8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 31, 2004

OAKWOOD HOMES CORPORATION

(Exact name of registrant as specified in charter)

North Carolina	1-7444	56-0985879
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	file number)	Identification Number)

7800 McCloud Road, Greensboro, North Carolina	27409-9634
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (336) 664-2400

Item 3. Bankruptcy or Receivership.

On November 15, 2002, Oakwood Homes Corporation (the “Company”) and 14 of its subsidiaries (collectively, the “Operating Debtors”) filed voluntary petitions for reorganization under Chapter 11 of the federal bankruptcy laws (the “Bankruptcy Code” or “Chapter 11”) in the United States Bankruptcy Court in Wilmington, Delaware (the “Bankruptcy Court”). On March 5, 2004, 5 additional subsidiaries of the Company filed voluntary petitions for reorganization under Chapter 11 in the Bankruptcy Court (the “SPE Debtors,” and collectively with the Operating Debtors, the “Debtors”). The reorganization is being jointly administered under the caption “In re Oakwood Homes Corporation, et al” under case number 02-13396. The Debtors have been operating their business as debtors-in-possession pursuant to the Bankruptcy Code. As debtors-in-possession, the Debtors are authorized to continue to operate as an ongoing business, but may not engage in transactions outside the ordinary course of business without the approval of the Bankruptcy Court, after notice and an opportunity for a hearing.

On February 18, 2003, the Operating Debtors filed with the Bankruptcy Court the Joint Consolidated Plan of Reorganization of Oakwood Homes Corporation and Its Affiliated Debtors and Debtors-In-Possession (the “Original Plan”) and related Proposed Disclosure Statement (the “Original Disclosure Statement”). The Original Plan and the Original Disclosure Statement were filed with the Commission on March 4, 2003 as exhibits 99.2 and 99.3 to the Company’s Current Report on Form 8-K.

The Original Plan and Original Disclosure Statement were amended several times during the Operating Debtors’ bankruptcy proceedings. On June 19, 2003, the Operating Debtors filed with the Bankruptcy Court the First Amended Joint Consolidated Plan of Reorganization of Oakwood Homes Corporation and Its Affiliated Debtors and Debtors-In-Possession (the “First Amended Plan”) and related Proposed Disclosure Statement to the First Amended Plan (the “First Amended Disclosure Statement”). The First Amended Plan and the First Amended Disclosure Statement were filed with the Commission on June 26, 2003 as exhibits 99.1 and 99.2 to the Company’s Current Report on
Form 8-K.

On September 9, 2003, the Operating Debtors filed with the Bankruptcy Court the revised First Amended Joint Consolidated Plan of Reorganization of Oakwood Homes Corporation and Its Affiliated Debtors and Debtors-In-Possession (the “Revised First Amended Plan”) and related revised Proposed Disclosure Statement to the First Amended Plan (the “Revised First Amended Disclosure Statement”). The Revised First Amended Plan and Revised First Amended Disclosure Statement were filed with the Commission on September 12, 2003 as exhibits 99.1 and 99.2 to the Company’s Current Report on Form 8-K. On October 3, 2003 the Bankruptcy Court approved the Revised First Amended Disclosure Statement and authorized the Company to solicit a vote of its creditors to approve the Revised First Amended Plan.

On February 6, 2004, the Operating Debtors filed with the Bankruptcy Court the Second Amended Joint Consolidated Plan of Reorganization of Oakwood Homes Corporation and Its Affiliated Debtors and Debtors-In-Possession (the “Final Plan” or the “Plan”) and related revised Proposed Supplemental Disclosure Statement (the “Final Disclosure Statement”). The Final Plan and Final Disclosure Statement were filed with the Commission on February 17, 2003 as exhibit 99.1 to the Company’s Current Report on Form 8-K. On March 10, 2004, the Bankruptcy Court ordered the SPE Debtors’ Chapter 11 Cases to be jointly administered with the Operating Debtors. On March 16,

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2004, the Bankruptcy Court conditionally approved the Final Disclosure Statement as to certain of the SPE Debtors. On March 31, 2004, the Bankruptcy Court entered an order confirming the Final Plan (the “Confirmation Order”) with certain modifications made to settle objections to the Final Plan with respect to the Company and 16 of the Debtor subsidiaries. The Confirmation Order is attached hereto as Exhibit 2.1 and reflects additional non-material amendments to the Final Plan. The Final Plan, as modified or amended by the Confirmation Order, is attached hereto as exhibit 2.2.

Summary of Terms of the Final Plan

The following summary of certain material terms of the Final Plan is subject to, and qualified in its entirety by reference to, the detailed provisions of the Plan. This summary only highlights certain of the substantive provisions of the Plan and is not intended to be a complete description of, or a substitute for a full and complete reading of, the Plan. Capitalized terms used but not defined in this Form 8-K have the meanings set forth in the Plan.

The Final Plan provides for a Sale Option and a Stand Alone Option. The Sale Option would, among other things, provide for the sale of substantially all of the Debtors’ non-cash assets to Clayton Homes, Inc. (“Buyer”) pursuant to an Asset Purchase Agreement dated as of November 24, 2003 (the “Purchase Agreement”) for approximately $372,500,000 in cash, subject to certain adjustments. Under the Sale Option, the proceeds of the sale and liquidation of substantially all of the remaining assets of the Debtors will fund distributions to be made under the Plan. The Stand Alone Option provides for a recapitalization of the Debtors through the restructure, compromise and discharge of the Debtors’ existing creditor Claims and stockholder Interests in a manner intended to enable the Debtors to emerge from their Chapter 11 Cases as an integrated viable business. The Debtors presently intend to effect the transaction contemplated by the Sale Option on or about April 13, 2004, but in the event that the Purchase Agreement is terminated, the Debtors intend to effect the Stand Alone Option as soon as reasonably possible thereafter.

The Final Plan contains provisions governing, among other things:

I. Treatment of Claims and Interests.

• Unclassified Claims. Certain Claims are deemed Unclassified Claims under the Plan. Terms of payment to Holders of such Claims are as follows:

• Administrative Claims. Subject to certain exception described in Section 3.1 of the Plan, unless the Holder of an Administrative Claim agrees to receive less favorable treatment, each Holder will be paid 100% of the unpaid allowed amount of the Claim in Cash.

• Priority Tax Claims. Unless the Holder of a Priority Tax Claim agrees to receive less favorable treatment, each Holder will be paid 100% of the unpaid amount of the Claim in Cash. Under the Stand Alone Option, the Reorganized Stand Alone Debtors may opt to make distributions for such Claims (including interest) over an installment period of up to six years, subject to a pre-payment right at any time without premium or penalty.

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• Fee Claims. Unless the Holder of a Fee Claim agrees to receive less favorable treatment, each Holder will receive 100% of the unpaid allowed amount of the Claim in Cash.

• OFC and OIC Tax Claims. Any OFC and OIC Tax Claims will be valid and fully enforceable against any Reorganized Sale Debtor after the Effective Date.

• Classified Claims and Interests. Certain creditors’ Claims and stockholders’ Interests are deemed Classified Claims under the Plan. The following table sets forth the classification, status and voting rights of such Claims and Interests. The descriptions in this table are only summaries and do not include all terms and conditions of the Plan. You should consult Article IV of the Final Plan and Exhibit C to the Final Disclosure Schedule for a full description of the respective Classes and corresponding treatments under the Plan, especially as such treatments differ under the Sale Option as compared to the Stand Alone Option in many respects.

CLASS	CLAIM OR INTEREST	STATUS	VOTING RIGHTS
Class 1	Priority Non-Tax Claims	Unimpaired	Not entitled to vote; deemed to accept
Class 2A	Secured Tax Claims	Unimpaired	Not entitled to vote; deemed to accept
Class 2B	1997 Bonds Secured Claim	Unimpaired	Not entitled to vote; deemed to accept
Class 2C	1998 Bonds Secured Claim	Unimpaired	Not entitled to vote; deemed to accept
Class 2D	Auto Secured Claim	Unimpaired	Not entitled to vote; deemed to accept
Class 2E	Carolina Secured Claim	Unimpaired	Not entitled to vote; deemed to accept
Class 2F	First American Secured Claim	Unimpaired	Not entitled to vote; deemed to accept
Class 2G	Foothill Secured Claim	Unimpaired	Not entitled to vote; deemed to accept
Class 2J	Thomas Secured Claim	Unimpaired	Not entitled to vote; deemed to accept
Class 2K	U.S. Bank Secured Claim	Unimpaired	Not entitled to vote; deemed to accept
Class 2L	Other Secured and Setoff Claims	Unimpaired	Not entitled to vote; deemed to accept
Class 3	Convenience Claims	Impaired	Entitled to vote
Class 4A	Senior Note Claims	Impaired	Entitled to vote
Class 4B	Junior Note Claims	Impaired	Entitled to vote
Class 4C	REMIC Guarantee Claims	Impaired	Entitled to vote
Class 4D	Litigation Claims	Impaired	Entitled to vote
Class 4E	Other Unsecured Claims	Impaired	Entitled to vote
Class 6A	Non-Debtor-Held Interests	Impaired	Entitled to vote

II. Consummation and Implementation of the Final Plan.

• Under both the Sale Option and the Stand Alone Option, the Final Plan may not be consummated unless a number of conditions are satisfied or waived by the Debtors, the Creditors’ Committee, the Buyer and Berkshire. Such conditions to consummation are outlined in Section 5.2(a) and (b) of the Plan.

• The means of execution and implementation of the Final Plan under both the Sale Option and the Stand Alone Option are outlined in Article VI of the Final Plan. The Sale Option will be implemented unless the Purchase Agreement is terminated. The Debtors may not terminate the Purchase Agreement and consummate the Stand Alone Option without the consent of the Creditors’ Committee. If the Purchase Agreement is terminated, the Plan will be implemented according to the Stand Alone Option.

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• The specific means of execution and implementation of the Plan under the Sale Option are outlined in Section 6.1(a)-(g) of the Plan. Among other things, under the Sale Option:

• the Plan provides that all shares of Old Common Stock will remain outstanding on the Effective Date, although all such shares of Old Common Stock will no longer be transferable;

• it is anticipated that the Debtors will be merged, liquidated or dissolved in accordance with state law on or around the Effective Date;

• at least three entities wholly-owned by the Debtors (Oakwood Financial Corporation, Oakwood Investment Corporation and Oakwood Servicing Holdings Co., LLC. (and potentially other similar entities)) may become debtors and file motions and plans of reorganization to facilitate certain transfers; and

• as of the Effective Date, an independent and disinterested designee appointed by the Bankruptcy Court will be empowered to take all necessary and appropriate corporate actions without further meetings or voting by shareholders, members or partners of the Debtors or holders of any other ownership interest in the Debtors.

• The specific means of execution and implementation of the Plan under the Stand Alone Option are outlined in Section 6.2(a)-(k) of the Plan. Among other things, under the Stand Alone Plan:

• ten million shares of New Common Stock will be issued to Holders of Allowed Claims in Classes 4A, 4B, 4C, 4D and 4E on a pro rata basis;

• the Old Common Stock will be cancelled and Holders of the Old Common Stock will be issued New Warrants to purchase approximately 9% of Reorganized Stand Alone Oakwood, exerciseable upon the fulfillment of certain conditions resulting in a 100% recovery to the Holders of Allowed Claims in Classes 4A, 4B, 4C, 4D and 4E;

• officers of the Debtors will remain as officers of the Reorganized Stand Alone Debtors; and

• new boards of directors will be designated pursuant to the Plan.

• In connection with the implementation of the Plan, a Liquidation Trust will be established for a term of five years from the Effective Date to facilitate the wind-up of the affairs of the Debtors. The Liquidation Trustee will be the exclusive trustee of the assets of the Liquidation Trust. The powers, rights, and responsibilities of the Liquidation Trustee and the terms of the Liquidation Trust under both the Stand Alone Option and the Sale Option are specified in the Liquidation Trust Agreement.

III. Effects of Plan Confirmation.

• As of the Effective Date, the Debtors and all successors in interest will be discharged from, and any liability extinguished, in connection with the commencement or

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	continuation of any action, act to collect or attempt to recover against any Claim or Interest.
•	Any Cause of Action that a Debtor has against third parties arising before the Effective Date, whether known or unknown, survives the confirmation of the Plan.
•	Outstanding notes and other instruments evidencing Claims against the Debtors and all obligations of the Debtors with respect to such Claims will be cancelled and any rights thereunder terminated. As of the Effective Date, such notes and other instruments represent only the right to participate in the distributions, if any, contemplated by the Plan to the extent that such Claim is an Allowed Claim under the Plan.
•	All unreleased and undischarged Future Claims will be the responsibility and liability of the Reorganized Sale Debtors (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) and will not be the responsibility or liability of the Liquidation Trust or the Buyer.
•	Subject to certain exceptions outlined in Section 7.5 of the Final Plan and in the Confirmation Order, each Debtor will be deemed to have waived and released the other Debtors, the Creditors’ Committee, Berkshire and the Buyer (as well as officers, directors, members and certain other related parties) from all Causes of Action of the Debtors arising on or before the Effective Date.
•	Confirmation of the Plan will have the effect of permanently enjoining all persons who may have claims against or interests in the Debtors or the Liquidation Trust from taking certain actions to enforce their rights. The effect of such an injunction is discussed in detail in Section 7.8 of the Plan and in the Confirmation Order.

IV. Treatment of Disputed Claims and Interests and Distributions Under the Plan.

• On the Initial Distribution Date (or such other distribution date), the Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) will establish separate Disputed Claims Reserves to record and account for distributions of Cash to each of the relevant Classes (or group of Classes).

• Under the Stand Alone Option, on the Effective Date, a Stand Alone Voting Trust will also be established to hold any New Common Stock or New Warrants in reserve for Disputed Claims or Interests for each of the relevant Classes (or group of Classes).

• The Liquidation Trust and/or the Stand Alone Voting Trust will reserve the Ratable proportion of all Cash, New Common Stock, New Warrants or other property allocated for distribution on account of any Disputed Claim. All Cash (or other property) or New Common Stock or New Warrants allocable to the relevant Class (or group of Classes) will be distributed by the Liquidation Trust to the relevant Disputed Claims Reserve on the Initial Distribution Date (or such other distribution date).

• A discussion of tax matters, methods of distribution, transfers of claims, de minimis distributions and certain other matters are outlined in Section 8.3 – 8.13 of the Plan.

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V. Executory Contracts and Unexpired Leases.

• Assumption or Rejection of Executory Contracts and Unexpired Leases.

• Under the Sale Option, all executory contracts and unexpired leases of the Debtors will be rejected, except for the following which will be deemed assumed and assigned or assigned to the Buyer:

• executory contracts and unexpired leases of the Debtors listed in the Purchase Agreement;

• executory contracts or unexpired leases assumed prior to entry of the Confirmation Order;

• contracts or leases listed on the Executory Contract Schedule filed by the Debtors; and

• Servicing Agreements.

• Under the Stand Alone Option, all executory contracts and unexpired leases of the Debtors will be deemed assumed, except for the following which will be deemed rejected:

• executory contracts or unexpired leases rejected prior to entry of the Confirmation Order;

• contracts or leases listed on the Executory Contract Schedule filed by the Debtors; and

• Servicing Agreements.

• Procedures for Determining Cure Amounts. Unless otherwise noted in the Executory Contract Schedule or the Purchase Agreement, the cure amount for any executory contracts or unexpired leases will be $0.00. The procedures for resolving any disputes related to cure amounts is discussed in Section 9.3 of the Final Plan.

VI. Disputed, Contingent and Unliquidated Claims and Interests.

• The Claims/Interests Objection Deadline will be six months after the Effective Date, subject to extension by the Bankruptcy Court.

• The Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) have the exclusive responsibility for reviewing and objecting to the allowance of any Claim or Interest and may file any objection up to the Claims/Interests Objection Deadline.

• Following the Effective Date, the Liquidation Trust or the Reorganized Stand Alone Debtors may compromise and settle any Disputed Claims or Interests provided that the Bankruptcy Court approve any compromise or settlement exceeding $25,000.00.

• The Liquidation Trust or the Reorganized Stand Alone Debtors may request that the Bankruptcy Court enter an Estimation Order fixing the value of any Disputed Claim or

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Interest. An Estimation Order may serve to limit the distribution made for a Disputed Claim or Interest, regardless of the amount finally allowed on account of such Claim or Interest.

Issuance of Common Stock

The Company currently has 9,536,610 shares of common stock issued and outstanding. Under the Sale Option, the Company would not issue any additional shares of its capital stock. Instead, all currently outstanding shares of common stock will remain outstanding although all such shares of common stock will no longer be transferable following the consummation of the Plan.

Under the Stand Alone Option, 20,000,000 shares of New Common Stock of the reorganized Company will be authorized under the reorganized Company’s amended and restated certificate of incorporation. In accordance with the Final Plan, 10,000,000 shares of New Common Stock and New Warrants to purchase 1,000,000 shares of New Common Stock would be issued and outstanding on or immediately after the Effective Date under the Stand Alone Option. The shares of New Common Stock would be issued to Holders of Allowed Claims in Classes 4A, 4B, 4C, 4D and 4E on a pro rata basis. Holders of the Old Common Stock will be issued the New Warrants, exerciseable upon the fulfillment of certain conditions resulting in a 100% recovery to the Holders of Allowed Claims in Classes 4A, 4B, 4C, 4D and 4E.

Information Regarding Assets and Liabilities

An unaudited consolidated balance sheet for the Company and its subsidiaries as of December 31, 2003 was filed with the Commission on February 17, 2004 with the Company’s Quarterly Report on Form 10-Q.

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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     (a)  Financial Statements. Not applicable.

     (b)  Pro Forma Financial Information. Not applicable.

     (c)  Exhibits. The following exhibit is filed herewith:

2.1	Findings of Fact and Conclusions of Law Relating to, and Order under 11 U.S.C. §1129(a) and (b) Confirming, Second Amended Joint Consolidated Plan of Reorganization of Oakwood Homes Corporation and its Affiliated Debtors and Debtors-in-Possession, dated March 31, 2004.
2.2	Second Amended Joint Consolidated Plan of Reorganization of Oakwood Homes Corporation and its Affiliated Debtors and Debtors-in-Possession, dated February 6, 2004, as modified by the Findings of Fact and Conclusions of Law Relating to, and Order under 11 U.S.C. §1129(a) and (b) Confirming, such Plan.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OAKWOOD HOMES CORPORATION
Date: April 7, 2004	By:	/s/ Douglas R. Muir
		Name: Douglas R. Muir
		Title: Executive Vice President and Chief Financial Officer

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SECURITIES AND EXCHANGE COMMISSION
Washington, DC

EXHIBITS

CURRENT REPORT
ON
FORM 8-K

Date of Event Reported:	Commission File No:
March 31, 2004	1-7444

OAKWOOD HOMES CORPORATION

EXHIBIT INDEX

Exhibit No.	Exhibit Description
2.1	Findings of Fact and Conclusions of Law Relating to, and Order under 11 U.S.C. §1129(a) and (b) Confirming, Second Amended Joint Consolidated Plan of Reorganization of Oakwood Homes Corporation and its Affiliated Debtors and Debtors-in-Possession, dated March 31, 2004
2.2	Second Amended Joint Consolidated Plan of Reorganization of Oakwood Homes Corporation and its Affiliated Debtors and Debtors-in-Possession, dated February 6, 2004, as modified by the Findings of Fact and Conclusions of Law Relating to, and Order under 11 U.S.C. §1129(a) and (b) Confirming, such Plan.

11 EX-2.1 3 g88345exv2w1.txt EX-2.1 EXHIBIT 2.1 RECITALS WHEREAS, Oakwood Homes Corporation, et al., debtors and debtors-in-possession in the above-captioned Chapter 11 cases (the "Debtors"), filed with this Court the Supplemental Disclosure Statement For Second Amended Joint Consolidated Plan Of Reorganization Of Oakwood Homes Corporation And Its Affiliated Debtors And Debtors In Possession, dated February 6, 2004 (D.I. 3504) (the "Disclosure Statement") pursuant to section 1125 of title 11 of the United States Code (the "Bankruptcy Code") with respect to the Second Amended Joint Consolidated Plan Of Reorganization Of Oakwood Homes Corporation And Its Affiliated Debtors And Debtors In Possession, dated February 6, 2004 (D.I. 3503) (the "Plan"), attached hereto as Exhibit A;(2) and WHEREAS, the Plan contemplates, among other things, authorization and approval for the Debtors to consummate the transactions provided for in that certain Asset Purchase Agreement, dated as of November 24, 2003, as amended (as may be from time to time further amended, the "Purchase Agreement"), by and among the Debtors, certain non-Debtor affiliates of the Debtors, and the Buyer (specifically as defined in the Plan), a copy of which was filed as Exhibit D to the Disclosure Statement and is attached hereto as Exhibit B; and WHEREAS, by an Order dated February 6, 2004 (the "Disclosure and Solicitation Order") this Court, among other things, approved the Disclosure Statement in all respects as to the Operating Debtors (as defined below), set a date for the hearing to consider confirmation of the Plan, and established certain procedures for soliciting and tabulating votes with respect to the Plan; and - ------------------------ (2) Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Plan. WHEREAS, on March 16, 2004, this Court conditionally approved the Disclosure Statement and deemed the Disclosure and Solicitation Order to apply to the Small Business Debtors (as defined below), with the current solicitation packages being sufficient to solicit acceptances of the Plan as it applied to the Small Business Debtors; and WHEREAS, the Debtors filed the affidavits of service (D.I. 3694) (the "Plan Mailing Affidavits"), showing that, in accordance with the applicable Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and the Disclosure and Solicitation Order, the notice of confirmation hearing, the Disclosure Statement (and the Plan attached thereto), the Disclosure and Solicitation Order and, to the extent required in the Disclosure and Solicitation Order, an appropriate Ballot, were mailed and transmitted by United States mail first class postage prepaid by February 17, 2004 to, as set forth in the exhibits to the Plan Mailing Affidavits, (i) the Creditors' Committee and the United States Trustee (excluding ballots); (ii) claimants holding Claims in unimpaired classes: Class 1 (Priority Non-Tax Claims) (excluding Ballots); (iii) claimants holding Claims designated as impaired and entitled to vote pursuant to the Plan: Classes 2A through 2L, (Secured Claims), Class 3 (Convenience Claims), Classes 4A through 4E (Unsecured Claims), and Class 6A (Non-Debtor-Held Interests); and (iv) entities that requested notices under Bankruptcy Rule 2002 (excluding ballots); and WHEREAS, on March 19, 2004 the Debtors filed (i) the affidavit of Cheryl Rothlein of USA Today sworn to on February 20, 2004 (D.I. 3848) and (ii) the affidavit Mike Henley of The Wall Street Journal sworn to on March 3, 2004 (D.I. 3849) (collectively, the "Publication Affidavits") setting forth the time and manner of the publication of the notices approved by this Court in the Disclosure and Solicitation Order for publication in The Wall 2 Street Journal (national edition) and USA Today (national edition), and showing that such notices were published in accordance with the Disclosure and Solicitation Order; and WHEREAS, the Debtors filed the affidavit of Cassandra Murray of BSI (D.I. 3877), sworn to on March 22, 2004, attesting to the results of voting on the Plan (the "Voting Results Report"); and WHEREAS, the Debtors filed the declaration of Myles E. Standish, the President and Chief Executive Officer of Oakwood Homes Corporation, dated March 25, 2004 (D.I. 3908) (the "Standish Declaration"), attesting to certain matters in connection with confirmation of the Plan; and WHEREAS, the Debtors filed the declaration of George Nelson of Deloitte & Touche LLP (D.I. 3903), dated March 25, 2004, attesting to the tax implications of the ownership of the Reorganized Sale Debtor under the Sale Option of the Plan (the "Nelson Declaration"); and WHEREAS, on March 5, 2004, pursuant to the Plan, the Debtors filed and served the Notice of Filing of Plan Supplement (D.I. 3713), which included the Plan Supplement and indicated that the Debtors served the Notice of Filing of Plan Supplement on, inter alia, (i) the United States Trustee, (ii) counsel for the Creditors' Committee and (iii) those entities that have formally requested receipt of pleadings in these cases pursuant to Bankruptcy Rule 2002; and WHEREAS, annexed hereto as Exhibit C is a schedule listing certain executory contracts and unexpired leases to be rejected, assumed, or assumed and assigned, relating to the Reorganized Sale Debtors and the Reorganized Stand Alone Debtors, pursuant to the Plan as originally filed and served with the Plan Supplement and amended and modified as of the Confirmation Date (the "Executory Contract Schedule"); the executory contracts and unexpired 3 leases assumed and assigned to the Buyer are governed by and set forth in the Purchase Agreement; and WHEREAS, the United States Trustee has not objected to confirmation; and WHEREAS, twenty parties formally filed objections to confirmation (the "Objecting Parties"); and WHEREAS, each of the Objecting Parties has elected to withdraw its objection to confirmation or such objection has been resolved or settled; and WHEREAS, as described at the Confirmation Hearing (as defined herein) and in the Revised Memorandum of Oakwood Homes Corporation and Its Affiliated Debtors and Debtors-In-Possession in Support of Confirmation of the Second Amended Joint Consolidated Plan of Reorganization, dated February 6, 2004 (D.I. 3885)(the "Memorandum"), to resolve the objections interposed to the Plan, the Debtors have (i) agreed to modify the treatment provided for Secured Claims, rendering them unimpaired, and (ii) resolved certain matters with respect to the Claims or the purported Claims asserted by the Objecting Parties, as set forth in this Order; and WHEREAS, pursuant to section 1128(a) of the Bankruptcy Code, this Court held a hearing commencing on March 24, 2004 and continuing thereafter on March 26, 2004 (both hearings together, the "Confirmation Hearing"), to consider confirmation of the Plan, including the settlements embodied therein; and NOW, THEREFORE, based upon this Court's review of the affidavits and reports previously filed with this Court; and upon all of the evidence proffered and adduced at, memoranda and objections filed in connection with, and arguments of counsel made at the Confirmation Hearing to consider, inter alia, confirmation of the Plan and issues pertaining to 4 settlement of various issues regarding the Plan; and notice appearing to be sufficient and in accordance with all applicable rules and law; and after due deliberation; and upon the entire record of these Chapter 11 Cases; FINDINGS OF FACTS AND CONCLUSIONS OF LAW(3) I. IT IS HEREBY FOUND AND DETERMINED THAT 1. Core Proceeding (28 U.S.C. Section 157(B)(2)). This is a core proceeding under 28 U.S.C. Section 157(b)(2). 2. Adequacy of the Disclosure Statement and Solicitation of Votes as to the Small Business Debtors. (a) The Disclosure Statement contains adequate information regarding the Small Business Debtors within the meaning of section 1125 of the Bankruptcy Code. (b) The period during which the Debtors solicited votes to accept or reject the Plan for the Small Business Debtors, as established by the Disclosure and Solicitation Order, provided sufficient time for: (1) Holders of Claims and Interests to make informed decisions to accept or reject the Plan and submit timely ballots; and (2) brokers, banks, dealers or other agents or nominees for beneficial owners of Claims or Interests to distribute ballots and complete and submit timely master ballots. (c) The procedures for the solicitation and tabulation of votes to accept or reject the Plan for the Small Business Debtors provided a fair and equitable voting process and are consistent with section 1126 of the Bankruptcy Code. - ------------------------ (3) Findings of fact shall be construed as conclusions of law and conclusions of law shall be construed as findings of fact where appropriate. 5 (d) The contents of the Solicitation Packages (as defined in the Disclosure and Solicitation Order) and the procedures for providing notice of the Confirmation Hearing and the other matters set forth in the Confirmation Hearing Notice complied with Bankruptcy Rules 2002 and 3017 and constitute adequate information and sufficient notice to all interested parties in accordance with the Bankruptcy Code, the Bankruptcy Rules and the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local Rules"). 3. Transmittal and Mailing of Materials; Notice. The Solicitation Packages were transmitted and served in compliance with the Disclosure and Solicitation Order and the Bankruptcy Rules, and such transmittal and service was adequate and sufficient. Adequate and sufficient notice of the Confirmation Hearing and other bar dates and hearings described in the Disclosure and Solicitation Order was given in compliance with the Bankruptcy Rules and the Disclosure and Solicitation Order, and no further notice was required. The solicitation of votes was made in good faith and in compliance with the applicable provisions of the Bankruptcy Code and Bankruptcy Rules and all other rules, laws and regulations. 4. Plan Compliance with Bankruptcy Code (11 U.S.C. Section 1129(a)(1)). Article IV of the Plan adequately and properly identifies and classifies all Claims and Interests. The Plan complies with the applicable provisions of the Bankruptcy Code, thereby satisfying section 1129(a)(1) of the Bankruptcy Code and, as required by Bankruptcy Rule 3016(a), is dated and specifically identifies the Debtors as the proponents of the Plan. (a) Proper Classification (11 U.S.C. Sections 1122, 1123(a)(1)). Article IV of the Plan adequately and properly identifies and classifies all Claims and Interests. The Plan designates seventeen (17) Classes of Claims and one (1) Class of Interests. The Claims or 6 Interests placed in each Class are substantially similar to other Claims or Interests, as the case may be, in each such Class, and such classification satisfies section 1122 of the Bankruptcy Code. Valid business and legal reasons exist for the various Classes of Claims and Interests created under the Plan, and such Classes do not unfairly discriminate between holders of Claims or Interests. Thus, the Plan satisfies section 1123(a)(1) of the Bankruptcy Code. (b) Specified Treatment of Unimpaired Class (11 U.S.C. Section 1123(a)(2)). The Plan specifies in Article IV that Class 1 is not impaired under the Plan, thereby satisfying section 1123(a)(2) of the Bankruptcy Code. The Plan, as amended to obviate certain objections raised by the Objecting Parties, also now specifies that Classes 2A through 2L are not impaired under the Plan, thereby satisfying selection 1123(a)(2) with respect to those Classes. (c) Specified Treatment of Impaired Classes (11 U.S.C. Section 1123(a)(3)). The Plan specifies the Classes of Claims and Interests that are impaired and the treatment of the impaired Classes (Classes 3, 4A through 4E, and 6A) in Article IV of the Plan, thereby satisfying section 1123(a)(3) of the Bankruptcy Code. (d) No Discrimination (11 U.S.C. Section 1123(a)(4)). Except as described herein, Article IV of the Plan provides for the same treatment for each Claim or Interest in each respective Class unless the holder of a particular Class or Interest has agreed to a less favorable treatment of such Claim or Interest, thereby satisfying section 1123(a)(4) of the Bankruptcy Code. (e) Implementation of the Plan (11 U.S.C. Section 1123(a)(5)). Article VI of the Plan provides adequate and proper means for implementation of the Plan, thereby satisfying section 1123(a)(5) of the Bankruptcy Code. 7 (f) Nonvoting Equity Securities (11 U.S.C. 1123(a)(6)). Under the Sale Option of the Plan, the articles of incorporation for the Reorganized Sale Debtors shall prohibit the issuance of nonvoting equity securities, thereby satisfying section 1123(a)(6) of the Bankruptcy Code. Pursuant to Section 6.2(b) of the Plan, under the Stand Alone Option of the Plan, the Amended Bylaws and Amended Certificates of Incorporation of the Debtors prohibit the issuance of nonvoting equity securities, thereby satisfying section 1123(a)(6) of the Bankruptcy Code. (g) Selection of Officers, Directors and Initial Trustees (11 U.S. C. Section 1123(a)(7)). The provisions of the Plan, Liquidation Trust Agreement, Amended Bylaws, Amended Certificates of Incorporation and Stand Alone Voting Trust Agreement regarding the manner of selection of officers and directors of the Reorganized Sale Debtors and the Reorganized Stand Alone Debtors, as well as the selection of the Liquidation Trustee, the members of the Liquidation Trust Advisory Committee and the Stand Alone Voting Trustees, are consistent with the interests of creditors and equity security holders and with public policy, thereby satisfying section 1123(a)(7) of the Bankruptcy Code. 5. Compliance with the Bankruptcy Code (11 U.S.C. Section 1129(a)(2)). The Debtors have complied with the applicable provisions of the Bankruptcy Code, thereby satisfying section 1129(a)(2) of the Bankruptcy Code. (a) Each of the Debtors is a proper debtor under section 109 of the Bankruptcy Code. (b) On November 15, 2002, Oakwood Homes Corporation ("Oakwood"), New Dimension Homes, Inc., Dream Street Company, LLC, Oakwood Shared Services, LLC, HBOS Manufacturing, LP, Oakwood MHD4, LLC, Oakwood Acceptance 8 Corporation, LLC, Oakwood Mobile Homes, Inc., Suburban Home Sales, Inc., FSI Financial Services, Inc., Home Service Contract, Inc., Tri-State Insurance Agency, Inc., Golden West Leasing, LLC, Crest Capital, LLC, and Preferred Housing Services, LP (collectively, the "Operating Debtors") each filed a voluntary Chapter 11 petition pursuant to section 301 of the Bankruptcy Code. The Chapter 11 Cases of the Operating Debtors were consolidated for administrative purposes only by Order dated November 19, 2002 (D.I. 44). (c) On March 5, 2004, Oakwood Financial Corporation, Oakwood Investment Corporation and Oakwood Servicing Holdings Co., LLC, (the "Small Business Debtors" and, collectively with the Operating Debtors, the "Debtors") each filed a voluntary Chapter 11 petition pursuant to section 301 of the Bankruptcy Code. The Chapter 11 Cases of the Small Business Debtors were consolidated for administrative purposes only with the Chapter 11 Cases of the Operating Debtors by Order dated March 10, 2004 (D.I. 3759). (d) This Court has jurisdiction over the Debtors' Chapter 11 Cases pursuant to 28 U.S.C. Section 1334. (e) Venue of these cases is proper in this district pursuant to 28 U.S.C. Section 1408. (f) The Debtors are the proper proponents of the Plan pursuant to section 1121(a) of the Bankruptcy Code. (g) The Debtors, as proponents of the Plan, complied with all applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and the Disclosure and Solicitation Order by transmitting the Plan, the Disclosure Statement, the Ballots and related documents and notices to all necessary and appropriate Persons and parties-in-interest and by soliciting and tabulating votes on the Plan. Notwithstanding any adverse 9 financial and other developments occurring subsequent to the mailing of the Disclosure Statement, no resolicitation of votes is required because the Disclosure Statement stated that it was accurate only as of the dates of its preparation, and (i) warned of the risks of adverse changes in the Debtors' prospects and (ii) stated that management did not intend to revise the Disclosure Statement projections or advise its readers of any subsequent changes or events. 6. Plan Proposed in Good Faith (11 U.S.C. Section 1129(a)(3)). The Debtors have proposed the Plan in good faith and not by any means forbidden by law, thereby satisfying section 1129(a)(3) of the Bankruptcy Code. 7. Payments for Services or Costs and Expenses (11 U.S.C. Section 1129(a)(4)). Any payment made or to be made pursuant to the Plan by the Debtors, the Buyer or any other entity receiving property under the Plan for services or for costs and expenses in or in connection with these Chapter 11 Cases, or in connection with the Plan and incident to these Chapter 11 Cases, has been approved by, or is subject to the approval of, this Court as reasonable, thereby satisfying section 1129(a)(4) of the Bankruptcy Code. 8. Directors, Officers and Trustees (11 U.S.C. Section 1129(a)(5)). The Debtors have complied with section 1129(a)(5) of the Bankruptcy Code. Specifically: (a) To the extent known at this time, the Debtors have disclosed the identity and affiliations of any individual proposed to serve, after confirmation of the Plan, as a director and/or officer of the Reorganized Sale Debtors and the Reorganized Stand Alone Debtors, the Liquidation Trustee, a member of the Liquidation Trust Advisory Committee and a Stand Alone Voting Trustee, and the appointment to, or continuance in, such office of such individual is consistent with the interests of Holders of Claims and Interests and with public policy. 10 (b) To the extent known at this time, the Debtors have disclosed the identity of any insider that will be employed or retained by any successor to the Debtors and such person's compensation. 9. No Rate Changes (11 U.S.C. Section 1129(a)(6)). No governmental regulatory commission has jurisdiction over the rates charged by the Debtors. Thus, the Plan does not provide for the change in any rates which require regulatory approval, thereby satisfying section 1129(a)(6) of the Bankruptcy Code. 10. Best Interests of Creditors Test (11 U.S.C. Section 1129(a)(7)). The Plan satisfies section 1129(a)(7) of the Bankruptcy Code. Specifically: (a) The liquidation analyses contained in the Disclosure Statement and in other evidence presented at the Confirmation Hearing have not been controverted by other evidence. The methodology used and assumptions made in connection with the liquidation analysis, as supplemented by other evidence at the Confirmation Hearing, are reasonable. (b) Each Holder of a Claim or Interest in each impaired Class either has accepted the Plan or will receive or retain under the Plan on account of such Claim or Interest property of a value, as of the Effective Date, that is not less than the amount that such Holder would receive or retain if the Debtors were liquidated under Chapter 7 of the Bankruptcy Code on such date. No Class has made an election under section 1111(b) of the Bankruptcy Code. 11. Acceptance by Certain Classes (11 U.S.C. Section 1129(a)(8)). Except as set forth below, each Class of Claims or Interests entitled to vote has accepted the Plan or is not impaired under the Plan. Since not all impaired Classes of Claims or Interests have accepted the Plan, the requirements of section 1129(a)(8) have not been met, thus requiring the Debtors' 11 compliance with section 1129(b) of the Bankruptcy Code with respect to such nonaccepting classes. 12. Treatment of Administrative and Tax Claims (11 U.S.C. Section 1129(a)(9)). The treatment of Administrative Claims, Fee Claims, OFC and OIC Tax Claims, Priority Tax Claims, and Priority Non-Tax Claims under sections 3.1, 3.2, 3.3, 3.4 and 4.2 of the Plan satisfies the requirements of section 1129(a)(9)(A) and (B) of the Bankruptcy Code, and the treatment of Priority Tax Claims and OFC and OIC Tax Claims under Sections 3.3 and 3.4 of the Plan satisfies the requirements of section 1129(a)(9)(C) of the Bankruptcy Code. 13. Acceptance by Impaired Classes (11 U.S.C. Section 1129(a)(10)). At least one Class of Claims that is impaired under the Plan has accepted the Plan, determined without including any acceptance of the Plan by any insider of the Debtors holding a Claim in such Class, thereby satisfying section 1129(a)(10) of the Bankruptcy Code. 14. Feasibility (11 U.S.C. Section 1129(a)(11)). Reliable and credible evidence was presented at the Confirmation Hearing that the Plan is feasible. Confirmation of the Plan, therefore, satisfies section 1129(a)(11) of the Bankruptcy Code. 15. Payment of Fees (11 U.S.C. Section 1129(a)(12)). All fees payable under 28 U.S.C. Section 1930, as determined by this Court at the Confirmation Hearing, have been paid or will be paid as Administrative Claims on the Effective Date pursuant to the Plan, thereby satisfying section 1129(a)(12) of the Bankruptcy Code. From and after the Effective Date, the Liquidation Trust shall assume responsibility for and shall pay all fees payable under 28 U.S.C. Section 1930 for the Estate of each Debtor until the Chapter 11 Case of such Debtor is dismissed, closed or converted. 12 16. Continuation of Retiree Benefits (11 U.S.C. Section 1129 (a)(13)). The Debtors have no obligations constituting "retiree benefits" as defined in section 1114 of the Bankruptcy Code. Therefore, section 1129(a)(13) of the Bankruptcy Code does not apply to the Plan and is satisfied. 17. Fair and Equitable; No Unfair Discrimination (11 U.S.C. Section 1129(b)). Classes 4C and 6A (the "Rejecting Classes") are treated as impaired under the Plan and did not meet the requirements of sections 1126(c) and (d) of the Bankruptcy Code; therefore, such Classes, and only such Classes, have rejected the Plan. Pursuant to section 1129(b) of the Bankruptcy Code, this Court finds that the Plan does not discriminate unfairly, and is fair and equitable, with respect to each of the Rejecting Classes. Specifically, the Holders of the Non-Debtor-Held Interests, which Holders comprise the most junior Class under the Plan and the only Class junior to Class 4C, will not receive or retain any property under the Plan on account of such Interests. The retention by Holders of the Non-Debtor-Held Interests in Reorganized Sale OKWD under the Sale Option of the Plan is necessary and appropriate under the circumstances in that it serves to substantially increase, not diminish, the recovery to the Holders of Allowed Unsecured Claims. Since the purpose of this continuing equity ownership is the maximization of distributions to Holders of Allowed Unsecured Claims, the Holders of Non-Debtor Held Interests are not, therefore, receiving or retaining property "on account of their interests" in the Debtors or the Reorganized Sale Debtors. Thus, the Plan satisfies section 1129(b) as to Classes 4C and 6A. 18. Principal Purpose of Plan (11 U.S.C. Section 1129(d)). The principal purpose of the Plan is not the avoidance of taxes or the avoidance of the application of section 5 of the Securities Act of 1933 (15 U.S.C. Section 77e), and no Governmental Unit has requested that this 13 Court not confirm the Plan for this reason. Therefore, the Plan satisfies the requirements under section 1129(d) of the Bankruptcy Code. 19. Technical Amendments and Non-Material Modifications. The modifications of the Plan (the "Modifications") set forth in the Non-Material Amendments of and Revisions to Resolve Objections to the Second Amended Joint Consolidated Plan of Reorganization of Oakwood Homes Corporation and Its Affiliated Debtors and Debtors-in-Possession, as attached hereto as Exhibit D, are technical and/or non-material changes to the Plan and shall be, and hereby are, approved in their entirety. The Modifications do not constitute material modifications to the Plan and, if they did, such modifications are expressly permitted pursuant to section 11.3 of the Plan. Furthermore, the Debtors have established that the Modifications will not alter the economic effect of the distributions to Classes described in the Plan. 20. Objections. All objections to confirmation and comments filed with this Court have been withdrawn or settled based upon the representations made on the record and the Modifications of the Plan, as set forth below: (a) In regard to the objections to confirmation filed with this Court by (1) the Texas Taxing Authorities (D.I. 3684 and 3716), (2) County of Riverside, California (D.I. 3725), (3) Pima County, Arizona (D.I. 3727) and (4) the Second Texas Taxing Authorities (D.I. 3781), these parties have agreed to withdraw their objections based on the following: In resolution of the objections of Angelina County, Ben Bolt-Palito Blanco ISD, Bexar County, Caldwell CAD, Cypress-Fairbanks ISD, Dallas County, City of Denton, Dimmit County, Donna ISD, Duval County, City of El Paso, Ellis County, Fort Bend County, Grayson County, Gregg County, Harris Co. WCID #21, Harris County, Hays CISD, Hidalgo County, City of Houston, Houston ISD, Hunt County, Ingram ISD, City of Kilgore, Kilgore College, Kilgore ISD, Lamar CISD, Lampasas CAD, Lavaca County CAD, Mathis ISD, McLennan County, Mildred ISD, Montgomery County, Morris CAD, Navarro 14 County, New Braunfels ISD, Nueces County, Orange County, Parker CAD, Pharr-San Juan-Alamo ISD, Polk County, Premont ISD, Reagan County, City of San Marcos, San Marcos CISD, San Patricio County, Smith County, Stockdale ISD, Tarrant County, Tom Green CAD, Victoria County, Washington CAD, Wilson County, Wise CAD and Wise County, Tax Appraisal District of Bell County, County of Bowie, Bowie Central Appraisal District, County of Brazos, Bryan Independent School District, Brazos County Rural Fire Prevention District #2, Barbers Hill Independent School District, County of Comal, County of Coryell, County of Denton, Elgin Independent School District, White Oak Independent School District, Longview Independent School District, County of Grimes, City of Navasota, Navasota Independent School District, County of Guadalupe, County of Hardin, County of Harrison, Marshall Independent School District, Hallsville Independent School District, County of Hays, County of Henderson, County of Hill, City of Hillsboro, Hillsboro Independent School District, Itasca Independent School District, Midland Central Appraisal District, County of Real, County of Van Zandt, County of Williamson, Leander Independent School District, Brazoria County, Barbers Hill ISD, City of Ennis, Ennis ISD, Cass County, Greenville ISD, Boles ISD, City of Wolfe City, Burleson ISD, Johnson County, Venus ISD, Hill County Jr. College, Cleburne ISD, Wichita Falls ISD, Wichita County, City of Itasca, Maypearl ISD, Waxahachie ISD, Eagle Mountain-Saginaw ISD, Channelview ISD, Fort Worth ISD, City of Fort Worth, Olney ISD, Young County, Olney Hospital District, Spring ISD, Tomball ISD, City of Tomball, Andrews ISD, Andrews County, Midland County, Lubbock Central Appraisal District, Quinlan ISD, Clark County (Nevada), County of Riverside (California), and Pima County (Arizona) (collectively, the "Objecting AVTAs"), the following shall apply, notwithstanding any provisions in the Plan, this Confirmation Order, or in any loan documents authorizing, establishing, or securitizing any Exit Facility herein: 1) All Claims of the Objecting AVTAs, to the extent timely and properly filed under any relevant bar date, or as allowed by the Court, for either pre-petition or post-petition taxes, will retain any and all statutory Liens (to the extent validly perfected and otherwise unavoidable) they now hold whether in the original collateral securing their Claims, or in the proceeds of the sale thereof, for both pre-petition and post-petition tax years, until paid in full, and such Liens shall not be primed by or subordinated to any Liens granted to, for the benefit of, or in connection with the Exit Facility, absent further Order of the Court after notice and a hearing. 2) To the extent any asserted Secured Claims of the Objecting AVTAs for taxes for the 2003 tax year are entitled to classification and treatment as Administrative Claims under section 503 of the Bankruptcy Code, they shall be paid pursuant to Section 3.1 of the Plan. If the Plan is consummated pursuant to the Sale Option, the AVTAs will have 60 days from entry of the Confirmation Order to file 15 proofs of claim for the 2004 tax year. If the Plan is consummated pursuant to the Stand Alone Option, the Reorganized Stand Alone Debtors shall pay taxes for the 2004 tax year in the ordinary course as appropriate without the necessity of filing claims or requests for payment in these Chapter 11 cases. 3) The Liquidation Trust (under the Sale Option) and the Reorganized Stand Alone Debtors (under the Stand Alone Option) shall have six (6) months from the Effective Date (the "AVTA Claims Objection Deadline") to file objections to claims filed by the Objecting AVTAs; provided, however, that any objecting AVTA may extend the AVTA Claims Objection Deadline with respect to its Claim only. A. Claims not objected to prior to the AVTA Claims Objection Deadline shall be paid in full within the following thirty days or as soon as reasonably practicable thereafter, including interest to the extent allowable under section 506(b) of the Bankruptcy Code (i) at the statutory rate for the period from the Petition Date through the Effective Date, and (ii) interest from the Effective Date at the rate of 8% per annum until paid in full. B. To the extent any of the Claims of the Objecting AVTAs are objected to by the AVTA Claims Objection Deadline, payment in full shall be made within thirty days or as soon as reasonably practicable after such Claim(s) become Allowed. To the extent any Claim of the Objecting AVTAs is objected to in part, the undisputed portion of such Claim shall be paid within thirty days of the AVTA Claims Objection Deadline or as soon as reasonably practicable thereafter, pending the resolution of the disputed portion of their claim. 4) If the Plan is consummated pursuant to the Sale Option, sufficient proceeds from the sale shall be reserved by the Liquidation Trust to pay any ultimately Allowed Claim(s) (including post-petition interest) of the Objecting AVTA(s), with the Allowed Claims retaining their priority of payment as if such Liens continued in the proceeds and such amount shall not be subject to distribution to any other party unless and until all Allowed Claim(s) of the Objecting AVTA(s) have been paid in full. (b) The limited objection to confirmation (D.I. 3722) filed with this Court by Carolina First Bank ("CFB") is withdrawn. 16 (c) Wachovia Bank, National Association ("Wachovia") has agreed to withdraw its limited objection (D.I. 3760) based on the following: Due to the nature of the cash management system operated by Wachovia and the potential Allowed Claim arising therefrom, the bar date for Wachovia to submit one or more proofs of an Administrative Claim to the Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) with respect to any post-Effective Date chargebacks received and any expense or liability that arises as a result of processing remittances to the Lockbox (as defined in Wachovia's objection) or otherwise providing cash management services to the Debtors during the pendancy of these Chapter 11 Cases (any and all such claims, a "Cash Management Administrative Claim") shall not be subject to the Administrative Claims Bar Date but, with respect to each account maintained by the Debtors prior to the Effective Date (each such account a "Wachovia Account"), shall be filed by Wachovia no later than nine months after the date on which such account with Wachovia has been closed (in each case, the "Cash Management Administrative Claim Bar Date"). Until each account has been closed, Wachovia shall continue to service such account in accordance with the terms and conditions of that certain Order Authorizing (i) Continued Use of Existing Business Forms and Records and Management of Existing Bank Accounts and Cash Management Systems and (ii) Continued Use of Intercompany Transaction, entered November 19, 2002 (D.I. 28) (the "Cash Management Order"). Additionally, provided that the Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) does not breach applicable deposit agreements, Wachovia will not interrupt or otherwise interfere with ACH or other services that Wachovia provided to the Debtors during the pendancy of these Chapter 11 Cases in the ordinary course of business until such time as each Wachovia Account is closed. The Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) shall, on or as soon as reasonably practicable after the Effective Date, establish a reserve (the "Cash Management Reserve") to satisfy Allowed Cash Management Administrative Claims. Such reserve shall be established in the initial amount of five million dollars ($5,000,000), and shall be supplemented from time to time by the actual amount of unpaid Cash Management Administrative Claims asserted by Wachovia through the thirtieth (30th) day following the date on which the applicable Wachovia Account has been closed (the "Supplemental Reserve Amount"), which Supplemental Reserve Amount shall be set forth in a writing delivered by Wachovia to the Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) no more than ten (10) days later. Ten (10) days after the end of each month until the final Cash Management Administrative Claims Bar Date respecting each particular 17 Wachovia Account, Wachovia shall submit to the Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) its aggregate Cash Management Administrative Claims for such month together with appropriate supporting documentation of such Claims. The Liquidation Trustee (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) shall have a period of thirty (30) days from the date of each such submission to file an objection with the Bankruptcy Court to all or any portion of a Cash Management Administrative Claim. The Liquidation Trustee (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) shall pay the undisputed portion of any Cash Management Administrative Claim within thirty (30) days of the date of submission, and shall pay any disputed Cash Management Administrative Claim within ten (10) days after the date such disputed Claim becomes an Allowed Claim. If, prior to the Effective Date, Wachovia has not entered into an appropriate agreement with the Buyer regarding the continued processing of remittances received in the Lockbox established by the Debtors with Wachovia, and/or the provision of other post-Effective Date cash management services, Wachovia is authorized and instructed to terminate such services and to cause all Lockbox receipts to be forwarded on a daily basis to the Buyer by overnight delivery, unopened and unprocessed at an address designated in writing by the Buyer. The Buyer shall reimburse Wachovia for its reasonable fees and expenses for providing such services. Wachovia shall have no liability to any party with respect to receipts in the Lockbox, other than those arising from its own gross negligence or willful misconduct. (d) The objection to confirmation (D.I. 3761) filed by the Arkansas Class Action Plaintiffs (the "Plaintiffs") is withdrawn with the clarification that neither the Plan nor this Order will in any way affect the relief granted by this Court in the Order (D.I. 2374) entered on November 13, 2003. (e) The limited objection to confirmation (D.I. 3763) by Textron Financial Corporation ("Textron") is withdrawn based on the following language: Textron Financial Corporation ("Textron") filed a Limited Objection to Second Amended Joint Consolidated Plan of Reorganization (the "Textron Objection"). The Textron Objection has been resolved by the Buyer's agreement that, notwithstanding anything to the contrary in the Asset Purchase Agreement, (a) the Buyer will assume all of Debtors' obligations and liabilities under (i) the 18 Repurchase Agreement Between HBOS Manufacturing L.P. and Textron dated April 30, 2001, as amended on March 7, 2002, as amended by the Amended, Re-Affirmation and Agreement dated January 30, 2003, and as amended by the Amendment to Repurchase Agreement dated May 5, 2003, the latter of which was also executed by Oakwood Homes Corporation and Oakwood Mobile Homes, Inc. (collectively, the "Textron Repurchase Agreement") and (ii) the Guaranty dated April 30, 2001 by and between Oakwood Homes Corporation and Textron for the benefit HBOS (the "Oakwood Guaranty"), the Guaranty dated May 6, 2002, by and between Oakwood Mobile Homes, Inc. and Textron, for the benefit of New Dimension Homes of Long Neck, LLC ("Long Neck") (the "OMH Guaranty") and the Guaranty dated May 6, 2002, by and between NDH and Textron, for the benefit of Long Neck (the "New Dimension Guaranty") (collectively, with all amendments thereto, the "Guaranties") and (b) the Buyer will not be permitted to assign, transfer and/or delegate all or any portion of its duties or obligations under the Textron Repurchase Agreement or Guaranties, whether to an affiliate of the Buyer or otherwise, without the written consent of Textron, whose consent shall not be unreasonably withheld as long as the assignee's assumption of the obligations thereunder are consistent with Textron's applicable underwriting criteria. The OMH Guaranty and New Dimension Guaranty shall only be assumed if and when the Buyer obtains direct or indirect ownership of either NDH or Long Neck, and in any event such guarantees shall be released upon execution by Long Neck, Robert W. Tunnell, Jr. ("Tunnell") and James C. Kuhn ("Kuhn") of documents satisfactory to Textron in its sole discretion pursuant to which Long Neck, Tunnell and Kuhn (i) affirm their obligations as to all existing and future obligations of Long Neck to Textron, including those under the Tunnell and Kuhn guaranties, and (ii) consent to the release of Oakwood Mobile Homes, Inc. and NDH from liability under the OMH Guaranty and New Dimension Guaranty. The release of the OMH Guaranty and New Dimension Guaranty shall not effect Buyer's obligations under the Textron Repurchase Agreement and the Oakwood Guaranty. (f) The limited objection to confirmation (D.I. 3771) filed by Associates Housing Finance, LLC ("Associates") is withdrawn. (g) The limited response (D.I. 3783) filed by the Creditors' Committee is withdrawn. (h) The objection (D.I. 3784) filed by the Federal Housing Administration ("FHA") and the Government Mortgage National Mortgage Association ("GNMA") is resolved based on the following: 19 Notwithstanding any provision in the Plan or this Order, the treatment or transfer of any loans backing securities ("GNMA Securities") by the Government National Mortgage Association ("GNMA") and any loans ("FHA Loans") insured by the Federal Housing Administration ("FHA") shall be in accordance with all applicable federal statutes, regulations and the loan and guaranty agreements governing such loans and securities. Any rights the GNMA and the FHA have with respect to such treatment or transfer of the GNMA Securities and FHA Loans or the prospective conduct by any issuer or servicer of such GNMA Securities and FHA Loans pursuant to the National Housing Act, 12 U.S.C. Sections 1701-1749, are specifically preserved, and shall not be impaired or affected by the Plan or this Order; provided however, that FHA or GNMA's entitlement to any claim against the Debtors shall be determined in accordance with applicable law and rules and all parties' rights with respect to such claim are preserved; provided further, however, that nothing herein or in the Plan shall alter (a) any existing rights of setoff or recoupment of GNMA or FHA as to the Debtors under applicable law or rules or (b) their rights, if any, under applicable law with respect to any non-debtor parties other than the Buyer or Berkshire or any of their affiliates (against which the injunction, releases and exculpation contained in the Plan and the Order shall apply). The Court makes no ruling as to the terms of any treatment or transfer of any GNMA Securities or FHA Loans or any rights or assets associated therewith, and the rights of the GNMA and the FHA to object to such treatment or transfer, or the terms thereof, is specifically reserved as set forth herein and survives confirmation. Notwithstanding the definitions and other provisions of the Plan and this Order, the determination of whether any Allowed Claim of FHA and GNMA includes "non-compensatory penalties, fines, punitive damages, exemplary damages, multiple damages, treble damages or any other claims or obligations that do not compensate for actual losses incurred" is deferred, and, if necessary, will be determined by the Bankruptcy Court in the context of the Claims resolution proceedings, if any. To the extent that the GNMA or FHA is, or becomes, entitled to recover any amounts against the Debtors, any recovery of such amount shall be limited to the GNMA/FHA Disputed Claim Reserve (as defined below) of the Liquidation Trust established by the Plan. The amount to be paid to GNMA or FHA from the Liquidation Trust shall be distributed pro rata with the same proportion paid to GNMA and to FHA as is distributed to other creditors of the same Class or Classes under the Plan. The Liquidation Trust shall establish a reserve from the assets of the Liquidation Trust in the amount of $70 million (the "GNMA/FHA Disputed Claim Reserve"), which may be reduced or eliminated by agreement between GNMA, FHA and the Debtors or the Liquidation Trust, as applicable, or as a result of a final, unappealable decision on the merits by a court of competent jurisdiction. 20 (i) The objection (D.I. 3535) filed by David L. Babson & Company, Inc. ("Babson") is resolved by the establishment of a reserve in the amount of seven million dollars ($7.0 million) (the "Babson Reserve") to pay any Allowed Administrative or Cure Claims of Babson or any third-party to which the Debtors may owe an indemnification or other obligation in connection with Babson's disputed claim (the "Babson Disputed Claim"), to the extent any such Claim becomes an Allowed Claim with the following conditions: (i) Babson, the Debtors and any third-party retain whatever rights, claims and defenses they have respecting the Babson Disputed Claim, provided however that if Babson ultimately is determined to have an Allowed Claim against the Debtors, such Allowed Claim will be governed by the Plan; (ii) no provisions of the Plan and this Order affect whatever rights the Debtors may have against third parties respecting the Babson Disputed Claim and do not affect whatever rights Babson may have against any non-Debtor third parties respecting any claim; and (iii) prior to the disbursement of any funds from the Babson Reserve, Babson shall receive ten days written notice of such proposed disbursement. These terms of settlement resolve Babson's objection to the Plan only, and do not otherwise resolve the contested matter concerning Babson's Disputed Claim, which contested matter remains unresolved as of the date of this Order. Notwithstanding anything to the contrary in this Paragraph, in no event shall the Buyer be liable for anything related to Babson's Disputed Claim to the extent it accrued prior to the Effective Date. The remaining portions of Babson's objection have been withdrawn. Nothing contained in this Paragraph shall affect the rights of indemnification, insurance and exculpation of the officers and directors from the Debtors. (j) The objection (D.I. 3795) filed by National Loan Investors, L.P. ("NLI") has been resolved by the Modifications and by the Debtors' representation that the Plan 21 does not alter an oversecured creditor's rights under the Bankruptcy Code and the Exit Facility does not prime any secured creditor that is not primed by the current post-petition financing. (k) Due to the objection (D.I. 3796) filed by Tunnell Companies, L.P. ("Tunnell"), and notwithstanding anything in the Plan or this Order (or any documents or agreements approved hereunder) to the contrary, confirmation of the Plan and the consummation of the Purchase Agreement with the Buyer shall not be approved by this Court with respect to: (a) Debtors' request to sell, transfer, cancel or convey Debtors' stock ownership interest in NDH, (b) the confirmation of the Plan with respect to NDH; and (c) any transactions respecting NDH's rights, claims and its interests in New Dimension Homes of Long Neck, L.C.C. (the "ND LLC") including, without limitation, the assumption, rejection, assignment, sale or transfer of: (i) any membership or economic interest in the ND LLC; or (ii) the New Dimension Homes of Long Neck, L.L.C. Operating Agreement (collectively, the "Adjourned Transactions"). Notwithstanding anything in the Plan or this Order (or any documents or agreements approved hereunder) to the contrary, the objection filed by Tunnell to the Plan and the Purchase Agreement as it relates to the foregoing is adjourned to the April 16, 2004 omnibus hearing date in these Chapter 11 Cases or such other date as the parties agree (the "Adjourned NDH Hearing") and pending the Adjourned NDH Hearing, the Debtors shall not enter into any of the Adjourned Transactions absent further order of the Court. Notwithstanding the foregoing, nothing contained herein shall prejudice the Debtors from seeking the dismissal of NDH's Chapter 11 Case prior to the Adjourned NDH Hearing upon notice and a hearing and nothing shall prejudice Tunnell from opposing such dismissal. The Buyer has agreed to the foregoing and that the ultimate outcome of this dispute in no way will otherwise affect the transaction 22 under the Purchase Agreement and will not constitute a default, breach or give rise to a termination right under the Purchase Agreement. (l) The objection (D.I. 3796) filed by IOS Capital, LLC ("IOS") is withdrawn. (m) The objection (D.I. 3800) filed by Gelco Corporation d/b/a/ GE Fleet Services ("Gelco") is withdrawn. (n) The objection (D.I. 3811) filed by Pacific Employers Insurance Company, ACE American Insurance Company and ESIS, Inc. (the "Insurance Companies") is resolved as set forth on the record. (o) The objection (D.I. 3845) filed by ARC SPEI I, L.L.C. ("ARC") is resolved. (p) The objection (D.I. 3847) filed by The Bank of New York (the "Bank") is withdrawn. 21. Successors of the Debtors. For purposes of sections 1125(e) and 1145 of the Bankruptcy Code, each of the Liquidation Trust, the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors, the DOF Escrow Account, and the Stand Alone Voting Trust, when and if established as provided in the Plan, will each be a newly organized successor of the Debtors under the Plan within the meaning of section 1125(e) of the Bankruptcy Code and a successor to the Debtors under the Plan within the meaning of section 1145(a) of the Bankruptcy Code, but not for any other purpose, such as, but not limited to, successor or other liability. The Liquidation Trust is not an insider of the Debtors, the Reorganized Sale Debtors or the Reorganized Stand Alone Debtors within the meaning of section 101(31) of the Bankruptcy Code. Except as expressly assumed in the Purchase Agreement, the Buyer shall not be a 23 successor to the Debtors with respect to any liabilities or Claims, including but not limited to, any and all OFC and OIC Tax Claims and any and all Future Claims. 22. Exemption From Securities Laws (11 U.S.C. Section 1145(a)). To the extent, if any, that they constitute "securities," the issuance and distribution of (i) the Debtors' New Common Stock and (ii) the beneficial interests of the Liquidation Trust under the Plan have been duly authorized, and when issued as provided in the Plan, will be validly issued, fully paid and nonassessable. The offer and sale of the foregoing is in exchange for Claims, or principally in exchange for Claims and partly for cash or property, within the meaning of section 1145(a)(1) of the Bankruptcy Code. In addition, under section 1145 of the Bankruptcy Code, to the extent, if any, that the above-listed items constitute "securities," the "offering" of such items is exempt and the issuance and distribution of such items will be exempt from section 5 of the Securities Act of 1933 and any state or local law requiring registration prior to the offering, issuance, distribution or sale of securities. 23. Good Faith Solicitation; Good Faith Sale of Securities (11 U.S.C. Section 1125(e)). The Debtors, the Buyer, Berkshire, the Creditors' Committee, and their employees, directors, members, ex officio members, agents, accountants, business consultants, representatives, attorneys and advisors, through their participation in the negotiation, preparation and confirmation of the Plan and the approval of the Disclosure Statement and their efforts to confirm the Plan, have solicited acceptances and rejections of the Plan (or supported the solicitation of acceptances and rejections of the Plan) in good faith and participated in these Chapter 11 Cases in compliance with the applicable provisions of the Bankruptcy Code. The Debtors, the Creditors' Committee, the Buyer, the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors, the Liquidation Trust, the DOF Escrow Account, Holders of Claims and/or 24 Interests receiving any distributions or other consideration under the Plan, and their employees, directors, members, ex officio members, trustees, agents, representatives, attorneys and advisors have participated or will have participated in good faith and in compliance with the provisions of the Bankruptcy Code, to the extent applicable, in the offer, sale, issuance and purchase of the items described in this Order. 24. Assumption and Assignment Determinations. (a) The Debtors' assumption and, as applicable, assignment of contracts and leases, pursuant to Article IX of the Plan and section 365 of the Bankruptcy Code, are authorized pursuant to section 1123(b)(2) of the Bankruptcy Code as reasonable exercises of sound business judgment, maximize the value of the Debtors' businesses and are in the best interests of the Estates and all of the Debtors' constituencies and, pursuant to 11 U.S.C. Section 365(k), the Debtors and their Estates shall be relieved of any liability for any breach of any executory contract or unexpired lease that occurs after such assignment and assumption by the Debtors on the Effective Date, except as otherwise set forth in this Order. (b) Subject to payment of the cure amounts for the respective contracts and leases to be assumed and assigned, (i) the contracts and leases assumed and assigned shall constitute valid and existing contracts or unexpired lease interests in the property subject to such leases, (ii) none of the Debtors' rights have been or shall be released or waived under the contracts and leases assumed and assigned, (iii) the contracts and leases assumed and assigned shall not be terminated and shall remain in full force and effect, (iv) no default shall exist under the contracts and leases assumed and assigned, nor shall there exist any event or condition that with the passage of time or the giving of notice, or both, would constitute such a default, and (v) the assignment and assumption of the contracts and leases assumed and assigned in accordance 25 with the Plan shall not constitute a breach of or default under any of such contracts and leases. The Buyer shall not be subject to or liable for any cure amounts except as provided in the Plan or Purchase Agreement. (c) Except to the extent provided herein, no party to a contract or lease has objected to the ability of the Buyer, the Reorganized Stand Alone Debtors and/or the Reorganized Sale Debtors to provide adequate assurance of future performance of the contracts and leases to be assumed and assigned to each of them within the meaning of section 365(b)(1)(C) of the Bankruptcy Code with respect to such contracts and leases. Accordingly, adequate assurance of future performance as to such leases and contracts has been provided. (d) No party to a contract or lease has objected to the ability of the Liquidation Trust to provide adequate assurance of future performance of the contracts and leases to be assumed and assigned to the Liquidation Trust within the meaning of section 365(b)(1)(C) of the Bankruptcy Code with respect to such contracts and leases, or any such objections have been resolved. Accordingly, adequate assurance of future performance as to such leases and contracts has been provided. (e) This Paragraph 24 is subject to Paragraph 39(f) of this Order in its entirety. 25. Discharge, Release, Exculpation, Indemnification, Injunction and Waiver. Each of the discharge, release, exculpation, indemnification, injunction, and waiver provisions contained in Article VII of the Plan: (a) falls within the jurisdiction of this Court under 28 U.S.C. Sections 1334(a), (b) and (d); 26 (b) is supported by more than sufficient consideration and is an essential means of implementing the Plan pursuant to section 1123(a)(5) of the Bankruptcy Code; (c) is important to the overall objectives of the Plan to finally resolve, except to the extent otherwise provided in the Plan, claims among or against the parties in interest in these Chapter 11 Cases with respect to the Debtors, their organization, capitalization, operation and reorganization; (d) is consistent with sections 105, 1123, 1129 and other applicable provisions of the Bankruptcy Code; and (e) is necessary because the failure to effect the discharge, release, injunction, exculpation and waiver provisions of the Plan would seriously impair the Debtors' ability to confirm the Plan and consummate the transactions thereunder. 26. Intent to Channel Undischarged and Unreleased OFC and OIC Tax Claims and Future Claims. The evidence produced in connection with confirmation of the Plan, the entire record of these Chapter 11 Cases, and the arguments of counsel made at the Confirmation Hearing clearly establish that it is the clear intent and expectation of all parties-in-interest, including the Debtors, the Creditors' Committee, its members and ex officio member, Berkshire, Holders of Claims or Interests, and the Buyer, that (i) any and all OFC and OIC Tax Claims and Future Claims, to the extent not otherwise discharged and released, shall be the sole responsibility and liability of the Reorganized Sale Debtors (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) and shall not, under any circumstances, be the responsibility or liability of the Liquidation Trust, Holders of Claims or Interests, the Debtors or the Buyer; and (ii) all Persons, parties-in-interest, and Governmental 27 Units (as such term is defined by section 101(27) of the Bankruptcy Code) shall be forever stayed, restrained and enjoined from taking any action whatsoever (under successor liability, fraudulent conveyance or any other theory) against the Liquidation Trust, any Holders of Claims, the Debtors or the Buyer, which has the purpose or effect of (directly or indirectly) collecting, recovering or receiving payment of, on or with respect to any undischarged or unreleased OFC or OIC Tax Claims or Future Claims. The evidence clearly establishes that all parties-in-interest have relied to their detriment on the validity, enforceability and effectuation of the foregoing and would not have proposed, voted in favor of, approved or supported the Plan in the absence thereof. 27. Notice of Channeling Future Claims. The notices which were transmitted and served by the Debtors in compliance with the Disclosure and Solicitation Order (including, without limitation, the Solicitation Packages and the notice by publication set forth in the Publication Affidavits) provided adequate and sufficient notice to all Holders of undischarged and unreleased OFC and OIC Tax Claims and Future Claims, if any, that (i) any and all undischarged and unreleased OFC and OIC Tax Claims and Future Claims are the sole responsibility and liability of the Reorganized Sale Debtors (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) and not, under any circumstances, the responsibility or liability of the Debtors, the Liquidation Trust, Holders of Claims or Interests, or the Buyer, and (ii) all Persons, parties-in-interest and Governmental Units are forever stayed, restrained and enjoined from taking any action whatsoever (under a successor liability, fraudulent conveyance, or any other theory) against the Liquidation Trust, Holders of Claims or Interests, the Debtors or the Buyer having the purpose or effect of (directly or 28 indirectly) collecting, recovering or receiving payment of, on or with respect to any OFC or OIC Tax Claim or Future Claim. 28. Adequate Capitalization of the Reorganized Sale Debtors. The proposed capitalization of the Reorganized Sale Debtors, as set forth in this Order and in the Plan, is adequate, reasonable, fair and equitable and satisfies applicable law. The proposed capitalization of the Reorganized Sale Debtors is adequate for all purposes, including, without limitation, the resolution of any and all OFC and OIC Tax and Future Claims, to the extent not otherwise discharged and released. 29. Cause for Substantive Consolidation. Cause exists for the substantive consolidation of the Debtors, including, but not limited to, the following facts: the Debtors have (i) shared a centralized cash management system, (ii) common officers and directors and (iii) have shared key employees and outside professionals, including, but not limited to, employees who perform accounting, legal, human resource and risk management functions for all of the Debtors, and law firms, accounting firms and consultants who also perform services for all of the Debtors. The Debtors' request for such consolidation is unopposed, with no opposition having been filed or otherwise raised. 30. Transfers of Property. (a) The transfers of property by the Debtors to the Buyer (i) are or shall be legal, valid and effective transfers of property, (ii) vest or shall vest the transferee with good title to such property free and clear of all liens, charges, claims, encumbrances or interests, except as expressly provided in the Plan, the Purchase Agreement or this Order, (iii) do not and shall not constitute avoidable transfers under the Bankruptcy Code or under applicable bankruptcy or nonbankruptcy law, and (iv) do not and shall not subject the Buyer to any liability 29 by reason of such transfer under the Bankruptcy Code or under applicable nonbankruptcy law, including, without limitation, any laws affecting successor or transferee liability. (b) The transfer of property of the Debtors to the Liquidation Trust, the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors, the DOF Escrow Account, the Stand Alone Voting Trust and/or Holders of Claims or Interests under the Plan (i) are or shall be legal, valid and effective transfers of property, (ii) vest or shall vest the transferee with good title to such property free and clear of all liens, charges, claims, encumbrances or interests, except as expressly provided in the Plan or this Order, (iii) do not and shall not constitute avoidable transfers under the Bankruptcy Code or under applicable bankruptcy or nonbankruptcy law, and (iv) do not and shall not subject the transferee (direct or indirect) to any liability by reason of such transfer under the Bankruptcy Code or under applicable nonbankruptcy law, including, without limitation, any laws affecting successor or transferee liability. 31. Factual Basis for Approval of Rule 9019(a) Settlements. The Plan as modified by the Modifications and by the provisions of this Order reflects and incorporates a number of consensual resolutions and settlements. In addition, this Court has taken into consideration the fact that the Debtors, as debtors-in-possession, and the Creditors' Committee, Berkshire and the Buyer all support the settlements embodied in the Plan. This Court has found that the settlements embodied in the Plan will save the Debtors (and their creditors) the cost and expense of litigating various disputes, the outcome of which is not guaranteed and the litigation of which is likely to consume substantial resources and may require several years to adjudicate. This Court has also found that the settlements have facilitated the creation and implementation of the Plan, are thus integral to consummation of the Plan, and benefit the Holders of all Claims or Interests, creditors and equity holders of the Consolidated Estate of the Debtors. 30 32. Discharge. Good and sufficient evidence has been introduced to support the finding that the Debtors and their successors qualify under section 1141 of the Bankruptcy Code for a discharge as described in section 7.1 of the Plan. 33. Conditions To Confirmation. Each of the conditions to confirmation set forth in Section 5.1 of the Plan has been satisfied. 34. Jurisdiction. This Court may properly retain jurisdiction over each of the matters set forth in Section 11.1 of the Plan and all determinations regarding the DOF Escrow Account. II. NOW, THEREFORE, IT IS HEREBY ORDERED THAT: 35. Disclosure Statement. The Disclosure Statement as it relates to the Small Business Debtors is hereby approved. 36. Confirmation. The Plan, as amended by the Modifications and modified by this Order, is hereby approved and confirmed as to the Debtors, and all acceptances and rejections previously cast for or against the Plan are hereby deemed to constitute acceptances or rejections of the Plan as modified by this Order; provided, however, that the Plan is not confirmed as to Debtor NDH, and this Order does not bind or otherwise affect NDH or its Estate except to the extent provided for in this Order. 37. Objections. Each and every objection to the adequacy of the information contained in the Disclosure Statement has been withdrawn, waived or settled. Each of the objections to confirmation of the Plan has been withdrawn, waived or settled. To the extent that pleadings filed by individuals or entities constitute objections to confirmation of the Plan, such pleadings have been withdrawn, waived or settled. As set forth in this Order, the agreements that have been reached to satisfy, resolve and settle the objections to confirmation of the Plan are 31 hereby approved in accordance with Bankruptcy Rule 9019 and made a decretal part of this Order. 38. Provisions of Plan and Order Nonseverable and Mutually Dependent. The provisions of the Plan and this Order, including the findings of fact and conclusions of law set forth herein, are nonseverable and mutually dependent. 39. Executory Contracts and Unexpired Leases. (a) This Confirmation Order shall constitute an Order of the Court granting the motion by the Debtors contained in the Plan to assume, assume and assign, or reject as of the Effective Date, all executory contracts and unexpired leases to which the Debtors are a party in accordance with Article IX of the Plan and section 365 of the Bankruptcy Code. The Court hereby authorizes the assumption, assumption and assignment, or rejection of such executory contracts and unexpired leases as set forth in the Plan. (b) Each assumed and assigned executory contract and unexpired lease of the Debtors that relates to the use or occupancy of real property shall include (i) all modifications, amendments, supplements, restatements, or other agreements made directly or indirectly by any agreement, instrument, or other document that in any manner affects such executory contract or unexpired lease, and (ii) all executory contracts or unexpired leases appurtenant to the premises, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, powers, uses, usufructs, reciprocal easement agreements, vaults, tunnel or bridge agreements, or franchises, and any other interests in real estate or rights in rem related to such premises, unless any of the foregoing agreements previously has been rejected pursuant to a Final Order of the Court. 32 (c) All executory contracts or unexpired leases assumed by the Debtors and assigned during the Chapter 11 Cases or under the Plan shall remain in full force and effect for the benefit of the assignee thereof notwithstanding any provisions in any contract or lease (including provisions of the kinds described in Bankruptcy Code section 365(b)(2) and (f)) that prohibit assignment or transfer thereof or that enable or require termination or modification of such contract or lease upon assignment thereof and the respective assignee's undertaking to perform thereunder shall constitute "adequate assurance of future performance" as required by Bankruptcy Code section 365(f)(2)(B). Accordingly, such executory contracts, unexpired leases and other obligation shall survive and remain unaffected by this Order. (d) The fact that any contract or lease is listed on the Executory Contract Schedule shall not constitute or be construed to constitute an admission that such contract or lease is an executory contract or unexpired lease within the meaning of section 365 of the Bankruptcy Code or that the Debtors or any successor in interest to the Debtors (including the Buyer, the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors, the Liquidation Trust or any other entity created by the Plan) has any liability thereunder and the Debtors and the successor thereto expressly reserves all rights with respect thereto. (e) Unless otherwise noted in the Executory Contract Schedule or the Purchase Agreement, or any schedule thereto, the cure amount pursuant to section 365(b)(1) of the Bankruptcy Code for any executory contracts or unexpired leases is fixed at $0.00, and no other action needs to be taken in connection with the assumption of such contracts and leases under section 365(b) of the Bankruptcy Code. (f) The findings, conclusions and orders of the Court concerning the (i) Order Pursuant to Sections 105, 363 and 365 of the Bankruptcy Code Authorizing Certain Debtors 33 to (I) Enter Into or Assume the Asset Purchase Agreement with Clayton Homes, Inc., (II) Assume and Assign Servicing Agreements, (III) Reject Certain Subservicing Agreements, and (IV) Sell Related Advance Receivables Free and Clear of Any Liens, Claims, Encumbrances, Rights of Offset and Recoupment, and Other Defenses and the (ii) Order Pursuant to Sections 105 and 363 of the Bankruptcy Code Authorizing Sale of Certain REMIC Securities Free and Clear of Liens, Claims, Encumbrances, Rights of Offset and Recoupment, and Other Defenses (collectively, the "SPE Orders") are hereby incorporated into this Order in their entirety; provided, however, that to the extent the SPE Orders are inconsistent with this Order, the SPE Orders shall hereby control. (g) The Buyer shall not be liable for any cure amounts except as provided in the Plan and Purchase Agreement. 40. The Liquidation Trust. (a) The creation of the Liquidation Trust, in accordance with the Plan, the Liquidation Trust Agreement and this Order, is hereby authorized and approved. The Liquidation Trust shall be created pursuant to the Plan for the primary purpose of liquidating all of the assets of the Debtors and the Estates that the Plan provides will be transferred or distributed to the Liquidation Trust (the "Liquidation Trust Assets") for distribution to Holders of Allowed Claims in Class 4A, Class 4B, Class 4C, Class 4D and Class 4E (collectively the "Beneficiaries" and each individually, a "Beneficiary") and creditors of the Liquidation Trust, pursuant to and in accordance with the Liquidation Trust Agreement, the Plan and the Confirmation Order, in an expeditious but orderly manner for the benefit of the Beneficiaries (and the creditors of the Liquidation Trust) and at the direction of the Beneficiaries, as a liquidating trust in accordance with Treasury Regulation Section 301.7701-4(d), with no 34 objective to continue or engage in the conduct of a trade or business except, to the extent reasonably necessary to, and consistent with, the liquidating purpose of the Liquidation Trust and the Plan. (b) The Debtors and the Liquidation Trustee, pursuant to the Plan and the Confirmation Order, and in accordance with the Bankruptcy Code and applicable tax statutes, rules and regulations, shall create the Liquidation Trust for the purpose of liquidating the Liquidation Trust Assets in an expeditious but orderly manner with no objective to continue or engage in the conduct of a trade or business Section In particular, the Liquidation Trustee shall (i) make continuing efforts to collect and reduce the Liquidation Trust Assets to Cash (other than Liquidation Trust Assets, if any, that are distributed in kind under the Plan); (ii) make timely distributions on account of Allowed Claims with respect to the Liquidation Trust Assets pursuant to the Plan and the Liquidation Trust Agreement and not unduly prolong the duration of the Liquidation Trust; and (iii) take such steps as are reasonably necessary to accomplish such purpose, all as more fully provided in, and subject to the terms and provisions of, the Plan, the Confirmation Order and the Liquidation Trust Agreement, including, without limitation, entering into escrow and other agreements to satisfy all obligations under the Plan, this Order and the Liquidation Trust Agreement. (c) Notwithstanding any provision of Delaware law or any other applicable law to the contrary, the Liquidation Trustee shall not have authority to engage in any trade or business, and no portion of the Liquidation Trust Assets shall be used in the conduct of a trade or business, except as is reasonably necessary for the prompt and orderly collection and reduction to Cash of the Liquidation Trust Assets. 35 (d) The provisions of the Liquidation Trust Agreement providing for the indemnification of the Liquidation Trustee by the Liquidation Trust are reasonable and appropriate and such provisions are hereby approved. (e) The Liquidation Trust shall provide reasonable non-economic assistance to the Reorganized Sale Debtors, including reasonable access to employees and books and records and reasonable assistance in connection with the preparation of tax returns. (f) Furthermore, to the extent it deems it necessary or appropriate, the Liquidation Trust is authorized to expend funds from its administrative expense reserve to assist the Reorganized Sale Debtors on matters that are of reasonable benefit to the Liquidation Trust's Beneficiaries. The Reorganized Sale Debtors shall help facilitate the Liquidation Trust becoming a co-insured under any policies of insurance retained or purchased by the Reorganized Sale Debtors, to the extent that (i) the Liquidation Trust desires becoming a co-insured entity under such policies and (ii) it is reasonable for the Reorganized Sale Debtors to do so. (g) Rights of the Liquidation Trust to abandon or otherwise not accept any Excluded Sale Trust Assets in accordance with Section 6.1(c) of the Plan are hereby approved. 41. Trust as Grantor Trust. The Debtors, the Reorganized Sale Debtors, Liquidation Trust and the creditors receiving interests in the Liquidation Trust will, for U.S. federal income tax and corporate law purposes, treat the transfer of any assets to the Liquidation Trust as a transfer by the Debtors to the creditors receiving interests in the Liquidation Trust in respect of their Claims followed by a transfer of the assets by those creditors to the Liquidation Trust. Consistent with such treatment, the creditors will be treated as the grantors and initial beneficiaries of the Liquidation Trust. The Debtors, the Reorganized Sale Debtors, the 36 Liquidation Trustee and the creditors receiving interests in the Liquidation Trust will, for U.S. federal income tax purposes, treat the Liquidation Trust as a grantor trust and apply consistent valuations to the property transferred to the Liquidation Trust in accordance with the terms of the Liquidation Trust Agreement. 42. The Stand Alone Voting Trust. Under the Stand Alone Option of the Plan, the creation of the Stand Alone Voting Trust, in accordance with the provisions of the Plan, the Stand Alone Voting Trust Agreement and this Order, is hereby authorized and approved. The purpose of the Stand Alone Voting Trust shall be to hold the New Common Stock in reserve for Disputed Claims for each of the relevant Classes (or group of Classes in the case of Class 4), as necessary pursuant to the Plan. The Reorganized Stand Alone Debtors shall be responsible for and shall indemnify the Stand Alone Voting Trust for any reasonable costs of administration, including, without limitation, the payment of fees earned by the Stand Alone Voting Trustees under the Stand Alone Voting Trust Agreement and reasonable professional costs. 43. Discharge, Injunction, Release, and Exculpation. (a) Discharge. Pursuant to section 1141 of the Bankruptcy Code, confirmation of the Plan shall discharge parties as set forth in Section 7.1 of the Plan, except as otherwise provided herein. Confirmation of the Plan shall also operate as a discharge of (i) with respect to the Liquidation Trust, the Buyer and Holders of Claims or Interests, all OFC and OIC Tax Claims, and (ii) with respect to Buyer and all other transferees of assets of the Estates under the Plan, all Future Claims. (b) Injunction. Confirmation of the Plan shall enjoin any Person or Governmental Unit as set forth in Sections 7.6 and 7.8 of the Plan, except as otherwise provided herein. Confirmation of the Plan shall also operate to enjoin the prosecution of (i) with respect to 37 the Liquidation Trust, the Buyer and Holders of Claims or Interests, all OFC and OIC Tax Claims, and (ii) with respect to Buyer and all other transferees of assets of the Estates under the Plan, all undischarged and unreleased Future Claims. (c) Release of Collateral. Confirmation of the Plan shall release the liens in the manner set forth in Section 7.11 of the Plan, except as otherwise provided herein. (d) Treatment of Intercompany Claims. On the Effective Date, the following shall occur in the order prescribed: (i) The Claims of any Debtor against any other Debtor or any non-Debtor affiliate and Claims of any non-Debtor affiliate against such Debtor shall be set off against each other in accordance with section 553 of the Bankruptcy Code and any applicable nonbankruptcy law. (ii) If, after giving effect to the setoff described in clause (i) of this Subparagraph, any non-Debtor affiliate has any remaining Intercompany Claim against any Debtor, that Claim shall be transferred by such non-Debtor Affiliate to such Debtor and extinguished. (iii) All Intercompany Claims held by Oakwood (including for this purpose any Claims held by Oakwood against any non-Debtor affiliate) shall be contributed to the capital of the obligor of such Claims. (iv) All other Intercompany Claims not so setoff or contributed in accordance with clauses (i) - (iii) of this Subparagraph (d) shall be extinguished, and no distribution shall be made under the Plan with respect to such Claim. 38 Nothing in this Confirmation Order shall be construed to authorize any treatment of the Intercompany Claims or any other intercompany obligations that is inconsistent with or would violate the Purchase Agreement. (e) Avoidance and Recovery Actions. Any and all Causes of Action shall be preserved in accordance with Section 7.2 of the Plan, except as otherwise provided herein or the Order approving the settlement agreement between JPMorgan, the Debtors, U.S. Bank National Association and National Indemnity Company (D.I. 3898). (f) Exculpation. Confirmation of the Plan shall operate to exculpate those parties as set forth in Section 7.7 of the Plan, except as otherwise provided herein. (g) Officers and Directors. Notwithstanding anything to the contrary in the Plan or this Order, any rights of indemnification of the Debtors' officers and directors shall continue unaffected, so long as they timely file claims in respect thereof. (h) Channeling of Undischarged and Unreleased OFC and OIC Tax Claims and Future Claims. All OFC and OIC Tax Claims and Future Claims, to the extent not otherwise discharged or released under the Plan and/or this Order, shall be solely the responsibility and liability of the Reorganized Sale Debtors (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) and shall not, under any circumstances, be the responsibility or liability of the Debtors, the Liquidation Trust, Holders of Claims or Interests, or the Buyer. All Persons, parties-in-interest and Governmental Units are hereby forever stayed, restrained and enjoined from taking any action whatsoever (under successor liability, fraudulent conveyance or any other theory) against the Debtors, the Liquidation Trust, Holders of Claims or Interests, or the Buyer having the purpose or effect of 39 (directly or indirectly) collecting, recovering or receiving payment of, on or with respect to any OFC or OIC Tax Claims or Future Claim, including, without limitation: (i) Commencing, conducting, or continuing in any manner, directly or indirectly, any suit, action or other proceeding (including, without limitation any thereof in a judicial, arbitral, administrative or other forum) against or affecting the Debtors, the Liquidation Trust, Holders of Claims or Interests, the Buyer or any of their property; (ii) Enforcing, levying, attaching (including, without limitation, any pre-judgment attachment), collecting or otherwise recovering by any means or in any manner, whether directly or indirectly, any judgment, award, decree or other order against the Debtors, the Liquidation Trust, Holders of Claims or Interests, the Buyer or any of their property; (iii) Creating, perfecting or otherwise enforcing in any manner, directly or indirectly, any Liens or encumbrance against the Debtors, the Liquidation Trust, Holders of Claims or Interests, the Buyer or any of their property; (iv) Setting-off, seeking reimbursement of, contribution from or subrogation against or otherwise recouping in any manner, directly or indirectly, any amount against any liability owed to the Debtors, the Liquidation Trust, Holders of Claims or Interests, the Buyer or any of their property; and (v) Proceeding in any manner and any place with regard to any undischarged and unreleased OFC or OIC Tax Claims or Future Claims that are to be dealt with by the Reorganized Sale Debtors or Reorganized Stand Alone Debtors, 40 except by proceeding against the Reorganized Sale Debtors or Reorganized Stand Alone Debtors in accordance with the Plan. 44. Release of the Debtors' Claims. As of the Effective Date, the Debtors shall be deemed to have waived and released any and all Causes of Action of the Debtors (including claims which the Debtors otherwise have legal power to assert, compromise or settle in connection their Chapter 11 Cases) arising on or before the Effective Date as provided by and subject to Section 7.5 of the Plan, unless otherwise provided herein. 45. Approval of Rule 9019(a) Settlements. The settlements embodied in the Plan and this Order are approved in all respects pursuant to Bankruptcy Rule 9019(a). 46. Approval of Initial Members of the Liquidation Trust Advisory Committee, the Liquidation Trust, the Stand Alone Voting Trust, and the Officers and Directors of the Reorganized Sale Debtors and Stand Alone Debtors. The appointment of Joseph Mullin, James Baskin, Brad Scher, Alan Halperin and Kaliel Isaza Tuzman as the initial members of the Liquidation Trust Advisory Committee is approved. The appointment of Alvarez & Marsal, LLC as the Liquidation Trustee is approved. The appointment of Richard M. Hutson, II, as the sole officer, director or other such responsible person of the Reorganized Sale Debtors is approved. The appointment of Brad Scher, Alan Halperin and Kaliel Isaza Tuzman as the Stand Alone Voting Trustees is approved. The appointment of Anthony Schnelling, Daniel Crowley, Martin Mand, Donald Thomas and Myles Standish (as Chief Executive Officer) as the members of the board of directors of the Reorganized Stand Alone Debtors is approved. The Liquidation Trust Advisory Committee, the Liquidation Trustee, the initial board of directors of the Reorganized Stand Alone Debtors, the Stand Alone Voting Trustees and the sole officer, director or other such responsible person of the Reorganized Sale Debtors are authorized to carry out all 41 duties as set forth in the Plan, the Liquidation Trust Agreement, amended articles of incorporation, amended bylaws, and the Stand Alone Voting Trust Agreement, as appropriate. 47. Environmental Laws. In no event will the Liquidation Trust or the Reorganized Sale Debtors have liability for any obligations that arise after the Effective Date related to property owned or operated by the Buyer or its successor under the Plan so long as, after the Effective Date, it is neither an owner or operator of such property and does not arrange for the disposal of hazardous substances on such property. Furthermore, in no event will the Liquidation Trust or the Reorganized Sale Debtors have liability arising from events or circumstances occurring prior to the Effective Date of the Plan and related to property owned or operated by the Debtors or their successors after the Effective Date of the Plan, except to the extent that any such liability of the Debtors or its successors described herein could not have been discharged under bankruptcy law in these Chapter 11 Cases. 48. General Authorizations. The Debtors, the Liquidation Trust, the Reorganized Sale Debtors, and the Reorganized Stand Alone Debtors are hereby authorized and empowered pursuant to section 1142(b) of the Bankruptcy Code to implement the Plan in accordance with its terms, including (to the extent not inconsistent with the Plan): (a) Execute and deliver, and take such action as is necessary to effectuate the terms of, the all notes, instruments, securities, agreements and documents in substantially the form of such notes, instruments, securities, agreements or documents attached as exhibits to the Plan, the Plan Supplement, the Disclosure Statement or to be filed with this Court on or before Effective Date, including all annexes and exhibits attached thereto, and any other documents delivered in connection with those exhibits. 42 (b) Issue, execute, deliver, file and record any documents, Bankruptcy Court papers or pleadings, and to take any and all actions that are necessary or desirable to implement, effect or consummate the transactions contemplated by the Plan, including, without limitation, actions take to effectuate the Purchase Agreement, whether or not specifically referred to in the Plan or related documents. (c) Issue the notes, securities and other instruments contemplated by the Plan, including, but not limited to, the New Common Stock and Liquidation Trust beneficial interests. (d) File with the appropriate Secretaries of State the Amended Certificates of Incorporation, if necessary, and, if appropriate, other documents required to implement the Plan and this Order. (e) Make the transfers, contributions, setoffs and other matters and execute and deliver such instruments (including as required to issue evidence of intercompany liabilities among the Reorganized Sale Debtors or Reorganized Stand Alone Debtors), required to give effect to the provisions of the Plan. (f) Make transfers of assets among the Debtors, provided such transfers are not inconsistent with the Plan to give effect to the Purchase Agreement, and to transfer Excluded Assets to the appropriate entity under the Plan. 49. Recapitalization and Restructuring of the Reorganized Sale Debtors. In accordance with the Plan, (a) the Residual REMIC Certificates and all insurance policies shall constitute the Excluded Sale Debtor Assets and (b) $5,000,000.00, $4,000,000.00 of which shall be transferred to the DOF Escrow Account on the Effective Date, shall constitute the Reorganized Sale Debtors Capitalization Amount. Additionally, consistent with Section 6.1(d) 43 of the Plan, on the Effective Date each of the Affiliate Debtors under this Plan, other than OFC, OIC, and NDH (pending the resolution of the objection referenced in Paragraph 20(k) herein), will merge with and into Oakwood or otherwise be dissolved as determined by the Debtors. 50. Authorization of the Sole Officer and Director of the Reorganized Sale Debtors. Pursuant to the Plan and to applicable state law governing reorganizations of corporations and other business organizations under the provisions of statutes of the United States relating to the reorganization of corporations and such other business organizations (including, without limitation, N.C.G.S. Section 55-14A-01, N.R.S. Section 78.622(l); M.C.L.S. Section 450.1861; 8 Del C. Section 303; collectively, the "State Laws"), as of the Effective Date, Richard M. Hutson, II (a) shall be appointed to serve as the sole officer and director with authority to govern those Reorganized Sale Debtors which are corporations without further approval or any corporate action by the board of directors or shareholders of such corporation; (b) shall have the authority to act on behalf of the Reorganized Sale Debtors which are the members of those Reorganized Sale Debtors which are limited liability companies; (c) shall have the authority to act on behalf of the general partners and the limited partners of those Reorganized Sale Debtors which are partnerships and which have Reorganized Sale Debtors as their general and limited partners; (d) in each such capacity, Richard M. Hutson, II shall have the authority to approve and file any article or certificate of merger or plan of merger or article or certificate of liquidation or dissolution and to execute, deliver and record any document or take any other action necessary or desirable to effect the merger, liquidation or dissolution of any Reorganized Sale Debtor with and into any other Reorganized Sale Debtor in order to ultimately effect the merger, liquidation or dissolution of all Reorganized Sale Debtors into Reorganized Sale OKWD, with the exception of Oakwood Investment Corporation and Oakwood Financial 44 Corporation; and (e) in each such capacity, shall have the authority to approve and file any documents and take all actions necessary to effect the dissolution and liquidation of any of the Reorganized Sale Debtors, including Reorganized Sale OKWD (including the limitation on the transferability of shares of Reorganized Sale OKWD). The sole officer and director shall have authority to act on behalf of any entity without further approval of such action by corporate directors, shareholders, equity holders, limited partners or any other constituencies. In their capacity as proponents of the Plan, each Reorganized Sale Debtor has evidenced both its approval of the appointment of Richard M. Hutson, II as a single disinterested individual to serve as the sole officer and director or in similar appropriate capacity for other types of business organizations with all of the powers authorized by the State Laws and its approval of any merger, liquidation or dissolution transaction. 51. Disputed Ownership Fund Escrow Agreement. (a) In order to provide for resolution of conflicting claims of ownership of certain funds, the Reorganized Sale Debtors and the Liquidation Trust shall become parties to the Disputed Ownership Fund Escrow Agreement (the "Escrow Agreement"), pursuant to which the Reorganized Sale Debtors shall fund an escrow account (the "DOF Escrow Account") with $4,000,000 in cash (the "Disputed Funds", the Disputed Funds, plus all interest thereon received by the escrow agent, less the amount of any funds distributed or paid in accordance with the Escrow Agreement, collectively, the "Escrowed Property"). Disbursements from the DOF Escrow Account to the Reorganized Sale Debtors or at the direction of the Reorganized Sale Debtors are hereby approved (i) for the payment of reasonable attorneys fees, consultation fees, experts fees, and Future Claims administration costs incurred by the Reorganized Sale Debtors in administering and defending claims asserted against the 45 Reorganized Sale Debtors after the Effective Date; and (ii) for the payment of settlement amounts up to and including $5,000 in any one matter. (b) The foregoing authorization of disbursement to the Reorganized Sale Debtors may be modified or withdrawn, in any specific instance, upon motion of the Liquidation Trust and Order of this Court upon a showing that the expenditures are not reasonable or that the settlement amounts do not represent a reasonable business judgment on the part of the Reorganized Sale Debtors or are not otherwise appropriate. (c) Disbursements from the DOF Escrow Account to the Reorganized Sale Debtors or at the direction of the Reorganized Sale Debtors for the payment of settlement amounts in excess of $5,000 shall be made only pursuant to further Order of this Court, entered upon the motion of the Reorganized Sale Debtors, after appropriate notice to the Liquidation Trust. (d) When the Liquidation Trust is prepared to make a final distribution to its Beneficiaries, it shall give 30 days notice to the Reorganized Sale Debtors of the Liquidation Trusts' intention to withdraw the balance of the DOF Escrow Account (or such portion of the balance as may be specified in such notice). The Liquidation Trust's withdrawal of the balance of the DOF Escrow Account (or such portion of the balance as may be specified in such notice) is hereby approved without further order of the Court, provided that the Reorganized Sale Debtors have not filed a motion for an order prohibiting such withdrawal within 30 days after receipt of the withdrawal notice. If the Reorganized Sale Debtors shall file a motion opposing such disbursement, the Court shall hear and determine the motion as expeditiously as possible. All burdens of proof and persuasion with respect to such motion shall be borne by the Reorganized Sale Debtors. 46 (e) The Debtors, the Reorganized Sale Debtors, the Liquidation Trust and the beneficiaries of the Liquidation Trust will, for U.S. federal income tax purposes treat the DOF Escrow Account (A) as a "disputed ownership fund" (within the meaning of United States Proposed Treasury Regulations section 1.468B-9) that is taxable in accordance with United States Proposed Treasury Regulations section 1.468B-9(c) and (B) as the owner of the Escrow Property. 52. Cancellation of Interests. Under the Stand Alone Option, effective as of one Business Day after the Effective Date, except as provided in the Plan or in Paragraph 20(k) of this Order, the Interests shall be cancelled and be deemed null and void and worthless and the Reorganized Stand Alone Debtors shall have no further obligations respecting such Interests. 53. Limitation on Dividends. Under the Sale Option of the Plan, the Reorganized Sale Debtors shall file appropriate amendments to their articles of incorporation prohibiting the payment of dividends or other distributions to shareholders except for any final distribution payable to shareholders upon the completion of the Reorganized Sale Debtors dissolution and wind-down operations. 54. Exemption From Stamp Taxes. (a) Pursuant to section 1146(c) of the Bankruptcy Code, the issuance, transfer, or exchange of any security, or the making, delivery, filing, or recording of any instrument of transfer under the Plan shall not be taxed under any law imposing a stamp tax, or similar tax. (b) Without limiting the generality of Subparagraph (a) of this Paragraph, the making, delivery, filing, or recording at any time of any deed, bill of sale, mortgage, leasehold mortgage, deed of trust, leasehold deed of trust, memorandum of lease, 47 notice of lease, assignment, leasehold assignment, security agreement, financing statement, or other instrument of absolute or collateral transfer required by, or deemed necessary or desirable by the parties to, the mergers contemplated in the Plan or the parties to the Purchase Agreement, and other agreements or instruments related thereto shall not be so taxed. (c) All filing or recording officers, wherever located and by whomever appointed, are hereby directed to accept for filing or recording, and to file or record immediately upon presentation thereof, all such deeds, bills of sale, mortgages, leasehold mortgages, deeds of trust, leasehold deeds of trust, memoranda of lease, notices of lease, assignments, leasehold assignments, security agreements, financing statements, and other instruments of absolute or collateral transfer without payment of any stamp tax, or similar tax imposed by federal, state, or local law. Notice in the form annexed hereto as Exhibit E, (i) shall have the effect of an Order of this Court, (ii) shall constitute sufficient notice of the entry of this Order to such filing and recording officers, and (iii) shall be a recordable instrument notwithstanding any contrary provision of nonbankruptcy law. This Court specifically retains jurisdiction to enforce the foregoing direction, by contempt or otherwise. 55. Treatment of New Common Stock and Beneficial Interests. To the extent, if any, that they constitute "securities," the issuance and distribution of (i) the New Common Stock (including distributions into and out of the Stand Alone Voting Trust) and (ii) the beneficial interests in the Liquidation Trust under the Plan have been duly authorized, and when issued as provided in the Plan, will be validly issued, fully paid and nonassessable. In addition, under section 1145 of the Bankruptcy Code, to the extent, if any, that the above-listed items constitute "securities," the offering of such items is exempt and the issuance and distribution of 48 such items will be exempt from section 5 of the Securities Act of 1933 and any state or local law requiring registration prior to the offering, issuance, distribution or sale of securities. 56. Conflicts. In the event of any conflict or inconsistency between the terms of the Plan, this Order, the Disclosure Statement, the Purchase Agreement or any other documents or agreements authorized or controlled by the Plan or this Order, Section 11.8 of the Plan shall control. 57. Recoupment. Nothing in the Plan or this Confirmation Order shall bar assertion of any recoupment claim or defense. Without limiting the generality of the foregoing, nothing in the Plan or this Confirmation Order shall in any way bar a consumer from asserting a recoupment claim or defense against a holder of a loan contract pursuant to applicable Federal or state truth-in-lending laws or similar consumer credit protection laws, including, but not limited to, recoupment under FTC Trade Regulation Rule 433.2, CFR 433.2, or 15 U.S.C. Sections 1601, et seq. 58. Dissolution of the Official Committee of Unsecured Creditors. On the Effective Date, the Creditors' Committee shall be deemed dissolved in accordance with and subject to Section 6.3(h) of the Plan. 59. Privileges. The Liquidation Trust, the Reorganized Sale Debtors (under the Sale Option) and the Reorganized Stand Alone Debtors (under the Stand Alone Option) shall constitute successors of the Debtors for purposes of continuing the privileged nature of any such communications shared with them. 60. Sale of Assets to the Buyer. The sale of the Debtors' assets to the Buyer pursuant to the Sale Option of the Plan and the Order Approving and Confirming Results of Auction with Respect to Proposed Sale Pursuant to Plan of Reorganization (D.I. 3449) is 49 approved pursuant to Bankruptcy Code sections 363, 365, 1123, and 1129. The Buyer and Berkshire have acted in good faith for the purposes of Bankruptcy Code section 363(m) with respect to the Purchase Agreement and the sale of the Debtors' Assets. 61. Approval of Plan-Related Documents. The Purchase Agreement, including all other documents attached thereto and incorporated therein, and all other documents necessary to consummate the Purchase Agreement with the Buyer and all documents necessary to consummate the Stand Alone Option under the Plan, are approved in all respects and all parties thereto are authorized and directed to perform all of their obligations thereunder. All documents in the Plan Supplement, which are in substantially final form, are approved; such documents may be modified or amended as necessary to implement the Plan in accordance with this Order and the Plan. The Debtors, the Reorganized Sale Debtors, the Liquidation Trust and the Buyer are authorized to enter into any other such agreement or make amendments to the Purchase Agreement or Plan Supplement documents as necessary to implement the Plan in accordance with this Order and the Plan. 62. Revesting and Transfers of Property. (a) Pursuant to section 1141(b) of the Bankruptcy Code, the assets and property of the Estates and of the Debtors shall vest, revest or be transferred in accordance with Section 6.1(c) of the Plan under the Sale Option of the Plan and Section 6.2(a) of the Plan under the Stand Alone Option of the Plan. (b) Each of the transfers of property by the Debtors to the Buyer shall be made by Debtors and transferred to the Buyer on the Effective Date. Each of the transfers of property by Debtors to the Buyer (i) are or shall be legal, valid and effective transfers of property, (ii) vest or shall vest the Buyer with good title to such property free and clear of all 50 liens, charges, claims, encumbrances or interests, except as expressly provided in the Plan, the Purchase Agreement or this Order (including without limitation any and all OFC and OIC Tax Claims and Future Claims), (iii) do not and shall not constitute avoidable transfers under the Bankruptcy Code or under applicable bankruptcy or nonbankruptcy law, and (iv) do not and shall not subject the Buyer to any liability by reason of such transfer under the Bankruptcy Code or under applicable nonbankruptcy law, including, without limitation, any laws affecting successor or transferee liability. (c) Each of the transfers of property by the Debtors to the Liquidation Trust, the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors, the DOF Escrow Account, the Stand Alone Voting Trust and/or Holders of Claims or Interests shall be made by Debtors and transferred to the transferee on the Effective Date. Each of the transfers of property by the Debtors to the Liquidation Trust, the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors, the DOF Escrow Account, the Stand Alone Voting Trust and/or Holders of Claims or Interests under the Plan (i) are or shall be legal, valid and effective transfers of property, (ii) vest or shall vest the transferee with good title to such property free and clear of all liens, charges, claims, encumbrances or interests, except as expressly provided in the Plan or this Order (including without limitation any and all OFC and OIC Tax Claims and Future Claims), (iii) do not and shall not constitute avoidable transfers under the Bankruptcy Code or under applicable bankruptcy or nonbankruptcy law, and (iv) do not and shall not subject the transferee (direct or indirect) to any liability by reason of such transfer under the Bankruptcy Code or under applicable nonbankruptcy law, including, without limitation, any laws affecting successor or transferee liability. 51 63. Termination of the Final DIP Agreement. Subject to the payment in full of all amounts owed under the Final DIP Agreement or other such treatment as agreed to by the Debtors and the DIP Lenders, on the Effective Date, the obligations arising under the Final DIP Agreement shall be deemed to have terminated. Notwithstanding any provision of the Plan to the contrary, under the Sale Option, the Debtors are authorized to pay all amounts due and owing, if any, under the Final DIP Agreement, and such amounts shall be paid in full from the Purchase Consideration on or as soon as reasonably practicable after the Effective Date as Allowed Administrative Claims, and upon such payment in full all liens, mortgages and security interests granted under the Final DIP Agreement shall automatically be extinguished without the need for any filings or further actions under the state or federal laws, and all authorities shall be authorized to accept the Confirmation Order and notice of Effective Date as a release or satisfaction of all such liens, mortgages and security interests. To the extent any further obligations are presented for payment as obligations under the Final DIP Agreement, such obligations will be paid by the Liquidation Trust as Administrative Claims to the extent such obligation are valid Allowed Administrative Claims. Under the Stand Alone Option, the Debtors and the Reorganized Stand Alone Debtors are authorized to pay all amounts due and owing, if any, under the Final DIP Agreement, and such amounts shall be paid in full on or as soon as reasonably practicable after the Effective Date as Allowed Administrative Claims, and upon such payment in full all liens, mortgages and security interests granted under the Final DIP Agreement shall automatically be extinguished without the need for any filings or further actions under the state or federal laws, and all authorities shall be authorized to accept the Confirmation Order and notice of Effective Date as a release or satisfaction of all such liens, mortgages and security interests. 52 64. Approval of the Exit Facility Agreement. Under the Stand Alone Option, the Exit Facility Agreement, including all other documents attached thereto and incorporated therein, including those documents in the Plan Supplement, are approved in all respects and all parties thereto are authorized and directed to perform all of their obligations thereunder. 65. Substantive Consolidation of Consolidating Debtors. Pursuant to sections 105 and 1123 of the Bankruptcy Code and Section 6.3 of the Plan, on the Effective Date, the Estates of the Debtors shall be substantively consolidated solely as and to the extent set forth in Section 6.3 of the Plan. 66. Plan and Confirmation Order Binding. Pursuant to section 1141 of the Bankruptcy Code, subject to the occurrence of the Effective Date, and except as expressly provided in the Plan or this Order, the provisions of the Plan, the Purchase Agreement, and this Order shall be binding upon (a) the Debtors, (b) the Reorganized Sale Debtors, (c) the Reorganized Stand Alone Debtors, (d) the DOF Escrow Account, (e) the Stand Alone Voting Trust, (f) the Liquidation Trust, (g) all Holders of Claims against or Interests in the Debtors, whether or not impaired under the Plan and whether or not, if impaired, such holders accepted the Plan, (h) the Buyer and any other Person acquiring property under the Plan, (i) any other party in interest, (j) any Person or Governmental Unit making an appearance in these Chapter 11 Cases, and (k) each of the foregoing's respective heirs, successors, assigns, trustees, executors, administrators, affiliates, officers, directors, agents, representatives, attorneys, beneficiaries or guardians. 67. Supremacy of Confirmation Order. Except as otherwise set forth herein, this Confirmation Order shall supersede any Orders of the Court issued prior to the Confirmation Date to the extent that those prior Orders may be inconsistent with the Confirmation Order. 53 68. Plan Provisions to Be Given Effect. The failure specifically to include or reference any particular provision of the Plan in this Order shall not diminish or impair the effectiveness of such provision, it being the intent of the Court that the Plan be confirmed in its entirety. 69. Plan Classification Controlling. The classification of Claims for purposes of payment of the Distributions to be made under the Plan is governed solely by the terms of the Plan. The classifications set forth on the Ballots tendered to or returned by the creditors of the Debtors in connection with voting on the Plan (a) were set forth thereon solely for purposes of voting on the acceptance or rejection of the Plan, (b) do not necessarily represent and in no event shall be deemed to modify or otherwise affect the actual classification of such claims under the terms of the Plan for distribution purposes, and (c) may not be relied upon by any creditor as actually representing the actual classification of such claims under the terms of the Plan for distribution purposes. 70. The Record. Except for any orders issued in aid of confirmation at the request of the Debtors or the Creditors' Committee, the record of the Confirmation Hearing is closed. The findings of fact and conclusions of law of this Court set forth herein and at the Confirmation Hearing shall constitute findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, as made applicable herein by Bankruptcy Rule 9014, and the findings of fact and conclusions of the Court at the Confirmation Hearing are incorporated herein by reference. To the extent necessary to address and resolve the objection of Tunnell discussed in Paragraph 20(k) above, the Record may be supplemented solely as to Debtor NDH or with respect to the stock of Debtor NDH, and such supplementation shall in no way impact or effect the closing of the record of the Confirmation Hearing as to the remaining Debtors, nor shall it 54 impact the closing of the Purchase Agreement or consummation of the Plan with respect to the assets of the Debtors other than NDH, except that such closing or consummation shall not result in or cause: (i) the confirmation of the Plan with regard to NDH; (ii) a disposition of any of the assets of NDH; or (iii) a disposition of any of the stock of NDH. 71. Final Fee Application for Professional Fees. Unless otherwise Ordered by the Court, all final applications for payment of Fee Claims shall be filed and served in accordance with Section 2.9 of the Plan. The Court shall retain jurisdiction to determine such fee requests, and the right to extend or change the timetables established herein. 72. Failure to Consummate Plan. If the Effective Date does not occur, then: (a) this Order shall be vacated and shall be of no further force and effect, (b) no distributions under the Plan shall be made, (c) the Debtors and all holders of Claims and Interests shall be restored to the status quo ante as of the day immediately preceding the Confirmation Date as though the Confirmation Date never occurred, and (d) the Debtors' obligations with respect to Claims and Interests shall remain unchanged. In such event, nothing contained in this Order, any Order in aid of consummation of the Plan, or the Plan, and no acts taken in preparation for consummation of the Plan, (a) shall be deemed to constitute a waiver or release of any Claims or Interests by or against any member of the Debtors or any other Person, to prejudice in any manner the rights of the Debtors or any Person or entity in any further proceedings involving the Debtors, or to constitute an admission of any sort by the Debtors or any other Person as to any issue, including, without limitation, issues relating to the ownership by or the rights of the Debtors in all or any part of the property (including inventory) owned, sold, held by or in the possession of any Debtors or (b) shall be construed as a finding of fact or conclusion of law in respect thereof. 55 73. Retention of Jurisdiction. This Court shall retain jurisdiction in accordance with the terms of Section 11.1 of the Plan, the other provisions of this Order, and section 1142 of the Bankruptcy Code. 74. Notice of Entry of Confirmation Order. In accordance with Bankruptcy Rules 2002 and 3020(c), on or before the Effective Date, the Debtors (or its successors or agents) shall give notice of the entry of this Order, in substantially the form of the proposed notice attached as Exhibit E hereto (the "Notice of Confirmation"), which is hereby approved, by United States first class mail postage prepaid, by hand or by overnight courier service to, without duplication, (a) the United States Trustee, (b) counsel for the Committee, (c) counsel for DIP Lenders, (d) the Securities and Exchange Commission, (e) the entities that requested notice of amendments to the Plan, the Disclosure Statement and other documents or who objected to the Disclosure Statement or confirmation of the Plan, (f) entities that requested notices under Bankruptcy Rule 2002, (g) the Internal Revenue Service, (h) the United States Attorney for the District of Delaware, (i) counsel to GNMA and FHA and (j) all creditors that have filed proofs of claim in these Chapter 11 Cases or that are scheduled in the Debtors' schedules of assets and liabilities, or any amendment or modification thereto. The Debtors shall also publish the Notice of Confirmation in a national daily newspaper of their choosing. The Debtors are hereby empowered to make conforming changes to the Notice of Confirmation prior to its distribution for the purposes of conforming it to the Plan and this Order. 75. Returned Mail. Notwithstanding anything to the contrary herein, no notice or service of any kind will be required to be mailed or made upon any person to whom the Debtors mailed a notice of the hearing on the Disclosure Statement or the various packages containing, among other things, notice of the date for the Confirmation Hearing, but received any 56 of such notices returned by the United States Postal Service marked "undeliverable as addressed," "moved - left no forwarding address" or "forwarding Order expired," or similar reason, unless the Debtors has been informed in writing by such person of that person's new address. 76. Effective Date. The Plan will become effective on the Effective Date as provided in the Plan. 77. Authorization to Close. This Court directs that Bankruptcy Rule 3020(e) shall not apply to this Order and authorizes the plan proponents to consummate the Plan immediately after entry of this Order, except as otherwise provided in this Order. 78. Sufficiency of Notice of Confirmation. Mailing and publication of the Notice of Confirmation in the time and manner as set forth in this Order is adequate to bind all Holders of Claims and Interests, and all other parties in interest, to this Order, the Plan and all other related documents, and satisfies the requirements of Bankruptcy Rules 2002 and 3020(c). No further notice is necessary. Dated: Wilmington, Delaware March ____, 2004 ______________________________________ THE HONORABLE PETER J. WALSH UNITED STATES BANKRUPTCY JUDGE 57 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE IN RE: ) Chapter 11 ) OAKWOOD HOMES CORPORATION, ) Case No. 02-13396 (PJW) et al.,(4) ) Debtors. ) Jointly Administered ) ) Related to Docket Nos. 3503, 3504 & 3759 ______________________________) FINDINGS OF FACT AND CONCLUSIONS OF LAW RELATING TO, AND ORDER UNDER 11 U.S.C. SECTIONS 1129(A) AND (B) CONFIRMING, SECOND AMENDED JOINT CONSOLIDATED PLAN OF REORGANIZATION OF OAKWOOD HOMES CORPORATION AND ITS AFFILIATED DEBTORS AND DEBTORS IN POSSESSION, DATED FEBRUARY 6, 2004 Dated: March ___, 2004 - ------------------------ (4) The Plan is being confirmed with regard to the following debtor entities: Oakwood Homes Corporation, Dream Street Company, LLC, Oakwood Shared Services, LLC, HBOS Manufacturing, LP, Oakwood MHD4, LLC, Oakwood Acceptance Corporation, LLC, Oakwood Mobile Homes, Inc., Suburban Home Sales, Inc., FSI Financial Services, Inc., Home Service Contract, Inc., Tri-State Insurance Agency, Inc., Golden West Leasing, LLC, Crest Capital, LLC, Preferred Housing Services, LP., Oakwood Financial Corporation, Oakwood Investment Corporation, and Oakwood Servicing Holdings Co., LLC. As noted herein, New Dimension Homes, Inc. ("NDH") has elected to not seek entry of an order of confirmation of the Plan (as defined hereto) at this time. Notwithstanding this, these findings of fact and conclusions of law apply to all of the Debtors, including NDH. NDH is not seeking entry of a confirmation order as it has agreed to adjourn the objection of Tunnell (as defined herein) and the effect of confirmation as to NDH until the next omnibus hearing in these Chapter 11 Cases. TABLE OF CONTENTS

