(i) of the Code or (iii)
taxable as a "publicly traded partnership" as defined in Treasury Regulation
Section 1.7704-1. Notwithstanding the foregoing, the provisions of this
paragraph shall not apply to the initial transfer of the Certificates to the
Depositor.

         Section 3.11      Duties of the Certificate Registrar and Trust Paying
Agent. The duties and obligations of the Certificate Registrar and Trust Paying
Agent shall be determined solely by the express provisions of this Agreement.
The Certificate Registrar and Trust Paying Agent shall not be liable except for
the performance of such duties and obligations as are specifically set forth in
this Agreement or as set forth in a written amendment to this Agreement executed
by the parties hereto or their successors or assigns. Without limiting the
generality of the foregoing, the Certificate Registrar and Trust Paying Agent:

                  (a)      shall use the same degree of care and skill as is
reasonably expected of financial institutions acting in comparable capacities;

                  (b)      will be regarded as making no representations and
having no responsibilities as to the validity, sufficiency, value, genuineness,
ownership or transferability of any Certificates, the Notes or the Assets
represented thereby, and will not be required to and will not make any
representations as to the validity, value or genuineness of the Certificates,
the Notes or the Receivables;

                  (c)      shall not be obligated to take any legal action
hereunder that might in its judgment involve any expense or liability unless it
has been furnished with reasonable indemnity;

                  (d)      may rely on and shall be protected in acting in good
faith upon any certificate, instrument, opinion, notice, letter, telegram or
other document, or any security, delivered to it and in good faith believed by
it to be genuine and to have been signed by the proper party or parties;

                                     - 15 -
<PAGE>

                  (e)      may rely on and shall be protected in acting in good
faith upon the written instructions of the Owner Trustee, the Seller and the
Issuer, as indicated herein;

                  (f)      may consult counsel satisfactory to it and the
opinion of such counsel shall be full and complete authorization and protection
in respect of any action taken, suffered, or omitted by it hereunder in good
faith and in furtherance of its duties hereunder, in accordance with the opinion
of such counsel;

                  (g)      shall not be liable for any error of judgment, or for
any act done or step taken or omitted by it, in good faith, or for any mistake
of fact or law, or for anything that it may do or refrain from doing in
connection therewith, except in the case of negligent performance or omission;
and

                  (h)      may execute any of the powers hereunder or perform
any duties hereunder either directly or through agents or attorneys.

                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE

         Section 4.1       Prior Notice to Owners with Respect to Certain
Matters. The Owner Trustee shall not take action with respect to the following
matters, unless (i) the Owner Trustee shall have notified the Certificateholders
in writing of the proposed action at least 30 days before the taking of such
action, and (ii) the Certificateholders shall not have notified the Owner
Trustee in writing prior to the 30th day after such notice is given that such
Certificateholders have withheld consent or provided alternative direction:

                  (a)      the initiation of any claim or lawsuit by the Trust
(except claims and lawsuits brought in connection with the collection of the
Receivables) or the compromise of any action, claim or lawsuit brought by or
against the Trust (except claims and lawsuits brought in connection with the
collection of the Receivables);

                  (b)      the election by the Trust to file an amendment to the
Certificate of Trust, (except to the extent such amendment is required under the
Statutory Trust Statute);

                  (c)      the amendment or other change to this Agreement or
any Operative Documents in circumstances where the consent of any Owner of a
Note is required;

                  (d)      the amendment or other change to this Agreement or
any Operative Documents in circumstances where the consent of any Owner of a
Note is not required and such amendment materially adversely affects the
interest of the Certificateholders;

                  (e)      the appointment pursuant to the Indenture of a
successor Note Registrar, Paying Agent or Indenture Trustee or, pursuant to this
Agreement, of a successor Certificate

                                     - 16 -
<PAGE>

Registrar or Trust Paying Agent, or the consent to the assignment by the Note
Registrar, Paying Agent or Indenture Trustee, Certificate Registrar or Trust
Paying Agent of its obligations under the Indenture or this Agreement, as
applicable;

                  (f)      the consent to the calling or waiver of any default
of any Operative Document;

                  (g)      the consent to the assignment of the Indenture
Trustee or the Servicer of their respective obligations under the Operative
Documents;

                  (h)      except as provided in Article IX hereof, dissolve,
terminate or liquidate the Trust in whole or in part;

                  (i)      merge or consolidate the Trust with or into any other
entity, or convey or transfer all or substantially all of the Trust's assets to
any other entity;

                  (j)      cause the Trust to incur, assume or guaranty any
indebtedness other than as set forth in this Agreement;

                  (k)      do any act that conflicts with any other Operative
Document;

                  (l)      do any act which would make it impossible to carry on
the ordinary business of the Trust as described in Section 2.3 hereof;

                  (m)      confess a judgment against the Trust;

                  (n)      possess Trust assets, or assign the Trust's right to
property, for other than a Trust purpose;

                  (o)      cause the Trust to lend any funds to any entity; or

                  (p)      change the Trust's purpose and powers from those set
forth in this Agreement.

         In addition, the Trust shall not commingle its assets with those of any
other entity. The Trust shall maintain its financial and accounting books and
records separate from those of any other entity. Except as expressly set forth
herein, the Trust shall pay its indebtedness and any operating expenses from its
own funds, and the Trust shall not pay the indebtedness, operating expenses or
liabilities of any other entity. The Trust shall maintain appropriate minutes or
other records of all appropriate actions and shall maintain its office separate
from the offices of the Depositor, the Seller and the Servicer.

         The Owner Trustee shall not have the power, except upon the direction
of the Certificateholders, and to the extent otherwise consistent with the
Operative Documents, to (i)

                                     - 17 -
<PAGE>

remove or replace the Indenture Trustee, (ii) institute proceedings to have the
Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the
institution of bankruptcy or insolvency proceedings against the Trust, (iv) file
a petition or consent to a petition seeking reorganization or relief on behalf
of the Trust under any applicable federal or state law relating to bankruptcy,
(v) consent to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or any similar official) of the Trust or a substantial portion of
the property of the Trust, (vi) make any assignment for the benefit of the
Trust's creditors, (vii) cause the Trust to admit in writing its inability to
pay its debts generally as they become due or (viii) take any action, or cause
the Trust to take any action, in furtherance of any of the foregoing (any of the
above, a "Bankruptcy Action"). The Owner Trustee shall not have the power to
remove the Servicer under the Sale and Servicing Agreement.

         Section 4.2       Reserved.

         Section 4.3       Action by Holders with Respect to Bankruptcy. Neither
the Owner Trustee nor any Certificateholder shall have the power to commence a
voluntary proceeding in bankruptcy relating to the Trust without the consent and
approval of (i) the unanimous prior approval of all Certificateholders and
Owners of the Notes, (ii) the Owner Trustee and (iii) the Indenture Trustee and
the delivery to the Owner Trustee by each such Certificateholder of a
certificate certifying that such Certificateholder reasonably believes that the
Trust is insolvent. This paragraph shall survive for one year and one day
following termination of this Agreement.

