EXHIBIT 4.3







                          CENDANT MORTGAGE CAPITAL LLC
                                  as Depositor



                                       and



                             [NAME OF OWNER TRUSTEE]


                                as Owner Trustee


                    _________________________________________

                              AMENDED AND RESTATED
                              OWNER TRUST AGREEMENT

                          Dated as of ________________

                   __________________________________________



                            Asset-Backed Certificate,
                                 Series ____-__









<PAGE>

<TABLE>
<CAPTION>



                                                 Table of Contents

         Section                                                                                               Page

ARTICLE I
<S>      <C>                                                                                                    <C>
         Definitions
         1.01.         Definitions................................................................................1
         1.02.         Other Definitional Provisions..............................................................1

ARTICLE II

         Organization
         2.01.         Name.......................................................................................3
         2.02.         Office.....................................................................................3
         2.03.         Purposes and Powers........................................................................3
         2.04.         Appointment of Owner Trustee...............................................................3
         2.05.         Initial Capital Contribution of Owner Trust Estate.........................................4
         2.07.         Title to Trust Property....................................................................4
         2.08.         Situs of Trust.............................................................................4
         2.09.         Representations and Warranties of the Depositor............................................4

ARTICLE III

         Conveyance of the Loans; The Certificate

         3.01.         Conveyance of the Loans....................................................................6
         3.02.         Initial Ownership..........................................................................6
         3.03.         The Certificate............................................................................6
         3.04.         Authentication of Certificate..............................................................6
         3.05.         Registration of and Limitations on Transfer and Exchange of Certificate....................7
         3.06.         Mutilated, Destroyed, Lost or Stolen Certificates..........................................9
         3.07.         Persons Deemed Certificateholders..........................................................9
         3.08.         Access to List of Certificateholders' Names and Addresses.................................10
         3.09.         Maintenance of Office or Agency...........................................................10
         3.10.         Certificate Paying Agent..................................................................10

ARTICLE IV

         Authority and Duties of Owner Trustee
         4.01.         General Authority.........................................................................12
         4.02.         General Duties............................................................................12
         4.03.         Action upon Instruction...................................................................12
         4.04.         No Duties Except as Specified under Specified Documents or in Instructions
                        .........................................................................................13
         4.05.         Restrictions..............................................................................13


                                                         i

<PAGE>


Section                                                                                                        Page


         4.06.         Prior Notice to the Certificateholder with Respect to Certain Matters.....................13
         4.07.         Action by Certificateholder with Respect to Certain Matters...............................14
         4.08.         Action by Certificateholders with Respect to Bankruptcy...................................14
         4.09.         Restrictions on Certificateholders' Power.................................................14
         4.10.         Doing Business in Other Jurisdictions.....................................................14

ARTICLE V

         Application of Trust Funds
         5.01.         Distributions.............................................................................16
         5.02.         Method of Payment.........................................................................16
         5.03.         Signature on Returns......................................................................16
         5.04.         Statements to Certificateholders..........................................................16
         5.05.         Tax Elections.............................................................................17

ARTICLE VI

         Concerning the Owner Trustee
         6.01.         Acceptance of Trusts and Duties...........................................................18
         6.02.         Furnishing of Documents...................................................................19
         6.03.         Representations and Warranties............................................................19
         6.04.         Reliance; Advice of Counsel...............................................................20
         6.05.         Not Acting in Individual Capacity.........................................................20
         6.06.         Owner Trustee Not Liable for Certificates or Related Documents............................20
         6.07.         Owner Trustee May Own Certificates and Notes..............................................21

ARTICLE VII

         Compensation of Owner Trustee
         7.01.         Owner Trustee's Fees and Expenses.........................................................22
         7.02.         Indemnification...........................................................................22

ARTICLE VIII

         Termination of Owner Trust Agreement
         8.01.         Termination of Owner Trust Agreement......................................................24

ARTICLE IX

         Successor Owner Trustees and Additional Owner Trustees
         9.01.         Eligibility Requirements for Owner Trustee................................................26
         9.02.         Replacement of Owner Trustee..............................................................26
         9.03.         Successor Owner Trustee...................................................................26


                                                        ii

<PAGE>


Section                                                                                                        Page


         9.04.         Merger or Consolidation of Owner Trustee..................................................27
         9.05.         Appointment of Co-Trustee or Separate Trustee.............................................27

ARTICLE X

         Miscellaneous
         10.01.        Amendments................................................................................29
         10.02.        No Legal Title to Owner Trust Estate......................................................30
         10.03.        Limitations on Rights of Others...........................................................30
         10.04.        Notices...................................................................................30
         10.05.        Severability..............................................................................31
         10.06.        Separate Counterparts.....................................................................31
         10.07.        Successors and Assigns....................................................................31
         10.08.        No Petition...............................................................................31
         10.09.        No Recourse...............................................................................31
         10.10.        Headings..................................................................................31
         10.11.        GOVERNING LAW.............................................................................31
         10.12.        Integration...............................................................................32