Page ---- RECITALS 1 FINDINGS OF FACTS AND CONCLUSIONS OF LAW 5 I. IT IS HEREBY FOUND AND DETERMINED THAT 5 1. CORE PROCEEDING (28 U.S.C. Section 157(B)(2)) 5 2. ADEQUACY OF THE DISCLOSURE STATEMENT AND SOLICITATION OF VOTES AS TO THE SMALL BUSINESS DEBTORS. 5 3. TRANSMITTAL AND MAILING OF MATERIALS; NOTICE 6 4. PLAN COMPLIANCE WITH BANKRUPTCY CODE (11 U.S.C. Section 1129(A)(1)) 6 5. COMPLIANCE WITH THE BANKRUPTCY CODE (11 U.S.C. Section 1129(A)(2)) 8 6. PLAN PROPOSED IN GOOD FAITH (11 U.S.C. Section 1129(A)(3)) 10 7. PAYMENTS FOR SERVICES OR COSTS AND EXPENSES (11 U.S.C. Section 1129(A)(4)) 10 8. DIRECTORS, OFFICERS AND TRUSTEES (11 U.S.C. Section 1129(A)(5)) 10 9. NO RATE CHANGES (11 U.S.C. Section 1129(A)(6)) 11 10. BEST INTERESTS OF CREDITORS TEST (11 U.S.C. Section 1129(A)(7)) 11 11. ACCEPTANCE BY CERTAIN CLASSES (11 U.S.C. Section 1129(A)(8)) 11 12. TREATMENT OF ADMINISTRATIVE AND TAX CLAIMS (11 U.S.C. Section 1129(A)(9)) 12 13. ACCEPTANCE BY IMPAIRED CLASSES (11 U.S.C. Section 1129(A)(10)) 12 14. FEASIBILITY (11 U.S.C. Section 1129(A)(11)) 12

i 15. PAYMENT OF FEES (11 U.S.C. Section 1129(A)(12)) 12 16. CONTINUATION OF RETIREE BENEFITS (11 U.S.C. Section 1129 (A)(13)) 13 17. FAIR AND EQUITABLE; NO UNFAIR DISCRIMINATION (11 U.S.C. Section 1129(B)) 13 18. PRINCIPAL PURPOSE OF PLAN (11 U.S.C. Section 1129(D)) 13 19. TECHNICAL AMENDMENTS AND NON-MATERIAL MODIFICATIONS 14 20. OBJECTIONS 14 21. SUCCESSORS OF THE DEBTORS 23 22. EXEMPTION FROM SECURITIES LAWS (11 U.S.C. Section 1145(A)) 24 23. GOOD FAITH SOLICITATION; GOOD FAITH SALE OF SECURITIES (11 U.S.C. Section 1125(E)) 24 24. ASSUMPTION AND ASSIGNMENT DETERMINATIONS 25 25. DISCHARGE, RELEASE, EXCULPATION, INDEMNIFICATION, INJUNCTION AND WAIVER 26 26. INTENT TO CHANNEL UNDISCHARGED AND UNRELEASED OFC AND OIC TAX AND FUTURE CLAIMS. 27 27. NOTICE OF CHANNELING FUTURE CLAIMS. 28 28. ADEQUATE CAPITALIZATION OF THE REORGANIZED SALE DEBTORS 29 29. CAUSE FOR SUBSTANTIVE CONSOLIDATION 29 30. TRANSFERS OF PROPERTY 29 31. FACTUAL BASIS FOR APPROVAL OF RULE 9019(A) SETTLEMENTS 30 32. DISCHARGE 31 33. CONDITIONS TO CONFIRMATION 31 ii 34. JURISDICTION 31 II. NOW, THEREFORE, IT IS HEREBY ORDERED THAT: 31 35. DISCLOSURE 31 36. CONFIRMATION 31 37. OBJECTIONS 31 38. PROVISIONS OF PLAN AND ORDER NONSEVERABLE AND MUTUALLY DEPENDENT 32 39. EXECUTORY CONTRACTS AND UNEXPIRED LEASES 32 40. THE LIQUIDATION TRUST 34 41. TRUST AS GRANTOR TRUST 36 42. THE STAND ALONE VOTING TRUST 37 43. DISCHARGE, INJUNCTION, RELEASE, AND EXCULPATION 37 44. RELEASE OF THE DEBTORS' CLAIMS 41 45. APPROVAL OF RULE 9019(A) SETTLEMENTS 41 46. APPROVAL OF INITIAL MEMBERS OF THE LIQUIDATION TRUST ADVISORY COMMITTEE, THE LIQUIDATION TRUST, THE STAND ALONE VOTING TRUST, AND THE OFFICERS AND DIRECTORS OF THE REORGANIZED SALE DEBTORS AND STAND ALONE DEBTORS 41 47. ENVIRONMENTAL LAWS 42 48. GENERAL AUTHORIZATIONS 42 49. RECAPITALIZATION AND RESTRUCTURING OF THE REORGANIZED SALE DEBTORS. 43 50. AUTHORIZATION OF THE SOLE OFFICER AND DIRECTOR OF THE REORGANIZED SALE DEBTORS. 44 51. DISPUTED 45 52. CANCELLATION OF INTERESTS 47 iii 53. LIMITATION 47 54. Exemption From Stamp Taxes 47 55. TREATMENT OF NEW COMMON STOCK AND BENEFICIAL INTERESTS 48 56. CONFLICTS 49 57. RECOUPMENT 49 58. DISSOLUTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS 49 59. PRIVILEGES. 49 60. SALE OF ASSETS TO THE BUYER 49 61. APPROVAL OF PLAN-RELATED DOCUMENTS 50 62. REVESTING AND TRANSFERS OF PROPERTY 50 63. TERMINATION OF THE FINAL DIP AGREEMENT 52 64. APPROVAL OF THE EXIT FACILITY AGREEMENT 53 65. SUBSTANTIVE CONSOLIDATION OF CONSOLIDATING DEBTORS 53 66. PLAN AND CONFIRMATION ORDER BINDING 53 67. SUPREMACY OF CONFIRMATION ORDER 53 68. PLAN PROVISIONS TO BE GIVEN EFFECT 54 69. PLAN CLASSIFICATION CONTROLLING 54 70. THE RECORD 54 71. FINAL FEE APPLICATION FOR 55 72. FAILURE TO CONSUMMATE PLAN 55 73. RETENTION OF JURISDICTION 56 74. NOTICE OF ENTRY OF CONFIRMATION ORDER 56 75. RETURNED MAIL 56 iv 76. EFFECTIVE DATE. THE PLAN WILL BECOME EFFECTIVE ON THE EFFECTIVE DATE AS PROVIDED IN THE PLAN. 57 77. AUTHORIZATION TO CLOSE 57 78. SUFFICIENCY OF NOTICE OF CONFIRMATION 57 v EX-2.2 4 g88345exv2w2.txt EX-2.2 EXHIBIT 2.2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE IN RE: ) Chapter 11 ) OAKWOOD HOMES CORPORATION, ) Case No. 02-13396 (PJW) et al.,(1) ) Debtors. ) Jointly Administered ) ) ) SECOND AMENDED JOINT CONSOLIDATED PLAN OF REORGANIZATION OF OAKWOOD HOMES CORPORATION AND ITS AFFILIATED DEBTORS AND DEBTORS-IN-POSSESSION Dated: February 6, 2004 MORRIS, NICHOLS, ARSHT & TUNNELL Robert J. Dehney (No. 3578) Derek C. Abbott (No. 3376) Daniel B. Butz (No. 4227) 1201 North Market Street P.O. Box 1347 Wilmington, Delaware 19899-1347 (302) 658-9200 - and - RAYBURN COOPER & DURHAM, P.A. C. Richard Rayburn, Jr. Albert F. Durham Patricia B. Edmondson 1200 Carillon, 227 West Trade Street Charlotte, North Carolina 28202-1675 (704) 334-0891 Co-Counsel for Oakwood Homes Corporation, et al., Debtors and Debtors In Possession - --------------------- (1) The Debtors are the following entities: Oakwood Homes Corporation, New Dimension Homes, Inc., Dream Street Company, LLC, Oakwood Shared Services, LLC, HBOS Manufacturing, LP, Oakwood MHD4, LLC, Oakwood Acceptance Corporation, LLC, Oakwood Mobile Homes, Inc., Suburban Home Sales, Inc., FSI Financial Services, Inc., Home Service Contract, Inc., Tri-State Insurance Agency, Inc., Golden West Leasing, LLC, Crest Capital, LLC and Preferred Housing Services, LP. THIS PLAN AND THE DISCLOSURE STATEMENT HAVE NOT BEEN REQUIRED TO BE PREPARED IN ACCORDANCE WITH FEDERAL OR STATE SECURITIES LAWS OR OTHER APPLICABLE NONBANKRUPTCY LAW. PERSONS OR ENTITIES TRADING IN OR OTHERWISE PURCHASING, SELLING OR TRANSFERRING SECURITIES WHETHER DEBT OR EQUITY OF THE DEBTORS SHOULD EVALUATE THIS PLAN IN LIGHT OF THE PURPOSES FOR WHICH IT WAS PREPARED. AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS AND OTHER ACTUAL, THREATENED OR POTENTIAL ACTIONS, THIS PLAN AND THE DISCLOSURE STATEMENT SHALL NOT BE DEEMED OR CONSTRUED AS AN ADMISSION, STIPULATION OR WAIVER, BUT RATHER AS A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS. TABLE OF CONTENTS

PAGE ---- ARTICLE I. DEFINITIONS, RULES OF INTERPRETATION, COMPUTATION OF TIME AND GOVERNING LAW 1 1.1 DEFINITIONS. 1 (1) 1997 BONDS SECURED CLAIM 1 (2) 1997-A GUARANTEE 1 (3) 1997-B GUARANTEE 1 (4) 1997-C GUARANTEE 1 (5) 1997-D GUARANTEE 1 (6) 1998 BONDS SECURED CLAIM 2 (7) 1998-B GUARANTEE 2 (8) 1998-C GUARANTEE 2 (9) 1998-D GUARANTEE 2 (10) 1999-A GUARANTEE 2 (11) 1999-B GUARANTEE 2 (12) 1999-C LIMITED GUARANTEE 2 (13) 1999-C GUARANTEE 2 (14) 1999-D GUARANTEE 2 (15) 1999-E GUARANTEE 2 (16) 2000-A GUARANTEE 2 (17) 2000-B GUARANTEE 2 (18) 2001-B GUARANTEE 2 (19) 2001-C GUARANTEE 2 (20) 2001-D GUARANTEE 2 (21) 2001-E GUARANTEE 3 (22) 2002-A GUARANTEE 3 (23) 2002-B GUARANTEE 3 (24) ADMINISTRATIVE CLAIM 3 (25) ADMINISTRATIVE CLAIM BAR DATE ORDER 3 (26) AFFILIATE DEBTOR(S) 3 (27) ALLOWED CLAIM OR INTEREST 3 (28) ALLOWED [CLASS DESIGNATION] CLAIM OR INTEREST 4 (29) AMENDED AND RESTATED BYLAWS 4 (30) AMENDED AND RESTATED CERTIFICATES OF INCORPORATION 4 (31) APPROVAL HEARING 4 (32) ASSETS 4 (33) AUTO SECURED CLAIM 4 (34) AVOIDANCE ACTIONS 4 (35) B-2 REMIC GUARANTEES 4 (36) B-PIECE REMIC CERTIFICATES 5 (37) BALLOT 5

(i) (38) BALLOT DEADLINE 5 (39) BALLOTING AGENT 5 (40) BANKRUPTCY CODE 5 (41) BANKRUPTCY COURT 5 (42) BANKRUPTCY RULES 5 (43) BAR DATE ORDER 5 (44) BERKSHIRE 5 (45) BID PROCEDURES ORDER 5 (46) BSI 5 (47) BUSINESS DAY 6 (48) BUYER 6 (49) CAROLINA SECURED CLAIM 6 (50) CASH 6 (51) CASH EQUIVALENTS 6 (52) CAUSES OF ACTION 6 (53) CHAPTER 11 CASE 6 (54) CLAIM 6 (55) CLAIMS AGENT 7 (56) CLAIMS/INTERESTS OBJECTION DEADLINE 7 (57) CLASS 7 (58) CONFIRMATION DATE 7 (59) CONFIRMATION HEARING 7 (60) CONFIRMATION ORDER 7 (61) CONVENIENCE CLAIM 7 (62) CONVENIENCE CLASS ELECTION 7 (63) CONVENIENCE CLASS OPT-IN ELECTION 7 (64) CONVENIENCE CLASS OPT-OUT ELECTION 7 (65) CREDITORS' COMMITTEE 8 (66) DEBTOR-HELD INTEREST 8 (67) DEBTOR(S) 8 (68) DIP CLAIM 8 (69) DIP LENDERS 8 (70) DISALLOWED 8 (71) DISCLOSURE STATEMENT 8 (72) DISCLOSURE STATEMENT ORDER 8 (73) DISPUTED AMOUNT 8 (74) DISPUTED CLAIM OR INTEREST 9 (75) DISPUTED CLAIMS RESERVE 9 (76) DISTRIBUTION ADDRESS 9 (77) DISTRIBUTION DATE 9 (78) EFFECTIVE DATE 9 (79) ESTATE 9 (80) ESTIMATION ORDER 9 (81) EXCLUDED ASSETS 10 (82) EXCLUDED SALE DEBTOR ASSETS 10 (83) EXCLUDED SALE TRUST ASSETS 10 (84) EXECUTORY CONTRACT SCHEDULE 10 (ii) (85) EXIT FACILITY 10 (86) EXIT FACILITY AGREEMENT 10 (87) EXIT FACILITY LENDER 10 (88) FACE AMOUNT 10 (89) FEE CLAIM 10 (90) FEE ORDER 10 (91) FINAL DIP AGREEMENT 11 (92) FINAL DIP ORDER 11 (93) FINAL ORDER 11 (94) FIRST AMERICAN SECURED CLAIM 11 (95) FOOTHILL 11 (96) FOOTHILL SECURED CLAIM 11 (97) FUTURE CLAIM 11 (98) HOLDER 12 (99) IMPAIRED 12 (100) INITIAL DISTRIBUTION DATE 12 (101) INITIAL STAND ALONE TRUST ASSETS 12 (102) INSIDER 12 (103) INTERCOMPANY CLAIM 12 (104) INTEREST 12 (105) INTERESTED PARTY PROFESSIONALS 12 (106) JPMORGAN 13 (107) JUNIOR NOTES 13 (108) JUNIOR NOTES CLAIM 13 (109) JUNIOR NOTES INDENTURE 13 (110) JUNIOR NOTES INDENTURE TRUSTEE 13 (111) LIEN 13 (112) LIQUIDATION TRUST 13 (113) LIQUIDATION TRUST ADVISORY COMMITTEE 13 (114) LIQUIDATION TRUST AGREEMENT 13 (115) LIQUIDATION TRUSTEE 13 (116) LITIGATION CLAIMS 13 (117) NET PROCEEDS 14 (118) NEW COMMON STOCK 14 (119) NEW WARRANTS 14 (120) NON-DEBTOR-HELD INTEREST 14 (121) OAC 14 (122) OAKWOOD 14 (123) OFC 14 (124) OFC AND OIC TAX CLAIMS 14 (125) OIC 14 (126) OLD COMMON STOCK 14 (127) OMI 15 (128) OMI TRUST 1995-B 15 (129) OMI TRUST 1996-A 15 (130) OMI TRUST 1996-B 15 (131) OMI TRUST 1996-C 15 (iii) (132) OMI TRUST 1997-A 15 (133) OMI TRUST 1997-B 15 (134) OMI TRUST 1997-C 15 (135) OMI TRUST 1997-D 15 (136) OMI TRUST 1998-A 16 (137) OMI TRUST 1998-B 16 (138) OMI TRUST 1998-C 16 (139) OMI TRUST 1998-D 16 (140) OMI TRUST 1999-A 16 (141) OMI TRUST 1999-B 16 (142) OMI TRUST 1999-C 16 (143) OMI TRUST 1999-D 16 (144) OMI TRUST 1999-E 16 (145) OMI TRUST 2000-A 17 (146) OMI TRUST 2000-B 17 (147) OMI TRUST 2000-C 17 (148) OMI TRUST 2000-D 17 (149) OMI TRUST 2001-B 17 (150) OMI TRUST 2001-C 17 (151) OMI TRUST 2001-D 17 (152) OMI TRUST 2001-E 17 (153) OMI TRUST 2002-A 18 (154) OMI TRUST 2002-B 18 (155) OMI TRUST 2002-C 18 (156) OSHC 18 (157) OTHER SECURED AND SETOFF CLAIM 18 (158) OTHER UNSECURED CLAIMS 18 (159) PERSON 18 (160) PETITION DATE 18 (161) PLAN 18 (162) PLAN SUPPLEMENT 18 (163) PNC 18 (164) PREPETITION LOAN AGREEMENT 18 (165) PRIORITY NON-TAX CLAIM 19 (166) PRIORITY TAX CLAIM 19 (167) PROOF OF CLAIM 19 (168) PURCHASE AGREEMENT 19 (169) PURCHASE CONSIDERATION 19 (170) PURCHASED BUSINESS 19 (171) QUARTERLY DISTRIBUTION DATE 19 (172) RATABLE, RATABLY OR RATABLE SHARE 19 (173) RECORD DATE 19 (174) REMIC GUARANTEE CLAIMS 19 (175) REMIC TRUSTEE 19 (176) REMIC TRUSTS 19 (177) REORGANIZED SALE DEBTORS 20 (178) REORGANIZED SALE OKWD 20 (iv) (179) REORGANIZED SALE DEBTORS CAPITALIZATION AMOUNT 20 (180) REORGANIZED STAND ALONE DEBTORS 20 (181) REORGANIZED STAND ALONE OAKWOOD 20 (182) RESECURITIZATION NOTE 20 (183) RESECURITIZATION NOTE PUT OPTION 20 (184) RESECURITIZATION TRUST 20 (185) RESECURITIZATION TRUSTEE 21 (186) RESIDUAL REMIC CERTIFICATES 21 (187) SALE OPTION 21 (188) SCHEDULE OF ASSETS AND LIABILITIES 21 (189) SECURED CLAIM 21 (190) SECURED TAX CLAIM 21 (191) SENIOR NOTES 21 (192) SENIOR NOTES CLAIM 21 (193) SENIOR NOTES INDENTURE 21 (194) SENIOR NOTES INDENTURE TRUSTEE 21 (195) SERVICING AGREEMENTS 22 (196) SOLICITATION PROCEDURES ORDER 22 (197) STAND ALONE OPTION 22 (198) STAND ALONE VOTING TRUST 22 (199) STAND ALONE VOTING TRUST AGREEMENT 22 (200) STAND ALONE VOTING TRUSTEE 22 (201) STATEMENT OF FINANCIAL AFFAIRS 22 (202) SUBSERVICING AGREEMENTS 22 (203) THOMAS SECURED CLAIM 22 (204) TRANSFER 22 (205) U.S. BANK SECURED CLAIM 22 (206) U.S. GOVERNMENT OBLIGATIONS 22 (207) UNCLAIMED PROPERTY 23 (208) UNIMPAIRED 23 (209) UNITED STATES TRUSTEE 23 (210) UNSECURED CLAIM 23 (211) WARRANT AGREEMENT 23 (212) X REMIC CERTIFICATES 23 1.2 RULES OF INTERPRETATION, COMPUTATION OF TIME AND GOVERNING LAW. 23 (a) Rules of Interpretation. 23 (b) Computation of Time. 24 (c) Governing Law. 24 ARTICLE II. METHOD OF CLASSIFICATION OF CLAIMS AND INTERESTS AND GENERAL PROVISIONS 24 2.1 GENERAL RULES OF CLASSIFICATION. 24 2.2 HOLDERS OF CLAIMS ENTITLED TO VOTE. 25 2.3 ACCEPTANCE BY IMPAIRED CLASSES. 25 2.4 NON-CONSENSUAL CONFIRMATION. 25 (v) 2.5 ADMINISTRATIVE CLAIMS, PRIORITY TAX CLAIMS AND FEE CLAIMS. 25 2.6 SPECIAL PROVISION REGARDING UNIMPAIRED CLAIMS. 25 2.7 INTENTIONALLY OMITTED. 25 2.8 BAR DATES FOR ADMINISTRATIVE CLAIMS. 25 2.9 BAR DATE FOR FEE CLAIMS. 26 ARTICLE III. UNCLASSIFIED CLAIMS 26 3.1 ADMINISTRATIVE CLAIMS. 26 3.2 PRIORITY TAX CLAIMS. 27 3.3 FEE CLAIMS. 27 3.4 OFC AND OIC TAX CLAIMS. 27 ARTICLE IV. CLASSIFICATION, TREATMENT AND VOTING OF CLAIMS AND INTERESTS 28 4.1 SUMMARY. 28 4.2 CLASS 1 (PRIORITY NON-TAX CLAIMS). 29 4.3 CLASS 2A (SECURED TAX CLAIMS). 29 4.4 CLASS 2B (1997 BONDS SECURED CLAIMS). 30 4.5 CLASS 2C (1998 BONDS SECURED CLAIMS). 30 4.6 CLASS 2D (AUTO SECURED CLAIMS). 31 4.7 CLASS 2E (CAROLINA SECURED CLAIMS). 31 4.8 CLASS 2F (FIRST AMERICAN SECURED CLAIMS). 32 4.9 CLASS 2G (FOOTHILL SECURED CLAIMS). 32 4.10 INTENTIONALLY OMITTED. 33 4.11 INTENTIONALLY OMITTED. 33 4.12 CLASS 2J (THOMAS SECURED CLAIMS). 33 4.13 CLASS 2K (U.S. BANK SECURED CLAIMS). 34 4.14 CLASS 2L (OTHER SECURED AND SETOFF CLAIMS). 34 4.15 CLASS 3 (CONVENIENCE CLAIMS). 35 4.16 CLASS 4A (SENIOR NOTES CLAIMS). 36 4.17 CLASS 4B (JUNIOR NOTES CLAIMS). 36 4.18 CLASS 4C (REMIC GUARANTEE CLAIMS). 36 4.19 CLASS 4D (LITIGATION CLAIMS). 37 4.20 CLASS 4E (OTHER UNSECURED CLAIMS). 37 4.21 INTENTIONALLY OMITTED. 38 4.22 CLASS 6A (NON-DEBTOR-HELD INTERESTS). 38 4.23 INTENTIONALLY OMITTED. 38 ARTICLE V. CONDITIONS PRECEDENT 38 5.1 CONDITIONS TO CONFIRMATION. 38 (a) Under the Sale Option. 38 (b) Under the Stand Alone Option. 41 5.2 CONDITIONS TO CONSUMMATION. 42 (a) Under the Sale Option. 42 (b) Under the Stand Alone Option. 43 5.3 WAIVER OF CONDITIONS. 44 (vi) 5.4 EFFECT OF NONOCCURRENCE OF THE CONDITIONS TO CONSUMMATION. 44 ARTICLE VI. IMPLEMENTATION 44 6.1 PLAN IMPLEMENTATION UNDER THE SALE OPTION. 45 (a) Consummation of Sale Transaction. 45 (b) Authorization of the Sale Transaction. 45 (c) Revesting and Transfer of Assets. 45 (d) Merger of Debtors and Vesting of Assets in Reorganized Sale Debtors. 46 (e) Treatment of Old Common Stock, Interests and Beneficial Interest in the Liquidation Trust. 46 (f) Considerations Regarding the Additional Debtors. 46 (g) Distributions of Cash. 47 6.2 PLAN IMPLEMENTATION UNDER THE STAND ALONE OPTION. 47 (a) Vesting of Assets. 47 (b) Amended and Restated Certificates of Incorporation. 47 (c) Amended and Restated Bylaws. 48 (d) New Securities. 48 (e) Directors. 48 (f) Officers. 49 (g) Employment Contracts and Professional Retentions. 49 (h) Corporate Action and Other Documents and Actions. 49 (i) Approval of the Exit Facility. 49 (j) Distributions of Cash. 50 (k) Distributions of Proceeds from the Liquidation Trust. 50 6.3 PROVISIONS CONCERNING PLAN IMPLEMENTATION UNDER BOTH THE SALE OPTION AND THE STAND ALONE OPTION. 50 (a) Substantive Consolidation. 50 (b) Creation of the Liquidation Trust. 51 (c) Federal Income Tax Treatment of the Trust for the Liquidation Trust Assets. 52 (d) Appointment of Liquidation Trustee 54 (e) The Liquidation Trust Advisory Committee. 54 (f) Causes of Actions and Defenses. 55 (g) Termination of the Final DIP Agreement. 56 (h) Dissolution of the Creditors' Committee. 56 ARTICLE VII. EFFECTS OF PLAN CONFIRMATION 56 (vii) 7.1 DISCHARGE. 56 7.2 RETENTION OF CAUSES OF ACTION/RESERVATION OF RIGHTS. 57 7.3 POST-CONSUMMATION EFFECT OF EVIDENCE OF CLAIMS OR INTERESTS. 57 7.4 TREATMENT OF FUTURE CLAIMS. 58 7.5 LIMITED RELEASES BY DEBTORS. 58 7.6 TERM OF INJUNCTIONS OR STAYS. 59 7.7 EXCULPATION. 59 7.8 INJUNCTION. 59 7.9 WAIVER OF CERTAIN CLAIMS. 60 7.10 INTENTIONALLY OMITTED. 61 7.11 RELEASE OF LIENS AND PERFECTION OF LIENS. 61 7.12 INSURANCE PRESERVATION. 62 ARTICLE VIII. GENERAL PROVISIONS REGARDING TREATMENT OF CLAIMS AND INTERESTS AND DISTRIBUTIONS UNDER THE PLAN 62 8.1 SPECIAL CONSIDERATIONS FOR DISTRIBUTIONS TO CLASSES 4A, 4B AND 4C. 62 8.2 DISPUTED CLAIM RESERVES AND STAND ALONE VOTING TRUST. 63 (a) Establishment of Disputed Claim Reserves for Cash Distributions. 63 (b) Establishment of the Stand Alone Voting Trust for New Common Stock and New Warrant Distribution. 63 (c) Amounts to Be Reserved. 63 (d) Distribution. 64 (e) Termination of Disputed Claim Reserve or Stand Alone Voting Trust. 64 (f) Limitation of Liability for Funding the Disputed Claim Reserve. 64 8.3 TRANSMITTAL OF DISTRIBUTIONS AND NOTICES. 65 8.4 UNCLAIMED DISTRIBUTIONS. 65 8.5 SETOFFS. 65 8.6 WITHHOLDING TAXES AND EXPENSES OF DISTRIBUTION. 65 8.7 ALLOCATION OF PLAN DISTRIBUTIONS BETWEEN PRINCIPAL AND INTEREST. 66 8.8 DISPUTED IDENTITY OF HOLDER. 66 8.9 TRANSFERS OF CLAIMS. 66 8.10 METHOD OF CASH DISTRIBUTIONS. 67 8.11 DE MINIMIS DISTRIBUTIONS. 67 8.12 NO DISTRIBUTION IN EXCESS OF ALLOWED AMOUNT OF CLAIM. 67 8.13 EXEMPTION FROM CERTAIN TRANSFER TAXES. 67 (viii) ARTICLE IX. EXECUTORY CONTRACTS AND UNEXPIRED LEASES 68 9.1 ASSUMPTION OR REJECTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES. 68 9.2 BAR DATE FOR REJECTION DAMAGES. 69 9.3 PROCEDURES FOR THE DETERMINATION OF CURE AMOUNTS. 69 ARTICLE X. DISPUTED, CONTINGENT AND UNLIQUIDATED CLAIMS AND INTERESTS 70 10.1 OBJECTIONS TO CLAIMS AND INTERESTS. 70 10.2 ESTIMATION OF CLAIMS OR INTERESTS. 70 10.3 AMENDMENTS TO CLAIMS OR INTERESTS. 71 10.4 AUTHORITY TO SETTLE DISPUTED CLAIMS OR INTERESTS. 71 10.5 NO RECOURSE. 71 ARTICLE XI. ADMINISTRATIVE PROVISIONS 72 11.1 RETENTION OF JURISDICTION. 72 11.2 INTENTIONALLY OMITTED. 74 11.3 AMENDMENTS. 74 (a) Preconfirmation Amendment. 74 (b) Postconfirmation/Preconsummation Amendment Not Requiring Resolicitation. 75 (c) Postconfirmation/Preconsummation Amendment Requiring Resolicitation. 75 11.4 SEVERABILITY OF PLAN PROVISIONS. 75 11.5 SUCCESSORS AND ASSIGNS. 75 11.6 EFFECTUATING DOCUMENTS AND FURTHER TRANSACTIONS. 76 11.7 PLAN SUPPLEMENT. 76 11.8 CONFIRMATION ORDER AND PLAN CONTROL. 76 11.9 PAYMENT OF STATUTORY FEES. 76 11.10 WITHDRAWAL OF PLAN. 76 11.11 PAYMENT DATES. 77 11.12 NOTICES. 77 11.13 NO ADMISSIONS. 78 ARTICLE XII. CONFIRMATION REQUEST 79 (ix) INTRODUCTION The Chapter 11 Cases of Oakwood Homes Corporation, Oakwood Mobile Homes, Inc., Oakwood Acceptance Corporation, LLC, HBOS Manufacturing, LP, Suburban Home Sales, Inc., FSI Financial Services, Inc., Home Service Contract, Inc., Tri-State Insurance Agency, Inc., New Dimension Homes, Inc., Dreamstreet Company, LLC, Golden West Leasing, LLC, Crest Capital, LLC, Oakwood Shared Services, LLC, Preferred Housing Services, LP, Oakwood MHD4, LLC, Oakwood Financial Corporation, Oakwood Investment Corporation and Oakwood Servicing Holdings Co., LLC, have been consolidated for procedural purposes only and are being jointly administered pursuant to an order of the Bankruptcy Court. The Plan is proposed by the Debtors. Reference is made to the Disclosure Statement for a discussion of, among other things, the Debtors' history, businesses, historical financial information and properties, and for a summary of the Plan. All creditors entitled to vote on the Plan should review the Disclosure Statement and the terms of the Plan before voting to accept or reject the Plan. In addition, there are other agreements and documents which have been or will be filed as the Plan Supplement which are referenced in the Plan and/or the Disclosure Statement and will be available for review. No solicitation materials, other than the Disclosure Statement and related materials transmitted therewith and approved by the Bankruptcy Court, have been authorized by the Bankruptcy Court for use in soliciting acceptances or rejections of the Plan. ARTICLE I. DEFINITIONS, RULES OF INTERPRETATION, COMPUTATION OF TIME AND GOVERNING LAW 1.1 DEFINITIONS. The capitalized terms set forth below shall have the following meanings: (1) 1997 BONDS SECURED CLAIM means that portion of the Claim of Wells Fargo Bank, N.A. arising under loan agreements with Elkhart County, Indiana respecting certain variable rate demand economic development bonds, but only to the extent that it is a Secured Claim secured by a Letter of Credit Mortgage on Debtor HBOS Manufacturing, LP's plant in Elkhart County, Indiana. (2) 1997-A GUARANTEE means the Limited Guarantee by Oakwood, dated February 1, 1997, of the B-Piece REMIC Certificates issued by OMI Trust 1997-A. (3) 1997-B GUARANTEE means the Limited Guarantee by Oakwood, dated May 1, 1997, of the B-Piece REMIC Certificates issued by OMI Trust 1997-B. (4) 1997-C GUARANTEE means the Limited Guarantee by Oakwood, dated August 1, 1997, of the B-Piece REMIC Certificates issued by OMI Trust 1997-C. (5) 1997-D GUARANTEE means the Limited Guarantee by Oakwood, dated November 1, 1997, of the B-Piece REMIC Certificates issued by OMI Trust 1997-D. 1 (6) 1998 BONDS SECURED CLAIM means that portion of the Claim of Wells Fargo Bank, N.A. arising under loan agreements with Kosciusko County, Indiana respecting certain variable rate demand economic development bonds, but only to the extent that it is a Secured Claim secured by a Letter of Credit and Mortgage on Debtor HBOS Manufacturing, LP's plant in Kosciusko County, Indiana. (7) 1998-B GUARANTEE means the Limited Guarantee by Oakwood, dated May 1, 1998, of the B-Piece REMIC Certificates issued by OMI Trust 1998-B. (8) 1998-C GUARANTEE means the Guarantee by Oakwood, dated August 10, 2001, of the B-Piece REMIC Certificates issued by OMI Trust 1998-C. (9) 1998-D GUARANTEE means the Limited Guarantee by Oakwood, dated October 1, 1998, of the B-Piece REMIC Certificates issued by OMI Trust 1998-D. (10) 1999-A GUARANTEE means the Limited Guarantee by Oakwood, dated January 1, 1999, of the B-Piece REMIC Certificates issued by OMI Trust 1999-A. (11) 1999-B GUARANTEE means the Limited Guarantee by Oakwood, dated April 1, 1999, of the B-Piece REMIC Certificates issued by OMI Trust 1999-B. (12) 1999-C LIMITED GUARANTEE means the Limited Guarantee by Oakwood, dated June 1, 1999, of the B-Piece REMIC Certificates issued by OMI Trust 1999-C. (13) 1999-C GUARANTEE means the Guarantee by Oakwood, dated August 10, 2001, of the B-Piece REMIC Certificates issued by OMI Trust 1999-C. (14) 1999-D GUARANTEE means the Guarantee by Oakwood, dated August 10, 2001, of the B-Piece REMIC Certificates issued by OMI Trust 1999-D. (15) 1999-E GUARANTEE means the Guarantee by Oakwood, dated August 10, 2001, of the B-Piece REMIC Certificates issued by OMI Trust 1999-E. (16) 2000-A GUARANTEE means the Guarantee by Oakwood, dated August 10, 2001, of the B-Piece REMIC Certificates issued by OMI Trust 2000-A. (17) 2000-B GUARANTEE means the Guarantee by Oakwood, dated August 10, 2001, of the B-Piece REMIC Certificates issued by OMI Trust 2000-B. (18) 2001-B GUARANTEE means the Guarantee by Oakwood, dated August 10, 2001, of the B-Piece REMIC Certificates issued by OMI Trust 2001-B. (19) 2001-C GUARANTEE means the Guarantee by Oakwood, dated August 10, 2001, of the B-Piece REMIC Certificates issued by OMI Trust 2001-C. (20) 2001-D GUARANTEE means the Guarantee by Oakwood, dated January 10, 2002, of the B-Piece REMIC Certificates issued by OMI Trust 2001-D. 2 (21) 2001-E GUARANTEE means the Guarantee by Oakwood, dated November 1, 2001, of the B-Piece REMIC Certificates issued by OMI Trust 2001-E. (22) 2002-A GUARANTEE means the Guarantee by Oakwood, dated February 1, 2002, of the B-Piece REMIC Certificates issued by OMI Trust 2002-A. (23) 2002-B GUARANTEE means the Guarantee by Oakwood, dated May 1, 2002, of the B-Piece REMIC Certificates issued by OMI Trust 2002-B. (24) ADMINISTRATIVE CLAIM means: (a) a DIP Claim; (b) a Claim, other than a Fee Claim, for payment of costs or expenses of administration specified in sections 503(b) and 507(a)(1) of the Bankruptcy Code, including, without limitation (i) the actual, necessary costs and expenses incurred after the Petition Date for preserving the Estates and operating the businesses of the Debtors (such as wages, salaries or commissions for services rendered) and (ii) all fees and charges assessed against the Estates pursuant to section 1930 of title 28 of the United States Code; (c) cure costs associated with the assumption or assumption and assignment of executory contracts and unexpired leases pursuant to section 365 of the Bankruptcy Code; or (d) any Claim based upon a seller's common law right to reclaim goods as used in section 546(c) of the Bankruptcy Code pursuant to the Bankruptcy Court's Order Establishing Procedures With Respect To Reclamation Claims (D.I. 36) entered on November 19, 2002 (y) that has been granted priority under section 546(c)(2)(A) of the Bankruptcy Code or (z) which the Debtors, in their reasonable discretion, elect to treat as though such priority has been granted. Notwithstanding the foregoing, Administrative Claims shall not include any Intercompany Claims. (25) ADMINISTRATIVE CLAIM BAR DATE ORDER means the Bankruptcy Court's order (D.I. 2148) which established the bar date for the filing of certain Administrative Claims arising between the Petition Date and September 30, 2003. (26) AFFILIATE DEBTOR(s) means, in the singular or plural form, the following debtors and debtors-in-possession under the Bankruptcy Code in Chapter 11 Case Nos. 02-13390 through 02-13395, 02-13397 through 02-13404 and 04-10743 through 04-10747, pending in the Bankruptcy Court: Oakwood Mobile Homes, Inc., Oakwood Acceptance Corporation, LLC, HBOS Manufacturing, LP, Suburban Home Sales, Inc., FSI Financial Services, Inc., Home Service Contract, Inc., Tri-State Insurance Agency, Inc., New Dimension Homes, Inc., Dreamstreet Company, LLC, Golden West Leasing, LLC, Crest Capital, LLC, Oakwood Shared Services, LLC, Preferred Housing Services, LP, Oakwood MHD4, LLC, Oakwood Financial Corporation, Oakwood Investment Corporation and Oakwood Servicing Holdings Co., LLC. (27) ALLOWED CLAIM OR INTEREST means a Claim or Interest to the extent (a) such Claim or Interest is scheduled by a Debtor pursuant to the Bankruptcy Code and Bankruptcy Rules in a liquidated amount and not listed as contingent, unliquidated, zero, undetermined or disputed; or (b) a proof of such Claim has been timely filed, or deemed timely filed with the Bankruptcy Court pursuant to the Bankruptcy Code, the Bankruptcy Rules and/or any applicable Final Orders of the Bankruptcy Court, or late filed with leave of the Bankruptcy Court, and either (i) is not objected to within the period fixed by the Bankruptcy Code, the Bankruptcy Rules and/or applicable orders of the Bankruptcy Court or (ii) has otherwise been 3 allowed by a Final Order. An Allowed Claim or Allowed Interest: (y) includes a previously Disputed Claim or Interest to the extent such Disputed Claim or Interest becomes allowed when the context so requires; and (z) shall be net of any valid setoff or recoupment amount based on a valid offset or recoupment right. Unless otherwise expressly provided herein, in the Confirmation Order or in another Final Order of the Bankruptcy Court, the term "Allowed Claim" or "Allowed Interest" shall not, for the purposes of computation of distributions under the Plan, include (i) any non-compensatory penalties, fines, punitive damages, exemplary damages, multiple damages, treble damages or any other claims or obligations that do not compensate for actual losses incurred or (ii) any other amounts not allowable under the Bankruptcy Code or applicable law. (28) ALLOWED [CLASS DESIGNATION] CLAIM OR INTEREST means an Allowed Claim or Allowed Interest in the specified Class. For example, an Allowed Convenience Claim is an Allowed Claim in the Class designated herein as Class 3. (29) AMENDED AND RESTATED BYLAWS mean the Reorganized Stand Alone Debtors' bylaws which shall be substantially in the form set forth in the Plan Supplement. (30) AMENDED AND RESTATED CERTIFICATES OF INCORPORATION means the Reorganized Stand Alone Debtors' certificates of incorporation, LLC agreements or similar organizational documents in effect under the laws of the appropriate states, as amended by the Plan, which shall be substantially in the form set forth in the Plan Supplement. (31) APPROVAL HEARING means the Approval Hearing as set forth in the Bid Procedures Order. (32) ASSETS means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible (including contract rights), wherever situated and by whomever possessed), including the goodwill related thereto, operated, owned or leased by the Debtors that constitute property of the Estates within the purview of section 541 of the Bankruptcy Code, including without limitation, any and all claims, causes of action or rights of the Debtors under federal, state or foreign law, letters of credit issued for or on behalf of the Debtors and the proceeds thereof and monies deposited to secure the performance of any contract or lease by the Debtors or any affiliate thereof. (33) AUTO SECURED CLAIM means that portion of the Claim of Citizens Federal S&L and other lenders, but only to the extent that it is a Secured Claim secured by eight (8) automobiles owned by Debtor Suburban Home Sales, Inc. (34) AVOIDANCE ACTIONS mean any claims, rights, defenses or other causes of action arising under any section of chapter 5 of the Bankruptcy Code, including, without limitation, sections 502, 510, 541, 542, 543, 544, 545, 547, 548, 549, 550, 551 and 553 of the Bankruptcy Code or under similar or related state or federal statues and common law, including state fraudulent transfer laws, whether or not litigation has been commenced as of the Confirmation Date to prosecute such actions. (35) B-2 REMIC GUARANTEES means collectively, the 1997-A Guarantee, the 1997-B Guarantee, the 1997-C Guarantee, the 1997-D Guarantee, the 1998-B Guarantee, the 4 1998-C Guarantee, the 1998-D Guarantee, the 1999-A Guarantee, the 1999-B Guarantee, the 1999-C Limited Guarantee, the 1999-C Guarantee, the 1999-D Guarantee, the 1999-E Guarantee, the 2000-A Guarantee, the 2000-B Guarantee, the 2001-B Guarantee, the 2001-C Guarantee, the 2001-D Guarantee, the 2001-E Guarantee, the 2002-A Guarantee and the 2002-B Guarantee. (36) B-PIECE REMIC CERTIFICATES means the B-2 certificates issued by the REMIC Trusts. (37) BALLOT means the ballot distributed to each eligible Holder of a Claim or Interest by the Balloting Agent, on which ballot such Holder may, among other things, vote for or against the Plan. (38) BALLOT DEADLINE means the date and time set by the Bankruptcy Court by which the Balloting Agent must receive all Ballots. (39) BALLOTING AGENT means the entity designated by the Bankruptcy Court to distribute, collect and tabulate Ballots from Holders, or any successor Claims Agent. Initially, the Balloting Agent is BSI. (40) BANKRUPTCY CODE means title 11 of the United States Code, as now in effect or hereafter amended. (41) BANKRUPTCY COURT means the United States Bankruptcy Court for the District of Delaware, having jurisdiction over the Chapter 11 Cases and, to the extent of any withdrawal of the reference made pursuant to section 157 of title 28 of the United States Code, the United States District Court for the District of Delaware. (42) BANKRUPTCY RULES means the Federal Rules of Bankruptcy Procedure and the local rules and general orders of the Bankruptcy Court, as now in effect or hereafter amended. (43) BAR DATE ORDER means the Bankruptcy Court's Order Establishing Bar Dates for Filing Proofs of Claim and Approving Form and Manner of Notice Thereof (D.I. 370), dated January 7, 2003 which established the bar date for the filing of proofs of Unsecured Claims as March 27, 2003. (44) BERKSHIRE means Berkshire Hathaway Inc., a corporation incorporated under the laws of Delaware. (45) BID PROCEDURES ORDER means the Order Under 11 U.S.C. Sections 105(a) and 363 and Fed. R. Bankr. P. 2002 and 6004 Approving Bidding Procedures, Break-Up Fee, Performance of Pre-Closing Obligations, and Form and Manner of Notice Thereof with Respect to Proposed Sale Pursuant to Plan of Reorganization (D.I. 2652). (46) BSI means Bankruptcy Services LLC. 5 (47) BUSINESS DAY means any day except a Saturday, Sunday or "legal holiday" as such term is defined in Bankruptcy Rule 9006(a). (48) BUYER means Clayton Homes, Inc. or its designee or its designees, as set forth in the Purchase Agreement. (49) CAROLINA SECURED CLAIM means that portion of the Claim of Carolina First Bank arising under a note dated December 27, 2001, but only to the extent that it is a Secured Claim secured by land owned by Debtor Oakwood Mobile Homes, Inc. and located at 3200 Earle E. Morris, Jr. Hwy, Piedmont, South Carolina. (50) CASH means cash and Cash Equivalents, including but not limited to bank deposits, checks, treasury notes and other marketable securities. (51) CASH EQUIVALENTS means equivalents of cash in the form of readily marketable securities or instruments issued by a person other than the Debtors or Reorganized Sale Debtors, including, without limitation, U.S. Government Obligations, commercial paper of domestic corporations carrying a Moody's Rating of "A" or better, or equivalent rating of any other nationally recognized rating service, or interest-bearing certificates of deposit or similar obligations of domestic banks or other financial institutions having a shareholders' equity or equivalent capital of not less than Two Hundred Million U.S. Dollars ($200,000,000.00), having maturities of no more than one (1) year, at the then best generally available rates of interest for like amounts and like periods. (52) CAUSES OF ACTION mean any and all claims, rights, defenses, offsets, recoupments, actions in law or equity or otherwise, causes of action, choses in action, suits, damages, rights to legal or equitable remedies, judgments, third-party claims, counterclaims and cross-claims, including, but not limited, to: all Avoidance Actions and all other claims in avoidance, recovery, subordination or other actions against any Persons, including, but not limited to, those actions described in the Disclosure Statement as amended, the Schedules of Assets and Liabilities as amended from time to time, the Statement of Financial Affairs as amended from time to time and the Plan as amended, whether arising under the Bankruptcy Code or federal, state, or common law, but regardless of whether any of the foregoing matters are subject to pending litigation or proceedings at the Confirmation Date or brought after that date; provided, however, that under the Sale Option, Causes of Action do not include those claims, rights, defenses, offsets, recoupments, actions in equity or other causes of action that are transferred to the Buyer pursuant to the Purchase Agreement. (53) CHAPTER 11 CASE means the chapter 11 case of each Debtor pending before the Bankruptcy Court. (54) CLAIM means any claim, as such term is defined in section 101(5) of the Bankruptcy Code, including but not limited to any liability, Interest, Lien, encumbrance or any other "debt" (as that term is defined in section 101(12) of the Bankruptcy Code), from or against the Debtors, their Estates, whether reduced to judgment or not, liquidated or unliquidated, contingent or noncontingent, asserted or unasserted, fixed or not, matured or unmatured, disputed or undisputed, legal or equitable, known or unknown, or arising from any agreement of the 6 Debtors entered into or obligation of any kind of the Debtors incurred before the Effective Date, or from any conduct of the Debtors occurring prior to the Effective Date or that otherwise arose before the Effective Date (including, without limitation, all interest, if any, on any such debts, whether such interest accrued before or after the date of commencement of the applicable Chapter 11 Case). (55) CLAIMS AGENT means the entity designated by the Bankruptcy Court to act as the claims agent in the Chapter 11 Cases, or any successor claims agent. As of the date of the Plan, the Claims Agent is BSI. (56) CLAIMS/INTERESTS OBJECTION DEADLINE means the last day for filing objections to Claims, including but not limited to Administrative Claims, and Interests as provided in Article X of the Plan. (57) CLASS means a group of Claims or Interests described in Articles III and IV of the Plan. (58) CONFIRMATION DATE means the date the Bankruptcy Court enters the Confirmation Order on its docket. (59) CONFIRMATION HEARING means the hearing or hearings pursuant to which the Bankruptcy Court considers the confirmation of this Plan. (60) CONFIRMATION ORDER means the order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code. (61) CONVENIENCE CLAIM means the Claims of a Holder of one or more Allowed Unsecured Claims that, pursuant to section 1122(b) of the Bankruptcy Code, otherwise would be Allowed Other Unsecured Claims that have aggregate Face Amounts of: (i) $5,000.00 or less unless the Holder has properly made the Convenience Class Opt-Out Election on a Ballot properly cast by the Ballot Deadline to opt out of Class 3; or (ii) more than $5,000.00 if the Holder has properly made the Convenience Class Opt-In Election on a Ballot properly cast by the Ballot Deadline to opt into Class 3. (62) CONVENIENCE CLASS ELECTION means a Convenience Class Opt-In Election and/or a Convenience Class Opt-Out Election. (63) CONVENIENCE CLASS OPT-IN ELECTION means the election available to a Holder of one or more Allowed Other Unsecured Claims with aggregate Face Amounts in excess of $5,000.00 to opt into Class 3 and have such Claim(s) treated as a Convenience Claim; provided, however, that the Holder of Such Allowed Other Unsecured Claim(s) has agreed to reduce the Face Amount of such Claim(s) for purposes of voting and distributions under the Plan to a single Claim in an amount equal to or less than $5,000.00. (64) CONVENIENCE CLASS OPT-OUT ELECTION means the election available to a Holder of one or more Allowed Unsecured Claims that, pursuant to section 1122(b) of the Bankruptcy Code, otherwise would be a Convenience Claim that has an aggregate Face Amount 7 of $5,000.00 or less to opt out of Class 3 and have such Claim treated as an Other Unsecured Claim. (65) CREDITORS' COMMITTEE means the Official Committee of Unsecured Creditors in the Chapter 11 Cases, as appointed by the United States Trustee and reconstituted from time to time. (66) DEBTOR-HELD INTEREST means an Interest in Oakwood or an Affiliate Debtor when the Holder is another Debtor. (67) DEBTOR(s) mean, in the singular form, Oakwood or any one of the Affiliate Debtors and, in the plural form, all of Oakwood and the Affiliate Debtors. (68) DIP CLAIM means a Claim of a DIP Lender arising under the Final DIP Agreement and the Final DIP Order. (69) DIP LENDERS collectively means Greenwich Capital Financial Products, Inc. and the other financial institutions (including Berkshire or one of its designees or affiliates) lending under the Final DIP Agreement. (70) DISALLOWED means a Claim or Interest or any portion thereof that (a) has been disallowed by a Final Order, (b) is scheduled at zero or as contingent, disputed or unliquidated and as to which no Proof of Claim has been timely filed pursuant to the Bar Date Order or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order or (c) is not scheduled by the Debtors in the Schedules of Assets and Liabilities and as to which (i) no Proof of Claim has been timely filed pursuant to the Bar Date Order or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order, or (ii) no request for payment of an Administrative Claim or Fee Claim has been timely filed by the applicable deadline pursuant to Sections 2.8 and 2.9 of the Plan or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order. (71) DISCLOSURE STATEMENT means the disclosure statement that relates to this Plan that was approved by the Bankruptcy Court (D.I. 2050), as such Disclosure Statement may be amended, modified, or supplemented, including the supplemental disclosure statement (D.I. 3538) approved by the Bankruptcy Court by the Disclosure Statement Order pursuant to section 1125 of the Bankruptcy Code (and all exhibits and schedules annexed thereto or referred to therein). (72) DISCLOSURE STATEMENT ORDER means the order of the Bankruptcy Court approving the Disclosure Statement, as supplemented, as containing adequate information pursuant to section 1125 of the Bankruptcy Code (D.I. 3543). (73) DISPUTED AMOUNT means an amount equal to the total of that portion (including, when appropriate, the whole) of a Claim or Interest that is a Disputed Claim or Interest, including that portion of the Face Amount of a Disputed Claim or Interest which is not an Allowed Claim or Interest or a Disallowed Claim or Interest. 8 (74) DISPUTED CLAIM OR INTEREST means that portion (including, when appropriate, the whole) of a Claim or Interest that is not an Allowed Claim or Interest or Disallowed Claim or Interest and (i) to which an objection has been timely filed or (ii) before the time that an objection has been or may be filed if: (a) the amount or classification of the Claim or Interest specified in the relevant proof of Claim or Interest exceeds the amount or is different from the classification of any corresponding Claim or Interest scheduled by the relevant Debtor in its Schedules of Assets and Liabilities; (b) any corresponding Claim or Interest scheduled by the relevant Debtor has been scheduled as disputed, contingent or unliquidated; or (c) no corresponding Claim or Interest has been scheduled by the relevant Debtor in its Schedules of Assets and Liabilities. (75) DISPUTED CLAIMS RESERVE shall have the meaning ascribed to it in Section 6.3(c)(ii) of the Plan. (76) DISTRIBUTION ADDRESS means (a) the address indicated on any notice of appearance filed by a Person or his authorized agent prior to the Effective Date, (b) if no notice of appearance has been filed, then the address indicated on a properly filed Proof of Claim or, absent such a Proof of Claim, the address set forth in the relevant Schedule of Assets and Liabilities for that Person or register maintained for registered securities, or (c) for REMIC Guarantee Claims, the address set forth in Section 8.3 of the Plan. (77) DISTRIBUTION DATE means (i) initially, the Initial Distribution Date, and (ii) subsequently, the Quarterly Distribution Dates or such other dates as the Liquidation Trust may establish from time to time to make any distribution. (78) EFFECTIVE DATE means: (a) if no stay of the Confirmation Order is in effect, the first Business Day after the date all of the conditions set forth in the Plan have been satisfied or waived as set forth in the Plan, or such later date as may reasonably be agreed to by the Debtors, the Creditors' Committee and the Buyer (under the Sale Option) or Berkshire (under the Stand Alone Option); or (b) if a stay of the Confirmation Order is in effect, on the first Business Day (or such later date as may reasonably be agreed by the Debtors, the Creditors' Committee and the Buyer (under the Sale Option) or Berkshire (under the Stand Alone Option)) after the later of: (i) the date such stay is vacated; and (ii) the date each condition set forth in the Plan has been satisfied or waived as set forth in the Plan. (79) ESTATE means the relevant estate created in each of the Chapter 11 Cases pursuant to section 541 of the Bankruptcy Code, both individually and collectively, including the consolidated Estates of the Debtors pursuant to the Plan and the Confirmation Order. (80) ESTIMATION ORDER means a Final Order of the Bankruptcy Court, pursuant to Rule 3018 of the Bankruptcy Rules, which may be the Confirmation Order, estimating for voting, distribution or any other proper purposes under the Bankruptcy Code (under section 502(c) of the Bankruptcy Code) the aggregate (and if applicable, individual) Face Amount of Disputed Claims, whether classified or unclassified under this Plan. 9 (81) EXCLUDED ASSETS mean those Assets that, under the Sale Option, will not be Transferred to the Buyer on the Effective Date, as provided in the Purchase Agreement. For the avoidance of doubt, the Causes of Action are Excluded Assets. (82) EXCLUDED SALE DEBTOR ASSETS mean the following Excluded Assets: (a) all policies of insurance held by the Debtors and their non-debtor affiliates; and (b) all Excluded Assets owned by OFC and OIC. (83) EXCLUDED SALE TRUST ASSETS mean all Excluded Assets other than the Excluded Sale Debtor Assets. (84) EXECUTORY CONTRACT SCHEDULE means the schedule of executory contracts and unexpired leases designated by the Debtors for assumption, under the Sale Option, or rejection, under the Stand Alone Option, as of the Effective Date of the Plan, pursuant to sections 365 and 1123(b)(2) of the Bankruptcy Code and Section 9.1 of this Plan, which shall be in substantially the form contained in the Plan Supplement. (85) EXIT FACILITY means the financing or financings obtained by the Debtors pursuant to the Exit Facility Agreement under the Stand Alone Option. (86) EXIT FACILITY AGREEMENT means, under the Stand Alone Option, that certain financing agreement obtained by the Debtors which is substantially in the form set forth in the Plan Supplement. (87) EXIT FACILITY LENDER means the lender or lenders providing the Exit Facility under the Stand Alone Option. (88) FACE AMOUNT means: (a) with respect to any Claim for which a Proof of Claim is filed, an amount equal to: (i) the liquidated amount, if any, set forth therein; or (ii) any other amount set forth in an Estimation Order or order allowing such a Claim; or (b) with respect to any Claim scheduled in the relevant Debtor's Schedules of Assets and Liabilities, but for which no Proof of Claim is timely filed, the amount of the Claim scheduled as undisputed, noncontingent and liquidated. (89) FEE CLAIM means: (a) a Claim of a professional person retained by order of the Bankruptcy Court for compensation and/or reimbursement of expenses pursuant to section 327, 328, 330 or 331 of the Bankruptcy Code in connection with the Chapter 11 Cases or (b) a Claim of any professional or other party-in-interest seeking compensation or reimbursement of expenses in connection with the Chapter 11 Cases pursuant to sections 503(b)(3), 503(b)(4), 503(b)(5) or 503(b)(6) of the Bankruptcy Code. (90) FEE ORDER means the Bankruptcy Court's Administrative Order, Pursuant To Sections 331 And 105 Of The Bankruptcy Code, Establishing Procedures For Interim Compensation And Reimbursement Of Expenses Of Professionals [D.I. 60] dated December 18, 2002 (D.I. 277), in the Chapter 11 Cases, as may have been amended or supplemented from time to time. 10 (91) FINAL DIP AGREEMENT means the Amended and Restated Debtor-In-Possession Financing And Security Agreement, dated as of December 31, 2003, by and among the Debtors and Greenwich Capital Financial Products, Inc., as agent, and all other supporting and related agreements and documents, as amended, whenever finalized and signed, as authorized by the Final DIP Order. (92) FINAL DIP ORDER means the Bankruptcy Court's Final Order Pursuant To 11 U.S.C. Sections 105, 362 And 364, And Bankruptcy Rules 2002, 4001 And 9014 (a) Approving Replacement Debtor-In-Possession Financing With Administrative Expense Superpriority And Secured By Senior Liens, (b) Granting Senior Liens And Superpriority Administrative Expense Status And (c) Granting Other Relief (D.I. 328) dated December 31, 2002 as amended and restated by the Bankruptcy Court's Final Order Pursuant To 11 U.S.C. Sections 105, 362 And 364, And Bankruptcy Rules 2002, 4001 And 9014 (a) Approving Replacement Debtor-In-Possession Financing With Administrative Expense Superpriority And Secured By Senior Liens, (b) Granting Senior Liens And Superpriority Administrative Expense Status And (c) Granting Other Relief (D.I. 3346) dated January 15, 2004. (93) FINAL ORDER means an order or judgment of the Bankruptcy Court, as entered on the docket of the Bankruptcy Court, that has not been reversed, stayed, modified or amended, and as to which: (a) the time to appeal or seek review has expired and no timely filed appeal or petition for review, rehearing, remand or certiorari is pending; or (b) any appeal taken or petition for review, rehearing, remand or certiorari filed has been resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought; provided, however, that the possibility that a motion under section 502(j) of the Bankruptcy Code, Rule 59 or Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules or other rules or law governing procedure in cases before the Bankruptcy Court, may be filed with respect to such order shall not cause such order not to be a Final Order. (94) FIRST AMERICAN SECURED CLAIM means that portion of the Claim of First American Title on behalf of Yuet and Toy Wong arising under a note dated July 8, 1981, but only to the extent that it is a Secured Claim secured by property owned by Debtor HBOS Manufacturing, LP and located at 6258 Northwest Grand Ave., Glendale, Arizona 85301. (95) FOOTHILL collectively means Foothill Capital Corporation and certain other lenders (including Wells Fargo Bank, N.A.) under the Prepetition Loan Agreement. (96) FOOTHILL SECURED CLAIM means that portion of the Claim of Foothill arising under the Prepetition Loan Agreement, but only to the extent that it is a Secured Claim secured by an escrow deposit established pursuant to the Bankruptcy Court's Order Adjourning Hearing On Foothill Capital Corp.'s As Agent For Itself & Certain DIP Lenders, Notice Of Payoff & Setting Dates By Which Briefs Are Due (D.I. 471), dated January 23, 2003; and the agreement executed pursuant to that order. (97) FUTURE CLAIM means any Claim against a Debtor that (a) arises out of or relates to pre-Confirmation Date actions, omissions, events, occurrences, or failures, (b) did not manifest itself sufficiently prior to the Confirmation Date to provide the Holder of the Claim with a Constitutionally sufficient opportunity to file proof of such Claim or otherwise assert 11 rights with respect to such Claim in the Debtors' Chapter 11 cases, and (c) did not "arise" for purposes of applicable non-bankruptcy law until after the Confirmation Date. (98) HOLDER means a Person holding an Interest or a Claim. (99) IMPAIRED shall have the meaning ascribed to such term in section 1124 of the Bankruptcy Code. (100) INITIAL DISTRIBUTION DATE means (a) with respect to Administrative Claims, Priority Non-Tax Claims, Priority Tax Claims and Convenience Claims, the date that is the later of (i) the Effective Date (or as soon thereafter as reasonably practicable) and (ii) the date (or as soon thereafter as is reasonably practicable) such Claims become Allowed Claims or otherwise become payable under the Plan; (b) with respect to Fee Claims, the date (or as soon thereafter as reasonably practicable) that such Claims (i) are allowed by Final Order of the Bankruptcy Court or (ii) become Allowed Claims after the Effective Date; and (c) with respect to the Secured Claims, the Junior Notes Claims, the Senior Notes Claims, the REMIC Guarantee Claims, the Litigation Claims, the Other Unsecured Claims and the Interests (subject to the priority scheme set forth in the Plan), the date as soon as reasonably practicable after the Effective Date or the date they become Allowed Claims. With respect to Secured Claims, occurrence of the Distribution Date shall be subject, if applicable, to the Estates' receipt of the Net Proceeds of the sale of the relevant collateral. (101) INITIAL STAND ALONE TRUST ASSETS means the Causes of Action and $1,000,000 in Cash. (102) INSIDER shall have the meaning ascribed to such term in section 101(31) of the Bankruptcy Code. (103) INTERCOMPANY CLAIM means a Claim of any Debtor against another Debtor, whether arising before or after the Petition Date, including, without limitation, any Claim by OAC against OSHC for damages arising from rejection of the Subservicing Agreements. (104) INTEREST means any equity security, including Old Common Stock, within the meaning of section 101(16) of the Bankruptcy Code, in a Debtor. For purposes of voting and distributions under the Plan, the defined term Interest shall also include a Claim against a Debtor that is subject to subordination under section 510(b) of the Bankruptcy Code. (105) INTERESTED PARTY PROFESSIONALS means the following professionals, and only the following professionals, of the Debtors, the Creditors' Committee or members and ex officio members of the Creditors' Committee: Morris, Nichols, Arsht & Tunnell; Rayburn, Cooper & Durham, P.A.; Hunton & Williams; Kennedy Covington Lobdell & Hickman L.L.P.; FTI Consulting, Inc.; PricewaterhouseCoopers LLP; Akin Gump Strauss Hauer & Feld LLP; McCarter & English, LLP; Deloitte & Touche LLP; Alvarez & Marsal; Stites & Harbison, PLLC; Faegre & Benson LLP; Seward & Kissel LLP; Richards, Layton & Finger, P.C.; Morgan Lewis & Bockius LLP; Prime Locations, LLC; The Core Network; Andrew Davidson & Co., Inc.; Miller Buckfire Lewis Ying & Co., LLC; Munger, Tolles & Olson LLP; Young Conaway Stargatt & Taylor, LLP; and King & Spalding LLP. 12 (106) JPMORGAN means JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank. (107) JUNIOR NOTES mean the 8% Reset Debentures in the original principal amount of $17 million due June 1, 2007, pursuant to an Indenture and a First Supplemental Indenture, both dated March 1, 1992, and the 8% Reset Debentures in the original principal amount of $23 million due June 1, 2007, pursuant to a Second Supplemental Indenture dated July 15, 1992. (108) JUNIOR NOTES CLAIM means an Unsecured Claim of the Junior Notes Indenture Trustee under the Junior Notes Indenture, or an Unsecured Claim of any Holder of Junior Notes for the payment of any principal, premium, if any, and interest owing and unpaid as of the Petition Date in respect of such Junior Notes. (109) JUNIOR NOTES INDENTURE means the Indenture and First Supplemental Indenture both dated March 1, 1992 and the Second Supplemental Indenture dated July 15, 1992, between the Debtors and First Union National Bank, f/k/a Delaware Trust Company, with respect to the Junior Notes, as the same may have been amended and/or supplemented from time to time. (110) JUNIOR NOTES INDENTURE TRUSTEE means U.S. Bank Trust, N.A., as the indenture trustee under the Junior Notes Indenture, or any successor indenture trustees under the Junior Notes Indenture. (111) LIEN has the meaning ascribed to such term in section 101(37) of the Bankruptcy Code (but a lien that has or may be avoided pursuant to an Avoidance Action or any other Cause of Action shall not constitute a Lien). (112) LIQUIDATION TRUST means the trust created on the Effective Date pursuant to this Plan and the Liquidation Trust Agreement. (113) LIQUIDATION TRUST ADVISORY COMMITTEE means the advisory board that is to be created pursuant to Section 6.3 of the Plan. (114) LIQUIDATION TRUST AGREEMENT means that certain agreement which is to govern the Liquidation Trust, substantially in the form set forth in the Plan Supplement. (115) LIQUIDATION TRUSTEE means the trustee appointed pursuant to the Plan and the Liquidation Trust Agreement. (116) LITIGATION CLAIMS means: (a) all Claims against the Debtors asserted under lawsuits or complaints which are pending as of the commencement of the Chapter 11 Cases in any court, including, without limitation, state or federal court; (b) all Claims against the Debtors subject to mediation or arbitration which are pending as of the commencement of the Chapter 11 Cases that could potentially be asserted under lawsuits or complaints in any court; or (c) all Claims raised or made to the Debtors by any Person, including, without limitation, offices of state attorneys general, related to matters arising prior to commencement of the Chapter 11 13 Cases that could have been asserted under lawsuits or complaints in any court or could have been subject to mediation or arbitration. (117) NET PROCEEDS means the Cash consideration received from the sale, Transfer, or collection of property of the Estates or the conversion of such property to Cash in some other manner as contemplated in, or reasonably within the scope of, this Plan including the Purchase Consideration, whether occurring prior to or after the Effective Date, less the reasonable, necessary and customary expenses attributable to such sale, Transfer, collection or conversion, including costs of curing defaults under executory contracts that are assigned, paying personal property or other taxes accruing in connection with such sale, Transfer or conversion of such property, brokerage fees and commissions, collection costs, reasonable attorneys' fees and expenses, and any applicable taxes or other claims of any governmental authority in connection with such property and any escrows or accounts established to hold funds for purchase price adjustments, indemnification claims or other purposes in connection with such sale, Transfer or collection; provided, however, that upon the release to the Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) of funds from such escrows or accounts, such funds shall become Net Proceeds of the relevant sale, Transfer or collection. (118) NEW COMMON STOCK means, under the Stand Alone Option, the 20,000,000 shares of common stock of Reorganized Stand Alone Oakwood to be authorized in accordance with the Plan and Reorganized Stand Alone Oakwood's Amended and Restated Certificate of Incorporation, having a par value of $0.01 per share. (119) NEW WARRANTS means, under the Stand Alone Option, warrants to purchase 1,000,000 shares of New Common Stock pursuant to the terms of the Warrant Agreement, under the Stand Alone Option. (120) NON-DEBTOR-HELD INTEREST means an Interest in Oakwood when the Holder is not a Debtor. (121) OAC means Oakwood Acceptance Corporation, LLC. (122) OAKWOOD means Oakwood Homes Corporation. (123) OFC means Oakwood Financial Corporation. (124) OFC AND OIC TAX CLAIMS mean all contingent unliquidated Claims (a) against OFC for federal and state income taxes arising out of its ownership of certain of the REMIC Residual Certificates; and (b) against OIC for federal and state income taxes arising out of its ownership of certain of the Residual REMIC Certificates. (125) OIC means Oakwood Investment Corporation. (126) OLD COMMON STOCK means the pre-confirmation common stock of, or other equity interest in, however derivative, Oakwood and outstanding or held in treasury as of the Record Date. 14 (127) OMI means Oakwood Mortgage Investors, Inc. (128) OMI TRUST 1995-B means the trust formed pursuant to the Series 1995-B Pooling and Servicing Agreement, dated as of October 1, 1995, as amended September 28, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, November 1995 Edition, among OMI, OAC, as Servicer, and JPMorgan as successor in interest to the Chase Manhattan Trust Company, National Association, as trustee. (129) OMI TRUST 1996-A means the trust formed pursuant to the Series 1996-A Pooling and Servicing Agreement, dated as of February 1, 1996, as amended September 28, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, November 1995 Edition, among OMI, OAC, as Servicer, and JPMorgan as successor in interest to the Chase Manhattan Trust Company, National Association, as trustee. (130) OMI TRUST 1996-B means the trust formed pursuant to the Series 1996-B Pooling and Servicing Agreement, dated as of July 1, 1996, as amended September 28, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, November 1995 Edition, among OMI, OAC, as Servicer, and JPMorgan as successor in interest to PNC, as trustee. (131) OMI TRUST 1996-C means the trust formed pursuant to the Series 1996-C Pooling and Servicing Agreement, dated as of October 1, 1995, as amended September 28, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, November 1995 Edition, among OMI, OAC, as Servicer, and JPMorgan as successor in interest to PNC, as trustee. (132) OMI TRUST 1997-A means the trust formed pursuant to the Series 1997-A Pooling and Servicing Agreement, dated as of February 1, 1997, as amended September 28, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, November 1995 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (133) OMI TRUST 1997-B means the trust formed pursuant to the Series 1997-B Pooling and Servicing Agreement, dated as of May 1, 1997, as amended September 28, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, November 1995 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (134) OMI TRUST 1997-C means the trust formed pursuant to the Series 1997-C Pooling and Servicing Agreement, dated as of August 1, 1997, as amended September 28, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, November 1995 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (135) OMI TRUST 1997-D means the trust formed pursuant to the Series 1997-D Pooling and Servicing Agreement, dated as of November 1, 1997, as amended September 28, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, November 1995 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. 15 (136) OMI TRUST 1998-A means the trust formed pursuant to the Series 1998-A Pooling and Servicing Agreement, dated as of February 1, 1998, as amended September 28, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, November 1995 Edition, among OMI, OAC, as Servicer, and JPMorgan as successor in interest to PNC, as trustee. (137) OMI TRUST 1998-B means the trust formed pursuant to the Series 1998-B Pooling and Servicing Agreement, dated as of May 1, 1998, as amended December 11, 2000 and September 28, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, November 1995 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (138) OMI TRUST 1998-C means the trust formed pursuant to the Series 1998-C Pooling and Servicing Agreement, dated as of August 1, 1998, as amended December 12, 2000, September 28, 2001 and August 10, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, July 1998 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (139) OMI TRUST 1998-D means the trust formed pursuant to the Series 1998-D Pooling and Servicing Agreement, dated as of October 1, 1998, as amended April 29, 1999 and September 28, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, July 1998 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (140) OMI TRUST 1999-A means the trust formed pursuant to the Series 1999-A Pooling and Servicing Agreement, dated as of January 1, 1999, as amended September 28, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, July 1998 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (141) OMI TRUST 1999-B means the trust formed pursuant to the Series 1999-B Pooling and Servicing Agreement, dated as of April 1, 1999, as amended September 28, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, July 1998 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (142) OMI TRUST 1999-C means the trust formed pursuant to the Series 1999-C Pooling and Servicing Agreement, dated as of June 1, 1999, as amended November 1, 2000, December 12, 2000, September 28, 2001 and August 10, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, May 1999 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (143) OMI TRUST 1999-D means the trust formed pursuant to the Series 1999-D Pooling and Servicing Agreement, dated as of August 1, 1999, as amended December 12, 2000, September 28, 2001 and August 10, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, May 1999 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (144) OMI TRUST 1999-E means the trust formed pursuant to the Series 1999-E Pooling and Servicing Agreement, dated as of November 1, 1999, as amended December 11, 16 2000, September 28, 2001 and August 10, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, May 1999 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (145) OMI TRUST 2000-A means the trust formed pursuant to the Series 2000-A Pooling and Servicing Agreement, dated as of March 1, 2000, as amended December 11, 2000, September 28, 2001 and August 10, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, May 1999 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (146) OMI TRUST 2000-B means the trust formed pursuant to the Series 2000-B Pooling and Servicing Agreement, dated as of June 1, 2000, as amended December 11, 2000, September 28, 2001 and August 10, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, May 1999 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (147) OMI TRUST 2000-C means the trust formed pursuant to the Series 2000-C Pooling and Servicing Agreement, dated as of September 1, 2000, as amended December 1, 2000, December 14, 2000 and September 28, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, May 1999 Edition, among OMI, OAC, as Servicer, and Wells Fargo Bank Minnesota, National Association, as trustee. (148) OMI TRUST 2000-D means the trust formed pursuant to the Series 2000-D Pooling and Servicing Agreement, dated as of December 1, 2000, as amended September 28, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, May 1999 Edition, among OMI, OAC, as Servicer, and Wells Fargo Bank Minnesota, National Association, as trustee. (149) OMI TRUST 2001-B means the trust formed pursuant to the Series 2001-B Pooling and Servicing Agreement, dated as of February 1, 2001, as amended September 28, 2001 and August 10, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, February 2001 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (150) OMI TRUST 2001-C means the trust formed pursuant to the Series 2001-C Pooling and Servicing Agreement, dated as of May 1, 2001, as amended October 2, 2001, August 10, 2001 and December 12, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, May 2001 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (151) OMI TRUST 2001-D means the trust formed pursuant to the Series 2001-D Pooling and Servicing Agreement, dated as of August 1, 2001, as amended December 12, 2001 and January 10, 2002, and incorporating the Standard Terms to Pooling and Servicing Agreement, May 2001 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (152) OMI TRUST 2001-E means the trust formed pursuant to the Series 2001-E Pooling and Servicing Agreement, dated as of November 1, 2001, and incorporating the Standard 17 Terms to Pooling and Servicing Agreement, September 2001 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (153) OMI TRUST 2002-A means the trust formed pursuant to the Series 2002-A Pooling and Servicing Agreement, dated as of February 1, 2002, and incorporating the Standard Terms to Pooling and Servicing Agreement, September 2001 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (154) OMI TRUST 2002-B means the trust formed pursuant to the Series 2002-B Pooling and Servicing Agreement, dated as of May 1, 2002, and incorporating the Standard Terms to Pooling and Servicing Agreement, September 2001 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (155) OMI TRUST 2002-C means the trust formed pursuant to the Series 2002-C Pooling and Servicing Agreement, dated as of August 1, 2002, and incorporating the Standard Terms to Pooling and Servicing Agreement, September 2001 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (156) OSHC means Oakwood Servicing Holdings Co., LLC. (157) OTHER SECURED AND SETOFF CLAIM means any Secured Claim that is not: (a) a DIP Claim; (b) the 1997 Bonds Secured Claim; (c) the 1998 Bonds Secured Claim; (d) the Auto Secured Claim; (e) the Carolina Secured Claim; (f) the First American Secured Claim; (g) the Foothill Secured Claim; (h) the Thomas Secured Claim; (i) the U.S. Bank Secured Claim; or (j) a Secured Tax Claim. (158) OTHER UNSECURED CLAIMS means an Unsecured Claim that is not: (a) a Convenience Claim; (b) a REMIC Guarantee Claim; (c) a Senior Notes Claim; (d) a Junior Notes Claim; (e) a Litigation Claim; (f) an Administrative Claim; (g) a Fee Claim; (h) a Priority Tax Claim; or (i) a Priority Non-Tax Claim. (159) PERSON shall have the meaning ascribed to such term in section 101(41) of the Bankruptcy Code. (160) PETITION DATE means November 15, 2002. (161) PLAN means this Plan of Reorganization, dated as of the date set forth on the first page hereof, for each of the Debtors, together with any amendments or modifications hereto as the Debtors may file hereafter in accordance with the terms of the Plan. (162) PLAN SUPPLEMENT means the Bankruptcy Court filing specified in Section 11.7 of the Plan, the content of which is incorporated herein by reference. (163) PNC means PNC Bank National Association. (164) PREPETITION LOAN AGREEMENT means that Loan and Security Agreement dated January 22, 2002 among the Debtors and Foothill, as amended pursuant to the First 18 Amendment to Loan Agreement dated July 2002 and the Second Amendment to Loan Agreement dated July 31, 2002. (165) PRIORITY NON-TAX CLAIM means any Claim entitled to priority pursuant to section 507(a) of the Bankruptcy Code that is not: (i) an Administrative Claim; (ii) a Priority Tax Claim; or (iii) a Fee Claim. (166) PRIORITY TAX CLAIM means a Claim for taxes entitled to priority pursuant to section 507(a)(8) of the Bankruptcy Code. (167) PROOF OF CLAIM means a proof of claim that is timely filed and in compliance with the Bankruptcy Rules and the Bar Date Order. (168) PURCHASE AGREEMENT means that certain Asset Purchase Agreement, dated as of November 24, 2003, by and among the Debtors and certain non-debtor affiliates and Buyer, as attached as an exhibit to the Disclosure Statement, pursuant to which the Buyer will purchase the Purchased Business under the Sale Option. (169) PURCHASE CONSIDERATION means the consideration to be paid by the Buyer pursuant to the Purchase Agreement under the Sale Option. (170) PURCHASED BUSINESS means, under the Sale Option, all of the Assets to be Transferred to the Buyer on the Effective Date pursuant to the Purchase Agreement. For the avoidance of doubt, the Purchased Business does not include the Excluded Assets. (171) QUARTERLY DISTRIBUTION DATE means the first Business Day after the end of each quarterly calendar period (i.e., March 31, June 30, September 30, and December 31 of each calendar year) following the Effective Date. (172) RATABLE, RATABLY OR RATABLE SHARE means, at any time, the proportion that the Face Amount of a Claim in a particular Class or group of Classes (in the case of Class 4) bears to the aggregate Face Amount of all Claims (including Disputed Claims but excluding Disallowed Claims) in such Class or group of Classes (in the case of Class 4), unless the Plan otherwise provides. (173) RECORD DATE means the Confirmation Date. (174) REMIC GUARANTEE CLAIMS mean all of the Unsecured Claims arising from the B-2 REMIC Guarantees and the Resecuritization Note Put Option. (175) REMIC TRUSTEE means JPMorgan in its capacity as trustee, indenture trustee, successor trustee, securities intermediary, verification agent, paying agent, as applicable, and Resecuritization Trustee, for the holders of notes and certificates, including Holders of the B-Piece REMIC Certificates and the Resecuritization Note, issued by each of the REMIC Trusts and the Resecuritization Trust and any duly appointed successor or successors. (176) REMIC TRUSTS mean the following non-Debtor Real Estate Mortgage Investment Conduit Securitization Trusts: the OMI Trust 1995-B, the OMI Trust 1996-A, the 19 OMI Trust 1996-B, the OMI Trust 1996-C, the OMI Trust 1997-A, the OMI Trust 1997-B, the OMI Trust 1997-C, the OMI Trust 1997-D, the OMI Trust 1998-A, the OMI Trust 1998-B, the OMI Trust 1998-C, the OMI Trust 1998-D, the OMI Trust 1999-A, the OMI Trust 1999-B, the OMI Trust 1999-C, the OMI Trust 1999-D, the OMI Trust 1999-E, the OMI Trust 2000-A, the OMI Trust 2000-B, the OMI Trust 2000-C, the OMI Trust 2000-D, the OMI Trust 2001-B, the OMI Trust 2001-C, the OMI Trust 2001-D, the OMI Trust 2001-E, the OMI Trust 2002-A, the OMI Trust 2002-B and the OMI Trust 2002-C. (177) REORGANIZED SALE DEBTORS means, under the Sale Option, (a) Reorganized Sale OKWD, (b) the Affiliate Debtors and OSHC as merged into Reorganized Sale OKWD on or after the Effective Date, (c) OFC and (d) OIC on and after the Effective Date. (178) REORGANIZED SALE OKWD means, under the Sale Option, Oakwood on and after the Effective Date. (179) REORGANIZED SALE DEBTORS CAPITALIZATION AMOUNT means, under the Sale Option, those Assets as may be identified in the Plan Supplement and determined pursuant to an order or orders of the Bankruptcy Court (which may be the Confirmation Order) to be appropriate to fund the post-Effective Date operation of the Reorganized Sale Debtor, including the payment of all insurance premiums and the resolution of Future Claims. (180) REORGANIZED STAND ALONE DEBTORS means, under the Stand Alone Option, Reorganized Stand Alone Oakwood and the Affiliate Debtors on and after the Effective Date as reincorporated or otherwise established. (181) REORGANIZED STAND ALONE OAKWOOD means, under the Stand Alone Option, Oakwood on and after the Effective Date as reincorporated or otherwise established. (182) RESECURITIZATION NOTE means the Class A note issued by the Resecuritization Trust secured, in part, by certain B-Piece REMIC Certificates and X REMIC Certificates issued by the OMI Trust 1998-C, the OMI Trust 1999-C, the OMI Trust 1999-D, the OMI Trust 1999-E, the OMI Trust 2000-A, the OMI Trust 2000-B, the OMI Trust 2001-B, the OMI Trust 2001-C, the OMI Trust 2001-D, the OMI Trust 2001-E, the OMI Trust 2002-A and the OMI Trust 2002-B. (183) RESECURITIZATION NOTE PUT OPTION means Oakwood's obligation to the holder of the Resecuritization Note to purchase the Resecuritization Note on each payment date under the Resecuritization Note, beginning with the payment date occurring in September 2011 and ending with the payment date occurring in September 2012. (184) RESECURITIZATION TRUST means the Oakwood Mortgage Resecuritization Trust 2001 formed pursuant to the Amended and Restated Trust Agreement, dated as of February 1, 2002, as amended and supplemented by the Trust Agreement Amendment and Supplement, dated as of March 1, 2002, and the Trust Agreement Amendment and Supplement, dated as of June 1, 2002, among OMI, as depositor, OAC, as securities administrator, and the Resecuritization Trustee. 20 (185) RESECURITIZATION TRUSTEE means JPMorgan in its capacity as trustee and securities intermediary of the Resecuritization Trust. (186) RESIDUAL REMIC CERTIFICATES means the Class R REMIC Certificates representing the residual interests in the REMIC Trusts. (187) SALE OPTION means the implementation of the Plan pursuant to Section 6.1 and other attendant provisions of the Plan. (188) SCHEDULE OF ASSETS AND LIABILITIES means, as amended, supplemented or modified, a Debtor's schedule of assets and liabilities filed with the Bankruptcy Court on January 31, 2003 (D.I. 516, 518, 521, 524, 526, 528, 531, 533, 535, 539, 541, 543) pursuant to sections 521(1) and 1106(a)(2) of the Bankruptcy Code. (189) SECURED CLAIM means: (a) that portion of a Claim that is secured by a valid, perfected and enforceable security interest, Lien, mortgage or other encumbrance, that is not subject to an Avoidance Action, in or upon any right, title or interest of any of the Debtors in and to property of the Estates, to the extent of the value of the Holder's interest in such property as of the relevant determination date or (b) any Claim that is subject to an offset right pursuant to section 553 of the Bankruptcy Code, to the extent of the amount subject to a valid setoff, in the case of each of (a) and (b) as determined by the Bankruptcy Court pursuant to section 506(a) of the Bankruptcy Code. Such defined term shall not include for voting or distribution purposes any such Claim that has been or will be paid in connection with the cure of defaults under an assumed executory contract or unexpired lease under section 365 of the Bankruptcy Code. (190) SECURED TAX CLAIM means a Claim for taxes to the extent that it is a Secured Claim under state or federal law, excluding any Claim that is an Administrative Claim or Priority Tax Claim. (191) SENIOR NOTES mean the 7.875% Senior Notes in the aggregate principal amount of $125 million due March 2004 and the 8.125% Senior Notes in the aggregate principal amount of $175 million due March 2009 pursuant to an Indenture and First Supplemental Indenture, both dated March 2, 1999. (192) SENIOR NOTES CLAIM means the Unsecured Claim of the Senior Notes Indenture Trustee under the Senior Notes Indenture, or the Claim of any Holder of Senior Notes for the payment of any principal, premium, if any, and interest owing and unpaid as of the Petition Date in respect of such Senior Notes. (193) SENIOR NOTES INDENTURE means the Indenture and First Supplemental Indenture, both dated March 2, 1999, between the Debtors and Bank One, N.A., f/k/a The First National Bank of Chicago, with respect to the Senior Notes, as the same may have been amended from time to time. (194) SENIOR NOTES INDENTURE TRUSTEE means U.S. Bank Trust, N.A., as the current indenture trustee under the Senior Notes Indenture, or any successor indenture trustee(s) to U.S. Bank Trust, N.A. under the Senior Notes Indenture. 21 (195) SERVICING AGREEMENTS means the servicing agreements assumed by OAC and assigned to OHSC under section 365 of the Bankruptcy Court as authorized by Final Orders entered by the Bankruptcy Court (D.I. 369, D.I. 424 and D.I. 425). (196) SOLICITATION PROCEDURES ORDER means the Order entered by the Bankruptcy Court establishing procedures with respect to the solicitation and tabulation of votes to accept or reject the Plan (D.I. 3543). (197) STAND ALONE OPTION means the implementation of the Plan pursuant to Section 6.2 and other attendant provisions of the Plan. (198) STAND ALONE VOTING TRUST means the trust created on the Effective Date pursuant to the Plan and the Stand Alone Voting Trust Agreement. (199) STAND ALONE VOTING TRUST AGREEMENT means that certain agreement which is to govern the Stand Alone Voting Trust, substantially in the form set forth in the Plan Supplement. (200) STAND ALONE VOTING TRUSTEE means the trustees appointed pursuant to the Plan and the Stand Alone Voting Trust Agreement. (201) STATEMENT OF FINANCIAL AFFAIRS means, as amended, supplemented or modified, a Debtor's statement of financial affairs filed with the Bankruptcy Court on January 31, 2003 (D.I. 515, 517, 520, 522, 525, 527, 530, 532, 534, 537, 540, 542) pursuant to sections 521(1) and 1106(a)(2) of the Bankruptcy Code. (202) SUBSERVICING AGREEMENTS means the subservicing agreements between OSHC and OAC, as amended, approved by Orders of the Bankruptcy Court (D.I. 369, D.I. 424 and D.I. 425). (203) THOMAS SECURED CLAIM means that portion of the Claim of Lecil V. and Tommie Jane Thomas arising under a note dated January 15, 1993, but only to the extent that it is a Secured Claim secured by property owned by Debtor HBOS Manufacturing, LP and located at 508 Palmer Road, Rockwell, North Carolina. (204) TRANSFER shall have the meaning ascribed to such term in section 101(54) of the Bankruptcy Code. (205) U.S. BANK SECURED CLAIM means that portion of the Claim of U.S. Bank National Association arising under a note dated April 2, 1991, but only to the extent that it is a Secured Claim secured by property owned by Debtor HBOS Manufacturing, LP and located in Albany, Linn County, Oregon. (206) U.S. GOVERNMENT OBLIGATIONS means securities that are direct obligations of, or obligations guaranteed by, the United States of America for the timely payment of which obligation or guarantee the full faith and credit of the United States of America is pledged, or funds consisting solely of such securities. 22 (207) UNCLAIMED PROPERTY means any Cash or other distributable property unclaimed for a period of ninety (90) days after it has been delivered (or attempted to be delivered) in accordance with the Plan to the Holder entitled thereto in respect of such Holder's Allowed Claim. Unclaimed Property shall, without limitation, include: (a) checks (and the funds represented thereby) mailed to a Distribution Address and returned as undeliverable without a proper forwarding address; (b) funds for uncashed checks; and (c) checks (and the funds represented thereby) not mailed or delivered because no Distribution Address to mail or deliver such property was available, notwithstanding efforts by the Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) to locate such address which were commercially reasonable under the circumstances. Distributions of cash that otherwise would be payable under the Plan to a Holder but for Section 9.14 of the Plan that never, collectively, exceed fifty dollars ($50.00) as described in Section 9.14 and for which a request is not made within the one (1) year deadline shall become Unclaimed Property. (208) UNIMPAIRED shall have the meaning ascribed to such term in section 1124 of the Bankruptcy Code. (209) UNITED STATES TRUSTEE means the Office of the United States Trustee for the District of Delaware. (210) UNSECURED CLAIM means any Claim, arising pre-petition, that is not: (a) an Administrative Claim; (b) a Priority Non-Tax Claim; (c) a Priority Tax Claim; (d) a Fee Claim; (e) a Secured Claim; (f) an Intercompany Claim; or (g) an Interest. (211) WARRANT AGREEMENT means that certain agreement governing exercise of the New Warrants, in substantially the form set forth in the Plan Supplement. (212) X REMIC CERTIFICATES mean those certain Class X "pass-through" asset-backed securities that have been issued by the OMI Trust 1998-C, the OMI Trust 1999-C, the OMI Trust 1999-D, the OMI Trust 1999-E, the OMI Trust 2000-A, the OMI Trust 2000-B, the OMI Trust 2001-B, the OMI Trust 2001-C, the OMI Trust 2001-D, the OMI Trust 2001-E, the OMI Trust 2002-A, the OMI Trust 2002-B and the OMI Trust 2002-C. 1.2 RULES OF INTERPRETATION, COMPUTATION OF TIME AND GOVERNING LAW. (a) RULES OF INTERPRETATION. For purposes of the Plan: (a) whenever from the context it is appropriate, each term, whether stated in the singular or the plural, shall include both the singular and the plural; (b) any reference in the Plan to a contract, instrument, release, indenture or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions; (c) any reference in the Plan to an existing document or an exhibit filed or to be filed means such document or exhibit, as it may have been or may be amended, modified or supplemented; (d) if the Plan's description of the terms of an exhibit is inconsistent with the terms of the exhibit, the terms of the Plan shall control unless the Purchase Agreement is inconsistent with the Plan, in which case the Purchase Agreement shall control; (e) unless otherwise specified, all references in 23 the Plan to articles, sections, clauses and exhibits are references to articles, sections, clauses and exhibits of or to the Plan; (f) the words "herein" and "hereto" and other words of similar import refer to this Plan in its entirety rather than to a particular portion of the Plan; (g) captions and headings to articles and sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (h) any reference to an entity as a Holder of a Claim or Interest includes that entity's successors, assigns and affiliates; (i) the rules of construction set forth in section 102 of the Bankruptcy Code shall apply to the extent such rules are not inconsistent with any other provision in this Section; (j) any term used herein that is not defined herein shall have the meaning ascribed to any such term used in the Bankruptcy Code and/or the Bankruptcy Rules, if used therein; and (k) any reference to the "Liquidation Trustee" shall be deemed to include a reference to the "Liquidation Trust" and any reference to the "Liquidation Trust" shall be deemed to include a reference to the "Liquidation Trustee" unless the context otherwise requires. (b) COMPUTATION OF TIME. In computing any period of time prescribed or allowed by the Plan, the provisions of Bankruptcy Rule 9006(a) shall apply. (c) GOVERNING LAW. Except to the extent that the Bankruptcy Code or Bankruptcy Rules are applicable, and subject to the provisions of any contract, instrument, release, indenture or other agreement or document entered into in connection with the Plan, the rights and obligations arising under the Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof. ARTICLE II. METHOD OF CLASSIFICATION OF CLAIMS AND INTERESTS AND GENERAL PROVISIONS 2.1 GENERAL RULES OF CLASSIFICATION. A Claim or Interest shall be deemed classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of that Class and shall be deemed classified in a different Class to the extent that any remainder of such Claim or Interest qualifies within the description of such different Class. A Claim or Interest is in a particular Class only to the extent that such Claim or Interest is Allowed in that Class and has not been paid or otherwise settled prior to the Effective Date. 24 2.2 HOLDERS OF CLAIMS ENTITLED TO VOTE. Each Holder of an Allowed Claim and each Holder of a Claim that has been temporarily allowed for voting purposes by Order under Bankruptcy Rule 3018(a), which Claim is in an Impaired Class of Claims, shall be entitled to vote separately to accept or reject the Plan as provided in the Solicitation Procedures Order. Any Unimpaired Class of Claims shall be deemed to have accepted the Plan. Any Class of Claims or Interests that will not receive or retain any property on account of such Claims or Interests shall be deemed to have rejected the Plan. 2.3 ACCEPTANCE BY IMPAIRED CLASSES. An Impaired Class of Claims shall have accepted the Plan if all of the necessary conditions of the Bankruptcy Code and Bankruptcy Rules have been satisfied. 2.4 NON-CONSENSUAL CONFIRMATION. To the extent necessary, the Debtors hereby request that the Bankruptcy Court confirm the Plan in accordance with section 1129(b) of the Bankruptcy Code. Subject to section 1127 of the Bankruptcy Code, the Debtors reserve the right to modify the Plan to the extent that confirmation pursuant to section 1129(b) of the Bankruptcy Code requires modification, provided such modifications are consistent with Article XI of the Plan. 2.5 ADMINISTRATIVE CLAIMS, PRIORITY TAX CLAIMS AND FEE CLAIMS. Administrative Claims, Fee Claims, Priority Tax Claims and OFC and OIC Tax Claims (to the extent that OFC and OIC are included in this Plan) have not been classified and are excluded from the Classes set forth in Article IV in accordance with section 1123(a)(1) of the Bankruptcy Code. 2.6 SPECIAL PROVISION REGARDING UNIMPAIRED CLAIMS. Except as otherwise provided in the Plan, nothing herein shall affect the rights and defenses, both legal and equitable, of the Liquidation Trust and the Reorganized Stand Alone Debtors, with respect to any Unimpaired Claims, including, but not limited to, all rights with respect to legal and equitable defenses to setoffs or recoupments against Unimpaired Claims and the right to assert Avoidance Actions against any Holders of an Unimpaired Claim. 2.7 INTENTIONALLY OMITTED. 2.8 BAR DATES FOR ADMINISTRATIVE CLAIMS. Respecting Administrative Claims subject to the Administrative Claim Bar Date Order, a Holder of such Administrative Claim must have complied with the provisions of such order to be eligible to receive distributions under the Plan on account of such Administrative Claim. 25 To be eligible to receive distributions under the Plan on account of an Administrative Claim that is not subject to the Administrative Claim Bar Date Order and that is not a Fee Claim, all requests for payment of such Administrative Claims must be made by Proof of Administrative Claim filed with the Claims Agent so as to be received on or before 4:00 p.m. (Eastern Time) on the date that is the first Business Day after the date that is twenty (20) days after the Effective Date, unless otherwise agreed to by the Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option). Amendments to such Claims shall be governed by the provisions set forth in Section 10.3 of the Plan. ANY HOLDER OF AN ADMINISTRATIVE CLAIM THAT DOES NOT ASSERT SUCH CLAIM IN ACCORDANCE WITH THIS SECTION 2.8, SHALL HAVE ITS CLAIM BE DEEMED DISALLOWED UNDER THIS PLAN AND BE FOREVER BARRED FROM ASSERTING SUCH CLAIM AGAINST ANY OF THE DEBTORS, THE REORGANIZED STAND ALONE DEBTORS, THE REORGANIZED SALE DEBTORS, THE LIQUIDATION TRUST, THE ESTATES OR ANY OF THEIR PROPERTY. ANY SUCH CLAIM SHALL BE DISCHARGED AND THE HOLDER THEREOF SHALL BE ENJOINED FROM COMMENCING OR CONTINUING ANY ACTION, EMPLOYMENT OF PROCESS OR ACT TO COLLECT, OFFSET, RECOUP OR RECOVER SUCH CLAIM. 2.9 BAR DATE FOR FEE CLAIMS. All final applications for payment of Fee Claims shall be filed with the Bankruptcy Court and served on or before the first Business Day that is sixty (60) days after the Effective Date or such other date as otherwise agreed by the Liquidation Trust (under the Sale Option) or the Reorganization Stand Alone (under the Stand Alone Option). ANY HOLDER OF A FEE CLAIM THAT DOES NOT ASSERT SUCH CLAIM IN ACCORDANCE WITH THIS SECTION 2.9 SHALL HAVE ITS CLAIM BE DEEMED DISALLOWED UNDER THIS PLAN AND BE FOREVER BARRED FROM ASSERTING SUCH CLAIM AGAINST ANY OF THE DEBTORS, THE REORGANIZED STAND ALONE DEBTORS, THE REORGANIZED SALE DEBTORS, THE LIQUIDATION TRUST, THE ESTATES OR ANY OF THEIR PROPERTY. ANY SUCH CLAIM SHALL BE DISCHARGED AND THE HOLDER THEREOF SHALL BE ENJOINED FROM COMMENCING OR CONTINUING ANY ACTION, EMPLOYMENT OF PROCESS OR ACT TO COLLECT, OFFSET, RECOUP OR RECOVER SUCH CLAIM. ARTICLE III. UNCLASSIFIED CLAIMS 3.1 ADMINISTRATIVE CLAIMS. Subject to the terms herein, and unless the Holder of an Allowed Administrative Claim agrees to receive other, less favorable treatment, each Holder of an Allowed Administrative Claim shall be paid 100% of the unpaid allowed amount of such Administrative Claim in Cash on or as soon as reasonably practicable after the Initial Distribution Date. Notwithstanding the immediately preceding sentence: (i) under the Stand Alone Option, any Allowed Administrative Claims for goods sold or services rendered representing liabilities incurred by the Debtors in the ordinary course of business during the Chapter 11 Cases, subject to compliance with any applicable bar date, shall be paid in the ordinary course in accordance with the terms and conditions of any agreements relating thereto; (ii) Allowed Administrative 26 Claims of the United States Trustee for fees pursuant to section 1930(a)(6) of title 28 of the United States Code shall be paid in accordance with the applicable schedule for payment of such fees; and (iii) all Allowed DIP Claims arising from the Final DIP Agreement shall be paid in accordance with the Final DIP Agreement and the Final DIP Order. 3.2 PRIORITY TAX CLAIMS. Subject to the terms herein, and unless the Holder of an Allowed Priority Tax Claim agrees to receive other, fless favorable treatment, each Holder of an Allowed Priority Tax Claim shall be paid 100% of the unpaid amount of such Allowed Priority Tax Claim in Cash on or as soon as reasonably practicable after the Initial Distribution Date; provided, however, that, under the Stand Alone Option, the Reorganized Stand Alone Debtors may opt to make distributions for any Allowed Priority Tax Claim over a period not exceeding six (6) years after the date of assessment of such Allowed Priority Tax Claim as provided in section 1129(a)(9)(C) of the Bankruptcy Code. If the Reorganized Stand Alone Debtors elect this option as to any Allowed Priority Tax Claim, then the payment of such Allowed Priority Tax Claim shall be made in equal semi-annual installments with the first installment due on the later of: (i) the Initial Distribution Date; (ii) 30 calendar days after the date on which an order allowing such Allowed Priority Tax Claim becomes a Final Order; or (iii) such other time as may be agreed to by the Holder of such Allowed Priority Tax Claim and the Reorganized Stand Alone Debtors. Each installment shall include simple interest on the unpaid portion of such Allowed Priority Tax Claim, without penalty of any kind, at the statutory rate of interest provided for such taxes under applicable non-bankruptcy law; provided, however, that the Reorganized Stand Alone Debtors shall reserve the right to pay any Allowed Priority Tax Claim, or any remaining balance of such Allowed Tax Claim, in full, at any time on or after the Effective Date, without premium or penalty. Any Claim or demand for penalty relating to any Priority Tax Claim (other than a penalty of the type specified in section 507(a)(8)(G) o the Bankruptcy Code) shall be Disallowed, and the Holder of an Allowed Priority Tax Claim shall not assess or attempt to collect such penalty from the Debtors, the Liquidation Trust, the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors, the Estates or any of their respective property. 3.3 FEE CLAIMS. Subject to the terms herein, and unless the Holder of an Allowed Fee Claim agrees to receive other, less favorable treatment, each Holder of an Allowed Fee Claim shall receive 100% of the unpaid allowed amount of such Claim in Cash on or as soon as reasonably practicable after the Initial Distribution Date. 3.4 OFC AND OIC TAX CLAIMS. To the extent that OFC and OIC are included under this Plan, all OFC and OIC Tax Claims shall be Unimpaired and shall continue to be valid and fully enforceable against Reorganized Sale Debtor after the Effective Date. 27 ARTICLE IV. CLASSIFICATION, TREATMENT AND VOTING OF CLAIMS AND INTERESTS 4.1 SUMMARY. The classification of Claims and Interests against the Debtors pursuant to the Plan is as follows:

CLASS CLAIM STATUS VOTING RIGHTS - -------- ------------------------------- ---------- --------------------- Class 1 Priority Non-Tax Claims Unimpaired Not Entitled to Vote; Deemed to Accept Class 2A Secured Tax Claims Unimpaired Not Entitled to Vote; Deemed to Accept Class 2B 1997 Bonds Secured Claims Unimpaired Not Entitled to Vote; Deemed to Accept Class 2C 1998 Bonds Secured Claims Unimpaired Not Entitled to Vote; Deemed to Accept Class 2D Auto Secured Claims Unimpaired Not Entitled to Vote; Deemed to Accept Class 2E Carolina Secured Claims Unimpaired Not Entitled to Vote; Deemed to Accept Class 2F First American Secured Claims Unimpaired Not Entitled to Vote; Deemed to Accept Class 2G Foothill Secured Claims Unimpaired Not Entitled to Vote; Deemed to Accept Class 2J Thomas Secured Claims Unimpaired Not Entitled to Vote; Deemed to Accept Class 2K U.S. Bank Secured Claims Unimpaired Not Entitled to Vote; Deemed to Accept Class 2L Other Secured and Setoff Claims Unimpaired Not Entitled to Vote; Deemed to Accept Class 3 Convenience Claims Impaired Entitled to Vote Class 4A Senior Notes Claims Impaired Entitled to Vote Class 4B Junior Notes Claims Impaired Entitled to Vote Class 4C REMIC Guarantee Claims Impaired Entitled to Vote Class 4D Litigation Claims Impaired Entitled to Vote

