<PAGE>

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY


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

                        OAKWOOD MORTGAGE INVESTORS, INC.,

                       OAKWOOD ACCEPTANCE CORPORATION, LLC




                                       AND



                              JPMORGAN CHASE BANK,
                                     TRUSTEE

                                   __________



                  SERIES 2001-E POOLING AND SERVICING AGREEMENT

                          Dated as of November 1, 2001

                                   __________



                        OAKWOOD MORTGAGE INVESTORS, INC.

                               SENIOR/SUBORDINATED

                    PASS-THROUGH CERTIFICATES, SERIES 2001-E

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


<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>     <C>                                                                             <C>
Section 1.  Standard Terms...............................................................2

Section 2.  Defined Terms................................................................3

Section 3.  Certificates, Subaccounts and Subsidiary Interests..........................20

Section 4.  Denominations...............................................................24

Section 5.  Distributions...............................................................24

Section 6.  Guarantee...................................................................31

Section 7.  Establishment of Certificateholders' Interest Carryover Account.............32

Section 8.  Servicing Transition Account................................................32

Section 9.  Allocation of Writedown Amounts.............................................33

Section 10. Pre-Funding Account.........................................................34

Section 11. Capitalized Interest Account................................................35

Section 12. Remittance Reports..........................................................36

Section 13. Limited Right of Servicer to Retain Servicing Fees from Collections.........38

Section 14. Determination of One-Month LIBOR............................................38

Section 15. REMIC Administration........................................................40

Section 16. Optional Termination and Auction Call.......................................40

Section 17. Concerning the Contract of Insurance Holder.................................41

Section 18. Voting Rights...............................................................43

Section 19. Trustee Certification.......................................................43

Section 20. Amendments to the Standard Terms............................................44

Section 21. Governing Law...............................................................47

Section 22. Forms of Certificates.......................................................47

Section 23. Counterparts................................................................47

Section 24. Entire Agreement............................................................48
</TABLE>



                                       i

<PAGE>


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

                              PRELIMINARY STATEMENT

         The Board of Directors of OMI has duly authorized the formation of the
Trust to issue a Series of Certificates with an aggregate initial principal
amount of $165,239,000 without regard to the notional principal balance of the
Class A-IO Certificates (defined below), to be known as the Senior/Subordinated
Pass-Through Certificates, Series 2001-E (the "Certificates"). The Certificates
consist of eleven Classes that in the aggregate evidence the entire beneficial
ownership interest in the Trust.

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

                                GRANTING CLAUSES

         To provide for the distribution of the principal of and interest on the
Certificates in accordance with their terms, all of the sums distributable under
the Pooling and Servicing Agreement with respect to the Certificates and the
performance of the covenants contained in this Pooling and Servicing Agreement,
OMI hereby bargains, sells, conveys, assigns and transfers to the Trustee, in
trust and as provided in this Pooling and Servicing Agreement, without recourse
and for the exclusive benefit of the Holders of the Certificates, all of OMI's
right, title and interest in and to, and any and all benefits accruing to OMI
from the following to make distributions on the Certificates as specified herein
(collectively referred to herein as the "Trust Estate"):






                                       1

<PAGE>

         (a) the Contracts listed in Schedule IA and Schedule IIA hereto and the
Mortgage Loans (together with the Contracts, the "Assets") listed in Schedule IB
and Schedule IIB hereto, (Schedule IA and Schedule IB shall be collectively
referred to herein as "Schedule I", and Schedule IIA and Schedule IIB shall be
collectively referred to herein as "Schedule II"), including the Subsequent
Assets transferred to the trust from time to time, together with the related
Asset Documents, and all payments thereon and proceeds of the conversion,
voluntary or involuntary, of the foregoing, including, without limitation, all
rights to receive all principal and interest payments due on the Assets after
the applicable Cut-off Date, including such scheduled payments received by OMI
or the respective sellers on or prior to the applicable Cut-off Date, and
Principal Prepayments, Net Insurance Proceeds, Net Liquidation Proceeds,
Repurchase Prices and other unscheduled collections received on the Assets on
and after the applicable Cut-off Date;

         (b) the security interests in the Manufactured Homes, Mortgaged
Properties and Real Properties granted by the Obligors pursuant to the related
Assets;

         (c) all funds, other than investment earnings, relating to the
Pre-Funding Account, to the assets on deposit in the Capitalized Interest
Account, the Certificateholders' Interest Carryover Account, the Servicing
Transition Account, the Certificate Account or the Distribution Account for the
Certificates and all proceeds thereof, whether in the form of cash, instruments,
securities or other properties;

         (d) any and all rights, privileges and benefits accruing to OMI under
the Sales Agreement and the Servicer's Representations Agreement with respect to
the Assets (provided that OMI shall retain its rights to indemnification from
the Seller under such Sales Agreement and the Servicer's Representations
Agreement, but also hereby conveys its rights to such indemnification to the
Trustee as its assignee), including the rights and remedies with respect to the
enforcement of any and all representations, warranties and covenants under such
Sales Agreement; and

         (e) proceeds of all the foregoing (including, but not by way of
limitation, all proceeds of any Standard Hazard Insurance Policy or FHA
Insurance, or any other insurance policy relating to any of the Assets, cash
proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel
paper, checks, deposit accounts, rights to payment of any and every kind, and
other forms of obligations and receivables that at any time constitute all or
part or are included in the proceeds of any of the foregoing).

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

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

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





                                       2

<PAGE>

and obligations, and acknowledge that, except to the extent inconsistent with
the provisions of this Pooling and Servicing Agreement, the Standard Terms are
and shall be a part of this Pooling and Servicing Agreement to the same extent
as if set forth herein in full.

         Section 2. Defined Terms.
                    --------------

         With respect to the Certificates and in addition to or in replacement
for the definitions set forth in Section 1.01 of the Standard Terms, the
following definitions shall be assigned to the defined terms set forth below:

         "Accelerated Principal Distribution Amount": With respect to any
Distribution Date, the positive difference, if any, between the Target
Overcollateralization Amount and the Current Overcollateralization Amount.

         "Accrual Date": The Accrual Date shall be (i) with respect to the Class
A-1 Certificates, the Closing Date, and (ii) with respect to all other Classes
of Certificates, November 1, 2001.

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

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

         "Adjusted Weighted Average Net Asset Rate": For any Distribution Date,
a fraction expressed as a percentage, (a) the numerator of which is the sum of
(i) the Weighted Average Net Asset Rate multiplied by the Subsidiary Interest
Principal Balance of the Class S-1 Interest and (ii) the Weighted Average Net
Asset Rate multiplied by the aggregate Subsidiary Interest Principal Balance of
the Class S-2 Interests, less (iii) (A) 6.00% (six hundred basis points)
multiplied by the sum of the Subsidiary Interest Principal Balance of the

<TABLE>
<S>      <C>            <C>                                              <C>
         (1)    Class S-2(1) Interest through and including the February 2002 Distribution Date,
         (2)    Class S-2(2) Interest through and including the May 2002 Distribution Date,
         (3)    Class S-2(3) Interest through and including the August 2002 Distribution Date,
         (4)    Class S-2(4) Interest through and including the November 2002 Distribution Date,
         (5)    Class S-2(5) Interest through and including the February 2003 Distribution Date,
         (6)    Class S-2(6) Interest through and including the May 2003 Distribution Date,
         (7)    Class S-2(7) Interest through and including the August 2003 Distribution Date,
         (8)    Class S-2(8) Interest through and including the November 2003 Distribution Date,
         (9)    Class S-2(9) Interest through and including the February 2004 Distribution Date,
         (10)   Class S-2(10) Interest through and including the May 2004 Distribution Date,
         (11)   Class S-2(11) Interest through and including the August 2004 Distribution Date,
         (12)   Class S-2(12) Interest through and including the November 2004 Distribution Date,
</TABLE>




                                       3

<PAGE>
<TABLE>
<S>      <C>            <C>                                               <C>
         (13)   Class S-2(13) Interest through and including the February 2005 Distribution Date,
         (14)   Class S-2(14) Interest through and including the May 2005 Distribution Date,
         (15)   Class S-2(15) Interest through and including the August 2005 Distribution Date,
         (16)   Class S-2(16) Interest through and including the November 2005 Distribution Date,
         (17)   Class S-2(17) Interest through and including the February 2006 Distribution Date,
         (18)   Class S-2(18) Interest through and including the May 2006 Distribution Date,
         (19)   Class S-2(19) Interest through and including the August 2006 Distribution Date,
         (20)   Class S-2(20) Interest through and including the November 2006 Distribution Date,
         (21)   Class S-2(21) Interest through and including the February 2007 Distribution Date,
         (22)   Class S-2(22) Interest through and including the May 2007 Distribution Date,
         (23)   Class S-2(23) Interest through and including the August 2007 Distribution Date,
         (24)   Class S-2(24) Interest through and including the November 2007 Distribution Date,
         (25)   Class S-2(25) Interest through and including the February 2008 Distribution Date,
         (26)   Class S-2(26) Interest through and including the May 2008 Distribution Date,
         (27)   Class S-2(27) Interest through and including the August 2008 Distribution Date,
         (28)   Class S-2(28) Interest through and including the November 2008 Distribution Date,
         (29)   Class S-2(29) Interest through and including the February 2009 Distribution Date,
         (30)   Class S-2(30) Interest through and including the May 2009 Distribution Date,
         (31)   Class S-2(31) Interest through and including the August 2009 Distribution Date, and
         (32)   Class S-2(32) Interest through and including the November 2009 Distribution Date,
</TABLE>

and (B) 0% after the November 2009 Distribution Date, and (b) the denominator of
which is the sum of the Subsidiary Interest Principal Balances of the Class S-1
and Class S-2 Interests.

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

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

         "Call Option Date": Any Distribution Date occurring on or after the
Distribution Date on or after the later of (a) the Distribution Date on which,
after taking into account distributions of principal to be made on such
Distribution Date, the aggregate Certificate Principal Balance of the
Certificates is less than 10% of the sum of the original Certificate Principal
Balance of the Certificates and (b) November 2009.

         "Capitalized Interest Amount": $342,263, as adjusted from time to time
pursuant to Section 11 hereof.




                                       4

<PAGE>

         "Capitalized Interest Account": The account so designated and
established pursuant to Section 11 hereof, which shall not be an asset of any of
the Pooling REMIC, the Intermediate REMIC or the Issuing REMIC.

         "Capitalized Interest Account Distribution Date": Any or all, as
appropriate, of the Distribution Dates occurring during the Pre-Funding Period
and on the Distribution Date immediately following the Pre-Funding Period.

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

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

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

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

         "Certificateholders' Interest Carryover Account": The account
maintained pursuant to Section 7 hereof, which shall not be an asset of any of
the Pooling REMIC, the Intermediate REMIC or the Issuing REMIC.

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




                                       5

<PAGE>

         "Class A Certificates": The Class A-1, Class A-2, Class A-3, Class A-4,
and Class A-IO Certificates.

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

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

         "Class A Subaccounts": Any or all, as appropriate, of the Class A-1,
Class A-2, Class A-3, Class A-4, and Class A-IO Subaccounts.

         "Class A-IO Distribution Rate": For any Distribution Date, (a) through
and including the Distribution Date in November 2009, the percentage derived
from the fraction, which shall not be greater than 1, (i) the numerator of which
is the product of (x) the Class A-IO Notional Principal Balance, and (y) 6.00%
per annum, and (ii) the denominator of which is the Pool Scheduled Principal
Balance on that Distribution Date, and (b) thereafter, zero.