Signatures ......................................................................................................40


EXHIBIT

Exhibit A - Form of Certificate.................................................................................A-1
Exhibit B - Certificate of Trust of ______ Trust Series ____-__ ................................................B-1
Exhibit C - Form of 144A Investment Representation..............................................................C-1
Exhibit D - Form of Investor Representation Letter..............................................................D-1
Exhibit E - Form of Transferor Representation Letter............................................................E-1
Exhibit F - Form of ERISA Representation Letter.................................................................F-1
</TABLE>



                                       iii

<PAGE>



         This Amended and Restated Owner Trust Agreement, dated as of
_________________ (as amended from time to time, this "Owner Trust Agreement"),
between CENDANT MORTGAGE CAPITAL LLC, a Delaware limited liability company, as
depositor (the "Depositor") and [NAME OF OWNER TRUSTEE], a national banking
association, as owner trustee (the "Owner Trustee"),


                                WITNESSETH THAT:

         WHEREAS, the Depositor and the Owner Trustee entered into an owner
trust agreement dated as of ________________________, in connection with the
formation of a Delaware business trust (the "Original Trust Agreement");

         WHEREAS, the Depositor and the Owner Trustee wish to amend and restate
the Original Trust Agreement;

         NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the Depositor and the Owner Trustee agree as follows:


                                    ARTICLE I

                                   Definitions

         Section 1.01. Definitions. For all purposes of this Owner Trust
Agreement, except as otherwise expressly provided herein or unless the context
otherwise requires, capitalized terms not otherwise defined herein shall have
the meanings assigned to such terms in Appendix A to the Indenture dated
_________________ (the "Indenture"), between _____ Trust Series ____-__, as
issuer, and [Name of Indenture Trustee], as indenture trustee. All other
capitalized terms used herein shall have the meanings specified herein.

         Section 1.02.     Other Definitional Provisions.

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

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





<PAGE>



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

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

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


                                        2

<PAGE>



                                   ARTICLE II

                                  Organization

         Section 2.01. Name. The trust shall be known as "_____ Trust Series
____-__" (the "Trust"), in which name the Owner Trustee may engage in the
transactions contemplated hereby, make and execute contracts and other
instruments on behalf of the Trust and sue and be sued.

         Section 2.02. Office. The office of the Trust shall be in care of the
Owner Trustee at the Corporate Trust Office or at such other address in Delaware
as the Owner Trustee may designate by written notice to the Certificateholder
and the Depositor.

         Section 2.03. Purposes and Powers. The purpose of the Trust is to
engage in the following activities:

                  (i) to issue the Notes pursuant to the Indenture and the Class
         CE Certificate (hereinafter referred to as the "Certificate" or
         "Certificates") pursuant to this Owner Trust Agreement and to sell the
         Notes and the Certificate;

                  (ii) to assign, grant, transfer, pledge and convey the Loans
         pursuant to the Indenture and to hold, manage and distribute to the
         Certificateholder pursuant to Section 5.01 any portion of the Loans
         released from the Lien of, and remitted to the Trust pursuant to the
         Indenture;

                  (iii) to assign, grant, transfer, own, pledge and convey the
         Loans in connection with any such termination;

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

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

                  (vi) subject to compliance with the Basic Documents, to engage
         in such other activities as may be required in connection with
         conservation of the Owner Trust Estate and the making of distributions
         to the Certificateholder and the Noteholders.

The Trust is hereby authorized to engage in the foregoing activities. The Trust
shall not engage in any activity other than in connection with the foregoing or
other than as required or authorized by the terms of this Owner Trust Agreement
or the Basic Documents while any Note is outstanding without the consent of the
Certificateholder and the Indenture Trustee.

         Section 2.04. Appointment of Owner Trustee. The Depositor hereby
appoints the Owner Trustee as trustee of the Trust effective as of the date
hereof, to have all the rights, powers and duties set forth herein.


                                        3

<PAGE>



         Section 2.05. Initial Capital Contribution of Owner Trust Estate. The
Depositor hereby sells, assigns, transfers, conveys and sets over to the Trust,
as of the date hereof, the sum of $1. The Owner Trustee hereby acknowledges
receipt in trust from the Depositor, as of the date hereof, of the foregoing
contribution, which shall constitute the initial corpus of the Trust and shall
be deposited in the Certificate Distribution Account. The Owner Trustee also
acknowledges on behalf of the Trust, the receipt in trust of the Loans assigned
to the Trust pursuant to Section 3.01, which shall constitute the Owner Trust
Estate.