         Section 4.4       Restrictions on Holders' Power. The
Certificateholders shall not direct the Owner Trustee to take or refrain from
taking any action if such action or inaction would be contrary to any obligation
of the Trust or the Owner Trustee under this Agreement or any of the Operative
Documents or would be contrary to Section 2.3, nor shall the Owner Trustee be
obligated to follow any such direction, if given.

         Section 4.5       Majority Control. Except as expressly provided herein
any action that may be taken or consent that may be given or withheld or written
notice delivered by the Certificateholders under this Agreement may be taken by
Holders of Certificates representing not less than a majority of the
Certificates.

                                   ARTICLE V

                APPLICATION OF OWNER TRUST ESTATE; CERTAIN DUTIES

         Section 5.1       Establishment of Certificate Distribution Account.
The Owner Trustee shall cause the Servicer, for the benefit of the
Certificateholders, to establish and maintain with JPMorgan Chase Bank for the
benefit of the Owner Trustee a Trust Account (the "Certificate Distribution
Account") which, while the Trust Paying Agent holds such Account, shall be
entitled "CERTIFICATE DISTRIBUTION ACCOUNT, JPMORGAN CHASE BANK, AS TRUST PAYING
AGENT, IN TRUST FOR THE OMI NOTE TRUST ASSET BACKED CERTIFICATES, SERIES
2003-A." Funds shall be deposited in the Certificate Distribution

                                     - 18 -
<PAGE>

Account as required by the Indenture, or following satisfaction or release of
the Indenture, by the Sale and Servicing Agreement.

         All of the right, title and interest of the Owner Trustee in all funds
on deposit from time to time in the Certificate Distribution Account and in all
proceeds thereof shall be held for the benefit of the Certificateholders. Except
as otherwise expressly provided herein or in the Sale and Servicing Agreement,
the Certificate Distribution Account shall be under the sole dominion and
control of the Owner Trustee for the benefit of the Certificateholders.

         Section 5.2       Application of Trust Funds.

                  (a)      On each Payment Date, the Trust Paying Agent shall
distribute to the Certificateholders, pro rata, from amounts on deposit in the
Certificate Distribution Account the distributions as provided in Section 3.2 of
the Sale and Servicing Agreement with respect to such Payment Date.

                  (b)      In the event that any withholding tax is imposed on
the Trust's payment (or allocations of income) to a Certificateholder, such tax
shall reduce the amount otherwise distributable to the Certificateholder in
accordance with this Section. The Trust Paying Agent is hereby authorized and
directed to retain from amounts otherwise distributable to the
Certificateholders sufficient funds for the payment of any tax that is legally
owed by the Trust (but such authorization shall not prevent the Trust Paying
Agent from contesting any such tax in appropriate proceedings, and withholding
payment of such tax, if permitted by law, pending the outcome of such
proceedings). The amount of any withholding tax imposed with respect to a
Certificateholder shall be treated as cash distributed to such Holder at the
time it is withheld by the Trust Paying Agent and remitted to the appropriate
taxing authority. If there is a possibility that withholding tax is payable with
respect to a distribution (such as a distribution to a non-U.S. Holder), the
Trust Paying Agent may in its sole discretion withhold such amounts in
accordance with this paragraph (b). In the event that a Certificateholder wishes
to apply for a refund of any such withholding tax, the Trust Paying Agent shall
reasonably cooperate with such Certificateholder in making such claim so long as
such Certificateholder agrees to reimburse the Trust Paying Agent for any
out-of-pocket expenses incurred.

                  (c)      Distributions to Certificateholders shall be
subordinated to the creditors of the Trust, including the Owners of the Notes.

         Section 5.3       Method of Payment. Distributions required to be made
to Certificateholders on any Payment Date shall be made to each
Certificateholder of record on the immediately preceding Record Date either by
wire transfer, in immediately available funds, to the account of such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided to the Certificate
Registrar appropriate written instructions at least five Business Days prior to
such Payment Date, or, if not, by check mailed to such Certificateholder at the
address of such Certificateholder appearing in the Certificate Register.

                                     - 19 -
<PAGE>

         Section 5.4       Segregation of Moneys; No Interest. Subject to
Sections 5.1 and 5.2, moneys received by the Trust Paying Agent hereunder and
deposited into the Certificate Distribution Account will be segregated except to
the extent required otherwise by law and shall be invested in Eligible
Investments maturing no later than one Business Day prior to the related Payment
Date at the direction of the Depositor (with the consent of the Seller). The
Trust Paying Agent shall not be liable for payment of any interest or losses in
respect of such moneys. Investment gains shall be for the account of and paid to
the Certificateholders.

         Section 5.5       Accounting and Reports to the Certificateholders, the
Internal Revenue Service and Others. The Certificate Registrar shall (a)
maintain (or cause to be maintained) the books of the Trust on a calendar year
basis on the accrual method of accounting, and such books shall be maintained
separately from those of any other entity and reflect the separate interest of
the Trust, (b) deliver to each Certificateholder, as may be required by the Code
and applicable Treasury Regulations, such information as may be required
(including Schedule K-1) to enable such Certificateholder to prepare its federal
and state income tax returns, (c) file such tax returns relating to the Trust
(including a partnership information return, IRS Form 1065), and make such
elections as may from time to time be required or appropriate under any
applicable state or federal statute or rule or regulation thereunder so as to
maintain the Trust's characterization as a partnership for federal income tax
purposes, (d) cause such tax returns to be signed in the manner required by law
and (e) collect or cause to be collected any withholding tax required to be
withheld (as certified by the Seller) with respect to income or distributions to
Certificateholders. The Certificate Registrar shall elect under Section 1278 of
the Code to include in income currently any market discount that accrues with
respect to the Receivables. The Certificate Registrar shall not make the
election provided under Section 754 of the Code.

         Section 5.6       Signature on Returns; Tax Matters Partner.

                  (a)      The Certificate Registrar shall sign on behalf of the
Trust the tax returns of the Trust, unless applicable law requires a
Certificateholder to sign such documents, in which case such documents shall be
signed by the Depositor.

                  (b)      The Depositor shall be designated the "tax matters
partner" of the Trust pursuant to Section 6231(a)(7)(A) of the Code and
applicable Treasury Regulations.

                                   ARTICLE VI

                    AUTHORITY AND DUTIES OF THE OWNER TRUSTEE

         Section 6.1       General Authority. The Owner Trustee is authorized
and directed to execute and deliver, or cause to be executed and delivered, the
Certificates and the other Operative Documents to which the Trust is to be a
party and each certificate or other document attached as an exhibit to or
contemplated by the Operative Documents to which the Trust is to be a party and
any amendment or other agreement or instrument described in Article III, in each
case, in such form as the Depositor shall approve, as evidenced conclusively by
the Owner

                                     - 20 -
<PAGE>

Trustee's execution thereof, and, on behalf of the Trust, to direct the
Indenture Trustee to authenticate and deliver the Class A Notes in the aggregate
face amount of $200,000,000. In addition to the foregoing, the Owner Trustee is
authorized, but shall not be obligated, to take all actions required of the
Trust, pursuant to the Operative Documents.