28 Class 4E Other Unsecured Claims Impaired Entitled to Vote Class 6A Non-Debtor-Held Interests Impaired Entitled to Vote 4.2 CLASS 1 (PRIORITY NON-TAX CLAIMS). Classification: Class 1 shall consist of all Priority Non-Tax Claims. Treatment: Subject to the terms herein, and unless the Holder of an Allowed Priority Non-Tax Claim agrees to receive other, less favorable treatment, each Holder of an Allowed Priority Non-Tax Claim shall be paid 100% of the unpaid amount of such Allowed Priority Non-Tax Claim in Cash on or as soon as reasonably practicable after the Initial Distribution Date. Voting: Class 1 is an Unimpaired Class, and Holders of Class 1 Claims are not entitled to vote. 4.3 CLASS 2A (SECURED TAX CLAIMS). Classification: Class 2A shall consist of all Secured Tax Claims, to the extent (i) validly perfected under applicable non-bankruptcy law prior to the Petition Date or validly perfected after the Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable against the Debtors' Estates or the property thereof. Treatment: Subject to the provisions of sections 502(b)(3) and 506(d) of the Bankruptcy Code and herein, each Holder of an Allowed Secured Tax Claim shall receive (i) under the Sale Option, 100% of the unpaid amount of such Allowed Secured Tax Claim in Cash; or (ii) under the Stand Alone Option, at the option of the Reorganized Stand Alone Debtors: (a) 100% of the Net Proceeds from the sale of the relevant collateral, up to the unpaid amount of such Allowed Claim (with such payments to be made, if applicable, from accounts set up by the Debtors, during the Chapter 11 Cases, in connection with the sale of such collateral), subject to applicable inter-creditor lien priorities; (c) the reinstatement of the Claim in accordance with section 1124(2) of the Bankruptcy Code; (d) the indubitable equivalent of such Claim in accordance with section 1129(b)(2)(A)(iii) of the Bankruptcy Code; (e) such other, less favorable, treatment as shall be agreed to between the Holder of such Claim and the Reorganized Stand Alone Debtors; and (f) such other, less favorable, treatment as is determined by Final Order of the Bankruptcy Court. Such distribution, if required, shall be made on or as soon as reasonably practicable after the Initial Distribution Date (subject, if applicable, to the receipt by the Reorganized Stand Alone Debtors or the Liquidation Trust of the Net Proceeds of the sale of the relevant collateral). Voting: Class 2A is an Unimpaired Class, and Holders of Class 2A Claims are not entitled to vote. 29 4.4 CLASS 2B (1997 BONDS SECURED CLAIMS). Classification: Class 2B shall consist of all 1997 Bonds Secured Claims, to the extent (i) validly perfected under applicable non-bankruptcy law prior to the Petition Date or validly perfected after the Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable against the Debtors' Estates or the property thereof. Treatment: Subject to the provisions of sections 502(b)(3) and 506(d) of the Bankruptcy Code and herein, the Holder of the Allowed 1997 Bonds Secured Claim shall receive (i) under the Sale Option, 100% of the unpaid amount of such Allowed 1997 Bonds Secured Claim in Cash; or (ii) under the Stand Alone Option, at the option of the Reorganized Stand Alone Debtors: (a) 100% of the Net Proceeds from the sale of the relevant collateral, up to the unpaid amount of such Allowed Claim (with such payments to be made, if applicable, from accounts set up by the Debtors, during the Chapter 11 Cases, in connection with the sale of such collateral), subject to applicable inter-creditor Lien priorities; (c) the reinstatement of the Claim in accordance with section 1124(2) of the Bankruptcy Code; (d) the indubitable equivalent of such Claim in accordance with section 1129(b)(2)(A)(iii) of the Bankruptcy Code; (e) such other, less favorable, treatment as shall be agreed to between the Holder of such Claim and the Reorganized Stand Alone Debtors; and (f) such other, less favorable, treatment as is determined by Final Order of the Bankruptcy Court. Such distribution, if required, shall be made on or as soon as reasonably practicable after the Initial Distribution Date (subject, if applicable, to the receipt by the Reorganized Stand Alone Debtors or the Liquidation Trust of the Net Proceeds of the sale of the relevant collateral). Voting: Class 2B is an Unimpaired Class, and Holders of Class 2B Claims are not entitled to vote. 4.5 CLASS 2C (1998 BONDS SECURED CLAIMS). Classification: Class 2C shall consist of all 1998 Bonds Secured Claims, to the extent (i) validly perfected under applicable non-bankruptcy law prior to the Petition Date or validly perfected after the Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable against the Debtors' Estates or the property thereof. Treatment: Subject to the provisions of sections 502(b)(3) and 506(d) of the Bankruptcy Code and herein, a Holder of an Allowed 1998 Bonds Secured Claim shall receive (i) under the Sale Option, 100% of the unpaid amount of such Allowed 1998 Bonds Secured Claim in Cash; or (ii) under the Stand Alone Option, at the option of the Reorganized Stand Alone Debtors: (a) 100% of the Net Proceeds from the sale of the relevant collateral, up to the unpaid amount of such Allowed Claim (with such payments to be made, if applicable, from accounts set up by the Debtors, during the Chapter 11 Cases, in connection with the sale of such collateral), subject to applicable inter-creditor Lien priorities; (c) the reinstatement of the Claim in accordance with the provisions of section 1124(2) of the Bankruptcy Code; (d) the indubitable equivalent of such Claim in accordance with section 1129(b)(2)(A)(iii) of the Bankruptcy Code; (e) such other, less favorable, treatment as shall be agreed to between the Holder of such Claim and the Reorganized Stand Alone Debtors; and (f) such other, less favorable, treatment as is determined by Final Order of the Bankruptcy Court. Such distribution, if required, shall be made 30 on or as soon as reasonably practicable after the Initial Distribution Date (subject, if applicable, to the receipt by the Reorganized Stand Alone Debtors or the Liquidation Trust of the Net Proceeds of the sale of the relevant collateral). Voting: Class 2C is an Unimpaired Class, and Holders of Class 2C Claims are not entitled to vote. 4.6 CLASS 2D (AUTO SECURED CLAIMS). Classification: Class 2D shall consist of all Auto Secured Claims, to the extent (i) validly perfected under applicable non-bankruptcy law prior to the Petition Date or validly perfected after the Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable against the Debtors' Estates or the property thereof. Treatment: Subject to the provisions of sections 502(b)(3) and 506(d) of the Bankruptcy Code and herein, a Holder of an Allowed Auto Secured Claim shall receive (i) under the Sale Option, 100% of the unpaid amount of such Allowed Auto Secured Claim in Cash; or (ii) under the Stand Alone Option, at the option of the Reorganized Stand Alone Debtors: (a) 100% of the Net Proceeds from the sale of the relevant collateral, up to the unpaid amount of such Allowed Claim (with such payments to be made, if applicable, from accounts set up by the Debtors, during the Chapter 11 Cases, in connection with the sale of such collateral), subject to applicable inter-creditor Lien priorities; (c) the reinstatement of the Claim in accordance with the provisions of section 1124(2) of the Bankruptcy Code; (d) the indubitable equivalent of such Claim in accordance with section 1129(b)(2)(A)(iii) of the Bankruptcy Code; (e) such other, less favorable, treatment as shall be agreed to between the Holder of such Claim and the Reorganized Stand Alone Debtors; and (f) such other, less favorable, treatment as is determined by Final Order of the Bankruptcy Court. Such distribution, if required, shall be made on or as soon as reasonably practicable after the Initial Distribution Date (subject, if applicable, to the receipt by the Reorganized Stand Alone Debtors or the Liquidation Trust of the Net Proceeds of the sale of the relevant collateral). Voting: Class 2D is an Unimpaired Class, and Holders of Class 2D Claims are not entitled to vote. 4.7 CLASS 2E (CAROLINA SECURED CLAIMS). Classification: Class 2E shall consist of all Carolina Secured Claims, to the extent (i) validly perfected under applicable non-bankruptcy law prior to the Petition Date or validly perfected after the Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable against the Debtors' Estates or the property thereof. Treatment: Subject to the provisions of sections 502(b)(3) and 506(d) of the Bankruptcy Code and herein, a Holder of an Allowed Carolina Secured Claim shall receive (i) under the Sale Option, 100% of the unpaid amount of such Allowed Carolina Secured Claim in Cash; or (ii) under the Stand Alone Option, at the option of the Reorganized Stand Alone Debtors: (a) 100% of the Net Proceeds from the sale of the relevant collateral, up to the unpaid amount of such Allowed Claim (with such payments to be made, if applicable, from accounts set 31 up by the Debtors, during the Chapter 11 Cases, in connection with the sale of such collateral), subject to applicable inter-creditor Lien priorities; (c) the reinstatement of the Claim in accordance with the provisions of section 1124(2) of the Bankruptcy Code; (d) the indubitable equivalent of such Claim in accordance with section 1129(b)(2)(A)(iii) of the Bankruptcy Code; (e) such other, less favorable, treatment as shall be agreed to between the Holder of such Claim and the Reorganized Stand Alone Debtors; and (f) such other, less favorable, treatment as is determined by Final Order of the Bankruptcy Court. Such distribution, if required, shall be made on or as soon as reasonably practicable after the Initial Distribution Date (subject, if applicable, to the receipt by the Reorganized Stand Alone Debtors or the Liquidation Trust of the Net Proceeds of the sale of the relevant collateral). Voting: Class 2E is an Unimpaired Class, and Holders of Class 2E Claims are not entitled to vote. 4.8 CLASS 2F (FIRST AMERICAN SECURED CLAIMS). Classification: Class 2F shall consist of all First American Secured Claims, to the extent (i) validly perfected under applicable non-bankruptcy law prior to the Petition Date or validly perfected after the Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable against the Debtors' Estates or the property thereof. Treatment: Subject to the provisions of sections 502(b)(3) and 506(d) of the Bankruptcy Code and herein, the Holder of the Allowed First American Secured Claim shall receive (i) under the Sale Option, 100% of the unpaid amount of such Allowed First American Secured Claim in Cash; or (ii) under the Stand Alone Option, at the option of the Reorganized Stand Alone Debtors: (a) 100% of the Net Proceeds from the sale of the relevant collateral, up to the unpaid amount of such Allowed Claim (with such payments to be made, if applicable, from accounts set up by the Debtors, during the Chapter 11 Cases, in connection with the sale of such collateral), subject to applicable inter-creditor Lien priorities; (c) the reinstatement of the Claim in accordance with provisions of section 1124(2) of the Bankruptcy Code; (d) the indubitable equivalent of such Claim in accordance with section 1129(b)(2)(A)(iii) of the Bankruptcy Code; (e) such other, less favorable, treatment as shall be agreed to between the Holder of such Claim and the Reorganized Stand Alone Debtors; and (f) such other, less favorable, treatment as is determined by Final Order of the Bankruptcy Court. Such distribution, if required, shall be made on or as soon as reasonably practicable after the Initial Distribution Date (subject, if applicable, to the receipt by the Reorganized Stand Alone Debtors or the Liquidation Trust of the Net Proceeds of the sale of the relevant collateral). Voting: Class 2F is an Unimpaired Class, and Holders of the Class 2F Claims are not entitled to vote. 4.9 CLASS 2G (FOOTHILL SECURED CLAIMS). Classification: Class 2G shall consist of all Foothill Secured Claims, to the extent (i) validly perfected under applicable non-bankruptcy law prior to the Petition Date or validly perfected after the Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable against the Debtors' Estates or the property thereof. 32 Treatment: Subject to the provisions of sections 502(b)(3) and 506(d) of the Bankruptcy Code and herein, a Holder of an Allowed Foothill Secured Claim shall receive (a) under the Sale Option, 100% of the unpaid amount of such Allowed Claim in accordance with section 5.03 of the Purchase Agreement; or (ii) under the Stand Alone Option, at the option of the Reorganized Stand Alone Debtors: (b) the reinstatement of the Claim in accordance with the provisions of section 1124(2) of the Bankruptcy Code; (c) the indubitable equivalent of such Claim in accordance with section 1129(b)(2)(A)(iii) of the Bankruptcy Code; (d) such other, less favorable, treatment as shall be agreed to between the Holder of such Claim and the Reorganized Stand Alone Debtors; and (e) such other, less favorable, treatment as is determined by Final Order of the Bankruptcy Court. Such distribution, if required, shall be made on or as soon as reasonably practicable after the Initial Distribution Date. Voting: Class 2G is an Unimpaired Class, and Holders of Class 2G Claims are not entitled to vote. 4.10 INTENTIONALLY OMITTED. 4.11 INTENTIONALLY OMITTED. 4.12 CLASS 2J (THOMAS SECURED CLAIMS). Classification: Class 2J shall consist of all Thomas Secured Claims, to the extent (i) validly perfected under applicable non-bankruptcy law prior to the Petition Date or validly perfected after the Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable against the Debtors' Estates or the property thereof. Treatment: Subject to the provisions of sections 502(b)(3) and 506(d) of the Bankruptcy Code and herein, a Holder of an Allowed Thomas Secured Claim shall receive (i) under the Sale Option, 100% of the unpaid amount of such Allowed Thomas Secured Claim in Cash; or (ii) under the Stand Alone Option, at the option of the Reorganized Stand Alone Debtors: (a) 100% of the Net Proceeds from the sale of the relevant collateral, up to the unpaid amount of such Allowed Claim (with such payments to be made, if applicable, from accounts set up by the Debtors, during the Chapter 11 Cases, in connection with the sale of such collateral), subject to applicable inter-creditor Lien priorities; (c) the reinstatement of the Claim in accordance with the provisions of section 1124(2) of the Bankruptcy Code; (d) the indubitable equivalent of such Claim in accordance with section 1129(b)(2)(A)(iii) of the Bankruptcy Code; (e) such other, less favorable, treatment as shall be agreed to between the Holder of such Claim and the Reorganized Stand Alone Debtors; and (f) such other, less favorable, treatment as is determined by Final Order of the Bankruptcy Court. Such distribution, if required, shall be made on or as soon as reasonably practicable upon the Initial Distribution Date (subject, if applicable, to the receipt by the Reorganized Stand Alone Debtors or the Liquidation Trust of the Net Proceeds of the sale of the relevant collateral). Voting: Class 2J is an Unimpaired Class, and Holders of Class 2J Claims are not entitled to vote. 33 4.13 CLASS 2K (U.S. BANK SECURED CLAIMS). Classification: Class 2K shall consist of all U.S. Bank Secured Claims, to the extent (i) validly perfected under applicable non-bankruptcy law prior to the Petition Date or validly perfected after the Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable against the Debtors' Estates or the property thereof. Treatment: Subject to the provisions of sections 502(b)(3) and 506(d) of the Bankruptcy Code and herein, a Holder of an Allowed U.S. Bank Secured Claim shall receive (i) under the Sale Option, 100% of the unpaid amount of such Allowed U.S. Bank Secured Claim in Cash; or (ii) under the Stand Alone Option, at the option of the Reorganized Stand Alone Debtors: (a) 100% of the Net Proceeds from the sale of the relevant collateral, up to the unpaid amount of such Allowed Claim (with such payments to be made, if applicable, from accounts set up by the Debtors, during the Chapter 11 Cases, in connection with the sale of such collateral), subject to applicable inter-creditor Lien priorities; (c) the reinstatement of the Claim in accordance with the provisions of section 1124(2) of the Bankruptcy Code; (d) the indubitable equivalent of such Claim in accordance with section 1129(b)(2)(A)(iii) of the Bankruptcy Code; (e) such other, less favorable, treatment as shall be agreed to between the Holder of such Claim and the Reorganized Stand Alone Debtors; and (f) such other, less favorable, treatment as is determined by Final Order of the Bankruptcy Court. Such distribution, if required, shall be made on or as soon as reasonably practicable after the Initial Distribution Date (subject, if applicable, to the receipt by the Reorganized Stand Alone Debtors or the Liquidation Trust of the Net Proceeds of the sale of the relevant collateral). Voting: Class 2K is an Unimpaired Class, and Holders of Class 2K Claims are not entitled to vote. 4.14 CLASS 2L (OTHER SECURED AND SETOFF CLAIMS). Classification: Class 2L shall consist of all Other Secured and Setoff Claims, to the extent (i) validly perfected under applicable non-bankruptcy law prior to the Petition Date or validly perfected after the Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable against the Debtors' Estates or the property thereof. Treatment: Subject to the provisions of sections 502(b)(3) and 506(d) of the Bankruptcy Code and herein, each Holder of an Allowed Other Secured and Setoff Claim shall receive (i) under the Sale Option, 100% of the unpaid amount of such Allowed Other Secured and Setoff Claim in Cash; or (ii) under the Stand Alone Option, at the option of the Reorganized Stand Alone Debtors: (a) 100% of the Net Proceeds from the sale of the relevant collateral, up to the unpaid amount of such Allowed Claim (with such payments to be made, if applicable, from accounts set up by the Debtors, during the Chapter 11 Cases, in connection with the sale of such collateral), subject to applicable inter-creditor Lien priorities; (c) the reinstatement of the Claim in accordance with the provisions of section 1124(2) of the Bankruptcy Code; (d) the indubitable equivalent of such Claim in accordance with section 1129(b)(2)(A)(iii) of the Bankruptcy Code; (e) such other, less favorable, treatment as shall be agreed to between the Holder of such Claim and the Reorganized Stand Alone Debtors; and (f) such other, less favorable, treatment as is determined by Final Order of the Bankruptcy Court. Such distribution, if required, shall be made 34 on or as soon as reasonably practicable after the Initial Distribution Date (subject, if applicable, to the receipt by the Reorganized Stand Alone Debtors or the Liquidation Trust of the Net Proceeds of the sale of the relevant collateral). To the extent a Claim is partially an Allowed Other Secured and Setoff Claim based on an offset right and partially an Allowed Claim of another type, such Other Secured and Setoff Claim shall be deemed to have been (x) setoff only to the extent of the allowed amount of the allowed, liquidated, nondisputed, noncontingent claim owing to the Debtors, Liquidation Trust, the Reorganized Sale Debtors or the Reorganized Stand Alone Debtors and (y) a Claim classified in another relevant Class for any excess of such Claim over the amount so set off. If a Claim is a fully Secured Claim based on an offset right, the allowance of such Claim shall not affect any obligations or liabilities due and payable (at such time) to the Debtors, Liquidation Trust, the Reorganized Sale Debtors or the Reorganized Stand Alone Debtors that are in an amount in excess of the amount validly offset and the payment, in full and in cash, of all amounts due and owing as of the Effective Date to the Debtors, Liquidation Trust, the Reorganized Sale Debtors or the Reorganized Stand Alone Debtors and the turnover of any property of the Debtors, Liquidation Trust, the Reorganized Sale Debtors or the Reorganized Stand Alone Debtors held by such claimant on account of any unliquidated, disputed or contingent right of setoff shall be a precondition of the allowance of such Other Secured and Setoff Claim. Voting: Class 2L is an Unimpaired Class, and Holders of Class 2L Claims are not entitled to vote. 4.15 CLASS 3 (CONVENIENCE CLAIMS). Classification: Class 3 shall consist of all Convenience Claims. Treatment: Subject to the terms herein and unless the Holder of an Allowed Class 3 Claim makes a Convenience Class Opt-Out Election or agrees to receive other, less favorable treatment, a Holder of an Allowed Claim in this Class, including Holders of Other Unsecured Claims making a Convenience Class Opt-In Election, shall receive, in full satisfaction, settlement, release, and discharge of and in exchange for such Claim, 25% of the unpaid amount of such Allowed Class 3 Claim in Cash on or as soon as reasonably practicable after the Initial Distribution Date. Voting: Class 3 is an Impaired Class, and Holders of Class 3 Claims are entitled to vote. The Convenience Class Election must be made at the time of balloting for voting to accept or reject the Plan and clearly indicated on the Holder's Ballot and any such election for treatment as a Convenience Claim through a Convenience Class Opt-In Election shall count as a vote for the Plan; provided, however, that, if any Claim that is otherwise eligible for the Convenience Class Election is a Disputed Claim at the time of balloting, the Convenience Class Election may be made in a Final Order allowing such Claim. Once a Convenience Class Election has been made with respect to a Claim, such election shall be irrevocable; provided, however, that a Convenience Class Election can be changed or made upon the written consent of the Debtors, prior to the Effective Date, and the Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option), after the Effective Date. Whether a Holder of a Claim has properly made a Convenience Class Election shall have no effect on whether such Claim is or may become a Disputed Claim or an Allowed Claim. 35 4.16 CLASS 4A (SENIOR NOTES CLAIMS). Classification: Class 4A shall consist of all Senior Notes Claims. Treatment: Subject to the terms herein and unless the Holder of an Allowed Class 4A Claim who is the beneficial holder of such Class 4A Claim agrees to receive other, less favorable treatment, such Holder of an Allowed Claim in this Class shall receive, in full satisfaction, settlement, release, and discharge of and in exchange for such Claim: (i) under both the Sale Option and the Stand Alone Option, a beneficial interest in the Liquidation Trust in a proportion Ratable to other Allowed Claims in Class 4A, Class 4B, Class 4C, Class 4D and Class 4E; and (ii) under the Stand Alone Option, a portion of the 10,000,000 shares of New Common Stock to be issued pursuant to the Plan, in an amount that is Ratable to other Allowed Claims in Class 4A, Class 4B, Class 4C, Class 4D and Class 4E. Such distributions, shall be made on or as soon as reasonably practicable after the Initial Distribution Date, subject to the establishment of appropriate reserves for Disputed Claims in accordance with the provisions of the Plan, including reserves of New Common Stock held by the Stand Alone Voting Trust. Voting: Class 4A is an Impaired Class, and Holders of Allowed Class 4A Claims who are the beneficial holders of such Class 4A Claims are entitled to vote. 4.17 CLASS 4B (JUNIOR NOTES CLAIMS). Classification: Class 4B shall consist of all Junior Notes Claims. Treatment: Subject to the terms herein and unless a Holder of an Allowed Class 4B Claim who is the beneficial holder of such Class 4B Claim agrees to receive other, less favorable treatment, such Holder of an Allowed Claim in this Class shall receive, in full satisfaction, settlement, release, and discharge of and in exchange for such Claim: (i) under both the Sale Option and the Stand Alone Option, a beneficial interest in the Liquidation Trust in a proportion Ratable to other Allowed Claims in Class 4A, Class 4B, Class 4C, Class 4D and Class 4E; and (ii) under the Stand Alone Option, a portion of the 10,000,000 shares of New Common Stock to be issued pursuant to the Plan, in an amount that is Ratable to other Allowed Claims in Class 4A, Class 4B, Class 4C, Class 4D and Class 4E. Such distributions, shall be made on or as soon as reasonably practicable after the Initial Distribution Date, subject to the establishment of appropriate reserves for Disputed Claims in accordance with the provisions of the Plan, including reserves of New Common Stock held by the Stand Alone Voting Trust. Voting: Class 4B is an Impaired Class, and Holders of Allowed Class 4B Claims who are the beneficial holders of such Class 4B Claims are entitled to vote. 4.18 CLASS 4C (REMIC GUARANTEE CLAIMS). Classification: Class 4C shall consist of all REMIC Guarantee Claims. Treatment: Subject to the terms herein and unless a Holder of an Allowed Class 4C Claim agrees to receive other, less favorable treatment, such Holder of an Allowed Claim in this Class shall receive, in full satisfaction, settlement, release, and discharge of and in exchange 36 for such Claim: (i) under both the Sale Option and the Stand Alone Option, a beneficial interest in the Liquidation Trust in a proportion Ratable to other Allowed Claims in Class 4A, Class 4B, Class 4C, Class 4D and Class 4E; and (ii) under the Stand Alone Option, a portion of the 10,000,000 shares of New Common Stock to be issued pursuant to the Plan, in an amount that is Ratable to other Allowed Claims in Class 4A, Class 4B, Class 4C, Class 4D and Class 4E. Such distributions, shall be made on or as soon as reasonably practicable after the Initial Distribution Date, subject to the establishment of appropriate reserves for Disputed Claims in accordance with the provisions of the Plan, including reserves of New Common Stock held by the Stand Alone Voting Trust. This treatment shall not prohibit the surrender of REMIC Certificates or interests therein to the Liquidation Trust (under the Sale Option) or the Reorganized Sale Debtors (under the Stand Alone Option) in connection with the resolution of Disputed Class 4C Claims. Voting: Class 4C is an Impaired Class, and Holders of Allowed Class 4C Claims who are the beneficial holders of such Class 4C Claims are entitled to vote. 4.19 CLASS 4D (LITIGATION CLAIMS). Classification: Class 4D shall consist of all Litigation Claims. Treatment: Subject to the terms herein and unless a Holder of an Allowed Class 4D Claim agrees to receive other, less favorable treatment, such Holder of an Allowed Claim in this Class shall receive, in full satisfaction, settlement, release, and discharge of and in exchange for such Claim: (i) under both the Sale Option and the Stand Alone Option, a beneficial interest in the Liquidation Trust in a proportion Ratable to other Allowed Claims in Class 4A, Class 4B, Class 4C, Class 4D and Class 4E; and (ii) under the Stand Alone Option, a portion of the 10,000,000 shares of New Common Stock to be issued pursuant to the Plan, in an amount that is Ratable to other Allowed Claims in Class 4A, Class 4B, Class 4C, Class 4D and Class 4E. Such distributions, shall be made on or as soon as reasonably practicable after the Initial Distribution Date, subject to the establishment of appropriate reserves for Disputed Claims in accordance with the provisions of the Plan, including reserves of New Common Stock held by the Stand Alone Voting Trust. Voting: Class 4D is an Impaired Class, and Holders of Allowed Class 4D Claims are entitled to vote. 4.20 CLASS 4E (OTHER UNSECURED CLAIMS). Classification: Class 4E shall consist of all Other Unsecured Claims. Treatment: Subject to the terms herein and unless a Holder of an Allowed Class 4E Claim makes a Convenience Class Opt-In Election or agrees to receive other, less favorable treatment, such Holder of an Allowed Claim in this Class shall receive, in full satisfaction, settlement, release, and discharge of and in exchange for such Claim: (i) under both the Sale Option and the Stand Alone Option, a beneficial interest in the Liquidation Trust in a proportion Ratable to other Allowed Claims in Class 4A, Class 4B, Class 4C, Class 4D and Class 4E; and (ii) under the Stand Alone Option, a portion of the 10,000,000 shares of New Common Stock to 37 be issued pursuant to the Plan, in an amount that is Ratable to other Allowed Claims in Class 4A, Class 4B, Class 4C, Class 4D and Class 4E. Such distributions, shall be made on or as soon as reasonably practicable after the Initial Distribution Date, subject to the establishment of appropriate reserves for Disputed Claims in accordance with the provisions of the Plan, including reserves of New Common Stock held by the Stand Alone Voting Trust. Voting: Class 4E is an Impaired Class, and Holders of Allowed Class 4E Claims are entitled to vote. 4.21 INTENTIONALLY OMITTED. 4.22 CLASS 6A (NON-DEBTOR-HELD INTERESTS). Classification: Class 6 shall consist of all Non-Debtor-Held Interests. Treatment: Subject to the terms herein and unless the Holder of an Allowed Class 6A Interest agrees to receive other, less favorable treatment, such Holder of an Allowed Interest in this Class shall receive, in full satisfaction, settlement, release, and discharge of and in exchange for such Interest: (i) under the Sale Option, retention of its Interest in Oakwood; or (ii) under the Stand Alone Option, a portion of the New Warrants to be issued pursuant to the Plan, in an amount that is Ratable to other Allowed Interests in Class 6A. Such distributions shall be made on or as soon as reasonably practicable upon the Initial Distribution Date, subject to the establishment of appropriate reserves under the Stand Alone Option for Disputed Interests in accordance with the provisions of the Plan; provided, however, that no distribution shall be made to Holders of Allowed Class 6A Interests if any of Class 4A, Class 4B, Class 4C, Class 4D or Class 4E does not accept the Plan. Voting: Class 6A is an Impaired Class, and all Holders of Allowed Class 6A Claims are entitled to vote. 4.23 INTENTIONALLY OMITTED. ARTICLE V. CONDITIONS PRECEDENT 5.1 CONDITIONS TO CONFIRMATION. (a) UNDER THE SALE OPTION. Unless this condition is waived in accordance with the Plan, the Confirmation Order and the Plan Supplement must be in form and substance reasonably acceptable to the Debtors, the Creditors' Committee, the Buyer and Berkshire, and the Confirmation Order shall: (i) order, find, and decree that the Purchase Agreement and all other documents necessary to consummate the sale of the Purchased Business to the Buyer, including the documents 38 substantially in the form set forth in the Plan Supplement, are approved in all respects and that all parties thereto are authorized and directed to perform all of their obligations thereunder; (ii) order, find, and decree that the sale of the Purchased Business to the Buyer pursuant to the Plan and the Purchase Agreement, including, without limitation, OSHC's rejection of the Subservicing Agreements, OSHC's assumption of the Servicing Agreements, and OSHC's assignment of the Servicing Agreements to Buyer (but only if such Subservicing Agreements and Servicing Agreement are not already the subjects of a separate order or orders of the Bankruptcy Court): (a) is in the best interests of all of the Debtors' constituencies, (b) maximizes the value of the Debtors' business enterprises, (c) is approved pursuant to Bankruptcy Code sections 105, 363, 365, 1123, and 1129, and (d) that the Buyer has acted in good faith for the purposes of Bankruptcy Code sections 363(m) and 365; (iii) order, find and decree that the Confirmation Order shall supersede any orders of the Court issued prior to the Confirmation Date to the extent that those prior orders may be inconsistent with the Confirmation Order; (iv) order and decree that the Estates of the Debtors shall be substantively consolidated but only to the extent set forth in the Plan; (v) authorize the implementation of the Plan in accordance with its terms; (vi) provide that any transfers effected or mortgages or other security documents entered into or to be effected or entered into under the Plan shall be and are exempt from any state, city, or other municipality transfer taxes, mortgage recording taxes, and any other stamp or similar taxes pursuant to Bankruptcy Code section 1146(c); (vii) approve in all respects the other settlements, transactions, and agreements to be effected pursuant to the Plan; (viii) provide that all executory contracts or unexpired leases assumed by the Debtors and assigned during the Chapter 11 Cases or under the Plan shall remain in full force and effect for the benefit of the assignee thereof notwithstanding any provisions in any contract or lease (including provisions of the kinds described in Bankruptcy Code section 365(b)(2) and (f)) that prohibit assignment or transfer thereof or that enable or require termination or modification of such contract or lease upon assignment thereof); (ix) provide that (A) all executory contracts and unexpired leases of any Debtor that are listed in the Purchase Agreement as 39 executory contracts and unexpired leases to be assumed and assigned thereunder shall be deemed assumed by the Debtor that is a party thereto and assigned to the Buyer; and (B) effective as of the Petition Date, all other executory contracts and unexpired leases of the Debtors are subject to the treatment provided in Article IX of the Plan; (x) provide that with respect to all assumptions and all assignments described or authorized in the preceding paragraph, all such contracts or leases shall remain in full force and effect for the benefit of the Buyer, the Reorganized Sale Debtors or the Liquidation Trust, as applicable, notwithstanding any provisions in any contract or lease (including provisions of the kinds described in Bankruptcy Code section 365(b)(2) and (f)) that prohibit assignment or transfer thereof or that enable or require termination or modification of such contract or lease upon assignment thereof; (xi) establish the Liquidation Trust consistent with the terms of the Liquidation Trust Agreement and the Plan; (xii) order, find and decree that the Transfers of Assets by the Debtors to the Buyer, the Reorganized Sale Debtors or the Liquidation Trust: (A) are or shall be legal, valid, and effective transfers of property; (B) vest or shall vest the transferee with good title to such property free and clear of all Liens, Claims, encumbrances, and Interests of any Person, except as expressly provided in the Plan, Purchase Agreement or Confirmation Order; (C) do not and shall not constitute avoidable transfers under the Bankruptcy Code or under applicable bankruptcy or non-bankruptcy law; and (D) do not and shall not subject the Buyer, the Reorganized Sale Debtors or the Liquidation Trust to any liability by reason of such transfer under the Bankruptcy Code or under applicable non-bankruptcy law, including any laws affecting successor or transferee liability or fraudulent conveyance or transfer laws; (xiii) find that the Plan complies with all applicable provisions of the Bankruptcy Code, including that the Plan was proposed in good faith and that the Confirmation Order was not procured by fraud; (xiv) order, find and decree that, unless otherwise explicitly stated in the Plan, all Claims related to the Debtors not otherwise discharged or released under the Plan, if any, shall become solely the responsibility of the Reorganized Sale Debtors and shall not be the responsibility or liability of the Liquidation Trust or the Buyer; (xv) approve, in all respects, the Plan Supplement; 40 (xvi) find that the provisions of Bankruptcy Code sections 1145 and 1146(c) apply to the transactions contemplated hereunder, if applicable; and (xvii) appoint a Person to serve as the responsible officer and director for each of the Reorganized Sale Debtors empowered to take action without requiring the vote or consent of the Holders of Old Common Stock in accordance with applicable law. (b) UNDER THE STAND ALONE OPTION. Unless this condition is waived in accordance with the Plan, the Confirmation Order and the Plan Supplement must be in form and substance reasonably acceptable to the Debtors, the Creditors' Committee and Berkshire, and the Confirmation Order shall: (i) include a provision authorizing the Reorganized Debtors to adopt and file their respective Amended and Restated Certificates of Incorporation and Amended and Restated Bylaws; (ii) order, find and decree that the Confirmation Order shall supersede any orders of the Court issued prior to the Confirmation Date to the extent that those prior orders may be inconsistent with the Confirmation Order; (iii) order and decree that the Estates of the Debtors shall be substantively consolidated but only to the extent set forth in the Plan; (iv) include a provision authorizing the issuance of the New Common Stock and New Warrants, if necessary; (v) establish the Liquidation Trust consistent with the terms of the Liquidation Trust Agreement and the Plan; (vi) establish the Stand Alone Voting Trust consistent with the terms of the Stand Alone Voting Trust Agreement and the Plan; (vii) order, find and decree that the Transfers of Assets by the Debtors to the Reorganized Stand Alone Debtors or the Liquidation Trust: (A) are or shall be legal, valid, and effective transfers of property; (B) vest or shall vest the transferee with good title to such property free and clear of all Liens, Claims, encumbrances, and Interests of any Person, except as expressly provided in the Plan, Purchase Agreement or Confirmation Order; (C) do not and shall not constitute avoidable transfers under the Bankruptcy Code or under applicable bankruptcy or non-bankruptcy law; and (D) do not and shall not subject the Reorganized Stand Alone Debtors or the Liquidation Trust to any liability by reason of such transfer under the Bankruptcy Code or under applicable non-bankruptcy law, including any laws affecting successor or transferee liability; 41 (viii) find that the Plan complies with all applicable provisions of the Bankruptcy Code, including that the Plan was proposed in good faith and that the Confirmation Order was not procured by fraud; (ix) order, find and decree that, unless otherwise explicitly stated in the Plan, all claims related to the Debtors not otherwise discharged or released under the Plan, if any, shall become solely the responsibility of the Reorganized Stand Alone Debtors and shall not be the responsibility or liability of the Liquidation Trust; (x) find that confirmation of the Plan is not likely to be followed by the liquidation of the Reorganized Stand Alone Debtors or the need for further financial reorganization, expect as specifically provided in the Plan; (xi) approve, in all respects, the Plan Supplement; (xii) approve in all respects the other settlements, transactions, and agreements to be effectuated pursuant to the Plan, including the Exit Facility Agreement; and (xiii) find that the provisions of Bankruptcy Code sections 1145 and 1146(c) apply to the transactions contemplated hereunder, if applicable. 5.2 CONDITIONS TO CONSUMMATION. (a) UNDER THE SALE OPTION. The Debtors intend to request that the Confirmation Order include a finding by the Bankruptcy Court that, notwithstanding Bankruptcy Rule 3020(e), the Confirmation Order shall take effect immediately upon its entry and shall be a Final Order. Notwithstanding the foregoing, the Plan may not be consummated, and the Effective Date shall not occur, unless and until each of the conditions set forth below is satisfied or waived (if and to the extent permitted by the Plan) by the Debtors, the Creditors' Committee, the Buyer and Berkshire (such waivers shall not be unreasonably withheld): (i) after the entry of the Confirmation Order, no modifications shall have been made to the Plan except in accordance with its provisions with respect to its modification; (ii) the Confirmation Date shall have occurred and the Confirmation Order, in a form consistent with Section 5.1(a), shall have been signed by the judge presiding over the Chapter 11 Cases and shall have become a Final Order; (iii) all conditions precedent to the confirmation of the Plan in Section 5.1(a) of the Plan shall have been satisfied and shall continue to be satisfied; 42 (iv) all actions, documents, and agreements necessary to implement the provisions of the Plan to be effectuated on or prior to the Effective Date, including any actions, documentation or agreements necessary for the release of any collateral pursuant to Section 5.03 of the Purchase Agreement, shall be reasonably satisfactory to the Debtors, the Creditors' Committee and (to the extent required by the Purchase Agreement) the Buyer, and such actions, documents, and agreements shall have been effected or executed and delivered. All documents to be contained in the Plan Supplement shall be completed and in final form and, as applicable, executed by the parties thereto and all conditions precedent contained in any of the foregoing shall have been satisfied or waived; (v) all conditions to the closing under the Purchase Agreement shall have been satisfied or waived in accordance therewith, and the closing is prepared to occur on the Effective Date; and (vi) the Debtors shall have sufficient Cash on hand (or will have sufficient Cash immediately upon the closing of the Purchase Agreement) to make distributions of Cash required pursuant to the Plan on the Initial Distribution Date and to fund reasonably anticipated expenses of the Liquidation Trust. (b) UNDER THE STAND ALONE OPTION. The Debtors intend to request that the Confirmation Order include a finding by the Bankruptcy Court that, notwithstanding Bankruptcy Rule 3020(e), the Confirmation Order shall take effect immediately upon its entry and shall be a Final Order. Notwithstanding the foregoing, the Plan may not be consummated, and the Effective Date shall not occur, unless and until each of the conditions set forth below is satisfied or waived (if and to the extent permitted by the Plan) by the Debtors, the Creditors' Committee and Berkshire (such waivers shall not be unreasonably withheld): (i) after the entry of the Confirmation Order, no modifications shall have been made to the Plan except in accordance with its provisions with respect to its modification; (ii) the Confirmation Date shall have occurred and the Confirmation Order, in a form consistent with Section 5.1(b), shall have been signed by the judge presiding over the Chapter 11 Cases and shall have become a Final Order; (iii) all conditions precedent to the confirmation of the Plan in Section 5.1(b) of the Plan shall have been satisfied and shall continue to be satisfied; (iv) all actions, documents, and agreements necessary to implement the provisions of the Plan to be effectuated on or prior to the Effective Date shall be reasonably satisfactory to the 43 Debtors, the Creditors' Committee and Berkshire, and such actions, documents, and agreements shall have been effected or executed and delivered. All documents to be contained in the Plan Supplement shall be completed and in final form and, as applicable, executed by the parties thereto and all conditions precedent contained in any of the foregoing shall have been satisfied or waived; (v) the Debtors shall have sufficient Cash on hand (or investments projected by the Debtors to provide timely Cash) to make distributions of Cash required pursuant to the Plan on the Initial Distribution Date and to fund reasonably anticipated expenses of the Liquidation Trust; (vi) the Debtors have established the Liquidation Trust; and (vii) the Debtors have entered into the necessary agreements and may commence borrowing under the Exit Facility. 5.3 WAIVER OF CONDITIONS. The waiver of any condition set forth in this Article V may be made without further notice or order of the Bankruptcy Court. 5.4 EFFECT OF NONOCCURRENCE OF THE CONDITIONS TO CONSUMMATION. If each of the conditions to consummation and the occurrence of the Effective Date has not been satisfied or duly waived in accordance with the Plan on or before the first Business Day that is more than ninety (90) days after the Confirmation Date, or such later date as shall be agreed by the Debtors, the Creditors' Committee and Berkshire, the Debtors may schedule a status hearing with the Bankruptcy Court. If the Confirmation Order is ultimately vacated, the Plan shall be null and void in all respects, and nothing contained in the Plan shall constitute an admission, a waiver or release of any Claims against or Interests in any of the Debtors. ARTICLE VI. IMPLEMENTATION In addition to the provisions set forth elsewhere in the Plan, the following shall constitute the means of execution and implementation of the Plan. The Sale Option shall be implemented unless the Purchase Agreement is terminated by its terms; provided, however, that the Debtors may not terminate the Purchase Agreement, and thereby consummate the Plan pursuant to the Stand Alone Option, without the consent of the Creditors' Committee, which consent shall not be unreasonably withheld. If the Purchase Agreement is terminated by its terms, the Plan will be implemented according to the Stand Alone Option. 44 6.1 PLAN IMPLEMENTATION UNDER THE SALE OPTION. (a) CONSUMMATION OF SALE TRANSACTION. Entry of the Confirmation Order shall constitute the Bankruptcy Court's approval of the Purchase Agreement and the transactions to be entered into, and actions to be taken, thereunder pursuant to sections 363, 365, 1123, 1129, 1145 and 1146(c) of the Bankruptcy Code. The Debtors shall sell and Transfer the Purchased Business to the Buyer in accordance with the Purchase Agreement. (b) AUTHORIZATION OF THE SALE TRANSACTION. The confirmation of this Plan shall authorize the consummation of all transactions contemplated by the Purchase Agreement with no requirement of any further authorization by the boards of directors, shareholders, members, managers, partners or general partners of any of the Debtors. Upon confirmation, the appropriate officers of the Debtors shall be authorized to execute any and all documents and perform any and all acts necessary and appropriate to consummate all transactions contemplated by the Purchase Agreement. (c) REVESTING AND TRANSFER OF ASSETS. Pursuant to Bankruptcy Code section 1141(b), the assets and property of the Estates and of the Debtors shall vest or revest, such that: (i) on the Effective Date, the Purchase Consideration, less the Reorganized Sale Debtors Capitalization Amount, and the Excluded Sale Trust Assets, including any value associated with Debtor Suburban Home Sales, Inc. to the extent such value is an Excluded Asset, shall vest in the Liquidation Trust; and (ii) on the Effective Date, the Excluded Sale Debtor Assets and the Reorganized Sale Debtors Capitalization Amount shall vest or revest in the Reorganized Sale Debtors; provided, however, that the Liquidation Trust may abandon or otherwise not accept any Excluded Sale Trust Assets that the Liquidation Trust believes, in good faith, have no value to the Liquidation Trust. Any Excluded Sale Trust Assets which the Liquidation Trust abandons or otherwise does not accept shall not vest or revest in the Liquidation Trust and shall vest or revest in the Reorganized Sale Debtors. As of the Effective Date, all Assets vested or revested in the Liquidation Trust or the Reorganized Sale Debtors, and all assets and property dealt with by the Plan, including all Assets transferred to the Buyer pursuant to the Purchase Agreement, shall be free and clear of all Claims, Liens, and interests except as otherwise specifically provided in the Plan or in the Confirmation Order. Any property of any non-debtor affiliates of the Debtors, and any Claims and Liens against any non-debtor affiliates of the Debtors or their respective properties shall not be affected or impaired by the operation of the Plan, the Confirmation Order, or otherwise except as specifically provided herein. Additionally, as of the Effective Date, under the Sale Option, all of the Estates' rights, benefits, duties and obligations under the Purchase Agreement arising after the closing of the Purchase Agreement shall be assumed by, assigned to and vest in the Liquidation Trust. 45 (d) MERGER OF DEBTORS AND VESTING OF ASSETS IN REORGANIZED SALE DEBTORS. The Debtors' anticipate that, on the Effective Date, the Reorganized Sale Debtors may or may not each remain organized as they were prior to the Petition Date under the applicable state law of each of their respective jurisdictions of organization, except to the extent a different corporate structure is determined to benefit the Reorganized Sale Debtors or the Liquidation Trust and/or such entities have not previously been merged, liquidated or dissolved in accordance with applicable law prior to the Effective Date. Pursuant to the Plan, each of the surviving Reorganized Sale Debtors will be governed by an independent and disinterested Person selected by the Debtors with the consent of the Creditors' Committee and Berkshire, which consent shall not be unreasonably withheld, and identified in the Plan Supplement, as each Reorganized Sale Debtors' sole officer, director or similar appropriate capacity under state law; provided, however, that an outstanding Fee Claim shall not render a Person ineligible to serve as the sole officer and director of any of the Reorganized Sale Debtors. Such individual shall be empowered to take all necessary and appropriate corporate actions without further meetings or voting by shareholders, members, partners, or holders of ownership interests. If Oakwood Financial Corporation is not a debtor under the Bankruptcy Code as of the Effective Date, Reorganized Sale OKWD shall retain the stock of Oakwood Financial Corporation. If Oakwood Financial Corporation is a debtor under the Bankruptcy Code on the Effective Date, its plan of reorganization shall provide for the ownership of its stock by the Reorganized Sale Debtors. (e) TREATMENT OF OLD COMMON STOCK, INTERESTS AND BENEFICIAL INTEREST IN THE LIQUIDATION TRUST. On the Effective Date, the shares of Old Common Stock shall remain outstanding pursuant to the terms of the Plan; provided, however, that the rights of Holders of Old Common Stock may be altered to effectuate the purposes of the Plan. The Reorganized Sale Debtors likely will be dissolved in accordance with state law, in which event the shares of Old Common Stock shall not be transferable, shall not be listed on any exchange, and no periodic reports will be filed with the Securities and Exchange Commission. The beneficial interests of the Liquidation Trust issued pursuant to the Plan shall be issued pursuant to the exemption from securities registration contained in section 1145 of the Bankruptcy Code. Any securities issued or transferred by the Reorganized Sale Debtors or the Liquidation Trust shall be issued or transferred pursuant to the exemption from securities registration contained in section 1145 of the Bankruptcy Code and shall be exempt from taxes pursuant to section 1146(c) of the Bankruptcy Code. (f) CONSIDERATIONS REGARDING THE ADDITIONAL DEBTORS. In order to consummate the sale under the Purchase Agreement three more entities wholly owned by the Debtors--Oakwood Financial Corporation, Oakwood Investment Corporation and Oakwood Servicing Holdings Co., LLC. (and potentially other similar entities) may become debtors and may file motions and plans of reorganization to facilitate certain transfers. These entities are special purpose entities with limited activities and their filings and bankruptcy cases, even if substantively consolidated with the Debtors, would not have a material effect on distributions to creditors. 46 Pursuant to the Plan or a separate motion, OHSC shall, under sections 105, 363 and 365 of the Bankruptcy Code, as of the Effective Date, (i) reject the Subservicing Agreements, (ii) assume the Servicing Agreements, and (iii) assign the Servicing Agreements to the Buyer in accordance with Section 4.13 of the Purchase Agreement. To the extent the Subservicing Agreements and Servicing Agreement are not already the subjects of a separate order or orders of the Bankruptcy Court, the Plan shall constitute a motion for authority to reject the Subservicing Agreements and to assume and assign the Servicing Agreements in accordance with Section 4.13 of the Purchase Agreement. (g) DISTRIBUTIONS OF CASH. The Liquidation Trust shall be responsible for making all distribution of Cash to Holders of Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Class 1 Claims, Allowed Class 2 Claims and Allowed Class 3 Claims, subject to appropriate reserves as described in Section 8.2 of the Plan. 6.2 PLAN IMPLEMENTATION UNDER THE STAND ALONE OPTION. (a) VESTING OF ASSETS. Pursuant to section 1141(b) of the Bankruptcy Code, except for the Initial Stand Alone Trust Assets, as otherwise provided in the Plan, property of the Estates and of the Debtors shall revest, such that: (i) on the Effective Date, the Initial Stand Alone Trust Assets shall vest in the Liquidation Trust; and (ii) on the Effective Date, all of the Assets other than the Initial Stand Alone Trust Assets shall vest or revest in the Reorganized Stand Alone Debtors. As of the Effective Date, all Assets vested or revested in the Liquidation Trust or the Reorganized Stand Alone Debtors, and all assets and property dealt with by the Plan, shall be free and clear of all Claims, Liens, and interests except as otherwise specifically provided in the Plan or in the Confirmation Order. Any property of any non-debtor affiliates of the Debtors, and any Claims and Liens against any non-debtor affiliates of the Debtors or their respective properties shall not be affected or impaired by the operation of the Plan, the Confirmation Order, or otherwise except as specifically provided herein. From and after the Effective Date, the Reorganized Stand Alone Debtors may operate their businesses and use, acquire, and dispose of property without supervision or approval of the Bankruptcy Court, free of any restrictions of the Bankruptcy Code, the Bankruptcy Rules, and the guidelines and requirements of the United States Trustee, other than those restrictions expressly imposed by the Plan or the Confirmation Order. (b) AMENDED AND RESTATED CERTIFICATES OF INCORPORATION. Upon the Effective Date, the Reorganized Stand Alone Debtors shall file their Amended and Restated Certificates of Incorporation, as set forth in the Plan Supplement, with the offices of the Secretary of State of the state that governs their respective entities in accordance with the respective state law. Each Amended and Restated Certificate of Incorporation will, among other things, provide for the prohibition of the issuance of non-voting 47 equity securities to the extent required by section 1123(a) of the Bankruptcy Code, and with respect to Reorganized Stand Alone Oakwood, authorize 20,000,000 shares of New Common Stock. After the Effective Date, the Reorganized Stand Alone Debtors may amend and restate their Amended and Restated Certificates of Incorporation and other constituent documents as permitted by applicable law. (c) AMENDED AND RESTATED BYLAWS. The Reorganized Stand Alone Debtors shall adopt and effect the Amended and Restated Bylaws, as set forth in the Plan Supplement. (d) NEW SECURITIES. On the Effective Date, Reorganized Stand Alone Oakwood shall issue, in accordance with the provisions of this Plan and the registration rights agreement in the Plan Supplement, 10,000,000 shares of the New Common Stock, which shall constitute 100% of the total number of shares of such New Common Stock to be issued and outstanding on or immediately after the Effective Date, and the New Warrants to be distributed pursuant to the terms of the Plan. The Reorganized Stand Alone Debtors shall endeavor in good faith to list the New Common Stock on a national exchange as soon as reasonably practicable. The New Warrants, as provided in the Warrant Agreement, shall have a seven year maturity and an exercise price initially computed for an initial market value of New Common Stock, which would result in 100% recovery to the Holders of Class 4A, 4B, 4C, 4D and 4E Claims as provided for in the Warrant Agreement. The exercise price will increase annually at the risk free rate (30-year Treasury rate) until their expiration. The shares of New Common Stock and New Warrants issued pursuant to the Plan shall be issued pursuant to the exemption from securities registration contained in section 1145 of the Bankruptcy Code and shall be exempt from taxes pursuant to section 1146(c) of the Bankruptcy Code. (e) DIRECTORS. Upon the Effective Date, the operation of each of the Reorganized Stand Alone Debtors shall become the general responsibility of their respective boards of directors (or their equivalents) who shall, thereafter, have the responsibility for the management, control and operation of each of the Reorganized Stand Alone Debtors. The initial board of directors for Reorganized Stand Alone Oakwood shall be comprised of five (5) directors, all of whom are disinterested under the Bankruptcy Code and independent under applicable securities law; provided, however, that an outstanding Fee Claim shall not render a Person ineligible to serve on the initial board of directors; provided further, however, that the chief executive officer of the Reorganized Stand Alone Debtors may be named to the initial board of directors. The initial board of directors shall be designated by the Creditors' Committee, which such designations shall be reasonably acceptable to the Debtors and Berkshire and shall be included by the Debtors in the Plan Supplement, prior to the Effective Date. If, prior to the Confirmation Hearing, the Creditors' Committee does not so designate an initial board of directors, or designates an incomplete initial board of directors, the existing members of the board of directors of Oakwood, before the Confirmation Hearing, shall so designate those remaining undesignated directorships. 48 The initial boards of directors of the reorganized Affiliate Debtors shall be the same as that of Reorganized Stand Alone Oakwood unless otherwise designated by the board of directors of Reorganized Stand Alone Oakwood. Pursuant to section 1129(a)(5) of the Bankruptcy Code, the names of each of the director nominees shall be disclosed prior to the entry of any Confirmation Order. All such directors shall be deemed elected, and those directors not continuing in office shall be deemed removed therefrom, effective on the Effective Date, pursuant to the Confirmation Order. Such directors' tenure and the manner of selection of new directors shall be initially as provided in the Amended and Restated Certificates of Incorporation and the Amended and Restated Bylaws. (f) OFFICERS. On the Effective Date, the existing officers of each of the Debtors shall be retained and shall remain as officers of the Reorganized Stand Alone Debtors and shall continue to serve until such time as they may resign, be removed or be replaced by the board of directors of each of the Reorganized Stand Alone Debtors. (g) EMPLOYMENT CONTRACTS AND PROFESSIONAL RETENTIONS. From and after the Effective Date, the Reorganized Stand Alone Debtors may enter into employment contracts with their respective officers, agents or employees. The Reorganized Stand Alone Debtors may, among other things, retain any employee, professional, consultant, or claims, notice or disbursing agents as it shall deem necessary to comply with the provisions of this Plan, including those Persons that have served as employees, professionals, consultants or agents during the Chapter 11 Cases. (h) CORPORATE ACTION AND OTHER DOCUMENTS AND ACTIONS. The adoption of the Amended and Restated Certificates of Incorporation, the Amended and Restated Bylaws, the selection of directors and officers for the Reorganized Stand Alone Debtors, the issuance and distribution of the New Common Stock and New Warrants, the execution and delivery of any contract, instrument, release, document or agreement, and any other matter provided for under the Plan involving the corporate action to be taken by or required of any of the Reorganized Stand Alone Debtors shall be deemed to have occurred and be effective as provided herein, and shall be authorized and approved in all respects without any requirement of further action by stockholders or directors of any of the Debtors or Reorganized Stand Alone Debtors. (i) APPROVAL OF THE EXIT FACILITY. Entry of the Confirmation Order shall, to the extent necessary, authorize and approve, without any further action by the Debtors, the Exit Facility Agreement and the transactions to be entered into, and actions to be taken thereunder, pursuant the Bankruptcy Code. 49 (j) DISTRIBUTIONS OF CASH. The Reorganized Stand Alone Debtors shall be responsible for making all distributions of Cash to Holders of Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Class 1 Claims, Allowed Class 2 Claims and Allowed Class 3 Claims, subject to appropriate reserves as described in Section 8.2 of the Plan. (k) DISTRIBUTIONS OF PROCEEDS FROM THE LIQUIDATION TRUST. The Reorganized Stand Alone Debtors shall be responsible for directing the Liquidation Trust with respect to the creation of reserves, as described in Section 8.2 of the Plan, and the distribution of the assets of the Liquidation Trust to Holders of Allowed Claims from Classes 4A, 4B, 4C, 4D and 4E. 6.3 PROVISIONS CONCERNING PLAN IMPLEMENTATION UNDER BOTH THE SALE OPTION AND THE STAND ALONE OPTION. (a) SUBSTANTIVE CONSOLIDATION. (i) EFFECT OF SUBSTANTIVE CONSOLIDATION. On the Effective Date, the Estates shall be substantively consolidated for all purposes related to the Plan (but only for those purposes) including voting, confirmation, distributions and claim determinations. The substantive consolidations of the Estates shall have the following effects: (i) all assets and liabilities of the Debtors shall be treated as though they were merged for purposes of distribution; (ii) all prepetition and postpetition cross-corporate guarantees of the Debtors shall be eliminated; (iii) all Claims based upon guarantees of collection, payment or performance made by one or more Debtors as to the obligations of another Debtor or of any other Person shall be discharged, released and of no further force and effect; (iv) any obligation of any Debtor and all guarantees thereof executed by one or more of the Debtors shall be deemed to be one obligation of the Estate; (v) any Claims filed or to be filed in connection with any such obligation and such guarantees shall be deemed one Claim against the Estate; (vi) each and every Claim filed in the individual Chapter 11 Case of any of the Debtors shall be deemed filed against the consolidated Estate in the consolidated Chapter 11 Cases and shall be deemed a single obligation of the relevant Estate under the Plan on and after the Confirmation Date; and (vii) the Chapter 11 Cases of the Affiliate Debtors shall be closed and the consolidated Estate be administered through Oakwood's Chapter 11 Case. In connection with, and as a result of, the substantive consolidation of the Debtors' Estates and Chapter 11 Cases as provided in the Plan, on the occurrence of the Effective Date all Intercompany Claims shall be (i) released, (ii) contributed to capital, (iii) dividended or (iv) remain Unimpaired, depending on the tax consequences, and Holders of Intercompany Claims shall not be entitled to, and shall not, receive or retain any property or interest in property on account of such Claims, except to the extent potential tax consequences otherwise dictate. Notwithstanding this Section 6.3, on the Effective Date, all Debtor Holders of Debtor-Held Interests in any of the Debtors shall either (i) retain such Debtor-Held Interest, in 50 which case the Debtor Holding an Interest in an Affiliate Debtor shall continue to hold such Debtor-Held Interest in the corresponding Reorganized Subsidiary or (ii) receive new equity in the appropriate reorganized Affiliate Debtor upon the cancellation of the old equity. The substantive consolidation provided for herein shall not, other than for purposes related to the Plan and distributions to be made hereunder, affect the legal and corporate structures of the Debtors or the Non-Debtor-Held Interests, the rights and defenses of the Liquidation Trust and the Reorganized Stand Alone Debtors pertaining to the Causes of Action, and any obligations under any executory contract or unexpired leases assumed in the Plan or otherwise in the Chapter 11 Cases. (ii) PLAN AS MOTION FOR APPROVAL OF SUBSTANTIVE CONSOLIDATION. The Plan shall serve as a motion seeking entry of an order substantively consolidating the Estates as provided herein. (b) CREATION OF THE LIQUIDATION TRUST. The Liquidation Trustee shall sign the Liquidation Trust Agreement and accept the Liquidation Trust assets on behalf of the beneficiaries thereof, and the Liquidation Trust will then be deemed created and effective without any further action of the directors or shareholders of the Debtors. The Liquidation Trust shall be established for the sole purpose of liquidating its assets, with no objective to continue or engage in the conduct of a trade or business. The beneficiaries of the Liquidation Trust shall be bound by the Liquidation Trust Agreement. Interests in the Liquidation Trust shall be uncertificated and shall be nontransferable except upon death of the interest holder or by operation of law. The Liquidation Trust shall have a term of five (5) years from the Effective Date, without prejudice to the rights of the Liquidation Trustee, in consultation with the Liquidation Trust Advisory Committee, to extend such term as applicable law shall allow. The Liquidation Trustee may invest Cash (including any earnings thereon or proceeds therefrom) as permitted by section 345 of the Bankruptcy Code and in other prudent investments, as authorized by the Liquidation Trust Advisory Committee; provided, however, that such investment are investments permitted to be made by a liquidating trust within the meaning of Treasury Regulation section 301.7701-4(d), as reflected therein, or under applicable IRS guidelines, rulings, or other controlling authorities. The Liquidation Trustee shall be the exclusive trustee of the assets of the Liquidation Trust for purposes of 31 U.S.C. Section 3713(b) and 26 U.S.C. Section 6012(b)(3). The powers, rights, and responsibilities of the Liquidation Trustee shall be specified in the Liquidation Trust Agreement and shall include the authority and responsibility to: (a) receive, manage, invest, supervise, and protect trust assets; (b) pay taxes or other obligations incurred by the trust; (c) retain and compensate, without further order of the Bankruptcy Court, the services of employees, professionals and consultants (including those Persons that have served as employees, professionals, consultants or claims, noticing and disbursing agents during the Chapter 11 Cases) to advise and assist in the administration, prosecution and distribution of trust assets; (d) 51 calculate and implement distributions of trust assets; (e) prosecute, compromise, and settle, in accordance with the specific terms of that agreement, all Claims and Causes of Action vested in the Liquidation Trust; (f) under the Sale Option, resolve issues involving Claims and Interests pursuant to Article X hereof; (g) under the Sale Option, enter into and perform any and all obligations of the disputed ownership fund escrow account agreement (the "Disputed Ownership Fund Escrow Agreement"); and (h) under the Sale Option, perform any and all duties and obligations arising under the Purchase Agreement and any other agreements executed or entered into pursuant to the Plan, the Confirmation Order or any other order of the Bankruptcy Court. All costs and expenses associated with the administration of the Liquidation Trust, including reasonable compensation for the Liquidation Trustee and, as set forth in the Liquidation Trust Agreement, the Liquidation Trust Advisory Committee, shall be the responsibility of and paid by the Liquidation Trust in accordance with the Liquidation Trust Agreement. Under the Sale Option, the Liquidation Trust is the successor to the Debtors' rights to books and records under the Purchase Agreement. Under the Stand Alone Option, the Reorganized Stand Alone Debtors shall cooperate with the reasonable requests of the Liquidation Trustee in furtherance of the Liquidation Trustee's responsibility to recover trust assets and shall afford reasonable access during normal business hours, upon reasonable notice, to personnel and books and records of the Reorganized Stand Alone Debtors to representatives of the Liquidation Trust to enable the Liquidation Trustee to perform the Liquidation Trustee's tasks under the Liquidation Trust Agreement and the Plan. The Reorganized Stand Alone Debtors will not be required to make expenditures in response to unreasonable requests. The Liquidation Trust shall be responsible for filing all federal, state and local tax returns for the Liquidation Trust. The Liquidation Trust shall comply with all withholding and reporting requirements imposed by any federal, state, local or foreign taxing authority, and all distributions made by the Liquidation Trust shall be subject to any such withholding and reporting requirements. The Liquidation Trust shall provide reports to holders of interests in the Liquidation Trust as the Liquidation Trust Advisory Committee deems appropriate. (c) FEDERAL INCOME TAX TREATMENT OF THE TRUST FOR THE LIQUIDATION TRUST ASSETS. For federal income tax purposes, it is intended that the Liquidation Trust be classified as a liquidating trust under section 301.7701-4 of the Treasury regulations and that such trust be owned by its beneficiaries (i.e., the Holders of Allowed Claims in Classes 4A, 4B, 4C, 4D and 4E). Accordingly, for federal income tax purposes, it is intended that the beneficiaries be treated as if they had received a distribution from the Debtors of an undivided interest in each of the assets of the Liquidation Trust and then contributed such interests to the Liquidation Trust. (i) LIQUIDATION TRUST ASSETS TREATED AS OWNED BY HOLDERS OF ALLOWED CLAIMS. For all federal income tax purposes, all parties (including, without limitation, the Debtors, the Liquidation Trust, and the Holders of Allowed Claims in Classes 4A, 4B, 4C, 4D and 4E) shall treat the transfer of assets to the Liquidating Trust for the benefit of the 52 Holders of Allowed Claims in Classes 4A, 4B, 4C, 4D and 4E, as (A) a transfer of the assets of the Liquidation Trust directly to the Holders of Allowed Claims in Classes 4A, 4B, 4C, 4D and 4E, followed by (B) the transfer by such Holders to the Liquidation Trust of the assets of the Liquidation Trust in exchange for beneficial interests in the Liquidation Trust. Accordingly, the Holders of such Allowed Claims shall be treated for federal income tax purposes as the grantors and owners of their respective share of the assets of the Liquidation Trust. (ii) TAX REPORTING. The Liquidation Trust shall file returns for the Liquidation Trust as a grantor trust pursuant to Treasury Regulation section 1.671-4(a) and in accordance with this Section 6.3(c). The Liquidation Trust also shall annually send to each holder of a beneficial interest a separate statement setting forth the holder's share of items of income, gain, loss, deduction or credit and will instruct all such holders to report such items on their federal income tax returns. The Liquidation Trust's taxable income, gain, loss, deduction or credit will be allocated (subject to Section 8.2 of the Plan, relating to Disputed Claims) to the Holders of Allowed Claims in Classes 4A, 4B, 4C, 4D and 4E in accordance with their relative beneficial interests in the Liquidation Trust. As soon as possible after the Effective Date, the Liquidation Trust shall make a good faith valuation of the assets of the Liquidation Trust, and such valuation shall be used consistently by all parties (including, without limitation, the Debtors, the Liquidation Trust, and the Holders of Allowed Claims in Classes 4A, 4B, 4C, 4D and 4E) for all federal income tax purposes. The Liquidation Trust also shall file (or cause to be filed) any other statements, returns or disclosures relating to the Liquidation Trust that are required by any governmental unit. Notwithstanding anything else in the Plan, subject to definitive guidance from the Internal Revenue Service or a court of competent jurisdiction to the contrary, the Liquidation Trust shall (i) treat any assets allocable to, or retained on account of, Disputed Claims as held by one or more discrete trusts for federal income tax purposes (the "Disputed Claims Reserve"), consisting of separate and independent shares to be established in respect of each Disputed Claim, in accordance with the trust provisions of the Tax Code (sections 641 et. seq.), (ii) treat as taxable income or loss of the Disputed Claims Reserve, with respect to any given taxable year, the portion of the taxable income or loss of the Liquidation Trust that would have been allocated to the holders of Disputed Claims had such Claims been Allowed on the Effective Date (but only for the portion of the taxable year with respect to which such Claims are unresolved), (iii) treat as a distribution from the Disputed Claims Reserve any increased amounts distributed by the Liquidation Trust as a result of any Disputed Claims resolved earlier in the taxable year, to the extent such distributions relate to taxable income or loss of the Disputed Claims Reserve determined in accordance with the provisions hereof, and (iv) to the extent permitted by applicable law, shall report consistent with the foregoing for state and local income tax purposes. All Holders of Claims in Classes 4A, 4B, 4C, 4D and 4E shall report, for tax purposes, consistent with the foregoing. The Liquidation Trustee shall be responsible for payments, out of the Liquidation Trust Assets, of any taxes imposed on the trust or its assets, including the Disputed Claims Reserve. In the event, and to the extent, any Cash retained on account of Disputed 53 Claims in the Disputed Claims Reserve is insufficient to pay the portion of any such taxes attributable to the taxable income arising from the assets allocable to, or retained on account of, Disputed Claims, such taxes shall be (i) reimbursed from any subsequent Cash amounts retained on account of Disputed Claims, or (ii) to the extent such Disputed Claims have subsequently been resolved, deducted from any amounts distributable by the Liquidation Trustee as a result of the resolutions of such Disputed Claims. The Liquidation Trustee may request an expedited determination of Taxes of the Debtors and of the Liquidation Trust, including the Disputed Claims Reserve under section 505(b) of the Bankruptcy Code for all returns filed for, or on behalf of, the Debtors and the Liquidation Trust for all taxable periods through the dissolution of the Liquidation Trust. (iii) DISSOLUTION. The Liquidation Trustee shall be discharged and the Liquidation Trust shall be terminated, at such time as (i) all Disputed Claims have been resolved, (ii) all of the assets of the Liquidation Trust have been liquidated, and (iii) all distributions required to be made by the Liquidation Trustee under the Plan and the Liquidation Trust Agreement have been made, but in no event shall the Liquidation Trust be dissolved later than five years from the Effective Date unless the Bankruptcy Court, upon motion within the six month period prior to the fifth anniversary (or the end of any extension period approved by the Bankruptcy Court), determines that a fixed period extension (not to exceed three years, together with any prior extensions, without a favorable letter ruling from the Internal Revenue Service that any further extension would not adversely affect the status of the trust as a liquidating trust for federal income tax purposes) is necessary to facilitate or complete the recovery and liquidation of the assets of the Liquidation Trust. (d) APPOINTMENT OF LIQUIDATION TRUSTEE The Liquidation Trustee for the Liquidation Trust shall be an independent and disinterested Person designated by the Creditors' Committee with the consent of the Debtors and Berkshire, whose approval shall not be unreasonably withheld, and identified in the Plan Supplement; provided, however, that an outstanding Fee Claim shall not render a Person ineligible to serve as the Liquidation Trustee. (e) THE LIQUIDATION TRUST ADVISORY COMMITTEE. On the Effective Date, the Liquidation Trust Advisory Committee shall be formed pursuant to the Liquidation Trust Agreement. The Liquidation Trust Advisory Committee shall be comprised of five (5) members, consisting of WL Ross & Co. LLC, Aegon USA Investment Management, LLC, and three (3) independent and disinterested members to be appointed by the Creditors' Committee with the consent of the Debtors and Berkshire, whose approval shall not be unreasonably withheld; provided, however, that an outstanding Fee Claim shall not render a Person ineligible to serve on the Liquidation Trust Advisory Committee. The three (3) independent and disinterested members shall be identified in the Plan Supplement. If WL Ross & Co. LLC or Aegon USA Investment Management, LLC subsequently determine that they are no longer interested in serving as members of the Liquidation Trust Advisory 54 Committee, the Creditors' Committee will select replacement members, to be identified in the Plan Supplement, with the consent of the Debtors and Berkshire, whose approval shall not be unreasonably withheld (reasonableness shall be determined in light of the balance between Holders of REMIC Guarantee Claims and Holders of other Claims in connection with the ongoing litigation concerning the Class 4C Claims). If, as of the Confirmation Date, the Creditors' Committee has not appointed the three (3) independent and disinterested members of the Trust Advisory Committee, until at least three (3) members are so appointed, the Debtors, before the Confirmation Hearing, shall so designate those remaining undesignated members of the Trust Advisory Committee. The Liquidation Trustee shall make such reports to and seek such advice from, if any, the Liquidation Trust Advisory Committee as required under the Liquidation Trust Agreement. The Liquidation Trust Advisory Committee may, by majority vote, authorize the Liquidation Trustee to invest the corpus of the Liquidation Trust in prudent investments other than those described in section 345 of the Bankruptcy Code. The Liquidation Trust Advisory Committee's role with respect to issues involving Claims and Interests pursuant to Article X of the Plan will be handled only by the three (3) independent and disinterested members of the five (5) member Board. The Liquidation Trust Advisory Committee shall have only consultation rights with respect to the decisions of the Liquidation Trustee in managing the Liquidation Trust. In the event that the Liquidation Trust Advisory Committee disagrees with any intended actions or inaction of the Trustee, it shall have (a) the right to seek an order from the Bankruptcy Court compelling the Liquidation Trustee to act or cease acting in accordance with the order and (b) the right to remove the Liquidation Trustee if the Liquidation Trust Advisory Committee believes that the intended actions or inaction rise to the level of gross negligence or willful misconduct. In the event of the resignation or removal of the Liquidation Trustee, the Liquidation Trust Advisory Committee shall, by majority vote or order of the Bankruptcy Court, designate a person to serve as successor Liquidation Trustee. The Liquidation Trust Advisory Committee shall be entitled to retain and compensate, without further order of the Bankruptcy Court, the services of employees, professionals and consultants (including without limitation claims, noticing and disbursing agents) to advise and assist the Liquidation Trust Advisory Committee in the furtherance of its duties, including those Persons that have served as employees, professionals, consultants or agents during the Chapter 11 Cases. The Liquidation Trust Advisory Committee may, at its discretion, require a fidelity bond from the Liquidation Trustee in such reasonable amount as may be agreed to by majority vote of the Liquidation Trust Advisory Committee. (f) CAUSES OF ACTIONS AND DEFENSES. Prosecution and settlement of all Causes of Action, including Avoidance Actions, shall be the sole responsibility of the Liquidation Trust, pursuant to this Plan, and the Confirmation Order; provided, however, that, under the Stand Alone Option, Avoidance Actions pertaining to the secured status of any Disputed Secured Claim shall be vested in the Reorganized Stand Alone Debtors. Subject to the foregoing proviso, the Liquidation Trustee shall have all rights, powers, and interests of the Debtors, as debtors in possession, to pursue, 55 settle or abandon such Causes of Action as a representative of the Estates pursuant to section 1123(b)(3) of the Bankruptcy Code. All Causes of Action, including Avoidance Actions, are reserved and preserved to the extent set forth in Section 7.2 of the Plan and shall not be impacted or affected in any way by the substantive consolidation of the Estates. (g) TERMINATION OF THE FINAL DIP AGREEMENT. Subject to the payment in full of all amounts owed under the Final DIP Agreement or other such treatment as agreed to by the Debtors and the DIP Lenders, on the Effective Date, the obligations arising under the Final DIP Agreement shall be deemed to have terminated. All amounts due and owing, if any, under the Final DIP Agreement shall be paid in full on the Effective Date as Allowed Administrative Claims, and all liens, mortgages and security interests granted under the Final DIP Agreement shall automatically be extinguished without the need for any filings or further actions under the state or federal laws, and all authorities shall be authorized to accept the Confirmation Order and notice of Effective Date as a release or satisfaction of all such liens, mortgages and security interests. (h) DISSOLUTION OF THE CREDITORS' COMMITTEE. The Creditors' Committee shall continue in existence until the Effective Date to exercise those powers and perform those duties specified in section 1103 of the Bankruptcy Code and shall perform such other duties as it may have been assigned by the Bankruptcy Court prior to the Effective Date. On the Effective Date, the Creditors' Committee shall be dissolved and its members shall be deemed released of any continuing duties, responsibilities and obligations in connection with the Chapter 11 Cases or the Plan and its implementation, and the retention and employment of the Creditors' Committee's attorneys, accountants and other agents shall terminate, except with respect to (i) all Fee Claims, (ii) any appeals of the Confirmation Order, and (iii) any estate litigation commenced by the Creditors' Committee pending on the Effective Date not resolved by the Plan. ARTICLE VII. EFFECTS OF PLAN CONFIRMATION 7.1 DISCHARGE. Except as otherwise provided in the Plan or the Confirmation Order, as of the Effective Date, the Debtors and all successors in interest, including, without limitation, the Liquidation Trust, the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors and the Buyer, shall be discharged from, and the Confirmation Order shall operate as a permanent injunction against, the commencement or continuation of any action, the employment of any process, or any act to collect, recover, offset or recoup, right to sue, on account of any Claim or Interest, from or against the Debtors, their Estates and any and all successors in interest (including, without limitation, the Liquidation Trust, the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors and the Buyer), and the Debtors', their Estates', and all successors' liability in respect thereof shall be extinguished completely, and the Debtors and all successors in interest (including, without limitation, the Liquidation Trust, the Reorganized Sale 56 Debtors, the Reorganized Stand Alone Debtors and the Buyer) shall be released and discharged from any Claim or Interest of a kind specified in section 502(g), 502(h) and 502(i) of the Bankruptcy Code, whether or not a Proof of Claim is filed or deemed filed under section 501 of the Bankruptcy Code, such Claim is allowed under section 502 of the Bankruptcy Code, or the Holder of such Claim or Interest has accepted the Plan. In accordance with the foregoing, except as provided in the Plan or the Confirmation Order, as of the Effective Date, the Confirmation Order will be a judicial determination of a discharge of all Claims or Interests against the Debtors and a termination of all Interests and other rights of equity security holders in the Debtors, pursuant to sections 524 and 1141 of the Bankruptcy Code, and such discharge will void any judgment obtained against a Debtor or its successors at any time and shall act as res judicata or collateral estoppel as against third parties, but not as to the Debtors, their Estates or any and all successors in interest. 7.2 RETENTION OF CAUSES OF ACTION/RESERVATION OF RIGHTS. Except as expressly provided for in the Plan or the Confirmation Order, any and all Causes of Action of any kind or nature whatsoever, against third parties arising before the Effective Date, whether known or unknown and regardless of whether the existence of same has been disclosed, including, without limitation, Avoidance Actions and the right to enforce the terms and conditions of the Purchase Agreement, the Final DIP Agreement and the Exit Facility Agreement, that the Debtors may have on or before the Effective Date shall survive confirmation of the Plan and shall be reserved and preserved. Except as expressly provided for in the Plan or the Confirmation Order, nothing contained in the Plan or the Confirmation Order shall be deemed to (i) be res judicata or the basis for estoppel of, (ii) create any other defense to the prosecution to judgment on the merits of, (iii) be a waiver of or (iv) be a relinquishment of any Causes of Action, including Avoidance Actions and the right to enforce the terms and conditions of the Purchase Agreement, Exit Facility Agreement or Final DIP Agreement, which the Debtors had on or before the Effective Date, against or with respect to any Causes of Action left unaltered or unimpaired by the Plan. On and after the Effective Date, the Liquidation Trust shall have, retain, reserve and be entitled to assert, prosecute, settle or abandon all such Causes of Action which the Debtors had on or before the Effective Date; and all of the Liquidation Trust's legal and equitable rights respecting any Causes of Action, including Avoidance Actions and the right to enforce the terms and conditions of the Purchase Agreement, Exit Facility Agreement or Final DIP Agreement after the Effective Date. For the avoidance of doubt, under the Stand Alone Option, nothing in this Section 7.2 shall be interpreted as empowering the Liquidation Trust with respect to Claims resolution responsibilities reserved for the Reorganized Stand Alone Debtors in Article X of the Plan. 7.3 POST-CONSUMMATION EFFECT OF EVIDENCE OF CLAIMS OR INTERESTS. Outstanding notes and other instruments, including, but not limited to, all Junior Notes, Senior Notes, B-2 REMIC Guarantees, and the Resecuritization Note Put Option, and all related documentation, evidencing a Claim against any of the Debtors and all obligations of the Debtors under or in respect of any of the foregoing shall be cancelled and any rights thereunder terminated. Effective upon the Effective Date, such notes and other instruments represent only 57 the right to participate in the distributions, if any, contemplated by the Plan to the extent that such Claim is an Allowed Claim under the Plan. Under the Stand Alone Option, the outstanding Old Common Stock and other instruments evidencing Interests in the Debtors shall, effective upon the Effective Date, represent only the right to participate in the distributions, if any, contemplated by the Plan to the extent that such Interest is an Allowed Interest under the Plan. Under the Stand Alone Option, the outstanding Old Common Stock and other instruments evidencing Interests in the Debtors shall be deemed cancelled without any further action of the Debtors. Notwithstanding the previous paragraph, (i) except to the extent the Plan affects the B-2 REMIC Guarantees and the Resecuritization Note Put Option, nothing contained in this Plan shall affect the rights and obligations of the REMIC Trusts and the Resecuritization Trust under the applicable REMIC Trust and the Resecuritization Trust transaction documents or impair, amend or adversely affect the REMIC Trusts and the Resecuritization Trust and the rights of each REMIC Trustee and the Resecuritization Trustee thereunder relating to the B-Piece REMIC Certificates or the X REMIC Certificates, and (ii) the Senior Notes Indenture and Junior Notes Indenture shall continue in effect for purposes of permitting the Senior Notes Indenture Trustee and the Junior Notes Indenture Trustee to make distributions pursuant to the Plan and to perform such necessary functions with respect thereto. No party, including but not limited to the Debtors, the Liquidation Trust, the Reorganized Sale Debtors or the Reorganized Stand Alone Debtors, shall have any obligation to recognize any transfer of the B-2 REMIC Guarantees, the Resecuritization Note, the Junior Notes, the Senior Notes or the Interests occurring after the Confirmation Date. This provision shall not prohibit the surrender of REMIC Certificates or interests therein to the Liquidation Trust (under the Sale Option) or the Reorganized Sale Debtors (under the Stand Alone Option) in connection with the resolution of Disputed Class 4C Claims. Termination of the Junior Notes Indenture and the Senior Notes Indenture shall not impair the rights of the Junior Notes Indenture Trustee and the Senior Notes Indenture Trustee, as the case may be, to enforce their charging liens, established in law or pursuant to the Junior Notes Indenture and the Senior Notes Indenture, against property that would otherwise be distributed pursuant to this Plan to Holders of the Junior Notes or the Senior Notes. 7.4 TREATMENT OF FUTURE CLAIMS. Unless otherwise explicitly provided for under the Plan, all Future Claims shall be solely the responsibility and liability of the Reorganized Sale Debtors (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) and shall not be the responsibility or liability of the Liquidation Trust or the Buyer. 7.5 LIMITED RELEASES BY DEBTORS. As of the Effective Date, the Debtors shall be deemed to have waived and released the Debtors, the Creditors' Committee, Berkshire and the Buyer, and each of those parties' officers, directors, members, ex officio members, and the Interested Party Professionals, from any and all Causes of Action of the Debtors (including claims which the Debtors otherwise have legal power to assert, compromise or settle in connection their Chapter 11 Cases) arising on 58 or before the Effective Date; provided, however, that this provision shall not operate as a waiver or release of any Causes of Action (a) in respect to any loan, advance or similar payment by the Debtors to such parties, (b) in respect of any contractual obligation owed to any of the Debtors by such parties, including, without limitation, the obligations arising under the Purchase Agreement, the Final DIP Agreement and the Exit Facility Agreement, (c) in respect to any Causes of Action based upon the willful misconduct or gross negligence of such parties, (d) to the extent based upon or attributable to such parties gaining in fact a personal profit to which such parties were not legally entitled, including, without limitation, profits made from the purchase or sale of equity securities of Oakwood which are recoverable by Oakwood or its successors pursuant to section 16(b) of the Securities Exchange Act of 1934, as amended and (e) that is an Avoidance Action; provided further, however, that this provision shall not operate as a waiver or release of any right that any party in interest may have to object to any Claim, including Fee Claims, or any Interest and shall not otherwise operate as a waiver or release of any objection to Claims or Interests pending as of the Effective Date, regardless of whether such objection was brought by the Debtors or any other party in interest. 7.6 TERM OF INJUNCTIONS OR STAYS. Unless otherwise provided, all injunctions or stays provided for in the Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy Code or otherwise in effect on the Confirmation Date shall remain in full force and effect until the Effective Date after which the discharge provisions and permanent injunctions of the Plan and the Bankruptcy Code will be given full force and effect. 7.7 EXCULPATION. The Debtors, the Creditors' Committee, Berkshire and the Buyer, and each of those parties' officers, directors, members, ex officio members, and the Interested Party Professionals shall neither have nor incur any liability, in any form, to any Holder of a Claim or Interest, or a governmental entity on behalf of a Holder of a Claim or Interest, for any act or omission in connection with or arising out of their involvement in the filing and conduct of the Chapter 11 Cases, including the type or value of distributions, if any, reserved under the Plan for Holders of Interest, the solicitation of votes for acceptance or rejection of the Plan, the pursuit of confirmation and consummation of the Plan, the administration of the Plan or the property to be distributed under the Plan, except for any liabilities which may arise under the statutes or regulations administered by the Securities and Exchange Commission or from any willful misconduct or gross negligence, and, in all respects, shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan and applicable law. 7.8 INJUNCTION. CONFIRMATION OF THIS PLAN SHALL HAVE THE EFFECT OF, AMONG OTHER THINGS, PERMANENTLY ENJOINING ALL PERSONS WHO HAVE HELD, HOLD OR MAY HOLD OR HAVE ASSERTED, ASSERT OR MAY ASSERT CLAIMS AGAINST OR INTERESTS IN ANY OF THE DEBTORS AGAINST ANY OF THE DEBTORS, WITH RESPECT TO ANY SUCH CLAIM OR INTEREST FROM AND AFTER THE EFFECTIVE DATE, FROM TAKING ANY OF THE FOLLOWING ACTIONS (OTHER THAN ACTIONS TO ENFORCE ANY RIGHTS OR OBLIGATIONS UNDER THE PLAN): (a) 59 COMMENCING, CONDUCTING OR CONTINUING IN ANY MANNER, DIRECTLY OR INDIRECTLY, ANY SUIT, ACTION OR OTHER PROCEEDING OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ANY PROCEEDING IN A JUDICIAL, ARBITRAL, ADMINISTRATIVE OR OTHER FORUM) AGAINST OR AFFECTING THE ESTATES, THE LIQUIDATION TRUST, THE REORGANIZED SALE DEBTORS, THE REORGANIZED STAND ALONE DEBTORS, THE BUYER OR ANY OF THEIR PROPERTY; (b) ENFORCING, LEVYING, ATTACHING (INCLUDING, WITHOUT LIMITATION, ANY PRE-JUDGMENT ATTACHMENT), COLLECTING OR OTHERWISE RECOVERING BY ANY MANNER OR MEANS, WHETHER DIRECTLY OR INDIRECTLY, ANY JUDGMENT, AWARD, DECREE OR ORDER AGAINST THE ESTATES, THE LIQUIDATION TRUST, THE REORGANIZED SALE DEBTORS, THE REORGANIZED STAND ALONE DEBTORS, THE BUYER OR ANY OF THEIR PROPERTY; (c) CREATING, PERFECTING OR OTHERWISE ENFORCING IN ANY MANNER, DIRECTLY OR INDIRECTLY, ANY ENCUMBRANCE OF ANY KIND AGAINST THE ESTATES, THE LIQUIDATION TRUST, THE REORGANIZED SALE DEBTORS, THE REORGANIZED STAND ALONE DEBTORS, THE BUYER OR ANY OF THEIR PROPERTY; (d) ASSERTING ANY RIGHT OF SETOFF, DIRECTLY OR INDIRECTLY, AGAINST ANY OBLIGATION DUE THE ESTATES, THE LIQUIDATION TRUST, THE REORGANIZED SALE DEBTORS, THE REORGANIZED STAND ALONE DEBTORS, THE BUYER OR ANY OF THEIR PROPERTY, EXCEPT AS CONTEMPLATED OR ALLOWED BY THE PLAN; (e) ACTING OR PROCEEDING IN ANY MANNER, IN ANY PLACE WHATSOEVER, THAT DOES NOT CONFORM TO OR COMPLY WITH THE PROVISIONS OF THE PLAN; AND (f) PROSECUTING OR OTHERWISE ASSERTING ANY CLAIM OR INTEREST, INCLUDING ANY RIGHT, CLAIM OR CAUSE OF ACTION, RELEASED PURSUANT TO THE PLAN. ADDITIONALLY, UNLESS OTHERWISE EXPLICITLY STATED IN THE PLAN, THE INJUNCTION CONTEMPLATED BY THIS SECTION SHALL PROHIBIT THE ASSERTION AGAINST THE LIQUIDATION TRUST OF ALL CLAIMS OR INTERESTS, IF ANY, RELATED TO THE DEBTORS, THAT ARE NOT OTHERWISE DISCHARGED OR RELEASED BY THE PLAN OR THE CONFIRMATION ORDER. 7.9 WAIVER OF CERTAIN CLAIMS. Subject to the occurrence of the Initial Distribution Date, and except as otherwise expressly provided in the Plan or Confirmation Order, all Holders of Junior Notes Claims, Senior Notes Claims and REMIC Guarantee Claims and Junior Notes Indenture Trustees, the Senior Notes Indenture Trustees, the REMIC Trustees and the Resecuritization Trustee shall all be deemed, by virtue of their receipt of distributions and/or other treatment contemplated under the Plan, to have forever covenanted with each other to waive, release and not to assert, sue, or otherwise seek any recovery from each other or the Debtors, the Creditors' Committee, and each of those parties' officers, directors, members, ex officio members and the Interested Party Professionals, whether for tort, contract, violations of federal or state securities laws, or otherwise, based upon any claim, right or cause of action related to the construction and enforcement of the Junior Notes Indenture, the Senior Notes Indenture or any obligations under the B-2 REMIC Guarantees and the Resecuritization Note Put Option or any alleged priority or subordination in respect of distributions received on account of Junior Notes Claims, Senior Notes Claims or REMIC Guarantee Claims; provided further, however, that this provision shall not operate as a waiver or release of any right that any party in interest may have to object to any Claim, including Fee Claims, or any Interest and shall not otherwise operate as a waiver or release of any objection to Claims or Interests pending as of the Effective Date, regardless of whether such objection was brought by the Debtors or any other party in interest. 60 7.10 INTENTIONALLY OMITTED. 7.11 RELEASE OF LIENS AND PERFECTION OF LIENS. Except as otherwise specifically provided in the Plan or in any agreement, instrument or document created in connection with the Plan: (a) each Holder of (i) a Secured Claim, (ii) a Claim that is purportedly secured and/or (iii) a judgment, personal property or ad valorem tax, mechanics' or similar Secured Claim, in each case regardless of whether such Claim is an Allowed Claim, shall, on or immediately before the Effective Date and regardless of whether such Claim has been scheduled or proof of such Claim has been filed: (1) turn over and release to the Estates, the Liquidation Trust, the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors or the Buyer, as the case may be, any and all property of the Debtors or the Estates that secures or purportedly secures such Claim, or such Lien and/or Claim which shall automatically, and without further action by the Estates, the Liquidation Trust, the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors or the Buyer, be deemed released; and (2) execute such documents and instruments as the Liquidation Trust, the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors or the Buyer require(s) to evidence such Claim Holder's release of such property or Lien, and if such Holder violates the Confirmation Order and this Plan by refusing to execute appropriate documents or instruments, the Liquidation Trust, the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors or the Buyer may, in its or their discretion, file a copy of the Confirmation Order which shall serve to release any Claim Holder's rights in such property; and (b) on the Effective Date, all right, title and interest in such property shall revert, vest or revest in accordance with this Plan, free and clear of all Claims and Interests, including, without limitation, Liens, escrows, charges, pledges, encumbrances and/or security interests of any kind; provided, however, that the physical turnover of property described (1), above, is necessary and required only to the extent the Holder is in possession or control of the property that secures or purportedly secures such Claim. Without limiting the automatic release provisions of the immediately preceding paragraph: (a) no distribution hereunder shall be made to or on behalf of any Claim Holder unless and until such Holder executes and delivers to the Estates, the Liquidation Trust, the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors or the Buyer (respecting property to be Transferred to the Buyer under the Sale Option) such release of Liens or otherwise turns over and releases such Cash, pledge or other possessory Liens; (b) such Holder that fails to execute and deliver such release of Liens within ninety (90) days after the Effective Date shall be deemed to have no Claim against the Debtors, the Estates, the Liquidation Trust, the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors or the Buyer or their assets or property in respect of such Claim and shall not participate in any distribution hereunder; and (c) the Estates, the Liquidation Trust, the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors or the Buyer (respecting property to be Transferred to the Buyer under the Sale Option), who shall be deemed to be appointed as attorney-in-fact for all such Holders of Lien Claims for the purpose of releasing such Liens, shall be authorized to use, and all authorities shall be required to accept, the Confirmation Order and the notice of Effective Date as satisfaction of all Liens. 61 Notwithstanding the foregoing two Paragraphs, any Lien securing a Claim of a Holder, to the extent that it is valid, perfected and unavoidable, (a) under the Stand Alone Option, remains attached to the property that secures or purportedly secures such Claim or (b) under the Sale Option, attaches to the proceeds of the Transaction (or other relevant Net Proceeds) resulting from the property that secures or purportedly secures such Claim; provided, however, that such Liens are immediately released in accordance with the foregoing two Paragraphs when the Claim of such a Holder becomes (y) a Disallowed Claim or (z) an Allowed Claim and payment on the Allowed Claim is made. 7.12 INSURANCE PRESERVATION. Nothing in the Plan, including any releases, shall diminish or impair the Debtors' ability to enforce any insurance policies or other policies of insurance that may cover insurance Claims or other Claims against the Debtors, the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors or any other Person. All such insurance policies or other policies of insurance that may cover Future Claims or other Claims against the Debtors, the Liquidation Trust, the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors or any other Person shall remain in full force and effect. Under the Sale Option, to the extent requested by the Liquidation Trust, and otherwise appropriate under the circumstances, all policies of insurance vest in or otherwise purchased by the Reorganized Sale Debtors shall list the Liquidation Trust as co-insured. ARTICLE VIII. GENERAL PROVISIONS REGARDING TREATMENT OF CLAIMS AND INTERESTS AND DISTRIBUTIONS UNDER THE PLAN 8.1 SPECIAL CONSIDERATIONS FOR DISTRIBUTIONS TO CLASSES 4A, 4B AND 4C. Distributions for the benefit of beneficial holders of Senior Notes, Junior Notes, B-2 REMIC Guarantees and the Resecuritization Note shall be made to the Senior Notes Indenture Trustee, the Junior Notes Indenture Trustee, the individual REMIC Trustees and the Resecuritization Trustee, as applicable. The Senior Notes Indenture Trustee, the Junior Notes Indenture Trustee, the individual REMIC Trustees and the Resecuritization Trustee shall, in turn, promptly administer the distributions to the beneficial Holders of Allowed Claims in Classes 4A, 4B and 4C, as applicable, in accordance with the Plan and applicable transaction documents. None of the Senior Notes Indenture Trustee, the Junior Notes Indenture Trustee, the individual REMIC Trustees and the Resecuritization Trustee shall be required to give any bond or surety or other security for the performance of their duties unless otherwise ordered by the Bankruptcy Court; and in the event that such parties are so otherwise ordered, all costs and expenses of procuring any such bond or surety shall be paid from the distributions to the beneficial Holders of Senior Notes Claims, Junior Notes Claims and REMIC Guarantee Claims. Additionally, to the extent necessary to satisfy the charging liens of the Senior Notes Indenture Trustee, the Junior Notes Indenture Trustee, the REMIC Trustee and the Resecuritization Trustee and satisfy the fees and expenses of the Senior Notes Indenture Trustee, the Junior Notes Indenture Trustee, the REMIC Trustee and the Resecuritization Trustee, under the Stand Alone Option, at the 62 request of the Senior Notes Indenture Trustee, the Junior Notes Indenture Trustee, the REMIC Trustee or the Resecuritization Trustee, up to $750,000.00 in Cash will be paid to the Holders of Senior Notes Claims and Junior Notes Claims and up to $750,000.00 in Cash will be paid to the Holders of REMIC Guarantee Claims, in lieu of an identical value of New Common Stock (maintaining a Pro Rata distribution to all Allowed Claims), in order to pay the fees and expenses of such trustees. 8.2 DISPUTED CLAIM RESERVES AND STAND ALONE VOTING TRUST. (a) ESTABLISHMENT OF DISPUTED CLAIM RESERVES FOR CASH DISTRIBUTIONS. On the Initial Distribution Date (or on any other date on which distributions for any particular Class (or group of Classes in the case of Class 4) of Claims are made pursuant to the Plan by the Liquidation Trust), and in connection with making all distributions required to be made on any such date under the Plan, the Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) shall establish, for record keeping purposes only, a separate Disputed Claim reserve on account of distributions of Cash for each of the relevant Classes (or group of Classes in the case of Class 4), as necessary pursuant to the Plan. (b) ESTABLISHMENT OF THE STAND ALONE VOTING TRUST FOR NEW COMMON STOCK AND NEW WARRANT DISTRIBUTION. Under the Stand Alone Option, on the Effective Date, there shall be established the Stand Alone Voting Trust pursuant to the Stand Alone Voting Trust Agreement. The purpose of the Stand Alone Voting Trust shall be to hold the New Common Stock and New Warrants, if applicable, in reserve for Disputed Claims or Interests for each of the relevant Classes (or group of Classes in the case of Class 4), as necessary pursuant to the Plan. Pursuant to the Stand Alone Voting Trust Agreement, there will be three (3) independent and disinterested Persons designated as the Stand Alone Voting Trustees by the Creditors' Committee with the consent of the Debtors and Berkshire, whose approval shall not be unreasonably withheld, and identified in the Plan Supplement; provided, however, that an outstanding Fee Claim shall not render a Person ineligible to serve as a Stand Alone Voting Trustee. The Reorganized Stand Alone Debtors shall be responsible for and shall indemnify the Stand Alone Voting Trust for any reasonable costs of administration, including, without limitation, the payment of fees earned by the Stand Alone Voting Trustees under the Stand Alone Voting Trust Agreement and reasonable professional costs. Upon allowance of any Disputed Claim or Interest for which New Common Stock or New Warrants is held in the Stand Alone Voting Trust, an appropriate amount of such New Common Stock or New Warrants shall promptly be released to the Reorganized Stand Alone Debtors for distribution to the Holder of the Allowed Claim or Interest pursuant to the terms of the Plan. (c) AMOUNTS TO BE RESERVED. The Liquidation Trust and/or the Stand Alone Voting Trust shall reserve the Ratable proportion of all Cash, New Common Stock, New Warrants or other property 63 allocated for distribution on account of each Disputed Claim based upon the asserted amount of each such Disputed Claim, or such lesser amount as may be agreed to by the Holder of the Claim on one hand and the Liquidation Trust or the Stand Alone Voting Trust on the other hand, as applicable, or as may otherwise be determined by order of the Bankruptcy Court. All Cash or other property allocable to the relevant Class (or group of Classes in the case of Class 4) hereunder shall be distributed by the Liquidation Trust to the relevant Disputed Claim reserve on the Initial Distribution Date (or such other date on which distributions for any particular Class of Claims are made pursuant to the Plan). All New Common Stock or New Warrants allocable to the relevant Class (or group of Classes in the case of Class 4) hereunder shall be distributed by the Stand Alone Voting Trustees to the Stand Alone Voting Trust on the Initial Distribution Date (or such other date on which distributions for any particular Class of Claims are made pursuant to the Plan). To the extent that the property placed in a Disputed Claim reserve consists of Cash, that Cash shall be deposited in an interest-bearing account at a qualified institution, consistent with the Liquidation Trust Agreement. (d) DISTRIBUTION. Payments on any Disputed Claim that becomes an Allowed Claim shall be distributed on the first Quarterly Distribution Date after the Claim is Allowed. Distributions shall be made only to the extent of the aggregate distributions that the Holder of any such Allowed Claim would have received had such Claim been Allowed as of the Effective Date (less any taxes paid with respect to amounts held in the Disputed Reserves). No interest shall accrue or be paid on the unpaid amount of any distribution paid on a Quarterly Distribution Date. Distributions to each Holder of a Disputed Claim that has become an Allowed Claim (and to the extent that the holder of the Disputed Claim has not received prior distributions on account of that Claim) shall be made in accordance with the provisions of the Plan governing the Class (or group of Classes in the case of Class 4) of Claims in which the Claim is classified. (e) TERMINATION OF DISPUTED CLAIM RESERVE OR STAND ALONE VOTING TRUST. Each Disputed Claim reserve shall be closed and extinguished by the Liquidation Trustee when all distributions and other dispositions of Cash or other property required to be made therefrom under the Plan and the Liquidation Trust Agreement have been made. Upon closure of a Disputed Claim reserve, all Cash and other property held in that Disputed Claim reserve shall revest in the Liquidation Trust and such Cash and property shall be Ratably distributed to the other Holders of Allowed Claims in the Class (or group of Classes) in respect of which such Disputed Claims reserve was created. The Stand Alone Voting Trust shall be closed and extinguished by the Stand Alone Voting Trustees when all distributions of New Common Stock and New Warrants required to be made under the Plan have been made. (f) LIMITATION OF LIABILITY FOR FUNDING THE DISPUTED CLAIM RESERVE. Except as expressly set forth in the Plan, the Liquidation Trust shall have no duty to fund the Disputed Reserves. 64 8.3 TRANSMITTAL OF DISTRIBUTIONS AND NOTICES. Any property or notice which a Person is or becomes entitled to receive pursuant to the Plan may be delivered by regular mail, postage prepaid, in an envelope addressed to that Person's Distribution Address. Property distributed in accordance with this Section shall be deemed delivered to such Person regardless of whether such property is actually received by that Person. A Holder of a Claim or Interest may designate a different Distribution Address by notifying, after the Effective Date, the Liquidation Trustee and prior to the Effective Date, the Debtors, of that address in writing. Any change of Distribution Address must be provided to the Liquidation Trustee or Debtors, as applicable, by registered mail in order to be effective. Such notification shall be effective only upon receipt. Distributions and Notices to the Holders of REMIC Guarantee Claims shall be delivered by regular mail, postage prepaid, in an envelope addressed to JPMorgan Chase Bank, 4 New York Plaza, 15th Floor, New York, NY 10004, Attention: James R. Lewis, Esq., Tel: (212) 623-6759, Fax: (212) 623-6165. 8.4 UNCLAIMED DISTRIBUTIONS. Unclaimed Property shall be forfeited by the Holder entitled thereto, whereupon all rights, titles and interests in and to the Unclaimed Property shall immediately and irrevocably revest in the Estate of the Reorganized Debtors or the Liquidation Trust, as appropriate, the Holder of the Allowed Claim previously entitled to such Unclaimed Property shall cease to be entitled thereto, and such Unclaimed Property shall be Ratably distributed to the other Holders of Allowed Claims in the same Class (or group of Classes). A Claim and the Unclaimed Property distributed on account of such Claim shall not escheat to any federal, state or local government or other entity by reason of the failure of its Holder to claim a distribution in respect of such Claim. 8.5 SETOFFS. The Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) may, but shall not be required to, setoff against any Claim (for purposes of determining the allowed amount of such Claim on which distribution shall be made), any claims of any nature whatsoever that the Debtors may have against the claimant, but neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtors of any such claim the Debtors may have against such claimant. 8.6 WITHHOLDING TAXES AND EXPENSES OF DISTRIBUTION. Any federal, state or local withholding taxes or other amounts required to be withheld under applicable law shall be deducted from distributions hereunder. All Holders of Claims or Interests shall be required to provide any information necessary to effect the 65 withholding of such taxes. In addition, all distributions under the Plan shall be net of the actual and reasonable costs of making such distributions. 8.7 ALLOCATION OF PLAN DISTRIBUTIONS BETWEEN PRINCIPAL AND INTEREST. To the extent that any Allowed Claim entitled to a distribution under the Plan is comprised of indebtedness and accrued but unpaid interest thereon, such distribution shall, for federal income tax purposes, be allocated to the principal amount of the Claim first and then, to the extent the consideration exceeds the principal amount of the Claim, to the portion of such Claim representing accrued but unpaid interest. 8.8 DISPUTED IDENTITY OF HOLDER. If any dispute arises as to the identity of a Holder of an Allowed Claim who is to receive any distribution, the Liquidation Trustee may, in lieu of making such distribution to such Person, make such distribution into an escrow account until the disposition thereof shall be determined by the Bankruptcy Court order or by written agreement among the interested parties to such dispute; provided, however, that if the dispute remains unresolved by Final Order for more than ninety (90) days after the relevant Distribution Date, the property which is the subject of the dispute shall irrevocably become Unclaimed Property. 8.9 TRANSFERS OF CLAIMS. As of the close of business on the Record Date, the various transfer registers for each of the Classes of Claims or Interests as maintained by the Debtors, or their respective agents, shall be deemed closed, and there shall be no further changes in the Holders of record of any of the Claims or Interests. No party, including but not limited to the Debtors, the Liquidation Trust (under the Sale Option) and the Reorganized Stand Alone Debtors (under the Stand Alone Option), shall have any obligation to recognize any transfer of the Claims or Interests occurring after the Record Date unless notice of the transfer of such Claim or Interest, in form and substance satisfactory to the Debtors, the Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option), as appropriate, shall have been received by the Debtors or the Liquidation Trustee, as appropriate, prior to the Record Date. Subject to the immediately preceding sentence, only those Holders of record stated on the transfer ledgers as of the close of business on the Record Date, to the extent applicable, shall be entitled to be recognized for all purposes hereunder. 66 8.10 METHOD OF CASH DISTRIBUTIONS. Any Cash payment to be made by the Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) pursuant to the Plan may be made, at the sole discretion of the Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option), by draft, check, wire transfer, or as otherwise required or provided in any relevant agreement or applicable law. Any payment or distribution due on a day other than a Business Day shall be made, without interest, on the next Business Day. 8.11 DE MINIMIS DISTRIBUTIONS. No Cash payment in an amount less than fifty dollars ($50.00) shall be made by the Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) to any Holder of a Claim or Interest unless a request therefor is made in writing to the Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) prior to one (1) year after the Effective Date. Cash that otherwise would be payable under the Plan but for this Section 8.11 shall be reserved and distributed with future distributions, if any, that, collectively, exceed fifty dollars ($50.00). Distributions of cash that otherwise would be payable under the Plan to a Holder but for this Section 9.14 that never, collectively, exceed fifty dollars ($50.00) as described in the foregoing sentence and for which a request is not made within the one (1) year deadline shall become Unclaimed Property. 8.12 NO DISTRIBUTION IN EXCESS OF ALLOWED AMOUNT OF CLAIM. Notwithstanding anything to the contrary herein, no Holder of an Allowed Claim shall receive in respect of such Claim any distribution in excess of the allowed amount of such Claim. 8.13 EXEMPTION FROM CERTAIN TRANSFER TAXES. Pursuant to section 1146(c) of the Bankruptcy Code: (a) the issuance, transfer or exchange of any securities, instruments or documents; (b) the creation or release of any other Lien, mortgage, deed of trust or other security interest; or (c) the making or assignment of any lease or sublease or the making or delivery of any deed or other instrument of transfer under, pursuant to, in furtherance of or in connection with the Plan or the sale of any assets of the Debtors or the Estates, including the Purchase Agreement, any deeds, releases, bills of sale or assignments executed in connection with the Plan or the Confirmation Order, shall not be subject to any stamp tax, transfer tax, intangible tax, recording fee, or similar tax, charge or expense to the fullest extent provided for under section 1146(c) of the Bankruptcy Code. 67 ARTICLE IX. EXECUTORY CONTRACTS AND UNEXPIRED LEASES 9.1 ASSUMPTION OR REJECTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES. Under the Sale Option, on the Effective Date, and to the extent permitted by applicable law, (a) any and all executory contracts and unexpired leases of any Debtor that are listed on Sections 1.09(a) or 1.09(b) of Sellers' Disclosure Schedule as being assumed and assigned to the Buyer pursuant to the Purchase Agreement shall be deemed assumed and assigned to the Buyer pursuant to the Plan in accordance with the Purchase Agreement and (b) (i) such contracts or leases as are listed on the Executory Contract Schedule filed by the Debtors (which may be modified by the Liquidation Trust up to sixty (60) days after the Effective Date), (ii) the Servicing Agreements, and (iii) any and all executory contracts or unexpired leases assumed prior to entry of the Confirmation Order shall be deemed assumed pursuant to the provisions of section 365 and section 1123 of the Bankruptcy Code as of the Effective Date. All other executory contracts and unexpired leases of each of the Debtors shall be deemed rejected in accordance with the provisions of section 365 and section 1123 of the Bankruptcy Code; provided, however, that any and all executory contracts or unexpired leases which are the subject of separate motions filed pursuant to section 365 of the Bankruptcy Code by the Debtors prior to the commencement of the Confirmation Hearing shall not be deemed rejected and shall be treated as so ordered by the Bankruptcy Court in an order entered pursuant to the motion. Subject to the aforementioned proviso, the Confirmation Order shall constitute an order of the Court approving all such assumption and assignments and rejections pursuant to section 365 of the Bankruptcy Code subject to the occurrence of the Effective Date. Under the Stand Alone Option, on the Effective Date, and to the extent permitted by applicable law, (a) such contracts or leases as are listed on the Executory Contract Schedule filed by the Debtors, which may be modified by the Reorganized Stand Alone Debtors up to sixty (60) days after the Effective Date, and (b) any and all executory contracts or unexpired leases rejected prior to entry of the Confirmation Order shall be rejected pursuant to the provisions of section 365 and section 1123 of the Bankruptcy Code as of the Effective Date, if not already rejected as of a prior date. All other executory contracts and unexpired leases of each of the Debtors shall be deemed assumed in accordance with the provisions of section 365 and section 1123 of the Bankruptcy Code as of the Effective Date; provided, however, that any and all executory contracts or unexpired leases which are the subject of separate motions filed pursuant to section 365 of the Bankruptcy Code by the Debtors prior to the commencement of the Confirmation Hearing shall not be deemed assumed and shall be treated as so ordered by the Bankruptcy Court in an order entered pursuant to the motion. Subject to the aforementioned proviso, the Confirmation Order shall constitute an order of the Court approving all such assumption and assignments and rejections pursuant to section 365 of the Bankruptcy Code. Contracts or leases entered into after the Petition Date will be performed by the Reorganized Stand Alone Debtors in the ordinary course of their businesses. 68 9.2 BAR DATE FOR REJECTION DAMAGES. If the rejection of any executory contract or unexpired lease under the Plan gives rise to a Claim by the non-Debtor party or parties to such contract or lease, such Claim, to the extent that it is timely filed and is an Allowed Claim, shall be classified in Class 4E; provided, however, that the Unsecured Claim arising from such rejection shall be forever barred and shall not be enforceable against the Debtors, the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors, the Liquidation Trust, their successors or properties, unless a proof of such Claim is filed and served on the Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) and the Claims Agent within thirty (30) days after the date of notice of the entry of the order of the Bankruptcy Court rejecting the executory contract or unexpired lease which may include, if applicable, the Confirmation Order. 9.3 PROCEDURES FOR THE DETERMINATION OF CURE AMOUNTS. Unless otherwise noted in the Executory Contract Schedule or the Purchase Agreement, or any schedule thereto, the cure amount pursuant to section 365(b)(1) of the Bankruptcy Code for any executory contracts or unexpired leases shall be $0.00. Any dispute regarding (i) the nature or amount of any payment necessary to satisfy the listed cure amount under the contract or lease to be assumed or assumed and assigned, (ii) the ability of the Debtors, the Buyer or any other assignee, as the case may be, to provide "adequate assurance of future performance," within the meaning of section 365 of the Bankruptcy Code, under the contract or lease to be assumed or assumed and assigned or (iii) any other matter pertaining to assumption or assumption and assignment under section 365 of the Bankruptcy Code shall be forever barred and shall not be enforceable against the Debtors, the Liquidation Trust, the Reorganized Sale Debtor, the Reorganized Stand Alone Debtors, their successors or properties, unless a motion or objection, as appropriate, is filed and served on the Debtors (prior to the Effective Date), the Liquidation Trust and the Buyer (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) within thirty (30) days after the date of notice of proposed assumption or assumption and assignment, or such later date as allowed by the Bankruptcy Court. The Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option), and not the Buyer, shall be responsible for paying any cure costs associated with the assumption and assignment of any executory contract or unexpired lease assumed and assigned to the Buyer, whether pursuant to the Plan or pursuant to any other order of the Bankruptcy Court. The Liquidation Trust (under the Sale Option) and the Reorganized Stand Alone Debtors (under the Stand Alone Option) shall have the right to dispute any asserted cure amounts, including any amounts noted in the Executory Contract Schedule or the Purchase Agreement. 69 ARTICLE X. DISPUTED, CONTINGENT AND UNLIQUIDATED CLAIMS AND INTERESTS 10.1 OBJECTIONS TO CLAIMS AND INTERESTS. The Claims/Interests Objection Deadline shall be six (6) months after the Effective Date; provided, however, that the last day for filing Avoidance Actions against a Holder of a Claim or Interest shall be November 15, 2004. Notwithstanding any of the foregoing, the Reorganized Stand Alone Debtors or the Liquidation Trustee, as appropriate, may request from the Bankruptcy Court an extension of the Claims/Interests Objection Deadline, which such extended date shall become the new Claims/Interests Objection Deadline. The Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) have the exclusive responsibility for reviewing and objecting to the allowance of any Claim or Interest filed in the Chapter 11 Cases. The Liquidation Trust or the Reorganized Stand Alone Debtors, as appropriate, shall have until the Claims/Interests Objection Deadline to file objections to the Claims and Interest in the Chapter 11 Cases. All objections shall be litigated to a Final Order; provided, however, that the Liquidation Trust or the Reorganized Stand Alone Debtors, as the case may be, may compromise and settle any objections to Claims or Interests, subject to the provisions of this Article X without further order of the Bankruptcy Court; and further provided, however, that distributions may be made to a Holder of a Claim or Interest prior to the expiration of the Claims/Interests Objection Deadline if the Liquidation Trustee or the Reorganized Stand Alone Debtors, as appropriate, reasonably believes that no basis exists for objection to such Holder's Claim or Interest. Notwithstanding the foregoing, nothing in this Plan shall be interpreted to operate as a waiver or release of (x) any right that any party in interest may have to object to (a) any Claim or Interest through the Effective Date or (b) any Fee Claim after the Effective Date; or (y) any objection to Claims or Interests pending as of the Effective Date, regardless of whether such objection was brought by the Debtors or any other party in interest. Objections to Claims or Interests shall not be subject to any defense, including, without limitation, res judicata, estoppel or any other defense because of the confirmation of the Plan and all such rights are expressly preserved and reserved by the Plan for the Debtors, their Estates, the Liquidation Trust (under the Sale Option) and the Reorganized Stand Alone Debtors (under the Stand Alone Option). Additionally, the rights of the Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) to amend, modify or supplement any objection to a particular Claim or Interest to include relief pursuant to section 502(d) of the Bankruptcy Code are hereby preserved until sixty (60) days after the entry of a Final Order against a Holder of such Claim. 10.2 ESTIMATION OF CLAIMS OR INTERESTS. Through the Claims/Interests Objection Deadline, the Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) may request that the Bankruptcy Court enter an Estimation Order fixing the value of, pursuant to 70 section 502(c) of the Bankruptcy Code, any Disputed Claim or Interest, regardless of whether a Debtor has previously objected to such Claim or Interest or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court will retain jurisdiction to estimate any Disputed Claim or Interest at any time during litigation concerning any objection to any Disputed Claim or Interest, including during the pendency of any appeal relating to any such objection. In the event that the Bankruptcy Court enters an Estimation Order estimating any Disputed Claim or Interest, the amount of such estimation will constitute either the allowed amount of such Claim or Interest or a maximum limitation on such Claim or Interest, as determined by the Bankruptcy Court. If the estimated amount constitutes a maximum limitation on such Claim or Interest, the Liquidation Trust or the Reorganized Stand Alone Debtors (as appropriate) may elect to pursue any supplemental proceedings to object to any ultimate payment on such Claim or Interest. All of the aforementioned Claims and Interests objection, estimation and resolution procedures are cumulative and are not necessarily exclusive of one another. Claims or Interests may be estimated and thereafter resolved by any mechanism permitted under the Bankruptcy Code or the Plan. 10.3 AMENDMENTS TO CLAIMS OR INTERESTS. After the Confirmation Date, a Claim or Interest may not be filed or amended without the authorization of the Bankruptcy Court and, even with such Bankruptcy Court authorization, may be amended by the Holder of such Claim or Interest solely to decrease, but not to increase, unless otherwise provided by the Bankruptcy Court, the amount or priority. 10.4 AUTHORITY TO SETTLE DISPUTED CLAIMS OR INTERESTS. From and after the Effective Date, the Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) shall be authorized with respect to those Claims or Interests which are not allowed by Final Order of the Bankruptcy Court, pursuant to Bankruptcy Rule 9019 and section 105(a) of the Bankruptcy Code, to compromise and settle Disputed Claims with a Disputed Amount in excess of $25,000.00, upon Bankruptcy Court approval of such settlement. Notwithstanding any prior order of the Bankruptcy Court or the provisions of Bankruptcy Rule 9019, the Liquidation Trust or the Reorganized Stand Alone Debtors, as appropriate, may settle or compromise any Disputed Claim with a Disputed Amount of $25,000.00 or less without approval of the Bankruptcy Court. This provision shall not prohibit the surrender of REMIC Certificates or interests therein to the Liquidation Trust (under the Sale Option) or the Reorganized Sale Debtors (under the Stand Alone Option) in connection with the resolution of Disputed Class 4C Claims. 10.5 NO RECOURSE. Notwithstanding that the allowed amount of any particular Disputed Claim is reconsidered under the applicable provisions of the Bankruptcy Code and Bankruptcy Rules or is allowed in an amount for which there is insufficient value in the relevant fund or reserve to provide a recovery equal to that received by other Holders of Allowed Claims in the relevant Class, no Claim or Interest Holder shall have recourse to the Debtors, the Liquidation Trust, the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors, the Creditors' Committee or 71 any member or ex officio member thereof, any of the Interested Party Professionals, the Holder of any other Claim or Interest, or any of their respective property. However, nothing in the Plan shall modify any right of a Holder of a Claim or Interest under section 502(j) of the Bankruptcy Code. THUS, THE BANKRUPTCY COURT'S ENTRY OF AN ESTIMATION ORDER MAY LIMIT THE DISTRIBUTION TO BE MADE ON INDIVIDUAL DISPUTED CLAIMS OR INTERESTS, REGARDLESS OF THE AMOUNT FINALLY ALLOWED ON ACCOUNT OF SUCH DISPUTED CLAIMS OR INTERESTS. ARTICLE XI. ADMINISTRATIVE PROVISIONS 11.1 RETENTION OF JURISDICTION. Notwithstanding confirmation of the Plan or occurrence of the Effective Date, the Bankruptcy Court shall retain exclusive jurisdiction over all matters arising out of or related to the Chapter 11 Cases and the Plan to the fullest extent legally permissible, including, without limitation, for the following purposes: (a) to determine the allowance, classification, or priority of Claims upon objection by the Debtors, the Creditors' Committee, the Liquidation Trust or the Liquidation Trustee, or any other party in interest entitled to file an objection, and the validity, extent, priority and nonavoidability of consensual and nonconsensual Liens and other encumbrances; (b) to issue injunctions or take such other actions or make such other orders as may be necessary or appropriate to restrain interference with the Plan or its execution or implementation by any Person, to construe and to take any other action to enforce and execute the Plan, the Confirmation Order, or any other order of the Bankruptcy Court, to issue such orders as may be necessary for the implementation, execution, performance and consummation of the Plan and all matters referred to herein, and to determine all matters that may be pending before the Bankruptcy Court in the Chapter 11 Cases on or before the Effective Date with respect to any Person; (c) to protect the property of the Estates, the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors, Liquidation Trust or the Buyer as the case may be, including Litigation Claims, from claims against, or interference with, such property, including actions to quiet or otherwise clear title to such property or to resolve any dispute concerning Liens, security interests or encumbrances on any property of The Debtors, the Estates, the Liquidation Trust, the Reorganized Sale Debtors or the Reorganized Stand Alone Debtors; (d) to determine any and all applications for allowance of Fee Claims; 72 (e) to determine any Priority Tax Claims, Priority Non-Tax Claims, Administrative Claims or any other request for payment of Claims, including both fees and expenses, entitled to priority under section 507(a) of the Bankruptcy Code; (f) to resolve any dispute arising under or related to the implementation, execution, consummation or interpretation of the Plan and the making of distributions hereunder, including any and all disputes regarding the Purchase Agreement, as provided in section 10.13 of the Purchase Agreement; (g) to determine any and all motions related to the rejection, assumption or assignment of executory contracts or unexpired leases, or to determine any motion to reject an executory contract or unexpired lease pursuant to Article IX of the Plan; (h) except as otherwise provided herein, to determine all applications, motions, adversary proceedings, contested matters, actions, and any other litigated matters instituted in and prior to the closing of the Chapter 11 Cases, including any remands; (i) to enter a Final Order closing the Chapter 11 Cases; (j) to modify the Plan under section 1127 of the Bankruptcy Code, remedy any defect, cure any omission, or reconcile any inconsistency in the Plan or the Confirmation Order so as to carry out its intent and purposes; (k) to issue such orders in aid of consummation of the Plan and the Confirmation Order notwithstanding any otherwise applicable non-bankruptcy law, with respect to any Person, to the full extent authorized by the Bankruptcy Code; (l) to determine any tax liability pursuant to section 505 of the Bankruptcy Code; (m) to enter and implement such orders as may be appropriate in the event the Confirmation Order is for any reason stayed, revoked, modified or vacated; (n) to resolve any disputes concerning whether a Person had sufficient notice of the Chapter 11 Cases, the applicable Claims bar date, the hearing to consider approval of the Disclosure Statement or the Confirmation Hearing or for any other purpose; (o) to resolve any dispute or matter arising under or in connection with any order of the Bankruptcy Court entered in the Chapter 11 Cases; 73 (p) to authorize sales of assets as necessary or desirable and resolve objections, if any, to such sales; (q) to hear and resolve Litigation Claims; (r) to resolve any disputes concerning any release, discharge, injunction, exculpation or other waivers and protections provided in the Plan; (s) to approve, if necessary, any distributions, or objections thereto, under the Plan; (t) to approve any Claims settlement entered into or offset exercised by the Liquidation Trust and the Liquidation Trustee; (u) to resolve any dispute or matter arising under or in connection with the Liquidation Trust; (v) to oversee any dispute concerning improper or excessive draws under letters of credit issued for the account of the Debtors; and (w) to determine such other matters, and for such other purposes, as may be provided in the Confirmation Order or as may be authorized under provisions of the Bankruptcy Code. If the Bankruptcy Court abstains from exercising or declines to exercise jurisdiction, or is otherwise without jurisdiction over any matter arising out of the Chapter 11 Cases, including the matters set forth in this Article XI, this Article shall not prohibit or limit the exercise of jurisdiction by any other court having competent jurisdiction with respect to such matter. Notwithstanding any provisions of the Plan, the Bankruptcy Court shall have concurrent but not exclusive jurisdiction over the prosecution of Causes of Actions, including but not limited to Avoidance Actions. 11.2 INTENTIONALLY OMITTED. 11.3 AMENDMENTS. (a) PRECONFIRMATION AMENDMENT. The Debtors may modify the Plan at any time prior to the entry of the Confirmation Order, provided that (i) the Plan, as modified, and the Disclosure Statement pertaining thereto meet applicable Bankruptcy Code requirements and (ii) the Creditors' Committee, Berkshire and the Buyer (under the Sale Option) consent to such modifications, such consent not being unreasonably withheld. 74 (b) POSTCONFIRMATION/PRECONSUMMATION AMENDMENT NOT REQUIRING RESOLICITATION. After the entry of the Confirmation Order and before substantial consummation of the Plan, the Debtors may modify the Plan to remedy any defect or omission or to reconcile any inconsistencies in the Plan or in the Confirmation Order, as may be necessary to carry out the purposes and effects of the Plan, provided that: (i) the Debtors obtain approval of the Bankruptcy Court for such modification, after notice and a hearing; (ii) the Creditors' Committee, Berkshire and the Buyer (under the Sale Option) consent, such consent not being unreasonably withheld; and (iii) such modification shall not materially and adversely affect the interests, rights, treatment or distributions of any Class of Allowed Claims or Interests under the Plan. Any waiver under Section 5.3 hereof shall not be considered to be a modification of the Plan. (c) POSTCONFIRMATION/PRECONSUMMATION AMENDMENT REQUIRING RESOLICITATION. After the Confirmation Date and before substantial consummation of the Plan, the Debtors may modify the Plan in a way that materially or adversely affects the interests, rights, treatment, or distributions of a Class of Claims or Interests, provided that: (i) the Plan, as modified, meets applicable Bankruptcy Code requirements; (ii) the Debtors obtain Bankruptcy Court approval for such modification, after notice and a hearing; (iii) the Plan as modified complies with the Bankruptcy Code and Bankruptcy Rules; (iv) the Debtors comply with section 1125 of the Bankruptcy Code with respect to the Plan as modified; and (v) the Creditors' Committee, Berkshire and the Buyer (under the Sale Option), such consent not being unreasonably withheld. 11.4 SEVERABILITY OF PLAN PROVISIONS. If, prior to the Confirmation Date, any term or provision of the Plan is determined by the Bankruptcy Court to be invalid, void or unenforceable, the Bankruptcy Court will have the power to alter and interpret such term or provision and make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision will then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions of the Plan will remain in full force and effect and will in no way be affected, impaired or invalidated by such holding, alteration or interpretation. The Confirmation Order will constitute a judicial determination and will provide that each term and provision of the Plan, as it may have been altered or interpreted in accordance with the foregoing, is valid and enforceable pursuant to its terms. 11.5 SUCCESSORS AND ASSIGNS. The rights, benefits and obligations of any Person named or referred to in the Plan shall be binding on, and shall inure to the benefit of, the heirs, executors, administrators, successors and/or assigns of such Person. 75 11.6 EFFECTUATING DOCUMENTS AND FURTHER TRANSACTIONS. Each Debtor, each Reorganized Sale Debtor, each Reorganized Stand Alone Debtor, and the Liquidation Trust shall be authorized to execute, deliver, file, or record such documents, contracts, instruments, and other agreements and take such other actions as may be reasonably necessary to effectuate and further evidence the terms and conditions of the Plan. 11.7 PLAN SUPPLEMENT. The Plan Supplement comprised of, among other things, the forms of the documents related to the Amended Certificates of Incorporation, Amended Bylaws, the Liquidation Trust Agreement, the Stand Alone Voting Trust Agreement, the Executory Contract Schedule, the Exit Facility Agreement and, to the extent necessary to implement the Plan, proposed amendments to the Reorganized Sale Debtors' organizational documents, to the extent not filed simultaneously with the Plan and Disclosure Statement, shall be filed with the Bankruptcy Court at least five (5) Business Days prior to the deadline established for voting on this Plan. Upon its filing, the Plan Supplement may be inspected in the offices of the Clerk of the Bankruptcy Court during normal business hours. A copy of the Plan Supplement shall be mailed to the Creditors' Committee, and any Holder of a Claim or Interest that makes a specific written request for such Plan Supplement to the Debtors. The documents contained in the Plan Supplement shall be approved by the Bankruptcy Court pursuant to the Confirmation Order. 11.8 CONFIRMATION ORDER AND PLAN CONTROL. To the extent the Confirmation Order and/or this Plan is inconsistent with the Disclosure Statement, any other agreement entered into between or among any Debtors, or any of them and any third party, the Plan controls the Disclosure Statement and any such agreements, and the Confirmation Order controls the Plan, the Disclosure Statement and any such agreements; provided, however, that the Purchase Agreement is not controlled by the Plan, the Disclosure Statement or anything contained in the Plan Supplement. 11.9 PAYMENT OF STATUTORY FEES. All fees payable pursuant to section 1930 of title 28 of the United States Code as Administrative Fees under the Plan, as determined by the Bankruptcy Court at the Confirmation Hearing, shall be paid in Cash on the Effective Date, or as soon as reasonably practicable thereafter, and neither the Debtors, their Estates, the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors nor the Liquidation Trust shall thereafter be liable for the payment of additional fees under section 1930 of title 28 of the United States Code other than with respect to the consolidated Chapter 11 Case which will continue after the Effective Date. 11.10 WITHDRAWAL OF PLAN. The Debtors reserve the right, subject to the Purchase Agreement, in the exercise of their reasonable discretion, to revoke and withdraw or to modify the Plan at any time prior to 76 the Confirmation Date or, if the Debtors are for any reason unable to consummate the Plan after the Confirmation Date, at any time up to the Effective Date. If the Debtors revoke or withdraw the Plan, (a) nothing contained in the Plan shall be deemed to constitute a waiver or release of any claims by or against the Debtors or the Creditors' Committee or to prejudice in any manner the rights of the Debtors, the Creditors' Committee or any Person in any further proceeding involving the Debtors or the Creditors' Committee and (b) the result shall be the same as if the Confirmation Order were not entered, the Plan was not filed and the Effective Date did not occur. 11.11 PAYMENT DATES. Whenever any payment to be made under the Plan is due on a day other than a Business Day, such payment will instead be made, without interest, on the next Business Day or as soon thereafter as practicable. 11.12 NOTICES. Any notice, request or demand given or made under this Plan or under the Bankruptcy Code or the Bankruptcy Rules shall be in writing and shall be hand delivered or sent by a reputable overnight courier service, and shall be deemed given when received at the following addresses whether hand delivered or sent by overnight courier service: IF TO THE DEBTORS: IF TO THE CREDITORS' COMMITTEE: MORRIS, NICHOLS, ARSHT & TUNNELL MCCARTER & ENGLISH, LLP Robert J. Dehney, Esq. William F. Taylor, Jr. , Esq. Derek C. Abbott, Esq. 919 Market Street, Suite 1800 Daniel B. Butz, Esq. Wilmington, Delaware 19801 1201 North Market Street Facsimile: (302) 984-6399 P.O. Box 1347 Wilmington, Delaware 19899-1347 Facsimile: (302) 658-3989 - and - - and - RAYBURN COOPER & DURHAM, P.A. C. Richard Rayburn, Jr. , Esq. KING & SPALDING LLP Albert F. Durham, Esq. Robert J. Stark, Esq. Patricia B. Edmondson, Esq. 1185 Avenue of the Americas 1200 Carillon, 227 West Trade Street New York, New York 10036 Charlotte, North Carolina 28202-1675 Facsimile: (212) 556-2222 Facsimile: (704) 377-1897 77 IF TO THE BUYER OR BERKSHIRE: CLAYTON HOMES, INC. Kevin Clayton 500 Alcoa Trail P.O. Box 9790 Maryville, TN 37804 Facsimile: (865) 380-3750 -and- MUNGER, TOLLES & YOUNG CONAWAY OLSON LLP STARGATT & TAYLOR, LLP Thomas B. Walper, Esq. Michael R. Nestor, Esq. 355 S. Grand Avenue The Brandywine Building Los Angeles, CA 90071 1000 West Street, 17th Floor Facsimile: (213) 687-3702 Wilmington, DE 19801 Facsimile: (302) 571-1253 Notwithstanding anything to the contrary provided herein, all notices concerning this Plan shall be served upon the entities prescribed and in the manner prescribed under the Bankruptcy Code and the Bankruptcy Rules. 11.13 NO ADMISSIONS. Notwithstanding anything herein to the contrary, nothing contained in the Plan shall be deemed as an admission by the Debtors with respect to any matter set forth herein including, without limitation, liability on any Claim or the propriety of any Claims classification. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) 78 ARTICLE XII. CONFIRMATION REQUEST The Debtors request confirmation of the Plan under section 1129(b) of the Bankruptcy Code. Dated: February 6, 2004 NEW DIMENSION HOMES, INC. By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Vice President DREAM STREET COMPANY, LLC By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Vice President OAKWOOD SHARED SERVICES, LLC By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Vice President HBOS MANUFACTURING, LP By: Oakwood Mobile Homes, Inc., General Partner By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Vice President 79 OAKWOOD MHD4, LLC By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Vice President OAKWOOD ACCEPTANCE CORPORATION, LLC By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Vice President OAKWOOD HOMES CORPORATION By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Executive Vice President OAKWOOD MOBILE HOMES, INC. By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Vice President SUBURBAN HOME SALES, INC. By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Vice President 80 FSI FINANCIAL SERVICES, INC. By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Vice President HOME SERVICE CONTRACT, INC. By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Vice President TRI-STATE INSURANCE AGENCY, INC. By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Vice President GOLDEN WEST LEASING, LLC By: /s/ Randelle R.. Smith ------------------------------------ Name: Randelle R. Smith Title: Vice President CREST CAPITAL, LLC By: /s/ Randelle R. Smith ------------------------------------ Name: Randelle R. Smith Title: Vice President 81 PREFERRED HOUSING SERVICES, LP By: Oakwood Mobile Homes, Inc., General Partner By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Vice President - and - MORRIS, NICHOLS, ARSHT & TUNNELL /s/ Daniel B. Butz ---------------------------------------- Robert J. Dehney (No. 3578) Derek C. Abbott (No. 3376) Daniel B. Butz (No. 4227) 1201 North Market Street P.O. Box 1347 Wilmington, Delaware 19899-1347 (302) 658-9200 - and - RAYBURN COOPER & DURHAM, P.A. C. Richard Rayburn, Jr. Albert F. Durham Patricia B. Edmondson 1200 Carillon, 227 West Trade Street Charlotte, North Carolina 28202-1675 (704) 334-0891 82 -----END PRIVACY-ENHANCED MESSAGE-----

EX-2.1

                                                                     EXHIBIT 2.1
                                    RECITALS

                  WHEREAS, Oakwood Homes Corporation, et al., debtors and
debtors-in-possession in the above-captioned Chapter 11 cases (the "Debtors"),
filed with this Court the Supplemental Disclosure Statement For Second Amended
Joint Consolidated Plan Of Reorganization Of Oakwood Homes Corporation And Its
Affiliated Debtors And Debtors In Possession, dated February 6, 2004 (D.I. 3504)
(the "Disclosure Statement") pursuant to section 1125 of title 11 of the United
States Code (the "Bankruptcy Code") with respect to the Second Amended Joint
Consolidated Plan Of Reorganization Of Oakwood Homes Corporation And Its
Affiliated Debtors And Debtors In Possession, dated February 6, 2004 (D.I. 3503)
(the "Plan"), attached hereto as Exhibit A;(2) and

                  WHEREAS, the Plan contemplates, among other things,
authorization and approval for the Debtors to consummate the transactions
provided for in that certain Asset Purchase Agreement, dated as of November 24,
2003, as amended (as may be from time to time further amended, the "Purchase
Agreement"), by and among the Debtors, certain non-Debtor affiliates of the
Debtors, and the Buyer (specifically as defined in the Plan), a copy of which
was filed as Exhibit D to the Disclosure Statement and is attached hereto as
Exhibit B; and

                  WHEREAS, by an Order dated February 6, 2004 (the "Disclosure
and Solicitation Order") this Court, among other things, approved the Disclosure
Statement in all respects as to the Operating Debtors (as defined below), set a
date for the hearing to consider confirmation of the Plan, and established
certain procedures for soliciting and tabulating votes with respect to the Plan;
and

- ------------------------
(2)      Capitalized terms not otherwise defined herein shall have the meanings
         ascribed to such terms in the Plan.



                  WHEREAS, on March 16, 2004, this Court conditionally approved
the Disclosure Statement and deemed the Disclosure and Solicitation Order to
apply to the Small Business Debtors (as defined below), with the current
solicitation packages being sufficient to solicit acceptances of the Plan as it
applied to the Small Business Debtors; and

                  WHEREAS, the Debtors filed the affidavits of service (D.I.
3694) (the "Plan Mailing Affidavits"), showing that, in accordance with the
applicable Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and
the Disclosure and Solicitation Order, the notice of confirmation hearing, the
Disclosure Statement (and the Plan attached thereto), the Disclosure and
Solicitation Order and, to the extent required in the Disclosure and
Solicitation Order, an appropriate Ballot, were mailed and transmitted by United
States mail first class postage prepaid by February 17, 2004 to, as set forth in
the exhibits to the Plan Mailing Affidavits, (i) the Creditors' Committee and
the United States Trustee (excluding ballots); (ii) claimants holding Claims in
unimpaired classes: Class 1 (Priority Non-Tax Claims) (excluding Ballots); (iii)
claimants holding Claims designated as impaired and entitled to vote pursuant to
the Plan: Classes 2A through 2L, (Secured Claims), Class 3 (Convenience Claims),
Classes 4A through 4E (Unsecured Claims), and Class 6A (Non-Debtor-Held
Interests); and (iv) entities that requested notices under Bankruptcy Rule 2002
(excluding ballots); and

                  WHEREAS, on March 19, 2004 the Debtors filed (i) the affidavit
of Cheryl Rothlein of USA Today sworn to on February 20, 2004 (D.I. 3848) and
(ii) the affidavit Mike Henley of The Wall Street Journal sworn to on March 3,
2004 (D.I. 3849) (collectively, the "Publication Affidavits") setting forth the
time and manner of the publication of the notices approved by this Court in the
Disclosure and Solicitation Order for publication in The Wall

                                       2


Street Journal (national edition) and USA Today (national edition), and showing
that such notices were published in accordance with the Disclosure and
Solicitation Order; and

                  WHEREAS, the Debtors filed the affidavit of Cassandra Murray
of BSI (D.I. 3877), sworn to on March 22, 2004, attesting to the results of
voting on the Plan (the "Voting Results Report"); and

                  WHEREAS, the Debtors filed the declaration of Myles E.
Standish, the President and Chief Executive Officer of Oakwood Homes
Corporation, dated March 25, 2004 (D.I. 3908) (the "Standish Declaration"),
attesting to certain matters in connection with confirmation of the Plan; and

                  WHEREAS, the Debtors filed the declaration of George Nelson of
Deloitte & Touche LLP (D.I. 3903), dated March 25, 2004, attesting to the tax
implications of the ownership of the Reorganized Sale Debtor under the Sale
Option of the Plan (the "Nelson Declaration"); and

                  WHEREAS, on March 5, 2004, pursuant to the Plan, the Debtors
filed and served the Notice of Filing of Plan Supplement (D.I. 3713), which
included the Plan Supplement and indicated that the Debtors served the Notice of
Filing of Plan Supplement on, inter alia, (i) the United States Trustee, (ii)
counsel for the Creditors' Committee and (iii) those entities that have formally
requested receipt of pleadings in these cases pursuant to Bankruptcy Rule 2002;
and

                  WHEREAS, annexed hereto as Exhibit C is a schedule listing
certain executory contracts and unexpired leases to be rejected, assumed, or
assumed and assigned, relating to the Reorganized Sale Debtors and the
Reorganized Stand Alone Debtors, pursuant to the Plan as originally filed and
served with the Plan Supplement and amended and modified as of the Confirmation
Date (the "Executory Contract Schedule"); the executory contracts and unexpired

                                       3


leases assumed and assigned to the Buyer are governed by and set forth in the
Purchase Agreement; and

                  WHEREAS, the United States Trustee has not objected to
confirmation; and

                  WHEREAS, twenty parties formally filed objections to
confirmation (the "Objecting Parties"); and

                  WHEREAS, each of the Objecting Parties has elected to
withdraw its objection to confirmation or such objection has been resolved or
settled; and

                  WHEREAS, as described at the Confirmation Hearing (as defined
herein) and in the Revised Memorandum of Oakwood Homes Corporation and Its
Affiliated Debtors and Debtors-In-Possession in Support of Confirmation of the
Second Amended Joint Consolidated Plan of Reorganization, dated February 6, 2004
(D.I. 3885)(the "Memorandum"), to resolve the objections interposed to the Plan,
the Debtors have (i) agreed to modify the treatment provided for Secured Claims,
rendering them unimpaired, and (ii) resolved certain matters with respect to the
Claims or the purported Claims asserted by the Objecting Parties, as set forth
in this Order; and

                  WHEREAS, pursuant to section 1128(a) of the Bankruptcy Code,
this Court held a hearing commencing on March 24, 2004 and continuing thereafter
on March 26, 2004 (both hearings together, the "Confirmation Hearing"), to
consider confirmation of the Plan, including the settlements embodied therein;
and

                  NOW, THEREFORE, based upon this Court's review of the
affidavits and reports previously filed with this Court; and upon all of the
evidence proffered and adduced at, memoranda and objections filed in connection
with, and arguments of counsel made at the Confirmation Hearing to consider,
inter alia, confirmation of the Plan and issues pertaining to

                                       4


settlement of various issues regarding the Plan; and notice appearing to be
sufficient and in accordance with all applicable rules and law; and after due
deliberation; and upon the entire record of these Chapter 11 Cases;

                  FINDINGS OF FACTS AND CONCLUSIONS OF LAW(3)

         I.       IT IS HEREBY FOUND AND DETERMINED THAT

                  1.       Core Proceeding (28 U.S.C. Section 157(B)(2)). This
is a core proceeding under 28 U.S.C. Section 157(b)(2).

                  2.       Adequacy of the Disclosure Statement and
Solicitation of Votes as to the Small Business Debtors.

                           (a)      The Disclosure Statement contains adequate
information regarding the Small Business Debtors within the meaning of section
1125 of the Bankruptcy Code.

                           (b)      The period during which the Debtors
solicited votes to accept or reject the Plan for the Small Business Debtors, as
established by the Disclosure and Solicitation Order, provided sufficient time
for: (1) Holders of Claims and Interests to make informed decisions to accept or
reject the Plan and submit timely ballots; and (2) brokers, banks, dealers or
other agents or nominees for beneficial owners of Claims or Interests to
distribute ballots and complete and submit timely master ballots.