         Section 2.06. Declaration of Trust. The Owner Trustee hereby declares
that it shall hold the Owner Trust Estate in trust upon and subject to the
conditions set forth herein for the use and benefit of the Certificateholder,
subject to the obligations of the Owner Trust under the Basic Documents. It is
the intention of the parties hereto that the Owner Trust constitute a business
trust under the Business Trust Statute and that this Owner Trust Agreement
constitute the governing instrument of such business trust. It is the intention
of the parties hereto that, solely for federal, state and local income and
franchise tax purposes, the Owner Trust shall be treated as a domestic eligible
entity with a single owner electing to be disregarded as a separate entity. The
parties agree that, unless otherwise required by appropriate tax authorities,
the Owner Trust will not file or cause to be filed annual or other returns,
reports or other forms. Effective as of the date hereof, the Owner Trustee shall
have all rights, powers and duties set forth herein and in the Business Trust
Statute with respect to accomplishing the purposes of the Owner Trust.

         Section 2.07. Title to Trust Property. Legal title to the Owner Trust
Estate shall be vested at all times in the Trust as a separate legal entity
except where applicable law in any jurisdiction requires title to any part of
the Owner Trust Estate to be vested in a trustee or trustees, in which case
title shall be deemed to be vested in the Owner Trustee, a co-trustee and/or a
separate trustee, as the case may be.

         Section 2.08. Situs of Trust. The Trust will be located and
administered in the State of Delaware or New York. All bank accounts maintained
by the Owner Trustee on behalf of the Trust shall be located in the State of
Delaware or the State of New York. The Trust shall not have any employees in any
state other than Delaware; provided, however, that nothing herein shall restrict
or prohibit the Owner Trustee from having employees within or without the State
of Delaware or taking actions outside the State of Delaware in order to comply
with Section 2.03. Payments will be received by the Trust only in Delaware or
New York, and payments will be made by the Trust only from Delaware or New York.
The only office of the Trust will be at the Corporate Trust Office in Delaware.

         Section 2.09.     Representations and Warranties of the Depositor.
The Depositor hereby represents and warrants to the Owner Trustee that:

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



                                        4

<PAGE>



                     (ii) The Depositor is duly qualified to do business as a
         foreign company in good standing and has obtained all necessary
         licenses and approvals in all jurisdictions in which the ownership or
         lease of its property or the conduct of its business shall require such
         qualifications and in which the failure to so qualify would have a
         material adverse effect on the business, properties, assets or
         condition (financial or other) of the Depositor and the ability of the
         Depositor to perform under this Owner Trust Agreement.

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

                     (iv) The consummation of the transactions contemplated by
         this Owner Trust Agreement and the fulfillment of the terms hereof do
         not conflict with, result in any breach of any of the terms and
         provisions of, or constitute (with or without notice or lapse of time)
         a default under, the certificate of formation or the limited liability
         company agreement of the Depositor, or any indenture, agreement or
         other instrument to which the Depositor is a party or by which it is
         bound; nor result in the creation or imposition of any Lien upon any of
         its properties pursuant to the terms of any such indenture, agreement
         or other instrument (other than pursuant to the Basic Documents); nor
         violate any law or, to the best of the Depositor's knowledge, any
         order, rule or regulation applicable to the Depositor of any court or
         of any federal or state regulatory body, administrative agency or other
         governmental instrumentality having jurisdiction over the Depositor or
         its properties.



                                        5

<PAGE>



                                   ARTICLE III

                    Conveyance of the Loans; The Certificate

         Section 3.01. Conveyance of the Loans. The Depositor, concurrently with
the execution and delivery hereof, does hereby transfer, convey, sell and assign
to the Trust, on behalf of the Holders of the Notes and the Certificate, without
recourse, all its right, title and interest in and to the Loans.

         The parties hereto intend that the transaction set forth herein be a
sale for all legal purposes (other than income tax laws) by the Depositor to the
Trust of all of its right, title and interest in and to the Loans. In the event
that the transaction set forth herein is not deemed to be a sale for non-tax
purposes, the Depositor hereby grants to the Trust a security interest in all of
its right, title and interest in, to and under the Owner Trust Estate, all
distributions thereon and all proceeds thereof; and this Owner Trust Agreement
shall constitute a security agreement under applicable law.

         For income tax purposes the parties hereto intend that the transaction
set forth herein shall not be a taxable event.

         Section 3.02. Initial Ownership. Upon the formation of the Trust by the
contribution by the Depositor pursuant to Section 2.05 and until the conveyance
of the Loans pursuant to Section 3.01 and the issuance of the Certificate, the
Depositor shall be the sole Certificateholder.