         Section 6.2       General Duties. It shall be the duty of the Owner
Trustee:

                  (a)      to discharge (or cause to be discharged) all of its
responsibilities pursuant to the terms of this Agreement and the Operative
Documents to which the Trust is a party and to administer the Trust in the
interest of the Certificateholders, and in accordance with the provisions of
this Agreement; and

                  (b)      to obtain and preserve, the Trust's qualification to
do business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of the Indenture, the
Notes, and each other instrument and agreement included in the Owner Trust
Estate.

         Section 6.3       Action upon Instruction by Certificateholders.

                  (a)      Subject to Article IV, the Certificateholders may by
written instruction direct the Owner Trustee in the management of the Trust, but
only to the extent consistent with the limited purposes of the Trust. Such
direction may be exercised at any time by written instruction of the
Certificateholders pursuant to Article IV.

                  (b)      Notwithstanding the foregoing, the Owner Trustee
shall not be required to take any action hereunder or under any other Operative
Document if the Owner Trustee shall have reasonably determined, or shall have
been advised by counsel, that such action is likely to result in liability on
the part of the Owner Trustee or is contrary to the terms hereof or of any other
Operative Document or is otherwise contrary to law.

                  (c)      Whenever the Owner Trustee is unable to decide
between alternative courses of action permitted or required by the terms of this
Agreement or any other Operative Document, or is unsure as to the application,
intent, interpretation or meaning of any provision of this Agreement or the
other Operative Documents, the Owner Trustee shall promptly give notice (in such
form as shall be appropriate under the circumstances) to the Certificateholders
requesting instruction as to the course of action to be adopted, and, to the
extent the Owner Trustee acts in good faith in accordance with any such
instruction received, the Owner Trustee shall not be liable on account of such
action to any Person. If the Owner Trustee shall not have received appropriate
instructions within ten days of such notice (or within such shorter period of
time as reasonably may be specified in such notice or may be necessary under the
circumstances) it may, but shall be under no duty to, take or refrain from
taking such action which is consistent, in its view, with this Agreement or the
other Operative Documents, and as it shall deem to be the best interests of the
Certificateholders, and the Owner Trustee shall have no liability to any Person
for any such action or inaction.

                                     - 21 -
<PAGE>

                  (d)      In the event that the Owner Trustee is unsure as to
the application of any provision of this Agreement or any other Operative
Document or any such provision is ambiguous as to its application, or is, or
appears to be, in conflict with any other applicable provision, or in the event
that this Agreement permits any determination by the Owner Trustee or is silent
or is incomplete as to the course of action that the Owner Trustee is required
to take with respect to a particular set of facts, the Owner Trustee may give
notice (in such form as shall be appropriate under the circumstances) to the
Certificateholders requesting instruction and, to the extent that the Owner
Trustee acts or refrains from acting in good faith in accordance with any such
instruction received, the Owner Trustee shall not be liable, on account of such
action or inaction, to any Person. If the Owner Trustee shall not have received
appropriate instruction within 10 days of such notice (or within such shorter
period of time as reasonably may be specified in such notice or may be necessary
under the circumstances) it may, but shall be under no duty to, take or refrain
from taking such action, not inconsistent with this Agreement or the other
Operative Documents, as it shall deem to be in the best interest of the
Certificateholders, and shall have no liability to any Person for such action or
inaction.

         Section 6.4       No Duties Except as Specified in this Agreement, the
Operative Documents or in Instructions. The Owner Trustee shall not have any
duty or obligation to manage, make any payment with respect to, register,
record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or to
otherwise take or refrain from taking any action under, or in connection with,
any document contemplated hereby to which the Owner Trustee is a party, except
as expressly provided by the terms of this Agreement, any other Operative
Document or in any document or written instruction received by the Owner Trustee
pursuant to Section 6.3; and no implied duties or obligations shall be read into
this Agreement or any other Operative Document against the Owner Trustee. The
Owner Trustee shall have no responsibility for filing any financing or
continuation statement in any public office at any time or to otherwise perfect
or maintain the perfection of any security interest or lien granted to it
hereunder or to prepare or file any Securities and Exchange Commission filing
for the Trust or to record this Agreement or any other Operative Document. The
Owner Trustee nevertheless agrees that it will, at its own cost and expense,
promptly take all action as may be necessary to discharge any liens on any part
of the Owner Trust Estate that result from actions by, or claims against, the
Owner Trustee that are not related to the ownership or the administration of the
Owner Trust Estate.

         Section 6.5       No Action Except Under Specified Documents or
Instructions. The Owner Trustee shall not manage, control, use, sell, dispose of
or otherwise deal with any part of the Owner Trust Estate except (i) in
accordance with the powers granted to and the authority conferred upon the Owner
Trustee pursuant to this Agreement, (ii) in accordance with the Operative
Documents and (iii) in accordance with any document or instruction delivered to
the Owner Trustee pursuant to Section 6.3.

         Section 6.6       Restrictions. The Owner Trustee shall not take any
action (a) that is inconsistent with the purposes of the Trust set forth in
Section 2.3 or (b) that, to the actual knowledge of the Owner Trustee, would
result in the Trust's becoming taxable as a corporation

                                     - 22 -
<PAGE>

for Federal income tax purposes. The Certificateholders shall not direct the
Owner Trustee to take action that would violate the provisions of this Section.

                                  ARTICLE VII

                          CONCERNING THE OWNER TRUSTEE

         Section 7.1       Acceptance of Trusts and Duties. Except as otherwise
provided in this Article VII, in accepting the trusts hereby created Wilmington
Trust Company acts solely as Owner Trustee hereunder and not in its individual
capacity and all Persons having any claim against the Owner Trustee by reason of
the transactions contemplated by this Agreement or any Operative Document shall
look only to the assets of the Trust for payment or satisfaction thereof. The
Owner Trustee accepts the trusts hereby created and agrees to perform its duties
hereunder with respect to such trusts but only upon the terms of this Agreement.
The Owner Trustee also agrees to disburse all moneys actually received by it
constituting part of the assets of the Trust upon the terms of the Operative
Documents and this Agreement. The Owner Trustee shall not be liable or
accountable hereunder or under any other Operative Document under any
circumstances, except (i) for its own gross negligent action, its own gross
negligent failure to act or its own willful misconduct or (ii) in the case of
the inaccuracy of any representation or warranty contained in Section 7.3 and
expressly made by the Owner Trustee. In particular, but not by way of limitation
(and subject to the exceptions set forth in the preceding sentence):

                  (a)      the Owner Trustee shall at no time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of any Receivable, or the perfection and priority of any security
interest created by any Receivable in any Mortgaged Property or the maintenance
of any such perfection and priority, or for or with respect to the sufficiency
of the assets of the Trust or their ability to generate the payments to be
distributed to Certificateholders under this Agreement or the Owners of the
Notes under the Indenture, including, without limitation: the existence,
condition and ownership of any Property; the existence and enforceability of any
insurance thereon; the existence and contents of any Receivable on any computer
or other record thereof; the validity of the assignment of any Receivable to the
Trust or of any intervening assignment; the completeness of any Receivable; the
performance or enforcement of any Receivable; the compliance by the Depositor or
the Servicer with any warranty or representation made under any Operative
Document or in any related document or the accuracy of any such warranty or
representation or any action of the Indenture Trustee, any Custodian or the
Servicer or any subservicer taken in the name of the Owner Trustee.