                           (c)      The procedures for the solicitation and
tabulation of votes to accept or reject the Plan for the Small Business Debtors
provided a fair and equitable voting process and are consistent with section
1126 of the Bankruptcy Code.

- ------------------------
(3)      Findings of fact shall be construed as conclusions of law and
         conclusions of law shall be construed as findings of fact where
         appropriate.

                                       5


                           (d)      The contents of the Solicitation Packages
(as defined in the Disclosure and Solicitation Order) and the procedures for
providing notice of the Confirmation Hearing and the other matters set forth in
the Confirmation Hearing Notice complied with Bankruptcy Rules 2002 and 3017 and
constitute adequate information and sufficient notice to all interested parties
in accordance with the Bankruptcy Code, the Bankruptcy Rules and the Local Rules
of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for
the District of Delaware (the "Local Rules").

                  3.       Transmittal and Mailing of Materials; Notice. The
Solicitation Packages were transmitted and served in compliance with the
Disclosure and Solicitation Order and the Bankruptcy Rules, and such transmittal
and service was adequate and sufficient. Adequate and sufficient notice of the
Confirmation Hearing and other bar dates and hearings described in the
Disclosure and Solicitation Order was given in compliance with the Bankruptcy
Rules and the Disclosure and Solicitation Order, and no further notice was
required. The solicitation of votes was made in good faith and in compliance
with the applicable provisions of the Bankruptcy Code and Bankruptcy Rules and
all other rules, laws and regulations.

                  4.       Plan Compliance with Bankruptcy Code (11 U.S.C.
Section 1129(a)(1)). Article IV of the Plan adequately and properly identifies
and classifies all Claims and Interests. The Plan complies with the applicable
provisions of the Bankruptcy Code, thereby satisfying section 1129(a)(1) of the
Bankruptcy Code and, as required by Bankruptcy Rule 3016(a), is dated and
specifically identifies the Debtors as the proponents of the Plan.

                           (a)      Proper Classification (11 U.S.C. Sections
1122, 1123(a)(1)). Article IV of the Plan adequately and properly identifies and
classifies all Claims and Interests. The Plan designates seventeen (17) Classes
of Claims and one (1) Class of Interests. The Claims or

                                       6


Interests placed in each Class are substantially similar to other Claims or
Interests, as the case may be, in each such Class, and such classification
satisfies section 1122 of the Bankruptcy Code. Valid business and legal reasons
exist for the various Classes of Claims and Interests created under the Plan,
and such Classes do not unfairly discriminate between holders of Claims or
Interests. Thus, the Plan satisfies section 1123(a)(1) of the Bankruptcy Code.

                           (b)      Specified Treatment of Unimpaired Class (11
U.S.C. Section 1123(a)(2)). The Plan specifies in Article IV that Class 1 is not
impaired under the Plan, thereby satisfying section 1123(a)(2) of the Bankruptcy
Code. The Plan, as amended to obviate certain objections raised by the Objecting
Parties, also now specifies that Classes 2A through 2L are not impaired under
the Plan, thereby satisfying selection 1123(a)(2) with respect to those Classes.

                           (c)      Specified Treatment of Impaired Classes (11
U.S.C. Section 1123(a)(3)). The Plan specifies the Classes of Claims and
Interests that are impaired and the treatment of the impaired Classes (Classes
3, 4A through 4E, and 6A) in Article IV of the Plan, thereby satisfying section
1123(a)(3) of the Bankruptcy Code.

                           (d)      No Discrimination (11 U.S.C. Section
1123(a)(4)). Except as described herein, Article IV of the Plan provides for the
same treatment for each Claim or Interest in each respective Class unless the
holder of a particular Class or Interest has agreed to a less favorable
treatment of such Claim or Interest, thereby satisfying section 1123(a)(4) of
the Bankruptcy Code.

                           (e)      Implementation of the Plan (11 U.S.C.
Section 1123(a)(5)). Article VI of the Plan provides adequate and proper means
for implementation of the Plan, thereby satisfying section 1123(a)(5) of the
Bankruptcy Code.

                                       7


                           (f)      Nonvoting Equity Securities (11 U.S.C.
1123(a)(6)). Under the Sale Option of the Plan, the articles of incorporation
for the Reorganized Sale Debtors shall prohibit the issuance of nonvoting equity
securities, thereby satisfying section 1123(a)(6) of the Bankruptcy Code.
Pursuant to Section 6.2(b) of the Plan, under the Stand Alone Option of the
Plan, the Amended Bylaws and Amended Certificates of Incorporation of the
Debtors prohibit the issuance of nonvoting equity securities, thereby satisfying
section 1123(a)(6) of the Bankruptcy Code.

                           (g)      Selection of Officers, Directors and Initial
Trustees (11 U.S. C. Section 1123(a)(7)). The provisions of the Plan,
Liquidation Trust Agreement, Amended Bylaws, Amended Certificates of
Incorporation and Stand Alone Voting Trust Agreement regarding the manner of
selection of officers and directors of the Reorganized Sale Debtors and the
Reorganized Stand Alone Debtors, as well as the selection of the Liquidation
Trustee, the members of the Liquidation Trust Advisory Committee and the Stand
Alone Voting Trustees, are consistent with the interests of creditors and equity
security holders and with public policy, thereby satisfying section 1123(a)(7)
of the Bankruptcy Code.

                  5.       Compliance with the Bankruptcy Code (11 U.S.C.
Section 1129(a)(2)). The Debtors have complied with the applicable provisions of
the Bankruptcy Code, thereby satisfying section 1129(a)(2) of the Bankruptcy
Code.

                           (a)      Each of the Debtors is a proper debtor under
section 109 of the Bankruptcy Code.

                           (b)      On November 15, 2002, Oakwood Homes
Corporation ("Oakwood"), New Dimension Homes, Inc., Dream Street Company, LLC,
Oakwood Shared Services, LLC, HBOS Manufacturing, LP, Oakwood MHD4, LLC, Oakwood
Acceptance

                                       8


Corporation, LLC, Oakwood Mobile Homes, Inc., Suburban Home Sales, Inc., FSI
Financial Services, Inc., Home Service Contract, Inc., Tri-State Insurance
Agency, Inc., Golden West Leasing, LLC, Crest Capital, LLC, and Preferred
Housing Services, LP (collectively, the "Operating Debtors") each filed a
voluntary Chapter 11 petition pursuant to section 301 of the Bankruptcy Code.
The Chapter 11 Cases of the Operating Debtors were consolidated for
administrative purposes only by Order dated November 19, 2002 (D.I. 44).

                           (c)      On March 5, 2004, Oakwood Financial
Corporation, Oakwood Investment Corporation and Oakwood Servicing Holdings Co.,
LLC, (the "Small Business Debtors" and, collectively with the Operating Debtors,
the "Debtors") each filed a voluntary Chapter 11 petition pursuant to section
301 of the Bankruptcy Code. The Chapter 11 Cases of the Small Business Debtors
were consolidated for administrative purposes only with the Chapter 11 Cases of
the Operating Debtors by Order dated March 10, 2004 (D.I. 3759).

                           (d)      This Court has jurisdiction over the
Debtors' Chapter 11 Cases pursuant to 28 U.S.C. Section 1334.

                           (e)      Venue of these cases is proper in this
district pursuant to 28 U.S.C. Section 1408.

                           (f)      The Debtors are the proper proponents of the
Plan pursuant to section 1121(a) of the Bankruptcy Code.

                           (g)      The Debtors, as proponents of the Plan,
complied with all applicable provisions of the Bankruptcy Code, the Bankruptcy
Rules, the Local Rules and the Disclosure and Solicitation Order by transmitting
the Plan, the Disclosure Statement, the Ballots and related documents and
notices to all necessary and appropriate Persons and parties-in-interest and by
soliciting and tabulating votes on the Plan. Notwithstanding any adverse

                                       9


financial and other developments occurring subsequent to the mailing of the
Disclosure Statement, no resolicitation of votes is required because the
Disclosure Statement stated that it was accurate only as of the dates of its
preparation, and (i) warned of the risks of adverse changes in the Debtors'
prospects and (ii) stated that management did not intend to revise the
Disclosure Statement projections or advise its readers of any subsequent changes
or events.

                  6.       Plan Proposed in Good Faith (11 U.S.C. Section
1129(a)(3)). The Debtors have proposed the Plan in good faith and not by any
means forbidden by law, thereby satisfying section 1129(a)(3) of the Bankruptcy
Code.

                  7.       Payments for Services or Costs and Expenses (11
U.S.C. Section 1129(a)(4)). Any payment made or to be made pursuant to the Plan
by the Debtors, the Buyer or any other entity receiving property under the Plan
for services or for costs and expenses in or in connection with these Chapter 11
Cases, or in connection with the Plan and incident to these Chapter 11 Cases,
has been approved by, or is subject to the approval of, this Court as
reasonable, thereby satisfying section 1129(a)(4) of the Bankruptcy Code.

                  8.       Directors, Officers and Trustees (11 U.S.C. Section
1129(a)(5)). The Debtors have complied with section 1129(a)(5) of the Bankruptcy
Code. Specifically:

                           (a)      To the extent known at this time, the
Debtors have disclosed the identity and affiliations of any individual proposed
to serve, after confirmation of the Plan, as a director and/or officer of the
Reorganized Sale Debtors and the Reorganized Stand Alone Debtors, the
Liquidation Trustee, a member of the Liquidation Trust Advisory Committee and a
Stand Alone Voting Trustee, and the appointment to, or continuance in, such
office of such individual is consistent with the interests of Holders of Claims
and Interests and with public policy.

                                       10


                           (b)      To the extent known at this time, the
Debtors have disclosed the identity of any insider that will be employed or
retained by any successor to the Debtors and such person's compensation.

                  9.       No Rate Changes (11 U.S.C. Section 1129(a)(6)). No
governmental regulatory commission has jurisdiction over the rates charged by
the Debtors. Thus, the Plan does not provide for the change in any rates which
require regulatory approval, thereby satisfying section 1129(a)(6) of the
Bankruptcy Code.

                  10.      Best Interests of Creditors Test (11 U.S.C. Section
1129(a)(7)). The Plan satisfies section 1129(a)(7) of the Bankruptcy Code.
Specifically:

                           (a)      The liquidation analyses contained in the
Disclosure Statement and in other evidence presented at the Confirmation Hearing
have not been controverted by other evidence. The methodology used and
assumptions made in connection with the liquidation analysis, as supplemented by
other evidence at the Confirmation Hearing, are reasonable.

                           (b)      Each Holder of a Claim or Interest in each
impaired Class either has accepted the Plan or will receive or retain under the
Plan on account of such Claim or Interest property of a value, as of the
Effective Date, that is not less than the amount that such Holder would receive
or retain if the Debtors were liquidated under Chapter 7 of the Bankruptcy Code
on such date. No Class has made an election under section 1111(b) of the
Bankruptcy Code.

                  11.      Acceptance by Certain Classes (11 U.S.C. Section
1129(a)(8)). Except as set forth below, each Class of Claims or Interests
entitled to vote has accepted the Plan or is not impaired under the Plan. Since
not all impaired Classes of Claims or Interests have accepted the Plan, the
requirements of section 1129(a)(8) have not been met, thus requiring the
Debtors'

                                       11


compliance with section 1129(b) of the Bankruptcy Code with respect to such
nonaccepting classes.

                  12.      Treatment of Administrative and Tax Claims (11 U.S.C.
Section 1129(a)(9)). The treatment of Administrative Claims, Fee Claims, OFC and
OIC Tax Claims, Priority Tax Claims, and Priority Non-Tax Claims under sections
3.1, 3.2, 3.3, 3.4 and 4.2 of the Plan satisfies the requirements of section
1129(a)(9)(A) and (B) of the Bankruptcy Code, and the treatment of Priority Tax
Claims and OFC and OIC Tax Claims under Sections 3.3 and 3.4 of the Plan
satisfies the requirements of section 1129(a)(9)(C) of the Bankruptcy Code.

                  13.      Acceptance by Impaired Classes (11 U.S.C. Section
1129(a)(10)). At least one Class of Claims that is impaired under the Plan has
accepted the Plan, determined without including any acceptance of the Plan by
any insider of the Debtors holding a Claim in such Class, thereby satisfying
section 1129(a)(10) of the Bankruptcy Code.

                  14.      Feasibility (11 U.S.C. Section 1129(a)(11)). Reliable
and credible evidence was presented at the Confirmation Hearing that the Plan is
feasible. Confirmation of the Plan, therefore, satisfies section 1129(a)(11) of
the Bankruptcy Code.

                  15.      Payment of Fees (11 U.S.C. Section 1129(a)(12)). All
fees payable under 28 U.S.C. Section 1930, as determined by this Court at the
Confirmation Hearing, have been paid or will be paid as Administrative Claims on
the Effective Date pursuant to the Plan, thereby satisfying section 1129(a)(12)
of the Bankruptcy Code. From and after the Effective Date, the Liquidation Trust
shall assume responsibility for and shall pay all fees payable under 28 U.S.C.
Section 1930 for the Estate of each Debtor until the Chapter 11 Case of such
Debtor is dismissed, closed or converted.

                                       12


                  16.      Continuation of Retiree Benefits (11 U.S.C. Section
1129 (a)(13)). The Debtors have no obligations constituting "retiree benefits"
as defined in section 1114 of the Bankruptcy Code. Therefore, section
1129(a)(13) of the Bankruptcy Code does not apply to the Plan and is satisfied.

                  17.      Fair and Equitable; No Unfair Discrimination (11
U.S.C. Section 1129(b)). Classes 4C and 6A (the "Rejecting Classes") are treated
as impaired under the Plan and did not meet the requirements of sections 1126(c)
and (d) of the Bankruptcy Code; therefore, such Classes, and only such Classes,
have rejected the Plan. Pursuant to section 1129(b) of the Bankruptcy Code, this
Court finds that the Plan does not discriminate unfairly, and is fair and
equitable, with respect to each of the Rejecting Classes. Specifically, the
Holders of the Non-Debtor-Held Interests, which Holders comprise the most junior
Class under the Plan and the only Class junior to Class 4C, will not receive or
retain any property under the Plan on account of such Interests. The retention
by Holders of the Non-Debtor-Held Interests in Reorganized Sale OKWD under the
Sale Option of the Plan is necessary and appropriate under the circumstances in
that it serves to substantially increase, not diminish, the recovery to the
Holders of Allowed Unsecured Claims. Since the purpose of this continuing equity
ownership is the maximization of distributions to Holders of Allowed Unsecured
Claims, the Holders of Non-Debtor Held Interests are not, therefore, receiving
or retaining property "on account of their interests" in the Debtors or the
Reorganized Sale Debtors. Thus, the Plan satisfies section 1129(b) as to Classes
4C and 6A.

                  18.      Principal Purpose of Plan (11 U.S.C. Section
1129(d)). The principal purpose of the Plan is not the avoidance of taxes or the
avoidance of the application of section 5 of the Securities Act of 1933 (15
U.S.C. Section 77e), and no Governmental Unit has requested that this

                                       13


Court not confirm the Plan for this reason. Therefore, the Plan satisfies the
requirements under section 1129(d) of the Bankruptcy Code.

                  19.      Technical Amendments and Non-Material Modifications.
The modifications of the Plan (the "Modifications") set forth in the
Non-Material Amendments of and Revisions to Resolve Objections to the Second
Amended Joint Consolidated Plan of Reorganization of Oakwood Homes Corporation
and Its Affiliated Debtors and Debtors-in-Possession, as attached hereto as
Exhibit D, are technical and/or non-material changes to the Plan and shall be,
and hereby are, approved in their entirety. The Modifications do not constitute
material modifications to the Plan and, if they did, such modifications are
expressly permitted pursuant to section 11.3 of the Plan. Furthermore, the
Debtors have established that the Modifications will not alter the economic
effect of the distributions to Classes described in the Plan.

                  20.      Objections. All objections to confirmation and
comments filed with this Court have been withdrawn or settled based upon the
representations made on the record and the Modifications of the Plan, as set
forth below:

                           (a)      In regard to the objections to confirmation
filed with this Court by (1) the Texas Taxing Authorities (D.I. 3684 and 3716),
(2) County of Riverside, California (D.I. 3725), (3) Pima County, Arizona (D.I.
3727) and (4) the Second Texas Taxing Authorities (D.I. 3781), these parties
have agreed to withdraw their objections based on the following:

                  In resolution of the objections of Angelina County, Ben
         Bolt-Palito Blanco ISD, Bexar County, Caldwell CAD, Cypress-Fairbanks
         ISD, Dallas County, City of Denton, Dimmit County, Donna ISD, Duval
         County, City of El Paso, Ellis County, Fort Bend County, Grayson
         County, Gregg County, Harris Co. WCID #21, Harris County, Hays CISD,
         Hidalgo County, City of Houston, Houston ISD, Hunt County, Ingram ISD,
         City of Kilgore, Kilgore College, Kilgore ISD, Lamar CISD, Lampasas
         CAD, Lavaca County CAD, Mathis ISD, McLennan County, Mildred ISD,
         Montgomery County, Morris CAD, Navarro

                                       14


         County, New Braunfels ISD, Nueces County, Orange County, Parker CAD,
         Pharr-San Juan-Alamo ISD, Polk County, Premont ISD, Reagan County, City
         of San Marcos, San Marcos CISD, San Patricio County, Smith County,
         Stockdale ISD, Tarrant County, Tom Green CAD, Victoria County,
         Washington CAD, Wilson County, Wise CAD and Wise County, Tax Appraisal
         District of Bell County, County of Bowie, Bowie Central Appraisal
         District, County of Brazos, Bryan Independent School District, Brazos
         County Rural Fire Prevention District #2, Barbers Hill Independent
         School District, County of Comal, County of Coryell, County of Denton,
         Elgin Independent School District, White Oak Independent School
         District, Longview Independent School District, County of Grimes, City
         of Navasota, Navasota Independent School District, County of Guadalupe,
         County of Hardin, County of Harrison, Marshall Independent School
         District, Hallsville Independent School District, County of Hays,
         County of Henderson, County of Hill, City of Hillsboro, Hillsboro
         Independent School District, Itasca Independent School District,
         Midland Central Appraisal District, County of Real, County of Van
         Zandt, County of Williamson, Leander Independent School District,
         Brazoria County, Barbers Hill ISD, City of Ennis, Ennis ISD, Cass
         County, Greenville ISD, Boles ISD, City of Wolfe City, Burleson ISD,
         Johnson County, Venus ISD, Hill County Jr. College, Cleburne ISD,
         Wichita Falls ISD, Wichita County, City of Itasca, Maypearl ISD,
         Waxahachie ISD, Eagle Mountain-Saginaw ISD, Channelview ISD, Fort Worth
         ISD, City of Fort Worth, Olney ISD, Young County, Olney Hospital
         District, Spring ISD, Tomball ISD, City of Tomball, Andrews ISD,
         Andrews County, Midland County, Lubbock Central Appraisal District,
         Quinlan ISD, Clark County (Nevada), County of Riverside (California),
         and Pima County (Arizona) (collectively, the "Objecting AVTAs"), the
         following shall apply, notwithstanding any provisions in the Plan, this
         Confirmation Order, or in any loan documents authorizing, establishing,
         or securitizing any Exit Facility herein:

                  1)       All Claims of the Objecting AVTAs, to the extent
                           timely and properly filed under any relevant bar
                           date, or as allowed by the Court, for either
                           pre-petition or post-petition taxes, will retain any
                           and all statutory Liens (to the extent validly
                           perfected and otherwise unavoidable) they now hold
                           whether in the original collateral securing their
                           Claims, or in the proceeds of the sale thereof, for
                           both pre-petition and post-petition tax years, until
                           paid in full, and such Liens shall not be primed by
                           or subordinated to any Liens granted to, for the
                           benefit of, or in connection with the Exit Facility,
                           absent further Order of the Court after notice and a
                           hearing.

                  2)       To the extent any asserted Secured Claims of the
                           Objecting AVTAs for taxes for the 2003 tax year are
                           entitled to classification and treatment as
                           Administrative Claims under section 503 of the
                           Bankruptcy Code, they shall be paid pursuant to
                           Section 3.1 of the Plan. If the Plan is consummated
                           pursuant to the Sale Option, the AVTAs will have 60
                           days from entry of the Confirmation Order to file

                                       15


                           proofs of claim for the 2004 tax year. If the Plan is
                           consummated pursuant to the Stand Alone Option, the
                           Reorganized Stand Alone Debtors shall pay taxes for
                           the 2004 tax year in the ordinary course as
                           appropriate without the necessity of filing claims or
                           requests for payment in these Chapter 11 cases.

                  3)       The Liquidation Trust (under the Sale Option) and the
                           Reorganized Stand Alone Debtors (under the Stand
                           Alone Option) shall have six (6) months from the
                           Effective Date (the "AVTA Claims Objection Deadline")
                           to file objections to claims filed by the Objecting
                           AVTAs; provided, however, that any objecting AVTA may
                           extend the AVTA Claims Objection Deadline with
                           respect to its Claim only.

                           A.       Claims not objected to prior to the AVTA
                                    Claims Objection Deadline shall be paid in
                                    full within the following thirty days or as
                                    soon as reasonably practicable thereafter,
                                    including interest to the extent allowable
                                    under section 506(b) of the Bankruptcy Code
                                    (i) at the statutory rate for the period
                                    from the Petition Date through the Effective
                                    Date, and (ii) interest from the Effective
                                    Date at the rate of 8% per annum until paid
                                    in full.

                           B.       To the extent any of the Claims of the
                                    Objecting AVTAs are objected to by the AVTA
                                    Claims Objection Deadline, payment in full
                                    shall be made within thirty days or as soon
                                    as reasonably practicable after such
                                    Claim(s) become Allowed. To the extent any
                                    Claim of the Objecting AVTAs is objected to
                                    in part, the undisputed portion of such
                                    Claim shall be paid within thirty days of
                                    the AVTA Claims Objection Deadline or as
                                    soon as reasonably practicable thereafter,
                                    pending the resolution of the disputed
                                    portion of their claim.

                  4)       If the Plan is consummated pursuant to the Sale
                           Option, sufficient proceeds from the sale shall be
                           reserved by the Liquidation Trust to pay any
                           ultimately Allowed Claim(s) (including post-petition
                           interest) of the Objecting AVTA(s), with the Allowed
                           Claims retaining their priority of payment as if such
                           Liens continued in the proceeds and such amount shall
                           not be subject to distribution to any other party
                           unless and until all Allowed Claim(s) of the
                           Objecting AVTA(s) have been paid in full.

                           (b)      The limited objection to confirmation (D.I.
3722) filed with this Court by Carolina First Bank ("CFB") is withdrawn.

                                       16


                           (c)      Wachovia Bank, National Association
("Wachovia") has agreed to withdraw its limited objection (D.I. 3760) based on
the following:

                  Due to the nature of the cash management system operated by
         Wachovia and the potential Allowed Claim arising therefrom, the bar
         date for Wachovia to submit one or more proofs of an Administrative
         Claim to the Liquidation Trust (under the Sale Option) or the
         Reorganized Stand Alone Debtors (under the Stand Alone Option) with
         respect to any post-Effective Date chargebacks received and any expense
         or liability that arises as a result of processing remittances to the
         Lockbox (as defined in Wachovia's objection) or otherwise providing
         cash management services to the Debtors during the pendancy of these
         Chapter 11 Cases (any and all such claims, a "Cash Management
         Administrative Claim") shall not be subject to the Administrative
         Claims Bar Date but, with respect to each account maintained by the
         Debtors prior to the Effective Date (each such account a "Wachovia
         Account"), shall be filed by Wachovia no later than nine months after
         the date on which such account with Wachovia has been closed (in each
         case, the "Cash Management Administrative Claim Bar Date"). Until each
         account has been closed, Wachovia shall continue to service such
         account in accordance with the terms and conditions of that certain
         Order Authorizing (i) Continued Use of Existing Business Forms and
         Records and Management of Existing Bank Accounts and Cash Management
         Systems and (ii) Continued Use of Intercompany Transaction, entered
         November 19, 2002 (D.I. 28) (the "Cash Management Order").
         Additionally, provided that the Liquidation Trust (under the Sale
         Option) or the Reorganized Stand Alone Debtors (under the Stand Alone
         Option) does not breach applicable deposit agreements, Wachovia will
         not interrupt or otherwise interfere with ACH or other services that
         Wachovia provided to the Debtors during the pendancy of these Chapter
         11 Cases in the ordinary course of business until such time as each
         Wachovia Account is closed.

                  The Liquidation Trust (under the Sale Option) or the
         Reorganized Stand Alone Debtors (under the Stand Alone Option) shall,
         on or as soon as reasonably practicable after the Effective Date,
         establish a reserve (the "Cash Management Reserve") to satisfy Allowed
         Cash Management Administrative Claims. Such reserve shall be
         established in the initial amount of five million dollars ($5,000,000),
         and shall be supplemented from time to time by the actual amount of
         unpaid Cash Management Administrative Claims asserted by Wachovia
         through the thirtieth (30th) day following the date on which the
         applicable Wachovia Account has been closed (the "Supplemental Reserve
         Amount"), which Supplemental Reserve Amount shall be set forth in a
         writing delivered by Wachovia to the Liquidation Trust (under the Sale
         Option) or the Reorganized Stand Alone Debtors (under the Stand Alone
         Option) no more than ten (10) days later.

                  Ten (10) days after the end of each month until the final Cash
         Management Administrative Claims Bar Date respecting each particular

                                       17


         Wachovia Account, Wachovia shall submit to the Liquidation Trust (under
         the Sale Option) or the Reorganized Stand Alone Debtors (under the
         Stand Alone Option) its aggregate Cash Management Administrative Claims
         for such month together with appropriate supporting documentation of
         such Claims. The Liquidation Trustee (under the Sale Option) or the
         Reorganized Stand Alone Debtors (under the Stand Alone Option) shall
         have a period of thirty (30) days from the date of each such submission
         to file an objection with the Bankruptcy Court to all or any portion of
         a Cash Management Administrative Claim. The Liquidation Trustee (under
         the Sale Option) or the Reorganized Stand Alone Debtors (under the
         Stand Alone Option) shall pay the undisputed portion of any Cash
         Management Administrative Claim within thirty (30) days of the date of
         submission, and shall pay any disputed Cash Management Administrative
         Claim within ten (10) days after the date such disputed Claim becomes
         an Allowed Claim.

                  If, prior to the Effective Date, Wachovia has not entered into
         an appropriate agreement with the Buyer regarding the continued
         processing of remittances received in the Lockbox established by the
         Debtors with Wachovia, and/or the provision of other post-Effective
         Date cash management services, Wachovia is authorized and instructed to
         terminate such services and to cause all Lockbox receipts to be
         forwarded on a daily basis to the Buyer by overnight delivery, unopened
         and unprocessed at an address designated in writing by the Buyer.

                  The Buyer shall reimburse Wachovia for its reasonable fees and
         expenses for providing such services. Wachovia shall have no liability
         to any party with respect to receipts in the Lockbox, other than those
         arising from its own gross negligence or willful misconduct.

                           (d)      The objection to confirmation (D.I. 3761)
filed by the Arkansas Class Action Plaintiffs (the "Plaintiffs") is withdrawn
with the clarification that neither the Plan nor this Order will in any way
affect the relief granted by this Court in the Order (D.I. 2374) entered on
November 13, 2003.

                           (e)      The limited objection to confirmation (D.I.
3763) by Textron Financial Corporation ("Textron") is withdrawn based on the
following language:

                  Textron Financial Corporation ("Textron") filed a Limited
         Objection to Second Amended Joint Consolidated Plan of Reorganization
         (the "Textron Objection"). The Textron Objection has been resolved by
         the Buyer's agreement that, notwithstanding anything to the contrary in
         the Asset Purchase Agreement, (a) the Buyer will assume all of Debtors'
         obligations and liabilities under (i) the

                                       18


         Repurchase Agreement Between HBOS Manufacturing L.P. and Textron dated
         April 30, 2001, as amended on March 7, 2002, as amended by the Amended,
         Re-Affirmation and Agreement dated January 30, 2003, and as amended by
         the Amendment to Repurchase Agreement dated May 5, 2003, the latter of
         which was also executed by Oakwood Homes Corporation and Oakwood Mobile
         Homes, Inc. (collectively, the "Textron Repurchase Agreement") and (ii)
         the Guaranty dated April 30, 2001 by and between Oakwood Homes
         Corporation and Textron for the benefit HBOS (the "Oakwood Guaranty"),
         the Guaranty dated May 6, 2002, by and between Oakwood Mobile Homes,
         Inc. and Textron, for the benefit of New Dimension Homes of Long Neck,
         LLC ("Long Neck") (the "OMH Guaranty") and the Guaranty dated May 6,
         2002, by and between NDH and Textron, for the benefit of Long Neck (the
         "New Dimension Guaranty") (collectively, with all amendments thereto,
         the "Guaranties") and (b) the Buyer will not be permitted to assign,
         transfer and/or delegate all or any portion of its duties or
         obligations under the Textron Repurchase Agreement or Guaranties,
         whether to an affiliate of the Buyer or otherwise, without the written
         consent of Textron, whose consent shall not be unreasonably withheld as
         long as the assignee's assumption of the obligations thereunder are
         consistent with Textron's applicable underwriting criteria. The OMH
         Guaranty and New Dimension Guaranty shall only be assumed if and when
         the Buyer obtains direct or indirect ownership of either NDH or Long
         Neck, and in any event such guarantees shall be released upon execution
         by Long Neck, Robert W. Tunnell, Jr. ("Tunnell") and James C. Kuhn
         ("Kuhn") of documents satisfactory to Textron in its sole discretion
         pursuant to which Long Neck, Tunnell and Kuhn (i) affirm their
         obligations as to all existing and future obligations of Long Neck to
         Textron, including those under the Tunnell and Kuhn guaranties, and
         (ii) consent to the release of Oakwood Mobile Homes, Inc. and NDH from
         liability under the OMH Guaranty and New Dimension Guaranty. The
         release of the OMH Guaranty and New Dimension Guaranty shall not effect
         Buyer's obligations under the Textron Repurchase Agreement and the
         Oakwood Guaranty.

                           (f)      The limited objection to confirmation (D.I.
3771) filed by Associates Housing Finance, LLC ("Associates") is withdrawn.

                           (g)      The limited response (D.I. 3783) filed by
the Creditors' Committee is withdrawn.

                           (h)      The objection (D.I. 3784) filed by the
Federal Housing Administration ("FHA") and the Government Mortgage National
Mortgage Association ("GNMA") is resolved based on the following:

                                       19


                  Notwithstanding any provision in the Plan or this Order, the
         treatment or transfer of any loans backing securities ("GNMA
         Securities") by the Government National Mortgage Association ("GNMA")
         and any loans ("FHA Loans") insured by the Federal Housing
         Administration ("FHA") shall be in accordance with all applicable
         federal statutes, regulations and the loan and guaranty agreements
         governing such loans and securities. Any rights the GNMA and the FHA
         have with respect to such treatment or transfer of the GNMA Securities
         and FHA Loans or the prospective conduct by any issuer or servicer of
         such GNMA Securities and FHA Loans pursuant to the National Housing
         Act, 12 U.S.C. Sections 1701-1749, are specifically preserved, and
         shall not be impaired or affected by the Plan or this Order; provided
         however, that FHA or GNMA's entitlement to any claim against the
         Debtors shall be determined in accordance with applicable law and rules
         and all parties' rights with respect to such claim are preserved;
         provided further, however, that nothing herein or in the Plan shall
         alter (a) any existing rights of setoff or recoupment of GNMA or FHA as
         to the Debtors under applicable law or rules or (b) their rights, if
         any, under applicable law with respect to any non-debtor parties other
         than the Buyer or Berkshire or any of their affiliates (against which
         the injunction, releases and exculpation contained in the Plan and the
         Order shall apply). The Court makes no ruling as to the terms of any
         treatment or transfer of any GNMA Securities or FHA Loans or any rights
         or assets associated therewith, and the rights of the GNMA and the FHA
         to object to such treatment or transfer, or the terms thereof, is
         specifically reserved as set forth herein and survives confirmation.

                  Notwithstanding the definitions and other provisions of the
         Plan and this Order, the determination of whether any Allowed Claim of
         FHA and GNMA includes "non-compensatory penalties, fines, punitive
         damages, exemplary damages, multiple damages, treble damages or any
         other claims or obligations that do not compensate for actual losses
         incurred" is deferred, and, if necessary, will be determined by the
         Bankruptcy Court in the context of the Claims resolution proceedings,
         if any.

                  To the extent that the GNMA or FHA is, or becomes, entitled to
         recover any amounts against the Debtors, any recovery of such amount
         shall be limited to the GNMA/FHA Disputed Claim Reserve (as defined
         below) of the Liquidation Trust established by the Plan. The amount to
         be paid to GNMA or FHA from the Liquidation Trust shall be distributed
         pro rata with the same proportion paid to GNMA and to FHA as is
         distributed to other creditors of the same Class or Classes under the
         Plan. The Liquidation Trust shall establish a reserve from the assets
         of the Liquidation Trust in the amount of $70 million (the "GNMA/FHA
         Disputed Claim Reserve"), which may be reduced or eliminated by
         agreement between GNMA, FHA and the Debtors or the Liquidation Trust,
         as applicable, or as a result of a final, unappealable decision on the
         merits by a court of competent jurisdiction.

                                       20


                           (i)      The objection (D.I. 3535) filed by David L.
Babson & Company, Inc. ("Babson") is resolved by the establishment of a reserve
in the amount of seven million dollars ($7.0 million) (the "Babson Reserve") to
pay any Allowed Administrative or Cure Claims of Babson or any third-party to
which the Debtors may owe an indemnification or other obligation in connection
with Babson's disputed claim (the "Babson Disputed Claim"), to the extent any
such Claim becomes an Allowed Claim with the following conditions: (i) Babson,
the Debtors and any third-party retain whatever rights, claims and defenses they
have respecting the Babson Disputed Claim, provided however that if Babson
ultimately is determined to have an Allowed Claim against the Debtors, such
Allowed Claim will be governed by the Plan; (ii) no provisions of the Plan and
this Order affect whatever rights the Debtors may have against third parties
respecting the Babson Disputed Claim and do not affect whatever rights Babson
may have against any non-Debtor third parties respecting any claim; and (iii)
prior to the disbursement of any funds from the Babson Reserve, Babson shall
receive ten days written notice of such proposed disbursement. These terms of
settlement resolve Babson's objection to the Plan only, and do not otherwise
resolve the contested matter concerning Babson's Disputed Claim, which contested
matter remains unresolved as of the date of this Order. Notwithstanding anything
to the contrary in this Paragraph, in no event shall the Buyer be liable for
anything related to Babson's Disputed Claim to the extent it accrued prior to
the Effective Date. The remaining portions of Babson's objection have been
withdrawn. Nothing contained in this Paragraph shall affect the rights of
indemnification, insurance and exculpation of the officers and directors from
the Debtors.

                           (j)      The objection (D.I. 3795) filed by National
Loan Investors, L.P. ("NLI") has been resolved by the Modifications and by the
Debtors' representation that the Plan

                                       21


does not alter an oversecured creditor's rights under the Bankruptcy Code and
the Exit Facility does not prime any secured creditor that is not primed by the
current post-petition financing.

                           (k)      Due to the objection (D.I. 3796) filed by
Tunnell Companies, L.P. ("Tunnell"), and notwithstanding anything in the Plan or
this Order (or any documents or agreements approved hereunder) to the contrary,
confirmation of the Plan and the consummation of the Purchase Agreement with the
Buyer shall not be approved by this Court with respect to: (a) Debtors' request
to sell, transfer, cancel or convey Debtors' stock ownership interest in NDH,
(b) the confirmation of the Plan with respect to NDH; and (c) any transactions
respecting NDH's rights, claims and its interests in New Dimension Homes of Long
Neck, L.C.C. (the "ND LLC") including, without limitation, the assumption,
rejection, assignment, sale or transfer of: (i) any membership or economic
interest in the ND LLC; or (ii) the New Dimension Homes of Long Neck, L.L.C.
Operating Agreement (collectively, the "Adjourned Transactions").
Notwithstanding anything in the Plan or this Order (or any documents or
agreements approved hereunder) to the contrary, the objection filed by Tunnell
to the Plan and the Purchase Agreement as it relates to the foregoing is
adjourned to the April 16, 2004 omnibus hearing date in these Chapter 11 Cases
or such other date as the parties agree (the "Adjourned NDH Hearing") and
pending the Adjourned NDH Hearing, the Debtors shall not enter into any of the
Adjourned Transactions absent further order of the Court. Notwithstanding the
foregoing, nothing contained herein shall prejudice the Debtors from seeking the
dismissal of NDH's Chapter 11 Case prior to the Adjourned NDH Hearing upon
notice and a hearing and nothing shall prejudice Tunnell from opposing such
dismissal. The Buyer has agreed to the foregoing and that the ultimate outcome
of this dispute in no way will otherwise affect the transaction

                                       22


under the Purchase Agreement and will not constitute a default, breach or give
rise to a termination right under the Purchase Agreement.

                           (l)      The objection (D.I. 3796) filed by IOS
Capital, LLC ("IOS") is withdrawn.

                           (m)      The objection (D.I. 3800) filed by Gelco
Corporation d/b/a/ GE Fleet Services ("Gelco") is withdrawn.

                           (n)      The objection (D.I. 3811) filed by Pacific
Employers Insurance Company, ACE American Insurance Company and ESIS, Inc. (the
"Insurance Companies") is resolved as set forth on the record.

                           (o)      The objection (D.I. 3845) filed by ARC SPEI
I, L.L.C. ("ARC") is resolved.

                           (p)      The objection (D.I. 3847) filed by The Bank
of New York (the "Bank") is withdrawn.

                  21.      Successors of the Debtors. For purposes of sections
1125(e) and 1145 of the Bankruptcy Code, each of the Liquidation Trust, the
Reorganized Sale Debtors, the Reorganized Stand Alone Debtors, the DOF Escrow
Account, and the Stand Alone Voting Trust, when and if established as provided
in the Plan, will each be a newly organized successor of the Debtors under the
Plan within the meaning of section 1125(e) of the Bankruptcy Code and a
successor to the Debtors under the Plan within the meaning of section 1145(a) of
the Bankruptcy Code, but not for any other purpose, such as, but not limited to,
successor or other liability. The Liquidation Trust is not an insider of the
Debtors, the Reorganized Sale Debtors or the Reorganized Stand Alone Debtors
within the meaning of section 101(31) of the Bankruptcy Code. Except as
expressly assumed in the Purchase Agreement, the Buyer shall not be a

                                       23


successor to the Debtors with respect to any liabilities or Claims, including
but not limited to, any and all OFC and OIC Tax Claims and any and all Future
Claims.

                  22.      Exemption From Securities Laws (11 U.S.C. Section
1145(a)). To the extent, if any, that they constitute "securities," the issuance
and distribution of (i) the Debtors' New Common Stock and (ii) the beneficial
interests of the Liquidation Trust under the Plan have been duly authorized, and
when issued as provided in the Plan, will be validly issued, fully paid and
nonassessable. The offer and sale of the foregoing is in exchange for Claims, or
principally in exchange for Claims and partly for cash or property, within the
meaning of section 1145(a)(1) of the Bankruptcy Code. In addition, under section
1145 of the Bankruptcy Code, to the extent, if any, that the above-listed items
constitute "securities," the "offering" of such items is exempt and the issuance
and distribution of such items will be exempt from section 5 of the Securities
Act of 1933 and any state or local law requiring registration prior to the
offering, issuance, distribution or sale of securities.

                  23.      Good Faith Solicitation; Good Faith Sale of
Securities (11 U.S.C. Section 1125(e)). The Debtors, the Buyer, Berkshire, the
Creditors' Committee, and their employees, directors, members, ex officio
members, agents, accountants, business consultants, representatives, attorneys
and advisors, through their participation in the negotiation, preparation and
confirmation of the Plan and the approval of the Disclosure Statement and their
efforts to confirm the Plan, have solicited acceptances and rejections of the
Plan (or supported the solicitation of acceptances and rejections of the Plan)
in good faith and participated in these Chapter 11 Cases in compliance with the
applicable provisions of the Bankruptcy Code. The Debtors, the Creditors'
Committee, the Buyer, the Reorganized Sale Debtors, the Reorganized Stand Alone
Debtors, the Liquidation Trust, the DOF Escrow Account, Holders of Claims and/or

                                       24



Interests receiving any distributions or other consideration under the Plan, and
their employees, directors, members, ex officio members, trustees, agents,
representatives, attorneys and advisors have participated or will have
participated in good faith and in compliance with the provisions of the
Bankruptcy Code, to the extent applicable, in the offer, sale, issuance and
purchase of the items described in this Order.

                  24.      Assumption and Assignment Determinations.

                           (a)      The Debtors' assumption and, as applicable,
assignment of contracts and leases, pursuant to Article IX of the Plan and
section 365 of the Bankruptcy Code, are authorized pursuant to section
1123(b)(2) of the Bankruptcy Code as reasonable exercises of sound business
judgment, maximize the value of the Debtors' businesses and are in the best
interests of the Estates and all of the Debtors' constituencies and, pursuant to
11 U.S.C. Section 365(k), the Debtors and their Estates shall be relieved of any
liability for any breach of any executory contract or unexpired lease that
occurs after such assignment and assumption by the Debtors on the Effective
Date, except as otherwise set forth in this Order.

                           (b)      Subject to payment of the cure amounts for
the respective contracts and leases to be assumed and assigned, (i) the
contracts and leases assumed and assigned shall constitute valid and existing
contracts or unexpired lease interests in the property subject to such leases,
(ii) none of the Debtors' rights have been or shall be released or waived under
the contracts and leases assumed and assigned, (iii) the contracts and leases
assumed and assigned shall not be terminated and shall remain in full force and
effect, (iv) no default shall exist under the contracts and leases assumed and
assigned, nor shall there exist any event or condition that with the passage of
time or the giving of notice, or both, would constitute such a default, and (v)
the assignment and assumption of the contracts and leases assumed and assigned
in accordance

                                       25


with the Plan shall not constitute a breach of or default under any of such
contracts and leases. The Buyer shall not be subject to or liable for any cure
amounts except as provided in the Plan or Purchase Agreement.

                           (c)      Except to the extent provided herein, no
party to a contract or lease has objected to the ability of the Buyer, the
Reorganized Stand Alone Debtors and/or the Reorganized Sale Debtors to provide
adequate assurance of future performance of the contracts and leases to be
assumed and assigned to each of them within the meaning of section 365(b)(1)(C)
of the Bankruptcy Code with respect to such contracts and leases. Accordingly,
adequate assurance of future performance as to such leases and contracts has
been provided.

                           (d)      No party to a contract or lease has objected
to the ability of the Liquidation Trust to provide adequate assurance of future
performance of the contracts and leases to be assumed and assigned to the
Liquidation Trust within the meaning of section 365(b)(1)(C) of the Bankruptcy
Code with respect to such contracts and leases, or any such objections have been
resolved. Accordingly, adequate assurance of future performance as to such
leases and contracts has been provided.

                           (e)      This Paragraph 24 is subject to Paragraph
39(f) of this Order in its entirety.

                  25.      Discharge, Release, Exculpation, Indemnification,
Injunction and Waiver. Each of the discharge, release, exculpation,
indemnification, injunction, and waiver provisions contained in Article VII of
the Plan:

                           (a)      falls within the jurisdiction of this Court
under 28 U.S.C. Sections 1334(a), (b) and (d);

                                       26


                           (b)      is supported by more than sufficient
consideration and is an essential means of implementing the Plan pursuant to
section 1123(a)(5) of the Bankruptcy Code;

                           (c)      is important to the overall objectives of
the Plan to finally resolve, except to the extent otherwise provided in the
Plan, claims among or against the parties in interest in these Chapter 11 Cases
with respect to the Debtors, their organization, capitalization, operation and
reorganization;

                           (d)      is consistent with sections 105, 1123, 1129
and other applicable provisions of the Bankruptcy Code; and

                           (e)      is necessary because the failure to effect
the discharge, release, injunction, exculpation and waiver provisions of the
Plan would seriously impair the Debtors' ability to confirm the Plan and
consummate the transactions thereunder.

                  26.      Intent to Channel Undischarged and Unreleased OFC and
OIC Tax Claims and Future Claims. The evidence produced in connection with
confirmation of the Plan, the entire record of these Chapter 11 Cases, and the
arguments of counsel made at the Confirmation Hearing clearly establish that it
is the clear intent and expectation of all parties-in-interest, including the
Debtors, the Creditors' Committee, its members and ex officio member, Berkshire,
Holders of Claims or Interests, and the Buyer, that (i) any and all OFC and OIC
Tax Claims and Future Claims, to the extent not otherwise discharged and
released, shall be the sole responsibility and liability of the Reorganized Sale
Debtors (under the Sale Option) or the Reorganized Stand Alone Debtors (under
the Stand Alone Option) and shall not, under any circumstances, be the
responsibility or liability of the Liquidation Trust, Holders of Claims or
Interests, the Debtors or the Buyer; and (ii) all Persons, parties-in-interest,
and Governmental

                                       27


Units (as such term is defined by section 101(27) of the Bankruptcy Code) shall
be forever stayed, restrained and enjoined from taking any action whatsoever
(under successor liability, fraudulent conveyance or any other theory) against
the Liquidation Trust, any Holders of Claims, the Debtors or the Buyer, which
has the purpose or effect of (directly or indirectly) collecting, recovering or
receiving payment of, on or with respect to any undischarged or unreleased OFC
or OIC Tax Claims or Future Claims. The evidence clearly establishes that all
parties-in-interest have relied to their detriment on the validity,
enforceability and effectuation of the foregoing and would not have proposed,
voted in favor of, approved or supported the Plan in the absence thereof.

                  27.      Notice of Channeling Future Claims. The notices which
were transmitted and served by the Debtors in compliance with the Disclosure and
Solicitation Order (including, without limitation, the Solicitation Packages and
the notice by publication set forth in the Publication Affidavits) provided
adequate and sufficient notice to all Holders of undischarged and unreleased OFC
and OIC Tax Claims and Future Claims, if any, that (i) any and all undischarged
and unreleased OFC and OIC Tax Claims and Future Claims are the sole
responsibility and liability of the Reorganized Sale Debtors (under the Sale
Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option)
and not, under any circumstances, the responsibility or liability of the
Debtors, the Liquidation Trust, Holders of Claims or Interests, or the Buyer,
and (ii) all Persons, parties-in-interest and Governmental Units are forever
stayed, restrained and enjoined from taking any action whatsoever (under a
successor liability, fraudulent conveyance, or any other theory) against the
Liquidation Trust, Holders of Claims or Interests, the Debtors or the Buyer
having the purpose or effect of (directly or

                                       28


indirectly) collecting, recovering or receiving payment of, on or with respect
to any OFC or OIC Tax Claim or Future Claim.

                  28.      Adequate Capitalization of the Reorganized Sale
Debtors. The proposed capitalization of the Reorganized Sale Debtors, as set
forth in this Order and in the Plan, is adequate, reasonable, fair and equitable
and satisfies applicable law. The proposed capitalization of the Reorganized
Sale Debtors is adequate for all purposes, including, without limitation, the
resolution of any and all OFC and OIC Tax and Future Claims, to the extent not
otherwise discharged and released.

                  29.      Cause for Substantive Consolidation. Cause exists for
the substantive consolidation of the Debtors, including, but not limited to, the
following facts: the Debtors have (i) shared a centralized cash management
system, (ii) common officers and directors and (iii) have shared key employees
and outside professionals, including, but not limited to, employees who perform
accounting, legal, human resource and risk management functions for all of the
Debtors, and law firms, accounting firms and consultants who also perform
services for all of the Debtors. The Debtors' request for such consolidation is
unopposed, with no opposition having been filed or otherwise raised.

                  30.      Transfers of Property.

                           (a)      The transfers of property by the Debtors to
the Buyer (i) are or shall be legal, valid and effective transfers of property,
(ii) vest or shall vest the transferee with good title to such property free and
clear of all liens, charges, claims, encumbrances or interests, except as
expressly provided in the Plan, the Purchase Agreement or this Order, (iii) do
not and shall not constitute avoidable transfers under the Bankruptcy Code or
under applicable bankruptcy or nonbankruptcy law, and (iv) do not and shall not
subject the Buyer to any liability

                                       29


by reason of such transfer under the Bankruptcy Code or under applicable
nonbankruptcy law, including, without limitation, any laws affecting successor
or transferee liability.

                           (b)      The transfer of property of the Debtors to
the Liquidation Trust, the Reorganized Sale Debtors, the Reorganized Stand Alone
Debtors, the DOF Escrow Account, the Stand Alone Voting Trust and/or Holders of
Claims or Interests under the Plan (i) are or shall be legal, valid and
effective transfers of property, (ii) vest or shall vest the transferee with
good title to such property free and clear of all liens, charges, claims,
encumbrances or interests, except as expressly provided in the Plan or this
Order, (iii) do not and shall not constitute avoidable transfers under the
Bankruptcy Code or under applicable bankruptcy or nonbankruptcy law, and (iv) do
not and shall not subject the transferee (direct or indirect) to any liability
by reason of such transfer under the Bankruptcy Code or under applicable
nonbankruptcy law, including, without limitation, any laws affecting successor
or transferee liability.

                  31.      Factual Basis for Approval of Rule 9019(a)
Settlements. The Plan as modified by the Modifications and by the provisions of
this Order reflects and incorporates a number of consensual resolutions and
settlements. In addition, this Court has taken into consideration the fact that
the Debtors, as debtors-in-possession, and the Creditors' Committee, Berkshire
and the Buyer all support the settlements embodied in the Plan. This Court has
found that the settlements embodied in the Plan will save the Debtors (and their
creditors) the cost and expense of litigating various disputes, the outcome of
which is not guaranteed and the litigation of which is likely to consume
substantial resources and may require several years to adjudicate. This Court
has also found that the settlements have facilitated the creation and
implementation of the Plan, are thus integral to consummation of the Plan, and
benefit the Holders of all Claims or Interests, creditors and equity holders of
the Consolidated Estate of the Debtors.

                                       30


                  32.      Discharge. Good and sufficient evidence has been
introduced to support the finding that the Debtors and their successors qualify
under section 1141 of the Bankruptcy Code for a discharge as described in
section 7.1 of the Plan.

                  33.      Conditions To Confirmation. Each of the conditions to
confirmation set forth in Section 5.1 of the Plan has been satisfied.

                  34.      Jurisdiction. This Court may properly retain
jurisdiction over each of the matters set forth in Section 11.1 of the Plan and
all determinations regarding the DOF Escrow Account.

         II.      NOW, THEREFORE, IT IS HEREBY ORDERED THAT:

                  35.      Disclosure Statement. The Disclosure Statement as it
relates to the Small Business Debtors is hereby approved.

                  36.      Confirmation. The Plan, as amended by the
Modifications and modified by this Order, is hereby approved and confirmed as to
the Debtors, and all acceptances and rejections previously cast for or against
the Plan are hereby deemed to constitute acceptances or rejections of the Plan
as modified by this Order; provided, however, that the Plan is not confirmed as
to Debtor NDH, and this Order does not bind or otherwise affect NDH or its
Estate except to the extent provided for in this Order.

                  37.      Objections. Each and every objection to the adequacy
of the information contained in the Disclosure Statement has been withdrawn,
waived or settled. Each of the objections to confirmation of the Plan has been
withdrawn, waived or settled. To the extent that pleadings filed by individuals
or entities constitute objections to confirmation of the Plan, such pleadings
have been withdrawn, waived or settled. As set forth in this Order, the
agreements that have been reached to satisfy, resolve and settle the objections
to confirmation of the Plan are

                                       31


hereby approved in accordance with Bankruptcy Rule 9019 and made a decretal part
of this Order.

                  38.      Provisions of Plan and Order Nonseverable and
Mutually Dependent. The provisions of the Plan and this Order, including the
findings of fact and conclusions of law set forth herein, are nonseverable and
mutually dependent.

                  39.      Executory Contracts and Unexpired Leases.

                           (a)      This Confirmation Order shall constitute an
Order of the Court granting the motion by the Debtors contained in the Plan to
assume, assume and assign, or reject as of the Effective Date, all executory
contracts and unexpired leases to which the Debtors are a party in accordance
with Article IX of the Plan and section 365 of the Bankruptcy Code. The Court
hereby authorizes the assumption, assumption and assignment, or rejection of
such executory contracts and unexpired leases as set forth in the Plan.

                           (b)      Each assumed and assigned executory contract
and unexpired lease of the Debtors that relates to the use or occupancy of real
property shall include (i) all modifications, amendments, supplements,
restatements, or other agreements made directly or indirectly by any agreement,
instrument, or other document that in any manner affects such executory contract
or unexpired lease, and (ii) all executory contracts or unexpired leases
appurtenant to the premises, including all easements, licenses, permits, rights,
privileges, immunities, options, rights of first refusal, powers, uses,
usufructs, reciprocal easement agreements, vaults, tunnel or bridge agreements,
or franchises, and any other interests in real estate or rights in rem related
to such premises, unless any of the foregoing agreements previously has been
rejected pursuant to a Final Order of the Court.

                                       32


                           (c)      All executory contracts or unexpired leases
assumed by the Debtors and assigned during the Chapter 11 Cases or under the
Plan shall remain in full force and effect for the benefit of the assignee
thereof notwithstanding any provisions in any contract or lease (including
provisions of the kinds described in Bankruptcy Code section 365(b)(2) and (f))
that prohibit assignment or transfer thereof or that enable or require
termination or modification of such contract or lease upon assignment thereof
and the respective assignee's undertaking to perform thereunder shall constitute
"adequate assurance of future performance" as required by Bankruptcy Code
section 365(f)(2)(B). Accordingly, such executory contracts, unexpired leases
and other obligation shall survive and remain unaffected by this Order.

                           (d)      The fact that any contract or lease is
listed on the Executory Contract Schedule shall not constitute or be construed
to constitute an admission that such contract or lease is an executory contract
or unexpired lease within the meaning of section 365 of the Bankruptcy Code or
that the Debtors or any successor in interest to the Debtors (including the
Buyer, the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors, the
Liquidation Trust or any other entity created by the Plan) has any liability
thereunder and the Debtors and the successor thereto expressly reserves all
rights with respect thereto.

                           (e)      Unless otherwise noted in the Executory
Contract Schedule or the Purchase Agreement, or any schedule thereto, the cure
amount pursuant to section 365(b)(1) of the Bankruptcy Code for any executory
contracts or unexpired leases is fixed at $0.00, and no other action needs to be
taken in connection with the assumption of such contracts and leases under
section 365(b) of the Bankruptcy Code.

                           (f)      The findings, conclusions and orders of the
Court concerning the (i) Order Pursuant to Sections 105, 363 and 365 of the
Bankruptcy Code Authorizing Certain Debtors

                                       33


to (I) Enter Into or Assume the Asset Purchase Agreement with Clayton Homes,
Inc., (II) Assume and Assign Servicing Agreements, (III) Reject Certain
Subservicing Agreements, and (IV) Sell Related Advance Receivables Free and
Clear of Any Liens, Claims, Encumbrances, Rights of Offset and Recoupment, and
Other Defenses and the (ii) Order Pursuant to Sections 105 and 363 of the
Bankruptcy Code Authorizing Sale of Certain REMIC Securities Free and Clear of
Liens, Claims, Encumbrances, Rights of Offset and Recoupment, and Other Defenses
(collectively, the "SPE Orders") are hereby incorporated into this Order in
their entirety; provided, however, that to the extent the SPE Orders are
inconsistent with this Order, the SPE Orders shall hereby control.

                           (g)      The Buyer shall not be liable for any cure
amounts except as provided in the Plan and Purchase Agreement.

                  40.      The Liquidation Trust.

                           (a)      The creation of the Liquidation Trust, in
accordance with the Plan, the Liquidation Trust Agreement and this Order, is
hereby authorized and approved. The Liquidation Trust shall be created pursuant
to the Plan for the primary purpose of liquidating all of the assets of the
Debtors and the Estates that the Plan provides will be transferred or
distributed to the Liquidation Trust (the "Liquidation Trust Assets") for
distribution to Holders of Allowed Claims in Class 4A, Class 4B, Class 4C, Class
4D and Class 4E (collectively the "Beneficiaries" and each individually, a
"Beneficiary") and creditors of the Liquidation Trust, pursuant to and in
accordance with the Liquidation Trust Agreement, the Plan and the Confirmation
Order, in an expeditious but orderly manner for the benefit of the Beneficiaries
(and the creditors of the Liquidation Trust) and at the direction of the
Beneficiaries, as a liquidating trust in accordance with Treasury Regulation
Section 301.7701-4(d), with no

                                       34


objective to continue or engage in the conduct of a trade or business except, to
the extent reasonably necessary to, and consistent with, the liquidating purpose
of the Liquidation Trust and the Plan.

                           (b)      The Debtors and the Liquidation Trustee,
pursuant to the Plan and the Confirmation Order, and in accordance with the
Bankruptcy Code and applicable tax statutes, rules and regulations, shall create
the Liquidation Trust for the purpose of liquidating the Liquidation Trust
Assets in an expeditious but orderly manner with no objective to continue or
engage in the conduct of a trade or business Section In particular, the
Liquidation Trustee shall (i) make continuing efforts to collect and reduce the
Liquidation Trust Assets to Cash (other than Liquidation Trust Assets, if any,
that are distributed in kind under the Plan); (ii) make timely distributions on
account of Allowed Claims with respect to the Liquidation Trust Assets pursuant
to the Plan and the Liquidation Trust Agreement and not unduly prolong the
duration of the Liquidation Trust; and (iii) take such steps as are reasonably
necessary to accomplish such purpose, all as more fully provided in, and subject
to the terms and provisions of, the Plan, the Confirmation Order and the
Liquidation Trust Agreement, including, without limitation, entering into escrow
and other agreements to satisfy all obligations under the Plan, this Order and
the Liquidation Trust Agreement.

                           (c)      Notwithstanding any provision of Delaware
law or any other applicable law to the contrary, the Liquidation Trustee shall
not have authority to engage in any trade or business, and no portion of the
Liquidation Trust Assets shall be used in the conduct of a trade or business,
except as is reasonably necessary for the prompt and orderly collection and
reduction to Cash of the Liquidation Trust Assets.

                                       35


                           (d)      The provisions of the Liquidation Trust
Agreement providing for the indemnification of the Liquidation Trustee by the
Liquidation Trust are reasonable and appropriate and such provisions are hereby
approved.

                           (e)      The Liquidation Trust shall provide
reasonable non-economic assistance to the Reorganized Sale Debtors, including
reasonable access to employees and books and records and reasonable assistance
in connection with the preparation of tax returns.

                           (f)      Furthermore, to the extent it deems it
necessary or appropriate, the Liquidation Trust is authorized to expend funds
from its administrative expense reserve to assist the Reorganized Sale Debtors
on matters that are of reasonable benefit to the Liquidation Trust's
Beneficiaries. The Reorganized Sale Debtors shall help facilitate the
Liquidation Trust becoming a co-insured under any policies of insurance retained
or purchased by the Reorganized Sale Debtors, to the extent that (i) the
Liquidation Trust desires becoming a co-insured entity under such policies and
(ii) it is reasonable for the Reorganized Sale Debtors to do so.

                           (g)      Rights of the Liquidation Trust to abandon
or otherwise not accept any Excluded Sale Trust Assets in accordance with
Section 6.1(c) of the Plan are hereby approved.

                  41.      Trust as Grantor Trust. The Debtors, the Reorganized
Sale Debtors, Liquidation Trust and the creditors receiving interests in the
Liquidation Trust will, for U.S. federal income tax and corporate law purposes,
treat the transfer of any assets to the Liquidation Trust as a transfer by the
Debtors to the creditors receiving interests in the Liquidation Trust in respect
of their Claims followed by a transfer of the assets by those creditors to the
Liquidation Trust. Consistent with such treatment, the creditors will be treated
as the grantors and initial beneficiaries of the Liquidation Trust. The Debtors,
the Reorganized Sale Debtors, the

                                       36


Liquidation Trustee and the creditors receiving interests in the Liquidation
Trust will, for U.S. federal income tax purposes, treat the Liquidation Trust as
a grantor trust and apply consistent valuations to the property transferred to
the Liquidation Trust in accordance with the terms of the Liquidation Trust
Agreement.

                  42.      The Stand Alone Voting Trust. Under the Stand Alone
Option of the Plan, the creation of the Stand Alone Voting Trust, in accordance
with the provisions of the Plan, the Stand Alone Voting Trust Agreement and this
Order, is hereby authorized and approved. The purpose of the Stand Alone Voting
Trust shall be to hold the New Common Stock in reserve for Disputed Claims for
each of the relevant Classes (or group of Classes in the case of Class 4), as
necessary pursuant to the Plan. The Reorganized Stand Alone Debtors shall be
responsible for and shall indemnify the Stand Alone Voting Trust for any
reasonable costs of administration, including, without limitation, the payment
of fees earned by the Stand Alone Voting Trustees under the Stand Alone Voting
Trust Agreement and reasonable professional costs.

                  43.      Discharge, Injunction, Release, and Exculpation.

                           (a)      Discharge. Pursuant to section 1141 of the
Bankruptcy Code, confirmation of the Plan shall discharge parties as set forth
in Section 7.1 of the Plan, except as otherwise provided herein. Confirmation of
the Plan shall also operate as a discharge of (i) with respect to the
Liquidation Trust, the Buyer and Holders of Claims or Interests, all OFC and OIC
Tax Claims, and (ii) with respect to Buyer and all other transferees of assets
of the Estates under the Plan, all Future Claims.

                           (b)      Injunction. Confirmation of the Plan shall
enjoin any Person or Governmental Unit as set forth in Sections 7.6 and 7.8 of
the Plan, except as otherwise provided herein. Confirmation of the Plan shall
also operate to enjoin the prosecution of (i) with respect to

                                       37


the Liquidation Trust, the Buyer and Holders of Claims or Interests, all OFC and
OIC Tax Claims, and (ii) with respect to Buyer and all other transferees of
assets of the Estates under the Plan, all undischarged and unreleased Future
Claims.

                           (c)      Release of Collateral. Confirmation of the
Plan shall release the liens in the manner set forth in Section 7.11 of the
Plan, except as otherwise provided herein.

                           (d)      Treatment of Intercompany Claims.
On the Effective Date, the following shall occur in the order prescribed:

                                    (i)      The Claims of any Debtor against
any other Debtor or any non-Debtor affiliate and Claims of any non-Debtor
affiliate against such Debtor shall be set off against each other in accordance
with section 553 of the Bankruptcy Code and any applicable nonbankruptcy law.

                                    (ii)     If, after giving effect to the
setoff described in clause (i) of this Subparagraph, any non-Debtor affiliate
has any remaining Intercompany Claim against any Debtor, that Claim shall be
transferred by such non-Debtor Affiliate to such Debtor and extinguished.

                                    (iii)    All Intercompany Claims held by
Oakwood (including for this purpose any Claims held by Oakwood against any
non-Debtor affiliate) shall be contributed to the capital of the obligor of such
Claims.

                                    (iv)     All other Intercompany Claims not
so setoff or contributed in accordance with clauses (i) - (iii) of this
Subparagraph (d) shall be extinguished, and no distribution shall be made under
the Plan with respect to such Claim.

                                       38


Nothing in this Confirmation Order shall be construed to authorize any treatment
of the Intercompany Claims or any other intercompany obligations that is
inconsistent with or would violate the Purchase Agreement.

                           (e)      Avoidance and Recovery Actions. Any and all
Causes of Action shall be preserved in accordance with Section 7.2 of the Plan,
except as otherwise provided herein or the Order approving the settlement
agreement between JPMorgan, the Debtors, U.S. Bank National Association and
National Indemnity Company (D.I. 3898).

                           (f)      Exculpation. Confirmation of the Plan shall
operate to exculpate those parties as set forth in Section 7.7 of the Plan,
except as otherwise provided herein.

                           (g)      Officers and Directors. Notwithstanding
anything to the contrary in the Plan or this Order, any rights of
indemnification of the Debtors' officers and directors shall continue
unaffected, so long as they timely file claims in respect thereof.

                           (h)      Channeling of Undischarged and Unreleased
OFC and OIC Tax Claims and Future Claims. All OFC and OIC Tax Claims and Future
Claims, to the extent not otherwise discharged or released under the Plan and/or
this Order, shall be solely the responsibility and liability of the Reorganized
Sale Debtors (under the Sale Option) or the Reorganized Stand Alone Debtors
(under the Stand Alone Option) and shall not, under any circumstances, be the
responsibility or liability of the Debtors, the Liquidation Trust, Holders of
Claims or Interests, or the Buyer. All Persons, parties-in-interest and
Governmental Units are hereby forever stayed, restrained and enjoined from
taking any action whatsoever (under successor liability, fraudulent conveyance
or any other theory) against the Debtors, the Liquidation Trust, Holders of
Claims or Interests, or the Buyer having the purpose or effect of

                                       39


(directly or indirectly) collecting, recovering or receiving payment of, on or
with respect to any OFC or OIC Tax Claims or Future Claim, including, without
limitation:

                  (i)      Commencing, conducting, or continuing in any manner,
                           directly or indirectly, any suit, action or other
                           proceeding (including, without limitation any thereof
                           in a judicial, arbitral, administrative or other
                           forum) against or affecting the Debtors, the
                           Liquidation Trust, Holders of Claims or Interests,
                           the Buyer or any of their property;

                  (ii)     Enforcing, levying, attaching (including, without
                           limitation, any pre-judgment attachment), collecting
                           or otherwise recovering by any means or in any
                           manner, whether directly or indirectly, any judgment,
                           award, decree or other order against the Debtors, the
                           Liquidation Trust, Holders of Claims or Interests,
                           the Buyer or any of their property;

                  (iii)    Creating, perfecting or otherwise enforcing in any
                           manner, directly or indirectly, any Liens or
                           encumbrance against the Debtors, the Liquidation
                           Trust, Holders of Claims or Interests, the Buyer or
                           any of their property;

                  (iv)     Setting-off, seeking reimbursement of, contribution
                           from or subrogation against or otherwise recouping in
                           any manner, directly or indirectly, any amount
                           against any liability owed to the Debtors, the
                           Liquidation Trust, Holders of Claims or Interests,
                           the Buyer or any of their property; and

                  (v)      Proceeding in any manner and any place with regard to
                           any undischarged and unreleased OFC or OIC Tax Claims
                           or Future Claims that are to be dealt with by the
                           Reorganized Sale Debtors or Reorganized Stand Alone
                           Debtors,

                                       40


                           except by proceeding against the Reorganized Sale
                           Debtors or Reorganized Stand Alone Debtors in
                           accordance with the Plan.

                  44.      Release of the Debtors' Claims. As of the Effective
Date, the Debtors shall be deemed to have waived and released any and all Causes
of Action of the Debtors (including claims which the Debtors otherwise have
legal power to assert, compromise or settle in connection their Chapter 11
Cases) arising on or before the Effective Date as provided by and subject to
Section 7.5 of the Plan, unless otherwise provided herein.

                  45.      Approval of Rule 9019(a) Settlements. The settlements
embodied in the Plan and this Order are approved in all respects pursuant to
Bankruptcy Rule 9019(a).

                  46.      Approval of Initial Members of the Liquidation Trust
Advisory Committee, the Liquidation Trust, the Stand Alone Voting Trust, and the
Officers and Directors of the Reorganized Sale Debtors and Stand Alone Debtors.
The appointment of Joseph Mullin, James Baskin, Brad Scher, Alan Halperin and
Kaliel Isaza Tuzman as the initial members of the Liquidation Trust Advisory
Committee is approved. The appointment of Alvarez & Marsal, LLC as the
Liquidation Trustee is approved. The appointment of Richard M. Hutson, II, as
the sole officer, director or other such responsible person of the Reorganized
Sale Debtors is approved. The appointment of Brad Scher, Alan Halperin and
Kaliel Isaza Tuzman as the Stand Alone Voting Trustees is approved. The
appointment of Anthony Schnelling, Daniel Crowley, Martin Mand, Donald Thomas
and Myles Standish (as Chief Executive Officer) as the members of the board of
directors of the Reorganized Stand Alone Debtors is approved. The Liquidation
Trust Advisory Committee, the Liquidation Trustee, the initial board of
directors of the Reorganized Stand Alone Debtors, the Stand Alone Voting
Trustees and the sole officer, director or other such responsible person of the
Reorganized Sale Debtors are authorized to carry out all

                                       41


duties as set forth in the Plan, the Liquidation Trust Agreement, amended
articles of incorporation, amended bylaws, and the Stand Alone Voting Trust
Agreement, as appropriate.

                  47.      Environmental Laws. In no event will the Liquidation
Trust or the Reorganized Sale Debtors have liability for any obligations that
arise after the Effective Date related to property owned or operated by the
Buyer or its successor under the Plan so long as, after the Effective Date, it
is neither an owner or operator of such property and does not arrange for the
disposal of hazardous substances on such property. Furthermore, in no event will
the Liquidation Trust or the Reorganized Sale Debtors have liability arising
from events or circumstances occurring prior to the Effective Date of the Plan
and related to property owned or operated by the Debtors or their successors
after the Effective Date of the Plan, except to the extent that any such
liability of the Debtors or its successors described herein could not have been
discharged under bankruptcy law in these Chapter 11 Cases.

                  48.      General Authorizations. The Debtors, the Liquidation
Trust, the Reorganized Sale Debtors, and the Reorganized Stand Alone Debtors are
hereby authorized and empowered pursuant to section 1142(b) of the Bankruptcy
Code to implement the Plan in accordance with its terms, including (to the
extent not inconsistent with the Plan):

                           (a)      Execute and deliver, and take such action as
is necessary to effectuate the terms of, the all notes, instruments, securities,
agreements and documents in substantially the form of such notes, instruments,
securities, agreements or documents attached as exhibits to the Plan, the Plan
Supplement, the Disclosure Statement or to be filed with this Court on or before
Effective Date, including all annexes and exhibits attached thereto, and any
other documents delivered in connection with those exhibits.

                                       42


                           (b)      Issue, execute, deliver, file and record any
documents, Bankruptcy Court papers or pleadings, and to take any and all actions
that are necessary or desirable to implement, effect or consummate the
transactions contemplated by the Plan, including, without limitation, actions
take to effectuate the Purchase Agreement, whether or not specifically referred
to in the Plan or related documents.

                           (c)      Issue the notes, securities and other
instruments contemplated by the Plan, including, but not limited to, the New
Common Stock and Liquidation Trust beneficial interests.

                           (d)      File with the appropriate Secretaries of
State the Amended Certificates of Incorporation, if necessary, and, if
appropriate, other documents required to implement the Plan and this Order.

                           (e)      Make the transfers, contributions, setoffs
and other matters and execute and deliver such instruments (including as
required to issue evidence of intercompany liabilities among the Reorganized
Sale Debtors or Reorganized Stand Alone Debtors), required to give effect to the
provisions of the Plan.

                           (f)      Make transfers of assets among the Debtors,
provided such transfers are not inconsistent with the Plan to give effect to the
Purchase Agreement, and to transfer Excluded Assets to the appropriate entity
under the Plan.

                  49.      Recapitalization and Restructuring of the Reorganized
Sale Debtors. In accordance with the Plan, (a) the Residual REMIC Certificates
and all insurance policies shall constitute the Excluded Sale Debtor Assets and
(b) $5,000,000.00, $4,000,000.00 of which shall be transferred to the DOF Escrow
Account on the Effective Date, shall constitute the Reorganized Sale Debtors
Capitalization Amount. Additionally, consistent with Section 6.1(d)

                                       43


of the Plan, on the Effective Date each of the Affiliate Debtors under this
Plan, other than OFC, OIC, and NDH (pending the resolution of the objection
referenced in Paragraph 20(k) herein), will merge with and into Oakwood or
otherwise be dissolved as determined by the Debtors.

                  50.      Authorization of the Sole Officer and Director of the
Reorganized Sale Debtors. Pursuant to the Plan and to applicable state law
governing reorganizations of corporations and other business organizations under
the provisions of statutes of the United States relating to the reorganization
of corporations and such other business organizations (including, without
limitation, N.C.G.S. Section 55-14A-01, N.R.S. Section 78.622(l); M.C.L.S.
Section 450.1861; 8 Del C. Section 303; collectively, the "State Laws"), as of
the Effective Date, Richard M. Hutson, II (a) shall be appointed to serve as the
sole officer and director with authority to govern those Reorganized Sale
Debtors which are corporations without further approval or any corporate action
by the board of directors or shareholders of such corporation; (b) shall have
the authority to act on behalf of the Reorganized Sale Debtors which are the
members of those Reorganized Sale Debtors which are limited liability companies;
(c) shall have the authority to act on behalf of the general partners and the
limited partners of those Reorganized Sale Debtors which are partnerships and
which have Reorganized Sale Debtors as their general and limited partners; (d)
in each such capacity, Richard M. Hutson, II shall have the authority to approve
and file any article or certificate of merger or plan of merger or article or
certificate of liquidation or dissolution and to execute, deliver and record any
document or take any other action necessary or desirable to effect the merger,
liquidation or dissolution of any Reorganized Sale Debtor with and into any
other Reorganized Sale Debtor in order to ultimately effect the merger,
liquidation or dissolution of all Reorganized Sale Debtors into Reorganized Sale
OKWD, with the exception of Oakwood Investment Corporation and Oakwood Financial

                                       44


Corporation; and (e) in each such capacity, shall have the authority to approve
and file any documents and take all actions necessary to effect the dissolution
and liquidation of any of the Reorganized Sale Debtors, including Reorganized
Sale OKWD (including the limitation on the transferability of shares of
Reorganized Sale OKWD). The sole officer and director shall have authority to
act on behalf of any entity without further approval of such action by corporate
directors, shareholders, equity holders, limited partners or any other
constituencies. In their capacity as proponents of the Plan, each Reorganized
Sale Debtor has evidenced both its approval of the appointment of Richard M.
Hutson, II as a single disinterested individual to serve as the sole officer and
director or in similar appropriate capacity for other types of business
organizations with all of the powers authorized by the State Laws and its
approval of any merger, liquidation or dissolution transaction.

                  51.      Disputed Ownership Fund Escrow Agreement.

                           (a)      In order to provide for resolution of
conflicting claims of ownership of certain funds, the Reorganized Sale Debtors
and the Liquidation Trust shall become parties to the Disputed Ownership Fund
Escrow Agreement (the "Escrow Agreement"), pursuant to which the Reorganized
Sale Debtors shall fund an escrow account (the "DOF Escrow Account") with
$4,000,000 in cash (the "Disputed Funds", the Disputed Funds, plus all interest
thereon received by the escrow agent, less the amount of any funds distributed
or paid in accordance with the Escrow Agreement, collectively, the "Escrowed
Property"). Disbursements from the DOF Escrow Account to the Reorganized Sale
Debtors or at the direction of the Reorganized Sale Debtors are hereby approved
(i) for the payment of reasonable attorneys fees, consultation fees, experts
fees, and Future Claims administration costs incurred by the Reorganized Sale
Debtors in administering and defending claims asserted against the

                                       45


Reorganized Sale Debtors after the Effective Date; and (ii) for the payment of
settlement amounts up to and including $5,000 in any one matter.

                           (b)      The foregoing authorization of disbursement
to the Reorganized Sale Debtors may be modified or withdrawn, in any specific
instance, upon motion of the Liquidation Trust and Order of this Court upon a
showing that the expenditures are not reasonable or that the settlement amounts
do not represent a reasonable business judgment on the part of the Reorganized
Sale Debtors or are not otherwise appropriate.

                           (c)      Disbursements from the DOF Escrow Account to
the Reorganized Sale Debtors or at the direction of the Reorganized Sale Debtors
for the payment of settlement amounts in excess of $5,000 shall be made only
pursuant to further Order of this Court, entered upon the motion of the
Reorganized Sale Debtors, after appropriate notice to the Liquidation Trust.

                           (d)      When the Liquidation Trust is prepared to
make a final distribution to its Beneficiaries, it shall give 30 days notice to
the Reorganized Sale Debtors of the Liquidation Trusts' intention to withdraw
the balance of the DOF Escrow Account (or such portion of the balance as may be
specified in such notice). The Liquidation Trust's withdrawal of the balance of
the DOF Escrow Account (or such portion of the balance as may be specified in
such notice) is hereby approved without further order of the Court, provided
that the Reorganized Sale Debtors have not filed a motion for an order
prohibiting such withdrawal within 30 days after receipt of the withdrawal
notice. If the Reorganized Sale Debtors shall file a motion opposing such
disbursement, the Court shall hear and determine the motion as expeditiously as
possible. All burdens of proof and persuasion with respect to such motion shall
be borne by the Reorganized Sale Debtors.

                                       46


                           (e)      The Debtors, the Reorganized Sale Debtors,
the Liquidation Trust and the beneficiaries of the Liquidation Trust will, for
U.S. federal income tax purposes treat the DOF Escrow Account (A) as a "disputed
ownership fund" (within the meaning of United States Proposed Treasury
Regulations section 1.468B-9) that is taxable in accordance with United States
Proposed Treasury Regulations section 1.468B-9(c) and (B) as the owner of the
Escrow Property.

                  52.      Cancellation of Interests. Under the Stand Alone
Option, effective as of one Business Day after the Effective Date, except as
provided in the Plan or in Paragraph 20(k) of this Order, the Interests shall be
cancelled and be deemed null and void and worthless and the Reorganized Stand
Alone Debtors shall have no further obligations respecting such Interests.

                  53.      Limitation on Dividends. Under the Sale Option of the
Plan, the Reorganized Sale Debtors shall file appropriate amendments to their
articles of incorporation prohibiting the payment of dividends or other
distributions to shareholders except for any final distribution payable to
shareholders upon the completion of the Reorganized Sale Debtors dissolution and
wind-down operations.

                  54.      Exemption From Stamp Taxes.

                           (a)      Pursuant to section 1146(c) of the
Bankruptcy Code, the issuance, transfer, or exchange of any security, or the
making, delivery, filing, or recording of any instrument of transfer under the
Plan shall not be taxed under any law imposing a stamp tax, or similar tax.

                           (b)      Without limiting the generality of
Subparagraph (a) of this Paragraph, the making, delivery, filing, or recording
at any time of any deed, bill of sale, mortgage, leasehold mortgage, deed of
trust, leasehold deed of trust, memorandum of lease,

                                       47


notice of lease, assignment, leasehold assignment, security agreement, financing
statement, or other instrument of absolute or collateral transfer required by,
or deemed necessary or desirable by the parties to, the mergers contemplated in
the Plan or the parties to the Purchase Agreement, and other agreements or
instruments related thereto shall not be so taxed.

                           (c)      All filing or recording officers, wherever
located and by whomever appointed, are hereby directed to accept for filing or
recording, and to file or record immediately upon presentation thereof, all such
deeds, bills of sale, mortgages, leasehold mortgages, deeds of trust, leasehold
deeds of trust, memoranda of lease, notices of lease, assignments, leasehold
assignments, security agreements, financing statements, and other instruments of
absolute or collateral transfer without payment of any stamp tax, or similar tax
imposed by federal, state, or local law. Notice in the form annexed hereto as
Exhibit E, (i) shall have the effect of an Order of this Court, (ii) shall
constitute sufficient notice of the entry of this Order to such filing and
recording officers, and (iii) shall be a recordable instrument notwithstanding
any contrary provision of nonbankruptcy law. This Court specifically retains
jurisdiction to enforce the foregoing direction, by contempt or otherwise.

                  55.      Treatment of New Common Stock and Beneficial
Interests. To the extent, if any, that they constitute "securities," the
issuance and distribution of (i) the New Common Stock (including distributions
into and out of the Stand Alone Voting Trust) and (ii) the beneficial interests
in the Liquidation Trust under the Plan have been duly authorized, and when
issued as provided in the Plan, will be validly issued, fully paid and
nonassessable. In addition, under section 1145 of the Bankruptcy Code, to the
extent, if any, that the above-listed items constitute "securities," the
offering of such items is exempt and the issuance and distribution of

                                       48


such items will be exempt from section 5 of the Securities Act of 1933 and any
state or local law requiring registration prior to the offering, issuance,
distribution or sale of securities.

                  56.      Conflicts. In the event of any conflict or
inconsistency between the terms of the Plan, this Order, the Disclosure
Statement, the Purchase Agreement or any other documents or agreements
authorized or controlled by the Plan or this Order, Section 11.8 of the Plan
shall control.

                  57.      Recoupment. Nothing in the Plan or this Confirmation
Order shall bar assertion of any recoupment claim or defense. Without limiting
the generality of the foregoing, nothing in the Plan or this Confirmation Order
shall in any way bar a consumer from asserting a recoupment claim or defense
against a holder of a loan contract pursuant to applicable Federal or state
truth-in-lending laws or similar consumer credit protection laws, including, but
not limited to, recoupment under FTC Trade Regulation Rule 433.2, CFR 433.2, or
15 U.S.C. Sections 1601, et seq.

                  58.      Dissolution of the Official Committee of Unsecured
Creditors. On the Effective Date, the Creditors' Committee shall be deemed
dissolved in accordance with and subject to Section 6.3(h) of the Plan.

                  59.      Privileges. The Liquidation Trust, the Reorganized
Sale Debtors (under the Sale Option) and the Reorganized Stand Alone Debtors
(under the Stand Alone Option) shall constitute successors of the Debtors for
purposes of continuing the privileged nature of any such communications shared
with them.

                  60.      Sale of Assets to the Buyer. The sale of the Debtors'
assets to the Buyer pursuant to the Sale Option of the Plan and the Order
Approving and Confirming Results of Auction with Respect to Proposed Sale
Pursuant to Plan of Reorganization (D.I. 3449) is

                                       49


approved pursuant to Bankruptcy Code sections 363, 365, 1123, and 1129. The
Buyer and Berkshire have acted in good faith for the purposes of Bankruptcy Code
section 363(m) with respect to the Purchase Agreement and the sale of the
Debtors' Assets.

                  61.      Approval of Plan-Related Documents. The Purchase
Agreement, including all other documents attached thereto and incorporated
therein, and all other documents necessary to consummate the Purchase Agreement
with the Buyer and all documents necessary to consummate the Stand Alone Option
under the Plan, are approved in all respects and all parties thereto are
authorized and directed to perform all of their obligations thereunder. All
documents in the Plan Supplement, which are in substantially final form, are
approved; such documents may be modified or amended as necessary to implement
the Plan in accordance with this Order and the Plan. The Debtors, the
Reorganized Sale Debtors, the Liquidation Trust and the Buyer are authorized to
enter into any other such agreement or make amendments to the Purchase Agreement
or Plan Supplement documents as necessary to implement the Plan in accordance
with this Order and the Plan.

                  62.      Revesting and Transfers of Property.

                           (a)      Pursuant to section 1141(b) of the
Bankruptcy Code, the assets and property of the Estates and of the Debtors shall
vest, revest or be transferred in accordance with Section 6.1(c) of the Plan
under the Sale Option of the Plan and Section 6.2(a) of the Plan under the Stand
Alone Option of the Plan.

                           (b)      Each of the transfers of property by the
Debtors to the Buyer shall be made by Debtors and transferred to the Buyer on
the Effective Date. Each of the transfers of property by Debtors to the Buyer
(i) are or shall be legal, valid and effective transfers of property, (ii) vest
or shall vest the Buyer with good title to such property free and clear of all

                                       50


liens, charges, claims, encumbrances or interests, except as expressly provided
in the Plan, the Purchase Agreement or this Order (including without limitation
any and all OFC and OIC Tax Claims and Future Claims), (iii) do not and shall
not constitute avoidable transfers under the Bankruptcy Code or under applicable
bankruptcy or nonbankruptcy law, and (iv) do not and shall not subject the Buyer
to any liability by reason of such transfer under the Bankruptcy Code or under
applicable nonbankruptcy law, including, without limitation, any laws affecting
successor or transferee liability.

                           (c)      Each of the transfers of property by the
Debtors to the Liquidation Trust, the Reorganized Sale Debtors, the Reorganized
Stand Alone Debtors, the DOF Escrow Account, the Stand Alone Voting Trust and/or
Holders of Claims or Interests shall be made by Debtors and transferred to the
transferee on the Effective Date. Each of the transfers of property by the
Debtors to the Liquidation Trust, the Reorganized Sale Debtors, the Reorganized
Stand Alone Debtors, the DOF Escrow Account, the Stand Alone Voting Trust and/or
Holders of Claims or Interests under the Plan (i) are or shall be legal, valid
and effective transfers of property, (ii) vest or shall vest the transferee with
good title to such property free and clear of all liens, charges, claims,
encumbrances or interests, except as expressly provided in the Plan or this
Order (including without limitation any and all OFC and OIC Tax Claims and
Future Claims), (iii) do not and shall not constitute avoidable transfers under
the Bankruptcy Code or under applicable bankruptcy or nonbankruptcy law, and
(iv) do not and shall not subject the transferee (direct or indirect) to any
liability by reason of such transfer under the Bankruptcy Code or under
applicable nonbankruptcy law, including, without limitation, any laws affecting
successor or transferee liability.

                                       51


                  63.      Termination of the Final DIP Agreement. Subject to
the payment in full of all amounts owed under the Final DIP Agreement or other
such treatment as agreed to by the Debtors and the DIP Lenders, on the Effective
Date, the obligations arising under the Final DIP Agreement shall be deemed to
have terminated. Notwithstanding any provision of the Plan to the contrary,
under the Sale Option, the Debtors are authorized to pay all amounts due and
owing, if any, under the Final DIP Agreement, and such amounts shall be paid in
full from the Purchase Consideration on or as soon as reasonably practicable
after the Effective Date as Allowed Administrative Claims, and upon such payment
in full all liens, mortgages and security interests granted under the Final DIP
Agreement shall automatically be extinguished without the need for any filings
or further actions under the state or federal laws, and all authorities shall be
authorized to accept the Confirmation Order and notice of Effective Date as a
release or satisfaction of all such liens, mortgages and security interests. To
the extent any further obligations are presented for payment as obligations
under the Final DIP Agreement, such obligations will be paid by the Liquidation
Trust as Administrative Claims to the extent such obligation are valid Allowed
Administrative Claims. Under the Stand Alone Option, the Debtors and the
Reorganized Stand Alone Debtors are authorized to pay all amounts due and owing,
if any, under the Final DIP Agreement, and such amounts shall be paid in full on
or as soon as reasonably practicable after the Effective Date as Allowed
Administrative Claims, and upon such payment in full all liens, mortgages and
security interests granted under the Final DIP Agreement shall automatically be
extinguished without the need for any filings or further actions under the state
or federal laws, and all authorities shall be authorized to accept the
Confirmation Order and notice of Effective Date as a release or satisfaction of
all such liens, mortgages and security interests.

                                       52


                  64.      Approval of the Exit Facility Agreement. Under the
Stand Alone Option, the Exit Facility Agreement, including all other documents
attached thereto and incorporated therein, including those documents in the Plan
Supplement, are approved in all respects and all parties thereto are authorized
and directed to perform all of their obligations thereunder.

                  65.      Substantive Consolidation of Consolidating Debtors.
Pursuant to sections 105 and 1123 of the Bankruptcy Code and Section 6.3 of the
Plan, on the Effective Date, the Estates of the Debtors shall be substantively
consolidated solely as and to the extent set forth in Section 6.3 of the Plan.

                  66.      Plan and Confirmation Order Binding. Pursuant to
section 1141 of the Bankruptcy Code, subject to the occurrence of the Effective
Date, and except as expressly provided in the Plan or this Order, the provisions
of the Plan, the Purchase Agreement, and this Order shall be binding upon (a)
the Debtors, (b) the Reorganized Sale Debtors, (c) the Reorganized Stand Alone
Debtors, (d) the DOF Escrow Account, (e) the Stand Alone Voting Trust, (f) the
Liquidation Trust, (g) all Holders of Claims against or Interests in the
Debtors, whether or not impaired under the Plan and whether or not, if impaired,
such holders accepted the Plan, (h) the Buyer and any other Person acquiring
property under the Plan, (i) any other party in interest, (j) any Person or
Governmental Unit making an appearance in these Chapter 11 Cases, and (k) each
of the foregoing's respective heirs, successors, assigns, trustees, executors,
administrators, affiliates, officers, directors, agents, representatives,
attorneys, beneficiaries or guardians.

                  67.      Supremacy of Confirmation Order. Except as otherwise
set forth herein, this Confirmation Order shall supersede any Orders of the
Court issued prior to the Confirmation Date to the extent that those prior
Orders may be inconsistent with the Confirmation Order.

                                       53


                  68.      Plan Provisions to Be Given Effect. The failure
specifically to include or reference any particular provision of the Plan in
this Order shall not diminish or impair the effectiveness of such provision, it
being the intent of the Court that the Plan be confirmed in its entirety.

                  69.      Plan Classification Controlling. The classification
of Claims for purposes of payment of the Distributions to be made under the Plan
is governed solely by the terms of the Plan. The classifications set forth on
the Ballots tendered to or returned by the creditors of the Debtors in
connection with voting on the Plan (a) were set forth thereon solely for
purposes of voting on the acceptance or rejection of the Plan, (b) do not
necessarily represent and in no event shall be deemed to modify or otherwise
affect the actual classification of such claims under the terms of the Plan for
distribution purposes, and (c) may not be relied upon by any creditor as
actually representing the actual classification of such claims under the terms
of the Plan for distribution purposes.