         "Class A-IO Notional Principal Balance": For any Distribution Date, an
amount equal to (a) through and including the Distribution Date in November
2009, the lesser of (i) the Class A-IO Scheduled Notional Principal Balance and
(ii) the Pool Scheduled Principal Balance, and (b) thereafter, zero.

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

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

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

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

         "Class B-1 Percentage": With respect to each Distribution Date, the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the Adjusted




                                       6

<PAGE>

Certificate Principal Balance of the Class B-1 Certificates immediately prior to
such Distribution Date and the denominator of which is the Pool Scheduled
Principal Balance of Assets immediately prior to such Distribution Date.

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

         "Class B-2 Certificateholders' Interest Carryover Amount": For the
Class B-2 Certificates on any Distribution Date and to the extent of available
Class X Strip Amounts and Class X Carryover Strip Amounts, the sum of (i) if on
that Distribution Date the Pass-Through Rate for such Class of Certificates is
based upon the Adjusted Weighted Average Net Asset Rate, the positive difference
of (A) the amount of interest on the sum of the Interest Computational
Components that the Class B-2 Certificates would be entitled to receive on such
Distribution Date had interest been calculated at a rate equal to 10.50% per
annum, over (B) the amount of interest on the sum of the Interest Computational
Components that the Class B-2 Certificates will receive on such Distribution
Date at the Adjusted Weighted Average Net Asset Rate, plus (ii) the unpaid
portion of any such excess from prior Distribution Dates (and interest thereon
at the Pass-Through Rate for the Class B-2 Certificates, without giving effect
to the cap of the Adjusted Weighted Average Net Asset Rate). No Class B-2
Certificateholders' Interest Carryover Amount shall be paid after the Class
Principal Balance of the Class B-2 Certificates is reduced to zero.

         "Class B-2 Floor Amount": With respect to any Distribution Date, either
(a) 1.00% of the aggregate principal balance of the Pool Scheduled Principal
Balance as of the Cut-off Date, if the Class A-1 Certificate Principal Balance,
the Class A-2 Certificate Principal Balance, the Class A-3 Certificate Principal
Balance, the Class A-4 Certificate Principal Balance, the Class M-1 Certificate
Principal Balance, the Class M-2 Certificate Principal Balance and the Class B-1



                                       7

<PAGE>

Certificate Principal Balance have not been reduced to zero immediately prior to
such Distribution Date, and (b) zero, if the Class A-1 Certificate Principal
Balance, the Class A-2 Certificate Principal Balance, the Class A-3 Certificate
Principal Balance, the Class A-4 Certificate Principal Balance, the Class M-1
Certificate Principal Balance, the Class M-2 Certificate Principal Balance and
the Class B-1 Certificate Principal Balance have been reduced to zero
immediately prior to such Distribution Date.

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

         "Class B-2 Principal Distribution Amount":

         (a) For any Distribution Date will equal (i) as long as the Class A-1
Certificate Principal Balance, the Class A-2 Certificate Principal Balance, the
Class A-3 Certificate Principal Balance, the Class A-4 Certificate Principal
Balance, the Class M-1 Certificate Principal Balance, the Class M-2 Certificate
Principal Balance and the Class B-1 Certificate Principal Balance have not been
reduced to zero, zero, (ii) on any Distribution Date as to which the Principal
Distribution Tests are not met and the Class A-1 Certificate Principal Balance,
the Class A-2 Certificate Principal Balance, the Class A-3 Certificate Principal
Balance, the Class A-4 Certificate Principal Balance, the Class M-1 Certificate
Principal Balance, the Class M-2 Certificate Principal Balance and the Class B-1
Certificate Principal Balance have not been reduced to zero and prior to the
Cross-over Date, zero, (iii) on any Distribution Date as to which the Principal
Distribution Tests are not met and the Class A-1 Certificate Principal Balance,
the Class A-2 Certificate Principal Balance, the Class A-3 Certificate Principal
Balance, the Class A-4 Certificate Principal Balance, the Class M-1 Certificate
Principal Balance, the Class M-2 Certificate Principal Balance and the Class B-1
Certificate Principal Balance each have been reduced to zero, the Principal
Distribution Amount, (iv) on any Distribution Date as to which the Class B-1
Certificate Principal Balance has not been reduced to zero, zero, or (v) on any
other Distribution Date, the Class B-2 Percentage of the Principal Distribution
Amount. On any Distribution Date, the Class B-2 Principal Distribution Amount
shall not exceed the Class B-2 Certificate Principal Balance less the Principal
Distribution Shortfall Carryover Amount with respect to such Class and such
Distribution Date.

         (b) If the Class A-1 Certificate Principal Balance, the Class A-2
Certificate Principal Balance, the Class A-3 Certificate Principal Balance, the
Class A-4 Certificate Principal Balance, the Class M-1 Certificate Principal
Balance, the Class M-2 Certificate Principal Balance and the Class B-1
Certificate Principal Balance have not been reduced to zero on or before a
Distribution Date, next amounts otherwise allocable as Class B-2 Principal
Distribution Amounts shall be allocated first to the Class B-1 Principal
Distribution Amount, then to the Class M-2 Principal Distribution Amount, then
to the Class M-1 Principal Distribution Amount, then to the Class A Principal
Distribution Amount, and finally to the Class B-2 Principal Distribution Amount,
to the extent that allocation of such amounts to the Class B-2 Principal
Distribution Amount would reduce the Class B-2 Certificate Principal Balance
below the Class B-2 Floor Amount.



                                       8

<PAGE>

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

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

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

         "Class M-1 Certificateholders' Interest Carryover Amount": For the
Class M-1 Certificates on any Distribution Date and to the extent of available
Class X Strip Amounts and Class X Carryover Strip Amounts, the sum of (i) if on
that Distribution Date the Pass-Through Rate for such Class of Certificates is
based upon the Adjusted Weighted Average Net Asset Rate, the positive difference
of (A) the amount of interest on the sum of the Interest Computational
Components that the Class M-1 Certificates would be entitled to receive on such
Distribution Date had interest been calculated at a rate equal to 7.56% per
annum, over (B) the amount of interest on the sum of the Interest Computational
Components that the Class M-1 Certificates will receive on such Distribution
Date at the Adjusted Weighted Average Net Asset Rate, plus (ii) the unpaid
portion of any such excess from prior Distribution Dates (and interest thereon
at the Pass-Through Rate for the Class M-1 Certificates, without giving effect
to the cap of the Adjusted Weighted Average Net Asset Rate). No Class M-1
Certificateholders' Interest Carryover Amount shall be paid after the Class
Principal Balance of the Class M-1 Certificates is reduced to zero.

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

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



                                       9

<PAGE>

Certificate Principal Balance and the Class A-4 Certificate Principal Balance
each have been reduced to zero, the Principal Distribution Amount, or (iv) on
any other Distribution Date, the Class M-1 Percentage of the Principal
Distribution Amount, in any case subject to increase as described in sections
(c) and (d) of the definition of "Class B-2 Principal Distribution Amount." For
any Distribution Date, if the Class M-1 Principal Distribution Amount exceeds
the Class M-1 Certificate Principal Balance less the Principal Distribution
Shortfall Carryover Amount with respect to such Class and Distribution Date,
then such amounts shall be allocated to the Class M-2 Principal Distribution
Amount.

         "Class M-2 Certificateholders' Interest Carryover Amount": For the
Class M-2 Certificates on any Distribution Date and to the extent of available
Class X Strip Amounts and Class X Carryover Strip Amounts, the sum of (i) if on
that Distribution Date the Pass-Through Rate for such Class of Certificates is
based upon the Adjusted Weighted Average Net Asset Rate, the positive difference
of (A) the amount of interest on the sum of the Interest Computational
Components that the Class M-2 Certificates would be entitled to receive on such
Distribution Date had interest been calculated at a rate equal to 8.76% per
annum, over (B) the amount of interest on the sum of the Interest Computational
Components that the Class M-2 Certificates will receive on such Distribution
Date at the Adjusted Weighted Average Net Asset Rate, plus (ii) the unpaid
portion of any such excess from prior Distribution Dates (and interest thereon
at the Pass-Through Rate for the Class M-2 Certificates, without giving effect
to the cap of the Adjusted Weighted Average Net Asset Rate). No Class M-2
Certificateholders' Interest Carryover Amount shall be paid after the Class
Principal Balance of the Class M-2 Certificates is reduced to zero.

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

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



                                       10

<PAGE>

Distribution Shortfall Carryover Amount with respect to such Class and
Distribution Date, then such amounts shall be allocated to the Class B-1
Principal Distribution Amount.

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

         "Class R-1 Certificates": Following the division of the Class R
Certificates into three separately transferable, certificated and fully
registered certificates in accordance with Section 15(b) hereof, the Class R-1
Certificates, which will represent the Issuing REMIC Residual Interest.

         "Class R-2 Certificates": Following the division of the Class R
Certificates into three separately transferable, certificated and fully
registered certificates in accordance with Section 15(b) hereof, the Class R-2
Certificates, which will represent the Intermediate REMIC Residual Interest.

         "Class R-3 Certificates": Following the division of the Class R
Certificates into three separately transferable, certificated and fully
registered certificates in accordance with Section 15(b) hereof, the Class R-3
Certificates, which will represent the Pooling REMIC Residual Interest.

         "Class S-1 Interest," "Class S-2(1) Interest," "Class S-2(2) Interest,"
"Class S-2(3) Interest," "Class S-2(4) Interest," "Class S-2(5) Interest,"
"Class S-2(6) Interest," "Class S-2(7) Interest," "Class S-2(8) Interest,"
"Class S-2(9) Interest," "Class S-2(10) Interest," "Class S-2(11) Interest,"
"Class S-2(12) Interest," "Class S-2(13) Interest," "Class S-2(14) Interest,"
"Class S-2(15) Interest," "Class S-2(16) Interest," "Class S-2(17) Interest,"
"Class S-2(18) Interest," "Class S-2(19) Interest," "Class S-2(20) Interest,"
"Class S-2(21) Interest," "Class S-2(22) Interest," "Class S-2(23) Interest,"
"Class S-2(24) Interest," "Class S-2(25) Interest," "Class S-2(26) Interest,"
"Class S-2(27) Interest," "Class S-2(28) Interest," "Class S-2(29) Interest,"
"Class S-2(30) Interest," "Class S-2(31) Interest" or "Class S-2(32) Interest":
means, respectively, a regular interest in the Pooling REMIC which is held as an
asset of the Intermediate REMIC, is entitled to monthly distributions as
provided in Section 3 hereof, and has the Subsidiary Interest Principal Balance
and bears interest at the Pass-Through Rate specified in Section 3 hereof.

         "Class S-2 Interest": Any of the Class S-2(1) Interest, Class S-2(2)
Interest, Class S-2(3) Interest, Class S-2(4) Interest, Class S-2(5) Interest,
Class S-2(6) Interest, Class S-2(7) Interest, Class S-2(8) Interest, Class
S-2(9) Interest, Class S-2(10) Interest, Class S-2(11) Interest, Class S-2(12)
Interest, Class S-2(13) Interest, Class S-2(14) Interest, Class S-2(15)
Interest, Class S-2(16) Interest, Class S-2(17) Interest, Class S-2(18)
Interest, Class S-2(19) Interest, Class S-2(20) Interest, Class S-2(21)
Interest, Class S-2(22) Interest, Class S-2(23) Interest, Class S-2(24)
Interest, Class S-2(25) Interest, Class S-2(26) Interest, Class S-2(27)
Interest, Class S-2(28) Interest, Class S-2(29) Interest, Class S-2(30)
Interest, Class S-2(31) Interest or Class S-2(32) Interest.