         Section 3.03. The Certificate. The Certificate shall be issued in a
single denomination of a 100.00% Certificate Percentage Interest.

         The Certificate shall be executed on behalf of the Trust by manual or
facsimile signature of an authorized officer of the Owner Trustee and
authenticated in the manner provided in Section 3.04. If the Certificate bears
the manual or facsimile signatures of individuals who were, at the time when
such signatures shall have been affixed, authorized to sign on behalf of the
Trust, it shall be validly issued and entitled to the benefit of this Owner
Trust Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the authentication and delivery of the
Certificate or did not hold such offices at the date of authentication and
delivery of the Certificate. A Person shall become the Certificateholder and
shall be entitled to the rights and subject to the obligations of the
Certificateholder hereunder upon such Person's acceptance of the Certificate
duly registered in such Person's name, pursuant to Section 3.05.

         A transferee of the Certificate shall become the Certificateholder and
shall be entitled to the rights and subject to the obligations of the
Certificateholder hereunder upon such transferee's acceptance of the Certificate
duly registered in such transferee's name pursuant to and upon satisfaction of
the conditions set forth in Section 3.05.

         Section 3.04. Authentication of Certificate. Concurrently with the
acquisition of the Loans by the Trust, the Owner Trustee or the Certificate
Paying Agent shall cause the Certificate in an aggregate Certificate Percentage
Interest of 100.00% to be executed on behalf of the Trust, authenti cated and
delivered to or upon the written order of the Depositor, signed by its chairman
of the


                                        6

<PAGE>



board, its president or any vice president, without further corporate action by
the Depositor, in the authorized denomination. The Certificate shall not entitle
its holder to any benefit under this Owner Trust Agreement or be valid for any
purpose unless there shall appear on the Certificate a certificate of
authentication substantially in the form set forth in Exhibit A, executed by the
Owner Trustee or the Certificate Paying Agent, by manual signature; such
authentication shall constitute conclusive evidence that the Certificate shall
have been duly authenticated and delivered hereunder. The Certificate shall be
dated the date of its authentication.

         Section 3.05. Registration of and Limitations on Transfer and Exchange
of Certificate. The Certificate Registrar shall keep or cause to be kept, at the
office or agency maintained pursuant to Section 3.09, a Certificate Register in
which, subject to such reasonable regulations as it may prescribe, the
Certificate Registrar shall provide for the registration of the Certificate and
of transfers and exchanges of the Certificate as herein provided. The Indenture
Trustee shall be the initial Certificate Registrar. If the Certificate Registrar
resigns or is removed, the Owner Trustee shall appoint a successor Certificate
Registrar.

         Upon surrender for registration of transfer of the Certificate at the
office or agency maintained pursuant to Section 3.09, the Owner Trustee shall
execute, authenticate and deliver (or shall cause the Certificate Registrar as
its authenticating agent to authenticate and deliver) in the name of the
designated transferee or transferees, a new Certificate in authorized
denominations of a like aggregate amount dated the date of authentication by the
Owner Trustee or any authenticating agent. At the option of the
Certificateholder, the Certificate may be exchanged for another Certificate of
authorized denominations of a like aggregate amount upon surrender of the
Certificate to be exchanged at the office or agency maintained pursuant to
Section 3.09.

         Every Certificate presented or surrendered for registration of transfer
or exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Certificateholder
or such Certificateholder's attorney duly authorized in writing. When the
Certificate is surrendered for registration of transfer or exchange it shall be
canceled and subsequently disposed of by the Certificate Registrar in accordance
with its customary practice.

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

         Except as described below, no transfer of any Certificate or interest
therein shall be made to any Person that is not a United States Person. Each
Certificateholder shall establish its non-foreign status by submitting to the
Certificate Paying Agent an IRS Form W-9 and the Certificate of Non- Foreign
Status set forth in Exhibit F hereto.

         A Certificate may be transferred to a Certificateholder unable to
establish its non-foreign status as described in the preceding paragraph only if
such Certificateholder provides an Opinion of Counsel, which Opinion of Counsel
shall not be an expense of the Trust, the Owner Trustee, the Certificate
Registrar or the Depositor, satisfactory to the Depositor, that such transfer
(1) will not affect the tax status of the Owner Trust and (2) will not adversely
affect the interests of any


                                        7

<PAGE>



Certificateholder or Noteholder, including, without limitation, as a result of
the imposition of any United States federal withholding taxes on the Trust
(except to the extent that such withholding taxes would be payable solely from
amounts otherwise distributable to the Certificate of the prospective
transferee). If such transfer occurs and such foreign Certificateholder becomes
subject to such United States federal withholding taxes, any such taxes will be
withheld by the Indenture Trustee. Each Certificateholder unable to establish
its non-foreign status shall submit to the Certificate Paying Agent a copy of
its Form W-8BEN and shall resubmit such Form W-8BEN every three years.