                  (b)      the Owner Trustee shall not be liable with respect to
any action taken or omitted to be taken by it in accordance with the
instructions of a majority in Percentage Interests of the Certificateholders;

                  (c)      no provision of this Agreement or any other Operative
Document shall require the Owner Trustee to expend or risk funds or otherwise
incur any financial liability in the

                                     - 23 -
<PAGE>

performance of any of its rights or powers hereunder or under any other
Operative Document, if the Owner Trustee shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured or provided to it;

                  (d)      under no circumstances shall the Owner Trustee be
liable for indebtedness evidenced by or arising under any of the Operative
Documents, including the Class A Note Principal Balance, the Class B Note
Principal Balance and the interest on the Notes;

                  (e)      the Owner Trustee shall not be responsible for or in
respect of and makes no representation as to the validity or sufficiency of any
provision of this Agreement or for the due execution hereof by the Depositor or
for the form, character, genuineness, sufficiency, value or validity of any of
the Owner Trust Estate or for or in respect of the validity or sufficiency of
the Operative Documents, the Notes, the Certificates (other than the execution
thereof and the certificate of authentication on the Certificates, if executed
by the Owner Trustee) or of any Receivables or any related documents, and the
Owner Trustee shall in no event assume or incur any liability, duty or
obligation to any Owner of a Note or to any Certificateholder, other than as
expressly provided for herein and in the other Operative Documents;

                  (f)      the Owner Trustee shall not be liable for the default
or misconduct of the Indenture Trustee, any Custodian, the Depositor, or the
Servicer under any of the Operative Documents or otherwise and the Owner Trustee
shall have no obligation or liability to perform the obligations of the Trust
under this Agreement or the other Operative Documents that are required to be
performed by the Indenture Trustee under the Indenture or the Servicer under the
Sale and Servicing Agreement;

                  (g)      the Owner Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Agreement, or to
institute, conduct or defend any litigation under this Agreement or otherwise or
in relation to this Agreement or any other Operative Document, at the request,
order or direction of any of the Certificateholders, unless such
Certificateholders have offered to the Owner Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities that may be
incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee
to perform any discretionary act enumerated in this Agreement or in any other
Operative Document shall not be construed as a duty, and the Owner Trustee shall
not be answerable for other than its gross negligence or willful misconduct in
the performance of any such act;

                  (h)      The Owner Trustee shall have no responsibility for
filing any financing or continuation statement in any public office at any time
or to otherwise perfect or maintain the perfection of any security interest or
lien granted to it hereunder or to prepare, execute or file any Securities and
Exchange Commission filing or tax return for the Trust or to record this
Agreement or any other Operative Document.

         Section 7.2       Furnishing of Documents. The Owner Trustee shall
furnish to the Certificateholders, promptly upon receipt of a written request
therefor, duplicates or copies of all

                                     - 24 -
<PAGE>

reports, notices, requests, demands, certificates, financial statements and any
other instruments furnished to the Owner Trustee under the Operative Documents.

         Section 7.3       Representations and Warranties of Owner Trustee.
Wilmington Trust Company hereby represents and warrants to the Depositor, for
the benefit of the Certificateholders, that:

                  (a)      It is a banking corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.

                  (b)      It has full power, authority and legal right to
execute, deliver and perform its obligations under this Agreement, and has taken
all necessary action to authorize the execution, delivery and performance by it
of this Agreement.

                  (c)      The execution, delivery and performance by it of this
Agreement (i) shall not violate any provision of any law or regulation governing
the banking and trust powers of Wilmington Trust Company or any order, writ,
judgment or decree of any court, arbitrator or governmental authority applicable
to Wilmington Trust Company or any of its assets, (ii) shall not violate any
provision of the corporate charter or by-laws of Wilmington Trust Company, or
(iii) shall not violate any provision of, or constitute, with or without notice
or lapse of time, a default under, or result in the creation or imposition of
any lien on any properties included in the Trust pursuant to the provisions of
any mortgage, indenture, contract, agreement or other undertaking to which it is
a party, which violation, default or lien could reasonably be expected to have a
materially adverse effect on Wilmington Trust Company's performance or ability
to perform its duties as Owner Trustee under this Agreement or on the
transactions contemplated in this Agreement.

                  (d)      This Agreement has been duly executed and delivered
by Wilmington Trust Company and constitutes the legal, valid and binding
agreement of Wilmington Trust Company, enforceable in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization, or other similar law affecting the enforcement of creditors'
rights in general and by general principles of equity, regardless of whether
such enforceability is considered in a proceeding in equity or at law.

                  (e)      Wilmington Trust Company is not in default with
respect to any order or decree of any court or any order, regulation or demand
of any Federal, state, municipal or governmental agency, which default might
have consequences that would materially and adversely affect the condition
(financial or other) or operations of Wilmington Trust Company or its properties
or might have consequences that would materially adversely affect its
performance hereunder.

                  (f)      No litigation is pending or, to the best of
Wilmington Trust Company's knowledge, threatened against Wilmington Trust
Company which would prohibit its entering into this Trust Agreement or
performing its obligations under this Agreement.

                                     - 25 -
<PAGE>

         Section 7.4       Reliance; Advice of Counsel.

                  (a)      The Owner Trustee shall incur no liability to anyone
in acting upon any signature, instrument, notice, resolution, request, consent,
order, certificate, report, opinion, note or other document or paper believed by
it to be genuine and believed by it to be signed by the proper party or parties.
The Owner Trustee may accept a certified copy of a resolution of the board of
directors or other governing body of any corporate party as conclusive evidence
that such resolution has been duly adopted by such body and that the same is in
full force and effect. As to any fact or matter the method of the determination
of which is not specifically prescribed herein, the Owner Trustee may for all
purposes hereof rely on a certificate, signed by the president or any vice
president or by the treasurer or other authorized officers of the relevant
party, as to such fact or matter, and such certificate shall constitute full
protection to the Owner Trustee for any action taken or omitted to be taken by
it in good faith in reliance thereon.

                  (b)      In the exercise or administration of the Trust
hereunder and in the performance of its duties and obligations under this
Agreement or the Operative Documents, the Owner Trustee: (i) may act directly or
through its agents, attorneys, custodians or nominees, and the Owner Trustee
shall not be liable for the conduct or misconduct of such agents, attorneys,
custodians or nominees if such agents, attorneys, custodians or nominees shall
have been selected by the Owner Trustee with reasonable care and (ii) may
consult with counsel, accountants and other skilled professionals to be selected
with reasonable care and employed by it. The Owner Trustee shall not be liable
for anything done, suffered or omitted in good faith by it in accordance with
the opinion or advice of any such counsel, accountants or other such Persons and
not contrary to this Agreement or any of the other Operative Documents.

                  (c)      In providing any certificates required of the Issuer
pursuant to the Indenture, the Owner Trustee may rely on an Officer's
Certificate of the Depositor in a form satisfactory to the Owner Trustee.