                                       11

<PAGE>

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

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


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

         "Closing Date":  December 7, 2001.

         "Contract of Insurance Holder": JPMorgan Chase Bank, a New York banking
corporation, or any successor appointed as herein provided. Notices to the
Contract of Insurance Holder shall be sent to JPMorgan Chase Bank, 450 West 33rd
Street, 14th floor New York, NY 10001, Attn: OMI Trust 2001-E, or its successor
in interest.

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

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

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

         "Cross-over Date": The later to occur of (a) the Distribution Date
occurring in June 2006 or (b) the first Distribution Date on which the
percentage equivalent of a fraction (which shall not be greater than 1) the
numerator of which is the sum of the aggregate Adjusted Certificate Principal
Balance of the Subordinated Certificates and the Current Overcollateralization
Amount, for such Distribution Date and the denominator of which is the Pool
Scheduled Principal Balance on such Distribution Date, equals or exceeds 1.90
times the percentage equivalent of a fraction (which shall not be greater than
1) the numerator of which is the sum of the initial aggregate Adjusted
Certificate Principal Balance of the Subordinated Certificates and the Current
Overcollateralization Amount as of November 1, 2001 and the denominator of which
is the Pool Scheduled Principal Balance as of November 1, 2001.

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

         "Current Overcollateralization Amount": As of any Distribution Date,
the positive difference, if any, between the Pool Scheduled Principal Balance of
the Assets and the


                                       12

<PAGE>

Certificate Principal Balance of all then outstanding Classes of Certificates
(other than the Class A-IO Certificates).

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

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

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

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

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

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

         "Guarantee": The guarantee by the Guarantor, dated as of November 1,
2001, for the benefit of the Class B-2 Certificates.

         "Guarantee Excess Amount": With respect to any Distribution Date, (a)
the positive difference, if any, between (1) distributions to be made with
respect to any Interest Distribution Amount, Carryover Interest Distribution
Amount, Writedown Interest Distribution Amount, Carryover Writedown Interest
Distribution Amount, and Class B-2 Certificateholders' Interest Carryover Amount
pursuant to clauses (v), (xi) and (xiv) of Section 5(b) hereof, and (2) an
amount equal to interest accrued at a rate equal to 10.50% per annum for the
related Interest Accrual Period on the Guaranteed Class B-2 Certificate
Principal Balance, and (b) any Principal Distribution Shortfall Carryover Amount
distributable pursuant to clause (xi) under Section 5(b) hereof.

         "Guarantee Payment Amount": With respect to any Distribution Date,

         (a) the positive difference, if any, between (1) an amount equal to
interest accrued at a rate equal to 10.50% per annum for the related Interest
Accrual Period on the Guaranteed Class B-2 Certificate Principal Balance, and
(2) distributions to be made with respect to any Interest Distribution Amount,
Carryover Interest Distribution Amount, Writedown Interest Distribution Amount,
Carryover Writedown Interest Distribution Amount and Class B-2
Certificateholders' Interest Carryover Amount pursuant to clauses (v), (xi) and
(xiv) of Section 5(b) hereof,





                                       13

<PAGE>

         (b) after giving effect to the allocation of the Available Amount, any
due but unpaid principal amounts distributable pursuant to clause (xi) under
Section 5(b) hereof, and

         (c) if, after giving effect to the distributions of principal amounts
pursuant to clause (xi) under Section 5(b) hereof, the Adjusted Certificate
Balance of the Class B-2 Certificates has been reduced to zero, an amount equal
the remaining Guaranteed Class B-2 Certificate Balance, if any.

         "Guaranteed Class B-2 Certificate Principal Balance": On any
Distribution Date, the Initial Certificate Principal Balance of the Class B-2
Certificates as set out in Section 3 hereof, reduced by all prior distributions
of principal to the Class B-2 Certificates.

         "Guarantor":  Oakwood Homes Corporation, a North Carolina corporation.

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

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

         "Interest Accrual Period": With respect to each Distribution Date (i)
for the Class A-1 Certificates, the period commencing on the 15th day of the
preceding month through the 14th day of the month in which such Distribution
Date occurs (except that the first Interest Accrual Period for the Class A-1
Certificates will be the period from the Closing Date through December 14, 2001)
and (ii) for the Class A-2, Class A-3, Class A-4, Class A-IO, Class M and Class
B Certificates, the calendar month preceding the month in which the Distribution
Date occurs. Interest on the Class A-1 Certificates will be calculated on the
basis of a 360-day year and the actual number of days elapsed in the applicable
Interest Accrual Period. Interest on the Class A-2, Class A-3, Class A-4, Class
A-IO, Class M and Class B Certificates will be computed on the basis of a
360-day year consisting of twelve 30-day months.

         "Interest Computational Components": For each Distribution Date and
with respect to each class of certificates (i) the Certificate Principal
Balance, if any, (ii) the Carryover Interest Distribution Amount, if any, (iii)
the Writedown Amount, if any, and (iv) the Carryover Writedown Interest
Distribution Amount.

         "Interest Deficiency Amount": With respect to the Class M Certificates
or the Class B Certificates and any Distribution Date, the sum of any of the
Interest Distribution Amount, Carryover Interest Distribution Amount, Writedown
Interest Distribution Amount and Carryover Writedown Interest Distribution
Amount for such Class that would remain unpaid after application of the
Available Distribution Amount in accordance with Section 5 hereof.

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

         (i) Class M-1 Certificates, the lesser of (A) the applicable Interest
Deficiency Amount, (B) the positive difference, if any, between $329,697.20 and
the sum of all previous Interest Deficiency Withdrawals made with respect to the
Class M-1 Certificates and (C) the



                                       14

<PAGE>

amount remaining on deposit in the Certificate Account after withdrawal of the
Remittance Amount and amounts withdrawn therefrom pursuant to Section 4.03(1)
through (5) of the Standard Terms;

         (ii) Class M-2 Certificates, the lesser of (A) the applicable Interest
Deficiency Amount, (B) the positive difference, if any, between $290,129.78 and
the sum of all previous Interest Deficiency Withdrawals made with respect to the
Class M-2 Certificates and (C) the amount remaining on deposit in the
Certificate Account after withdrawal of the Remittance Amount and amounts
withdrawn therefrom pursuant to Section 4.03(1) through (5) of the Standard
Terms;

         (iii) Class B-1 Certificates, the lesser of (A) the applicable Interest
Deficiency Amount, (B) the positive difference, if any, between $200,670.82 and
the sum of all previous Interest Deficiency Withdrawals made with respect to the
Class B-1 Certificates and (C) the amount remaining on deposit in the
Certificate Account after withdrawal of the Remittance Amount and amounts
withdrawn therefrom pursuant to Section 4.03(1) through (5) of the Standard
Terms; and

         (iv) Class B-2 Certificates, the lesser of (A) the applicable Interest
Deficiency Amount, (B) the positive difference, if any, between $158,130.00 and
the sum of all previous Interest Deficiency Withdrawals made with respect to the
Class B-2 Certificates and (C) the amount remaining on deposit in the
Certificate Account after withdrawal of the Remittance Amount and amounts
withdrawn therefrom pursuant to Section 4.03(1) through (5) of the Standard
Terms.

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

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

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

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

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

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




                                       15

<PAGE>

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

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

         "Overcollateralization Reduction Amount": With respect to each
Distribution Date, the positive difference, if any, between the Current
Overcollateralization Amount and the Target Overcollateralization Amount;
provided, however, that if on any Distribution Date the Principal Distribution
Tests are not satisfied, then the Overcollateralization Reduction Amount shall
equal zero.

         "Pass-Through Rate": With respect to each Class of Certificates (except
the Class X Certificates and the Residual Certificates) on any Distribution
Date, the per annum rate for such Class set forth in the table in Section 3(a)
hereof. With respect to any Subaccount on any Distribution Date, the per annum
rate for such Subaccount set forth in the table in Section 3(b) hereof. With
respect to any Subsidiary Interest on any Distribution Date, the per annum rate
for such Subsidiary Interest set forth in the table in Section 3(c) hereof.

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

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

         "Pre-Funded Amount": $41,309,750, as reduced from time to time.

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

         "Pre-Funding Period": The period beginning on the Closing Date and
ending on the earlier of (i) March 7, 2002 or (ii) the date on which there is
$100,000 or less (exclusive of investment earnings) remaining in the Pre-Funding
Account.

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



                                       16

<PAGE>

         "Principal Distribution Tests": With respect to each Distribution Date:
(a) the Average Sixty-Day Delinquency Ratio as of such Distribution Date does
not exceed 6.5%; (b) the Cumulative Realized Losses as of such Distribution Date
do not exceed an amount equal to the percentage set forth below of the initial
aggregate Certificate Principal Balance of all the Certificates:

         Distribution Dates                                Percentage
         ------------------                                ----------

         June 2006                                              8.0%

         July 2006 through December 2007                        8.0%

         January 2007 through December 2008                     9.0%

         January 2009 through June 2011                        11.75%

         July 2011 and after                                   13.25%

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

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

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

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

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

         "Record Date": With respect to each Distribution Date, the last
Business Day of the month immediately preceding the month in which such
Distribution Date occurs.

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


         "Residual Certificates": The Class R Certificates or, following the
division of the Class R Certificates into three separately transferable,
certificated and fully registered certificates in accordance with Section 15(b)
hereof, the Class R-1 Certificates, Class R-2 Certificates and Class R-3
Certificates.

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

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



                                       17

<PAGE>

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

         "Servicing Transition Account" The account so designated and
established pursuant to Section 8 hereof, which shall not be an asset of any of
the Pooling REMIC, the Intermediate REMIC or the Issuing REMIC.

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

         "Subaccount Principal Balance": With respect to each Subaccount, on any
date of determination, the amount identified as the "Initial Subaccount
Principal Balance" of such Subaccount in Section 3 hereof, minus all amounts
allocated to such Subaccount in reduction of its Subaccount Principal Balance
pursuant to Sections 5(a) and 9 hereof.

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

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

         "Subsequent Transfer Date": The date on which Subsequent Assets are
transferred to the Trust pursuant to the Sales Agreement and Section 10 hereof.

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

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

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

         "Target Overcollateralization Amount": With respect to (i) any
Distribution Date prior to the Cross-over Date, shall equal 8.00% of the Pool
Scheduled Principal Balance of the Assets as of November 1, 2001, and (ii) for
any other Distribution Date, shall equal the lesser of (x) 8.00% of the
Scheduled Principal Balance of the Assets as of November 1, 2001, and (y) 14.00%
of the then current Pool Scheduled Principal Balance of the Assets; provided,
however, that in no event shall the Target Overcollateralization Amount be less
than 1.00% of the Pool Scheduled Principal Balance of the Assets as of November
1, 2001.




                                       18

<PAGE>

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

         "Trustee": JPMorgan Chase Bank, a New York banking corporation, not in
its individual capacity but solely as Trustee under this Pooling and Servicing
Agreement, or any successor trustee appointed as herein provided. Notices to the
Trustee shall be sent to 450 West 33rd Street, 14th floor New York, NY 10001/OMI
Trust 2001-E (the "Corporate Trust Office"), or its successor in interest.