         No transfer, sale, pledge or other disposition of the Certificate shall
be made unless such transfer, sale, pledge or other disposition is exempt from
the registration requirements of the Securities Act and any applicable state
securities laws or is made in accordance with said Act and laws. In the event of
any such transfer, the Certificate Registrar or the Depositor shall prior to
such transfer require the transferee to execute either (i) an investment letter
in substantially the form attached hereto as Exhibit C (or in such form and
substance reasonably satisfactory to the Certificate Registrar and the
Depositor) which investment letters shall not be an expense of the Trust, the
Owner Trustee, the Certificate Registrar, the Servicer or the Depositor and
which investment letter states that, among other things, such transferee (a) is
a "qualified institutional buyer" as defined under Rule 144A, acting for its own
account or the accounts of other "qualified institutional buyers" as defined
under Rule 144A, and (b) is aware that the proposed transferor intends to rely
on the exemption from registration requirements under the Securities Act of
1933, as amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel
acceptable to and in form and substance satisfactory to the Certificate
Registrar and the Depositor that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from said
Act and laws or is being made pursuant to said Act and laws, which Opinion of
Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate
Registrar, the Servicer or the Depositor and (b) the transferee executes a
representation letter, substantially in the form of Exhibit D hereto, and the
transferor executes a representation letter, substantially in the form of
Exhibit E hereto, each acceptable to and in form and substance satisfactory to
the Certificate Registrar and the Depositor certifying the facts surrounding
such transfer, which representation letters shall not be an expense of the
Trust, the Owner Trustee, the Certificate Registrar, the Servicer or the
Depositor.

          No transfer of the Certificate or any interest therein shall be made
to any employee benefit plan or certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Keogh plans and bank
collective investment funds and insurance company general or separate accounts
in which such plans, accounts or arrangements are invested, that are subject to
ERISA, or Section 4975 of the Code (collectively, "Plan"), any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring the
Certificate with "plan assets" of a Plan within the meaning of the Department of
Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets") unless
the Depositor, the Owner Trustee, the Certificate Registrar and the Servicer are
provided with an Opinion of Counsel which establishes to the satisfaction of the
Depositor, the Owner Trustee, the Certificate Registrar and the Servicer that
the purchase of the Certificate is permissible under applicable law, will not
constitute or result in any prohibited transaction under ERISA or Section 4975
of the Code and will not subject the Depositor, the Owner Trustee, the
Certificate Registrar or the Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in this Owner Trust Agreement, which Opinion of Counsel
shall not be an expense of the Depositor, the Owner Trustee,


                                        8

<PAGE>



the Certificate Registrar or the Servicer. In lieu of such Opinion of Counsel, a
Plan, any Person acting, directly or indirectly, on behalf of any such Plan or
any Person acquiring the Certificate with Plan Assets of a Plan may provide a
certification in the form of Exhibit F to this Agreement, which the Depositor,
the Owner Trustee, the Certificate Registrar and the Servicer may rely upon
without further inquiry or investigation. Neither an Opinion of Counsel nor a
certification will be required in connection with the initial transfer of the
Certificate by the Depositor to [Name of Seller] shall have deemed to have
represented that such affiliate is not a Plan or a Person investing Plan Assets
of any Plan) and the Owner Trustee shall be entitled to conclusively rely upon a
representation (which, upon the request of the Owner Trustee, shall be a written
representation) from the Depositor of the status of such transferee as an
affiliate of the Depositor.

         In addition, no transfer of the Certificate shall be permitted, and no
such transfer shall be registered by the Certificate Registrar or be effective
hereunder, if such transfer or the registration of such transfer would cause the
Trust to be classified as a publicly traded partnership, taxable as a
corporation for federal income tax purposes by causing the Trust to have more
than 100 Certificateholders at any time during the taxable year of the Trust.

         In addition, no transfer, sale, assignment, pledge or other disposition
of the Certificate (other than the initial transfer by the Depositor to [Name of
Seller]) shall be made unless the proposed transferee certifies, in form and
substance reasonably satisfactory to the Certificate Registrar and the Depositor
that (1) the transferee is acquiring the Certificate for its own behalf and is
not acting as agent or custodian for any other person or entity in connection
with such acquisition and (2) the transferee is not a partnership, grantor trust
or S corporation for federal income tax purposes.