         Section 7.5       Owner Trustee May Own Certificates and Notes. The
Owner Trustee in its individual or any other capacity may become the owner or
pledgee of Certificates or Notes and may deal with the Depositor, the Indenture
Trustee and the Servicer in transactions in the same manner and with the same
rights as it would have if it were not the Owner Trustee.

         Section 7.6       Licenses. The Owner Trustee shall cause the Trust to
use its best efforts to obtain and maintain the effectiveness of any licenses
required in connection with this Agreement and the Operative Documents and the
transactions contemplated hereby and thereby until such time as the Trust shall
terminate in accordance with the terms hereof.

                                     - 26 -
<PAGE>

                                  ARTICLE VIII

        COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE AND ITS AGENTS

         Section 8.1       Owner Trustee's Fee and Expenses. The Owner Trustee
shall receive from the Seller as compensation for its services hereunder such
fees as have been separately agreed upon before the date hereof between the
Seller and the Owner Trustee, and the Owner Trustee shall be entitled to be
reimbursed by the Seller for its other reasonable expenses hereunder, including
the reasonable compensation, expenses and disbursements of such agents,
custodians, nominees, representatives, experts and counsel as the Owner Trustee
may employ in connection with the exercise and performance of its rights and its
duties hereunder.

         Section 8.2       Indemnification of the Owner Trustee. The Depositor
shall be liable as primary obligor and the Seller shall be liable as secondary
obligor for, and shall indemnify the Owner Trustee and its successors, assigns,
agents and servants (collectively, the "Indemnified Parties") from and against,
any and all liabilities, obligations, losses, damages, taxes, claims, actions
and suits, and any and all reasonable costs, expenses and disbursements
(including reasonable legal fees and expenses) of any kind and nature whatsoever
(collectively, "Expenses") which may at any time be imposed on, incurred by, or
asserted against the Owner Trustee or any Indemnified Party in any way relating
to or arising out of the Operative Documents, the Owner Trust Estate, the
administration of the Trust or the action or inaction of the Owner Trustee
hereunder, provided that:

                           (i)      neither the Depositor nor the Seller shall
be liable for or required to indemnify an Indemnified Party from and against
Expenses arising or resulting from the Owner Trustee's willful misconduct, gross
negligence or bad faith, as specified in the fourth sentence of Section 7.1, or
as a result of any inaccuracy of a representation or warranty contained in
Section 7.3 expressly made by the Owner Trustee;

                           (ii)     with respect to any such claim, the
Indemnified Party shall have given the Depositor and the Seller written notice
thereof promptly after the Indemnified Party shall have actual knowledge
thereof;

                           (iii)    while maintaining control over its own
defense, each of the Depositor and the Seller shall consult with the Indemnified
Party in preparing such defense; and

                           (iv)     notwithstanding anything in this Agreement
to the contrary, neither the Depositor nor the Seller shall be liable for
settlement of any claim by an Indemnified Party entered into without the prior
consent of each of the Depositor and the Seller, which consent shall not be
unreasonably withheld.

         The indemnities contained in this Section 8.2 shall survive the
resignation or termination of the Owner Trustee or the termination of this
Agreement. In the event of any claim, action or

                                     - 27 -
<PAGE>

proceeding for which indemnity will be sought pursuant to this Section 8.2, the
Owner Trustee's choice of legal counsel, if other than the legal counsel
retained by the Owner Trustee in connection with the execution and delivery of
this Agreement, shall be subject to the approval of each of the Depositor and
the Seller, which approval shall not be unreasonably withheld. In addition, upon
written notice to the Owner Trustee and with the consent of the Owner Trustee
which consent shall not be unreasonably withheld, each of the Depositor and the
Seller has the right to assume the defense of any claim, action or proceeding
against the Owner Trustee.

         Section 8.3       Payments to the Owner Trustee. Any amounts paid to
the Owner Trustee pursuant to this Article VIII shall be deemed not to be a part
of the Owner Trust Estate immediately after such payment.

         Section 8.4       Indemnification of the Certificate Registrar and
Trust Paying Agent.

                  (a)      Neither the Certificate Registrar, the Trust Paying
Agent nor any of their respective directors, officers, agents or employees,
shall be liable for any action taken or omitted to be taken by it or them
hereunder or in connection herewith in good faith and believed by it or them to
be within the purview of this Agreement, except for its or their own gross
negligence, lack of good faith or willful misconduct. In no event shall the
Certificate Registrar, the Trust Paying Agent nor any of their respective
directors, officers, agents and employees be held liable for any special,
indirect or consequential damages resulting from any action taken or omitted to
be taken by it or them hereunder or in connection herewith even if advised of
the possibility of such damages.

                  (b)      The Seller agrees to indemnify and hold the
Certificate Registrar, the Trust Paying Agent and their respective directors,
officers, agents and employees (each, an "Indemnified Party") harmless against
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever, including reasonably attorney's fees, that may be imposed on,
incurred by, or asserted against such Indemnified Party in any action taken or
not taken by such Indemnified Party hereunder unless such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements were imposed on, incurred by or asserted against such
Indemnified Party because of the breach by such Indemnified Party of its
obligations hereunder, which breach was caused by gross negligence, lack of good
faith or willful misconduct on the part of such Indemnified Party. The foregoing
indemnification shall survive any termination of this Agreement and the
resignation or removal of the Certificate Registrar or Trust Paying Agent.

                                   ARTICLE IX

                         TERMINATION OF TRUST AGREEMENT

         Section 9.1       Termination of Trust Agreement.

                                     - 28 -
<PAGE>

                  (a)      This Agreement (other than Article VIII) and the
Trust shall terminate and be of no further force or effect on the final
distribution by the Indenture Trustee of all moneys or other property or
proceeds of the assets of the Trust in accordance with the terms of the
Indenture. The bankruptcy, liquidation, dissolution, death or incapacity of any
Certificateholder shall not (x) operate to terminate this Agreement or the
Trust, nor (y) entitle such Certificateholder's legal representatives or heirs
to claim an accounting or to take any action or proceeding in any court for a
partition or winding up of all or any part of the Trust or the Owner Trust
Estate or (z) otherwise affect the rights, obligations and liabilities of the
parties hereto.

                  (b)      [Reserved]

                  (c)      Except as provided in paragraph (a) of this Section
9.1, none of the Depositor, the Seller, the Servicer or any Certificateholder
shall be entitled to revoke or terminate the Trust.

                  (d)      Notice of any termination of the Trust, specifying
the Payment Date upon which the Certificateholders shall surrender their
Certificates to the Owner Trustee for payment of the final distribution and
cancellation, shall be given by the Owner Trustee by letter to the Trust Paying
Agent mailed within five Business Days of receipt of notice of such termination,
stating: (i) the Payment Date upon or with respect to which final payment of the
Certificates shall be made upon presentation and surrender of the Certificates
at the office of the Owner Trustee therein designated; (ii) the amount of any
such final payment; and (iii) that the Record Date otherwise applicable to such
Payment Date is not applicable, payments being made only upon presentation and
surrender of the Certificates at the office of the Owner Trustee therein
specified. The Owner Trustee shall give such notice to the Certificate Registrar
(if other than the Owner Trustee) and the Trust Paying Agent at the time such
notice is given to Certificateholders. The Owner Trustee will give notice to the
Trust Paying Agent of each presentation and surrender of the Certificates and
the Trust Paying Agent shall cause to be distributed to Certificateholders
amounts distributable on such Payment Date pursuant to Section 7.2 of the Sale
and Servicing Agreement.