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

         "Trustee Fee Rate":  0.025% per annum.

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

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

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

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

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




                                       19

<PAGE>

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

         Section 3. Certificates, Subaccounts and Subsidiary Interests.

         (a) The aggregate initial principal amount of Certificates that may be
executed and delivered under this Pooling and Servicing Agreement is limited to
$165,239,000, except for Certificates executed and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Certificates pursuant
to Sections 5.04 or 5.07 of the Standard Terms. The Certificates shall be issued
in eleven Classes having the designations, initial Certificate Principal
Balances, Pass-Through Rates and Final Scheduled Distribution Dates set forth or
described below:
<TABLE>
<CAPTION>
                      Initial Certificate Principal          Pass Through                  Final Scheduled
    Designation                   Balance                        Rate                   Distribution Dates(12)
    -----------                   -------                        ----                   ------------------
<S>     <C>                     <C>                              <C>                                <C>
      A-1                       $39,400,000                      (1)                          March 2014
      A-2                       $34,300,000                      (2)                        November 2019
      A-3                       $10,500,000                      (3)                        December 2021
      A-4                       $36,287,000                      (4)                        December 2031
      A-IO                          (5)                          (5)                        November 2009
      M-1                       $16,352,000                      (6)                        December 2031
      M-2                       $12,909,000                      (7)                        December 2031
      B-1                       $9,467,000                       (8)                        December 2031
      B-2                       $6,024,000                       (9)                         August 2027
      X                            (10)                          (10)                       December 2031
      R                            (11)                          (11)                       December 2031
</TABLE>

         (1) The Pass-Through Rate on the Class A-1 Certificates for any
Distribution Date shall be the per annum rate equal to the lesser of (i)
One-Month LIBOR, as determined (except for the initial Distribution Date) on the
applicable Floating Rate Determination Date, plus 0.30% and (ii) the Adjusted
Weighted Average Net Asset Rate of the Assets. For the initial Distribution
Date, the Pass-Through Rate for the Class A-1 Certificates will be 2.34375% per
annum, and the initial Interest Accrual Period for the Class A-1 Certificates
will commence on the Closing Date and end on December 14, 2001.

         (2) The Pass-Through Rate on the Class A-2 Certificates for any
Distribution Date shall be equal to the lesser of (i) 5.05% per annum and (ii)
the Adjusted Weighted Average Net Asset Rate of the Assets.

         (3) The Pass-Through Rate on the Class A-3 Certificates for any
Distribution Date shall be equal to the lesser of (i) 5.69% per annum and (ii)
the Adjusted Weighted Average Net Asset Rate of the Assets.

         (4) The Pass-Through Rate on the Class A-4 Certificates for any
Distribution Date shall be equal to the lesser of (i) 6.81% per annum and (ii)
the Adjusted Weighted Average Net Asset Rate of the Assets.

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




                                       20

<PAGE>

         (6) The Pass-Through Rate on the Class M-1 Certificates for any
Distribution Date shall be equal to the lesser of (i) 7.56% per annum and (ii)
the Adjusted Weighted Average Net Asset Rate of the Assets.

         (7) The Pass-Through Rate on the Class M-2 Certificates for any
Distribution Date shall be equal to the lesser of (i) 8.76% per annum and (ii)
the Adjusted Weighted Average Net Asset Rate of the Assets.

         (8) The Pass-Through Rate on the Class B-1 Certificates for any
Distribution Date shall be equal to the lesser of (i) 7.50% per annum and (ii)
the Adjusted Weighted Average Net Asset Rate of the Assets.

         (9) The Pass-Through Rate on the Class B-2 Certificates for any
Distribution Date shall be equal to the lesser of (i) 10.50% per annum and (ii)
the Adjusted Weighted Average Net Asset Rate of the Assets.

         (10) The Class X Certificates shall have no Certificate Principal
Balance and no Pass-Through Rate. The Class X Certificates will represent the
right to receive, on each Distribution Date, the applicable Class X Strip Amount
and any Class X Carryover Strip Amount.

         (11) The Class R Certificates shall have no Certificate Principal
Balance and no Pass-Through Rate, and shall represent the residual interest in
each of the Pooling REMIC, the Intermediate REMIC and the Issuing REMIC.
Following the division of the Class R Certificates into three separately
transferable, certificated and fully registered certificates in accordance with
Section 15(b) hereof, the Class R-1, Class R-2 and Class R-3 Certificates shall
have no Certificate Principal Balances and no Pass-Through Rates and shall
represent the residual interest in the Issuing REMIC, the Intermediate REMIC and
the Pooling REMIC, respectively.

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

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

<TABLE>
<CAPTION>
    Subaccount            Pass-Through Rate            Initial Subaccount Principal          Final Scheduled
                                                                  Balance                   Distribution Date
-------------------   ---------------------------      ------------------------------    ------------------------
<S>     <C>                                                      <C>                                 <C>
Class A-1             Adjusted Weighted Average                  $39,400,000                   March 2014
                      Net Asset Rate
Class A-2             Adjusted Weighted Average                   34,300,000                  November 2019
                      Net Asset Rate
Class A-3             Adjusted Weighted Average                   10,500,000                  December 2021
                      Net Asset Rate
Class A-4             Adjusted Weighted Average                   36,287,000                  December 2031
                      Net Asset Rate
Class A-IO            6.00% per annum through                                                 November 2009
                      and including the
                      Distribution Date in
                      November 2009 and 0%
                      thereafter (1)
</TABLE>


                                       21

<PAGE>

<TABLE>
<S>     <C>                                                       <C>                                  <C>
Class M-1             Adjusted Weighted Average                   16,352,000                  December 2031
                      Net Asset Rate
Class M-2             Adjusted Weighted Average                   12,909,000                  December 2031
                      Net Asset Rate
Class B-1             Adjusted Weighted Average                    9,467,000                   August 2027
                      Net Asset Rate
Class B-2             Adjusted Weighted Average                    6,024,000                  December 2031
                      Net Asset Rate
</TABLE>

         (1) The Class A-IO Subaccount has no Subaccount Principal Balance and
is entitled only to distributions of interest.

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

         (c) The Subsidiary Interests are being issued in 33 classes and are
hereby designated as constituting the "regular interests" in the Pooling REMIC
for the purposes of Section 860G(a)(1) of the Code. The following terms of the
Subsidiary Interests are irrevocably established as of the Closing Date:

<TABLE>
<CAPTION>

    Subsidiary                                          Initial Subsidiary Interest         Final Scheduled
     Interest             Pass-Through Rate                  Principal Balance              Distribution Date
-------------------   ---------------------------      ------------------------------    ------------------------
<S>     <C>                                            <C>                                             <C>
Class S-1             Weighted Average Net             $         107,839,000                  December 2031
                      Asset Rate
Class S-2(1)          Weighted Average Net                         1,200,000                  December 2031
                      Asset Rate
Class S-2(2)          Weighted Average Net                       1,300,000                    December 2031
                      Asset Rate
Class S-2(3)          Weighted Average Net                       1,400,000                    December 2031
                      Asset Rate
Class S-2(4)          Weighted Average Net                       1,400,000                    December 2031
                      Asset Rate
Class S-2(5)          Weighted Average Net                       1,500,000                    December 2031
                      Asset Rate
Class S-2(6)          Weighted Average Net                       1,500,000                    December 2031
                      Asset Rate
Class S-2(7)          Weighted Average Net                       1,600,000                    December 2031
                      Asset Rate
</TABLE>


                                       22

<PAGE>

<TABLE>
<CAPTION>

    Subsidiary                                          Initial Subsidiary Interest         Final Scheduled
     Interest             Pass-Through Rate                  Principal Balance              Distribution Date
-------------------   ---------------------------      ------------------------------    ------------------------

<S>     <C>                                                      <C>                                   <C>
Class S-2(8)          Weighted Average Net                       1,500,000                    December 2031
                      Asset Rate
Class S-2(9)          Weighted Average Net                       1,600,000                    December 2031
                      Asset Rate
Class S-2(10)         Weighted Average Net                       1,500,000                    December 2031
                      Asset Rate
Class S-2(11)         Weighted Average Net                       1,500,000                    December 2031
                      Asset Rate
Class S-2(12)         Weighted Average Net                       1,400,000                    December 2031
                      Asset Rate
Class S-2(13)         Weighted Average Net                       1,300,000                    December 2031
                      Asset Rate
Class S-2(14)         Weighted Average Net                       1,400,000                    December 2031
                      Asset Rate
Class S-2(15)         Weighted Average Net                       1,300,000                    December 2031
                      Asset Rate
Class S-2(16)         Weighted Average Net                       1,200,000                    December 2031
                      Asset Rate
Class S-2(17)         Weighted Average Net                       1,200,000                    December 2031
                      Asset Rate
Class S-2(18)         Weighted Average Net                       1,200,000                    December 2031
                      Asset Rate
Class S-2(19)         Weighted Average Net                       1,100,000                    December 2031
                      Asset Rate
Class S-2(20)         Weighted Average Net                       1,100,000                    December 2031
                      Asset Rate
Class S-2(21)         Weighted Average Net                       1,000,000                    December 2031
                      Asset Rate
Class S-2(22)         Weighted Average Net                       1,100,000                    December 2031
                      Asset Rate
Class S-2(23)         Weighted Average Net                       1,000,000                    December 2031
                      Asset Rate
Class S-2(24)         Weighted Average Net                        900,000                     December 2031
                      Asset Rate
</TABLE>



                                       23

<PAGE>


<TABLE>
<CAPTION>

    Subsidiary                                          Initial Subsidiary Interest         Final Scheduled
     Interest             Pass-Through Rate                  Principal Balance              Distribution Date
-------------------   ---------------------------      ------------------------------    ------------------------
<S>     <C>                                                       <C>                                  <C>
Class S-2(25)         Weighted Average Net                        900,000                     December 2031
                      Asset Rate
Class S-2(26)         Weighted Average Net                        900,000                     December 2031
                      Asset Rate
Class S-2(27)         Weighted Average Net                        900,000                     December 2031
                      Asset Rate
Class S-2(28)         Weighted Average Net                        900,000                     December 2031
                      Asset Rate
Class S-2(29)         Weighted Average Net                        800,000                     December 2031
                      Asset Rate
Class S-2(30)         Weighted Average Net                        800,000                     December 2031
                      Asset Rate
Class S-2(31)         Weighted Average Net                        700,000                     December 2031
                      Asset Rate
Class S-2(32)         Weighted Average Net                      20,300,000                    December 2031
                      Asset Rate
</TABLE>

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

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

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

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

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

         (a) On each Distribution Date, after allocation of the Available
Distribution Amount to the Subsidiary Interests in accordance with Section 5(g)
hereof and, where applicable, OAC, to the extent of the amount thereof remaining
after application pursuant to clauses (1) through (5) of Section 4.03 of the
Standard Terms, the Trustee (or the Paying Agent on behalf of the Trustee) shall
withdraw all amounts allocated to the various Subsidiary Interests and shall
allocate such amounts to the various Subaccounts, in the following manner and in
the following order of priority as directed in writing by the Servicer:




                                       24

<PAGE>

      (i) First, to each Class A Subaccount, (A) first, its Priority Interest
   Distribution Amount for such Distribution Date, in each case with the
   Available Distribution Amount being allocated among the Class A Subaccounts
   pro rata based on their respective Priority Interest Distribution Amounts,
   and (B) second, the related Carryover Interest Distribution Amount for such
   Distribution Date, if any, in each case with the Available Distribution
   Amount being allocated among the Class A Subaccounts pro rata based on their
   respective Carryover Interest Distribution Amounts;

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

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

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

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

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

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

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



                                       25

<PAGE>

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

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

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

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

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

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

         (b) On each Distribution Date, after all Subaccount allocations have
been made as described in Section 5(a) above and Section 9 below, the Trustee
(or the Paying Agent on behalf of the Trustee) shall withdraw all amounts
allocated to the various Subaccounts, and shall distribute such amounts in the
following manner and in the following order of priority:

      First to each Class of Class A Certificates, (A) first, its Interest
   Distribution Amount for such Distribution Date, in each case with the
   Available Distribution Amount being allocated among such Classes pro rata
   based on their


                                       26

<PAGE>

   respective Interest Distribution Amounts, and (B) second, the related
   Carryover Interest Distribution Amount, if any, for such Distribution Date,
   in each case with the Available Distribution Amount being allocated among the
   Classes of Class A Certificates pro rata based on their respective Carryover
   Interest Distribution Amounts;

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

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

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

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

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

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

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

      (ix) Ninth, to the Class M-2 Certificates, (A) first, any related
   Writedown Interest Distribution Amount for such Distribution Date, (B)
   second, any related Carryover Writedown Interest Distribution Amount for such
   Distribution Date, (C) third, the related Principal Distribution Shortfall
   Carryover Amount for the Class M-2 Certificates, if any, for such
   Distribution Date, and (D) fourth, the Class M-2 Principal



                                       27

<PAGE>

   Distribution Amount, in reduction of the Certificate Principal Balance of
   such Class, until it is reduced to zero;

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

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

      (xii) Twelfth, sequentially, (A) first, for deposit in the
   Certificateholders' Interest Carryover Account, the Class X Strip Amounts in
   an amount equal to the Class M-1 Certificateholders' Interest Carryover
   Amount in respect of the Class M-1 Certificates, if any, for such
   Distribution Date, and (B) second, to the Class M-1 Certificates, the Class
   M-1 Certificateholders' Interest Carryover Amount in respect of the Class M-1
   Certificates, if any, for such Distribution Date;

      (xiii) Thirteenth, sequentially, (A) first, for deposit in the
   Certificateholders' Interest Carryover Account, the Class X Strip Amounts in
   an amount equal to the Class M-2 Certificateholders' Interest Carryover
   Amount in respect of the Class M-2 Certificates, if any, for such
   Distribution Date, and (B) second, to the Class M-2 Certificates, the Class
   M-2 Certificateholders' Interest Carryover Amount in respect of the Class M-2
   Certificates, if any, for such Distribution Date;

      (xiv) Fourteenth, sequentially, (A) first, for deposit in the
   Certificateholders' Interest Carryover Account, the Class X Strip Amounts in
   an amount equal to the Class B-2 Certificateholders' Interest Carryover
   Amount in respect of the Class B-2 Certificates, if any, for such
   Distribution Date, and (B) second, to the Class B-2 Certificates, the Class
   B-2 Certificateholders' Interest Carryover Amount in respect of the Class B-2
   Certificates, if any, for such Distribution Date;

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




                                       28

<PAGE>

      (xvi) Sixteenth, to the Class X Certificates (less amounts deposited in
   the Certificateholders' Interest Carryover Account on such Distribution
   Date), in the following sequential order:

            (A) the current Class X Strip Amount; and

            (B) any Class X Carryover Strip Amount;

      (xvii) Seventeenth, to the Class X Certificates, any amounts remaining in
   the Certificateholders' Interest Carryover Account after all payments made
   pursuant to Sections 5(b)(xii)-(xiv) above; and

      (xviii) Finally, any remainder to the Holders of the Issuing REMIC
   Residual Interest.

         (c) On each Distribution Date for which the applicable Remittance
Report indicates that one or more Interest Deficiency Withdrawals is required,
after making the withdrawals and applications described in Section 5(a) and (b)
above, the Trustee (or the Paying Agent on behalf of the Trustee) shall withdraw
from the Certificate Account and allocate the Interest Deficiency Withdrawal,
based upon the information set forth in the related Remittance Report, in the
following manner and in the following order of priority:

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

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

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

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

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

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

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

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



                                       29

<PAGE>

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

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

      (v) Finally, any remainder to the holders of the Issuing REMIC Residual
   Interest.

         (e) All distributions or allocations made with respect to each Class on
each Distribution Date shall be allocated pro rata among the outstanding
Certificates of such Class based on their respective Percentage Interests. So
long as the Book-Entry Certificates are registered in the name of a Clearing
Agency or its nominee, the Trustee shall make all distributions or allocations
on such Certificates by wire transfers of immediately available funds to the
Clearing Agency or its nominee. In the case of Certificates issued in
fully-registered, certificated form, payment shall be made either (i) by check
mailed to the address of each Certificateholder as it appears in the Certificate
Register on the Record Date immediately prior to such Distribution Date or (ii)
by wire transfer of immediately available funds to the account of a Holder at a
bank or other entity having appropriate facilities therefor, if such Holder
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date and such Holder
is (A) with respect to any Class A, Class M or Class B Certificates issued after
the Closing Date in certificated, fully-registered form, the registered owner of
Class A, Class M or Class B Certificates with an aggregate initial Certificate
Principal Balance of at least $1,000,000, and (B) with respect to the Residual
Certificates or Class X Certificates, the registered owner of the Residual
Certificates or Class X Certificates evidencing an aggregate Percentage Interest
of at least 50%. The Trustee may charge any Holder its standard wire transfer
fee for any payment made by wire transfer. Final distribution on the
Certificates will be made only upon surrender of the Certificates at the offices
of the Trustee set forth in the notice of such final distribution sent by the
Trustee to all Certificateholders pursuant to Section 9.01 of the Standard
Terms. All sums distributed on the Certificates shall be payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

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

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


                                       30

<PAGE>

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

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

      (i) first, each of the Class S-1 and Class S-2 Interests shall receive pro
   rata, based on their respective entitlements, (i) their Interest Distribution
   Amounts, plus (ii) any Carryover Interest Distribution Amount with respect to
   such Class;

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

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

     Section 6. Guarantee.
                ----------

     (a) On any Distribution Date, the Guarantor is hereby obligated to pay the
Guarantee Payment Amount, if any, for the benefit of the holders of the Class
B-2 Certificates.

     (b) No later than 1:00 p.m. New York City time on each Remittance Date,
after taking into account the amounts allocated to the various Subaccounts in
accordance with Section 5(a) hereof, the Trustee shall, in accordance with the
related Remittance Report and in accordance with the terms of the Guarantee,
notify the Guarantor of any Guarantee Payment Amount payable under the Guarantee
on the related Distribution Date. In addition, the Servicer shall notify the
Guarantor as soon as practical (but no later than the related Remittance Date)
after determining that a Guarantee Payment Amount shall be payable under the
Guarantee on the related Distribution Date. Upon receipt of notice as described
above, the Guarantor shall be required to deliver the Guarantee Payment Amount,
if any, on or prior to 10:00 a.m. on the Distribution Date for the related
Distribution Date. Such Guarantee Payment Amount received by the Trustee shall
be paid to the Holders of the Class B-2 Certificates on such Distribution Date
(or such later date, if such amounts are received subsequent to such
Distribution Date). In no event shall the Guarantee Payment Amount be
distributed on any Class of Certificates other than the Class B-2 Certificates
and any such amounts received by the Trustee which are not distributable to the
Class B-2 Certificates shall be returned by the Trustee to the Guarantor. Any
Guarantee Payment Amounts made by the Guarantor to the Trustee shall be made in
cash and shall be considered to be payments made directly to the holders of the
Class B-2 Certificates and


                                       31

<PAGE>

not payments made to the Issuing REMIC in the nature of a guarantee within the
meaning of I.R.C. SS.860G(d)(2)(B).

     (c) On each Distribution Date, the Guarantor is entitled to receive any
Guarantee Excess Amount. At such time as the Guaranteed Class B-2 Certificate
Principal Balance has been reduced to zero, the Guarantor will be entitled to
receive any subsequent distributions with respect to the Class B-2 Certificates
as set forth in Section 5 hereof (which amounts will constitute Guarantee Excess
Amount). All Guarantee Excess Amounts will be deemed to be reimbursements for
prior Guarantee Payment Amounts.

     Section 7. Establishment of Certificateholders' Interest Carryover Account.
                ----------------------------------------------------------------

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

     Section 8. Servicing Transition Account.
                -----------------------------

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




                                       32

<PAGE>

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

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

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

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

     Section 9. Allocation of Writedown Amounts.
                --------------------------------

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

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

     (b) Second, to the Class B-1 Subaccount, to be applied in reduction of the
Adjusted Subaccount Principal Balance of such Subaccount, until the Adjusted
Subaccount Principal Balance has been reduced to zero; (c) Third, to the Class
M-2 Subaccount, to be applied in reduction of the Adjusted Subaccount Principal
Balance of such Subaccount, until the Adjusted Subaccount Principal Balance has
been reduced to zero; and

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



                                       33

<PAGE>

     (e) Writedown Amounts allocated to the Class B-2, Class B-1, Class M-2 and
Class M-1 Subaccounts pursuant to this Section 9 shall be allocated to the Class
B-2, Class B-1, Class M-2 and Class M-1 Certificates, respectively, until the
Adjusted Certificate Principal Balance of each such Class has been reduced to
zero.

     Section 10. Pre-Funding Account.
                 --------------------

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

     (b) On or before the Closing Date, OMI shall deposit $41,309,750 in the
Pre-Funding Account. Amounts on deposit in the Pre-Funding Account shall be
withdrawn by the Trustee as follows:

         (i) Pursuant to and in accordance with the Sales Agreement and a notice
      of direction from an officer of OMI substantially in the form of Exhibit
      PF herein, on any Subsequent Transfer Date, the Trustee shall withdraw an
      amount equal to 100% of the Scheduled Principal Balance as of the related
      Subsequent Transfer Date of each Subsequent Asset transferred and assigned
      to the Trustee on such Subsequent Transfer Date and pay such amount to or
      upon the order of OMI with respect to such transfer and assignment.

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

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

     (c) The Pre-Funding Account shall be part of the Trust, but not part of the
Pooling REMIC, the Intermediate REMIC or the Issuing REMIC. The Trustee, on
behalf of the Trust, shall be the legal owner of the Pre-Funding Account. OMI
shall be the beneficial owner of the Pre-Funding Account, subject to the
foregoing power of the Trustee to transfer amounts in the Pre-Funding Account to
the Distribution Account. Funds in the Pre-Funding Account shall, at the
direction of the Servicer, be invested in Eligible Investments that mature no
later than the



                                       34

<PAGE>

Business Day prior to the next occurring Distribution Date. All amounts earned
on deposits in the Pre-Funding Account shall be taxable to OMI. The Trustee
shall release to OMI all investment earnings in the Pre-Funding Account on the
Business Day immediately following the end of the Pre-Funding Period.