         Section 3.06. Mutilated, Destroyed, Lost or Stolen Certificates. If (a)
any mutilated Certificate shall be surrendered to the Certificate Registrar, or
if the Certificate Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (b) there shall be delivered
to the Certificate Registrar and the Owner Trustee such security or indemnity as
may be required by them to save each of them and the Trust from harm, then in
the absence of notice to the Certificate Registrar or the Owner Trustee that
such Certificate has been acquired by a bona fide purchaser, the Owner Trustee
shall execute on behalf of the Trust and the Owner Trustee or the Certificate
Paying Agent, as the Trust's authenticating agent, shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor and denomination. In
connection with the issuance of any new Certificate under this Section 3.06, the
Owner Trustee or the Certificate Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith. Any duplicate Certificate issued pursuant to this Section
3.06 shall constitute conclusive evidence of ownership in the Trust, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

         Section 3.07. Persons Deemed Certificateholders. Prior to due
presentation of the Certificate for registration of transfer, the Owner Trustee,
the Certificate Registrar or any Certificate Paying Agent may treat the Person
in whose name any Certificate is registered in the Certificate Register as the
owner of such Certificate for the purpose of receiving distributions pursuant to
Section 5.02 and for all other purposes whatsoever, and none of the Trust, the
Owner Trustee, the Certificate Registrar or any Certificate Paying Agent shall
be bound by any notice to the contrary.


                                        9

<PAGE>



         Section 3.08. Access to List of Certificateholders' Names and
Addresses. The Certificate Registrar shall furnish or cause to be furnished to
the Depositor or the Owner Trustee, within 15 days after receipt by the
Certificate Registrar of a written request therefor from the Depositor or the
Owner Trustee, a list, in such form as the Depositor or the Owner Trustee, as
the case may be, may reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date. Each Holder, by receiving
and holding the Certificate, shall be deemed to have agreed not to hold any of
the Trust, the Depositor, the Certificate Registrar or the Owner Trustee
accountable by reason of the disclosure of its name and address, regardless of
the source from which such infor mation was derived.

         Section 3.09. Maintenance of Office or Agency. The Owner Trustee on
behalf of the Trust, shall maintain in the City of New York an office or offices
or agency or agencies where the Certificate may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Owner
Trustee in respect of the Certificate and the Basic Documents may be served. The
Owner Trustee initially designates the Corporate Trust Office of the Indenture
Trustee as its office for such purposes. The Owner Trustee shall give prompt
written notice to the Depositor and the Certificateholder of any change in the
location of the Certificate Register or any such office or agency.

         Section 3.10. Certificate Paying Agent. (a) The Certificate Paying
Agent shall make distributions to the Certificateholder from the Certificate
Distribution Account on behalf of the Trust in accordance with the provisions of
the Certificate and Section 5.01 hereof from payments remitted to the
Certificate Paying Agent by the Indenture Trustee pursuant to Section 3.05 of
the Indenture. The Trust hereby appoints the Indenture Trustee as Certificate
Paying Agent and the Indenture Trustee hereby accepts such appointment and
further agrees that it will be bound by the provisions of this Owner Trust
Agreement relating to the Certificate Paying Agent and shall:

                         (i) hold all sums held by it for the payment of amounts
         due with respect to the Certificate in trust for the benefit of the
         Persons entitled thereto until such sums shall be paid to such Persons
         or otherwise disposed of as herein provided;

                        (ii) give the Owner Trustee notice of any default by the
         Trust of which it has actual knowledge in the making of any payment
         required to be made with respect to the Certificate;

                       (iii) at any time during the continuance of any such
         default, upon the written request of the Owner Trustee forthwith pay to
         the Owner Trustee on behalf of the Trust all sums so held in Trust by
         such Certificate Paying Agent;

                        (iv) immediately resign as Certificate Paying Agent and
         forthwith pay to the Owner Trustee on behalf of the Trust all sums held
         by it in trust for the payment of the Certificate if at any time it
         ceases to meet the standards required to be met by the Certificate
         Paying Agent at the time of its appointment;

                         (v) comply with all requirements of the Code with
         respect to the withholding from any payments made by it on the
         Certificate of any applicable withholding taxes imposed


                                       10

<PAGE>



        thereon and with respect to any applicable reporting requirements in
        connection therewith; and

                        (vi) deliver to the Owner Trustee a copy of the report
         to Certificateholders prepared with respect to each Payment Date by the
         Servicer pursuant to Section 4.01 of the Servicing Agreement.