                  (e)      Upon the winding up of the Trust and its termination,
the Owner Trustee shall cause the Certificate of Trust to be canceled by filing
a certificate of cancellation with the Secretary of State in accordance with the
provisions of Section 3810(d) of the Statutory Trust Statute.

                                    ARTICLE X

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

         Section 10.1      Eligibility Requirements for Owner Trustee. The Owner
Trustee shall at all times be a corporation satisfying the provisions of Section
3807(a) of the Statutory Trust Statute; authorized to exercise corporate powers;
having a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by Federal or state authorities; and

                                     - 29 -
<PAGE>

having (or having a parent which has) a rating of at least "Baa3" by Moody's and
"A-1" by Standard & Poor's. If such corporation shall publish reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purpose of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Owner Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Owner Trustee
shall resign immediately in the manner and with the effect specified in Section
10.2.

         Section 10.2      Resignation or Removal of Owner. The Owner Trustee
may at any time resign and be discharged from the trusts hereby created by
giving 30 days prior written notice thereof to the Depositor and the Seller and
the Indenture Trustee. Upon receiving such notice of resignation, the Depositor
shall promptly appoint a successor Owner Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Owner Trustee and one copy to the successor Owner Trustee; provided that such
successor Owner Trustee shall be acceptable to the Owners of a majority of the
Percentage Interests of the Notes. If no successor Owner Trustee shall have been
so appointed and have accepted appointment within 30 days after the giving of
such notice of resignation, the resigning Owner Trustee may petition any court
of competent jurisdiction for the appointment of a successor Owner Trustee.

         If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 10.1 and shall fail to resign after
written request therefor by the Indenture Trustee, or if at any time the Owner
Trustee shall be legally unable to act, or shall be adjudged bankrupt or
insolvent, or a receiver of the Owner Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Owner
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Indenture Trustee may remove the Owner
Trustee. If the Indenture Trustee shall remove the Owner Trustee under the
authority of the immediately preceding sentence, the Servicer shall promptly
appoint a successor Owner Trustee by written instrument in duplicate, one copy
of which instrument shall be delivered to the outgoing Owner Trustee so removed
and one copy to the successor Owner Trustee and payment of all fees owed to the
outgoing Owner Trustee, provided that such successor Owner Trustee shall be
acceptable to the Owners of a majority of the Percentage Interests of the Notes.

         Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to
the outgoing Owner Trustee.

         Section 10.3      Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the
Depositor, the Indenture Trustee and to its predecessor Owner Trustee an
instrument accepting such appointment under this Agreement, and thereupon the
resignation or removal of the predecessor Owner Trustee shall

                                     - 30 -
<PAGE>

become effective and such successor Owner Trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties,
and obligations of its predecessor under this Agreement, with like effect as if
originally named as Owner Trustee. The predecessor Owner Trustee shall upon
payment of its fees and expenses deliver to the successor Owner Trustee all
documents and statements and monies held by it under this Agreement; and the
Depositor and the predecessor Owner Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for fully and
certainly vesting and confirming in the successor Owner Trustee all such rights,
powers, duties, and obligations.

         No successor Owner Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Owner Trustee shall
be eligible pursuant to Section 10.1.

         Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section, the Depositor shall mail notice of the successor of such Owner
Trustee to all Certificateholders, the Indenture Trustee and the Owners. If the
Depositor fails to mail such notice within 10 days after acceptance of
appointment by the successor Owner Trustee, the successor Owner Trustee shall
cause such notice to be mailed at the expense of the Depositor.

         Section 10.4      Merger or Consolidation of Owner Trustee. Any
corporation into which the Owner Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Owner Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Owner Trustee, shall be the successor of the Owner Trustee
hereunder, provided such corporation shall be eligible pursuant to Section 10.1,
and without the execution or filing of any instrument or any further act on the
part of any of the parties hereto.

         Section 10.5      Appointment of Co-Trustee or Separate Trustee.

                  (a)      Notwithstanding any other provisions of this
Agreement, at any time, for the purpose of meeting any legal requirement of any
jurisdiction in which any part of the Owner Trust Estate or any Property may at
the time be located, the Owner Trustee shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the Owner
Trustee and the Owners of the Notes to act as co-trustee, jointly with the Owner
Trustee, or as separate trustee or trustees, of all or any part of the assets of
the Trust, and to vest in such Person, in such capacity, such title to the
Trust, or any part thereof, and, subject to the other provisions of this
Section, such powers, duties, obligations, rights and trusts as the Owner
Trustee may consider necessary or desirable. No co-trustee or separate trustee
under this Agreement shall be required to meet the terms of eligibility as a
successor trustee pursuant to Section 10.1 and no notice of the appointment of
any co-trustee or separate trustee shall be required pursuant to Section 10.3.

                  (b)      Each separate trustee and co-trustee shall, to the
extent permitted by law, be appointed and act subject to the following
provisions and conditions:

                                     - 31 -
<PAGE>

                           (i)      all rights, powers, duties and obligations
conferred or imposed upon the Owner Trustee shall be conferred upon and
exercised or performed by the Owner Trustee, and such separate trustee or
co-trustee jointly (it being understood that such separate trustee or co-trustee
is not authorized to act separately without the Owner Trustee joining in such
act), except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed, the Owner Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the
Trust or any portion thereof in any such jurisdiction) shall be exercised and
performed singly by such separate trustee or co-trustee, but solely at the
direction of the Owner Trustee;

                           (ii)     no trustee under this Agreement shall be
personally liable by reason of any act or omission of any other trustee under
this Agreement; and

                           (iii)    the Owner Trustee may at any time accept the
resignation of or remove any separate trustee or co-trustee.

                  (c)      Any notice, request or other writing given to the
Owner Trustee shall be deemed to have been given to each of the then separate
trustees and co-trustees, as effectively as if given to each of them. Every
instrument appointing any separate trustee or co-trustee shall refer to this
Agreement and the conditions of this Article. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either
jointly with the Owner Trustee or separately, as may be provided therein,
subject to all the provisions of this Agreement, specifically including every
provision of this Agreement relating to the conduct of, affecting the liability
of, or affording protection to, the Owner Trustee. Each such instrument shall be
filed with the Owner Trustee.

                  (d)      Any separate trustee or co-trustee may at any time
appoint the Owner Trustee as its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Owner Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

                                   ARTICLE XI

                                  MISCELLANEOUS

         Section 11.1      Amendments With Consent of Certificateholders and
Owners of the Notes. This Agreement may be amended from time to time by the
Depositor and the Owner Trustee with the consent of more than a majority in
Percentage Interests of the Certificates, and with the consent of more than a
majority in Percentage Interests of the Notes, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement, or of modifying in any manner the rights of the
Certificateholders; provided,

                                     - 32 -
<PAGE>

however, that no such amendment shall (a) increase or reduce in any manner the
amount of, or accelerate or delay the timing of, collections of payments on
Receivables or distributions that shall be made for the benefit of the
Certificateholders or (b) reduce the aforesaid percentage required to consent to
any such amendment, without the consent of the Holders of all of the
Certificates then outstanding and the consent of the Owners of all of the Notes
then Outstanding.