     (d) The Trustee shall clear and terminate the Pre-Funding Account upon the
earlier to occur of (i) the Distribution Date immediately following the end of
the Pre-Funding Period and (ii) the date on which an Event of Default occurs
under this Agreement, with any amounts remaining on deposit therein being paid
to the holders of Certificates then entitled to distributions in respect of
principal. Withdrawals pursuant to clauses (b)(i)-(iii) and this clause (d)
shall be treated as contributions of cash to the Pooling REMIC on the date of
withdrawal.

     (e) Each Subsequent Asset acquired by the Trust with funds from the
Pre-Funding Account shall be acquired pursuant to a fixed price contract within
the meaning of I.R.C. SS. 860G(a)(3)(A)(ii).

     Section 11. Capitalized Interest Account.
                 -----------------------------

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

     (b) On or before the Closing Date, OMI shall deposit $342,263 in the
Capitalized Interest Account. The Trustee shall, on the Business Day immediately
preceding each Capitalized Interest Account Distribution Date, withdraw the
Capitalized Interest Account Withdrawal Amount (as calculated by the Servicer
and set forth in the related Remittance Report pursuant to Section 12(a)(ix)
hereof), if any, from the Capitalized Interest Account in order to pay:

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

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

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

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



                                       35

<PAGE>

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

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

     (d) The Trustee shall release to OMI all funds remaining in the Capitalized
Interest Account on the Distribution Date immediately following the final
transfer of Subsequent Assets to the Trust upon written notice from an officer
of OMI to the Trustee (which may be contained in the Notice and Direction to the
Trustee under Section 10(b)(i) hereof) that all of the Subsequent Assets have
been transferred to the Trust.

     Section 12. Remittance Reports.
                 -------------------

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

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

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



                                       36

<PAGE>

Amount to be distributed on the Certificates, the Current Overcollateralization
Amount and the Target Overcollateralization Amount;

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

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

         (v) the Certificate Principal Balance of each Class of the Certificates
      (which will be equal to the Subaccount Principal Balance of the
      Corresponding Subaccount) and the Adjusted Certificate Principal Balance
      of each Class of the Offered Subordinated Certificates (which will be
      equal to the Adjusted Subaccount Principal Balance of the Corresponding
      Subaccount) after giving effect to the distributions to be made (and any
      Writedown Amounts to be allocated) on such Distribution Date;

         (vi) the aggregate Interest Distribution Amount remaining unpaid, if
      any, and the aggregate Carryover Interest Distribution Amount remaining
      unpaid, if any, for each Class of Certificates (which will be equal to the
      Priority Interest Distribution Amount and Carryover Interest Distribution
      Amount remaining unpaid on the Corresponding Subaccount), after giving
      effect to all distributions to be made on such Distribution Date;

         (vii) the aggregate Writedown Interest Distribution Amount remaining
      unpaid, if any, and the aggregate Carryover Writedown Interest
      Distribution Amount remaining unpaid, if any, for each Class of
      Certificates (which will be equal to such amounts remaining unpaid on the
      Corresponding Subaccount), after giving effect to all distributions to be
      made on such Distribution Date;

         (viii) the aggregate Principal Distribution Shortfall Carryover Amount
      remaining unpaid, if any, for each Class of Certificates, after giving
      effect to the distributions to be made on such Distribution Date;

         (ix) the Pre-Funded Amount, if any, in the Pre-Funding Account on such
      Distribution Date, the amount of funds, if any, used to purchase
      Subsequent Assets during the Pre-Funding Period, the Capitalized Interest
      Account Withdrawal Amount, and the amount of funds, if any, allocated as a
      prepayment of principal at the end of the Pre-Funding Period;

         (x) the Class M-1 Certificateholders' Interest Carryover Amount in
      respect of the Class M-1 Certificates, the Class M-2 Certificateholders'
      Interest Carryover Amount in respect of the Class M-2 Certificates and the
      Class B-2 Certificateholders' Interest Carryover Amount in respect of the
      Class B-2 Certificates; and

         (xi) the amount of the Guarantee Payment Amount, if any, for such
      Distribution Date, the Aggregate amount of any unpaid Guarantee Payment
      Amounts for


                                       37

<PAGE>

      any previous Distribution Dates, and the Guaranteed Class B-2 Certificate
      Principal Balance immediately prior to such Distribution Date.

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

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

     Section 13. Limited Right of Servicer to Retain Servicing Fees from
Collections.

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

     Section 14. Determination of One-Month LIBOR.

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

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

      On each Floating Rate Determination Date, the Servicer will determine the
      arithmetic mean of the London Interbank Offered Rate ("LIBOR") quotations
      for one-month Eurodollar deposits ("One-Month LIBOR") for the succeeding
      Interest Accrual Period for the Class A-1 Certificates on the basis of the
      Reference Banks' offered LIBOR quotations provided to the Servicer as of
      11:00 a.m. (London time) on such Floating Rate Determination Date. As used
      herein with respect to a Floating Rate Determination Date, "Reference
      Banks" means leading banks engaged in transactions in Eurodollar deposits
      in the international Eurocurrency market (i) with an established place of
      business in London, (ii) whose quotations appear on the Bloomberg Screen
      US0001M Index Page on the Floating Rate Determination Date in question and
      (iii) which have been designated as such by the Servicer and are able and
      willing to provide such quotations to the Servicer on each Floating Rate
      Determination Date; and "Bloomberg Screen US0001M Index Page" means the
      display designated as page "US0001M on the Bloomberg Financial Markets
      Commodities News (or



                                       38

<PAGE>

      such other pages as may replace such page on that service for the purpose
      of displaying LIBOR quotations of major banks). If any Reference Bank
      should be removed from the Bloomberg Screen US0001M Index Page or in any
      other way fails to meet the qualifications of a Reference Bank, the
      Servicer may, in its sole discretion, designate an alternative Reference
      Bank.

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

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

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

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

     Notwithstanding the foregoing, One-Month LIBOR for an Interest Accrual
Period shall not be based on One-Month LIBOR for the previous Interest Accrual
Period on the Class A-1 Certificates for two consecutive Floating Rate
Determination Dates. If, under the priorities described above, One-Month LIBOR
for an Interest Accrual Period on the Class A-1 Certificates would be based on
One-Month LIBOR for the previous Floating Rate Determination Date for the second
consecutive Floating Rate Determination Date, the Servicer shall select an
alternative index (over which the Servicer has no control) used for determining
one-month Eurodollar



                                       39

<PAGE>

lending rates that is calculated and published (or otherwise made available) by
an independent third party.

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

     Section 15. REMIC Administration.
                 ---------------------

     (a) For purposes of the REMIC Provisions, all of the Certificates (except
the Residual Certificates) will be designated as the "regular interests" in the
Issuing REMIC; provided, however, that the Class M-1 Certificates, the Class M-2
Certificates and the Class B-2 Certificates will represent beneficial ownership
of a "regular interest" and the right to receive the Class M-1
Certificateholders' Interest Carryover Amounts, the Class M-2
Certificateholders' Interest Carryover Amounts the Class B-2 Certificateholders'
Interest Carryover Amounts, respectively. The Subaccounts will be designated as
the "regular interests" in the Intermediate REMIC, and the Subsidiary Interests
will be designated as the "regular interests" in the Pooling REMIC. The Class R
Certificates represent beneficial ownership of the "residual interest" in each
of the Issuing REMIC, the Intermediate REMIC and the Pooling REMIC and,
following the division of the Class R Certificates into three separately
transferable, certificated and fully registered certificates in accordance with
Section 15(b) below, the Class R-1 Certificates will be designated as the
"residual interest" in the Issuing REMIC, the Class R-2 Certificates will be
designated as the "residual interest" in the Intermediate REMIC, and the Class
R-3 Certificates will be designated as the "residual interest in the Pooling
REMIC.

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

     Section 16. Optional Termination and Auction Call.
                 --------------------------------------

     (a) Section 9.01(b) of the Standard Terms is hereby amended by inserting
"the earlier of (A)" after "(2)" and by inserting, "or (B) November 2009" at the
end of the paragraph.

     (b) If the Servicer does not exercise its optional termination right as
described in Section 9.01 of the Standard Terms within 90 days after it first
becomes entitled to do so, the Trustee shall use commercially reasonable efforts
to solicit bids for the purchase of all Assets, REO Properties and Repo
Properties remaining in the Trust from no fewer than two prospective purchasers
that it believes to be Qualified Bidders. If OAC is then the Servicer of the
Assets, the


                                       40

<PAGE>

solicitation of bids shall be conditioned upon the continuation of OAC as the
servicer of the Assets on terms and conditions substantially similar to those in
the Pooling and Servicing Agreement, except that it shall not be required to pay
Compensating Interest or make Advances.

     (c) If the Trustee receives bids from at least two Qualified Bidders and
the net proceeds of the highest bid are equal to or greater than the Termination
Price, the Trustee shall promptly advise the Servicer of the highest bid and the
terms of purchase, and the Servicer shall have three Business Days, at its
option, to match the terms of such bid. The Trustee shall thereafter sell the
Assets, REO Properties and Repo Properties either (i) to the Servicer, if it
shall so elect, or (ii) to the highest bidder, and in either case the Trustee
shall distribute the net proceeds of such sale in redemption of the Certificates
in compliance with Article IX of the Standard Terms and Section 5 hereof. Any
such sale must also comply with the requirements applicable to a Terminating
Purchase set forth in Section 9.02 of the Standard Terms.

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

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

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

     Section 17. Concerning the Contract of Insurance Holder.
                 --------------------------------------------

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

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

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

            (iii) The Trustee hereby appoints the Claims Administrator to
         facilitate the servicing of FHA Assets. The Claim Administrator shall
         perform on behalf of the




                                       41

<PAGE>

         Contract of Insurance Holder the duties associated with the submission
         of FHA claims in connection with the FHA Insurance, except to the
         extent that certain documents must be signed by the Contract of
         Insurance Holder (in which case the Contract of Insurance Holder may
         appoint an attorney-in-fact to sign on its behalf) and shall not, in
         its capacity as Claims Administrator or as Servicer, take any action or
         omit to take any action that would cause the Contract of Insurance
         Holder to violate this Section 17 or otherwise fail to maintain valid
         FHA Insurance or cause any denial by FHA of an insurance claim.

            (iv) The Contract of Insurance Holder shall not be deemed to have
         violated this Section 17 and shall otherwise incur no liability
         hereunder if any failure to maintain valid FHA Insurance or to comply
         with FHA regulations requirements or any denial by FHA of an insurance
         claim shall have been caused by any act or omission of the Servicer or
         Claims Administrator in the performance of its duties hereunder.

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

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

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

            (ii) If at any time the Contract of Insurance Holder shall become
         incapable of acting, or shall fail to perform its obligations hereunder
         or shall be adjudged as bankrupt or insolvent, or a receiver of the
         Contract of Insurance Holder or of its property shall be appointed, or
         any public officer shall take charge or control of the Contract of
         Insurance Holder or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation, or the Contract of
         Insurance Holder shall fail to be "well capitalized" within the meaning
         of the Federal Deposit Insurance Act and the regulations thereunder,
         then, in any such case the Servicer shall remove the Contract of
         Insurance Holder and appoint a



                                       42

<PAGE>

         successor contract of insurance holder (which successor must be a HUD
         approved lender) by written instrument, in duplicate, one copy of which
         instrument shall be delivered to the Contract of Insurance Holder so
         removed and one copy to the successor contract of insurance holder.
         Upon removal of the Contract of Insurance Holder, the outgoing Contract
         of Insurance Holder shall take all action required to maintain the
         benefits of the FHA Insurance; provided that, if the Contract of
         Insurance Holder is removed because it has failed to be "well
         capitalized" as provided in the preceding sentence, the Depositor and
         Servicer each shall bear the expenses incurred in connection with such
         transfer.