                  70.      The Record. Except for any orders issued in aid of
confirmation at the request of the Debtors or the Creditors' Committee, the
record of the Confirmation Hearing is closed. The findings of fact and
conclusions of law of this Court set forth herein and at the Confirmation
Hearing shall constitute findings of fact and conclusions of law pursuant to
Bankruptcy Rule 7052, as made applicable herein by Bankruptcy Rule 9014, and the
findings of fact and conclusions of the Court at the Confirmation Hearing are
incorporated herein by reference. To the extent necessary to address and resolve
the objection of Tunnell discussed in Paragraph 20(k) above, the Record may be
supplemented solely as to Debtor NDH or with respect to the stock of Debtor NDH,
and such supplementation shall in no way impact or effect the closing of the
record of the Confirmation Hearing as to the remaining Debtors, nor shall it

                                       54


impact the closing of the Purchase Agreement or consummation of the Plan with
respect to the assets of the Debtors other than NDH, except that such closing or
consummation shall not result in or cause: (i) the confirmation of the Plan with
regard to NDH; (ii) a disposition of any of the assets of NDH; or (iii) a
disposition of any of the stock of NDH.

                  71.      Final Fee Application for Professional Fees. Unless
otherwise Ordered by the Court, all final applications for payment of Fee Claims
shall be filed and served in accordance with Section 2.9 of the Plan. The Court
shall retain jurisdiction to determine such fee requests, and the right to
extend or change the timetables established herein.

                  72.      Failure to Consummate Plan. If the Effective Date
does not occur, then: (a) this Order shall be vacated and shall be of no further
force and effect, (b) no distributions under the Plan shall be made, (c) the
Debtors and all holders of Claims and Interests shall be restored to the status
quo ante as of the day immediately preceding the Confirmation Date as though the
Confirmation Date never occurred, and (d) the Debtors' obligations with respect
to Claims and Interests shall remain unchanged. In such event, nothing contained
in this Order, any Order in aid of consummation of the Plan, or the Plan, and no
acts taken in preparation for consummation of the Plan, (a) shall be deemed to
constitute a waiver or release of any Claims or Interests by or against any
member of the Debtors or any other Person, to prejudice in any manner the rights
of the Debtors or any Person or entity in any further proceedings involving the
Debtors, or to constitute an admission of any sort by the Debtors or any other
Person as to any issue, including, without limitation, issues relating to the
ownership by or the rights of the Debtors in all or any part of the property
(including inventory) owned, sold, held by or in the possession of any Debtors
or (b) shall be construed as a finding of fact or conclusion of law in respect
thereof.

                                       55


                  73.      Retention of Jurisdiction. This Court shall retain
jurisdiction in accordance with the terms of Section 11.1 of the Plan, the other
provisions of this Order, and section 1142 of the Bankruptcy Code.

                  74.      Notice of Entry of Confirmation Order. In accordance
with Bankruptcy Rules 2002 and 3020(c), on or before the Effective Date, the
Debtors (or its successors or agents) shall give notice of the entry of this
Order, in substantially the form of the proposed notice attached as Exhibit E
hereto (the "Notice of Confirmation"), which is hereby approved, by United
States first class mail postage prepaid, by hand or by overnight courier service
to, without duplication, (a) the United States Trustee, (b) counsel for the
Committee, (c) counsel for DIP Lenders, (d) the Securities and Exchange
Commission, (e) the entities that requested notice of amendments to the Plan,
the Disclosure Statement and other documents or who objected to the Disclosure
Statement or confirmation of the Plan, (f) entities that requested notices under
Bankruptcy Rule 2002, (g) the Internal Revenue Service, (h) the United States
Attorney for the District of Delaware, (i) counsel to GNMA and FHA and (j) all
creditors that have filed proofs of claim in these Chapter 11 Cases or that are
scheduled in the Debtors' schedules of assets and liabilities, or any amendment
or modification thereto. The Debtors shall also publish the Notice of
Confirmation in a national daily newspaper of their choosing. The Debtors are
hereby empowered to make conforming changes to the Notice of Confirmation prior
to its distribution for the purposes of conforming it to the Plan and this
Order.

                  75.      Returned Mail. Notwithstanding anything to the
contrary herein, no notice or service of any kind will be required to be mailed
or made upon any person to whom the Debtors mailed a notice of the hearing on
the Disclosure Statement or the various packages containing, among other things,
notice of the date for the Confirmation Hearing, but received any

                                       56


of such notices returned by the United States Postal Service marked
"undeliverable as addressed," "moved - left no forwarding address" or
"forwarding Order expired," or similar reason, unless the Debtors has been
informed in writing by such person of that person's new address.

                  76.      Effective Date. The Plan will become effective on the
Effective Date as provided in the Plan.

                  77.      Authorization to Close. This Court directs that
Bankruptcy Rule 3020(e) shall not apply to this Order and authorizes the plan
proponents to consummate the Plan immediately after entry of this Order, except
as otherwise provided in this Order.

                  78.      Sufficiency of Notice of Confirmation. Mailing and
publication of the Notice of Confirmation in the time and manner as set forth in
this Order is adequate to bind all Holders of Claims and Interests, and all
other parties in interest, to this Order, the Plan and all other related
documents, and satisfies the requirements of Bankruptcy Rules 2002 and 3020(c).
No further notice is necessary.

Dated: Wilmington, Delaware
       March ____, 2004

                                          ______________________________________
                                          THE HONORABLE PETER J. WALSH
                                          UNITED STATES BANKRUPTCY JUDGE

                                       57


                      IN THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF DELAWARE

IN RE:                        )   Chapter 11
                              )
OAKWOOD HOMES CORPORATION,    )   Case No. 02-13396 (PJW)
et al.,(4)                    )
                Debtors.      )   Jointly Administered
                              )
                              )   Related to Docket Nos. 3503, 3504 & 3759
______________________________)

 FINDINGS OF FACT AND CONCLUSIONS OF LAW RELATING TO, AND ORDER UNDER 11 U.S.C.
 SECTIONS 1129(A) AND (B) CONFIRMING, SECOND AMENDED JOINT CONSOLIDATED PLAN OF
         REORGANIZATION OF OAKWOOD HOMES CORPORATION AND ITS AFFILIATED
            DEBTORS AND DEBTORS IN POSSESSION, DATED FEBRUARY 6, 2004

Dated: March ___, 2004

- ------------------------
(4)      The Plan is being confirmed with regard to the following debtor
         entities: Oakwood Homes Corporation, Dream Street Company, LLC, Oakwood
         Shared Services, LLC, HBOS Manufacturing, LP, Oakwood MHD4, LLC,
         Oakwood Acceptance Corporation, LLC, Oakwood Mobile Homes, Inc.,
         Suburban Home Sales, Inc., FSI Financial Services, Inc., Home Service
         Contract, Inc., Tri-State Insurance Agency, Inc., Golden West Leasing,
         LLC, Crest Capital, LLC, Preferred Housing Services, LP., Oakwood
         Financial Corporation, Oakwood Investment Corporation, and Oakwood
         Servicing Holdings Co., LLC. As noted herein, New Dimension Homes, Inc.
         ("NDH") has elected to not seek entry of an order of confirmation of
         the Plan (as defined hereto) at this time. Notwithstanding this, these
         findings of fact and conclusions of law apply to all of the Debtors,
         including NDH. NDH is not seeking entry of a confirmation order as it
         has agreed to adjourn the objection of Tunnell (as defined herein) and
         the effect of confirmation as to NDH until the next omnibus hearing in
         these Chapter 11 Cases.


                                TABLE OF CONTENTS



                                                                                                        Page
                                                                                                        ----
                                                                                                     
         RECITALS                                                                                         1

FINDINGS OF FACTS AND CONCLUSIONS OF LAW                                                                  5

I.       IT IS HEREBY FOUND AND DETERMINED THAT                                                           5

         1.       CORE PROCEEDING (28 U.S.C. Section 157(B)(2))                                           5

         2.       ADEQUACY OF THE DISCLOSURE STATEMENT AND SOLICITATION OF VOTES AS TO THE
                  SMALL BUSINESS DEBTORS.                                                                 5

         3.       TRANSMITTAL AND MAILING OF MATERIALS; NOTICE                                            6

         4.       PLAN COMPLIANCE WITH BANKRUPTCY CODE (11 U.S.C. Section 1129(A)(1))                     6

         5.       COMPLIANCE WITH THE BANKRUPTCY CODE (11 U.S.C. Section 1129(A)(2))                      8

         6.       PLAN PROPOSED IN GOOD FAITH (11 U.S.C. Section 1129(A)(3))                             10

         7.       PAYMENTS FOR SERVICES OR COSTS AND EXPENSES (11 U.S.C. Section 1129(A)(4))             10

         8.       DIRECTORS, OFFICERS AND TRUSTEES (11 U.S.C. Section 1129(A)(5))                        10

         9.       NO RATE CHANGES (11 U.S.C. Section 1129(A)(6))                                         11

         10.      BEST INTERESTS OF CREDITORS TEST (11 U.S.C. Section 1129(A)(7))                        11

         11.      ACCEPTANCE BY CERTAIN CLASSES (11 U.S.C. Section 1129(A)(8))                           11

         12.      TREATMENT OF ADMINISTRATIVE AND TAX CLAIMS (11 U.S.C. Section 1129(A)(9))              12

         13.      ACCEPTANCE BY IMPAIRED CLASSES (11 U.S.C. Section 1129(A)(10))                         12

         14.      FEASIBILITY (11 U.S.C. Section 1129(A)(11))                                            12

                                       i



                                                                                                     
         15.      PAYMENT OF FEES (11 U.S.C. Section 1129(A)(12))                                        12

         16.      CONTINUATION OF RETIREE BENEFITS (11 U.S.C. Section 1129 (A)(13))                      13

         17.      FAIR AND EQUITABLE; NO UNFAIR DISCRIMINATION (11 U.S.C. Section 1129(B))               13

         18.      PRINCIPAL PURPOSE OF PLAN (11 U.S.C. Section 1129(D))                                  13

         19.      TECHNICAL AMENDMENTS AND NON-MATERIAL MODIFICATIONS                                    14

         20.      OBJECTIONS                                                                             14

         21.      SUCCESSORS OF THE DEBTORS                                                              23

         22.      EXEMPTION FROM SECURITIES LAWS (11 U.S.C. Section 1145(A))                             24

         23.      GOOD FAITH SOLICITATION; GOOD FAITH SALE OF
                  SECURITIES (11 U.S.C. Section 1125(E))                                                 24

         24.      ASSUMPTION AND ASSIGNMENT DETERMINATIONS                                               25

         25.      DISCHARGE, RELEASE, EXCULPATION, INDEMNIFICATION, INJUNCTION AND WAIVER                26

         26.      INTENT TO CHANNEL UNDISCHARGED AND UNRELEASED OFC AND OIC TAX AND FUTURE
                  CLAIMS.                                                                                27

         27.      NOTICE OF CHANNELING FUTURE CLAIMS.                                                    28

         28.      ADEQUATE CAPITALIZATION OF THE REORGANIZED SALE DEBTORS                                29

         29.      CAUSE FOR SUBSTANTIVE CONSOLIDATION                                                    29

         30.      TRANSFERS OF PROPERTY                                                                  29

         31.      FACTUAL BASIS FOR APPROVAL OF RULE 9019(A) SETTLEMENTS                                 30

         32.      DISCHARGE                                                                              31

         33.      CONDITIONS TO CONFIRMATION                                                             31



                                       ii


                                                                                                     
         34.      JURISDICTION                                                                           31

II.      NOW, THEREFORE, IT IS HEREBY ORDERED THAT:                                                      31

         35.      DISCLOSURE                                                                             31

         36.      CONFIRMATION                                                                           31

         37.      OBJECTIONS                                                                             31

         38.      PROVISIONS OF PLAN AND ORDER NONSEVERABLE AND MUTUALLY DEPENDENT                       32

         39.      EXECUTORY CONTRACTS AND UNEXPIRED LEASES                                               32

         40.      THE LIQUIDATION TRUST                                                                  34

         41.      TRUST AS GRANTOR TRUST                                                                 36

         42.      THE STAND ALONE VOTING TRUST                                                           37

         43.      DISCHARGE, INJUNCTION, RELEASE, AND EXCULPATION                                        37

         44.      RELEASE OF THE DEBTORS' CLAIMS                                                         41

         45.      APPROVAL OF RULE 9019(A) SETTLEMENTS                                                   41

         46.      APPROVAL OF INITIAL MEMBERS OF THE LIQUIDATION TRUST ADVISORY COMMITTEE,
                  THE LIQUIDATION TRUST, THE STAND ALONE VOTING TRUST, AND THE OFFICERS
                  AND DIRECTORS OF THE REORGANIZED SALE DEBTORS AND STAND ALONE DEBTORS                  41

         47.      ENVIRONMENTAL LAWS                                                                     42

         48.      GENERAL AUTHORIZATIONS                                                                 42

         49.      RECAPITALIZATION AND RESTRUCTURING OF THE REORGANIZED SALE DEBTORS.                    43

         50.      AUTHORIZATION OF THE SOLE OFFICER AND DIRECTOR OF THE REORGANIZED SALE
                  DEBTORS.                                                                               44

         51.      DISPUTED                                                                               45

         52.      CANCELLATION OF INTERESTS                                                              47



                                       iii


                                                                                                     
         53.      LIMITATION                                                                             47

         54.      Exemption From Stamp Taxes                                                             47

         55.      TREATMENT OF NEW COMMON STOCK AND BENEFICIAL INTERESTS                                 48

         56.      CONFLICTS                                                                              49

         57.      RECOUPMENT                                                                             49

         58.      DISSOLUTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS                           49

         59.      PRIVILEGES.                                                                            49

         60.      SALE OF ASSETS TO THE BUYER                                                            49

         61.      APPROVAL OF PLAN-RELATED DOCUMENTS                                                     50

         62.      REVESTING AND TRANSFERS OF PROPERTY                                                    50

         63.      TERMINATION OF THE FINAL DIP AGREEMENT                                                 52

         64.      APPROVAL OF THE EXIT FACILITY AGREEMENT                                                53

         65.      SUBSTANTIVE CONSOLIDATION OF CONSOLIDATING DEBTORS                                     53

         66.      PLAN AND CONFIRMATION ORDER BINDING                                                    53

         67.      SUPREMACY OF CONFIRMATION ORDER                                                        53

         68.      PLAN PROVISIONS TO BE GIVEN EFFECT                                                     54

         69.      PLAN CLASSIFICATION CONTROLLING                                                        54

         70.      THE RECORD                                                                             54

         71.      FINAL FEE APPLICATION FOR                                                              55

         72.      FAILURE TO CONSUMMATE PLAN                                                             55

         73.      RETENTION OF JURISDICTION                                                              56

         74.      NOTICE OF ENTRY OF CONFIRMATION ORDER                                                  56

         75.      RETURNED MAIL                                                                          56



                                       iv


                                                                                                     
         76.      EFFECTIVE DATE. THE PLAN WILL BECOME EFFECTIVE ON THE EFFECTIVE DATE AS
                  PROVIDED IN THE PLAN.                                                                  57

         77.      AUTHORIZATION TO CLOSE                                                                 57

         78.      SUFFICIENCY OF NOTICE OF CONFIRMATION                                                  57



                                       v

EX-2.2

                                                                     EXHIBIT 2.2

                      IN THE UNITED STATES BANKRUPTCY COURT

                          FOR THE DISTRICT OF DELAWARE

IN RE:                              )       Chapter 11
                                    )
OAKWOOD HOMES CORPORATION,          )       Case No. 02-13396 (PJW)
et al.,(1)                          )
             Debtors.               )       Jointly Administered
                                    )
                                    )
                                    )

                    SECOND AMENDED JOINT CONSOLIDATED PLAN OF
               REORGANIZATION OF OAKWOOD HOMES CORPORATION AND ITS
                  AFFILIATED DEBTORS AND DEBTORS-IN-POSSESSION

                             Dated: February 6, 2004

                          MORRIS, NICHOLS, ARSHT & TUNNELL
                          Robert J. Dehney (No. 3578)
                          Derek C. Abbott (No. 3376)
                          Daniel B. Butz (No. 4227)
                          1201 North Market Street
                          P.O. Box 1347
                          Wilmington, Delaware 19899-1347
                          (302) 658-9200

                                     - and -

                          RAYBURN COOPER & DURHAM, P.A.
                          C. Richard Rayburn, Jr.
                          Albert F. Durham
                          Patricia B. Edmondson
                          1200 Carillon, 227 West Trade Street
                          Charlotte, North Carolina 28202-1675
                          (704) 334-0891

                          Co-Counsel for Oakwood Homes Corporation,
                          et al., Debtors and Debtors In Possession

- ---------------------
(1)      The Debtors are the following entities: Oakwood Homes Corporation, New
         Dimension Homes, Inc., Dream Street Company, LLC, Oakwood Shared
         Services, LLC, HBOS Manufacturing, LP, Oakwood MHD4, LLC, Oakwood
         Acceptance Corporation, LLC, Oakwood Mobile Homes, Inc., Suburban Home
         Sales, Inc., FSI Financial Services, Inc., Home Service Contract, Inc.,
         Tri-State Insurance Agency, Inc., Golden West Leasing, LLC, Crest
         Capital, LLC and Preferred Housing Services, LP.



         THIS PLAN AND THE DISCLOSURE STATEMENT HAVE NOT BEEN REQUIRED TO BE
PREPARED IN ACCORDANCE WITH FEDERAL OR STATE SECURITIES LAWS OR OTHER APPLICABLE
NONBANKRUPTCY LAW. PERSONS OR ENTITIES TRADING IN OR OTHERWISE PURCHASING,
SELLING OR TRANSFERRING SECURITIES WHETHER DEBT OR EQUITY OF THE DEBTORS SHOULD
EVALUATE THIS PLAN IN LIGHT OF THE PURPOSES FOR WHICH IT WAS PREPARED.

         AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS AND OTHER ACTUAL,
THREATENED OR POTENTIAL ACTIONS, THIS PLAN AND THE DISCLOSURE STATEMENT SHALL
NOT BE DEEMED OR CONSTRUED AS AN ADMISSION, STIPULATION OR WAIVER, BUT RATHER AS
A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS.



                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE I.      DEFINITIONS, RULES OF INTERPRETATION,
                COMPUTATION OF TIME AND GOVERNING LAW                        1

                1.1      DEFINITIONS.                                        1
                (1)      1997 BONDS SECURED CLAIM                            1
                (2)      1997-A GUARANTEE                                    1
                (3)      1997-B GUARANTEE                                    1
                (4)      1997-C GUARANTEE                                    1
                (5)      1997-D GUARANTEE                                    1
                (6)      1998 BONDS SECURED CLAIM                            2
                (7)      1998-B GUARANTEE                                    2
                (8)      1998-C GUARANTEE                                    2
                (9)      1998-D GUARANTEE                                    2
                (10)     1999-A GUARANTEE                                    2
                (11)     1999-B GUARANTEE                                    2
                (12)     1999-C LIMITED GUARANTEE                            2
                (13)     1999-C GUARANTEE                                    2
                (14)     1999-D GUARANTEE                                    2
                (15)     1999-E GUARANTEE                                    2
                (16)     2000-A GUARANTEE                                    2
                (17)     2000-B GUARANTEE                                    2
                (18)     2001-B GUARANTEE                                    2
                (19)     2001-C GUARANTEE                                    2
                (20)     2001-D GUARANTEE                                    2
                (21)     2001-E GUARANTEE                                    3
                (22)     2002-A GUARANTEE                                    3
                (23)     2002-B GUARANTEE                                    3
                (24)     ADMINISTRATIVE CLAIM                                3
                (25)     ADMINISTRATIVE CLAIM BAR DATE ORDER                 3
                (26)     AFFILIATE DEBTOR(S)                                 3
                (27)     ALLOWED CLAIM OR INTEREST                           3
                (28)     ALLOWED [CLASS DESIGNATION] CLAIM OR
                         INTEREST                                            4
                (29)     AMENDED AND RESTATED BYLAWS                         4
                (30)     AMENDED AND RESTATED CERTIFICATES OF
                         INCORPORATION                                       4
                (31)     APPROVAL HEARING                                    4
                (32)     ASSETS                                              4
                (33)     AUTO SECURED CLAIM                                  4
                (34)     AVOIDANCE ACTIONS                                   4
                (35)     B-2 REMIC GUARANTEES                                4
                (36)     B-PIECE REMIC CERTIFICATES                          5
                (37)     BALLOT                                              5


                                      (i)



                                                          
(38)     BALLOT DEADLINE                                     5
(39)     BALLOTING AGENT                                     5
(40)     BANKRUPTCY CODE                                     5
(41)     BANKRUPTCY COURT                                    5
(42)     BANKRUPTCY RULES                                    5
(43)     BAR DATE ORDER                                      5
(44)     BERKSHIRE                                           5
(45)     BID PROCEDURES ORDER                                5
(46)     BSI                                                 5
(47)     BUSINESS DAY                                        6
(48)     BUYER                                               6
(49)     CAROLINA SECURED CLAIM                              6
(50)     CASH                                                6
(51)     CASH EQUIVALENTS                                    6
(52)     CAUSES OF ACTION                                    6
(53)     CHAPTER 11 CASE                                     6
(54)     CLAIM                                               6
(55)     CLAIMS AGENT                                        7
(56)     CLAIMS/INTERESTS OBJECTION DEADLINE                 7
(57)     CLASS                                               7
(58)     CONFIRMATION DATE                                   7
(59)     CONFIRMATION HEARING                                7
(60)     CONFIRMATION ORDER                                  7
(61)     CONVENIENCE CLAIM                                   7
(62)     CONVENIENCE CLASS ELECTION                          7
(63)     CONVENIENCE CLASS OPT-IN ELECTION                   7
(64)     CONVENIENCE CLASS OPT-OUT ELECTION                  7
(65)     CREDITORS' COMMITTEE                                8
(66)     DEBTOR-HELD INTEREST                                8
(67)     DEBTOR(S)                                           8
(68)     DIP CLAIM                                           8
(69)     DIP LENDERS                                         8
(70)     DISALLOWED                                          8
(71)     DISCLOSURE STATEMENT                                8
(72)     DISCLOSURE STATEMENT ORDER                          8
(73)     DISPUTED AMOUNT                                     8
(74)     DISPUTED CLAIM OR INTEREST                          9
(75)     DISPUTED CLAIMS RESERVE                             9
(76)     DISTRIBUTION ADDRESS                                9
(77)     DISTRIBUTION DATE                                   9
(78)     EFFECTIVE DATE                                      9
(79)     ESTATE                                              9
(80)     ESTIMATION ORDER                                    9
(81)     EXCLUDED ASSETS                                    10
(82)     EXCLUDED SALE DEBTOR ASSETS                        10
(83)     EXCLUDED SALE TRUST ASSETS                         10
(84)     EXECUTORY CONTRACT SCHEDULE                        10



                                      (ii)



                                                         
(85)     EXIT FACILITY                                      10
(86)     EXIT FACILITY AGREEMENT                            10
(87)     EXIT FACILITY LENDER                               10
(88)     FACE AMOUNT                                        10
(89)     FEE CLAIM                                          10
(90)     FEE ORDER                                          10
(91)     FINAL DIP AGREEMENT                                11
(92)     FINAL DIP ORDER                                    11
(93)     FINAL ORDER                                        11
(94)     FIRST AMERICAN SECURED CLAIM                       11
(95)     FOOTHILL                                           11
(96)     FOOTHILL SECURED CLAIM                             11
(97)     FUTURE CLAIM                                       11
(98)     HOLDER                                             12
(99)     IMPAIRED                                           12
(100)    INITIAL DISTRIBUTION DATE                          12
(101)    INITIAL STAND ALONE TRUST ASSETS                   12
(102)    INSIDER                                            12
(103)    INTERCOMPANY CLAIM                                 12
(104)    INTEREST                                           12
(105)    INTERESTED PARTY PROFESSIONALS                     12
(106)    JPMORGAN                                           13
(107)    JUNIOR NOTES                                       13
(108)    JUNIOR NOTES CLAIM                                 13
(109)    JUNIOR NOTES INDENTURE                             13
(110)    JUNIOR NOTES INDENTURE TRUSTEE                     13
(111)    LIEN                                               13
(112)    LIQUIDATION TRUST                                  13
(113)    LIQUIDATION TRUST ADVISORY COMMITTEE               13
(114)    LIQUIDATION TRUST AGREEMENT                        13
(115)    LIQUIDATION TRUSTEE                                13
(116)    LITIGATION CLAIMS                                  13
(117)    NET PROCEEDS                                       14
(118)    NEW COMMON STOCK                                   14
(119)    NEW WARRANTS                                       14
(120)    NON-DEBTOR-HELD INTEREST                           14
(121)    OAC                                                14
(122)    OAKWOOD                                            14
(123)    OFC                                                14
(124)    OFC AND OIC TAX CLAIMS                             14
(125)    OIC                                                14
(126)    OLD COMMON STOCK                                   14
(127)    OMI                                                15
(128)    OMI TRUST 1995-B                                   15
(129)    OMI TRUST 1996-A                                   15
(130)    OMI TRUST 1996-B                                   15
(131)    OMI TRUST 1996-C                                   15



                                     (iii)



                                                         
(132)    OMI TRUST 1997-A                                   15
(133)    OMI TRUST 1997-B                                   15
(134)    OMI TRUST 1997-C                                   15
(135)    OMI TRUST 1997-D                                   15
(136)    OMI TRUST 1998-A                                   16
(137)    OMI TRUST 1998-B                                   16
(138)    OMI TRUST 1998-C                                   16
(139)    OMI TRUST 1998-D                                   16
(140)    OMI TRUST 1999-A                                   16
(141)    OMI TRUST 1999-B                                   16
(142)    OMI TRUST 1999-C                                   16
(143)    OMI TRUST 1999-D                                   16
(144)    OMI TRUST 1999-E                                   16
(145)    OMI TRUST 2000-A                                   17
(146)    OMI TRUST 2000-B                                   17
(147)    OMI TRUST 2000-C                                   17
(148)    OMI TRUST 2000-D                                   17
(149)    OMI TRUST 2001-B                                   17
(150)    OMI TRUST 2001-C                                   17
(151)    OMI TRUST 2001-D                                   17
(152)    OMI TRUST 2001-E                                   17
(153)    OMI TRUST 2002-A                                   18
(154)    OMI TRUST 2002-B                                   18
(155)    OMI TRUST 2002-C                                   18
(156)    OSHC                                               18
(157)    OTHER SECURED AND SETOFF CLAIM                     18
(158)    OTHER UNSECURED CLAIMS                             18
(159)    PERSON                                             18
(160)    PETITION DATE                                      18
(161)    PLAN                                               18
(162)    PLAN SUPPLEMENT                                    18
(163)    PNC                                                18
(164)    PREPETITION LOAN AGREEMENT                         18
(165)    PRIORITY NON-TAX CLAIM                             19
(166)    PRIORITY TAX CLAIM                                 19
(167)    PROOF OF CLAIM                                     19
(168)    PURCHASE AGREEMENT                                 19
(169)    PURCHASE CONSIDERATION                             19
(170)    PURCHASED BUSINESS                                 19
(171)    QUARTERLY DISTRIBUTION DATE                        19
(172)    RATABLE, RATABLY OR RATABLE SHARE                  19
(173)    RECORD DATE                                        19
(174)    REMIC GUARANTEE CLAIMS                             19
(175)    REMIC TRUSTEE                                      19
(176)    REMIC TRUSTS                                       19
(177)    REORGANIZED SALE DEBTORS                           20
(178)    REORGANIZED SALE OKWD                              20



                                      (iv)



                                                                           
             (179)    REORGANIZED SALE DEBTORS CAPITALIZATION
                      AMOUNT                                                  20
             (180)    REORGANIZED STAND ALONE DEBTORS                         20
             (181)    REORGANIZED STAND ALONE OAKWOOD                         20
             (182)    RESECURITIZATION NOTE                                   20
             (183)    RESECURITIZATION NOTE PUT OPTION                        20
             (184)    RESECURITIZATION TRUST                                  20
             (185)    RESECURITIZATION TRUSTEE                                21
             (186)    RESIDUAL REMIC CERTIFICATES                             21
             (187)    SALE OPTION                                             21
             (188)    SCHEDULE OF ASSETS AND LIABILITIES                      21
             (189)    SECURED CLAIM                                           21
             (190)    SECURED TAX CLAIM                                       21
             (191)    SENIOR NOTES                                            21
             (192)    SENIOR NOTES CLAIM                                      21
             (193)    SENIOR NOTES INDENTURE                                  21
             (194)    SENIOR NOTES INDENTURE TRUSTEE                          21
             (195)    SERVICING AGREEMENTS                                    22
             (196)    SOLICITATION PROCEDURES ORDER                           22
             (197)    STAND ALONE OPTION                                      22
             (198)    STAND ALONE VOTING TRUST                                22
             (199)    STAND ALONE VOTING TRUST AGREEMENT                      22
             (200)    STAND ALONE VOTING TRUSTEE                              22
             (201)    STATEMENT OF FINANCIAL AFFAIRS                          22
             (202)    SUBSERVICING AGREEMENTS                                 22
             (203)    THOMAS SECURED CLAIM                                    22
             (204)    TRANSFER                                                22
             (205)    U.S. BANK SECURED CLAIM                                 22
             (206)    U.S. GOVERNMENT OBLIGATIONS                             22
             (207)    UNCLAIMED PROPERTY                                      23
             (208)    UNIMPAIRED                                              23
             (209)    UNITED STATES TRUSTEE                                   23
             (210)    UNSECURED CLAIM                                         23
             (211)    WARRANT AGREEMENT                                       23
             (212)    X REMIC CERTIFICATES                                    23
             1.2      RULES OF INTERPRETATION, COMPUTATION OF TIME
                      AND GOVERNING LAW.                                      23
                      (a)     Rules of Interpretation.                        23
                      (b)     Computation of Time.                            24
                      (c)     Governing Law.                                  24

ARTICLE II.  METHOD OF CLASSIFICATION OF CLAIMS AND
             INTERESTS AND GENERAL PROVISIONS                                 24

             2.1      GENERAL RULES OF CLASSIFICATION.                        24
             2.2      HOLDERS OF CLAIMS ENTITLED TO VOTE.                     25
             2.3      ACCEPTANCE BY IMPAIRED CLASSES.                         25
             2.4      NON-CONSENSUAL CONFIRMATION.                            25



                                      (v)



                                                                         
                2.5      ADMINISTRATIVE CLAIMS, PRIORITY TAX CLAIMS
                         AND FEE CLAIMS.                                    25
                2.6      SPECIAL PROVISION REGARDING UNIMPAIRED CLAIMS.     25
                2.7      INTENTIONALLY OMITTED.                             25
                2.8      BAR DATES FOR ADMINISTRATIVE CLAIMS.               25
                2.9      BAR DATE FOR FEE CLAIMS.                           26

ARTICLE III.    UNCLASSIFIED CLAIMS                                         26

                3.1      ADMINISTRATIVE CLAIMS.                             26
                3.2      PRIORITY TAX CLAIMS.                               27
                3.3      FEE CLAIMS.                                        27
                3.4      OFC AND OIC TAX CLAIMS.                            27

ARTICLE IV.     CLASSIFICATION, TREATMENT AND VOTING OF
                CLAIMS AND INTERESTS                                        28

                4.1      SUMMARY.                                           28
                4.2      CLASS 1 (PRIORITY NON-TAX CLAIMS).                 29
                4.3      CLASS 2A (SECURED TAX CLAIMS).                     29
                4.4      CLASS 2B (1997 BONDS SECURED CLAIMS).              30
                4.5      CLASS 2C (1998 BONDS SECURED CLAIMS).              30
                4.6      CLASS 2D (AUTO SECURED CLAIMS).                    31
                4.7      CLASS 2E (CAROLINA SECURED CLAIMS).                31
                4.8      CLASS 2F (FIRST AMERICAN SECURED CLAIMS).          32
                4.9      CLASS 2G (FOOTHILL SECURED CLAIMS).                32
                4.10     INTENTIONALLY OMITTED.                             33
                4.11     INTENTIONALLY OMITTED.                             33
                4.12     CLASS 2J (THOMAS SECURED CLAIMS).                  33
                4.13     CLASS 2K (U.S. BANK SECURED CLAIMS).               34
                4.14     CLASS 2L (OTHER SECURED AND SETOFF CLAIMS).        34
                4.15     CLASS 3 (CONVENIENCE CLAIMS).                      35
                4.16     CLASS 4A (SENIOR NOTES CLAIMS).                    36
                4.17     CLASS 4B (JUNIOR NOTES CLAIMS).                    36
                4.18     CLASS 4C (REMIC GUARANTEE CLAIMS).                 36
                4.19     CLASS 4D (LITIGATION CLAIMS).                      37
                4.20     CLASS 4E (OTHER UNSECURED CLAIMS).                 37
                4.21     INTENTIONALLY OMITTED.                             38
                4.22     CLASS 6A (NON-DEBTOR-HELD INTERESTS).              38
                4.23     INTENTIONALLY OMITTED.                             38

ARTICLE V.      CONDITIONS PRECEDENT                                        38

                5.1      CONDITIONS TO CONFIRMATION.                        38
                         (a)     Under the Sale Option.                     38
                         (b)     Under the Stand Alone Option.              41
                5.2      CONDITIONS TO CONSUMMATION.                        42
                         (a)     Under the Sale Option.                     42
                         (b)     Under the Stand Alone Option.              43
                5.3      WAIVER OF CONDITIONS.                              44



                                      (vi)



                                                                                    
                5.4      EFFECT OF NONOCCURRENCE OF THE CONDITIONS TO
                         CONSUMMATION.                                                 44

ARTICLE VI.     IMPLEMENTATION                                                         44

                6.1      PLAN IMPLEMENTATION UNDER THE SALE OPTION.                    45
                         (a)     Consummation of Sale Transaction.                     45
                         (b)     Authorization of the Sale Transaction.                45
                         (c)     Revesting and Transfer of Assets.                     45
                         (d)     Merger of Debtors and Vesting of Assets in
                                 Reorganized Sale Debtors.                             46
                         (e)     Treatment of Old Common Stock, Interests and
                                 Beneficial Interest in the Liquidation Trust.         46
                         (f)     Considerations Regarding the Additional Debtors.      46
                         (g)     Distributions of Cash.                                47
                6.2      PLAN IMPLEMENTATION UNDER THE STAND ALONE OPTION.             47
                         (a)     Vesting of Assets.                                    47
                         (b)     Amended and Restated Certificates of
                                 Incorporation.                                        47
                         (c)     Amended and Restated Bylaws.                          48
                         (d)     New Securities.                                       48
                         (e)     Directors.                                            48
                         (f)     Officers.                                             49
                         (g)     Employment Contracts and Professional Retentions.     49
                         (h)     Corporate Action and Other Documents and Actions.     49
                         (i)     Approval of the Exit Facility.                        49
                         (j)     Distributions of Cash.                                50
                         (k)     Distributions of Proceeds from the
                                 Liquidation Trust.                                    50
                6.3      PROVISIONS CONCERNING PLAN IMPLEMENTATION
                         UNDER BOTH THE SALE OPTION  AND THE STAND
                         ALONE OPTION.                                                 50
                         (a)     Substantive Consolidation.                            50
                         (b)     Creation of the Liquidation Trust.                    51
                         (c)     Federal Income Tax Treatment of the Trust
                                 for the Liquidation Trust Assets.                     52
                         (d)     Appointment of Liquidation Trustee                    54
                         (e)     The Liquidation Trust Advisory Committee.             54
                         (f)     Causes of Actions and Defenses.                       55
                         (g)     Termination of the Final DIP Agreement.               56
                         (h)     Dissolution of the Creditors' Committee.              56

ARTICLE VII.    EFFECTS OF PLAN CONFIRMATION                                           56



                                     (vii)



                                                                                    
                7.1      DISCHARGE.                                                    56
                7.2      RETENTION OF CAUSES OF ACTION/RESERVATION OF RIGHTS.          57
                7.3      POST-CONSUMMATION EFFECT OF EVIDENCE OF
                         CLAIMS OR INTERESTS.                                          57
                7.4      TREATMENT OF FUTURE CLAIMS.                                   58
                7.5      LIMITED RELEASES BY DEBTORS.                                  58
                7.6      TERM OF INJUNCTIONS OR STAYS.                                 59
                7.7      EXCULPATION.                                                  59
                7.8      INJUNCTION.                                                   59
                7.9      WAIVER OF CERTAIN CLAIMS.                                     60
                7.10     INTENTIONALLY OMITTED.                                        61
                7.11     RELEASE OF LIENS AND PERFECTION OF LIENS.                     61
                7.12     INSURANCE PRESERVATION.                                       62

ARTICLE VIII.   GENERAL PROVISIONS REGARDING
                TREATMENT OF CLAIMS AND INTERESTS AND
                DISTRIBUTIONS UNDER THE PLAN                                           62

                8.1      SPECIAL CONSIDERATIONS FOR DISTRIBUTIONS TO
                         CLASSES 4A, 4B AND 4C.                                        62
                8.2      DISPUTED CLAIM RESERVES AND STAND ALONE VOTING TRUST.         63
                         (a)     Establishment of Disputed Claim Reserves
                                 for Cash Distributions.                               63
                         (b)     Establishment of the Stand Alone Voting
                                 Trust for New Common Stock and New
                                 Warrant Distribution.                                 63
                         (c)     Amounts to Be Reserved.                               63
                         (d)     Distribution.                                         64
                         (e)     Termination of Disputed Claim Reserve or
                                 Stand Alone Voting Trust.                             64
                         (f)     Limitation of Liability for Funding the
                                 Disputed Claim Reserve.                               64
                8.3      TRANSMITTAL OF DISTRIBUTIONS AND NOTICES.                     65
                8.4      UNCLAIMED DISTRIBUTIONS.                                      65
                8.5      SETOFFS.                                                      65
                8.6      WITHHOLDING TAXES AND EXPENSES OF DISTRIBUTION.               65
                8.7      ALLOCATION OF PLAN DISTRIBUTIONS BETWEEN
                         PRINCIPAL AND INTEREST.                                       66
                8.8      DISPUTED IDENTITY OF HOLDER.                                  66
                8.9      TRANSFERS OF CLAIMS.                                          66
                8.10     METHOD OF CASH DISTRIBUTIONS.                                 67
                8.11     DE MINIMIS DISTRIBUTIONS.                                     67
                8.12     NO DISTRIBUTION IN EXCESS OF ALLOWED AMOUNT OF CLAIM.         67
                8.13     EXEMPTION FROM CERTAIN TRANSFER TAXES.                        67



                                     (viii)



                                                                                    
ARTICLE IX.     EXECUTORY CONTRACTS AND UNEXPIRED LEASES                               68

                9.1      ASSUMPTION OR REJECTION OF EXECUTORY
                         CONTRACTS AND UNEXPIRED LEASES.                               68
                9.2      BAR DATE FOR REJECTION DAMAGES.                               69
                9.3      PROCEDURES FOR THE DETERMINATION OF CURE AMOUNTS.             69

ARTICLE X.      DISPUTED, CONTINGENT AND UNLIQUIDATED CLAIMS AND INTERESTS             70

                10.1     OBJECTIONS TO CLAIMS AND INTERESTS.                           70
                10.2     ESTIMATION OF CLAIMS OR INTERESTS.                            70
                10.3     AMENDMENTS TO CLAIMS OR INTERESTS.                            71
                10.4     AUTHORITY TO SETTLE DISPUTED CLAIMS OR INTERESTS.             71
                10.5     NO RECOURSE.                                                  71

ARTICLE XI.     ADMINISTRATIVE PROVISIONS                                              72

                11.1     RETENTION OF JURISDICTION.                                    72
                11.2     INTENTIONALLY OMITTED.                                        74
                11.3     AMENDMENTS.                                                   74
                         (a)     Preconfirmation Amendment.                            74
                         (b)     Postconfirmation/Preconsummation
                                 Amendment Not Requiring Resolicitation.               75
                         (c)     Postconfirmation/Preconsummation
                                 Amendment Requiring Resolicitation.                   75
                11.4     SEVERABILITY OF PLAN PROVISIONS.                              75
                11.5     SUCCESSORS AND ASSIGNS.                                       75
                11.6     EFFECTUATING DOCUMENTS AND FURTHER TRANSACTIONS.              76
                11.7     PLAN SUPPLEMENT.                                              76
                11.8     CONFIRMATION ORDER AND PLAN CONTROL.                          76
                11.9     PAYMENT OF STATUTORY FEES.                                    76
                11.10    WITHDRAWAL OF PLAN.                                           76
                11.11    PAYMENT DATES.                                                77
                11.12    NOTICES.                                                      77
                11.13    NO ADMISSIONS.                                                78

ARTICLE XII.    CONFIRMATION REQUEST                                                   79



                                      (ix)



                                  INTRODUCTION

                  The Chapter 11 Cases of Oakwood Homes Corporation, Oakwood
Mobile Homes, Inc., Oakwood Acceptance Corporation, LLC, HBOS Manufacturing, LP,
Suburban Home Sales, Inc., FSI Financial Services, Inc., Home Service Contract,
Inc., Tri-State Insurance Agency, Inc., New Dimension Homes, Inc., Dreamstreet
Company, LLC, Golden West Leasing, LLC, Crest Capital, LLC, Oakwood Shared
Services, LLC, Preferred Housing Services, LP, Oakwood MHD4, LLC, Oakwood
Financial Corporation, Oakwood Investment Corporation and Oakwood Servicing
Holdings Co., LLC, have been consolidated for procedural purposes only and are
being jointly administered pursuant to an order of the Bankruptcy Court. The
Plan is proposed by the Debtors. Reference is made to the Disclosure Statement
for a discussion of, among other things, the Debtors' history, businesses,
historical financial information and properties, and for a summary of the Plan.
All creditors entitled to vote on the Plan should review the Disclosure
Statement and the terms of the Plan before voting to accept or reject the Plan.
In addition, there are other agreements and documents which have been or will be
filed as the Plan Supplement which are referenced in the Plan and/or the
Disclosure Statement and will be available for review. No solicitation
materials, other than the Disclosure Statement and related materials transmitted
therewith and approved by the Bankruptcy Court, have been authorized by the
Bankruptcy Court for use in soliciting acceptances or rejections of the Plan.

                                   ARTICLE I.

                      DEFINITIONS, RULES OF INTERPRETATION,
                      COMPUTATION OF TIME AND GOVERNING LAW

         1.1      DEFINITIONS.

                  The capitalized terms set forth below shall have the following
meanings:

                  (1)      1997 BONDS SECURED CLAIM means that portion of the
Claim of Wells Fargo Bank, N.A. arising under loan agreements with Elkhart
County, Indiana respecting certain variable rate demand economic development
bonds, but only to the extent that it is a Secured Claim secured by a Letter of
Credit Mortgage on Debtor HBOS Manufacturing, LP's plant in Elkhart County,
Indiana.

                  (2)      1997-A GUARANTEE means the Limited Guarantee by
Oakwood, dated February 1, 1997, of the B-Piece REMIC Certificates issued by OMI
Trust 1997-A.

                  (3)      1997-B GUARANTEE means the Limited Guarantee by
Oakwood, dated May 1, 1997, of the B-Piece REMIC Certificates issued by OMI
Trust 1997-B.

                  (4)      1997-C GUARANTEE means the Limited Guarantee by
Oakwood, dated August 1, 1997, of the B-Piece REMIC Certificates issued by OMI
Trust 1997-C.

                  (5)      1997-D GUARANTEE means the Limited Guarantee by
Oakwood, dated November 1, 1997, of the B-Piece REMIC Certificates issued by OMI
Trust 1997-D.

                                       1



                  (6)      1998 BONDS SECURED CLAIM means that portion of the
Claim of Wells Fargo Bank, N.A. arising under loan agreements with Kosciusko
County, Indiana respecting certain variable rate demand economic development
bonds, but only to the extent that it is a Secured Claim secured by a Letter of
Credit and Mortgage on Debtor HBOS Manufacturing, LP's plant in Kosciusko
County, Indiana.

                  (7)      1998-B GUARANTEE means the Limited Guarantee by
Oakwood, dated May 1, 1998, of the B-Piece REMIC Certificates issued by OMI
Trust 1998-B.

                  (8)      1998-C GUARANTEE means the Guarantee by Oakwood,
dated August 10, 2001, of the B-Piece REMIC Certificates issued by OMI Trust
1998-C.

                  (9)      1998-D GUARANTEE means the Limited Guarantee by
Oakwood, dated October 1, 1998, of the B-Piece REMIC Certificates issued by OMI
Trust 1998-D.

                  (10)     1999-A GUARANTEE means the Limited Guarantee by
Oakwood, dated January 1, 1999, of the B-Piece REMIC Certificates issued by OMI
Trust 1999-A.

                  (11)     1999-B GUARANTEE means the Limited Guarantee by
Oakwood, dated April 1, 1999, of the B-Piece REMIC Certificates issued by OMI
Trust 1999-B.

                  (12)     1999-C LIMITED GUARANTEE means the Limited Guarantee
by Oakwood, dated June 1, 1999, of the B-Piece REMIC Certificates issued by OMI
Trust 1999-C.

                  (13)     1999-C GUARANTEE means the Guarantee by Oakwood,
dated August 10, 2001, of the B-Piece REMIC Certificates issued by OMI Trust
1999-C.

                  (14)     1999-D GUARANTEE means the Guarantee by Oakwood,
dated August 10, 2001, of the B-Piece REMIC Certificates issued by OMI Trust
1999-D.

                  (15)     1999-E GUARANTEE means the Guarantee by Oakwood,
dated August 10, 2001, of the B-Piece REMIC Certificates issued by OMI Trust
1999-E.

                  (16)     2000-A GUARANTEE means the Guarantee by Oakwood,
dated August 10, 2001, of the B-Piece REMIC Certificates issued by OMI Trust
2000-A.

                  (17)     2000-B GUARANTEE means the Guarantee by Oakwood,
dated August 10, 2001, of the B-Piece REMIC Certificates issued by OMI Trust
2000-B.

                  (18)     2001-B GUARANTEE means the Guarantee by Oakwood,
dated August 10, 2001, of the B-Piece REMIC Certificates issued by OMI Trust
2001-B.

                  (19)     2001-C GUARANTEE means the Guarantee by Oakwood,
dated August 10, 2001, of the B-Piece REMIC Certificates issued by OMI Trust
2001-C.

                  (20)     2001-D GUARANTEE means the Guarantee by Oakwood,
dated January 10, 2002, of the B-Piece REMIC Certificates issued by OMI Trust
2001-D.

                                       2



                  (21)     2001-E GUARANTEE means the Guarantee by Oakwood,
dated November 1, 2001, of the B-Piece REMIC Certificates issued by OMI Trust
2001-E.

                  (22)     2002-A GUARANTEE means the Guarantee by Oakwood,
dated February 1, 2002, of the B-Piece REMIC Certificates issued by OMI Trust
2002-A.

                  (23)     2002-B GUARANTEE means the Guarantee by Oakwood,
dated May 1, 2002, of the B-Piece REMIC Certificates issued by OMI Trust 2002-B.

                  (24)     ADMINISTRATIVE CLAIM means: (a) a DIP Claim; (b) a
Claim, other than a Fee Claim, for payment of costs or expenses of
administration specified in sections 503(b) and 507(a)(1) of the Bankruptcy
Code, including, without limitation (i) the actual, necessary costs and expenses
incurred after the Petition Date for preserving the Estates and operating the
businesses of the Debtors (such as wages, salaries or commissions for services
rendered) and (ii) all fees and charges assessed against the Estates pursuant to
section 1930 of title 28 of the United States Code; (c) cure costs associated
with the assumption or assumption and assignment of executory contracts and
unexpired leases pursuant to section 365 of the Bankruptcy Code; or (d) any
Claim based upon a seller's common law right to reclaim goods as used in section
546(c) of the Bankruptcy Code pursuant to the Bankruptcy Court's Order
Establishing Procedures With Respect To Reclamation Claims (D.I. 36) entered on
November 19, 2002 (y) that has been granted priority under section 546(c)(2)(A)
of the Bankruptcy Code or (z) which the Debtors, in their reasonable discretion,
elect to treat as though such priority has been granted. Notwithstanding the
foregoing, Administrative Claims shall not include any Intercompany Claims.

                  (25)     ADMINISTRATIVE CLAIM BAR DATE ORDER means the
Bankruptcy Court's order (D.I. 2148) which established the bar date for the
filing of certain Administrative Claims arising between the Petition Date and
September 30, 2003.

                  (26)     AFFILIATE DEBTOR(s) means, in the singular or plural
form, the following debtors and debtors-in-possession under the Bankruptcy Code
in Chapter 11 Case Nos. 02-13390 through 02-13395, 02-13397 through 02-13404 and
04-10743 through 04-10747, pending in the Bankruptcy Court: Oakwood Mobile
Homes, Inc., Oakwood Acceptance Corporation, LLC, HBOS Manufacturing, LP,
Suburban Home Sales, Inc., FSI Financial Services, Inc., Home Service Contract,
Inc., Tri-State Insurance Agency, Inc., New Dimension Homes, Inc., Dreamstreet
Company, LLC, Golden West Leasing, LLC, Crest Capital, LLC, Oakwood Shared
Services, LLC, Preferred Housing Services, LP, Oakwood MHD4, LLC, Oakwood
Financial Corporation, Oakwood Investment Corporation and Oakwood Servicing
Holdings Co., LLC.

                  (27)     ALLOWED CLAIM OR INTEREST means a Claim or Interest
to the extent (a) such Claim or Interest is scheduled by a Debtor pursuant to
the Bankruptcy Code and Bankruptcy Rules in a liquidated amount and not listed
as contingent, unliquidated, zero, undetermined or disputed; or (b) a proof of
such Claim has been timely filed, or deemed timely filed with the Bankruptcy
Court pursuant to the Bankruptcy Code, the Bankruptcy Rules and/or any
applicable Final Orders of the Bankruptcy Court, or late filed with leave of the
Bankruptcy Court, and either (i) is not objected to within the period fixed by
the Bankruptcy Code, the Bankruptcy Rules and/or applicable orders of the
Bankruptcy Court or (ii) has otherwise been

                                       3



allowed by a Final Order. An Allowed Claim or Allowed Interest: (y) includes a
previously Disputed Claim or Interest to the extent such Disputed Claim or
Interest becomes allowed when the context so requires; and (z) shall be net of
any valid setoff or recoupment amount based on a valid offset or recoupment
right. Unless otherwise expressly provided herein, in the Confirmation Order or
in another Final Order of the Bankruptcy Court, the term "Allowed Claim" or
"Allowed Interest" shall not, for the purposes of computation of distributions
under the Plan, include (i) any non-compensatory penalties, fines, punitive
damages, exemplary damages, multiple damages, treble damages or any other claims
or obligations that do not compensate for actual losses incurred or (ii) any
other amounts not allowable under the Bankruptcy Code or applicable law.

                  (28)     ALLOWED [CLASS DESIGNATION] CLAIM OR INTEREST means
an Allowed Claim or Allowed Interest in the specified Class. For example, an
Allowed Convenience Claim is an Allowed Claim in the Class designated herein as
Class 3.

                  (29)     AMENDED AND RESTATED BYLAWS mean the Reorganized
Stand Alone Debtors' bylaws which shall be substantially in the form set forth
in the Plan Supplement.

                  (30)     AMENDED AND RESTATED CERTIFICATES OF INCORPORATION
means the Reorganized Stand Alone Debtors' certificates of incorporation, LLC
agreements or similar organizational documents in effect under the laws of the
appropriate states, as amended by the Plan, which shall be substantially in the
form set forth in the Plan Supplement.

                  (31)     APPROVAL HEARING means the Approval Hearing as set
forth in the Bid Procedures Order.

                  (32)     ASSETS means all assets and properties of every kind,
nature, character and description (whether real, personal or mixed, whether
tangible or intangible (including contract rights), wherever situated and by
whomever possessed), including the goodwill related thereto, operated, owned or
leased by the Debtors that constitute property of the Estates within the purview
of section 541 of the Bankruptcy Code, including without limitation, any and all
claims, causes of action or rights of the Debtors under federal, state or
foreign law, letters of credit issued for or on behalf of the Debtors and the
proceeds thereof and monies deposited to secure the performance of any contract
or lease by the Debtors or any affiliate thereof.

                  (33)     AUTO SECURED CLAIM means that portion of the Claim of
Citizens Federal S&L and other lenders, but only to the extent that it is a
Secured Claim secured by eight (8) automobiles owned by Debtor Suburban Home
Sales, Inc.

                  (34)     AVOIDANCE ACTIONS mean any claims, rights, defenses
or other causes of action arising under any section of chapter 5 of the
Bankruptcy Code, including, without limitation, sections 502, 510, 541, 542,
543, 544, 545, 547, 548, 549, 550, 551 and 553 of the Bankruptcy Code or under
similar or related state or federal statues and common law, including state
fraudulent transfer laws, whether or not litigation has been commenced as of the
Confirmation Date to prosecute such actions.

                  (35)     B-2 REMIC GUARANTEES means collectively, the 1997-A
Guarantee, the 1997-B Guarantee, the 1997-C Guarantee, the 1997-D Guarantee, the
1998-B Guarantee, the

                                       4



1998-C Guarantee, the 1998-D Guarantee, the 1999-A Guarantee, the 1999-B
Guarantee, the 1999-C Limited Guarantee, the 1999-C Guarantee, the 1999-D
Guarantee, the 1999-E Guarantee, the 2000-A Guarantee, the 2000-B Guarantee, the
2001-B Guarantee, the 2001-C Guarantee, the 2001-D Guarantee, the 2001-E
Guarantee, the 2002-A Guarantee and the 2002-B Guarantee.

                  (36)     B-PIECE REMIC CERTIFICATES means the B-2 certificates
issued by the REMIC Trusts.

                  (37)     BALLOT means the ballot distributed to each eligible
Holder of a Claim or Interest by the Balloting Agent, on which ballot such
Holder may, among other things, vote for or against the Plan.

                  (38)     BALLOT DEADLINE means the date and time set by the
Bankruptcy Court by which the Balloting Agent must receive all Ballots.

                  (39)     BALLOTING AGENT means the entity designated by the
Bankruptcy Court to distribute, collect and tabulate Ballots from Holders, or
any successor Claims Agent. Initially, the Balloting Agent is BSI.

                  (40)     BANKRUPTCY CODE means title 11 of the United States
Code, as now in effect or hereafter amended.

                  (41)     BANKRUPTCY COURT means the United States Bankruptcy
Court for the District of Delaware, having jurisdiction over the Chapter 11
Cases and, to the extent of any withdrawal of the reference made pursuant to
section 157 of title 28 of the United States Code, the United States District
Court for the District of Delaware.

                  (42)     BANKRUPTCY RULES means the Federal Rules of
Bankruptcy Procedure and the local rules and general orders of the Bankruptcy
Court, as now in effect or hereafter amended.

                  (43)     BAR DATE ORDER means the Bankruptcy Court's Order
Establishing Bar Dates for Filing Proofs of Claim and Approving Form and Manner
of Notice Thereof (D.I. 370), dated January 7, 2003 which established the bar
date for the filing of proofs of Unsecured Claims as March 27, 2003.

                  (44)     BERKSHIRE means Berkshire Hathaway Inc., a
corporation incorporated under the laws of Delaware.

                  (45)     BID PROCEDURES ORDER means the Order Under 11 U.S.C.
Sections 105(a) and 363 and Fed. R. Bankr. P. 2002 and 6004 Approving Bidding
Procedures, Break-Up Fee, Performance of Pre-Closing Obligations, and Form and
Manner of Notice Thereof with Respect to Proposed Sale Pursuant to Plan of
Reorganization (D.I. 2652).

                  (46)     BSI means Bankruptcy Services LLC.

                                       5



                  (47)     BUSINESS DAY means any day except a Saturday, Sunday
or "legal holiday" as such term is defined in Bankruptcy Rule 9006(a).

                  (48)     BUYER means Clayton Homes, Inc. or its designee or
its designees, as set forth in the Purchase Agreement.

                  (49)     CAROLINA SECURED CLAIM means that portion of the
Claim of Carolina First Bank arising under a note dated December 27, 2001, but
only to the extent that it is a Secured Claim secured by land owned by Debtor
Oakwood Mobile Homes, Inc. and located at 3200 Earle E. Morris, Jr. Hwy,
Piedmont, South Carolina.

                  (50)     CASH means cash and Cash Equivalents, including but
not limited to bank deposits, checks, treasury notes and other marketable
securities.

                  (51)     CASH EQUIVALENTS means equivalents of cash in the
form of readily marketable securities or instruments issued by a person other
than the Debtors or Reorganized Sale Debtors, including, without limitation,
U.S. Government Obligations, commercial paper of domestic corporations carrying
a Moody's Rating of "A" or better, or equivalent rating of any other nationally
recognized rating service, or interest-bearing certificates of deposit or
similar obligations of domestic banks or other financial institutions having a
shareholders' equity or equivalent capital of not less than Two Hundred Million
U.S. Dollars ($200,000,000.00), having maturities of no more than one (1) year,
at the then best generally available rates of interest for like amounts and like
periods.

                  (52)     CAUSES OF ACTION mean any and all claims, rights,
defenses, offsets, recoupments, actions in law or equity or otherwise, causes of
action, choses in action, suits, damages, rights to legal or equitable remedies,
judgments, third-party claims, counterclaims and cross-claims, including, but
not limited, to: all Avoidance Actions and all other claims in avoidance,
recovery, subordination or other actions against any Persons, including, but not
limited to, those actions described in the Disclosure Statement as amended, the
Schedules of Assets and Liabilities as amended from time to time, the Statement
of Financial Affairs as amended from time to time and the Plan as amended,
whether arising under the Bankruptcy Code or federal, state, or common law, but
regardless of whether any of the foregoing matters are subject to pending
litigation or proceedings at the Confirmation Date or brought after that date;
provided, however, that under the Sale Option, Causes of Action do not include
those claims, rights, defenses, offsets, recoupments, actions in equity or other
causes of action that are transferred to the Buyer pursuant to the Purchase
Agreement.

                  (53)     CHAPTER 11 CASE means the chapter 11 case of each
Debtor pending before the Bankruptcy Court.

                  (54)     CLAIM means any claim, as such term is defined in
section 101(5) of the Bankruptcy Code, including but not limited to any
liability, Interest, Lien, encumbrance or any other "debt" (as that term is
defined in section 101(12) of the Bankruptcy Code), from or against the Debtors,
their Estates, whether reduced to judgment or not, liquidated or unliquidated,
contingent or noncontingent, asserted or unasserted, fixed or not, matured or
unmatured, disputed or undisputed, legal or equitable, known or unknown, or
arising from any agreement of the

                                       6



Debtors entered into or obligation of any kind of the Debtors incurred before
the Effective Date, or from any conduct of the Debtors occurring prior to the
Effective Date or that otherwise arose before the Effective Date (including,
without limitation, all interest, if any, on any such debts, whether such
interest accrued before or after the date of commencement of the applicable
Chapter 11 Case).

                  (55)     CLAIMS AGENT means the entity designated by the
Bankruptcy Court to act as the claims agent in the Chapter 11 Cases, or any
successor claims agent. As of the date of the Plan, the Claims Agent is BSI.

                  (56)     CLAIMS/INTERESTS OBJECTION DEADLINE means the last
day for filing objections to Claims, including but not limited to Administrative
Claims, and Interests as provided in Article X of the Plan.

                  (57)     CLASS means a group of Claims or Interests described
in Articles III and IV of the Plan.

                  (58)     CONFIRMATION DATE means the date the Bankruptcy Court
enters the Confirmation Order on its docket.

                  (59)     CONFIRMATION HEARING means the hearing or hearings
pursuant to which the Bankruptcy Court considers the confirmation of this Plan.

                  (60)     CONFIRMATION ORDER means the order of the Bankruptcy
Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code.

                  (61)     CONVENIENCE CLAIM means the Claims of a Holder of one
or more Allowed Unsecured Claims that, pursuant to section 1122(b) of the
Bankruptcy Code, otherwise would be Allowed Other Unsecured Claims that have
aggregate Face Amounts of: (i) $5,000.00 or less unless the Holder has properly
made the Convenience Class Opt-Out Election on a Ballot properly cast by the
Ballot Deadline to opt out of Class 3; or (ii) more than $5,000.00 if the Holder
has properly made the Convenience Class Opt-In Election on a Ballot properly
cast by the Ballot Deadline to opt into Class 3.

                  (62)     CONVENIENCE CLASS ELECTION means a Convenience Class
Opt-In Election and/or a Convenience Class Opt-Out Election.

                  (63)     CONVENIENCE CLASS OPT-IN ELECTION means the election
available to a Holder of one or more Allowed Other Unsecured Claims with
aggregate Face Amounts in excess of $5,000.00 to opt into Class 3 and have such
Claim(s) treated as a Convenience Claim; provided, however, that the Holder of
Such Allowed Other Unsecured Claim(s) has agreed to reduce the Face Amount of
such Claim(s) for purposes of voting and distributions under the Plan to a
single Claim in an amount equal to or less than $5,000.00.

                  (64)     CONVENIENCE CLASS OPT-OUT ELECTION means the election
available to a Holder of one or more Allowed Unsecured Claims that, pursuant to
section 1122(b) of the Bankruptcy Code, otherwise would be a Convenience Claim
that has an aggregate Face Amount

                                       7



of $5,000.00 or less to opt out of Class 3 and have such Claim treated as an
Other Unsecured Claim.

                  (65)     CREDITORS' COMMITTEE means the Official Committee of
Unsecured Creditors in the Chapter 11 Cases, as appointed by the United States
Trustee and reconstituted from time to time.

                  (66)     DEBTOR-HELD INTEREST means an Interest in Oakwood or
an Affiliate Debtor when the Holder is another Debtor.

                  (67)     DEBTOR(s) mean, in the singular form, Oakwood or any
one of the Affiliate Debtors and, in the plural form, all of Oakwood and the
Affiliate Debtors.

                  (68)     DIP CLAIM means a Claim of a DIP Lender arising under
the Final DIP Agreement and the Final DIP Order.

                  (69)     DIP LENDERS collectively means Greenwich Capital
Financial Products, Inc. and the other financial institutions (including
Berkshire or one of its designees or affiliates) lending under the Final DIP
Agreement.

                  (70)     DISALLOWED means a Claim or Interest or any portion
thereof that (a) has been disallowed by a Final Order, (b) is scheduled at zero
or as contingent, disputed or unliquidated and as to which no Proof of Claim has
been timely filed pursuant to the Bar Date Order or deemed timely filed with the
Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order or
(c) is not scheduled by the Debtors in the Schedules of Assets and Liabilities
and as to which (i) no Proof of Claim has been timely filed pursuant to the Bar
Date Order or deemed timely filed with the Bankruptcy Court pursuant to either
the Bankruptcy Code or any Final Order, or (ii) no request for payment of an
Administrative Claim or Fee Claim has been timely filed by the applicable
deadline pursuant to Sections 2.8 and 2.9 of the Plan or deemed timely filed
with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final
Order.

                  (71)     DISCLOSURE STATEMENT means the disclosure statement
that relates to this Plan that was approved by the Bankruptcy Court (D.I. 2050),
as such Disclosure Statement may be amended, modified, or supplemented,
including the supplemental disclosure statement (D.I. 3538) approved by the
Bankruptcy Court by the Disclosure Statement Order pursuant to section 1125 of
the Bankruptcy Code (and all exhibits and schedules annexed thereto or referred
to therein).

                  (72)     DISCLOSURE STATEMENT ORDER means the order of the
Bankruptcy Court approving the Disclosure Statement, as supplemented, as
containing adequate information pursuant to section 1125 of the Bankruptcy Code
(D.I. 3543).

                  (73)     DISPUTED AMOUNT means an amount equal to the total of
that portion (including, when appropriate, the whole) of a Claim or Interest
that is a Disputed Claim or Interest, including that portion of the Face Amount
of a Disputed Claim or Interest which is not an Allowed Claim or Interest or a
Disallowed Claim or Interest.

                                       8



                  (74)     DISPUTED CLAIM OR INTEREST means that portion
(including, when appropriate, the whole) of a Claim or Interest that is not an
Allowed Claim or Interest or Disallowed Claim or Interest and (i) to which an
objection has been timely filed or (ii) before the time that an objection has
been or may be filed if: (a) the amount or classification of the Claim or
Interest specified in the relevant proof of Claim or Interest exceeds the amount
or is different from the classification of any corresponding Claim or Interest
scheduled by the relevant Debtor in its Schedules of Assets and Liabilities; (b)
any corresponding Claim or Interest scheduled by the relevant Debtor has been
scheduled as disputed, contingent or unliquidated; or (c) no corresponding Claim
or Interest has been scheduled by the relevant Debtor in its Schedules of Assets
and Liabilities.

                  (75)     DISPUTED CLAIMS RESERVE shall have the meaning
ascribed to it in Section 6.3(c)(ii) of the Plan.

                  (76)     DISTRIBUTION ADDRESS means (a) the address indicated
on any notice of appearance filed by a Person or his authorized agent prior to
the Effective Date, (b) if no notice of appearance has been filed, then the
address indicated on a properly filed Proof of Claim or, absent such a Proof of
Claim, the address set forth in the relevant Schedule of Assets and Liabilities
for that Person or register maintained for registered securities, or (c) for
REMIC Guarantee Claims, the address set forth in Section 8.3 of the Plan.

                  (77)     DISTRIBUTION DATE means (i) initially, the Initial
Distribution Date, and (ii) subsequently, the Quarterly Distribution Dates or
such other dates as the Liquidation Trust may establish from time to time to
make any distribution.

                  (78)     EFFECTIVE DATE means: (a) if no stay of the
Confirmation Order is in effect, the first Business Day after the date all of
the conditions set forth in the Plan have been satisfied or waived as set forth
in the Plan, or such later date as may reasonably be agreed to by the Debtors,
the Creditors' Committee and the Buyer (under the Sale Option) or Berkshire
(under the Stand Alone Option); or (b) if a stay of the Confirmation Order is in
effect, on the first Business Day (or such later date as may reasonably be
agreed by the Debtors, the Creditors' Committee and the Buyer (under the Sale
Option) or Berkshire (under the Stand Alone Option)) after the later of: (i) the
date such stay is vacated; and (ii) the date each condition set forth in the
Plan has been satisfied or waived as set forth in the Plan.

                  (79)     ESTATE means the relevant estate created in each of
the Chapter 11 Cases pursuant to section 541 of the Bankruptcy Code, both
individually and collectively, including the consolidated Estates of the Debtors
pursuant to the Plan and the Confirmation Order.

                  (80)     ESTIMATION ORDER means a Final Order of the
Bankruptcy Court, pursuant to Rule 3018 of the Bankruptcy Rules, which may be
the Confirmation Order, estimating for voting, distribution or any other proper
purposes under the Bankruptcy Code (under section 502(c) of the Bankruptcy Code)
the aggregate (and if applicable, individual) Face Amount of Disputed Claims,
whether classified or unclassified under this Plan.

                                       9



                  (81)     EXCLUDED ASSETS mean those Assets that, under the
Sale Option, will not be Transferred to the Buyer on the Effective Date, as
provided in the Purchase Agreement. For the avoidance of doubt, the Causes of
Action are Excluded Assets.

                  (82)     EXCLUDED SALE DEBTOR ASSETS mean the following
Excluded Assets: (a) all policies of insurance held by the Debtors and their
non-debtor affiliates; and (b) all Excluded Assets owned by OFC and OIC.

                  (83)     EXCLUDED SALE TRUST ASSETS mean all Excluded Assets
other than the Excluded Sale Debtor Assets.

                  (84)     EXECUTORY CONTRACT SCHEDULE means the schedule of
executory contracts and unexpired leases designated by the Debtors for
assumption, under the Sale Option, or rejection, under the Stand Alone Option,
as of the Effective Date of the Plan, pursuant to sections 365 and 1123(b)(2) of
the Bankruptcy Code and Section 9.1 of this Plan, which shall be in
substantially the form contained in the Plan Supplement.

                  (85)     EXIT FACILITY means the financing or financings
obtained by the Debtors pursuant to the Exit Facility Agreement under the Stand
Alone Option.

                  (86)     EXIT FACILITY AGREEMENT means, under the Stand Alone
Option, that certain financing agreement obtained by the Debtors which is
substantially in the form set forth in the Plan Supplement.

                  (87)     EXIT FACILITY LENDER means the lender or lenders
providing the Exit Facility under the Stand Alone Option.

                  (88)     FACE AMOUNT means: (a) with respect to any Claim for
which a Proof of Claim is filed, an amount equal to: (i) the liquidated amount,
if any, set forth therein; or (ii) any other amount set forth in an Estimation
Order or order allowing such a Claim; or (b) with respect to any Claim scheduled
in the relevant Debtor's Schedules of Assets and Liabilities, but for which no
Proof of Claim is timely filed, the amount of the Claim scheduled as undisputed,
noncontingent and liquidated.

                  (89)     FEE CLAIM means: (a) a Claim of a professional person
retained by order of the Bankruptcy Court for compensation and/or reimbursement
of expenses pursuant to section 327, 328, 330 or 331 of the Bankruptcy Code in
connection with the Chapter 11 Cases or (b) a Claim of any professional or other
party-in-interest seeking compensation or reimbursement of expenses in
connection with the Chapter 11 Cases pursuant to sections 503(b)(3), 503(b)(4),
503(b)(5) or 503(b)(6) of the Bankruptcy Code.

                  (90)     FEE ORDER means the Bankruptcy Court's Administrative
Order, Pursuant To Sections 331 And 105 Of The Bankruptcy Code, Establishing
Procedures For Interim Compensation And Reimbursement Of Expenses Of
Professionals [D.I. 60] dated December 18, 2002 (D.I. 277), in the Chapter 11
Cases, as may have been amended or supplemented from time to time.

                                       10



                  (91)     FINAL DIP AGREEMENT means the Amended and Restated
Debtor-In-Possession Financing And Security Agreement, dated as of December 31,
2003, by and among the Debtors and Greenwich Capital Financial Products, Inc.,
as agent, and all other supporting and related agreements and documents, as
amended, whenever finalized and signed, as authorized by the Final DIP Order.

                  (92)     FINAL DIP ORDER means the Bankruptcy Court's Final
Order Pursuant To 11 U.S.C. Sections 105, 362 And 364, And Bankruptcy Rules
2002, 4001 And 9014 (a) Approving Replacement Debtor-In-Possession Financing
With Administrative Expense Superpriority And Secured By Senior Liens, (b)
Granting Senior Liens And Superpriority Administrative Expense Status And (c)
Granting Other Relief (D.I. 328) dated December 31, 2002 as amended and restated
by the Bankruptcy Court's Final Order Pursuant To 11 U.S.C. Sections 105, 362
And 364, And Bankruptcy Rules 2002, 4001 And 9014 (a) Approving Replacement
Debtor-In-Possession Financing With Administrative Expense Superpriority And
Secured By Senior Liens, (b) Granting Senior Liens And Superpriority
Administrative Expense Status And (c) Granting Other Relief (D.I. 3346) dated
January 15, 2004.

                  (93)     FINAL ORDER means an order or judgment of the
Bankruptcy Court, as entered on the docket of the Bankruptcy Court, that has not
been reversed, stayed, modified or amended, and as to which: (a) the time to
appeal or seek review has expired and no timely filed appeal or petition for
review, rehearing, remand or certiorari is pending; or (b) any appeal taken or
petition for review, rehearing, remand or certiorari filed has been resolved by
the highest court to which the order or judgment was appealed or from which
certiorari was sought; provided, however, that the possibility that a motion
under section 502(j) of the Bankruptcy Code, Rule 59 or Rule 60 of the Federal
Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules or
other rules or law governing procedure in cases before the Bankruptcy Court, may
be filed with respect to such order shall not cause such order not to be a Final
Order.

                  (94)     FIRST AMERICAN SECURED CLAIM means that portion of
the Claim of First American Title on behalf of Yuet and Toy Wong arising under a
note dated July 8, 1981, but only to the extent that it is a Secured Claim
secured by property owned by Debtor HBOS Manufacturing, LP and located at 6258
Northwest Grand Ave., Glendale, Arizona 85301.

                  (95)     FOOTHILL collectively means Foothill Capital
Corporation and certain other lenders (including Wells Fargo Bank, N.A.) under
the Prepetition Loan Agreement.

                  (96)     FOOTHILL SECURED CLAIM means that portion of the
Claim of Foothill arising under the Prepetition Loan Agreement, but only to the
extent that it is a Secured Claim secured by an escrow deposit established
pursuant to the Bankruptcy Court's Order Adjourning Hearing On Foothill Capital
Corp.'s As Agent For Itself & Certain DIP Lenders, Notice Of Payoff & Setting
Dates By Which Briefs Are Due (D.I. 471), dated January 23, 2003; and the
agreement executed pursuant to that order.

                  (97)     FUTURE CLAIM means any Claim against a Debtor that
(a) arises out of or relates to pre-Confirmation Date actions, omissions,
events, occurrences, or failures, (b) did not manifest itself sufficiently prior
to the Confirmation Date to provide the Holder of the Claim with a
Constitutionally sufficient opportunity to file proof of such Claim or otherwise
assert

                                       11



rights with respect to such Claim in the Debtors' Chapter 11 cases, and (c) did
not "arise" for purposes of applicable non-bankruptcy law until after the
Confirmation Date.

                  (98)     HOLDER means a Person holding an Interest or a Claim.

                  (99)     IMPAIRED shall have the meaning ascribed to such term
in section 1124 of the Bankruptcy Code.

                  (100)    INITIAL DISTRIBUTION DATE means (a) with respect to
Administrative Claims, Priority Non-Tax Claims, Priority Tax Claims and
Convenience Claims, the date that is the later of (i) the Effective Date (or as
soon thereafter as reasonably practicable) and (ii) the date (or as soon
thereafter as is reasonably practicable) such Claims become Allowed Claims or
otherwise become payable under the Plan; (b) with respect to Fee Claims, the
date (or as soon thereafter as reasonably practicable) that such Claims (i) are
allowed by Final Order of the Bankruptcy Court or (ii) become Allowed Claims
after the Effective Date; and (c) with respect to the Secured Claims, the Junior
Notes Claims, the Senior Notes Claims, the REMIC Guarantee Claims, the
Litigation Claims, the Other Unsecured Claims and the Interests (subject to the
priority scheme set forth in the Plan), the date as soon as reasonably
practicable after the Effective Date or the date they become Allowed Claims.
With respect to Secured Claims, occurrence of the Distribution Date shall be
subject, if applicable, to the Estates' receipt of the Net Proceeds of the sale
of the relevant collateral.

                  (101)    INITIAL STAND ALONE TRUST ASSETS means the Causes of
Action and $1,000,000 in Cash.

                  (102)    INSIDER shall have the meaning ascribed to such term
in section 101(31) of the Bankruptcy Code.

                  (103)    INTERCOMPANY CLAIM means a Claim of any Debtor
against another Debtor, whether arising before or after the Petition Date,
including, without limitation, any Claim by OAC against OSHC for damages arising
from rejection of the Subservicing Agreements.

                  (104)    INTEREST means any equity security, including Old
Common Stock, within the meaning of section 101(16) of the Bankruptcy Code, in a
Debtor. For purposes of voting and distributions under the Plan, the defined
term Interest shall also include a Claim against a Debtor that is subject to
subordination under section 510(b) of the Bankruptcy Code.

                  (105)    INTERESTED PARTY PROFESSIONALS means the following
professionals, and only the following professionals, of the Debtors, the
Creditors' Committee or members and ex officio members of the Creditors'
Committee: Morris, Nichols, Arsht & Tunnell; Rayburn, Cooper & Durham, P.A.;
Hunton & Williams; Kennedy Covington Lobdell & Hickman L.L.P.; FTI Consulting,
Inc.; PricewaterhouseCoopers LLP; Akin Gump Strauss Hauer & Feld LLP; McCarter &
English, LLP; Deloitte & Touche LLP; Alvarez & Marsal; Stites & Harbison, PLLC;
Faegre & Benson LLP; Seward & Kissel LLP; Richards, Layton & Finger, P.C.;
Morgan Lewis & Bockius LLP; Prime Locations, LLC; The Core Network; Andrew
Davidson & Co., Inc.; Miller Buckfire Lewis Ying & Co., LLC; Munger, Tolles &
Olson LLP; Young Conaway Stargatt & Taylor, LLP; and King & Spalding LLP.

                                       12



                  (106)    JPMORGAN means JPMorgan Chase Bank, formerly known as
The Chase Manhattan Bank.

                  (107)    JUNIOR NOTES mean the 8% Reset Debentures in the
original principal amount of $17 million due June 1, 2007, pursuant to an
Indenture and a First Supplemental Indenture, both dated March 1, 1992, and the
8% Reset Debentures in the original principal amount of $23 million due June 1,
2007, pursuant to a Second Supplemental Indenture dated July 15, 1992.

                  (108)    JUNIOR NOTES CLAIM means an Unsecured Claim of the
Junior Notes Indenture Trustee under the Junior Notes Indenture, or an Unsecured
Claim of any Holder of Junior Notes for the payment of any principal, premium,
if any, and interest owing and unpaid as of the Petition Date in respect of such
Junior Notes.

                  (109)    JUNIOR NOTES INDENTURE means the Indenture and First
Supplemental Indenture both dated March 1, 1992 and the Second Supplemental
Indenture dated July 15, 1992, between the Debtors and First Union National
Bank, f/k/a Delaware Trust Company, with respect to the Junior Notes, as the
same may have been amended and/or supplemented from time to time.

                  (110)    JUNIOR NOTES INDENTURE TRUSTEE means U.S. Bank Trust,
N.A., as the indenture trustee under the Junior Notes Indenture, or any
successor indenture trustees under the Junior Notes Indenture.

                  (111)    LIEN has the meaning ascribed to such term in section
101(37) of the Bankruptcy Code (but a lien that has or may be avoided pursuant
to an Avoidance Action or any other Cause of Action shall not constitute a
Lien).

                  (112)    LIQUIDATION TRUST means the trust created on the
Effective Date pursuant to this Plan and the Liquidation Trust Agreement.

                  (113)    LIQUIDATION TRUST ADVISORY COMMITTEE means the
advisory board that is to be created pursuant to Section 6.3 of the Plan.

                  (114)    LIQUIDATION TRUST AGREEMENT means that certain
agreement which is to govern the Liquidation Trust, substantially in the form
set forth in the Plan Supplement.

                  (115)    LIQUIDATION TRUSTEE means the trustee appointed
pursuant to the Plan and the Liquidation Trust Agreement.

                  (116)    LITIGATION CLAIMS means: (a) all Claims against the
Debtors asserted under lawsuits or complaints which are pending as of the
commencement of the Chapter 11 Cases in any court, including, without
limitation, state or federal court; (b) all Claims against the Debtors subject
to mediation or arbitration which are pending as of the commencement of the
Chapter 11 Cases that could potentially be asserted under lawsuits or complaints
in any court; or (c) all Claims raised or made to the Debtors by any Person,
including, without limitation, offices of state attorneys general, related to
matters arising prior to commencement of the Chapter 11

                                       13



Cases that could have been asserted under lawsuits or complaints in any court or
could have been subject to mediation or arbitration.

                  (117)    NET PROCEEDS means the Cash consideration received
from the sale, Transfer, or collection of property of the Estates or the
conversion of such property to Cash in some other manner as contemplated in, or
reasonably within the scope of, this Plan including the Purchase Consideration,
whether occurring prior to or after the Effective Date, less the reasonable,
necessary and customary expenses attributable to such sale, Transfer, collection
or conversion, including costs of curing defaults under executory contracts that
are assigned, paying personal property or other taxes accruing in connection
with such sale, Transfer or conversion of such property, brokerage fees and
commissions, collection costs, reasonable attorneys' fees and expenses, and any
applicable taxes or other claims of any governmental authority in connection
with such property and any escrows or accounts established to hold funds for
purchase price adjustments, indemnification claims or other purposes in
connection with such sale, Transfer or collection; provided, however, that upon
the release to the Liquidation Trust (under the Sale Option) or the Reorganized
Stand Alone Debtors (under the Stand Alone Option) of funds from such escrows or
accounts, such funds shall become Net Proceeds of the relevant sale, Transfer or
collection.

                  (118)    NEW COMMON STOCK means, under the Stand Alone Option,
the 20,000,000 shares of common stock of Reorganized Stand Alone Oakwood to be
authorized in accordance with the Plan and Reorganized Stand Alone Oakwood's
Amended and Restated Certificate of Incorporation, having a par value of $0.01
per share.

                  (119)    NEW WARRANTS means, under the Stand Alone Option,
warrants to purchase 1,000,000 shares of New Common Stock pursuant to the terms
of the Warrant Agreement, under the Stand Alone Option.

                  (120)    NON-DEBTOR-HELD INTEREST means an Interest in Oakwood
when the Holder is not a Debtor.

                  (121)    OAC means Oakwood Acceptance Corporation, LLC.

                  (122)    OAKWOOD means Oakwood Homes Corporation.

                  (123)    OFC means Oakwood Financial Corporation.

                  (124)    OFC AND OIC TAX CLAIMS mean all contingent
unliquidated Claims (a) against OFC for federal and state income taxes arising
out of its ownership of certain of the REMIC Residual Certificates; and (b)
against OIC for federal and state income taxes arising out of its ownership of
certain of the Residual REMIC Certificates.

                  (125)    OIC means Oakwood Investment Corporation.

                  (126)    OLD COMMON STOCK means the pre-confirmation common
stock of, or other equity interest in, however derivative, Oakwood and
outstanding or held in treasury as of the Record Date.

                                       14



                  (127)    OMI means Oakwood Mortgage Investors, Inc.

                  (128)    OMI TRUST 1995-B means the trust formed pursuant to
the Series 1995-B Pooling and Servicing Agreement, dated as of October 1, 1995,
as amended September 28, 2001, and incorporating the Standard Terms to Pooling
and Servicing Agreement, November 1995 Edition, among OMI, OAC, as Servicer, and
JPMorgan as successor in interest to the Chase Manhattan Trust Company, National
Association, as trustee.

                  (129)    OMI TRUST 1996-A means the trust formed pursuant to
the Series 1996-A Pooling and Servicing Agreement, dated as of February 1, 1996,
as amended September 28, 2001, and incorporating the Standard Terms to Pooling
and Servicing Agreement, November 1995 Edition, among OMI, OAC, as Servicer, and
JPMorgan as successor in interest to the Chase Manhattan Trust Company, National
Association, as trustee.

                  (130)    OMI TRUST 1996-B means the trust formed pursuant to
the Series 1996-B Pooling and Servicing Agreement, dated as of July 1, 1996, as
amended September 28, 2001, and incorporating the Standard Terms to Pooling and
Servicing Agreement, November 1995 Edition, among OMI, OAC, as Servicer, and
JPMorgan as successor in interest to PNC, as trustee.

                  (131)    OMI TRUST 1996-C means the trust formed pursuant to
the Series 1996-C Pooling and Servicing Agreement, dated as of October 1, 1995,
as amended September 28, 2001, and incorporating the Standard Terms to Pooling
and Servicing Agreement, November 1995 Edition, among OMI, OAC, as Servicer, and
JPMorgan as successor in interest to PNC, as trustee.

                  (132)    OMI TRUST 1997-A means the trust formed pursuant to
the Series 1997-A Pooling and Servicing Agreement, dated as of February 1, 1997,
as amended September 28, 2001, and incorporating the Standard Terms to Pooling
and Servicing Agreement, November 1995 Edition, among OMI, OAC, as servicer, and
JPMorgan as successor in interest to PNC, as trustee.

                  (133)    OMI TRUST 1997-B means the trust formed pursuant to
the Series 1997-B Pooling and Servicing Agreement, dated as of May 1, 1997, as
amended September 28, 2001, and incorporating the Standard Terms to Pooling and
Servicing Agreement, November 1995 Edition, among OMI, OAC, as servicer, and
JPMorgan as successor in interest to PNC, as trustee.

                  (134)    OMI TRUST 1997-C means the trust formed pursuant to
the Series 1997-C Pooling and Servicing Agreement, dated as of August 1, 1997,
as amended September 28, 2001, and incorporating the Standard Terms to Pooling
and Servicing Agreement, November 1995 Edition, among OMI, OAC, as servicer, and
JPMorgan as successor in interest to PNC, as trustee.

                  (135)    OMI TRUST 1997-D means the trust formed pursuant to
the Series 1997-D Pooling and Servicing Agreement, dated as of November 1, 1997,
as amended September 28, 2001, and incorporating the Standard Terms to Pooling
and Servicing Agreement, November 1995 Edition, among OMI, OAC, as servicer, and
JPMorgan as successor in interest to PNC, as trustee.

                                       15



                  (136)    OMI TRUST 1998-A means the trust formed pursuant to
the Series 1998-A Pooling and Servicing Agreement, dated as of February 1, 1998,
as amended September 28, 2001, and incorporating the Standard Terms to Pooling
and Servicing Agreement, November 1995 Edition, among OMI, OAC, as Servicer, and
JPMorgan as successor in interest to PNC, as trustee.

                  (137)    OMI TRUST 1998-B means the trust formed pursuant to
the Series 1998-B Pooling and Servicing Agreement, dated as of May 1, 1998, as
amended December 11, 2000 and September 28, 2001, and incorporating the Standard
Terms to Pooling and Servicing Agreement, November 1995 Edition, among OMI, OAC,
as servicer, and JPMorgan as successor in interest to PNC, as trustee.

                  (138)    OMI TRUST 1998-C means the trust formed pursuant to
the Series 1998-C Pooling and Servicing Agreement, dated as of August 1, 1998,
as amended December 12, 2000, September 28, 2001 and August 10, 2001, and
incorporating the Standard Terms to Pooling and Servicing Agreement, July 1998
Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to
PNC, as trustee.

                  (139)    OMI TRUST 1998-D means the trust formed pursuant to
the Series 1998-D Pooling and Servicing Agreement, dated as of October 1, 1998,
as amended April 29, 1999 and September 28, 2001, and incorporating the Standard
Terms to Pooling and Servicing Agreement, July 1998 Edition, among OMI, OAC, as
servicer, and JPMorgan as successor in interest to PNC, as trustee.

                  (140)    OMI TRUST 1999-A means the trust formed pursuant to
the Series 1999-A Pooling and Servicing Agreement, dated as of January 1, 1999,
as amended September 28, 2001, and incorporating the Standard Terms to Pooling
and Servicing Agreement, July 1998 Edition, among OMI, OAC, as servicer, and
JPMorgan as successor in interest to PNC, as trustee.

                  (141)    OMI TRUST 1999-B means the trust formed pursuant to
the Series 1999-B Pooling and Servicing Agreement, dated as of April 1, 1999, as
amended September 28, 2001, and incorporating the Standard Terms to Pooling and
Servicing Agreement, July 1998 Edition, among OMI, OAC, as servicer, and
JPMorgan as successor in interest to PNC, as trustee.

                  (142)    OMI TRUST 1999-C means the trust formed pursuant to
the Series 1999-C Pooling and Servicing Agreement, dated as of June 1, 1999, as
amended November 1, 2000, December 12, 2000, September 28, 2001 and August 10,
2001, and incorporating the Standard Terms to Pooling and Servicing Agreement,
May 1999 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in
interest to PNC, as trustee.

                  (143)    OMI TRUST 1999-D means the trust formed pursuant to
the Series 1999-D Pooling and Servicing Agreement, dated as of August 1, 1999,
as amended December 12, 2000, September 28, 2001 and August 10, 2001, and
incorporating the Standard Terms to Pooling and Servicing Agreement, May 1999
Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to
PNC, as trustee.

                  (144)    OMI TRUST 1999-E means the trust formed pursuant to
the Series 1999-E Pooling and Servicing Agreement, dated as of November 1, 1999,
as amended December 11,

                                       16



2000, September 28, 2001 and August 10, 2001, and incorporating the Standard
Terms to Pooling and Servicing Agreement, May 1999 Edition, among OMI, OAC, as
servicer, and JPMorgan as successor in interest to PNC, as trustee.

                  (145)    OMI TRUST 2000-A means the trust formed pursuant to
the Series 2000-A Pooling and Servicing Agreement, dated as of March 1, 2000, as
amended December 11, 2000, September 28, 2001 and August 10, 2001, and
incorporating the Standard Terms to Pooling and Servicing Agreement, May 1999
Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to
PNC, as trustee.

                  (146)    OMI TRUST 2000-B means the trust formed pursuant to
the Series 2000-B Pooling and Servicing Agreement, dated as of June 1, 2000, as
amended December 11, 2000, September 28, 2001 and August 10, 2001, and
incorporating the Standard Terms to Pooling and Servicing Agreement, May 1999
Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to
PNC, as trustee.