         Section 11.2      Form of Amendments.

                  (a)      Promptly after the execution of any amendment,
supplement or consent pursuant to Section 11.1, the Owner Trustee shall furnish
written notification of the substance of such amendment or consent to each
Certificateholder and the Indenture Trustee.

                  (b)      It shall not be necessary for the consent of the
Certificateholders, pursuant to Section 11.1 to approve the particular form of
any proposed amendment or consent, but it shall be sufficient if such consent
shall approve the substance thereof. The manner of obtaining such consents (and
any other consents of Certificateholders provided for in this Agreement or in
any other Operative Document) and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
requirements as the Owner Trustee may prescribe.

                  (c)      Promptly after the execution of any amendment to the
Certificate of Trust, the Owner Trustee shall cause the filing of such amendment
with the Secretary of State.

                  (d)      Prior to the execution of any amendment to this
Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to
receive and rely upon an Opinion of Counsel stating that the execution of such
amendment is authorized or permitted by this Agreement and that all conditions
precedent to the execution and delivery of such amendment have been satisfied.
The Owner Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Owner Trustee's own rights, duties or immunities
under this Agreement or otherwise.

         Section 11.3      No Legal Title to Owner Trust Estate. The
Certificateholders shall not have legal title to any part of the assets of the
Owner Trust Estate solely by virtue of their status as Certificateholders. The
Certificateholders shall be entitled to receive distributions with respect to
their undivided ownership interest therein only in accordance with Articles V
and IX. No transfer, by operation of law or otherwise, of any right, title, and
interest of the Certificateholders to and in their ownership interest in the
assets of the Trust shall operate to terminate this Agreement or the trusts
hereunder or entitle any transferee to an accounting or to the transfer to it of
legal title to any part of the assets of the Trust.

         Section 11.4      Limitations on Rights of Others. Except for Section
2.7, the provisions of this Agreement are solely for the benefit of the Owner
Trustee, the Depositor, the Certificateholders and, to the extent expressly
provided herein, the Indenture Trustee and the Owners of the Notes, and nothing
in this Agreement (other than Section 2.7), whether express or

                                     - 33 -
<PAGE>

implied, shall be construed to give to any other Person any legal or equitable
right, remedy or claim in the assets of the Trust or under or in respect of this
Agreement or any covenants, conditions or provisions contained herein.

         Section 11.5      Notices.

                  (a)      All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by overnight mail, certified mail or registered mail,
postage prepaid, to (i) in the case of the Seller and the Servicer, 7800 McCloud
Road, Greensboro, NC 27425-7081, Attention: Treasurer, or such other address as
may hereafter be furnished to the Certificateholders in writing by the Seller or
the Servicer, (ii) in the case of the Depositor, Oak Leaf Holdings, LLC, 7800
McCloud Road, Greensboro, NC 27425-7081, Attention: Treasurer, or such other
addresses as may hereafter be furnished to the Certificateholders in writing by
the Depositor, (iii) in the case of the Owner Trustee, Wilmington Trust Company,
Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890,
Attention: Corporate Trust Administration/OMI Note Trust 2003-A, (iv) in the
case of the Certificateholders, as set forth in the Certificate Register and (v)
in the case of the Indenture Trustee, 4 New York Plaza, Floor 6, New York, NY
10004, Attention: Institutional Trust Services/OMI Note Trust 2003-A. Any such
notices shall be deemed to be effective with respect to any party hereto upon
the receipt of such notice by such party, except that notices to the
Certificateholders shall be effective upon mailing or personal delivery.

                  (b)      Any notice required or permitted to be given to a
Certificateholder shall be given by first-class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives
such notice.

         Section 11.6      Severability. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions
or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

         Section 11.7      Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute one and the same instrument.

         Section 11.8      Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, the
Depositor, the Owner Trustee and each Certificateholder and their respective
successors and permitted assigns, all as herein provided. Any request, notice,
direction, consent, waiver or other instrument or action by a Certificateholder
shall bind the successors and assigns of such Certificateholder.

                                     - 34 -
<PAGE>

         Section 11.9      No Petition Covenant. Notwithstanding any prior
termination of this Agreement, the Trust (or the Owner Trustee on behalf of the
Trust), the Depositor, each Certificateholder and the Indenture Trustee shall
not acquiesce, petition or otherwise invoke or cause the Trust to invoke the
process of any court or governmental authority for the purpose of commencing or
sustaining a case against the Depositor or the Trust under any federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Depositor or the Trust or any substantial part of its property, or ordering the
winding up or liquidation of the affairs of the Depositor or the Trust.

         Section 11.10     No Recourse. Each Certificateholder by accepting a
Certificate acknowledges that such Certificateholder's Certificates represent
beneficial interests in the Trust only and do not represent interests in or
obligations of the Depositor, the Servicer, the Owner Trustee, the Indenture
Trustee or any affiliate thereof and no recourse may be had against such parties
or their assets, except as may be expressly set forth or contemplated in this
Agreement, the Certificates or the Operative Documents.

         Section 11.11     Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

         Section 11.12     Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Section 11.13     Integration. This Agreement constitutes the entire
agreement among the parties hereto pertaining to the subject matter hereof and
supersedes all prior agreements and understandings pertaining thereto.

                                     - 35 -
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.

                                          WILMINGTON TRUST COMPANY,
                                            as Owner Trustee

                                          By: _________________________________
                                              Name: ___________________________
                                              Title:___________________________

                                          OAK LEAF HOLDINGS, LLC, as Depositor

                                          By: _________________________________
                                              Name: ___________________________
                                              Title:___________________________

Acknowledged and Accepted:
JPMORGAN CHASE BANK, as
  Trust Paying Agent and Certificate Registrar

By: _________________________________
    Name: ___________________________
    Title:___________________________

Acknowledged and Accepted:
OAKWOOD ACCEPTANCE CORPORATION, LLC,
  as Seller

By: _________________________________
    Name: ___________________________
    Title:___________________________

                                     - 36 -
<PAGE>

                                    EXHIBIT A

                             CERTIFICATE OF TRUST OF
                              OMI NOTE TRUST 2003-A

         This Certificate of Trust of OMI Note Trust 2003-A (the "Trust") dated
as of January 23, 2003, is being duly executed and filed by Wilmington Trust
Company, a Delaware banking corporation, as trustee, to form a statutory trust
under the Delaware Statutory Trust Act (12 Del. Code, Section 3801 et seq.).

1.       Name. The name of the statutory trust formed hereby is OMI Note Trust
2003-A

2.       Delaware Trustee. The name and business address of the trustee of the
Trust in the State of Delaware is Wilmington Trust Company, Rodney Square North,
1100 N. Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust
Administration.

3.       This Certificate of Trust shall be effective as of its filing.

         IN WITNESS WHEREOF, the undersigned, being the sole trustee of the
Trust, has executed this Certificate of Trust as of the date first above
written.