         (b) The Trust may revoke such power and remove the Certificate Paying
Agent if the Owner Trustee determines in its sole discretion that the
Certificate Paying Agent shall have failed to perform its obligations under this
Owner Trust Agreement in any material respect. The Indenture Trustee shall be
permitted to resign as Certificate Paying Agent upon 30 days written notice to
the Owner Trustee; provided the Indenture Trustee is also resigning as Paying
Agent under the Indenture at such time. In the event that the Indenture Trustee
shall no longer be the Certificate Paying Agent under this Owner Trust Agreement
and Paying Agent under the Indenture, the Owner Trustee shall appoint a
successor to act as Certificate Paying Agent (which shall be a bank or trust
company) and which shall also be the successor Paying Agent under the Indenture.
The Owner Trustee shall cause such successor Certificate Paying Agent or any
additional Certificate Paying Agent appointed by the Owner Trustee to execute
and deliver to the Owner Trustee an instrument to the effect set forth in this
Section 3.10 as it relates to the Certificate Paying Agent. The Certificate
Paying Agent shall return all unclaimed funds to the Trust and upon removal of a
Certificate Paying Agent such Certificate Paying Agent shall also return all
funds in its possession to the Trust. The provisions of Sections 6.01, 6.03,
6.04 and 7.01 shall apply to the Certificate Paying Agent to the extent appli
cable. Any reference in this Agreement to the Certificate Paying Agent shall
include any co-paying agent unless the context requires otherwise.

         (c) The Certificate Paying Agent shall establish and maintain with
itself the Certificate Distribution Account in which the Certificate Paying
Agent shall deposit, on the same day as it is received from the Indenture
Trustee, each remittance received by the Certificate Paying Agent with respect
to payments made pursuant to the Indenture. The Certificate Paying Agent shall
make all distributions on the Certificate from moneys on deposit in the
Certificate Distribution Account.




                                       11

<PAGE>



                                   ARTICLE IV

                      Authority and Duties of Owner Trustee

         Section 4.01. General Authority. The Owner Trustee is authorized and
directed to execute and deliver the Basic Documents to which the Trust is to be
a party and each certificate or other document attached as an exhibit to or
contemplated by the Basic Documents to which the Trust is to be a party and any
amendment or other agreement or instrument described herein, in each case, in
such form as the Owner Trustee shall approve, as evidenced conclusively by the
Owner Trustee's execution thereof.

         Section 4.02. General Duties. The Owner Trustee shall be responsible to
administer the Trust pursuant to the terms of this Owner Trust Agreement and in
the interest of the Certificateholders, subject to the Basic Documents and in
accordance with the provisions of this Owner Trust Agreement. Notwithstanding
the foregoing, the Owner Trustee shall be deemed to have discharged its duties
under this Agreement and the other Basic Documents to the extent that the Seller
or the Administrator shall have agreed in the Administration Agreement to
perform the duties of the Owner Trustee or the Trust, and the Owner Trustee
shall not be responsible for monitoring the performance of such duties by the
Seller or the Administrator nor shall the Owner Trustee be liable for the acts
or omissions of the Seller or the Administrator. In no event shall the Owner
Trustee be obligated to assume the duties of the Seller or Administrator in the
event of the Seller's or Administrator's resignation, removal, insolvency or
other incapacity.

         Section 4.03. Action upon Instruction. (a) Subject to this Article IV
and in accordance with the terms of the Basic Documents, the Certificateholders
may by written instruction direct the Owner Trustee in the management of the
Trust. Such direction may be exercised at any time by written instruction of the
Certificateholders pursuant to this Article IV.

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

         (c) Whenever the Owner Trustee is required to decide or is unable to
decide between alternative courses of action permitted or required by the terms
of this Owner Trust Agreement or under any Basic Document, or in the event that
the Owner Trustee is unsure as to the application of any provision of this Owner
Trust Agreement or any Basic Document or any such provision is ambiguous as to
its application, or is, or appears to be, in conflict with any other applicable
provision, or in the event that this Owner Trust Agreement permits any
determination by the Owner Trustee or is silent or is incomplete as to the
course of action that the Owner Trustee is required to take with respect to a
particular set of facts, the Owner Trustee shall promptly give notice (in such
form as shall be appropriate under the circumstances) to the Certificateholders
requesting instruction as to the course of action to be adopted, and to the
extent the Owner Trustee acts in good faith in accordance with any written
instructions received from the Holder of the Certificate, the Owner Trustee
shall not be liable on account of such action to any Person. If the Owner
Trustee shall not


                                       12

<PAGE>



have received appropriate instruction within 10 days of such notice (or within
such shorter period of time as reasonably may be specified in such notice or may
be necessary under the circumstances) it may, but shall be under no duty to,
take or refrain from taking such action not inconsistent with this Owner Trust
Agreement or the Basic Documents, as it shall deem to be in the best interests
of the Certificateholders, and the Owner Trustee shall have no liability to any
Person for such action or inaction.