            (iii) Any resignation or removal of the Contract of Insurance Holder
         and appointment of a successor contract of insurance holder pursuant to
         any of the provisions of this Section 17 shall become effective upon
         acceptance of appointment by the successor contract of insurance
         holder.

            (iv) The Servicer shall be liable for and shall indemnify, defend
         and hold harmless the Trustee and the Contract of Insurance Holder and
         its officers, directors, employees, representatives and agents, from
         and against and reimburse the Trustee and the Contract of Insurance
         Holder for any and all claims, expenses, obligations, liabilities,
         losses, damages, injuries (to person, property, or natural resources),
         penalties, stamp or other similar taxes, actions, suits, judgments,
         reasonable costs and expenses (including reasonable attorney's and
         agent's fees and expenses) of whatever kind or nature regardless of
         their merit, demanded, asserted or claimed against the Trustee and the
         Contract of Insurance Holder directly or indirectly relating to, or
         arising from, claims against the Trustee and the Contract of Insurance
         Holder by reason of its participation in the transactions contemplated
         under this Section 17 and in connection with the FHA Asset, including
         without limitation all reasonable costs required to be associated with
         claims for damages to persons or property, and reasonable attorneys'
         and consultants' fees and expenses and court costs, except to the
         extent caused by the Trustee's or the Contract of Insurance Holder's
         gross negligence or willful misconduct. The provisions of this Section
         17(b)(4) shall survive the termination of this Agreement or the earlier
         resignation or removal of the Trustee or the Contract of Insurance
         Holder.

     Section 18. Voting Rights.
                 --------------

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

     Section 19. Trustee Certification.
                 ----------------------

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




                                       43

<PAGE>

     Section 20. Amendments to the Standard Terms
                 --------------------------------

     (a) Section 3.04 of the Standard Terms is hereby amended by adding a new
subsection (f) as follows:

     Section 3.04(f). Advance Facility.
                      ----------------

            (1) The Servicer is hereby authorized to enter into a financing or
         other facility (any such arrangement, an "Advance Facility"), the
         documentation for which complies with Section 3.04(f)(5) below, under
         which (1) the Servicer assigns or pledges its rights under this
         Agreement to be reimbursed for any or all P&I Advances and/or Servicing
         Advances to a special-purpose bankruptcy-remote entity (an "SPV"),
         which in turn, directly or through other assignees and/or pledgees,
         assigns or pledges such rights to a Person, which may include a trustee
         acting on behalf of holders of debt instruments (any such Person, an
         "Advance Financing Person"), and/or (2) an Advance Financing Person
         agrees to fund some or all P&I Advances and/or Servicing Advances
         required to be made by the Servicer pursuant to this Agreement. No
         consent of the Trustee, Certificateholders or any other party is
         required before the Servicer may enter into an Advance Facility.
         Notwithstanding the existence of any Advance Facility under which an
         Advance Financing Person agrees to fund P&I Advances and/or Servicing
         Advances on the Servicer's behalf, the Servicer shall remain obligated
         pursuant to this Agreement to make P&I Advances and Servicing Advances
         pursuant to and as required by this Agreement, and shall not be
         relieved of such obligations by virtue of such Advance Facility. If the
         Servicer enters into an Advance Facility, and for so long as an Advance
         Financing Person remains entitled to receive reimbursement for any P&I
         Advances or Servicing Advances outstanding and previously unreimbursed
         pursuant to this Agreement, then the Servicer shall not be permitted to
         reimburse itself for P&I Advances and/or Servicing Advances, as
         applicable, pursuant to Sections 3.04(b), 3.04(c), and/or 3.07(a) of
         this Agreement, but instead the Servicer's assignee and designee (the
         "Servicer's Assignee") shall have the right to withdraw from the
         Certificate Account collections that the Servicer would otherwise have
         the right to withdraw from the Certificate Account, pursuant to Section
         3.07(a)(1) of this Agreement, amounts available to reimburse previously
         unreimbursed P&I Advances ("P&I Advance Reimbursement Amounts") and/or
         previously unreimbursed Servicing Advances ("Servicing Advance
         Reimbursement Amounts" and together with P&I Advance Reimbursement
         Amounts, "Reimbursement Amounts") (in each case to the extent such type
         of Advance is included in the Advance Facility). Notwithstanding
         anything to the contrary herein, in no event shall P&I Advance
         Reimbursement Amounts or Servicing Advance Reimbursement Amounts be
         included in the "Available Distribution" or distributed to
         Certificateholders. In addition, the Trustee shall remit Reimbursement
         Amounts which are deposited into the Distribution Account for a Series
         pursuant to Section 4.03(2).

            (2) If the Servicer enters into an Advance Facility, the Servicer
         and the related Advance Financing Person shall deliver to the Trustee a
         written notice of the existence of such Advance Facility (an "Advance
         Facility Notice"), stating the identity of the Advance Financing Person
         and the related Servicer's Assignee, and specifying what P&I Advances
         and/or Servicing Advances are covered by the Advance Facility. An
         Advance



                                       44

<PAGE>

         Facility Notice may only be terminated by the joint written direction
         of the Servicer and the related Advance Financing Person.

            (3) Reimbursement Amounts shall consist solely of amounts in respect
         of P&I Advances and/or Servicing Advances made with respect to the
         Assets for which the Servicer would be permitted to reimburse itself in
         accordance with Sections 3.04(b), 3.04(c), and/or 3.07(a) hereof,
         assuming the Servicer had made the related P&I Advance(s) and/or
         Servicing Advance(s).

            (4) An Advance Financing Person who receives an assignment or pledge
         of rights to receive Reimbursement Amounts and/or whose obligations
         hereunder are limited to the funding of P&I Advances and/or Servicing
         Advances shall not be required to meet the criteria for qualification
         of Section 6.07 hereof.

            (5) The documentation establishing any Advance Facility shall
         require that Reimbursement Amounts distributed with respect to each
         Series be allocated to outstanding unreimbursed P&I Advances or
         Servicing Advances (as the case may be) made with respect to that
         Series on a "first-in, first out" ("FIFO") basis. In the event that, as
         a result of this FIFO allocation, some or all of a Reimbursement Amount
         for a Series relates to P&I Advances or Servicing Advances that were
         made by a Person other than Oakwood Acceptance Corporation, LLC
         (successor by merger to Oakwood Acceptance Corporation) or the Advance
         Financing Person, then the Servicer's Assignee shall be required to
         remit any portion of such Reimbursement Amount to each person entitled
         to such portion of such Reimbursement Amount. At any time when the
         Advance Financing Person shall have ceased funding P&I Advances and/or
         Servicing Advances (as the case may be) with respect to a Series, and
         the Servicer's Assignee shall have withdrawn from the related
         Certificate Account Reimbursement Amounts sufficient to reimburse all
         P&I Advances and/or Servicing Advances (as the case may be), the right
         to reimbursement for which were assigned to the Servicer's Assignee,
         then the Servicer's Assignee and the Advance Financing Person and the
         Servicer shall deliver a written notice to the Trustee terminating the
         Advance Facility Notice with respect to the Series, whereupon the
         Servicer shall again be entitled to withdraw the related Reimbursement
         Amounts from the Certificate Account pursuant to Section 3.07(a)(1).
         Without limiting the generality of the foregoing, the Servicer shall
         remain entitled to be reimbursed by the Advance Financing Person for
         all P&I Advances and Servicing Advances funded by the Servicer to the
         extent the related Reimbursement Amount(s) have not been assigned or
         pledged to an Advance Financing Person or related Servicer's Assignee.
         By way of illustration, and not by way of limiting the generality of
         the foregoing, if a Servicer who is a party to an Advance Facility
         resigns or is terminated, and is replaced by a successor Servicer, and
         the successor Servicer directly funds P&I Advances or Servicing
         Advances with respect to a Series and does not assign or pledge the
         related Reimbursement Amounts to the Advance Financing Person, then
         after all Reimbursement Amounts attributable to such Series that are
         owed to the predecessor Servicer and the Advance Financing Person,
         which were made prior to any Advances made by the successor Servicer,
         have been reimbursed in full, then the successor Servicer shall be
         entitled to receive all Reimbursement Amounts subsequently collected
         with respect to that Series.





                                       45

<PAGE>

            (6) The parties hereto acknowledge that Oakwood Acceptance
         Corporation, LLC (successor by merger to Oakwood Acceptance
         Corporation) as Servicer, has assigned, conveyed and transferred all of
         its rights to reimbursement, pursuant to Sections 3.04(b), 3.04(c),
         3.07(a)(1) and 4.03(2) hereof, in respect of now existing outstanding
         P&I Advances and, to the extent described in the P&I Advance Facility
         Indenture referred to below, P&I Advances that may be disbursed by the
         Servicer in the future, to Oakwood Advance Receivables Company, L.L.C.
         (the "Advance SPV"). The Advance SPV is the Servicer's Assignee with
         respect to this Advance Facility, and shall be entitled to withdraw P&I
         Advance Reimbursement Amounts from the Certificate Account pursuant to
         this Section 3.04(f) and Section 3.07(a)(1). The Advance SPV shall
         remit P&I Advance Reimbursement Amounts that it withdraws from the
         Certificate Account, subject to Section 3.04(f)(5) above, to JPMorgan
         Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee
         (the "P&I Advance Facility Trustee") under the Indenture (the "P&I
         Advance Facility Indenture"), dated as of September 28, 2001, by and
         among the Advance SPV, as issuer, JPMorgan Chase Bank (formerly known
         as The Chase Manhattan Bank), as trustee, calculating agent and paying
         agent, and Oakwood Acceptance Corporation, LLC (successor by merger to
         Oakwood Acceptance Corporation) as REMIC Servicer. The P&I Advance
         Facility Trustee is the Advance SPV's pledgee with respect to the right
         to be reimbursed for such P&I Advances, and is the "Advance Financing
         Person" for purposes of the other provisions of this Section 3.04(f)
         with respect to the Advance Facility described in this subsection (f).
         The parties hereto further agree that any rights of set-off that the
         Trust may otherwise have against Oakwood Acceptance Corporation, LLC
         (successor by merger to Oakwood Acceptance Corporation) or the Servicer
         hereunder shall not attach to any rights to be reimbursed for P&I
         Advances that have been sold, transferred, conveyed and otherwise
         assigned to the Advance SPV. The parties hereto further covenant and
         agree that this Subsection 3.04(f)(6) may not be amended or otherwise
         modified without the prior written consent of 100% of the holders of
         the notes issued pursuant to the P&I Advance Facility Indenture, unless
         and until such notes shall have been paid in full or the P&I Advance
         Facility Indenture shall have been discharged and terminated.