WILMINGTON TRUST COMPANY,
not in its individual capacity
but solely as Owner Trustee

By: ____________________________
   Name:
   Title:

<PAGE>

                                    EXHIBIT B

                             TO THE TRUST AGREEMENT
                              (FORM OF CERTIFICATE)

THE EQUITY INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR
INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OR (INCLUDING PLEDGED) BY THE
HOLDER HEREOF ONLY TO (I) AN "INSTITUTIONAL ACCREDITED INVESTOR" AS DEFINED IN
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT, (II) A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION
THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR
(III) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN
AFFILIATE OF A PERSON DESCRIBED IN (II) WITHIN THE MEANING OF RULE 3a-7 OF THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, OAK
LEAF HOLDINGS, LLC) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS
CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS.

NO TRANSFER OF THIS CERTIFICATE OR ANY BENEFICIAL INTEREST THEREIN SHALL BE MADE
TO ANY PERSON UNLESS THE OWNER TRUSTEE HAS RECEIVED EITHER

         (A)      A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT SUCH
                  TRANSFEREE IS NOT AN "EMPLOYEE BENEFIT PLAN" WITHIN THE
                  MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
                  SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A "PLAN" WITHIN
                  THE MEANING OF SECTION 4975(e)(1) OF THE CODE (ANY SUCH PLAN
                  OR EMPLOYEE BENEFIT PLAN, A "PLAN") AND IS NOT DIRECTLY OR
                  INDIRECTLY PURCHASING SUCH CERTIFICATE ON BEHALF OF, AS
                  INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
                  OR WITH ASSETS OF A PLAN; OR

         (B)      AN OPINION OF COUNSEL ACCEPTABLE TO SUCH PERSONS THAT (A) THE
                  PROPOSED ISSUANCE OR TRANSFER OF THE CERTIFICATE TO SUCH
                  TRANSFEREE WILL NOT CAUSE ANY ASSETS OF THE TRUST TO BE DEEMED
                  ASSETS OF A PLAN, OR (B) THE PROPOSED ISSUANCE OR TRANSFER OF
                  THE CERTIFICATE

<PAGE>

                  WILL NOT CAUSE THE OWNER TRUSTEE OR THE CERTIFICATE REGISTRAR
                  OR ANY OF THEIR RESPECTIVE SUCCESSORS TO BE A FIDUCIARY OF A
                  PLAN WITHIN THE MEANING OF SECTION 3(21) OF ERISA AND WILL NOT
                  GIVE RISE TO A TRANSACTION DESCRIBED IN SECTION 406 OF ERISA
                  OR SECTION 4975(c)(1) OF THE CODE FOR WHICH A STATUTORY OR
                  ADMINISTRATIVE EXEMPTION IS UNAVAILABLE.

THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS,
PRIOR TO SUCH DISPOSITION, THE PROPOSED TRANSFEREE DELIVERS TO THE OWNER TRUSTEE
AND THE CERTIFICATE REGISTRAR A CERTIFICATE STATING THAT SUCH TRANSFEREE (A)
AGREES TO BE BOUND BY AND TO ABIDE BY THE TRANSFER RESTRICTIONS APPLICABLE TO
THIS CERTIFICATE; (B) IS NOT AN ENTITY THAT WILL HOLD THIS CERTIFICATE AS
NOMINEE TO FACILITATE THE CLEARANCE AND SETTLEMENT OF SUCH SECURITY THROUGH
ELECTRONIC BOOK ENTRY CHANGES IN ACCOUNTS OF PARTICIPATING ORGANIZATIONS (A
"BOOK ENTRY NOMINEE") AND (C) THAT THIS CERTIFICATE MAY NOT BE PURCHASED BY OR
TRANSFERRED TO ANY PERSON THAT IS A NON-U.S. PERSON. THE TERM "NON-U.S. PERSON"
MEANS A PERSON WHO IS NOT ONE OF THE FOLLOWING: A CITIZEN OR RESIDENT OF THE
UNITED STATES, A CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED
IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF,
AN ESTATE THAT IS SUBJECT TO U.S. FEDERAL INCOME TAX REGARDLESS OF THE SOURCE OF
ITS INCOME OR A TRUST IF (I) A COURT IN THE UNITED STATES IS ABLE TO EXERCISE
PRIMARY SUPERVISION OVER THE ADMINISTRATION OF THE TRUST AND (II) ONE OR MORE
UNITED STATES FIDUCIARIES HAVE THE AUTHORITY TO CONTROL ALL SUBSTANTIAL
DECISIONS OF THE TRUST.

                                     - 2 -
<PAGE>

                              OMI NOTE TRUST 2003-A

                                   CERTIFICATE

No. 0001

         THIS CERTIFIES THAT __________________________ (the "Owner") is the
registered owner of a 100% Percentage Interest in OMI Note Trust 2003-A (the
"Trust") existing under the laws of the State of Delaware and created pursuant
to the Trust Agreement, dated as of January 23, 2003 (the "Trust Agreement"),
between Oak Leaf Holdings, LLC, as Depositor and Wilmington Trust Company, in
its individual capacity and in its fiduciary capacity as owner trustee under the
Trust Agreement (the "Owner Trustee"). Capitalized terms used but not otherwise
defined herein have the meanings assigned to such terms in the Trust Agreement.
The Owner Trustee, on behalf of the Issuer and not in its individual capacity,
has executed this Certificate by one of its duly authorized signatories as set
forth below. This Certificate is one of the Certificates referred to in the
Trust Agreement and is issued under and is subject to the terms, provisions and
conditions of the Trust Agreement to which the holder of this Certificate by
virtue of the acceptance hereof agrees and by which the holder hereof is bound.
Reference is hereby made to the Trust Agreement for the rights of the holder of
this Certificate, as well as for the terms and conditions of the Trust created
by the Trust Agreement.

         The holder, by its acceptance hereof, agrees not to transfer this
Certificate except in accordance with terms and provisions of the Agreement.

         THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

         IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not
in its individual capacity, has caused this Certificate to be duly executed.

                                     OMI NOTE TRUST 2003-A

                                     By: WILMINGTON TRUST COMPANY, not in its
                                         individual capacity but solely as Owner
                                         Trustee under the Trust Agreement

                                     By: ____________________________________
                                         Authorized Signatory

DATED: January 23, 2003

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                             _________________________________ ,
                                             as Certificate Registrar

                                             _________________________________ ,
                                             Authorized Signatory

<PAGE>

                                   ASSIGNMENT

         FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

________________________________________________________________________________
(Please print or type name and address, including postal zip code, of assignee)

________________________________________________________________________________
the within Instrument, and all rights thereunder, hereby irrevocably
constituting and appointing

______________________________________________________________ Attorney to
transfer said Instrument on the books of the Certificate Registrar, with full
power of substitution in the premises.

Dated:  _____________________

                                    __________________________________________*/

                                                           Signature Guaranteed:

                                    __________________________________________*/

NOTICE: The signature to this assignment must correspond with the name as it
        appears upon the face of the within Instrument in every particular,
        without alteration, enlargement or any change whatever. Such signature
        must be guaranteed by a member firm of the New York Stock Exchange or a
        commercial bank or trust company.