                  (147)    OMI TRUST 2000-C means the trust formed pursuant to
the Series 2000-C Pooling and Servicing Agreement, dated as of September 1,
2000, as amended December 1, 2000, December 14, 2000 and September 28, 2001, and
incorporating the Standard Terms to Pooling and Servicing Agreement, May 1999
Edition, among OMI, OAC, as Servicer, and Wells Fargo Bank Minnesota, National
Association, as trustee.

                  (148)    OMI TRUST 2000-D means the trust formed pursuant to
the Series 2000-D Pooling and Servicing Agreement, dated as of December 1, 2000,
as amended September 28, 2001, and incorporating the Standard Terms to Pooling
and Servicing Agreement, May 1999 Edition, among OMI, OAC, as Servicer, and
Wells Fargo Bank Minnesota, National Association, as trustee.

                  (149)    OMI TRUST 2001-B means the trust formed pursuant to
the Series 2001-B Pooling and Servicing Agreement, dated as of February 1, 2001,
as amended September 28, 2001 and August 10, 2001, and incorporating the
Standard Terms to Pooling and Servicing Agreement, February 2001 Edition, among
OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee.

                  (150)    OMI TRUST 2001-C means the trust formed pursuant to
the Series 2001-C Pooling and Servicing Agreement, dated as of May 1, 2001, as
amended October 2, 2001, August 10, 2001 and December 12, 2001, and
incorporating the Standard Terms to Pooling and Servicing Agreement, May 2001
Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to
PNC, as trustee.

                  (151)    OMI TRUST 2001-D means the trust formed pursuant to
the Series 2001-D Pooling and Servicing Agreement, dated as of August 1, 2001,
as amended December 12, 2001 and January 10, 2002, and incorporating the
Standard Terms to Pooling and Servicing Agreement, May 2001 Edition, among OMI,
OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee.

                  (152)    OMI TRUST 2001-E means the trust formed pursuant to
the Series 2001-E Pooling and Servicing Agreement, dated as of November 1, 2001,
and incorporating the Standard

                                       17



Terms to Pooling and Servicing Agreement, September 2001 Edition, among OMI,
OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee.

                  (153)    OMI TRUST 2002-A means the trust formed pursuant to
the Series 2002-A Pooling and Servicing Agreement, dated as of February 1, 2002,
and incorporating the Standard Terms to Pooling and Servicing Agreement,
September 2001 Edition, among OMI, OAC, as servicer, and JPMorgan as successor
in interest to PNC, as trustee.

                  (154)    OMI TRUST 2002-B means the trust formed pursuant to
the Series 2002-B Pooling and Servicing Agreement, dated as of May 1, 2002, and
incorporating the Standard Terms to Pooling and Servicing Agreement, September
2001 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest
to PNC, as trustee.

                  (155)    OMI TRUST 2002-C means the trust formed pursuant to
the Series 2002-C Pooling and Servicing Agreement, dated as of August 1, 2002,
and incorporating the Standard Terms to Pooling and Servicing Agreement,
September 2001 Edition, among OMI, OAC, as servicer, and JPMorgan as successor
in interest to PNC, as trustee.

                  (156)    OSHC means Oakwood Servicing Holdings Co., LLC.

                  (157)    OTHER SECURED AND SETOFF CLAIM means any Secured
Claim that is not: (a) a DIP Claim; (b) the 1997 Bonds Secured Claim; (c) the
1998 Bonds Secured Claim; (d) the Auto Secured Claim; (e) the Carolina Secured
Claim; (f) the First American Secured Claim; (g) the Foothill Secured Claim; (h)
the Thomas Secured Claim; (i) the U.S. Bank Secured Claim; or (j) a Secured Tax
Claim.

                  (158)    OTHER UNSECURED CLAIMS means an Unsecured Claim that
is not: (a) a Convenience Claim; (b) a REMIC Guarantee Claim; (c) a Senior Notes
Claim; (d) a Junior Notes Claim; (e) a Litigation Claim; (f) an Administrative
Claim; (g) a Fee Claim; (h) a Priority Tax Claim; or (i) a Priority Non-Tax
Claim.

                  (159)    PERSON shall have the meaning ascribed to such term
in section 101(41) of the Bankruptcy Code.

                  (160)    PETITION DATE means November 15, 2002.

                  (161)    PLAN means this Plan of Reorganization, dated as of
the date set forth on the first page hereof, for each of the Debtors, together
with any amendments or modifications hereto as the Debtors may file hereafter in
accordance with the terms of the Plan.

                  (162)    PLAN SUPPLEMENT means the Bankruptcy Court filing
specified in Section 11.7 of the Plan, the content of which is incorporated
herein by reference.

                  (163)    PNC means PNC Bank National Association.

                  (164)    PREPETITION LOAN AGREEMENT means that Loan and
Security Agreement dated January 22, 2002 among the Debtors and Foothill, as
amended pursuant to the First

                                       18



Amendment to Loan Agreement dated July 2002 and the Second Amendment to Loan
Agreement dated July 31, 2002.

                  (165)    PRIORITY NON-TAX CLAIM means any Claim entitled to
priority pursuant to section 507(a) of the Bankruptcy Code that is not: (i) an
Administrative Claim; (ii) a Priority Tax Claim; or (iii) a Fee Claim.

                  (166)    PRIORITY TAX CLAIM means a Claim for taxes entitled
to priority pursuant to section 507(a)(8) of the Bankruptcy Code.

                  (167)    PROOF OF CLAIM means a proof of claim that is timely
filed and in compliance with the Bankruptcy Rules and the Bar Date Order.

                  (168)    PURCHASE AGREEMENT means that certain Asset Purchase
Agreement, dated as of November 24, 2003, by and among the Debtors and certain
non-debtor affiliates and Buyer, as attached as an exhibit to the Disclosure
Statement, pursuant to which the Buyer will purchase the Purchased Business
under the Sale Option.

                  (169)    PURCHASE CONSIDERATION means the consideration to be
paid by the Buyer pursuant to the Purchase Agreement under the Sale Option.

                  (170)    PURCHASED BUSINESS means, under the Sale Option, all
of the Assets to be Transferred to the Buyer on the Effective Date pursuant to
the Purchase Agreement. For the avoidance of doubt, the Purchased Business does
not include the Excluded Assets.

                  (171)    QUARTERLY DISTRIBUTION DATE means the first Business
Day after the end of each quarterly calendar period (i.e., March 31, June 30,
September 30, and December 31 of each calendar year) following the Effective
Date.

                  (172)    RATABLE, RATABLY OR RATABLE SHARE means, at any time,
the proportion that the Face Amount of a Claim in a particular Class or group of
Classes (in the case of Class 4) bears to the aggregate Face Amount of all
Claims (including Disputed Claims but excluding Disallowed Claims) in such Class
or group of Classes (in the case of Class 4), unless the Plan otherwise
provides.

                  (173)    RECORD DATE means the Confirmation Date.

                  (174)    REMIC GUARANTEE CLAIMS mean all of the Unsecured
Claims arising from the B-2 REMIC Guarantees and the Resecuritization Note Put
Option.

                  (175)    REMIC TRUSTEE means JPMorgan in its capacity as
trustee, indenture trustee, successor trustee, securities intermediary,
verification agent, paying agent, as applicable, and Resecuritization Trustee,
for the holders of notes and certificates, including Holders of the B-Piece
REMIC Certificates and the Resecuritization Note, issued by each of the REMIC
Trusts and the Resecuritization Trust and any duly appointed successor or
successors.

                  (176)    REMIC TRUSTS mean the following non-Debtor Real
Estate Mortgage Investment Conduit Securitization Trusts: the OMI Trust 1995-B,
the OMI Trust 1996-A, the

                                       19



OMI Trust 1996-B, the OMI Trust 1996-C, the OMI Trust 1997-A, the OMI Trust
1997-B, the OMI Trust 1997-C, the OMI Trust 1997-D, the OMI Trust 1998-A, the
OMI Trust 1998-B, the OMI Trust 1998-C, the OMI Trust 1998-D, the OMI Trust
1999-A, the OMI Trust 1999-B, the OMI Trust 1999-C, the OMI Trust 1999-D, the
OMI Trust 1999-E, the OMI Trust 2000-A, the OMI Trust 2000-B, the OMI Trust
2000-C, the OMI Trust 2000-D, the OMI Trust 2001-B, the OMI Trust 2001-C, the
OMI Trust 2001-D, the OMI Trust 2001-E, the OMI Trust 2002-A, the OMI Trust
2002-B and the OMI Trust 2002-C.

                  (177)    REORGANIZED SALE DEBTORS means, under the Sale
Option, (a) Reorganized Sale OKWD, (b) the Affiliate Debtors and OSHC as merged
into Reorganized Sale OKWD on or after the Effective Date, (c) OFC and (d) OIC
on and after the Effective Date.

                  (178)    REORGANIZED SALE OKWD means, under the Sale Option,
Oakwood on and after the Effective Date.

                  (179)    REORGANIZED SALE DEBTORS CAPITALIZATION AMOUNT means,
under the Sale Option, those Assets as may be identified in the Plan Supplement
and determined pursuant to an order or orders of the Bankruptcy Court (which may
be the Confirmation Order) to be appropriate to fund the post-Effective Date
operation of the Reorganized Sale Debtor, including the payment of all insurance
premiums and the resolution of Future Claims.

                  (180)    REORGANIZED STAND ALONE DEBTORS means, under the
Stand Alone Option, Reorganized Stand Alone Oakwood and the Affiliate Debtors on
and after the Effective Date as reincorporated or otherwise established.

                  (181)    REORGANIZED STAND ALONE OAKWOOD means, under the
Stand Alone Option, Oakwood on and after the Effective Date as reincorporated or
otherwise established.

                  (182)    RESECURITIZATION NOTE means the Class A note issued
by the Resecuritization Trust secured, in part, by certain B-Piece REMIC
Certificates and X REMIC Certificates issued by the OMI Trust 1998-C, the OMI
Trust 1999-C, the OMI Trust 1999-D, the OMI Trust 1999-E, the OMI Trust 2000-A,
the OMI Trust 2000-B, the OMI Trust 2001-B, the OMI Trust 2001-C, the OMI Trust
2001-D, the OMI Trust 2001-E, the OMI Trust 2002-A and the OMI Trust 2002-B.

                  (183)    RESECURITIZATION NOTE PUT OPTION means Oakwood's
obligation to the holder of the Resecuritization Note to purchase the
Resecuritization Note on each payment date under the Resecuritization Note,
beginning with the payment date occurring in September 2011 and ending with the
payment date occurring in September 2012.

                  (184)    RESECURITIZATION TRUST means the Oakwood Mortgage
Resecuritization Trust 2001 formed pursuant to the Amended and Restated Trust
Agreement, dated as of February 1, 2002, as amended and supplemented by the
Trust Agreement Amendment and Supplement, dated as of March 1, 2002, and the
Trust Agreement Amendment and Supplement, dated as of June 1, 2002, among OMI,
as depositor, OAC, as securities administrator, and the Resecuritization
Trustee.

                                       20



                  (185)    RESECURITIZATION TRUSTEE means JPMorgan in its
capacity as trustee and securities intermediary of the Resecuritization Trust.

                  (186)    RESIDUAL REMIC CERTIFICATES means the Class R REMIC
Certificates representing the residual interests in the REMIC Trusts.

                  (187)    SALE OPTION means the implementation of the Plan
pursuant to Section 6.1 and other attendant provisions of the Plan.

                  (188)    SCHEDULE OF ASSETS AND LIABILITIES means, as amended,
supplemented or modified, a Debtor's schedule of assets and liabilities filed
with the Bankruptcy Court on January 31, 2003 (D.I. 516, 518, 521, 524, 526,
528, 531, 533, 535, 539, 541, 543) pursuant to sections 521(1) and 1106(a)(2) of
the Bankruptcy Code.

                  (189)    SECURED CLAIM means: (a) that portion of a Claim that
is secured by a valid, perfected and enforceable security interest, Lien,
mortgage or other encumbrance, that is not subject to an Avoidance Action, in or
upon any right, title or interest of any of the Debtors in and to property of
the Estates, to the extent of the value of the Holder's interest in such
property as of the relevant determination date or (b) any Claim that is subject
to an offset right pursuant to section 553 of the Bankruptcy Code, to the extent
of the amount subject to a valid setoff, in the case of each of (a) and (b) as
determined by the Bankruptcy Court pursuant to section 506(a) of the Bankruptcy
Code. Such defined term shall not include for voting or distribution purposes
any such Claim that has been or will be paid in connection with the cure of
defaults under an assumed executory contract or unexpired lease under section
365 of the Bankruptcy Code.

                  (190)    SECURED TAX CLAIM means a Claim for taxes to the
extent that it is a Secured Claim under state or federal law, excluding any
Claim that is an Administrative Claim or Priority Tax Claim.

                  (191)    SENIOR NOTES mean the 7.875% Senior Notes in the
aggregate principal amount of $125 million due March 2004 and the 8.125% Senior
Notes in the aggregate principal amount of $175 million due March 2009 pursuant
to an Indenture and First Supplemental Indenture, both dated March 2, 1999.

                  (192)    SENIOR NOTES CLAIM means the Unsecured Claim of the
Senior Notes Indenture Trustee under the Senior Notes Indenture, or the Claim of
any Holder of Senior Notes for the payment of any principal, premium, if any,
and interest owing and unpaid as of the Petition Date in respect of such Senior
Notes.

                  (193)    SENIOR NOTES INDENTURE means the Indenture and First
Supplemental Indenture, both dated March 2, 1999, between the Debtors and Bank
One, N.A., f/k/a The First National Bank of Chicago, with respect to the Senior
Notes, as the same may have been amended from time to time.

                  (194)    SENIOR NOTES INDENTURE TRUSTEE means U.S. Bank Trust,
N.A., as the current indenture trustee under the Senior Notes Indenture, or any
successor indenture trustee(s) to U.S. Bank Trust, N.A. under the Senior Notes
Indenture.

                                       21



                  (195)    SERVICING AGREEMENTS means the servicing agreements
assumed by OAC and assigned to OHSC under section 365 of the Bankruptcy Court as
authorized by Final Orders entered by the Bankruptcy Court (D.I. 369, D.I. 424
and D.I. 425).

                  (196)    SOLICITATION PROCEDURES ORDER means the Order entered
by the Bankruptcy Court establishing procedures with respect to the solicitation
and tabulation of votes to accept or reject the Plan (D.I. 3543).

                  (197)    STAND ALONE OPTION means the implementation of the
Plan pursuant to Section 6.2 and other attendant provisions of the Plan.

                  (198)    STAND ALONE VOTING TRUST means the trust created on
the Effective Date pursuant to the Plan and the Stand Alone Voting Trust
Agreement.

                  (199)    STAND ALONE VOTING TRUST AGREEMENT means that certain
agreement which is to govern the Stand Alone Voting Trust, substantially in the
form set forth in the Plan Supplement.

                  (200)    STAND ALONE VOTING TRUSTEE means the trustees
appointed pursuant to the Plan and the Stand Alone Voting Trust Agreement.

                  (201)    STATEMENT OF FINANCIAL AFFAIRS means, as amended,
supplemented or modified, a Debtor's statement of financial affairs filed with
the Bankruptcy Court on January 31, 2003 (D.I. 515, 517, 520, 522, 525, 527,
530, 532, 534, 537, 540, 542) pursuant to sections 521(1) and 1106(a)(2) of the
Bankruptcy Code.

                  (202)    SUBSERVICING AGREEMENTS means the subservicing
agreements between OSHC and OAC, as amended, approved by Orders of the
Bankruptcy Court (D.I. 369, D.I. 424 and D.I. 425).

                  (203)    THOMAS SECURED CLAIM means that portion of the Claim
of Lecil V. and Tommie Jane Thomas arising under a note dated January 15, 1993,
but only to the extent that it is a Secured Claim secured by property owned by
Debtor HBOS Manufacturing, LP and located at 508 Palmer Road, Rockwell, North
Carolina.

                  (204)    TRANSFER shall have the meaning ascribed to such term
in section 101(54) of the Bankruptcy Code.

                  (205)    U.S. BANK SECURED CLAIM means that portion of the
Claim of U.S. Bank National Association arising under a note dated April 2,
1991, but only to the extent that it is a Secured Claim secured by property
owned by Debtor HBOS Manufacturing, LP and located in Albany, Linn County,
Oregon.

                  (206)    U.S. GOVERNMENT OBLIGATIONS means securities that are
direct obligations of, or obligations guaranteed by, the United States of
America for the timely payment of which obligation or guarantee the full faith
and credit of the United States of America is pledged, or funds consisting
solely of such securities.

                                       22



                  (207)    UNCLAIMED PROPERTY means any Cash or other
distributable property unclaimed for a period of ninety (90) days after it has
been delivered (or attempted to be delivered) in accordance with the Plan to the
Holder entitled thereto in respect of such Holder's Allowed Claim. Unclaimed
Property shall, without limitation, include: (a) checks (and the funds
represented thereby) mailed to a Distribution Address and returned as
undeliverable without a proper forwarding address; (b) funds for uncashed
checks; and (c) checks (and the funds represented thereby) not mailed or
delivered because no Distribution Address to mail or deliver such property was
available, notwithstanding efforts by the Liquidation Trust (under the Sale
Option) or the Reorganized Stand Alone Debtors (under the Stand Alone Option) to
locate such address which were commercially reasonable under the circumstances.
Distributions of cash that otherwise would be payable under the Plan to a Holder
but for Section 9.14 of the Plan that never, collectively, exceed fifty dollars
($50.00) as described in Section 9.14 and for which a request is not made within
the one (1) year deadline shall become Unclaimed Property.

                  (208)    UNIMPAIRED shall have the meaning ascribed to such
term in section 1124 of the Bankruptcy Code.

                  (209)    UNITED STATES TRUSTEE means the Office of the United
States Trustee for the District of Delaware.

                  (210)    UNSECURED CLAIM means any Claim, arising
pre-petition, that is not: (a) an Administrative Claim; (b) a Priority Non-Tax
Claim; (c) a Priority Tax Claim; (d) a Fee Claim; (e) a Secured Claim; (f) an
Intercompany Claim; or (g) an Interest.

                  (211)    WARRANT AGREEMENT means that certain agreement
governing exercise of the New Warrants, in substantially the form set forth in
the Plan Supplement.

                  (212)    X REMIC CERTIFICATES mean those certain Class X
"pass-through" asset-backed securities that have been issued by the OMI Trust
1998-C, the OMI Trust 1999-C, the OMI Trust 1999-D, the OMI Trust 1999-E, the
OMI Trust 2000-A, the OMI Trust 2000-B, the OMI Trust 2001-B, the OMI Trust
2001-C, the OMI Trust 2001-D, the OMI Trust 2001-E, the OMI Trust 2002-A, the
OMI Trust 2002-B and the OMI Trust 2002-C.

         1.2      RULES OF INTERPRETATION, COMPUTATION OF TIME AND GOVERNING
                  LAW.

                  (a)      RULES OF INTERPRETATION.

                  For purposes of the Plan: (a) whenever from the context it is
appropriate, each term, whether stated in the singular or the plural, shall
include both the singular and the plural; (b) any reference in the Plan to a
contract, instrument, release, indenture or other agreement or document being in
a particular form or on particular terms and conditions means that such document
shall be substantially in such form or substantially on such terms and
conditions; (c) any reference in the Plan to an existing document or an exhibit
filed or to be filed means such document or exhibit, as it may have been or may
be amended, modified or supplemented; (d) if the Plan's description of the terms
of an exhibit is inconsistent with the terms of the exhibit, the terms of the
Plan shall control unless the Purchase Agreement is inconsistent with the Plan,
in which case the Purchase Agreement shall control; (e) unless otherwise
specified, all references in

                                       23



the Plan to articles, sections, clauses and exhibits are references to articles,
sections, clauses and exhibits of or to the Plan; (f) the words "herein" and
"hereto" and other words of similar import refer to this Plan in its entirety
rather than to a particular portion of the Plan; (g) captions and headings to
articles and sections are inserted for convenience of reference only and are not
intended to be a part of or to affect the interpretation of the Plan; (h) any
reference to an entity as a Holder of a Claim or Interest includes that entity's
successors, assigns and affiliates; (i) the rules of construction set forth in
section 102 of the Bankruptcy Code shall apply to the extent such rules are not
inconsistent with any other provision in this Section; (j) any term used herein
that is not defined herein shall have the meaning ascribed to any such term used
in the Bankruptcy Code and/or the Bankruptcy Rules, if used therein; and (k) any
reference to the "Liquidation Trustee" shall be deemed to include a reference to
the "Liquidation Trust" and any reference to the "Liquidation Trust" shall be
deemed to include a reference to the "Liquidation Trustee" unless the context
otherwise requires.

                  (b)      COMPUTATION OF TIME.

                  In computing any period of time prescribed or allowed by the
Plan, the provisions of Bankruptcy Rule 9006(a) shall apply.

                  (c)      GOVERNING LAW.

                  Except to the extent that the Bankruptcy Code or Bankruptcy
Rules are applicable, and subject to the provisions of any contract, instrument,
release, indenture or other agreement or document entered into in connection
with the Plan, the rights and obligations arising under the Plan shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Delaware, without giving effect to the principles of conflicts of law
thereof.

                                   ARTICLE II.

                METHOD OF CLASSIFICATION OF CLAIMS AND INTERESTS

                             AND GENERAL PROVISIONS

         2.1      GENERAL RULES OF CLASSIFICATION.

                  A Claim or Interest shall be deemed classified in a particular
Class only to the extent that the Claim or Interest qualifies within the
description of that Class and shall be deemed classified in a different Class to
the extent that any remainder of such Claim or Interest qualifies within the
description of such different Class. A Claim or Interest is in a particular
Class only to the extent that such Claim or Interest is Allowed in that Class
and has not been paid or otherwise settled prior to the Effective Date.

                                       24



         2.2      HOLDERS OF CLAIMS ENTITLED TO VOTE.

                  Each Holder of an Allowed Claim and each Holder of a Claim
that has been temporarily allowed for voting purposes by Order under Bankruptcy
Rule 3018(a), which Claim is in an Impaired Class of Claims, shall be entitled
to vote separately to accept or reject the Plan as provided in the Solicitation
Procedures Order. Any Unimpaired Class of Claims shall be deemed to have
accepted the Plan. Any Class of Claims or Interests that will not receive or
retain any property on account of such Claims or Interests shall be deemed to
have rejected the Plan.

         2.3      ACCEPTANCE BY IMPAIRED CLASSES.

                  An Impaired Class of Claims shall have accepted the Plan if
all of the necessary conditions of the Bankruptcy Code and Bankruptcy Rules have
been satisfied.

         2.4      NON-CONSENSUAL CONFIRMATION.

                  To the extent necessary, the Debtors hereby request that the
Bankruptcy Court confirm the Plan in accordance with section 1129(b) of the
Bankruptcy Code. Subject to section 1127 of the Bankruptcy Code, the Debtors
reserve the right to modify the Plan to the extent that confirmation pursuant to
section 1129(b) of the Bankruptcy Code requires modification, provided such
modifications are consistent with Article XI of the Plan.

         2.5      ADMINISTRATIVE CLAIMS, PRIORITY TAX CLAIMS AND FEE CLAIMS.

                  Administrative Claims, Fee Claims, Priority Tax Claims and OFC
and OIC Tax Claims (to the extent that OFC and OIC are included in this Plan)
have not been classified and are excluded from the Classes set forth in Article
IV in accordance with section 1123(a)(1) of the Bankruptcy Code.

         2.6      SPECIAL PROVISION REGARDING UNIMPAIRED CLAIMS.

                  Except as otherwise provided in the Plan, nothing herein shall
affect the rights and defenses, both legal and equitable, of the Liquidation
Trust and the Reorganized Stand Alone Debtors, with respect to any Unimpaired
Claims, including, but not limited to, all rights with respect to legal and
equitable defenses to setoffs or recoupments against Unimpaired Claims and the
right to assert Avoidance Actions against any Holders of an Unimpaired Claim.

         2.7      INTENTIONALLY OMITTED.

         2.8      BAR DATES FOR ADMINISTRATIVE CLAIMS.

                  Respecting Administrative Claims subject to the Administrative
Claim Bar Date Order, a Holder of such Administrative Claim must have complied
with the provisions of such order to be eligible to receive distributions under
the Plan on account of such Administrative Claim.

                                       25



                  To be eligible to receive distributions under the Plan on
account of an Administrative Claim that is not subject to the Administrative
Claim Bar Date Order and that is not a Fee Claim, all requests for payment of
such Administrative Claims must be made by Proof of Administrative Claim filed
with the Claims Agent so as to be received on or before 4:00 p.m. (Eastern Time)
on the date that is the first Business Day after the date that is twenty (20)
days after the Effective Date, unless otherwise agreed to by the Liquidation
Trust (under the Sale Option) or the Reorganized Stand Alone Debtors (under the
Stand Alone Option). Amendments to such Claims shall be governed by the
provisions set forth in Section 10.3 of the Plan.

                  ANY HOLDER OF AN ADMINISTRATIVE CLAIM THAT DOES NOT ASSERT
SUCH CLAIM IN ACCORDANCE WITH THIS SECTION 2.8, SHALL HAVE ITS CLAIM BE DEEMED
DISALLOWED UNDER THIS PLAN AND BE FOREVER BARRED FROM ASSERTING SUCH CLAIM
AGAINST ANY OF THE DEBTORS, THE REORGANIZED STAND ALONE DEBTORS, THE REORGANIZED
SALE DEBTORS, THE LIQUIDATION TRUST, THE ESTATES OR ANY OF THEIR PROPERTY. ANY
SUCH CLAIM SHALL BE DISCHARGED AND THE HOLDER THEREOF SHALL BE ENJOINED FROM
COMMENCING OR CONTINUING ANY ACTION, EMPLOYMENT OF PROCESS OR ACT TO COLLECT,
OFFSET, RECOUP OR RECOVER SUCH CLAIM.

         2.9      BAR DATE FOR FEE CLAIMS.

                  All final applications for payment of Fee Claims shall be
filed with the Bankruptcy Court and served on or before the first Business Day
that is sixty (60) days after the Effective Date or such other date as otherwise
agreed by the Liquidation Trust (under the Sale Option) or the Reorganization
Stand Alone (under the Stand Alone Option).

                  ANY HOLDER OF A FEE CLAIM THAT DOES NOT ASSERT SUCH CLAIM IN
ACCORDANCE WITH THIS SECTION 2.9 SHALL HAVE ITS CLAIM BE DEEMED DISALLOWED UNDER
THIS PLAN AND BE FOREVER BARRED FROM ASSERTING SUCH CLAIM AGAINST ANY OF THE
DEBTORS, THE REORGANIZED STAND ALONE DEBTORS, THE REORGANIZED SALE DEBTORS, THE
LIQUIDATION TRUST, THE ESTATES OR ANY OF THEIR PROPERTY. ANY SUCH CLAIM SHALL BE
DISCHARGED AND THE HOLDER THEREOF SHALL BE ENJOINED FROM COMMENCING OR
CONTINUING ANY ACTION, EMPLOYMENT OF PROCESS OR ACT TO COLLECT, OFFSET, RECOUP
OR RECOVER SUCH CLAIM.

                                  ARTICLE III.

                               UNCLASSIFIED CLAIMS

         3.1      ADMINISTRATIVE CLAIMS.

                  Subject to the terms herein, and unless the Holder of an
Allowed Administrative Claim agrees to receive other, less favorable treatment,
each Holder of an Allowed Administrative Claim shall be paid 100% of the unpaid
allowed amount of such Administrative Claim in Cash on or as soon as reasonably
practicable after the Initial Distribution Date. Notwithstanding the immediately
preceding sentence: (i) under the Stand Alone Option, any Allowed Administrative
Claims for goods sold or services rendered representing liabilities incurred by
the Debtors in the ordinary course of business during the Chapter 11 Cases,
subject to compliance with any applicable bar date, shall be paid in the
ordinary course in accordance with the terms and conditions of any agreements
relating thereto; (ii) Allowed Administrative

                                       26



Claims of the United States Trustee for fees pursuant to section 1930(a)(6) of
title 28 of the United States Code shall be paid in accordance with the
applicable schedule for payment of such fees; and (iii) all Allowed DIP Claims
arising from the Final DIP Agreement shall be paid in accordance with the Final
DIP Agreement and the Final DIP Order.

         3.2      PRIORITY TAX CLAIMS.

                  Subject to the terms herein, and unless the Holder of an
Allowed Priority Tax Claim agrees to receive other, fless favorable treatment,
each Holder of an Allowed Priority Tax Claim shall be paid 100% of the unpaid
amount of such Allowed Priority Tax Claim in Cash on or as soon as reasonably
practicable after the Initial Distribution Date; provided, however, that, under
the Stand Alone Option, the Reorganized Stand Alone Debtors may opt to make
distributions for any Allowed Priority Tax Claim over a period not exceeding six
(6) years after the date of assessment of such Allowed Priority Tax Claim as
provided in section 1129(a)(9)(C) of the Bankruptcy Code. If the Reorganized
Stand Alone Debtors elect this option as to any Allowed Priority Tax Claim, then
the payment of such Allowed Priority Tax Claim shall be made in equal
semi-annual installments with the first installment due on the later of: (i) the
Initial Distribution Date; (ii) 30 calendar days after the date on which an
order allowing such Allowed Priority Tax Claim becomes a Final Order; or (iii)
such other time as may be agreed to by the Holder of such Allowed Priority Tax
Claim and the Reorganized Stand Alone Debtors. Each installment shall include
simple interest on the unpaid portion of such Allowed Priority Tax Claim,
without penalty of any kind, at the statutory rate of interest provided for such
taxes under applicable non-bankruptcy law; provided, however, that the
Reorganized Stand Alone Debtors shall reserve the right to pay any Allowed
Priority Tax Claim, or any remaining balance of such Allowed Tax Claim, in full,
at any time on or after the Effective Date, without premium or penalty. Any
Claim or demand for penalty relating to any Priority Tax Claim (other than a
penalty of the type specified in section 507(a)(8)(G) o the Bankruptcy Code)
shall be Disallowed, and the Holder of an Allowed Priority Tax Claim shall not
assess or attempt to collect such penalty from the Debtors, the Liquidation
Trust, the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors, the
Estates or any of their respective property.

         3.3      FEE CLAIMS.

                  Subject to the terms herein, and unless the Holder of an
Allowed Fee Claim agrees to receive other, less favorable treatment, each Holder
of an Allowed Fee Claim shall receive 100% of the unpaid allowed amount of such
Claim in Cash on or as soon as reasonably practicable after the Initial
Distribution Date.

         3.4      OFC AND OIC TAX CLAIMS.

                  To the extent that OFC and OIC are included under this Plan,
all OFC and OIC Tax Claims shall be Unimpaired and shall continue to be valid
and fully enforceable against Reorganized Sale Debtor after the Effective Date.

                                       27



                                   ARTICLE IV.

          CLASSIFICATION, TREATMENT AND VOTING OF CLAIMS AND INTERESTS

         4.1      SUMMARY.

                  The classification of Claims and Interests against the Debtors
                  pursuant to the Plan is as follows:



 CLASS                   CLAIM                   STATUS          VOTING RIGHTS
- --------    -------------------------------    ----------    ---------------------
                                                    
Class 1     Priority Non-Tax Claims            Unimpaired    Not Entitled to Vote;
                                                             Deemed to Accept

Class 2A    Secured Tax Claims                 Unimpaired    Not Entitled to Vote;
                                                             Deemed to Accept

Class 2B    1997 Bonds Secured Claims          Unimpaired    Not Entitled to Vote;
                                                             Deemed to Accept

Class 2C    1998 Bonds Secured Claims          Unimpaired    Not Entitled to Vote;
                                                             Deemed to Accept

Class 2D    Auto Secured Claims                Unimpaired    Not Entitled to Vote;
                                                             Deemed to Accept

Class 2E    Carolina Secured Claims            Unimpaired    Not Entitled to Vote;
                                                             Deemed to Accept

Class 2F    First American Secured Claims      Unimpaired    Not Entitled to Vote;
                                                             Deemed to Accept

Class 2G    Foothill Secured Claims            Unimpaired    Not Entitled to Vote;
                                                             Deemed to Accept

Class 2J    Thomas Secured Claims              Unimpaired    Not Entitled to Vote;
                                                             Deemed to Accept

Class 2K    U.S. Bank Secured Claims           Unimpaired    Not Entitled to Vote;
                                                             Deemed to Accept

Class 2L    Other Secured and Setoff Claims    Unimpaired    Not Entitled to Vote;
                                                             Deemed to Accept

Class 3     Convenience Claims                 Impaired      Entitled to Vote

Class 4A    Senior Notes Claims                Impaired      Entitled to Vote

Class 4B    Junior Notes Claims                Impaired      Entitled to Vote

Class 4C    REMIC Guarantee Claims             Impaired      Entitled to Vote

Class 4D    Litigation Claims                  Impaired      Entitled to Vote


                                       28



                                                    
Class 4E    Other Unsecured Claims             Impaired      Entitled to Vote

Class 6A    Non-Debtor-Held Interests          Impaired      Entitled to Vote



         4.2      CLASS 1 (PRIORITY NON-TAX CLAIMS).

                  Classification: Class 1 shall consist of all Priority Non-Tax
Claims.

                  Treatment: Subject to the terms herein, and unless the Holder
of an Allowed Priority Non-Tax Claim agrees to receive other, less favorable
treatment, each Holder of an Allowed Priority Non-Tax Claim shall be paid 100%
of the unpaid amount of such Allowed Priority Non-Tax Claim in Cash on or as
soon as reasonably practicable after the Initial Distribution Date.

                  Voting: Class 1 is an Unimpaired Class, and Holders of Class 1
Claims are not entitled to vote.

         4.3      CLASS 2A (SECURED TAX CLAIMS).

                  Classification: Class 2A shall consist of all Secured Tax
Claims, to the extent (i) validly perfected under applicable non-bankruptcy law
prior to the Petition Date or validly perfected after the Petition Date in
accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise
enforceable against the Debtors' Estates or the property thereof.

                  Treatment: Subject to the provisions of sections 502(b)(3) and
506(d) of the Bankruptcy Code and herein, each Holder of an Allowed Secured Tax
Claim shall receive (i) under the Sale Option, 100% of the unpaid amount of such
Allowed Secured Tax Claim in Cash; or (ii) under the Stand Alone Option, at the
option of the Reorganized Stand Alone Debtors: (a) 100% of the Net Proceeds from
the sale of the relevant collateral, up to the unpaid amount of such Allowed
Claim (with such payments to be made, if applicable, from accounts set up by the
Debtors, during the Chapter 11 Cases, in connection with the sale of such
collateral), subject to applicable inter-creditor lien priorities; (c) the
reinstatement of the Claim in accordance with section 1124(2) of the Bankruptcy
Code; (d) the indubitable equivalent of such Claim in accordance with section
1129(b)(2)(A)(iii) of the Bankruptcy Code; (e) such other, less favorable,
treatment as shall be agreed to between the Holder of such Claim and the
Reorganized Stand Alone Debtors; and (f) such other, less favorable, treatment
as is determined by Final Order of the Bankruptcy Court. Such distribution, if
required, shall be made on or as soon as reasonably practicable after the
Initial Distribution Date (subject, if applicable, to the receipt by the
Reorganized Stand Alone Debtors or the Liquidation Trust of the Net Proceeds of
the sale of the relevant collateral).

                  Voting: Class 2A is an Unimpaired Class, and Holders of Class
2A Claims are not entitled to vote.

                                       29



         4.4      CLASS 2B (1997 BONDS SECURED CLAIMS).

                  Classification: Class 2B shall consist of all 1997 Bonds
Secured Claims, to the extent (i) validly perfected under applicable
non-bankruptcy law prior to the Petition Date or validly perfected after the
Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii)
otherwise enforceable against the Debtors' Estates or the property thereof.

                  Treatment: Subject to the provisions of sections 502(b)(3) and
506(d) of the Bankruptcy Code and herein, the Holder of the Allowed 1997 Bonds
Secured Claim shall receive (i) under the Sale Option, 100% of the unpaid amount
of such Allowed 1997 Bonds Secured Claim in Cash; or (ii) under the Stand Alone
Option, at the option of the Reorganized Stand Alone Debtors: (a) 100% of the
Net Proceeds from the sale of the relevant collateral, up to the unpaid amount
of such Allowed Claim (with such payments to be made, if applicable, from
accounts set up by the Debtors, during the Chapter 11 Cases, in connection with
the sale of such collateral), subject to applicable inter-creditor Lien
priorities; (c) the reinstatement of the Claim in accordance with section
1124(2) of the Bankruptcy Code; (d) the indubitable equivalent of such Claim in
accordance with section 1129(b)(2)(A)(iii) of the Bankruptcy Code; (e) such
other, less favorable, treatment as shall be agreed to between the Holder of
such Claim and the Reorganized Stand Alone Debtors; and (f) such other, less
favorable, treatment as is determined by Final Order of the Bankruptcy Court.
Such distribution, if required, shall be made on or as soon as reasonably
practicable after the Initial Distribution Date (subject, if applicable, to the
receipt by the Reorganized Stand Alone Debtors or the Liquidation Trust of the
Net Proceeds of the sale of the relevant collateral).

                  Voting: Class 2B is an Unimpaired Class, and Holders of Class
2B Claims are not entitled to vote.

         4.5      CLASS 2C (1998 BONDS SECURED CLAIMS).

                  Classification: Class 2C shall consist of all 1998 Bonds
Secured Claims, to the extent (i) validly perfected under applicable
non-bankruptcy law prior to the Petition Date or validly perfected after the
Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii)
otherwise enforceable against the Debtors' Estates or the property thereof.

                  Treatment: Subject to the provisions of sections 502(b)(3) and
506(d) of the Bankruptcy Code and herein, a Holder of an Allowed 1998 Bonds
Secured Claim shall receive (i) under the Sale Option, 100% of the unpaid amount
of such Allowed 1998 Bonds Secured Claim in Cash; or (ii) under the Stand Alone
Option, at the option of the Reorganized Stand Alone Debtors: (a) 100% of the
Net Proceeds from the sale of the relevant collateral, up to the unpaid amount
of such Allowed Claim (with such payments to be made, if applicable, from
accounts set up by the Debtors, during the Chapter 11 Cases, in connection with
the sale of such collateral), subject to applicable inter-creditor Lien
priorities; (c) the reinstatement of the Claim in accordance with the provisions
of section 1124(2) of the Bankruptcy Code; (d) the indubitable equivalent of
such Claim in accordance with section 1129(b)(2)(A)(iii) of the Bankruptcy Code;
(e) such other, less favorable, treatment as shall be agreed to between the
Holder of such Claim and the Reorganized Stand Alone Debtors; and (f) such
other, less favorable, treatment as is determined by Final Order of the
Bankruptcy Court. Such distribution, if required, shall be made

                                       30



on or as soon as reasonably practicable after the Initial Distribution Date
(subject, if applicable, to the receipt by the Reorganized Stand Alone Debtors
or the Liquidation Trust of the Net Proceeds of the sale of the relevant
collateral).

                  Voting: Class 2C is an Unimpaired Class, and Holders of Class
2C Claims are not entitled to vote.

         4.6      CLASS 2D (AUTO SECURED CLAIMS).

                  Classification: Class 2D shall consist of all Auto Secured
Claims, to the extent (i) validly perfected under applicable non-bankruptcy law
prior to the Petition Date or validly perfected after the Petition Date in
accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise
enforceable against the Debtors' Estates or the property thereof.

                  Treatment: Subject to the provisions of sections 502(b)(3) and
506(d) of the Bankruptcy Code and herein, a Holder of an Allowed Auto Secured
Claim shall receive (i) under the Sale Option, 100% of the unpaid amount of such
Allowed Auto Secured Claim in Cash; or (ii) under the Stand Alone Option, at the
option of the Reorganized Stand Alone Debtors: (a) 100% of the Net Proceeds from
the sale of the relevant collateral, up to the unpaid amount of such Allowed
Claim (with such payments to be made, if applicable, from accounts set up by the
Debtors, during the Chapter 11 Cases, in connection with the sale of such
collateral), subject to applicable inter-creditor Lien priorities; (c) the
reinstatement of the Claim in accordance with the provisions of section 1124(2)
of the Bankruptcy Code; (d) the indubitable equivalent of such Claim in
accordance with section 1129(b)(2)(A)(iii) of the Bankruptcy Code; (e) such
other, less favorable, treatment as shall be agreed to between the Holder of
such Claim and the Reorganized Stand Alone Debtors; and (f) such other, less
favorable, treatment as is determined by Final Order of the Bankruptcy Court.
Such distribution, if required, shall be made on or as soon as reasonably
practicable after the Initial Distribution Date (subject, if applicable, to the
receipt by the Reorganized Stand Alone Debtors or the Liquidation Trust of the
Net Proceeds of the sale of the relevant collateral).

                  Voting: Class 2D is an Unimpaired Class, and Holders of Class
2D Claims are not entitled to vote.

         4.7      CLASS 2E (CAROLINA SECURED CLAIMS).

                  Classification: Class 2E shall consist of all Carolina Secured
Claims, to the extent (i) validly perfected under applicable non-bankruptcy law
prior to the Petition Date or validly perfected after the Petition Date in
accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise
enforceable against the Debtors' Estates or the property thereof.

                  Treatment: Subject to the provisions of sections 502(b)(3) and
506(d) of the Bankruptcy Code and herein, a Holder of an Allowed Carolina
Secured Claim shall receive (i) under the Sale Option, 100% of the unpaid amount
of such Allowed Carolina Secured Claim in Cash; or (ii) under the Stand Alone
Option, at the option of the Reorganized Stand Alone Debtors: (a) 100% of the
Net Proceeds from the sale of the relevant collateral, up to the unpaid amount
of such Allowed Claim (with such payments to be made, if applicable, from
accounts set

                                       31



up by the Debtors, during the Chapter 11 Cases, in connection with the sale of
such collateral), subject to applicable inter-creditor Lien priorities; (c) the
reinstatement of the Claim in accordance with the provisions of section 1124(2)
of the Bankruptcy Code; (d) the indubitable equivalent of such Claim in
accordance with section 1129(b)(2)(A)(iii) of the Bankruptcy Code; (e) such
other, less favorable, treatment as shall be agreed to between the Holder of
such Claim and the Reorganized Stand Alone Debtors; and (f) such other, less
favorable, treatment as is determined by Final Order of the Bankruptcy Court.
Such distribution, if required, shall be made on or as soon as reasonably
practicable after the Initial Distribution Date (subject, if applicable, to the
receipt by the Reorganized Stand Alone Debtors or the Liquidation Trust of the
Net Proceeds of the sale of the relevant collateral).

                  Voting: Class 2E is an Unimpaired Class, and Holders of Class
2E Claims are not entitled to vote.

         4.8      CLASS 2F (FIRST AMERICAN SECURED CLAIMS).

                  Classification: Class 2F shall consist of all First American
Secured Claims, to the extent (i) validly perfected under applicable
non-bankruptcy law prior to the Petition Date or validly perfected after the
Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii)
otherwise enforceable against the Debtors' Estates or the property thereof.

                  Treatment: Subject to the provisions of sections 502(b)(3) and
506(d) of the Bankruptcy Code and herein, the Holder of the Allowed First
American Secured Claim shall receive (i) under the Sale Option, 100% of the
unpaid amount of such Allowed First American Secured Claim in Cash; or (ii)
under the Stand Alone Option, at the option of the Reorganized Stand Alone
Debtors: (a) 100% of the Net Proceeds from the sale of the relevant collateral,
up to the unpaid amount of such Allowed Claim (with such payments to be made, if
applicable, from accounts set up by the Debtors, during the Chapter 11 Cases, in
connection with the sale of such collateral), subject to applicable
inter-creditor Lien priorities; (c) the reinstatement of the Claim in accordance
with provisions of section 1124(2) of the Bankruptcy Code; (d) the indubitable
equivalent of such Claim in accordance with section 1129(b)(2)(A)(iii) of the
Bankruptcy Code; (e) such other, less favorable, treatment as shall be agreed to
between the Holder of such Claim and the Reorganized Stand Alone Debtors; and
(f) such other, less favorable, treatment as is determined by Final Order of the
Bankruptcy Court. Such distribution, if required, shall be made on or as soon as
reasonably practicable after the Initial Distribution Date (subject, if
applicable, to the receipt by the Reorganized Stand Alone Debtors or the
Liquidation Trust of the Net Proceeds of the sale of the relevant collateral).

                  Voting: Class 2F is an Unimpaired Class, and Holders of the
Class 2F Claims are not entitled to vote.

         4.9      CLASS 2G (FOOTHILL SECURED CLAIMS).

                  Classification: Class 2G shall consist of all Foothill Secured
Claims, to the extent (i) validly perfected under applicable non-bankruptcy law
prior to the Petition Date or validly perfected after the Petition Date in
accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise
enforceable against the Debtors' Estates or the property thereof.

                                       32



                  Treatment: Subject to the provisions of sections 502(b)(3) and
506(d) of the Bankruptcy Code and herein, a Holder of an Allowed Foothill
Secured Claim shall receive (a) under the Sale Option, 100% of the unpaid amount
of such Allowed Claim in accordance with section 5.03 of the Purchase Agreement;
or (ii) under the Stand Alone Option, at the option of the Reorganized Stand
Alone Debtors: (b) the reinstatement of the Claim in accordance with the
provisions of section 1124(2) of the Bankruptcy Code; (c) the indubitable
equivalent of such Claim in accordance with section 1129(b)(2)(A)(iii) of the
Bankruptcy Code; (d) such other, less favorable, treatment as shall be agreed to
between the Holder of such Claim and the Reorganized Stand Alone Debtors; and
(e) such other, less favorable, treatment as is determined by Final Order of the
Bankruptcy Court. Such distribution, if required, shall be made on or as soon as
reasonably practicable after the Initial Distribution Date.

                  Voting: Class 2G is an Unimpaired Class, and Holders of Class
2G Claims are not entitled to vote.

         4.10     INTENTIONALLY OMITTED.

         4.11     INTENTIONALLY OMITTED.

         4.12     CLASS 2J (THOMAS SECURED CLAIMS).

                  Classification: Class 2J shall consist of all Thomas Secured
Claims, to the extent (i) validly perfected under applicable non-bankruptcy law
prior to the Petition Date or validly perfected after the Petition Date in
accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise
enforceable against the Debtors' Estates or the property thereof.

                  Treatment: Subject to the provisions of sections 502(b)(3) and
506(d) of the Bankruptcy Code and herein, a Holder of an Allowed Thomas Secured
Claim shall receive (i) under the Sale Option, 100% of the unpaid amount of such
Allowed Thomas Secured Claim in Cash; or (ii) under the Stand Alone Option, at
the option of the Reorganized Stand Alone Debtors: (a) 100% of the Net Proceeds
from the sale of the relevant collateral, up to the unpaid amount of such
Allowed Claim (with such payments to be made, if applicable, from accounts set
up by the Debtors, during the Chapter 11 Cases, in connection with the sale of
such collateral), subject to applicable inter-creditor Lien priorities; (c) the
reinstatement of the Claim in accordance with the provisions of section 1124(2)
of the Bankruptcy Code; (d) the indubitable equivalent of such Claim in
accordance with section 1129(b)(2)(A)(iii) of the Bankruptcy Code; (e) such
other, less favorable, treatment as shall be agreed to between the Holder of
such Claim and the Reorganized Stand Alone Debtors; and (f) such other, less
favorable, treatment as is determined by Final Order of the Bankruptcy Court.
Such distribution, if required, shall be made on or as soon as reasonably
practicable upon the Initial Distribution Date (subject, if applicable, to the
receipt by the Reorganized Stand Alone Debtors or the Liquidation Trust of the
Net Proceeds of the sale of the relevant collateral).

                  Voting: Class 2J is an Unimpaired Class, and Holders of Class
2J Claims are not entitled to vote.

                                       33



         4.13     CLASS 2K (U.S. BANK SECURED CLAIMS).

                  Classification: Class 2K shall consist of all U.S. Bank
Secured Claims, to the extent (i) validly perfected under applicable
non-bankruptcy law prior to the Petition Date or validly perfected after the
Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii)
otherwise enforceable against the Debtors' Estates or the property thereof.

                  Treatment: Subject to the provisions of sections 502(b)(3) and
506(d) of the Bankruptcy Code and herein, a Holder of an Allowed U.S. Bank
Secured Claim shall receive (i) under the Sale Option, 100% of the unpaid amount
of such Allowed U.S. Bank Secured Claim in Cash; or (ii) under the Stand Alone
Option, at the option of the Reorganized Stand Alone Debtors: (a) 100% of the
Net Proceeds from the sale of the relevant collateral, up to the unpaid amount
of such Allowed Claim (with such payments to be made, if applicable, from
accounts set up by the Debtors, during the Chapter 11 Cases, in connection with
the sale of such collateral), subject to applicable inter-creditor Lien
priorities; (c) the reinstatement of the Claim in accordance with the provisions
of section 1124(2) of the Bankruptcy Code; (d) the indubitable equivalent of
such Claim in accordance with section 1129(b)(2)(A)(iii) of the Bankruptcy Code;
(e) such other, less favorable, treatment as shall be agreed to between the
Holder of such Claim and the Reorganized Stand Alone Debtors; and (f) such
other, less favorable, treatment as is determined by Final Order of the
Bankruptcy Court. Such distribution, if required, shall be made on or as soon as
reasonably practicable after the Initial Distribution Date (subject, if
applicable, to the receipt by the Reorganized Stand Alone Debtors or the
Liquidation Trust of the Net Proceeds of the sale of the relevant collateral).

                  Voting: Class 2K is an Unimpaired Class, and Holders of Class
2K Claims are not entitled to vote.

         4.14     CLASS 2L (OTHER SECURED AND SETOFF CLAIMS).

                  Classification: Class 2L shall consist of all Other Secured
and Setoff Claims, to the extent (i) validly perfected under applicable
non-bankruptcy law prior to the Petition Date or validly perfected after the
Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii)
otherwise enforceable against the Debtors' Estates or the property thereof.

                  Treatment: Subject to the provisions of sections 502(b)(3) and
506(d) of the Bankruptcy Code and herein, each Holder of an Allowed Other
Secured and Setoff Claim shall receive (i) under the Sale Option, 100% of the
unpaid amount of such Allowed Other Secured and Setoff Claim in Cash; or (ii)
under the Stand Alone Option, at the option of the Reorganized Stand Alone
Debtors: (a) 100% of the Net Proceeds from the sale of the relevant collateral,
up to the unpaid amount of such Allowed Claim (with such payments to be made, if
applicable, from accounts set up by the Debtors, during the Chapter 11 Cases, in
connection with the sale of such collateral), subject to applicable
inter-creditor Lien priorities; (c) the reinstatement of the Claim in accordance
with the provisions of section 1124(2) of the Bankruptcy Code; (d) the
indubitable equivalent of such Claim in accordance with section
1129(b)(2)(A)(iii) of the Bankruptcy Code; (e) such other, less favorable,
treatment as shall be agreed to between the Holder of such Claim and the
Reorganized Stand Alone Debtors; and (f) such other, less favorable, treatment
as is determined by Final Order of the Bankruptcy Court. Such distribution, if
required, shall be made

                                       34



on or as soon as reasonably practicable after the Initial Distribution Date
(subject, if applicable, to the receipt by the Reorganized Stand Alone Debtors
or the Liquidation Trust of the Net Proceeds of the sale of the relevant
collateral). To the extent a Claim is partially an Allowed Other Secured and
Setoff Claim based on an offset right and partially an Allowed Claim of another
type, such Other Secured and Setoff Claim shall be deemed to have been (x)
setoff only to the extent of the allowed amount of the allowed, liquidated,
nondisputed, noncontingent claim owing to the Debtors, Liquidation Trust, the
Reorganized Sale Debtors or the Reorganized Stand Alone Debtors and (y) a Claim
classified in another relevant Class for any excess of such Claim over the
amount so set off. If a Claim is a fully Secured Claim based on an offset right,
the allowance of such Claim shall not affect any obligations or liabilities due
and payable (at such time) to the Debtors, Liquidation Trust, the Reorganized
Sale Debtors or the Reorganized Stand Alone Debtors that are in an amount in
excess of the amount validly offset and the payment, in full and in cash, of all
amounts due and owing as of the Effective Date to the Debtors, Liquidation
Trust, the Reorganized Sale Debtors or the Reorganized Stand Alone Debtors and
the turnover of any property of the Debtors, Liquidation Trust, the Reorganized
Sale Debtors or the Reorganized Stand Alone Debtors held by such claimant on
account of any unliquidated, disputed or contingent right of setoff shall be a
precondition of the allowance of such Other Secured and Setoff Claim.

                  Voting: Class 2L is an Unimpaired Class, and Holders of Class
2L Claims are not entitled to vote.

         4.15     CLASS 3 (CONVENIENCE CLAIMS).

                  Classification: Class 3 shall consist of all Convenience
Claims.

                  Treatment: Subject to the terms herein and unless the Holder
of an Allowed Class 3 Claim makes a Convenience Class Opt-Out Election or agrees
to receive other, less favorable treatment, a Holder of an Allowed Claim in this
Class, including Holders of Other Unsecured Claims making a Convenience Class
Opt-In Election, shall receive, in full satisfaction, settlement, release, and
discharge of and in exchange for such Claim, 25% of the unpaid amount of such
Allowed Class 3 Claim in Cash on or as soon as reasonably practicable after the
Initial Distribution Date.

                  Voting: Class 3 is an Impaired Class, and Holders of Class 3
Claims are entitled to vote. The Convenience Class Election must be made at the
time of balloting for voting to accept or reject the Plan and clearly indicated
on the Holder's Ballot and any such election for treatment as a Convenience
Claim through a Convenience Class Opt-In Election shall count as a vote for the
Plan; provided, however, that, if any Claim that is otherwise eligible for the
Convenience Class Election is a Disputed Claim at the time of balloting, the
Convenience Class Election may be made in a Final Order allowing such Claim.
Once a Convenience Class Election has been made with respect to a Claim, such
election shall be irrevocable; provided, however, that a Convenience Class
Election can be changed or made upon the written consent of the Debtors, prior
to the Effective Date, and the Liquidation Trust (under the Sale Option) or the
Reorganized Stand Alone Debtors (under the Stand Alone Option), after the
Effective Date. Whether a Holder of a Claim has properly made a Convenience
Class Election shall have no effect on whether such Claim is or may become a
Disputed Claim or an Allowed Claim.

                                       35



         4.16     CLASS 4A (SENIOR NOTES CLAIMS).

                  Classification: Class 4A shall consist of all Senior Notes
Claims.

                  Treatment: Subject to the terms herein and unless the Holder
of an Allowed Class 4A Claim who is the beneficial holder of such Class 4A Claim
agrees to receive other, less favorable treatment, such Holder of an Allowed
Claim in this Class shall receive, in full satisfaction, settlement, release,
and discharge of and in exchange for such Claim: (i) under both the Sale Option
and the Stand Alone Option, a beneficial interest in the Liquidation Trust in a
proportion Ratable to other Allowed Claims in Class 4A, Class 4B, Class 4C,
Class 4D and Class 4E; and (ii) under the Stand Alone Option, a portion of the
10,000,000 shares of New Common Stock to be issued pursuant to the Plan, in an
amount that is Ratable to other Allowed Claims in Class 4A, Class 4B, Class 4C,
Class 4D and Class 4E. Such distributions, shall be made on or as soon as
reasonably practicable after the Initial Distribution Date, subject to the
establishment of appropriate reserves for Disputed Claims in accordance with the
provisions of the Plan, including reserves of New Common Stock held by the Stand
Alone Voting Trust.

                  Voting: Class 4A is an Impaired Class, and Holders of Allowed
Class 4A Claims who are the beneficial holders of such Class 4A Claims are
entitled to vote.

         4.17     CLASS 4B (JUNIOR NOTES CLAIMS).

                  Classification: Class 4B shall consist of all Junior Notes
Claims.

                  Treatment: Subject to the terms herein and unless a Holder of
an Allowed Class 4B Claim who is the beneficial holder of such Class 4B Claim
agrees to receive other, less favorable treatment, such Holder of an Allowed
Claim in this Class shall receive, in full satisfaction, settlement, release,
and discharge of and in exchange for such Claim: (i) under both the Sale Option
and the Stand Alone Option, a beneficial interest in the Liquidation Trust in a
proportion Ratable to other Allowed Claims in Class 4A, Class 4B, Class 4C,
Class 4D and Class 4E; and (ii) under the Stand Alone Option, a portion of the
10,000,000 shares of New Common Stock to be issued pursuant to the Plan, in an
amount that is Ratable to other Allowed Claims in Class 4A, Class 4B, Class 4C,
Class 4D and Class 4E. Such distributions, shall be made on or as soon as
reasonably practicable after the Initial Distribution Date, subject to the
establishment of appropriate reserves for Disputed Claims in accordance with the
provisions of the Plan, including reserves of New Common Stock held by the Stand
Alone Voting Trust.

                  Voting: Class 4B is an Impaired Class, and Holders of Allowed
Class 4B Claims who are the beneficial holders of such Class 4B Claims are
entitled to vote.

         4.18     CLASS 4C (REMIC GUARANTEE CLAIMS).

                  Classification: Class 4C shall consist of all REMIC Guarantee
Claims.

                  Treatment: Subject to the terms herein and unless a Holder of
an Allowed Class 4C Claim agrees to receive other, less favorable treatment,
such Holder of an Allowed Claim in this Class shall receive, in full
satisfaction, settlement, release, and discharge of and in exchange

                                       36



for such Claim: (i) under both the Sale Option and the Stand Alone Option, a
beneficial interest in the Liquidation Trust in a proportion Ratable to other
Allowed Claims in Class 4A, Class 4B, Class 4C, Class 4D and Class 4E; and (ii)
under the Stand Alone Option, a portion of the 10,000,000 shares of New Common
Stock to be issued pursuant to the Plan, in an amount that is Ratable to other
Allowed Claims in Class 4A, Class 4B, Class 4C, Class 4D and Class 4E. Such
distributions, shall be made on or as soon as reasonably practicable after the
Initial Distribution Date, subject to the establishment of appropriate reserves
for Disputed Claims in accordance with the provisions of the Plan, including
reserves of New Common Stock held by the Stand Alone Voting Trust. This
treatment shall not prohibit the surrender of REMIC Certificates or interests
therein to the Liquidation Trust (under the Sale Option) or the Reorganized Sale
Debtors (under the Stand Alone Option) in connection with the resolution of
Disputed Class 4C Claims.

                  Voting: Class 4C is an Impaired Class, and Holders of Allowed
Class 4C Claims who are the beneficial holders of such Class 4C Claims are
entitled to vote.

         4.19     CLASS 4D (LITIGATION CLAIMS).

                  Classification: Class 4D shall consist of all Litigation
Claims.

                  Treatment: Subject to the terms herein and unless a Holder of
an Allowed Class 4D Claim agrees to receive other, less favorable treatment,
such Holder of an Allowed Claim in this Class shall receive, in full
satisfaction, settlement, release, and discharge of and in exchange for such
Claim: (i) under both the Sale Option and the Stand Alone Option, a beneficial
interest in the Liquidation Trust in a proportion Ratable to other Allowed
Claims in Class 4A, Class 4B, Class 4C, Class 4D and Class 4E; and (ii) under
the Stand Alone Option, a portion of the 10,000,000 shares of New Common Stock
to be issued pursuant to the Plan, in an amount that is Ratable to other Allowed
Claims in Class 4A, Class 4B, Class 4C, Class 4D and Class 4E. Such
distributions, shall be made on or as soon as reasonably practicable after the
Initial Distribution Date, subject to the establishment of appropriate reserves
for Disputed Claims in accordance with the provisions of the Plan, including
reserves of New Common Stock held by the Stand Alone Voting Trust.

                  Voting: Class 4D is an Impaired Class, and Holders of Allowed
Class 4D Claims are entitled to vote.

         4.20     CLASS 4E (OTHER UNSECURED CLAIMS).

                  Classification: Class 4E shall consist of all Other Unsecured
Claims.

                  Treatment: Subject to the terms herein and unless a Holder of
an Allowed Class 4E Claim makes a Convenience Class Opt-In Election or agrees to
receive other, less favorable treatment, such Holder of an Allowed Claim in this
Class shall receive, in full satisfaction, settlement, release, and discharge of
and in exchange for such Claim: (i) under both the Sale Option and the Stand
Alone Option, a beneficial interest in the Liquidation Trust in a proportion
Ratable to other Allowed Claims in Class 4A, Class 4B, Class 4C, Class 4D and
Class 4E; and (ii) under the Stand Alone Option, a portion of the 10,000,000
shares of New Common Stock to

                                       37



be issued pursuant to the Plan, in an amount that is Ratable to other Allowed
Claims in Class 4A, Class 4B, Class 4C, Class 4D and Class 4E. Such
distributions, shall be made on or as soon as reasonably practicable after the
Initial Distribution Date, subject to the establishment of appropriate reserves
for Disputed Claims in accordance with the provisions of the Plan, including
reserves of New Common Stock held by the Stand Alone Voting Trust.

                  Voting: Class 4E is an Impaired Class, and Holders of Allowed
Class 4E Claims are entitled to vote.

         4.21     INTENTIONALLY OMITTED.

         4.22     CLASS 6A (NON-DEBTOR-HELD INTERESTS).

                  Classification: Class 6 shall consist of all Non-Debtor-Held
Interests.

                  Treatment: Subject to the terms herein and unless the Holder
of an Allowed Class 6A Interest agrees to receive other, less favorable
treatment, such Holder of an Allowed Interest in this Class shall receive, in
full satisfaction, settlement, release, and discharge of and in exchange for
such Interest: (i) under the Sale Option, retention of its Interest in Oakwood;
or (ii) under the Stand Alone Option, a portion of the New Warrants to be issued
pursuant to the Plan, in an amount that is Ratable to other Allowed Interests in
Class 6A. Such distributions shall be made on or as soon as reasonably
practicable upon the Initial Distribution Date, subject to the establishment of
appropriate reserves under the Stand Alone Option for Disputed Interests in
accordance with the provisions of the Plan; provided, however, that no
distribution shall be made to Holders of Allowed Class 6A Interests if any of
Class 4A, Class 4B, Class 4C, Class 4D or Class 4E does not accept the Plan.

                  Voting: Class 6A is an Impaired Class, and all Holders of
Allowed Class 6A Claims are entitled to vote.

         4.23     INTENTIONALLY OMITTED.

                                   ARTICLE V.

                              CONDITIONS PRECEDENT

         5.1      CONDITIONS TO CONFIRMATION.

                           (a)      UNDER THE SALE OPTION.

                  Unless this condition is waived in accordance with the Plan,
the Confirmation Order and the Plan Supplement must be in form and substance
reasonably acceptable to the Debtors, the Creditors' Committee, the Buyer and
Berkshire, and the Confirmation Order shall:

                                    (i)      order, find, and decree that the
                                    Purchase Agreement and all other documents
                                    necessary to consummate the sale of the
                                    Purchased Business to the Buyer, including
                                    the documents

                                       38



                                    substantially in the form set forth in the
                                    Plan Supplement, are approved in all
                                    respects and that all parties thereto are
                                    authorized and directed to perform all of
                                    their obligations thereunder;

                                    (ii)     order, find, and decree that the
                                    sale of the Purchased Business to the Buyer
                                    pursuant to the Plan and the Purchase
                                    Agreement, including, without limitation,
                                    OSHC's rejection of the Subservicing
                                    Agreements, OSHC's assumption of the
                                    Servicing Agreements, and OSHC's assignment
                                    of the Servicing Agreements to Buyer (but
                                    only if such Subservicing Agreements and
                                    Servicing Agreement are not already the
                                    subjects of a separate order or orders of
                                    the Bankruptcy Court): (a) is in the best
                                    interests of all of the Debtors'
                                    constituencies, (b) maximizes the value of
                                    the Debtors' business enterprises, (c) is
                                    approved pursuant to Bankruptcy Code
                                    sections 105, 363, 365, 1123, and 1129, and
                                    (d) that the Buyer has acted in good faith
                                    for the purposes of Bankruptcy Code sections
                                    363(m) and 365;

                                    (iii)    order, find and decree that the
                                    Confirmation Order shall supersede any
                                    orders of the Court issued prior to the
                                    Confirmation Date to the extent that those
                                    prior orders may be inconsistent with the
                                    Confirmation Order;

                                    (iv)     order and decree that the Estates
                                    of the Debtors shall be substantively
                                    consolidated but only to the extent set
                                    forth in the Plan;

                                    (v)      authorize the implementation of the
                                    Plan in accordance with its terms;

                                    (vi)     provide that any transfers effected
                                    or mortgages or other security documents
                                    entered into or to be effected or entered
                                    into under the Plan shall be and are exempt
                                    from any state, city, or other municipality
                                    transfer taxes, mortgage recording taxes,
                                    and any other stamp or similar taxes
                                    pursuant to Bankruptcy Code section 1146(c);

                                    (vii)    approve in all respects the other
                                    settlements, transactions, and agreements to
                                    be effected pursuant to the Plan;

                                    (viii)   provide that all executory
                                    contracts or unexpired leases assumed by the
                                    Debtors and assigned during the Chapter 11
                                    Cases or under the Plan shall remain in full
                                    force and effect for the benefit of the
                                    assignee thereof notwithstanding any
                                    provisions in any contract or lease
                                    (including provisions of the kinds described
                                    in Bankruptcy Code section 365(b)(2) and
                                    (f)) that prohibit assignment or transfer
                                    thereof or that enable or require
                                    termination or modification of such contract
                                    or lease upon assignment thereof);

                                    (ix)     provide that (A) all executory
                                    contracts and unexpired leases of any Debtor
                                    that are listed in the Purchase Agreement as

                                       39



                                    executory contracts and unexpired leases to
                                    be assumed and assigned thereunder shall be
                                    deemed assumed by the Debtor that is a party
                                    thereto and assigned to the Buyer; and (B)
                                    effective as of the Petition Date, all other
                                    executory contracts and unexpired leases of
                                    the Debtors are subject to the treatment
                                    provided in Article IX of the Plan;

                                    (x)      provide that with respect to all
                                    assumptions and all assignments described or
                                    authorized in the preceding paragraph, all
                                    such contracts or leases shall remain in
                                    full force and effect for the benefit of the
                                    Buyer, the Reorganized Sale Debtors or the
                                    Liquidation Trust, as applicable,
                                    notwithstanding any provisions in any
                                    contract or lease (including provisions of
                                    the kinds described in Bankruptcy Code
                                    section 365(b)(2) and (f)) that prohibit
                                    assignment or transfer thereof or that
                                    enable or require termination or
                                    modification of such contract or lease upon
                                    assignment thereof;

                                    (xi)     establish the Liquidation Trust
                                    consistent with the terms of the Liquidation
                                    Trust Agreement and the Plan;

                                    (xii)    order, find and decree that the
                                    Transfers of Assets by the Debtors to the
                                    Buyer, the Reorganized Sale Debtors or the
                                    Liquidation Trust: (A) are or shall be
                                    legal, valid, and effective transfers of
                                    property; (B) vest or shall vest the
                                    transferee with good title to such property
                                    free and clear of all Liens, Claims,
                                    encumbrances, and Interests of any Person,
                                    except as expressly provided in the Plan,
                                    Purchase Agreement or Confirmation Order;
                                    (C) do not and shall not constitute
                                    avoidable transfers under the Bankruptcy
                                    Code or under applicable bankruptcy or
                                    non-bankruptcy law; and (D) do not and shall
                                    not subject the Buyer, the Reorganized Sale
                                    Debtors or the Liquidation Trust to any
                                    liability by reason of such transfer under
                                    the Bankruptcy Code or under applicable
                                    non-bankruptcy law, including any laws
                                    affecting successor or transferee liability
                                    or fraudulent conveyance or transfer laws;

                                    (xiii)   find that the Plan complies with
                                    all applicable provisions of the Bankruptcy
                                    Code, including that the Plan was proposed
                                    in good faith and that the Confirmation
                                    Order was not procured by fraud;

                                    (xiv)    order, find and decree that, unless
                                    otherwise explicitly stated in the Plan, all
                                    Claims related to the Debtors not otherwise
                                    discharged or released under the Plan, if
                                    any, shall become solely the responsibility
                                    of the Reorganized Sale Debtors and shall
                                    not be the responsibility or liability of
                                    the Liquidation Trust or the Buyer;

                                    (xv)     approve, in all respects, the Plan
                                    Supplement;

                                       40



                                    (xvi)    find that the provisions of
                                    Bankruptcy Code sections 1145 and 1146(c)
                                    apply to the transactions contemplated
                                    hereunder, if applicable; and

                                    (xvii)   appoint a Person to serve as the
                                    responsible officer and director for each of
                                    the Reorganized Sale Debtors empowered to
                                    take action without requiring the vote or
                                    consent of the Holders of Old Common Stock
                                    in accordance with applicable law.

                           (b)      UNDER THE STAND ALONE OPTION.

                  Unless this condition is waived in accordance with the Plan,
the Confirmation Order and the Plan Supplement must be in form and substance
reasonably acceptable to the Debtors, the Creditors' Committee and Berkshire,
and the Confirmation Order shall:

                                    (i)      include a provision authorizing the
                                    Reorganized Debtors to adopt and file their
                                    respective Amended and Restated Certificates
                                    of Incorporation and Amended and Restated
                                    Bylaws;

                                    (ii)     order, find and decree that the
                                    Confirmation Order shall supersede any
                                    orders of the Court issued prior to the
                                    Confirmation Date to the extent that those
                                    prior orders may be inconsistent with the
                                    Confirmation Order;

                                    (iii)    order and decree that the Estates
                                    of the Debtors shall be substantively
                                    consolidated but only to the extent set
                                    forth in the Plan;

                                    (iv)     include a provision authorizing the
                                    issuance of the New Common Stock and New
                                    Warrants, if necessary;

                                    (v)      establish the Liquidation Trust
                                    consistent with the terms of the Liquidation
                                    Trust Agreement and the Plan;

                                    (vi)     establish the Stand Alone Voting
                                    Trust consistent with the terms of the Stand
                                    Alone Voting Trust Agreement and the Plan;

                                    (vii)    order, find and decree that the
                                    Transfers of Assets by the Debtors to the
                                    Reorganized Stand Alone Debtors or the
                                    Liquidation Trust: (A) are or shall be
                                    legal, valid, and effective transfers of
                                    property; (B) vest or shall vest the
                                    transferee with good title to such property
                                    free and clear of all Liens, Claims,
                                    encumbrances, and Interests of any Person,
                                    except as expressly provided in the Plan,
                                    Purchase Agreement or Confirmation Order;
                                    (C) do not and shall not constitute
                                    avoidable transfers under the Bankruptcy
                                    Code or under applicable bankruptcy or
                                    non-bankruptcy law; and (D) do not and shall
                                    not subject the Reorganized Stand Alone
                                    Debtors or the Liquidation Trust to any
                                    liability by reason of such transfer under
                                    the Bankruptcy Code or under applicable
                                    non-bankruptcy law, including any laws
                                    affecting successor or transferee liability;

                                       41



                                    (viii)   find that the Plan complies with
                                    all applicable provisions of the Bankruptcy
                                    Code, including that the Plan was proposed
                                    in good faith and that the Confirmation
                                    Order was not procured by fraud;

                                    (ix)     order, find and decree that, unless
                                    otherwise explicitly stated in the Plan, all
                                    claims related to the Debtors not otherwise
                                    discharged or released under the Plan, if
                                    any, shall become solely the responsibility
                                    of the Reorganized Stand Alone Debtors and
                                    shall not be the responsibility or liability
                                    of the Liquidation Trust;

                                    (x)      find that confirmation of the Plan
                                    is not likely to be followed by the
                                    liquidation of the Reorganized Stand Alone
                                    Debtors or the need for further financial
                                    reorganization, expect as specifically
                                    provided in the Plan;

                                    (xi)     approve, in all respects, the Plan
                                    Supplement;

                                    (xii)    approve in all respects the other
                                    settlements, transactions, and agreements to
                                    be effectuated pursuant to the Plan,
                                    including the Exit Facility Agreement; and

                                    (xiii)   find that the provisions of
                                    Bankruptcy Code sections 1145 and 1146(c)
                                    apply to the transactions contemplated
                                    hereunder, if applicable.

         5.2      CONDITIONS TO CONSUMMATION.

                           (a)      UNDER THE SALE OPTION.

                  The Debtors intend to request that the Confirmation Order
include a finding by the Bankruptcy Court that, notwithstanding Bankruptcy Rule
3020(e), the Confirmation Order shall take effect immediately upon its entry and
shall be a Final Order. Notwithstanding the foregoing, the Plan may not be
consummated, and the Effective Date shall not occur, unless and until each of
the conditions set forth below is satisfied or waived (if and to the extent
permitted by the Plan) by the Debtors, the Creditors' Committee, the Buyer and
Berkshire (such waivers shall not be unreasonably withheld):

                                    (i)      after the entry of the Confirmation
                                    Order, no modifications shall have been made
                                    to the Plan except in accordance with its
                                    provisions with respect to its modification;

                                    (ii)     the Confirmation Date shall have
                                    occurred and the Confirmation Order, in a
                                    form consistent with Section 5.1(a), shall
                                    have been signed by the judge presiding over
                                    the Chapter 11 Cases and shall have become a
                                    Final Order;

                                    (iii)    all conditions precedent to the
                                    confirmation of the Plan in Section 5.1(a)
                                    of the Plan shall have been satisfied and
                                    shall continue to be satisfied;

                                       42



                                    (iv)     all actions, documents, and
                                    agreements necessary to implement the
                                    provisions of the Plan to be effectuated on
                                    or prior to the Effective Date, including
                                    any actions, documentation or agreements
                                    necessary for the release of any collateral
                                    pursuant to Section 5.03 of the Purchase
                                    Agreement, shall be reasonably satisfactory
                                    to the Debtors, the Creditors' Committee and
                                    (to the extent required by the Purchase
                                    Agreement) the Buyer, and such actions,
                                    documents, and agreements shall have been
                                    effected or executed and delivered. All
                                    documents to be contained in the Plan
                                    Supplement shall be completed and in final
                                    form and, as applicable, executed by the
                                    parties thereto and all conditions precedent
                                    contained in any of the foregoing shall have
                                    been satisfied or waived;

                                    (v)      all conditions to the closing under
                                    the Purchase Agreement shall have been
                                    satisfied or waived in accordance therewith,
                                    and the closing is prepared to occur on the
                                    Effective Date; and

                                    (vi)     the Debtors shall have sufficient
                                    Cash on hand (or will have sufficient Cash
                                    immediately upon the closing of the Purchase
                                    Agreement) to make distributions of Cash
                                    required pursuant to the Plan on the Initial
                                    Distribution Date and to fund reasonably
                                    anticipated expenses of the Liquidation
                                    Trust.

                           (b)      UNDER THE STAND ALONE OPTION.

                  The Debtors intend to request that the Confirmation Order
include a finding by the Bankruptcy Court that, notwithstanding Bankruptcy Rule
3020(e), the Confirmation Order shall take effect immediately upon its entry and
shall be a Final Order. Notwithstanding the foregoing, the Plan may not be
consummated, and the Effective Date shall not occur, unless and until each of
the conditions set forth below is satisfied or waived (if and to the extent
permitted by the Plan) by the Debtors, the Creditors' Committee and Berkshire
(such waivers shall not be unreasonably withheld):

                                    (i)      after the entry of the Confirmation
                                    Order, no modifications shall have been made
                                    to the Plan except in accordance with its
                                    provisions with respect to its modification;

                                    (ii)     the Confirmation Date shall have
                                    occurred and the Confirmation Order, in a
                                    form consistent with Section 5.1(b), shall
                                    have been signed by the judge presiding over
                                    the Chapter 11 Cases and shall have become a
                                    Final Order;

                                    (iii)    all conditions precedent to the
                                    confirmation of the Plan in Section 5.1(b)
                                    of the Plan shall have been satisfied and
                                    shall continue to be satisfied;

                                    (iv)     all actions, documents, and
                                    agreements necessary to implement the
                                    provisions of the Plan to be effectuated on
                                    or prior to the Effective Date shall be
                                    reasonably satisfactory to the

                                       43



                                    Debtors, the Creditors' Committee and
                                    Berkshire, and such actions, documents, and
                                    agreements shall have been effected or
                                    executed and delivered. All documents to be
                                    contained in the Plan Supplement shall be
                                    completed and in final form and, as
                                    applicable, executed by the parties thereto
                                    and all conditions precedent contained in
                                    any of the foregoing shall have been
                                    satisfied or waived;

                                    (v)      the Debtors shall have sufficient
                                    Cash on hand (or investments projected by
                                    the Debtors to provide timely Cash) to make
                                    distributions of Cash required pursuant to
                                    the Plan on the Initial Distribution Date
                                    and to fund reasonably anticipated expenses
                                    of the Liquidation Trust;

                                    (vi)     the Debtors have established the
                                    Liquidation Trust; and

                                    (vii)    the Debtors have entered into the
                                    necessary agreements and may commence
                                    borrowing under the Exit Facility.

         5.3      WAIVER OF CONDITIONS.

                  The waiver of any condition set forth in this Article V may be
made without further notice or order of the Bankruptcy Court.

         5.4      EFFECT OF NONOCCURRENCE OF THE CONDITIONS TO CONSUMMATION.

                  If each of the conditions to consummation and the occurrence
of the Effective Date has not been satisfied or duly waived in accordance with
the Plan on or before the first Business Day that is more than ninety (90) days
after the Confirmation Date, or such later date as shall be agreed by the
Debtors, the Creditors' Committee and Berkshire, the Debtors may schedule a
status hearing with the Bankruptcy Court. If the Confirmation Order is
ultimately vacated, the Plan shall be null and void in all respects, and nothing
contained in the Plan shall constitute an admission, a waiver or release of any
Claims against or Interests in any of the Debtors.

                                   ARTICLE VI.

                                 IMPLEMENTATION

                  In addition to the provisions set forth elsewhere in the Plan,
the following shall constitute the means of execution and implementation of the
Plan. The Sale Option shall be implemented unless the Purchase Agreement is
terminated by its terms; provided, however, that the Debtors may not terminate
the Purchase Agreement, and thereby consummate the Plan pursuant to the Stand
Alone Option, without the consent of the Creditors' Committee, which consent
shall not be unreasonably withheld. If the Purchase Agreement is terminated by
its terms, the Plan will be implemented according to the Stand Alone Option.

                                       44



         6.1      PLAN IMPLEMENTATION UNDER THE SALE OPTION.

                           (a)      CONSUMMATION OF SALE TRANSACTION.

                           Entry of the Confirmation Order shall constitute the
Bankruptcy Court's approval of the Purchase Agreement and the transactions to be
entered into, and actions to be taken, thereunder pursuant to sections 363, 365,
1123, 1129, 1145 and 1146(c) of the Bankruptcy Code. The Debtors shall sell and
Transfer the Purchased Business to the Buyer in accordance with the Purchase
Agreement.

                           (b)      AUTHORIZATION OF THE SALE TRANSACTION.

                           The confirmation of this Plan shall authorize the
consummation of all transactions contemplated by the Purchase Agreement with no
requirement of any further authorization by the boards of directors,
shareholders, members, managers, partners or general partners of any of the
Debtors. Upon confirmation, the appropriate officers of the Debtors shall be
authorized to execute any and all documents and perform any and all acts
necessary and appropriate to consummate all transactions contemplated by the
Purchase Agreement.

                           (c)      REVESTING AND TRANSFER OF ASSETS.

                           Pursuant to Bankruptcy Code section 1141(b), the
assets and property of the Estates and of the Debtors shall vest or revest, such
that: (i) on the Effective Date, the Purchase Consideration, less the
Reorganized Sale Debtors Capitalization Amount, and the Excluded Sale Trust
Assets, including any value associated with Debtor Suburban Home Sales, Inc. to
the extent such value is an Excluded Asset, shall vest in the Liquidation Trust;
and (ii) on the Effective Date, the Excluded Sale Debtor Assets and the
Reorganized Sale Debtors Capitalization Amount shall vest or revest in the
Reorganized Sale Debtors; provided, however, that the Liquidation Trust may
abandon or otherwise not accept any Excluded Sale Trust Assets that the
Liquidation Trust believes, in good faith, have no value to the Liquidation
Trust. Any Excluded Sale Trust Assets which the Liquidation Trust abandons or
otherwise does not accept shall not vest or revest in the Liquidation Trust and
shall vest or revest in the Reorganized Sale Debtors.

                           As of the Effective Date, all Assets vested or
revested in the Liquidation Trust or the Reorganized Sale Debtors, and all
assets and property dealt with by the Plan, including all Assets transferred to
the Buyer pursuant to the Purchase Agreement, shall be free and clear of all
Claims, Liens, and interests except as otherwise specifically provided in the
Plan or in the Confirmation Order. Any property of any non-debtor affiliates of
the Debtors, and any Claims and Liens against any non-debtor affiliates of the
Debtors or their respective properties shall not be affected or impaired by the
operation of the Plan, the Confirmation Order, or otherwise except as
specifically provided herein.

                           Additionally, as of the Effective Date, under the
Sale Option, all of the Estates' rights, benefits, duties and obligations under
the Purchase Agreement arising after the closing of the Purchase Agreement shall
be assumed by, assigned to and vest in the Liquidation Trust.

                                       45



                           (d)      MERGER OF DEBTORS AND VESTING OF ASSETS IN
                                    REORGANIZED SALE DEBTORS.

                  The Debtors' anticipate that, on the Effective Date, the
Reorganized Sale Debtors may or may not each remain organized as they were prior
to the Petition Date under the applicable state law of each of their respective
jurisdictions of organization, except to the extent a different corporate
structure is determined to benefit the Reorganized Sale Debtors or the
Liquidation Trust and/or such entities have not previously been merged,
liquidated or dissolved in accordance with applicable law prior to the Effective
Date. Pursuant to the Plan, each of the surviving Reorganized Sale Debtors will
be governed by an independent and disinterested Person selected by the Debtors
with the consent of the Creditors' Committee and Berkshire, which consent shall
not be unreasonably withheld, and identified in the Plan Supplement, as each
Reorganized Sale Debtors' sole officer, director or similar appropriate capacity
under state law; provided, however, that an outstanding Fee Claim shall not
render a Person ineligible to serve as the sole officer and director of any of
the Reorganized Sale Debtors. Such individual shall be empowered to take all
necessary and appropriate corporate actions without further meetings or voting
by shareholders, members, partners, or holders of ownership interests. If
Oakwood Financial Corporation is not a debtor under the Bankruptcy Code as of
the Effective Date, Reorganized Sale OKWD shall retain the stock of Oakwood
Financial Corporation. If Oakwood Financial Corporation is a debtor under the
Bankruptcy Code on the Effective Date, its plan of reorganization shall provide
for the ownership of its stock by the Reorganized Sale Debtors.

                           (e)      TREATMENT OF OLD COMMON STOCK, INTERESTS AND
                                    BENEFICIAL INTEREST IN THE LIQUIDATION
                                    TRUST.

                           On the Effective Date, the shares of Old Common Stock
shall remain outstanding pursuant to the terms of the Plan; provided, however,
that the rights of Holders of Old Common Stock may be altered to effectuate the
purposes of the Plan. The Reorganized Sale Debtors likely will be dissolved in
accordance with state law, in which event the shares of Old Common Stock shall
not be transferable, shall not be listed on any exchange, and no periodic
reports will be filed with the Securities and Exchange Commission. The
beneficial interests of the Liquidation Trust issued pursuant to the Plan shall
be issued pursuant to the exemption from securities registration contained in
section 1145 of the Bankruptcy Code. Any securities issued or transferred by the
Reorganized Sale Debtors or the Liquidation Trust shall be issued or transferred
pursuant to the exemption from securities registration contained in section 1145
of the Bankruptcy Code and shall be exempt from taxes pursuant to section
1146(c) of the Bankruptcy Code.

                           (f)      CONSIDERATIONS REGARDING THE ADDITIONAL
                                    DEBTORS.

                           In order to consummate the sale under the Purchase
Agreement three more entities wholly owned by the Debtors--Oakwood Financial
Corporation, Oakwood Investment Corporation and Oakwood Servicing Holdings Co.,
LLC. (and potentially other similar entities) may become debtors and may file
motions and plans of reorganization to facilitate certain transfers. These
entities are special purpose entities with limited activities and their filings
and bankruptcy cases, even if substantively consolidated with the Debtors, would
not have a material effect on distributions to creditors.

                                       46



                           Pursuant to the Plan or a separate motion, OHSC
shall, under sections 105, 363 and 365 of the Bankruptcy Code, as of the
Effective Date, (i) reject the Subservicing Agreements, (ii) assume the
Servicing Agreements, and (iii) assign the Servicing Agreements to the Buyer in
accordance with Section 4.13 of the Purchase Agreement. To the extent the
Subservicing Agreements and Servicing Agreement are not already the subjects of
a separate order or orders of the Bankruptcy Court, the Plan shall constitute a
motion for authority to reject the Subservicing Agreements and to assume and
assign the Servicing Agreements in accordance with Section 4.13 of the Purchase
Agreement.

                           (g)      DISTRIBUTIONS OF CASH.

                           The Liquidation Trust shall be responsible for making
all distribution of Cash to Holders of Allowed Administrative Claims, Allowed
Priority Tax Claims, Allowed Class 1 Claims, Allowed Class 2 Claims and Allowed
Class 3 Claims, subject to appropriate reserves as described in Section 8.2 of
the Plan.

         6.2      PLAN IMPLEMENTATION UNDER THE STAND ALONE OPTION.

                           (a)      VESTING OF ASSETS.

                           Pursuant to section 1141(b) of the Bankruptcy Code,
except for the Initial Stand Alone Trust Assets, as otherwise provided in the
Plan, property of the Estates and of the Debtors shall revest, such that: (i) on
the Effective Date, the Initial Stand Alone Trust Assets shall vest in the
Liquidation Trust; and (ii) on the Effective Date, all of the Assets other than
the Initial Stand Alone Trust Assets shall vest or revest in the Reorganized
Stand Alone Debtors.

                           As of the Effective Date, all Assets vested or
revested in the Liquidation Trust or the Reorganized Stand Alone Debtors, and
all assets and property dealt with by the Plan, shall be free and clear of all
Claims, Liens, and interests except as otherwise specifically provided in the
Plan or in the Confirmation Order. Any property of any non-debtor affiliates of
the Debtors, and any Claims and Liens against any non-debtor affiliates of the
Debtors or their respective properties shall not be affected or impaired by the
operation of the Plan, the Confirmation Order, or otherwise except as
specifically provided herein.

                           From and after the Effective Date, the Reorganized
Stand Alone Debtors may operate their businesses and use, acquire, and dispose
of property without supervision or approval of the Bankruptcy Court, free of any
restrictions of the Bankruptcy Code, the Bankruptcy Rules, and the guidelines
and requirements of the United States Trustee, other than those restrictions
expressly imposed by the Plan or the Confirmation Order.

                           (b)      AMENDED AND RESTATED CERTIFICATES OF
                                    INCORPORATION.

                           Upon the Effective Date, the Reorganized Stand Alone
Debtors shall file their Amended and Restated Certificates of Incorporation, as
set forth in the Plan Supplement, with the offices of the Secretary of State of
the state that governs their respective entities in accordance with the
respective state law. Each Amended and Restated Certificate of Incorporation
will, among other things, provide for the prohibition of the issuance of
non-voting

                                       47



equity securities to the extent required by section 1123(a) of the Bankruptcy
Code, and with respect to Reorganized Stand Alone Oakwood, authorize 20,000,000
shares of New Common Stock. After the Effective Date, the Reorganized Stand
Alone Debtors may amend and restate their Amended and Restated Certificates of
Incorporation and other constituent documents as permitted by applicable law.

                           (c)      AMENDED AND RESTATED BYLAWS.

                           The Reorganized Stand Alone Debtors shall adopt and
effect the Amended and Restated Bylaws, as set forth in the Plan Supplement.

                           (d)      NEW SECURITIES.

                           On the Effective Date, Reorganized Stand Alone
Oakwood shall issue, in accordance with the provisions of this Plan and the
registration rights agreement in the Plan Supplement, 10,000,000 shares of the
New Common Stock, which shall constitute 100% of the total number of shares of
such New Common Stock to be issued and outstanding on or immediately after the
Effective Date, and the New Warrants to be distributed pursuant to the terms of
the Plan. The Reorganized Stand Alone Debtors shall endeavor in good faith to
list the New Common Stock on a national exchange as soon as reasonably
practicable. The New Warrants, as provided in the Warrant Agreement, shall have
a seven year maturity and an exercise price initially computed for an initial
market value of New Common Stock, which would result in 100% recovery to the
Holders of Class 4A, 4B, 4C, 4D and 4E Claims as provided for in the Warrant
Agreement. The exercise price will increase annually at the risk free rate
(30-year Treasury rate) until their expiration. The shares of New Common Stock
and New Warrants issued pursuant to the Plan shall be issued pursuant to the
exemption from securities registration contained in section 1145 of the
Bankruptcy Code and shall be exempt from taxes pursuant to section 1146(c) of
the Bankruptcy Code.