     (b) Subsection 3.07(a)(1) of the Standard Terms is hereby deleted and
replaced in its entirety with the following:

                  (1) to reimburse itself for any Advances previously made,
         which Advances remain unreimbursed, pursuant to the provisions of
         Section 3.04(c) (including, without limitation, if such Advances have
         been determined by the Servicer to have become Non-Recoverable
         Advances, out of any funds on deposit in the Certificate Account);

     (c) Section 3.11 of the Standard Terms is hereby amended by adding "(a)"
before the first paragraph and adding as a second paragraph the following:

                  (b) Neither OMI nor the Trust shall organize under the law of
         any jurisdiction other than the State under which each is organized as
         of the Closing Date (whether changing its jurisdiction of organization
         or organizing under an additional jurisdiction) without giving 30 days
         prior written notice of such action to its immediate and mediate
         transferee, including the Trustee. Before effecting such change, each
         of OMI or the Trust



                                       46

<PAGE>

         proposing to change its jurisdiction of organization shall prepare and
         file in the appropriate filing office any financing statements or other
         statements necessary to continue the perfection of the interests of its
         immediate and mediate transferees, including the Trustee, in the
         Mortgage Loans. In connection with the transactions contemplated by the
         Pooling and Servicing Agreement, each of OMI and the Trust authorizes
         its immediate or mediate transferee, including the Trustee, to file in
         any filing office any initial financing statements, any amendments to
         financing statements, any continuation statements, or any other
         statements or filings necessary to comply with this Section 3.11(b).

     (d) Subsection 4.03(2) of the Standard Terms is hereby deleted and replaced
in its entirety with the following:

                  (2) without duplication, to reimburse the Servicer or pay to
         the Servicer's Assignee, as appropriate, from any amounts on deposit in
         the Distribution Account for any Advance previously made which has
         become a Non-Recoverable Advance, and to reimburse the Servicer or pay
         to the Servicer's Assignee, as appropriate, for any other Advance
         pursuant to the provisions of Section 3.04(c), to the extent not
         previously withdrawn from the Certificate Account by the Servicer or
         the Servicer's Assignee;

     Section 21. Governing Law.
                 --------------

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

     Section 22. Forms of Certificates.
                 ----------------------

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

     Section 23. Counterparts.
                 -------------

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



                                       47

<PAGE>

     Section 24. Entire Agreement.
                 -----------------

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


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





                                       48

<PAGE>



     IN WITNESS WHEREOF, OMI, the Servicer and the Trustee have caused this
Pooling and Servicing Agreement to be duly executed by their respective officers
thereunto duly authorized and their respective signatures duly attested all as
of the day and year first above written.



                              OAKWOOD MORTGAGE INVESTORS, INC.


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




                              OAKWOOD ACCEPTANCE CORPORATION, LLC


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




                              JPMORGAN CHASE BANK,
                              as Trustee and as Contract of Insurance Holder


                              By:                 /s/ Kevin Crombie
                                  ---------------------------------------------
                                    Name:  Kevin Crombie
                                    Title:    Assistant Vice President





                   [Pooling and Servicing Agreement - 2001-E]


<PAGE>


STATE OF ARIZONA                            )
                                            )  s.
COUNTY OF MARICOPA                          )


     The foregoing instrument was acknowledged before me in the County of
Maricopa this 7th day of December, 2001 by Dennis W. Hazelrigg, President of
Oakwood Mortgage Investors, Inc., a Nevada corporation, on behalf of the
corporation.

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


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


                   [Pooling and Servicing Agreement - 2001-E]



<PAGE>

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


         The foregoing instrument was acknowledged before me in the County of
Guilford this 4th day of December, 2001 by Douglas R. Muir, Vice President of
Oakwood Acceptance Corporation, LLC, a Delaware limited liability company (as
successor to Oakwood Acceptance Corporation, a North Carolina corporation), on
behalf of the company.


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


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




                   [Pooling and Servicing Agreement - 2001-E]


<PAGE>

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


         The foregoing instrument was acknowledged before me in the City of New
York, this 5th day of December, 2001, by Kevin Crombie, Assistant Vice President
of JPMorgan Chase Bank, a New York banking corporation, on behalf of the
corporation.


                                             /s/ Margaret M. Price
                                             ------------------------
                                                   Notary Public


My Commission expires:  April 22, 2003
                       ----------------



                   [Pooling and Servicing Agreement - 2001-E]



<PAGE>

                INDEX TO SCHEDULES AND EXHIBITS

Schedule IA       Initial Contract Schedule
Schedule IB       Initial Mortgage Loan Schedule
Schedule IIA      Subsequent Contract Schedule
Schedule IIB      Subsequent Mortgage Loan Schedule

Schedule III      Class A-IO Scheduled Notional Principal Balance Schedule

Exhibit A-1       Form of Class A-1 Certificate
Exhibit A-2       Form of Class A-2 Certificate
Exhibit A-3       Form of Class A-3 Certificate
Exhibit A-4       Form of Class A-4 Certificate
Exhibit A-IO      Form of Class A-IO Certificate
Exhibit M-1       Form of Class M-1 Certificate
Exhibit M-2       Form of Class M-2 Certificate
Exhibit B-1       Form of Class B-1 Certificate
Exhibit B-2       Form of Class B-2 Certificate
Exhibit  X        Form of Class  X  Certificate
Exhibit  R        Form of Class  R  Certificate
Exhibit PF        Form of Notice and Direction to Trustee under Section 10(b)(1)
Exhibit SC        Form of Servicer Certification Letter



<PAGE>

                                                                     SCHEDULE IA

                            Initial Contract Schedule

                         [On File at Hunton & Williams]




                                 Schedule IA-1


<PAGE>


                                                                     SCHEDULE IB

                         Initial Mortgage Loan Schedule

                         [On File at Hunton & Williams]



                                 Schedule IB-1


<PAGE>

                                  SCHEDULE IIA

                          Subsequent Contract Schedule



                                 Schedule IIA-2


<PAGE>

                                                                    SCHEDULE IIB

                        Subsequent Mortgage Loan Schedule



                                 Schedule IIB-1


<PAGE>

                                                                    SCHEDULE III

           Class A-IO Certificate Notional Principal Balance Schedule
<TABLE>
<CAPTION>
                       Notional                           Notional                             Notional
 Distribution Date      Balance     Distribution Date      Balance     Distribution Date       Balance
 -----------------      -------     -----------------      -------     -----------------       -------
<S>      <C>         <C>                  <C>             <C>               <C>                <C>
December 2001        $57,400,000   August 2004            42,900,000  April 2007               29,200,000
January 2002          57,400,000   September 2004         41,400,000  May 2007                 29,200,000
February 2002         57,400,000   October 2004           41,400,000  June 2007                28,100,000
March 2002            56,200,000   November 2004          41,400,000  July 2007                28,100,000
April 2002            56,200,000   December 2004          40,000,000  August 2007              28,100,000
May 2002              56,200,000   January 2005           40,000,000  September 2007           27,100,000
June 2002             54,900,000   February 2005          40,000,000  October 2007             27,100,000
July 2002             54,900,000   March 2005             38,700,000  November 2007            27,100,000
August 2002           54,900,000   April 2005             38,700,000  December 2007            26,200,000
September 2002        53,500,000   May 2005               38,700,000  January 2008             26,200,000
October 2002          53,500,000   June 2005              37,300,000  February 2008            26,200,000
November 2002         53,500,000   July 2005              37,300,000  March 2008               25,300,000
December 2002         52,100,000   August 2005            37,300,000  April 2008               25,300,000
January 2003          52,100,000   September 2005         36,000,000  May 2008                 25,300,000
February 2003         52,100,000   October 2005           36,000,000  June 2008                24,400,000
March 2003            50,600,000   November 2005          36,000,000  July 2008                24,400,000
April 2003            50,600,000   December 2005          34,800,000  August 2008              24,400,000
May 2003              50,600,000   January 2006           34,800,000  September 2008           23,500,000
June 2003             49,100,000   February 2006          34,800,000  October 2008             23,500,000
July 2003             49,100,000   March 2006             33,600,000  November 2008            23,500,000
August 2003           49,100,000   April 2006             33,600,000  December 2008            22,600,000
September 2003        47,500,000   May 2006               33,600,000  January 2009             22,600,000
October 2003          47,500,000   June 2006              32,400,000  February 2009            22,600,000
November 2003         47,500,000   July 2006              32,400,000  March 2009               21,800,000
December 2003         46,000,000   August 2006            32,400,000  April 2009               21,800,000
January 2004          46,000,000   September 2006         31,300,000  May 2009                 21,800,000
February 2004         46,000,000   October 2006           31,300,000  June 2009                21,000,000
March 2004            44,400,000   November 2006          31,300,000  July 2009                21,000,000
April 2004            44,400,000   December 2006          30,200,000  August 2009              21,000,000
May 2004              44,400,000   January 2007           30,200,000  September 2009           20,300,000
June 2004             42,900,000   February 2007          30,200,000  October 2009             20,300,000
July 2004             42,900,000   March 2007             29,200,000  November 2009            20,300,000
</TABLE>



                                 Schedule III-1


<PAGE>

                                                                      EXHIBIT PF

         Form of Notice and Direction to Trustee under Section 10(b)(i)

                                  ___________
                                      date

JPMorgan Chase Bank,
as Trustee
450 West 33rd Street
New York, New York  10006

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

Ladies and Gentlemen:

         Pursuant to Section 10(b)(i) of the Pooling and Servicing Agreement,
dated as of November 1, 2001, by and among Oakwood Mortgage Investors, Inc., a
Nevada corporation ("OMI"), Oakwood Acceptance Corporation, LLC, a Delaware
limited liability company (as successor to Oakwood Acceptance Corporation, a
North Carolina corporation), and JPMorgan Chase Bank, as Trustee (the
"Trustee"), the undersigned hereby notify and direct you, as Trustee, that on
___________, 2002 (the "Subsequent Transfer Date") OMI will transfer to the
Trustee on behalf of the Trust the additional assets identified on Schedule A
attached hereto (the "Subsequent Assets") with a principal balance as of the
Subsequent Transfer Date of $______________ (the "Subsequent Asset Balance"). In
consideration for the delivery by OMI to the Trust of the Subsequent Assets, the
undersigned hereby direct you to withdraw an amount from the Pre-Funding Account
equal to the Subsequent Asset Balance on the Subsequent Asset Transfer Date and
pay such amount to or upon the order of OMI with respect to this transfer and
assignment. Capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Pooling and Servicing Agreement.



                                OAKWOOD MORTGAGE INVESTORS, INC.


                                By: __________________________________
                                    Name:
                                    Title:





                                  Exhibit PF-1


<PAGE>

                                                                      Exhibit SC


                      Form of Servicer Certification Letter

                                  ____________
                                      date

JPMorgan Chase Bank,
as Trustee
450 West 33rd Street
New York, New York  10006

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

Ladies and Gentlemen:

         For the year ending on December 31, 20__ and in accordance with Section
17(a)(ii) of the Pooling and Servicing Agreement, dated as of November 1, 2001,
by and among Oakwood Mortgage Investors, Inc., a Nevada corporation ("OMI"),
Oakwood Acceptance Corporation, LLC, a Delaware limited liability company (as
successor to Oakwood Acceptance Corporation, a North Carolina corporation), and
JPMorgan Chase Bank, as Trustee (the "Trustee"), we hereby certify the following
matters concerning the following matters for the Oakwood Mortgage Investors,
Inc., Senior/Subordinated Pass-Through Certificates, Series 2001-E, that we
service for JPMorgan Chase Bank:

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

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

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

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

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


                                  Exhibit SC-1


<PAGE>

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

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


                             OAKWOOD ACCEPTANCE CORPORATION, LLC



                             By: _________________________________
                                 Name:
                                 Title:






                                  Exhibit SC-2