                           (e)      DIRECTORS.

                           Upon the Effective Date, the operation of each of the
Reorganized Stand Alone Debtors shall become the general responsibility of their
respective boards of directors (or their equivalents) who shall, thereafter,
have the responsibility for the management, control and operation of each of the
Reorganized Stand Alone Debtors. The initial board of directors for Reorganized
Stand Alone Oakwood shall be comprised of five (5) directors, all of whom are
disinterested under the Bankruptcy Code and independent under applicable
securities law; provided, however, that an outstanding Fee Claim shall not
render a Person ineligible to serve on the initial board of directors; provided
further, however, that the chief executive officer of the Reorganized Stand
Alone Debtors may be named to the initial board of directors. The initial board
of directors shall be designated by the Creditors' Committee, which such
designations shall be reasonably acceptable to the Debtors and Berkshire and
shall be included by the Debtors in the Plan Supplement, prior to the Effective
Date. If, prior to the Confirmation Hearing, the Creditors' Committee does not
so designate an initial board of directors, or designates an incomplete initial
board of directors, the existing members of the board of directors of Oakwood,
before the Confirmation Hearing, shall so designate those remaining undesignated
directorships.

                                       48



The initial boards of directors of the reorganized Affiliate Debtors shall be
the same as that of Reorganized Stand Alone Oakwood unless otherwise designated
by the board of directors of Reorganized Stand Alone Oakwood. Pursuant to
section 1129(a)(5) of the Bankruptcy Code, the names of each of the director
nominees shall be disclosed prior to the entry of any Confirmation Order. All
such directors shall be deemed elected, and those directors not continuing in
office shall be deemed removed therefrom, effective on the Effective Date,
pursuant to the Confirmation Order. Such directors' tenure and the manner of
selection of new directors shall be initially as provided in the Amended and
Restated Certificates of Incorporation and the Amended and Restated Bylaws.

                           (f)      OFFICERS.

                           On the Effective Date, the existing officers of each
of the Debtors shall be retained and shall remain as officers of the Reorganized
Stand Alone Debtors and shall continue to serve until such time as they may
resign, be removed or be replaced by the board of directors of each of the
Reorganized Stand Alone Debtors.

                           (g)      EMPLOYMENT CONTRACTS AND PROFESSIONAL
                                    RETENTIONS.

                           From and after the Effective Date, the Reorganized
Stand Alone Debtors may enter into employment contracts with their respective
officers, agents or employees. The Reorganized Stand Alone Debtors may, among
other things, retain any employee, professional, consultant, or claims, notice
or disbursing agents as it shall deem necessary to comply with the provisions of
this Plan, including those Persons that have served as employees, professionals,
consultants or agents during the Chapter 11 Cases.

                           (h)      CORPORATE ACTION AND OTHER DOCUMENTS AND
                                    ACTIONS.

                           The adoption of the Amended and Restated Certificates
of Incorporation, the Amended and Restated Bylaws, the selection of directors
and officers for the Reorganized Stand Alone Debtors, the issuance and
distribution of the New Common Stock and New Warrants, the execution and
delivery of any contract, instrument, release, document or agreement, and any
other matter provided for under the Plan involving the corporate action to be
taken by or required of any of the Reorganized Stand Alone Debtors shall be
deemed to have occurred and be effective as provided herein, and shall be
authorized and approved in all respects without any requirement of further
action by stockholders or directors of any of the Debtors or Reorganized Stand
Alone Debtors.

                           (i)      APPROVAL OF THE EXIT FACILITY.

                           Entry of the Confirmation Order shall, to the extent
necessary, authorize and approve, without any further action by the Debtors, the
Exit Facility Agreement and the transactions to be entered into, and actions to
be taken thereunder, pursuant the Bankruptcy Code.

                                       49



                           (j)      DISTRIBUTIONS OF CASH.

                           The Reorganized Stand Alone Debtors shall be
responsible for making all distributions of Cash to Holders of Allowed
Administrative Claims, Allowed Priority Tax Claims, Allowed Class 1 Claims,
Allowed Class 2 Claims and Allowed Class 3 Claims, subject to appropriate
reserves as described in Section 8.2 of the Plan.

                           (k)      DISTRIBUTIONS OF PROCEEDS FROM THE
                                    LIQUIDATION TRUST.

                           The Reorganized Stand Alone Debtors shall be
responsible for directing the Liquidation Trust with respect to the creation of
reserves, as described in Section 8.2 of the Plan, and the distribution of the
assets of the Liquidation Trust to Holders of Allowed Claims from Classes 4A,
4B, 4C, 4D and 4E.

         6.3      PROVISIONS CONCERNING PLAN IMPLEMENTATION UNDER BOTH THE SALE
                  OPTION AND THE STAND ALONE OPTION.

                           (a)      SUBSTANTIVE CONSOLIDATION.

                                    (i)      EFFECT OF SUBSTANTIVE
                                             CONSOLIDATION.

                           On the Effective Date, the Estates shall be
substantively consolidated for all purposes related to the Plan (but only for
those purposes) including voting, confirmation, distributions and claim
determinations. The substantive consolidations of the Estates shall have the
following effects: (i) all assets and liabilities of the Debtors shall be
treated as though they were merged for purposes of distribution; (ii) all
prepetition and postpetition cross-corporate guarantees of the Debtors shall be
eliminated; (iii) all Claims based upon guarantees of collection, payment or
performance made by one or more Debtors as to the obligations of another Debtor
or of any other Person shall be discharged, released and of no further force and
effect; (iv) any obligation of any Debtor and all guarantees thereof executed by
one or more of the Debtors shall be deemed to be one obligation of the Estate;
(v) any Claims filed or to be filed in connection with any such obligation and
such guarantees shall be deemed one Claim against the Estate; (vi) each and
every Claim filed in the individual Chapter 11 Case of any of the Debtors shall
be deemed filed against the consolidated Estate in the consolidated Chapter 11
Cases and shall be deemed a single obligation of the relevant Estate under the
Plan on and after the Confirmation Date; and (vii) the Chapter 11 Cases of the
Affiliate Debtors shall be closed and the consolidated Estate be administered
through Oakwood's Chapter 11 Case.

                           In connection with, and as a result of, the
substantive consolidation of the Debtors' Estates and Chapter 11 Cases as
provided in the Plan, on the occurrence of the Effective Date all Intercompany
Claims shall be (i) released, (ii) contributed to capital, (iii) dividended or
(iv) remain Unimpaired, depending on the tax consequences, and Holders of
Intercompany Claims shall not be entitled to, and shall not, receive or retain
any property or interest in property on account of such Claims, except to the
extent potential tax consequences otherwise dictate. Notwithstanding this
Section 6.3, on the Effective Date, all Debtor Holders of Debtor-Held Interests
in any of the Debtors shall either (i) retain such Debtor-Held Interest, in

                                       50



which case the Debtor Holding an Interest in an Affiliate Debtor shall continue
to hold such Debtor-Held Interest in the corresponding Reorganized Subsidiary or
(ii) receive new equity in the appropriate reorganized Affiliate Debtor upon the
cancellation of the old equity.

                           The substantive consolidation provided for herein
shall not, other than for purposes related to the Plan and distributions to be
made hereunder, affect the legal and corporate structures of the Debtors or the
Non-Debtor-Held Interests, the rights and defenses of the Liquidation Trust and
the Reorganized Stand Alone Debtors pertaining to the Causes of Action, and any
obligations under any executory contract or unexpired leases assumed in the Plan
or otherwise in the Chapter 11 Cases.

                                    (ii)     PLAN AS MOTION FOR APPROVAL OF
                                             SUBSTANTIVE CONSOLIDATION.

                           The Plan shall serve as a motion seeking entry of an
order substantively consolidating the Estates as provided herein.

                           (b)      CREATION OF THE LIQUIDATION TRUST.

                           The Liquidation Trustee shall sign the Liquidation
Trust Agreement and accept the Liquidation Trust assets on behalf of the
beneficiaries thereof, and the Liquidation Trust will then be deemed created and
effective without any further action of the directors or shareholders of the
Debtors. The Liquidation Trust shall be established for the sole purpose of
liquidating its assets, with no objective to continue or engage in the conduct
of a trade or business. The beneficiaries of the Liquidation Trust shall be
bound by the Liquidation Trust Agreement. Interests in the Liquidation Trust
shall be uncertificated and shall be nontransferable except upon death of the
interest holder or by operation of law. The Liquidation Trust shall have a term
of five (5) years from the Effective Date, without prejudice to the rights of
the Liquidation Trustee, in consultation with the Liquidation Trust Advisory
Committee, to extend such term as applicable law shall allow.

                           The Liquidation Trustee may invest Cash (including
any earnings thereon or proceeds therefrom) as permitted by section 345 of the
Bankruptcy Code and in other prudent investments, as authorized by the
Liquidation Trust Advisory Committee; provided, however, that such investment
are investments permitted to be made by a liquidating trust within the meaning
of Treasury Regulation section 301.7701-4(d), as reflected therein, or under
applicable IRS guidelines, rulings, or other controlling authorities.

                           The Liquidation Trustee shall be the exclusive
trustee of the assets of the Liquidation Trust for purposes of 31 U.S.C. Section
3713(b) and 26 U.S.C. Section 6012(b)(3). The powers, rights, and
responsibilities of the Liquidation Trustee shall be specified in the
Liquidation Trust Agreement and shall include the authority and responsibility
to: (a) receive, manage, invest, supervise, and protect trust assets; (b) pay
taxes or other obligations incurred by the trust; (c) retain and compensate,
without further order of the Bankruptcy Court, the services of employees,
professionals and consultants (including those Persons that have served as
employees, professionals, consultants or claims, noticing and disbursing agents
during the Chapter 11 Cases) to advise and assist in the administration,
prosecution and distribution of trust assets; (d)

                                       51



calculate and implement distributions of trust assets; (e) prosecute,
compromise, and settle, in accordance with the specific terms of that agreement,
all Claims and Causes of Action vested in the Liquidation Trust; (f) under the
Sale Option, resolve issues involving Claims and Interests pursuant to Article X
hereof; (g) under the Sale Option, enter into and perform any and all
obligations of the disputed ownership fund escrow account agreement (the
"Disputed Ownership Fund Escrow Agreement"); and (h) under the Sale Option,
perform any and all duties and obligations arising under the Purchase Agreement
and any other agreements executed or entered into pursuant to the Plan, the
Confirmation Order or any other order of the Bankruptcy Court.

                           All costs and expenses associated with the
administration of the Liquidation Trust, including reasonable compensation for
the Liquidation Trustee and, as set forth in the Liquidation Trust Agreement,
the Liquidation Trust Advisory Committee, shall be the responsibility of and
paid by the Liquidation Trust in accordance with the Liquidation Trust
Agreement. Under the Sale Option, the Liquidation Trust is the successor to the
Debtors' rights to books and records under the Purchase Agreement. Under the
Stand Alone Option, the Reorganized Stand Alone Debtors shall cooperate with the
reasonable requests of the Liquidation Trustee in furtherance of the Liquidation
Trustee's responsibility to recover trust assets and shall afford reasonable
access during normal business hours, upon reasonable notice, to personnel and
books and records of the Reorganized Stand Alone Debtors to representatives of
the Liquidation Trust to enable the Liquidation Trustee to perform the
Liquidation Trustee's tasks under the Liquidation Trust Agreement and the Plan.
The Reorganized Stand Alone Debtors will not be required to make expenditures in
response to unreasonable requests.

                           The Liquidation Trust shall be responsible for filing
all federal, state and local tax returns for the Liquidation Trust. The
Liquidation Trust shall comply with all withholding and reporting requirements
imposed by any federal, state, local or foreign taxing authority, and all
distributions made by the Liquidation Trust shall be subject to any such
withholding and reporting requirements. The Liquidation Trust shall provide
reports to holders of interests in the Liquidation Trust as the Liquidation
Trust Advisory Committee deems appropriate.

                           (c)      FEDERAL INCOME TAX TREATMENT OF THE TRUST
                                    FOR THE LIQUIDATION TRUST ASSETS.

                           For federal income tax purposes, it is intended that
the Liquidation Trust be classified as a liquidating trust under section
301.7701-4 of the Treasury regulations and that such trust be owned by its
beneficiaries (i.e., the Holders of Allowed Claims in Classes 4A, 4B, 4C, 4D and
4E). Accordingly, for federal income tax purposes, it is intended that the
beneficiaries be treated as if they had received a distribution from the Debtors
of an undivided interest in each of the assets of the Liquidation Trust and then
contributed such interests to the Liquidation Trust.

                                    (i)      LIQUIDATION TRUST ASSETS TREATED AS
                                             OWNED BY HOLDERS OF ALLOWED CLAIMS.

                           For all federal income tax purposes, all parties
(including, without limitation, the Debtors, the Liquidation Trust, and the
Holders of Allowed Claims in Classes 4A, 4B, 4C, 4D and 4E) shall treat the
transfer of assets to the Liquidating Trust for the benefit of the

                                       52



Holders of Allowed Claims in Classes 4A, 4B, 4C, 4D and 4E, as (A) a transfer of
the assets of the Liquidation Trust directly to the Holders of Allowed Claims in
Classes 4A, 4B, 4C, 4D and 4E, followed by (B) the transfer by such Holders to
the Liquidation Trust of the assets of the Liquidation Trust in exchange for
beneficial interests in the Liquidation Trust. Accordingly, the Holders of such
Allowed Claims shall be treated for federal income tax purposes as the grantors
and owners of their respective share of the assets of the Liquidation Trust.

                                    (ii)    TAX REPORTING.

                           The Liquidation Trust shall file returns for the
Liquidation Trust as a grantor trust pursuant to Treasury Regulation section
1.671-4(a) and in accordance with this Section 6.3(c). The Liquidation Trust
also shall annually send to each holder of a beneficial interest a separate
statement setting forth the holder's share of items of income, gain, loss,
deduction or credit and will instruct all such holders to report such items on
their federal income tax returns. The Liquidation Trust's taxable income, gain,
loss, deduction or credit will be allocated (subject to Section 8.2 of the Plan,
relating to Disputed Claims) to the Holders of Allowed Claims in Classes 4A, 4B,
4C, 4D and 4E in accordance with their relative beneficial interests in the
Liquidation Trust.

                           As soon as possible after the Effective Date, the
Liquidation Trust shall make a good faith valuation of the assets of the
Liquidation Trust, and such valuation shall be used consistently by all parties
(including, without limitation, the Debtors, the Liquidation Trust, and the
Holders of Allowed Claims in Classes 4A, 4B, 4C, 4D and 4E) for all federal
income tax purposes. The Liquidation Trust also shall file (or cause to be
filed) any other statements, returns or disclosures relating to the Liquidation
Trust that are required by any governmental unit.

                           Notwithstanding anything else in the Plan, subject to
definitive guidance from the Internal Revenue Service or a court of competent
jurisdiction to the contrary, the Liquidation Trust shall (i) treat any assets
allocable to, or retained on account of, Disputed Claims as held by one or more
discrete trusts for federal income tax purposes (the "Disputed Claims Reserve"),
consisting of separate and independent shares to be established in respect of
each Disputed Claim, in accordance with the trust provisions of the Tax Code
(sections 641 et. seq.), (ii) treat as taxable income or loss of the Disputed
Claims Reserve, with respect to any given taxable year, the portion of the
taxable income or loss of the Liquidation Trust that would have been allocated
to the holders of Disputed Claims had such Claims been Allowed on the Effective
Date (but only for the portion of the taxable year with respect to which such
Claims are unresolved), (iii) treat as a distribution from the Disputed Claims
Reserve any increased amounts distributed by the Liquidation Trust as a result
of any Disputed Claims resolved earlier in the taxable year, to the extent such
distributions relate to taxable income or loss of the Disputed Claims Reserve
determined in accordance with the provisions hereof, and (iv) to the extent
permitted by applicable law, shall report consistent with the foregoing for
state and local income tax purposes. All Holders of Claims in Classes 4A, 4B,
4C, 4D and 4E shall report, for tax purposes, consistent with the foregoing.

                           The Liquidation Trustee shall be responsible for
payments, out of the Liquidation Trust Assets, of any taxes imposed on the trust
or its assets, including the Disputed Claims Reserve. In the event, and to the
extent, any Cash retained on account of Disputed

                                       53



Claims in the Disputed Claims Reserve is insufficient to pay the portion of any
such taxes attributable to the taxable income arising from the assets allocable
to, or retained on account of, Disputed Claims, such taxes shall be (i)
reimbursed from any subsequent Cash amounts retained on account of Disputed
Claims, or (ii) to the extent such Disputed Claims have subsequently been
resolved, deducted from any amounts distributable by the Liquidation Trustee as
a result of the resolutions of such Disputed Claims.

                           The Liquidation Trustee may request an expedited
determination of Taxes of the Debtors and of the Liquidation Trust, including
the Disputed Claims Reserve under section 505(b) of the Bankruptcy Code for all
returns filed for, or on behalf of, the Debtors and the Liquidation Trust for
all taxable periods through the dissolution of the Liquidation Trust.

                                    (iii)    DISSOLUTION.

                           The Liquidation Trustee shall be discharged and the
Liquidation Trust shall be terminated, at such time as (i) all Disputed Claims
have been resolved, (ii) all of the assets of the Liquidation Trust have been
liquidated, and (iii) all distributions required to be made by the Liquidation
Trustee under the Plan and the Liquidation Trust Agreement have been made, but
in no event shall the Liquidation Trust be dissolved later than five years from
the Effective Date unless the Bankruptcy Court, upon motion within the six month
period prior to the fifth anniversary (or the end of any extension period
approved by the Bankruptcy Court), determines that a fixed period extension (not
to exceed three years, together with any prior extensions, without a favorable
letter ruling from the Internal Revenue Service that any further extension would
not adversely affect the status of the trust as a liquidating trust for federal
income tax purposes) is necessary to facilitate or complete the recovery and
liquidation of the assets of the Liquidation Trust.

                           (d)      APPOINTMENT OF LIQUIDATION TRUSTEE

                           The Liquidation Trustee for the Liquidation Trust
shall be an independent and disinterested Person designated by the Creditors'
Committee with the consent of the Debtors and Berkshire, whose approval shall
not be unreasonably withheld, and identified in the Plan Supplement; provided,
however, that an outstanding Fee Claim shall not render a Person ineligible to
serve as the Liquidation Trustee.

                           (e)      THE LIQUIDATION TRUST ADVISORY COMMITTEE.

                           On the Effective Date, the Liquidation Trust Advisory
Committee shall be formed pursuant to the Liquidation Trust Agreement. The
Liquidation Trust Advisory Committee shall be comprised of five (5) members,
consisting of WL Ross & Co. LLC, Aegon USA Investment Management, LLC, and three
(3) independent and disinterested members to be appointed by the Creditors'
Committee with the consent of the Debtors and Berkshire, whose approval shall
not be unreasonably withheld; provided, however, that an outstanding Fee Claim
shall not render a Person ineligible to serve on the Liquidation Trust Advisory
Committee. The three (3) independent and disinterested members shall be
identified in the Plan Supplement. If WL Ross & Co. LLC or Aegon USA Investment
Management, LLC subsequently determine that they are no longer interested in
serving as members of the Liquidation Trust Advisory

                                       54



Committee, the Creditors' Committee will select replacement members, to be
identified in the Plan Supplement, with the consent of the Debtors and
Berkshire, whose approval shall not be unreasonably withheld (reasonableness
shall be determined in light of the balance between Holders of REMIC Guarantee
Claims and Holders of other Claims in connection with the ongoing litigation
concerning the Class 4C Claims). If, as of the Confirmation Date, the Creditors'
Committee has not appointed the three (3) independent and disinterested members
of the Trust Advisory Committee, until at least three (3) members are so
appointed, the Debtors, before the Confirmation Hearing, shall so designate
those remaining undesignated members of the Trust Advisory Committee. The
Liquidation Trustee shall make such reports to and seek such advice from, if
any, the Liquidation Trust Advisory Committee as required under the Liquidation
Trust Agreement. The Liquidation Trust Advisory Committee may, by majority vote,
authorize the Liquidation Trustee to invest the corpus of the Liquidation Trust
in prudent investments other than those described in section 345 of the
Bankruptcy Code.

                           The Liquidation Trust Advisory Committee's role with
respect to issues involving Claims and Interests pursuant to Article X of the
Plan will be handled only by the three (3) independent and disinterested members
of the five (5) member Board. The Liquidation Trust Advisory Committee shall
have only consultation rights with respect to the decisions of the Liquidation
Trustee in managing the Liquidation Trust. In the event that the Liquidation
Trust Advisory Committee disagrees with any intended actions or inaction of the
Trustee, it shall have (a) the right to seek an order from the Bankruptcy Court
compelling the Liquidation Trustee to act or cease acting in accordance with the
order and (b) the right to remove the Liquidation Trustee if the Liquidation
Trust Advisory Committee believes that the intended actions or inaction rise to
the level of gross negligence or willful misconduct. In the event of the
resignation or removal of the Liquidation Trustee, the Liquidation Trust
Advisory Committee shall, by majority vote or order of the Bankruptcy Court,
designate a person to serve as successor Liquidation Trustee.

                           The Liquidation Trust Advisory Committee shall be
entitled to retain and compensate, without further order of the Bankruptcy
Court, the services of employees, professionals and consultants (including
without limitation claims, noticing and disbursing agents) to advise and assist
the Liquidation Trust Advisory Committee in the furtherance of its duties,
including those Persons that have served as employees, professionals,
consultants or agents during the Chapter 11 Cases.

                           The Liquidation Trust Advisory Committee may, at its
discretion, require a fidelity bond from the Liquidation Trustee in such
reasonable amount as may be agreed to by majority vote of the Liquidation Trust
Advisory Committee.

                           (f)      CAUSES OF ACTIONS AND DEFENSES.

                           Prosecution and settlement of all Causes of Action,
including Avoidance Actions, shall be the sole responsibility of the Liquidation
Trust, pursuant to this Plan, and the Confirmation Order; provided, however,
that, under the Stand Alone Option, Avoidance Actions pertaining to the secured
status of any Disputed Secured Claim shall be vested in the Reorganized Stand
Alone Debtors. Subject to the foregoing proviso, the Liquidation Trustee shall
have all rights, powers, and interests of the Debtors, as debtors in possession,
to pursue,

                                       55



settle or abandon such Causes of Action as a representative of the Estates
pursuant to section 1123(b)(3) of the Bankruptcy Code. All Causes of Action,
including Avoidance Actions, are reserved and preserved to the extent set forth
in Section 7.2 of the Plan and shall not be impacted or affected in any way by
the substantive consolidation of the Estates.

                           (g)      TERMINATION OF THE FINAL DIP AGREEMENT.

                           Subject to the payment in full of all amounts owed
under the Final DIP Agreement or other such treatment as agreed to by the
Debtors and the DIP Lenders, on the Effective Date, the obligations arising
under the Final DIP Agreement shall be deemed to have terminated. All amounts
due and owing, if any, under the Final DIP Agreement shall be paid in full on
the Effective Date as Allowed Administrative Claims, and all liens, mortgages
and security interests granted under the Final DIP Agreement shall automatically
be extinguished without the need for any filings or further actions under the
state or federal laws, and all authorities shall be authorized to accept the
Confirmation Order and notice of Effective Date as a release or satisfaction of
all such liens, mortgages and security interests.

                           (h)      DISSOLUTION OF THE CREDITORS' COMMITTEE.

                  The Creditors' Committee shall continue in existence until the
Effective Date to exercise those powers and perform those duties specified in
section 1103 of the Bankruptcy Code and shall perform such other duties as it
may have been assigned by the Bankruptcy Court prior to the Effective Date. On
the Effective Date, the Creditors' Committee shall be dissolved and its members
shall be deemed released of any continuing duties, responsibilities and
obligations in connection with the Chapter 11 Cases or the Plan and its
implementation, and the retention and employment of the Creditors' Committee's
attorneys, accountants and other agents shall terminate, except with respect to
(i) all Fee Claims, (ii) any appeals of the Confirmation Order, and (iii) any
estate litigation commenced by the Creditors' Committee pending on the Effective
Date not resolved by the Plan.

                                  ARTICLE VII.

                          EFFECTS OF PLAN CONFIRMATION

         7.1      DISCHARGE.

                  Except as otherwise provided in the Plan or the Confirmation
Order, as of the Effective Date, the Debtors and all successors in interest,
including, without limitation, the Liquidation Trust, the Reorganized Sale
Debtors, the Reorganized Stand Alone Debtors and the Buyer, shall be discharged
from, and the Confirmation Order shall operate as a permanent injunction
against, the commencement or continuation of any action, the employment of any
process, or any act to collect, recover, offset or recoup, right to sue, on
account of any Claim or Interest, from or against the Debtors, their Estates and
any and all successors in interest (including, without limitation, the
Liquidation Trust, the Reorganized Sale Debtors, the Reorganized Stand Alone
Debtors and the Buyer), and the Debtors', their Estates', and all successors'
liability in respect thereof shall be extinguished completely, and the Debtors
and all successors in interest (including, without limitation, the Liquidation
Trust, the Reorganized Sale

                                       56



Debtors, the Reorganized Stand Alone Debtors and the Buyer) shall be released
and discharged from any Claim or Interest of a kind specified in section 502(g),
502(h) and 502(i) of the Bankruptcy Code, whether or not a Proof of Claim is
filed or deemed filed under section 501 of the Bankruptcy Code, such Claim is
allowed under section 502 of the Bankruptcy Code, or the Holder of such Claim or
Interest has accepted the Plan.

                  In accordance with the foregoing, except as provided in the
Plan or the Confirmation Order, as of the Effective Date, the Confirmation Order
will be a judicial determination of a discharge of all Claims or Interests
against the Debtors and a termination of all Interests and other rights of
equity security holders in the Debtors, pursuant to sections 524 and 1141 of the
Bankruptcy Code, and such discharge will void any judgment obtained against a
Debtor or its successors at any time and shall act as res judicata or collateral
estoppel as against third parties, but not as to the Debtors, their Estates or
any and all successors in interest.

         7.2      RETENTION OF CAUSES OF ACTION/RESERVATION OF RIGHTS.

                  Except as expressly provided for in the Plan or the
Confirmation Order, any and all Causes of Action of any kind or nature
whatsoever, against third parties arising before the Effective Date, whether
known or unknown and regardless of whether the existence of same has been
disclosed, including, without limitation, Avoidance Actions and the right to
enforce the terms and conditions of the Purchase Agreement, the Final DIP
Agreement and the Exit Facility Agreement, that the Debtors may have on or
before the Effective Date shall survive confirmation of the Plan and shall be
reserved and preserved.

                  Except as expressly provided for in the Plan or the
Confirmation Order, nothing contained in the Plan or the Confirmation Order
shall be deemed to (i) be res judicata or the basis for estoppel of, (ii) create
any other defense to the prosecution to judgment on the merits of, (iii) be a
waiver of or (iv) be a relinquishment of any Causes of Action, including
Avoidance Actions and the right to enforce the terms and conditions of the
Purchase Agreement, Exit Facility Agreement or Final DIP Agreement, which the
Debtors had on or before the Effective Date, against or with respect to any
Causes of Action left unaltered or unimpaired by the Plan. On and after the
Effective Date, the Liquidation Trust shall have, retain, reserve and be
entitled to assert, prosecute, settle or abandon all such Causes of Action which
the Debtors had on or before the Effective Date; and all of the Liquidation
Trust's legal and equitable rights respecting any Causes of Action, including
Avoidance Actions and the right to enforce the terms and conditions of the
Purchase Agreement, Exit Facility Agreement or Final DIP Agreement after the
Effective Date. For the avoidance of doubt, under the Stand Alone Option,
nothing in this Section 7.2 shall be interpreted as empowering the Liquidation
Trust with respect to Claims resolution responsibilities reserved for the
Reorganized Stand Alone Debtors in Article X of the Plan.

         7.3      POST-CONSUMMATION EFFECT OF EVIDENCE OF CLAIMS OR INTERESTS.

                  Outstanding notes and other instruments, including, but not
limited to, all Junior Notes, Senior Notes, B-2 REMIC Guarantees, and the
Resecuritization Note Put Option, and all related documentation, evidencing a
Claim against any of the Debtors and all obligations of the Debtors under or in
respect of any of the foregoing shall be cancelled and any rights thereunder
terminated. Effective upon the Effective Date, such notes and other instruments
represent only

                                       57



the right to participate in the distributions, if any, contemplated by the Plan
to the extent that such Claim is an Allowed Claim under the Plan. Under the
Stand Alone Option, the outstanding Old Common Stock and other instruments
evidencing Interests in the Debtors shall, effective upon the Effective Date,
represent only the right to participate in the distributions, if any,
contemplated by the Plan to the extent that such Interest is an Allowed Interest
under the Plan. Under the Stand Alone Option, the outstanding Old Common Stock
and other instruments evidencing Interests in the Debtors shall be deemed
cancelled without any further action of the Debtors.

                  Notwithstanding the previous paragraph, (i) except to the
extent the Plan affects the B-2 REMIC Guarantees and the Resecuritization Note
Put Option, nothing contained in this Plan shall affect the rights and
obligations of the REMIC Trusts and the Resecuritization Trust under the
applicable REMIC Trust and the Resecuritization Trust transaction documents or
impair, amend or adversely affect the REMIC Trusts and the Resecuritization
Trust and the rights of each REMIC Trustee and the Resecuritization Trustee
thereunder relating to the B-Piece REMIC Certificates or the X REMIC
Certificates, and (ii) the Senior Notes Indenture and Junior Notes Indenture
shall continue in effect for purposes of permitting the Senior Notes Indenture
Trustee and the Junior Notes Indenture Trustee to make distributions pursuant to
the Plan and to perform such necessary functions with respect thereto. No party,
including but not limited to the Debtors, the Liquidation Trust, the Reorganized
Sale Debtors or the Reorganized Stand Alone Debtors, shall have any obligation
to recognize any transfer of the B-2 REMIC Guarantees, the Resecuritization
Note, the Junior Notes, the Senior Notes or the Interests occurring after the
Confirmation Date. This provision shall not prohibit the surrender of REMIC
Certificates or interests therein to the Liquidation Trust (under the Sale
Option) or the Reorganized Sale Debtors (under the Stand Alone Option) in
connection with the resolution of Disputed Class 4C Claims. Termination of the
Junior Notes Indenture and the Senior Notes Indenture shall not impair the
rights of the Junior Notes Indenture Trustee and the Senior Notes Indenture
Trustee, as the case may be, to enforce their charging liens, established in law
or pursuant to the Junior Notes Indenture and the Senior Notes Indenture,
against property that would otherwise be distributed pursuant to this Plan to
Holders of the Junior Notes or the Senior Notes.

         7.4      TREATMENT OF FUTURE CLAIMS.

                  Unless otherwise explicitly provided for under the Plan, all
Future Claims shall be solely the responsibility and liability of the
Reorganized Sale Debtors (under the Sale Option) or the Reorganized Stand Alone
Debtors (under the Stand Alone Option) and shall not be the responsibility or
liability of the Liquidation Trust or the Buyer.

         7.5      LIMITED RELEASES BY DEBTORS.

                  As of the Effective Date, the Debtors shall be deemed to have
waived and released the Debtors, the Creditors' Committee, Berkshire and the
Buyer, and each of those parties' officers, directors, members, ex officio
members, and the Interested Party Professionals, from any and all Causes of
Action of the Debtors (including claims which the Debtors otherwise have legal
power to assert, compromise or settle in connection their Chapter 11 Cases)
arising on

                                       58



or before the Effective Date; provided, however, that this provision shall not
operate as a waiver or release of any Causes of Action (a) in respect to any
loan, advance or similar payment by the Debtors to such parties, (b) in respect
of any contractual obligation owed to any of the Debtors by such parties,
including, without limitation, the obligations arising under the Purchase
Agreement, the Final DIP Agreement and the Exit Facility Agreement, (c) in
respect to any Causes of Action based upon the willful misconduct or gross
negligence of such parties, (d) to the extent based upon or attributable to such
parties gaining in fact a personal profit to which such parties were not legally
entitled, including, without limitation, profits made from the purchase or sale
of equity securities of Oakwood which are recoverable by Oakwood or its
successors pursuant to section 16(b) of the Securities Exchange Act of 1934, as
amended and (e) that is an Avoidance Action; provided further, however, that
this provision shall not operate as a waiver or release of any right that any
party in interest may have to object to any Claim, including Fee Claims, or any
Interest and shall not otherwise operate as a waiver or release of any objection
to Claims or Interests pending as of the Effective Date, regardless of whether
such objection was brought by the Debtors or any other party in interest.

         7.6      TERM OF INJUNCTIONS OR STAYS.

                  Unless otherwise provided, all injunctions or stays provided
for in the Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy
Code or otherwise in effect on the Confirmation Date shall remain in full force
and effect until the Effective Date after which the discharge provisions and
permanent injunctions of the Plan and the Bankruptcy Code will be given full
force and effect.

         7.7      EXCULPATION.

                  The Debtors, the Creditors' Committee, Berkshire and the
Buyer, and each of those parties' officers, directors, members, ex officio
members, and the Interested Party Professionals shall neither have nor incur any
liability, in any form, to any Holder of a Claim or Interest, or a governmental
entity on behalf of a Holder of a Claim or Interest, for any act or omission in
connection with or arising out of their involvement in the filing and conduct of
the Chapter 11 Cases, including the type or value of distributions, if any,
reserved under the Plan for Holders of Interest, the solicitation of votes for
acceptance or rejection of the Plan, the pursuit of confirmation and
consummation of the Plan, the administration of the Plan or the property to be
distributed under the Plan, except for any liabilities which may arise under the
statutes or regulations administered by the Securities and Exchange Commission
or from any willful misconduct or gross negligence, and, in all respects, shall
be entitled to rely upon the advice of counsel with respect to their duties and
responsibilities under the Plan and applicable law.

         7.8      INJUNCTION.

                  CONFIRMATION OF THIS PLAN SHALL HAVE THE EFFECT OF, AMONG
OTHER THINGS, PERMANENTLY ENJOINING ALL PERSONS WHO HAVE HELD, HOLD OR MAY HOLD
OR HAVE ASSERTED, ASSERT OR MAY ASSERT CLAIMS AGAINST OR INTERESTS IN ANY OF THE
DEBTORS AGAINST ANY OF THE DEBTORS, WITH RESPECT TO ANY SUCH CLAIM OR INTEREST
FROM AND AFTER THE EFFECTIVE DATE, FROM TAKING ANY OF THE FOLLOWING ACTIONS
(OTHER THAN ACTIONS TO ENFORCE ANY RIGHTS OR OBLIGATIONS UNDER THE PLAN): (a)

                                       59



COMMENCING, CONDUCTING OR CONTINUING IN ANY MANNER, DIRECTLY OR INDIRECTLY, ANY
SUIT, ACTION OR OTHER PROCEEDING OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ANY
PROCEEDING IN A JUDICIAL, ARBITRAL, ADMINISTRATIVE OR OTHER FORUM) AGAINST OR
AFFECTING THE ESTATES, THE LIQUIDATION TRUST, THE REORGANIZED SALE DEBTORS, THE
REORGANIZED STAND ALONE DEBTORS, THE BUYER OR ANY OF THEIR PROPERTY; (b)
ENFORCING, LEVYING, ATTACHING (INCLUDING, WITHOUT LIMITATION, ANY PRE-JUDGMENT
ATTACHMENT), COLLECTING OR OTHERWISE RECOVERING BY ANY MANNER OR MEANS, WHETHER
DIRECTLY OR INDIRECTLY, ANY JUDGMENT, AWARD, DECREE OR ORDER AGAINST THE
ESTATES, THE LIQUIDATION TRUST, THE REORGANIZED SALE DEBTORS, THE REORGANIZED
STAND ALONE DEBTORS, THE BUYER OR ANY OF THEIR PROPERTY; (c) CREATING,
PERFECTING OR OTHERWISE ENFORCING IN ANY MANNER, DIRECTLY OR INDIRECTLY, ANY
ENCUMBRANCE OF ANY KIND AGAINST THE ESTATES, THE LIQUIDATION TRUST, THE
REORGANIZED SALE DEBTORS, THE REORGANIZED STAND ALONE DEBTORS, THE BUYER OR ANY
OF THEIR PROPERTY; (d) ASSERTING ANY RIGHT OF SETOFF, DIRECTLY OR INDIRECTLY,
AGAINST ANY OBLIGATION DUE THE ESTATES, THE LIQUIDATION TRUST, THE REORGANIZED
SALE DEBTORS, THE REORGANIZED STAND ALONE DEBTORS, THE BUYER OR ANY OF THEIR
PROPERTY, EXCEPT AS CONTEMPLATED OR ALLOWED BY THE PLAN; (e) ACTING OR
PROCEEDING IN ANY MANNER, IN ANY PLACE WHATSOEVER, THAT DOES NOT CONFORM TO OR
COMPLY WITH THE PROVISIONS OF THE PLAN; AND (f) PROSECUTING OR OTHERWISE
ASSERTING ANY CLAIM OR INTEREST, INCLUDING ANY RIGHT, CLAIM OR CAUSE OF ACTION,
RELEASED PURSUANT TO THE PLAN. ADDITIONALLY, UNLESS OTHERWISE EXPLICITLY STATED
IN THE PLAN, THE INJUNCTION CONTEMPLATED BY THIS SECTION SHALL PROHIBIT THE
ASSERTION AGAINST THE LIQUIDATION TRUST OF ALL CLAIMS OR INTERESTS, IF ANY,
RELATED TO THE DEBTORS, THAT ARE NOT OTHERWISE DISCHARGED OR RELEASED BY THE
PLAN OR THE CONFIRMATION ORDER.

         7.9      WAIVER OF CERTAIN CLAIMS.

                  Subject to the occurrence of the Initial Distribution Date,
and except as otherwise expressly provided in the Plan or Confirmation Order,
all Holders of Junior Notes Claims, Senior Notes Claims and REMIC Guarantee
Claims and Junior Notes Indenture Trustees, the Senior Notes Indenture Trustees,
the REMIC Trustees and the Resecuritization Trustee shall all be deemed, by
virtue of their receipt of distributions and/or other treatment contemplated
under the Plan, to have forever covenanted with each other to waive, release and
not to assert, sue, or otherwise seek any recovery from each other or the
Debtors, the Creditors' Committee, and each of those parties' officers,
directors, members, ex officio members and the Interested Party Professionals,
whether for tort, contract, violations of federal or state securities laws, or
otherwise, based upon any claim, right or cause of action related to the
construction and enforcement of the Junior Notes Indenture, the Senior Notes
Indenture or any obligations under the B-2 REMIC Guarantees and the
Resecuritization Note Put Option or any alleged priority or subordination in
respect of distributions received on account of Junior Notes Claims, Senior
Notes Claims or REMIC Guarantee Claims; provided further, however, that this
provision shall not operate as a waiver or release of any right that any party
in interest may have to object to any Claim, including Fee Claims, or any
Interest and shall not otherwise operate as a waiver or release of any objection
to Claims or Interests pending as of the Effective Date, regardless of whether
such objection was brought by the Debtors or any other party in interest.

                                       60



         7.10     INTENTIONALLY OMITTED.

         7.11     RELEASE OF LIENS AND PERFECTION OF LIENS.

                  Except as otherwise specifically provided in the Plan or in
any agreement, instrument or document created in connection with the Plan: (a)
each Holder of (i) a Secured Claim, (ii) a Claim that is purportedly secured
and/or (iii) a judgment, personal property or ad valorem tax, mechanics' or
similar Secured Claim, in each case regardless of whether such Claim is an
Allowed Claim, shall, on or immediately before the Effective Date and regardless
of whether such Claim has been scheduled or proof of such Claim has been filed:
(1) turn over and release to the Estates, the Liquidation Trust, the Reorganized
Sale Debtors, the Reorganized Stand Alone Debtors or the Buyer, as the case may
be, any and all property of the Debtors or the Estates that secures or
purportedly secures such Claim, or such Lien and/or Claim which shall
automatically, and without further action by the Estates, the Liquidation Trust,
the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors or the Buyer,
be deemed released; and (2) execute such documents and instruments as the
Liquidation Trust, the Reorganized Sale Debtors, the Reorganized Stand Alone
Debtors or the Buyer require(s) to evidence such Claim Holder's release of such
property or Lien, and if such Holder violates the Confirmation Order and this
Plan by refusing to execute appropriate documents or instruments, the
Liquidation Trust, the Reorganized Sale Debtors, the Reorganized Stand Alone
Debtors or the Buyer may, in its or their discretion, file a copy of the
Confirmation Order which shall serve to release any Claim Holder's rights in
such property; and (b) on the Effective Date, all right, title and interest in
such property shall revert, vest or revest in accordance with this Plan, free
and clear of all Claims and Interests, including, without limitation, Liens,
escrows, charges, pledges, encumbrances and/or security interests of any kind;
provided, however, that the physical turnover of property described (1), above,
is necessary and required only to the extent the Holder is in possession or
control of the property that secures or purportedly secures such Claim.

                  Without limiting the automatic release provisions of the
immediately preceding paragraph: (a) no distribution hereunder shall be made to
or on behalf of any Claim Holder unless and until such Holder executes and
delivers to the Estates, the Liquidation Trust, the Reorganized Sale Debtors,
the Reorganized Stand Alone Debtors or the Buyer (respecting property to be
Transferred to the Buyer under the Sale Option) such release of Liens or
otherwise turns over and releases such Cash, pledge or other possessory Liens;
(b) such Holder that fails to execute and deliver such release of Liens within
ninety (90) days after the Effective Date shall be deemed to have no Claim
against the Debtors, the Estates, the Liquidation Trust, the Reorganized Sale
Debtors, the Reorganized Stand Alone Debtors or the Buyer or their assets or
property in respect of such Claim and shall not participate in any distribution
hereunder; and (c) the Estates, the Liquidation Trust, the Reorganized Sale
Debtors, the Reorganized Stand Alone Debtors or the Buyer (respecting property
to be Transferred to the Buyer under the Sale Option), who shall be deemed to be
appointed as attorney-in-fact for all such Holders of Lien Claims for the
purpose of releasing such Liens, shall be authorized to use, and all authorities
shall be required to accept, the Confirmation Order and the notice of Effective
Date as satisfaction of all Liens.

                                       61



                  Notwithstanding the foregoing two Paragraphs, any Lien
securing a Claim of a Holder, to the extent that it is valid, perfected and
unavoidable, (a) under the Stand Alone Option, remains attached to the property
that secures or purportedly secures such Claim or (b) under the Sale Option,
attaches to the proceeds of the Transaction (or other relevant Net Proceeds)
resulting from the property that secures or purportedly secures such Claim;
provided, however, that such Liens are immediately released in accordance with
the foregoing two Paragraphs when the Claim of such a Holder becomes (y) a
Disallowed Claim or (z) an Allowed Claim and payment on the Allowed Claim is
made.

         7.12     INSURANCE PRESERVATION.

                  Nothing in the Plan, including any releases, shall diminish or
impair the Debtors' ability to enforce any insurance policies or other policies
of insurance that may cover insurance Claims or other Claims against the
Debtors, the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors or
any other Person. All such insurance policies or other policies of insurance
that may cover Future Claims or other Claims against the Debtors, the
Liquidation Trust, the Reorganized Sale Debtors, the Reorganized Stand Alone
Debtors or any other Person shall remain in full force and effect. Under the
Sale Option, to the extent requested by the Liquidation Trust, and otherwise
appropriate under the circumstances, all policies of insurance vest in or
otherwise purchased by the Reorganized Sale Debtors shall list the Liquidation
Trust as co-insured.

                                  ARTICLE VIII.

              GENERAL PROVISIONS REGARDING TREATMENT OF CLAIMS AND

                   INTERESTS AND DISTRIBUTIONS UNDER THE PLAN

         8.1      SPECIAL CONSIDERATIONS FOR DISTRIBUTIONS TO CLASSES 4A, 4B AND
                  4C.

                  Distributions for the benefit of beneficial holders of Senior
Notes, Junior Notes, B-2 REMIC Guarantees and the Resecuritization Note shall be
made to the Senior Notes Indenture Trustee, the Junior Notes Indenture Trustee,
the individual REMIC Trustees and the Resecuritization Trustee, as applicable.
The Senior Notes Indenture Trustee, the Junior Notes Indenture Trustee, the
individual REMIC Trustees and the Resecuritization Trustee shall, in turn,
promptly administer the distributions to the beneficial Holders of Allowed
Claims in Classes 4A, 4B and 4C, as applicable, in accordance with the Plan and
applicable transaction documents. None of the Senior Notes Indenture Trustee,
the Junior Notes Indenture Trustee, the individual REMIC Trustees and the
Resecuritization Trustee shall be required to give any bond or surety or other
security for the performance of their duties unless otherwise ordered by the
Bankruptcy Court; and in the event that such parties are so otherwise ordered,
all costs and expenses of procuring any such bond or surety shall be paid from
the distributions to the beneficial Holders of Senior Notes Claims, Junior Notes
Claims and REMIC Guarantee Claims. Additionally, to the extent necessary to
satisfy the charging liens of the Senior Notes Indenture Trustee, the Junior
Notes Indenture Trustee, the REMIC Trustee and the Resecuritization Trustee and
satisfy the fees and expenses of the Senior Notes Indenture Trustee, the Junior
Notes Indenture Trustee, the REMIC Trustee and the Resecuritization Trustee,
under the Stand Alone Option, at the

                                       62



request of the Senior Notes Indenture Trustee, the Junior Notes Indenture
Trustee, the REMIC Trustee or the Resecuritization Trustee, up to $750,000.00 in
Cash will be paid to the Holders of Senior Notes Claims and Junior Notes Claims
and up to $750,000.00 in Cash will be paid to the Holders of REMIC Guarantee
Claims, in lieu of an identical value of New Common Stock (maintaining a Pro
Rata distribution to all Allowed Claims), in order to pay the fees and expenses
of such trustees.

         8.2      DISPUTED CLAIM RESERVES AND STAND ALONE VOTING TRUST.

                           (a)      ESTABLISHMENT OF DISPUTED CLAIM RESERVES FOR
                                    CASH DISTRIBUTIONS.

                           On the Initial Distribution Date (or on any other
date on which distributions for any particular Class (or group of Classes in the
case of Class 4) of Claims are made pursuant to the Plan by the Liquidation
Trust), and in connection with making all distributions required to be made on
any such date under the Plan, the Liquidation Trust (under the Sale Option) or
the Reorganized Stand Alone Debtors (under the Stand Alone Option) shall
establish, for record keeping purposes only, a separate Disputed Claim reserve
on account of distributions of Cash for each of the relevant Classes (or group
of Classes in the case of Class 4), as necessary pursuant to the Plan.

                           (b)      ESTABLISHMENT OF THE STAND ALONE VOTING
                                    TRUST FOR NEW COMMON STOCK AND NEW WARRANT
                                    DISTRIBUTION.

                           Under the Stand Alone Option, on the Effective Date,
there shall be established the Stand Alone Voting Trust pursuant to the Stand
Alone Voting Trust Agreement. The purpose of the Stand Alone Voting Trust shall
be to hold the New Common Stock and New Warrants, if applicable, in reserve for
Disputed Claims or Interests for each of the relevant Classes (or group of
Classes in the case of Class 4), as necessary pursuant to the Plan. Pursuant to
the Stand Alone Voting Trust Agreement, there will be three (3) independent and
disinterested Persons designated as the Stand Alone Voting Trustees by the
Creditors' Committee with the consent of the Debtors and Berkshire, whose
approval shall not be unreasonably withheld, and identified in the Plan
Supplement; provided, however, that an outstanding Fee Claim shall not render a
Person ineligible to serve as a Stand Alone Voting Trustee. The Reorganized
Stand Alone Debtors shall be responsible for and shall indemnify the Stand Alone
Voting Trust for any reasonable costs of administration, including, without
limitation, the payment of fees earned by the Stand Alone Voting Trustees under
the Stand Alone Voting Trust Agreement and reasonable professional costs. Upon
allowance of any Disputed Claim or Interest for which New Common Stock or New
Warrants is held in the Stand Alone Voting Trust, an appropriate amount of such
New Common Stock or New Warrants shall promptly be released to the Reorganized
Stand Alone Debtors for distribution to the Holder of the Allowed Claim or
Interest pursuant to the terms of the Plan.

                           (c)      AMOUNTS TO BE RESERVED.

                           The Liquidation Trust and/or the Stand Alone Voting
Trust shall reserve the Ratable proportion of all Cash, New Common Stock, New
Warrants or other property

                                       63



allocated for distribution on account of each Disputed Claim based upon the
asserted amount of each such Disputed Claim, or such lesser amount as may be
agreed to by the Holder of the Claim on one hand and the Liquidation Trust or
the Stand Alone Voting Trust on the other hand, as applicable, or as may
otherwise be determined by order of the Bankruptcy Court. All Cash or other
property allocable to the relevant Class (or group of Classes in the case of
Class 4) hereunder shall be distributed by the Liquidation Trust to the relevant
Disputed Claim reserve on the Initial Distribution Date (or such other date on
which distributions for any particular Class of Claims are made pursuant to the
Plan). All New Common Stock or New Warrants allocable to the relevant Class (or
group of Classes in the case of Class 4) hereunder shall be distributed by the
Stand Alone Voting Trustees to the Stand Alone Voting Trust on the Initial
Distribution Date (or such other date on which distributions for any particular
Class of Claims are made pursuant to the Plan). To the extent that the property
placed in a Disputed Claim reserve consists of Cash, that Cash shall be
deposited in an interest-bearing account at a qualified institution, consistent
with the Liquidation Trust Agreement.

                           (d)      DISTRIBUTION.

                           Payments on any Disputed Claim that becomes an
Allowed Claim shall be distributed on the first Quarterly Distribution Date
after the Claim is Allowed. Distributions shall be made only to the extent of
the aggregate distributions that the Holder of any such Allowed Claim would have
received had such Claim been Allowed as of the Effective Date (less any taxes
paid with respect to amounts held in the Disputed Reserves). No interest shall
accrue or be paid on the unpaid amount of any distribution paid on a Quarterly
Distribution Date. Distributions to each Holder of a Disputed Claim that has
become an Allowed Claim (and to the extent that the holder of the Disputed Claim
has not received prior distributions on account of that Claim) shall be made in
accordance with the provisions of the Plan governing the Class (or group of
Classes in the case of Class 4) of Claims in which the Claim is classified.

                           (e)      TERMINATION OF DISPUTED CLAIM RESERVE OR
                                    STAND ALONE VOTING TRUST.

                           Each Disputed Claim reserve shall be closed and
extinguished by the Liquidation Trustee when all distributions and other
dispositions of Cash or other property required to be made therefrom under the
Plan and the Liquidation Trust Agreement have been made. Upon closure of a
Disputed Claim reserve, all Cash and other property held in that Disputed Claim
reserve shall revest in the Liquidation Trust and such Cash and property shall
be Ratably distributed to the other Holders of Allowed Claims in the Class (or
group of Classes) in respect of which such Disputed Claims reserve was created.
The Stand Alone Voting Trust shall be closed and extinguished by the Stand Alone
Voting Trustees when all distributions of New Common Stock and New Warrants
required to be made under the Plan have been made.

                           (f)      LIMITATION OF LIABILITY FOR FUNDING THE
                                    DISPUTED CLAIM RESERVE.

                           Except as expressly set forth in the Plan, the
Liquidation Trust shall have no duty to fund the Disputed Reserves.

                                       64



         8.3      TRANSMITTAL OF DISTRIBUTIONS AND NOTICES.

                  Any property or notice which a Person is or becomes entitled
to receive pursuant to the Plan may be delivered by regular mail, postage
prepaid, in an envelope addressed to that Person's Distribution Address.
Property distributed in accordance with this Section shall be deemed delivered
to such Person regardless of whether such property is actually received by that
Person.

                  A Holder of a Claim or Interest may designate a different
Distribution Address by notifying, after the Effective Date, the Liquidation
Trustee and prior to the Effective Date, the Debtors, of that address in
writing. Any change of Distribution Address must be provided to the Liquidation
Trustee or Debtors, as applicable, by registered mail in order to be effective.
Such notification shall be effective only upon receipt.

                  Distributions and Notices to the Holders of REMIC Guarantee
Claims shall be delivered by regular mail, postage prepaid, in an envelope
addressed to JPMorgan Chase Bank, 4 New York Plaza, 15th Floor, New York, NY
10004, Attention: James R. Lewis, Esq., Tel: (212) 623-6759, Fax: (212)
623-6165.

         8.4      UNCLAIMED DISTRIBUTIONS.

                  Unclaimed Property shall be forfeited by the Holder entitled
thereto, whereupon all rights, titles and interests in and to the Unclaimed
Property shall immediately and irrevocably revest in the Estate of the
Reorganized Debtors or the Liquidation Trust, as appropriate, the Holder of the
Allowed Claim previously entitled to such Unclaimed Property shall cease to be
entitled thereto, and such Unclaimed Property shall be Ratably distributed to
the other Holders of Allowed Claims in the same Class (or group of Classes). A
Claim and the Unclaimed Property distributed on account of such Claim shall not
escheat to any federal, state or local government or other entity by reason of
the failure of its Holder to claim a distribution in respect of such Claim.

         8.5      SETOFFS.

                  The Liquidation Trust (under the Sale Option) or the
Reorganized Stand Alone Debtors (under the Stand Alone Option) may, but shall
not be required to, setoff against any Claim (for purposes of determining the
allowed amount of such Claim on which distribution shall be made), any claims of
any nature whatsoever that the Debtors may have against the claimant, but
neither the failure to do so nor the allowance of any Claim hereunder shall
constitute a waiver or release by the Debtors of any such claim the Debtors may
have against such claimant.

         8.6      WITHHOLDING TAXES AND EXPENSES OF DISTRIBUTION.

                  Any federal, state or local withholding taxes or other amounts
required to be withheld under applicable law shall be deducted from
distributions hereunder. All Holders of Claims or Interests shall be required to
provide any information necessary to effect the

                                       65



withholding of such taxes. In addition, all distributions under the Plan shall
be net of the actual and reasonable costs of making such distributions.

         8.7      ALLOCATION OF PLAN DISTRIBUTIONS BETWEEN PRINCIPAL AND
                  INTEREST.

                  To the extent that any Allowed Claim entitled to a
distribution under the Plan is comprised of indebtedness and accrued but unpaid
interest thereon, such distribution shall, for federal income tax purposes, be
allocated to the principal amount of the Claim first and then, to the extent the
consideration exceeds the principal amount of the Claim, to the portion of such
Claim representing accrued but unpaid interest.

         8.8      DISPUTED IDENTITY OF HOLDER.

                  If any dispute arises as to the identity of a Holder of an
Allowed Claim who is to receive any distribution, the Liquidation Trustee may,
in lieu of making such distribution to such Person, make such distribution into
an escrow account until the disposition thereof shall be determined by the
Bankruptcy Court order or by written agreement among the interested parties to
such dispute; provided, however, that if the dispute remains unresolved by Final
Order for more than ninety (90) days after the relevant Distribution Date, the
property which is the subject of the dispute shall irrevocably become Unclaimed
Property.

         8.9      TRANSFERS OF CLAIMS.

                  As of the close of business on the Record Date, the various
transfer registers for each of the Classes of Claims or Interests as maintained
by the Debtors, or their respective agents, shall be deemed closed, and there
shall be no further changes in the Holders of record of any of the Claims or
Interests. No party, including but not limited to the Debtors, the Liquidation
Trust (under the Sale Option) and the Reorganized Stand Alone Debtors (under the
Stand Alone Option), shall have any obligation to recognize any transfer of the
Claims or Interests occurring after the Record Date unless notice of the
transfer of such Claim or Interest, in form and substance satisfactory to the
Debtors, the Liquidation Trust (under the Sale Option) or the Reorganized Stand
Alone Debtors (under the Stand Alone Option), as appropriate, shall have been
received by the Debtors or the Liquidation Trustee, as appropriate, prior to the
Record Date. Subject to the immediately preceding sentence, only those Holders
of record stated on the transfer ledgers as of the close of business on the
Record Date, to the extent applicable, shall be entitled to be recognized for
all purposes hereunder.

                                       66



         8.10     METHOD OF CASH DISTRIBUTIONS.

                  Any Cash payment to be made by the Liquidation Trust (under
the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand Alone
Option) pursuant to the Plan may be made, at the sole discretion of the
Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors
(under the Stand Alone Option), by draft, check, wire transfer, or as otherwise
required or provided in any relevant agreement or applicable law. Any payment or
distribution due on a day other than a Business Day shall be made, without
interest, on the next Business Day.

         8.11     DE MINIMIS DISTRIBUTIONS.

                  No Cash payment in an amount less than fifty dollars ($50.00)
shall be made by the Liquidation Trust (under the Sale Option) or the
Reorganized Stand Alone Debtors (under the Stand Alone Option) to any Holder of
a Claim or Interest unless a request therefor is made in writing to the
Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors
(under the Stand Alone Option) prior to one (1) year after the Effective Date.
Cash that otherwise would be payable under the Plan but for this Section 8.11
shall be reserved and distributed with future distributions, if any, that,
collectively, exceed fifty dollars ($50.00). Distributions of cash that
otherwise would be payable under the Plan to a Holder but for this Section 9.14
that never, collectively, exceed fifty dollars ($50.00) as described in the
foregoing sentence and for which a request is not made within the one (1) year
deadline shall become Unclaimed Property.

         8.12     NO DISTRIBUTION IN EXCESS OF ALLOWED AMOUNT OF CLAIM.

                  Notwithstanding anything to the contrary herein, no Holder of
an Allowed Claim shall receive in respect of such Claim any distribution in
excess of the allowed amount of such Claim.

         8.13     EXEMPTION FROM CERTAIN TRANSFER TAXES.

                  Pursuant to section 1146(c) of the Bankruptcy Code: (a) the
issuance, transfer or exchange of any securities, instruments or documents; (b)
the creation or release of any other Lien, mortgage, deed of trust or other
security interest; or (c) the making or assignment of any lease or sublease or
the making or delivery of any deed or other instrument of transfer under,
pursuant to, in furtherance of or in connection with the Plan or the sale of any
assets of the Debtors or the Estates, including the Purchase Agreement, any
deeds, releases, bills of sale or assignments executed in connection with the
Plan or the Confirmation Order, shall not be subject to any stamp tax, transfer
tax, intangible tax, recording fee, or similar tax, charge or expense to the
fullest extent provided for under section 1146(c) of the Bankruptcy Code.

                                       67



                                   ARTICLE IX.

                    EXECUTORY CONTRACTS AND UNEXPIRED LEASES

         9.1      ASSUMPTION OR REJECTION OF EXECUTORY CONTRACTS AND UNEXPIRED
                  LEASES.

                  Under the Sale Option, on the Effective Date, and to the
extent permitted by applicable law, (a) any and all executory contracts and
unexpired leases of any Debtor that are listed on Sections 1.09(a) or 1.09(b) of
Sellers' Disclosure Schedule as being assumed and assigned to the Buyer pursuant
to the Purchase Agreement shall be deemed assumed and assigned to the Buyer
pursuant to the Plan in accordance with the Purchase Agreement and (b) (i) such
contracts or leases as are listed on the Executory Contract Schedule filed by
the Debtors (which may be modified by the Liquidation Trust up to sixty (60)
days after the Effective Date), (ii) the Servicing Agreements, and (iii) any and
all executory contracts or unexpired leases assumed prior to entry of the
Confirmation Order shall be deemed assumed pursuant to the provisions of section
365 and section 1123 of the Bankruptcy Code as of the Effective Date. All other
executory contracts and unexpired leases of each of the Debtors shall be deemed
rejected in accordance with the provisions of section 365 and section 1123 of
the Bankruptcy Code; provided, however, that any and all executory contracts or
unexpired leases which are the subject of separate motions filed pursuant to
section 365 of the Bankruptcy Code by the Debtors prior to the commencement of
the Confirmation Hearing shall not be deemed rejected and shall be treated as so
ordered by the Bankruptcy Court in an order entered pursuant to the motion.
Subject to the aforementioned proviso, the Confirmation Order shall constitute
an order of the Court approving all such assumption and assignments and
rejections pursuant to section 365 of the Bankruptcy Code subject to the
occurrence of the Effective Date.

                  Under the Stand Alone Option, on the Effective Date, and to
the extent permitted by applicable law, (a) such contracts or leases as are
listed on the Executory Contract Schedule filed by the Debtors, which may be
modified by the Reorganized Stand Alone Debtors up to sixty (60) days after the
Effective Date, and (b) any and all executory contracts or unexpired leases
rejected prior to entry of the Confirmation Order shall be rejected pursuant to
the provisions of section 365 and section 1123 of the Bankruptcy Code as of the
Effective Date, if not already rejected as of a prior date. All other executory
contracts and unexpired leases of each of the Debtors shall be deemed assumed in
accordance with the provisions of section 365 and section 1123 of the Bankruptcy
Code as of the Effective Date; provided, however, that any and all executory
contracts or unexpired leases which are the subject of separate motions filed
pursuant to section 365 of the Bankruptcy Code by the Debtors prior to the
commencement of the Confirmation Hearing shall not be deemed assumed and shall
be treated as so ordered by the Bankruptcy Court in an order entered pursuant to
the motion. Subject to the aforementioned proviso, the Confirmation Order shall
constitute an order of the Court approving all such assumption and assignments
and rejections pursuant to section 365 of the Bankruptcy Code. Contracts or
leases entered into after the Petition Date will be performed by the Reorganized
Stand Alone Debtors in the ordinary course of their businesses.

                                       68



         9.2      BAR DATE FOR REJECTION DAMAGES.

                  If the rejection of any executory contract or unexpired lease
under the Plan gives rise to a Claim by the non-Debtor party or parties to such
contract or lease, such Claim, to the extent that it is timely filed and is an
Allowed Claim, shall be classified in Class 4E; provided, however, that the
Unsecured Claim arising from such rejection shall be forever barred and shall
not be enforceable against the Debtors, the Reorganized Sale Debtors, the
Reorganized Stand Alone Debtors, the Liquidation Trust, their successors or
properties, unless a proof of such Claim is filed and served on the Liquidation
Trust (under the Sale Option) or the Reorganized Stand Alone Debtors (under the
Stand Alone Option) and the Claims Agent within thirty (30) days after the date
of notice of the entry of the order of the Bankruptcy Court rejecting the
executory contract or unexpired lease which may include, if applicable, the
Confirmation Order.

         9.3      PROCEDURES FOR THE DETERMINATION OF CURE AMOUNTS.

                  Unless otherwise noted in the Executory Contract Schedule or
the Purchase Agreement, or any schedule thereto, the cure amount pursuant to
section 365(b)(1) of the Bankruptcy Code for any executory contracts or
unexpired leases shall be $0.00. Any dispute regarding (i) the nature or amount
of any payment necessary to satisfy the listed cure amount under the contract or
lease to be assumed or assumed and assigned, (ii) the ability of the Debtors,
the Buyer or any other assignee, as the case may be, to provide "adequate
assurance of future performance," within the meaning of section 365 of the
Bankruptcy Code, under the contract or lease to be assumed or assumed and
assigned or (iii) any other matter pertaining to assumption or assumption and
assignment under section 365 of the Bankruptcy Code shall be forever barred and
shall not be enforceable against the Debtors, the Liquidation Trust, the
Reorganized Sale Debtor, the Reorganized Stand Alone Debtors, their successors
or properties, unless a motion or objection, as appropriate, is filed and served
on the Debtors (prior to the Effective Date), the Liquidation Trust and the
Buyer (under the Sale Option) or the Reorganized Stand Alone Debtors (under the
Stand Alone Option) within thirty (30) days after the date of notice of proposed
assumption or assumption and assignment, or such later date as allowed by the
Bankruptcy Court. The Liquidation Trust (under the Sale Option) or the
Reorganized Stand Alone Debtors (under the Stand Alone Option), and not the
Buyer, shall be responsible for paying any cure costs associated with the
assumption and assignment of any executory contract or unexpired lease assumed
and assigned to the Buyer, whether pursuant to the Plan or pursuant to any other
order of the Bankruptcy Court. The Liquidation Trust (under the Sale Option) and
the Reorganized Stand Alone Debtors (under the Stand Alone Option) shall have
the right to dispute any asserted cure amounts, including any amounts noted in
the Executory Contract Schedule or the Purchase Agreement.

                                       69



                                   ARTICLE X.

           DISPUTED, CONTINGENT AND UNLIQUIDATED CLAIMS AND INTERESTS

         10.1     OBJECTIONS TO CLAIMS AND INTERESTS.

                  The Claims/Interests Objection Deadline shall be six (6)
months after the Effective Date; provided, however, that the last day for filing
Avoidance Actions against a Holder of a Claim or Interest shall be November 15,
2004. Notwithstanding any of the foregoing, the Reorganized Stand Alone Debtors
or the Liquidation Trustee, as appropriate, may request from the Bankruptcy
Court an extension of the Claims/Interests Objection Deadline, which such
extended date shall become the new Claims/Interests Objection Deadline.

                  The Liquidation Trust (under the Sale Option) or the
Reorganized Stand Alone Debtors (under the Stand Alone Option) have the
exclusive responsibility for reviewing and objecting to the allowance of any
Claim or Interest filed in the Chapter 11 Cases. The Liquidation Trust or the
Reorganized Stand Alone Debtors, as appropriate, shall have until the
Claims/Interests Objection Deadline to file objections to the Claims and
Interest in the Chapter 11 Cases. All objections shall be litigated to a Final
Order; provided, however, that the Liquidation Trust or the Reorganized Stand
Alone Debtors, as the case may be, may compromise and settle any objections to
Claims or Interests, subject to the provisions of this Article X without further
order of the Bankruptcy Court; and further provided, however, that distributions
may be made to a Holder of a Claim or Interest prior to the expiration of the
Claims/Interests Objection Deadline if the Liquidation Trustee or the
Reorganized Stand Alone Debtors, as appropriate, reasonably believes that no
basis exists for objection to such Holder's Claim or Interest. Notwithstanding
the foregoing, nothing in this Plan shall be interpreted to operate as a waiver
or release of (x) any right that any party in interest may have to object to (a)
any Claim or Interest through the Effective Date or (b) any Fee Claim after the
Effective Date; or (y) any objection to Claims or Interests pending as of the
Effective Date, regardless of whether such objection was brought by the Debtors
or any other party in interest.

                  Objections to Claims or Interests shall not be subject to any
defense, including, without limitation, res judicata, estoppel or any other
defense because of the confirmation of the Plan and all such rights are
expressly preserved and reserved by the Plan for the Debtors, their Estates, the
Liquidation Trust (under the Sale Option) and the Reorganized Stand Alone
Debtors (under the Stand Alone Option). Additionally, the rights of the
Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors
(under the Stand Alone Option) to amend, modify or supplement any objection to a
particular Claim or Interest to include relief pursuant to section 502(d) of the
Bankruptcy Code are hereby preserved until sixty (60) days after the entry of a
Final Order against a Holder of such Claim.

         10.2     ESTIMATION OF CLAIMS OR INTERESTS.

                  Through the Claims/Interests Objection Deadline, the
Liquidation Trust (under the Sale Option) or the Reorganized Stand Alone Debtors
(under the Stand Alone Option) may request that the Bankruptcy Court enter an
Estimation Order fixing the value of, pursuant to

                                       70



section 502(c) of the Bankruptcy Code, any Disputed Claim or Interest,
regardless of whether a Debtor has previously objected to such Claim or Interest
or whether the Bankruptcy Court has ruled on any such objection, and the
Bankruptcy Court will retain jurisdiction to estimate any Disputed Claim or
Interest at any time during litigation concerning any objection to any Disputed
Claim or Interest, including during the pendency of any appeal relating to any
such objection. In the event that the Bankruptcy Court enters an Estimation
Order estimating any Disputed Claim or Interest, the amount of such estimation
will constitute either the allowed amount of such Claim or Interest or a maximum
limitation on such Claim or Interest, as determined by the Bankruptcy Court. If
the estimated amount constitutes a maximum limitation on such Claim or Interest,
the Liquidation Trust or the Reorganized Stand Alone Debtors (as appropriate)
may elect to pursue any supplemental proceedings to object to any ultimate
payment on such Claim or Interest. All of the aforementioned Claims and
Interests objection, estimation and resolution procedures are cumulative and are
not necessarily exclusive of one another. Claims or Interests may be estimated
and thereafter resolved by any mechanism permitted under the Bankruptcy Code or
the Plan.

         10.3     AMENDMENTS TO CLAIMS OR INTERESTS.

                  After the Confirmation Date, a Claim or Interest may not be
filed or amended without the authorization of the Bankruptcy Court and, even
with such Bankruptcy Court authorization, may be amended by the Holder of such
Claim or Interest solely to decrease, but not to increase, unless otherwise
provided by the Bankruptcy Court, the amount or priority.

         10.4     AUTHORITY TO SETTLE DISPUTED CLAIMS OR INTERESTS.

                  From and after the Effective Date, the Liquidation Trust
(under the Sale Option) or the Reorganized Stand Alone Debtors (under the Stand
Alone Option) shall be authorized with respect to those Claims or Interests
which are not allowed by Final Order of the Bankruptcy Court, pursuant to
Bankruptcy Rule 9019 and section 105(a) of the Bankruptcy Code, to compromise
and settle Disputed Claims with a Disputed Amount in excess of $25,000.00, upon
Bankruptcy Court approval of such settlement. Notwithstanding any prior order of
the Bankruptcy Court or the provisions of Bankruptcy Rule 9019, the Liquidation
Trust or the Reorganized Stand Alone Debtors, as appropriate, may settle or
compromise any Disputed Claim with a Disputed Amount of $25,000.00 or less
without approval of the Bankruptcy Court. This provision shall not prohibit the
surrender of REMIC Certificates or interests therein to the Liquidation Trust
(under the Sale Option) or the Reorganized Sale Debtors (under the Stand Alone
Option) in connection with the resolution of Disputed Class 4C Claims.

         10.5     NO RECOURSE.

                  Notwithstanding that the allowed amount of any particular
Disputed Claim is reconsidered under the applicable provisions of the Bankruptcy
Code and Bankruptcy Rules or is allowed in an amount for which there is
insufficient value in the relevant fund or reserve to provide a recovery equal
to that received by other Holders of Allowed Claims in the relevant Class, no
Claim or Interest Holder shall have recourse to the Debtors, the Liquidation
Trust, the Reorganized Sale Debtors, the Reorganized Stand Alone Debtors, the
Creditors' Committee or

                                       71



any member or ex officio member thereof, any of the Interested Party
Professionals, the Holder of any other Claim or Interest, or any of their
respective property. However, nothing in the Plan shall modify any right of a
Holder of a Claim or Interest under section 502(j) of the Bankruptcy Code. THUS,
THE BANKRUPTCY COURT'S ENTRY OF AN ESTIMATION ORDER MAY LIMIT THE DISTRIBUTION
TO BE MADE ON INDIVIDUAL DISPUTED CLAIMS OR INTERESTS, REGARDLESS OF THE AMOUNT
FINALLY ALLOWED ON ACCOUNT OF SUCH DISPUTED CLAIMS OR INTERESTS.

                                   ARTICLE XI.

                            ADMINISTRATIVE PROVISIONS

         11.1     RETENTION OF JURISDICTION.

                  Notwithstanding confirmation of the Plan or occurrence of the
Effective Date, the Bankruptcy Court shall retain exclusive jurisdiction over
all matters arising out of or related to the Chapter 11 Cases and the Plan to
the fullest extent legally permissible, including, without limitation, for the
following purposes:

                  (a)      to determine the allowance, classification, or
                           priority of Claims upon objection by the Debtors, the
                           Creditors' Committee, the Liquidation Trust or the
                           Liquidation Trustee, or any other party in interest
                           entitled to file an objection, and the validity,
                           extent, priority and nonavoidability of consensual
                           and nonconsensual Liens and other encumbrances;

                  (b)      to issue injunctions or take such other actions or
                           make such other orders as may be necessary or
                           appropriate to restrain interference with the Plan or
                           its execution or implementation by any Person, to
                           construe and to take any other action to enforce and
                           execute the Plan, the Confirmation Order, or any
                           other order of the Bankruptcy Court, to issue such
                           orders as may be necessary for the implementation,
                           execution, performance and consummation of the Plan
                           and all matters referred to herein, and to determine
                           all matters that may be pending before the Bankruptcy
                           Court in the Chapter 11 Cases on or before the
                           Effective Date with respect to any Person;

                  (c)      to protect the property of the Estates, the
                           Reorganized Sale Debtors, the Reorganized Stand Alone
                           Debtors, Liquidation Trust or the Buyer as the case
                           may be, including Litigation Claims, from claims
                           against, or interference with, such property,
                           including actions to quiet or otherwise clear title
                           to such property or to resolve any dispute concerning
                           Liens, security interests or encumbrances on any
                           property of The Debtors, the Estates, the Liquidation
                           Trust, the Reorganized Sale Debtors or the
                           Reorganized Stand Alone Debtors;

                  (d)      to determine any and all applications for allowance
                           of Fee Claims;

                                       72



                  (e)      to determine any Priority Tax Claims, Priority
                           Non-Tax Claims, Administrative Claims or any other
                           request for payment of Claims, including both fees
                           and expenses, entitled to priority under section
                           507(a) of the Bankruptcy Code;

                  (f)      to resolve any dispute arising under or related to
                           the implementation, execution, consummation or
                           interpretation of the Plan and the making of
                           distributions hereunder, including any and all
                           disputes regarding the Purchase Agreement, as
                           provided in section 10.13 of the Purchase Agreement;

                  (g)      to determine any and all motions related to the
                           rejection, assumption or assignment of executory
                           contracts or unexpired leases, or to determine any
                           motion to reject an executory contract or unexpired
                           lease pursuant to Article IX of the Plan;

                  (h)      except as otherwise provided herein, to determine all
                           applications, motions, adversary proceedings,
                           contested matters, actions, and any other litigated
                           matters instituted in and prior to the closing of the
                           Chapter 11 Cases, including any remands;

                  (i)      to enter a Final Order closing the Chapter 11 Cases;

                  (j)      to modify the Plan under section 1127 of the
                           Bankruptcy Code, remedy any defect, cure any
                           omission, or reconcile any inconsistency in the Plan
                           or the Confirmation Order so as to carry out its
                           intent and purposes;

                  (k)      to issue such orders in aid of consummation of the
                           Plan and the Confirmation Order notwithstanding any
                           otherwise applicable non-bankruptcy law, with respect
                           to any Person, to the full extent authorized by the
                           Bankruptcy Code;

                  (l)      to determine any tax liability pursuant to section
                           505 of the Bankruptcy Code;

                  (m)      to enter and implement such orders as may be
                           appropriate in the event the Confirmation Order is
                           for any reason stayed, revoked, modified or vacated;

                  (n)      to resolve any disputes concerning whether a Person
                           had sufficient notice of the Chapter 11 Cases, the
                           applicable Claims bar date, the hearing to consider
                           approval of the Disclosure Statement or the
                           Confirmation Hearing or for any other purpose;

                  (o)      to resolve any dispute or matter arising under or in
                           connection with any order of the Bankruptcy Court
                           entered in the Chapter 11 Cases;

                                       73



                  (p)      to authorize sales of assets as necessary or
                           desirable and resolve objections, if any, to such
                           sales;

                  (q)      to hear and resolve Litigation Claims;

                  (r)      to resolve any disputes concerning any release,
                           discharge, injunction, exculpation or other waivers
                           and protections provided in the Plan;

                  (s)      to approve, if necessary, any distributions, or
                           objections thereto, under the Plan;

                  (t)      to approve any Claims settlement entered into or
                           offset exercised by the Liquidation Trust and the
                           Liquidation Trustee;

                  (u)      to resolve any dispute or matter arising under or in
                           connection with the Liquidation Trust;

                  (v)      to oversee any dispute concerning improper or
                           excessive draws under letters of credit issued for
                           the account of the Debtors; and

                  (w)      to determine such other matters, and for such other
                           purposes, as may be provided in the Confirmation
                           Order or as may be authorized under provisions of the
                           Bankruptcy Code.

                  If the Bankruptcy Court abstains from exercising or declines
to exercise jurisdiction, or is otherwise without jurisdiction over any matter
arising out of the Chapter 11 Cases, including the matters set forth in this
Article XI, this Article shall not prohibit or limit the exercise of
jurisdiction by any other court having competent jurisdiction with respect to
such matter. Notwithstanding any provisions of the Plan, the Bankruptcy Court
shall have concurrent but not exclusive jurisdiction over the prosecution of
Causes of Actions, including but not limited to Avoidance Actions.

         11.2     INTENTIONALLY OMITTED.

         11.3     AMENDMENTS.

                  (a)      PRECONFIRMATION AMENDMENT.

                  The Debtors may modify the Plan at any time prior to the entry
of the Confirmation Order, provided that (i) the Plan, as modified, and the
Disclosure Statement pertaining thereto meet applicable Bankruptcy Code
requirements and (ii) the Creditors' Committee, Berkshire and the Buyer (under
the Sale Option) consent to such modifications, such consent not being
unreasonably withheld.

                                       74



                  (b)      POSTCONFIRMATION/PRECONSUMMATION AMENDMENT NOT
                           REQUIRING RESOLICITATION.

                  After the entry of the Confirmation Order and before
substantial consummation of the Plan, the Debtors may modify the Plan to remedy
any defect or omission or to reconcile any inconsistencies in the Plan or in the
Confirmation Order, as may be necessary to carry out the purposes and effects of
the Plan, provided that: (i) the Debtors obtain approval of the Bankruptcy Court
for such modification, after notice and a hearing; (ii) the Creditors'
Committee, Berkshire and the Buyer (under the Sale Option) consent, such consent
not being unreasonably withheld; and (iii) such modification shall not
materially and adversely affect the interests, rights, treatment or
distributions of any Class of Allowed Claims or Interests under the Plan. Any
waiver under Section 5.3 hereof shall not be considered to be a modification of
the Plan.

                  (c)      POSTCONFIRMATION/PRECONSUMMATION AMENDMENT REQUIRING
                           RESOLICITATION.

                  After the Confirmation Date and before substantial
consummation of the Plan, the Debtors may modify the Plan in a way that
materially or adversely affects the interests, rights, treatment, or
distributions of a Class of Claims or Interests, provided that: (i) the Plan, as
modified, meets applicable Bankruptcy Code requirements; (ii) the Debtors obtain
Bankruptcy Court approval for such modification, after notice and a hearing;
(iii) the Plan as modified complies with the Bankruptcy Code and Bankruptcy
Rules; (iv) the Debtors comply with section 1125 of the Bankruptcy Code with
respect to the Plan as modified; and (v) the Creditors' Committee, Berkshire and
the Buyer (under the Sale Option), such consent not being unreasonably withheld.

         11.4     SEVERABILITY OF PLAN PROVISIONS.

                  If, prior to the Confirmation Date, any term or provision of
the Plan is determined by the Bankruptcy Court to be invalid, void or
unenforceable, the Bankruptcy Court will have the power to alter and interpret
such term or provision and make it valid or enforceable to the maximum extent
practicable, consistent with the original purpose of the term or provision held
to be invalid, void or unenforceable, and such term or provision will then be
applicable as altered or interpreted. Notwithstanding any such holding,
alteration or interpretation, the remainder of the terms and provisions of the
Plan will remain in full force and effect and will in no way be affected,
impaired or invalidated by such holding, alteration or interpretation. The
Confirmation Order will constitute a judicial determination and will provide
that each term and provision of the Plan, as it may have been altered or
interpreted in accordance with the foregoing, is valid and enforceable pursuant
to its terms.

         11.5     SUCCESSORS AND ASSIGNS.

                  The rights, benefits and obligations of any Person named or
referred to in the Plan shall be binding on, and shall inure to the benefit of,
the heirs, executors, administrators, successors and/or assigns of such Person.

                                       75



         11.6     EFFECTUATING DOCUMENTS AND FURTHER TRANSACTIONS.

                  Each Debtor, each Reorganized Sale Debtor, each Reorganized
Stand Alone Debtor, and the Liquidation Trust shall be authorized to execute,
deliver, file, or record such documents, contracts, instruments, and other
agreements and take such other actions as may be reasonably necessary to
effectuate and further evidence the terms and conditions of the Plan.

         11.7     PLAN SUPPLEMENT.

                  The Plan Supplement comprised of, among other things, the
forms of the documents related to the Amended Certificates of Incorporation,
Amended Bylaws, the Liquidation Trust Agreement, the Stand Alone Voting Trust
Agreement, the Executory Contract Schedule, the Exit Facility Agreement and, to
the extent necessary to implement the Plan, proposed amendments to the
Reorganized Sale Debtors' organizational documents, to the extent not filed
simultaneously with the Plan and Disclosure Statement, shall be filed with the
Bankruptcy Court at least five (5) Business Days prior to the deadline
established for voting on this Plan. Upon its filing, the Plan Supplement may be
inspected in the offices of the Clerk of the Bankruptcy Court during normal
business hours. A copy of the Plan Supplement shall be mailed to the Creditors'
Committee, and any Holder of a Claim or Interest that makes a specific written
request for such Plan Supplement to the Debtors. The documents contained in the
Plan Supplement shall be approved by the Bankruptcy Court pursuant to the
Confirmation Order.

         11.8     CONFIRMATION ORDER AND PLAN CONTROL.

                  To the extent the Confirmation Order and/or this Plan is
inconsistent with the Disclosure Statement, any other agreement entered into
between or among any Debtors, or any of them and any third party, the Plan
controls the Disclosure Statement and any such agreements, and the Confirmation
Order controls the Plan, the Disclosure Statement and any such agreements;
provided, however, that the Purchase Agreement is not controlled by the Plan,
the Disclosure Statement or anything contained in the Plan Supplement.

         11.9     PAYMENT OF STATUTORY FEES.

                  All fees payable pursuant to section 1930 of title 28 of the
United States Code as Administrative Fees under the Plan, as determined by the
Bankruptcy Court at the Confirmation Hearing, shall be paid in Cash on the
Effective Date, or as soon as reasonably practicable thereafter, and neither the
Debtors, their Estates, the Reorganized Sale Debtors, the Reorganized Stand
Alone Debtors nor the Liquidation Trust shall thereafter be liable for the
payment of additional fees under section 1930 of title 28 of the United States
Code other than with respect to the consolidated Chapter 11 Case which will
continue after the Effective Date.

         11.10    WITHDRAWAL OF PLAN.

                  The Debtors reserve the right, subject to the Purchase
Agreement, in the exercise of their reasonable discretion, to revoke and
withdraw or to modify the Plan at any time prior to

                                       76



the Confirmation Date or, if the Debtors are for any reason unable to consummate
the Plan after the Confirmation Date, at any time up to the Effective Date. If
the Debtors revoke or withdraw the Plan, (a) nothing contained in the Plan shall
be deemed to constitute a waiver or release of any claims by or against the
Debtors or the Creditors' Committee or to prejudice in any manner the rights of
the Debtors, the Creditors' Committee or any Person in any further proceeding
involving the Debtors or the Creditors' Committee and (b) the result shall be
the same as if the Confirmation Order were not entered, the Plan was not filed
and the Effective Date did not occur.

         11.11    PAYMENT DATES.

                  Whenever any payment to be made under the Plan is due on a day
other than a Business Day, such payment will instead be made, without interest,
on the next Business Day or as soon thereafter as practicable.

         11.12    NOTICES.

                  Any notice, request or demand given or made under this Plan or
under the Bankruptcy Code or the Bankruptcy Rules shall be in writing and shall
be hand delivered or sent by a reputable overnight courier service, and shall be
deemed given when received at the following addresses whether hand delivered or
sent by overnight courier service:

IF TO THE DEBTORS:                         IF TO THE CREDITORS' COMMITTEE:

MORRIS, NICHOLS, ARSHT & TUNNELL           MCCARTER & ENGLISH, LLP
Robert J. Dehney, Esq.                     William F. Taylor,  Jr. , Esq.
Derek C. Abbott, Esq.                      919 Market Street, Suite 1800
Daniel B. Butz, Esq.                       Wilmington, Delaware 19801
1201 North Market Street                   Facsimile: (302) 984-6399
P.O. Box 1347
Wilmington, Delaware 19899-1347
Facsimile: (302) 658-3989

                                                 - and -
         - and -

RAYBURN COOPER & DURHAM, P.A.
C. Richard Rayburn, Jr. , Esq.             KING & SPALDING LLP
Albert F. Durham, Esq.                     Robert J. Stark, Esq.
Patricia B. Edmondson, Esq.                1185 Avenue of the Americas
1200 Carillon, 227 West Trade Street       New York, New York 10036
Charlotte, North Carolina 28202-1675       Facsimile: (212) 556-2222
Facsimile: (704) 377-1897

                                       77



                            IF TO THE BUYER OR BERKSHIRE:

                            CLAYTON HOMES, INC.
                            Kevin Clayton
                            500 Alcoa Trail
                            P.O. Box 9790
                            Maryville, TN  37804
                            Facsimile:  (865) 380-3750

                                    -and-

MUNGER, TOLLES &                           YOUNG CONAWAY
OLSON LLP                                  STARGATT & TAYLOR, LLP
Thomas B. Walper, Esq.                     Michael R. Nestor, Esq.
355 S. Grand Avenue                        The Brandywine Building
Los Angeles, CA  90071                     1000 West Street, 17th Floor
Facsimile: (213) 687-3702                  Wilmington, DE 19801
                                           Facsimile: (302) 571-1253

                  Notwithstanding anything to the contrary provided herein, all
notices concerning this Plan shall be served upon the entities prescribed and in
the manner prescribed under the Bankruptcy Code and the Bankruptcy Rules.

         11.13    NO ADMISSIONS.

                  Notwithstanding anything herein to the contrary, nothing
contained in the Plan shall be deemed as an admission by the Debtors with
respect to any matter set forth herein including, without limitation, liability
on any Claim or the propriety of any Claims classification.

                  (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

                                       78



                                  ARTICLE XII.

                              CONFIRMATION REQUEST

                  The Debtors request confirmation of the Plan under section
1129(b) of the Bankruptcy Code.

Dated: February 6, 2004

                                        NEW DIMENSION HOMES, INC.

                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name: Robert A. Smith
                                            Title: Vice President

                                        DREAM STREET COMPANY, LLC

                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name: Robert A. Smith
                                            Title: Vice President

                                        OAKWOOD SHARED SERVICES, LLC

                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name: Robert A. Smith
                                            Title: Vice President

                                        HBOS MANUFACTURING, LP
                                        By: Oakwood Mobile Homes, Inc., General
                                            Partner

                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name: Robert A. Smith
                                            Title: Vice President

                                       79



                                        OAKWOOD MHD4, LLC

                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name: Robert A. Smith
                                            Title: Vice President

                                        OAKWOOD ACCEPTANCE
                                        CORPORATION, LLC

                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name: Robert A. Smith
                                            Title: Vice President

                                        OAKWOOD HOMES CORPORATION

                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name: Robert A. Smith
                                            Title: Executive Vice President

                                        OAKWOOD MOBILE HOMES, INC.

                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name: Robert A. Smith
                                            Title: Vice President

                                        SUBURBAN HOME SALES, INC.

                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name: Robert A. Smith
                                            Title: Vice President

                                       80



                                        FSI FINANCIAL SERVICES, INC.

                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name: Robert A. Smith
                                            Title: Vice President

                                        HOME SERVICE CONTRACT, INC.

                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name: Robert A. Smith
                                            Title: Vice President

                                        TRI-STATE INSURANCE AGENCY, INC.

                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name: Robert A. Smith
                                            Title: Vice President

                                        GOLDEN WEST LEASING, LLC

                                        By: /s/ Randelle R.. Smith
                                            ------------------------------------
                                            Name: Randelle R. Smith
                                            Title: Vice President

                                        CREST CAPITAL, LLC

                                        By: /s/ Randelle R. Smith
                                            ------------------------------------
                                            Name: Randelle R. Smith
                                            Title: Vice President

                                       81



                                        PREFERRED HOUSING SERVICES, LP
                                        By: Oakwood Mobile Homes, Inc., General
                                            Partner

                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name: Robert A. Smith
                                            Title: Vice President

                                                - and -

                                        MORRIS, NICHOLS, ARSHT & TUNNELL

                                        /s/ Daniel B. Butz
                                        ----------------------------------------
                                        Robert J. Dehney (No. 3578)
                                        Derek C. Abbott (No. 3376)
                                        Daniel B. Butz (No. 4227)
                                        1201 North Market Street
                                        P.O. Box 1347
                                        Wilmington, Delaware 19899-1347
                                        (302) 658-9200

                                                 - and -

                                        RAYBURN COOPER & DURHAM, P.A.
                                        C. Richard Rayburn, Jr.
                                        Albert F. Durham
                                        Patricia B. Edmondson
                                        1200 Carillon, 227 West Trade Street
                                        Charlotte, North Carolina 28202-1675
                                        (704) 334-0891

                                       82