         Section 4.04. No Duties Except as Specified under Specified Documents
or in Instructions. The Owner Trustee shall not have any duty or obligation to
manage, make any payment with respect to, register, record, sell, dispose of, or
otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner Trustee is a party, except as expressly required by this
Owner Trust Agreement and (ii) in accordance with any instruction delivered to
the Owner Trustee pursuant to Section 4.03; and no implied duties or obligations
shall be read into this Owner Trust Agreement or any Basic Document against the
Owner Trustee. The Owner Trustee shall have no responsibility to prepare or file
any financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or lien
granted to it hereunder or to prepare or file any Securities and Exchange
Commission filing for the Trust or to record this Owner Trust Agreement or any
Basic Document. The Owner Trustee nevertheless agrees that it will, at its own
cost and expense, promptly take all action as may be necessary to discharge any
liens on any part of the Owner Trust Estate that result from actions by, or
claims against, the Owner Trustee in its individual capacity that are not
related to the ownership or the administration of the Owner Trust Estate.

         Section 4.05. Restrictions. (a) The Owner Trustee shall not take any
action (x) that is inconsistent with the purposes of the Trust set forth in
Section 2.03 or (y) that, to the actual knowl edge of the Owner Trustee, would
result in the Trust becoming taxable as a corporation for federal income tax
purposes. The Certificateholders shall not direct the Owner Trustee to take
action that would violate the provisions of this Section 4.05.

         (b) The Owner Trustee shall not convey or transfer any of the Trust's
properties or assets, including those included in the Trust Estate, to any
person unless (a) it shall have received an Opinion of Counsel to the effect
that such transaction will not have any material adverse tax consequence to the
Trust or any Certificateholder and (b) such conveyance or transfer shall not
violate the provisions of Section 3.16(b) of the Indenture.

         Section 4.06. Prior Notice to the Certificateholder with Respect to
Certain Matters. With respect to the following matters, the Owner Trustee shall
not take action unless at least 30 days before the taking of such action, the
Owner Trustee shall have notified the Certificateholder of the proposed action
and the Holder of the Certificate shall not have notified the Owner Trustee in
writing prior to the 30th day after such notice is given that such
Certificateholders have withheld consent or provided alternative direction:

         (a) the initiation of any claim or lawsuit by the Trust and the
compromise of any action, claim or lawsuit brought by or against the Trust;



                                       13

<PAGE>



         (b) the election by the Trust to file an amendment to the Certificate
of Trust (unless such amendment is required to be filed under the Business Trust
Statute);

         (c) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is required;

         (d) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is not required and such
amendment materially adversely affects the interest of the Certificateholders;
and

         (e) the appointment pursuant to the Indenture of a successor Note
Registrar, Paying Agent or Indenture Trustee or pursuant to this Owner Trust
Agreement of a successor Certificate Registrar or Certificate Paying Agent or
the consent to the assignment by the Note Registrar, Paying Agent, Indenture
Trustee, Certificate Registrar or Certificate Paying Agent of its obligations
under the Indenture or this Owner Trust Agreement, as applicable.

         Section 4.07. Action by Certificateholder with Respect to Certain
Matters. The Owner Trustee shall not have the power, except upon the direction
of the Certificateholder, to (a) remove the Servicer under the Servicing
Agreement pursuant to Sections 7.01 and 8.05 thereof or (b) except as expressly
provided in the Basic Documents, sell the Loans after the termination of the
Indenture. The Owner Trustee shall take the actions referred to in the preceding
sentence only upon written instructions signed by the Certificateholder.

         Section 4.08. Action by Certificateholders with Respect to Bankruptcy.
The Owner Trustee shall not have the power to commence a voluntary proceeding in
bankruptcy relating to the Trust without the unanimous prior approval of all
Certificateholders and the delivery to the Owner Trustee by each such
Certificateholder of a certificate certifying that such Certificateholder
reasonably believes that the Trust is insolvent.

         Section 4.09. Restrictions on Certificateholders' Power. The
Certificateholder shall not direct the Owner Trustee to take or to refrain from
taking any action if such action or inaction would be contrary to any obligation
of the Trust or the Owner Trustee under this Owner Trust Agreement or any of the
Basic Documents or would be contrary to Section 2.03, nor shall the Owner
Trustee be obligated to follow any such direction, if given.

         Section 4.10. Doing Business in Other Jurisdictions. Notwithstanding
anything contained herein to the contrary, neither [Name of Owner Trustee] nor
the Owner Trustee shall be required to take any action in any jurisdiction other
than in the State of Delaware if the taking of such action will, even after the
appointment of a co-trustee or separate trustee in accordance with Section 9.05
hereof, (i) require the consent or approval or authorization or order of or the
giving of notice to, or the registration with or the taking of any other action
in respect of, any state or other governmental authority or agency of any
jurisdiction other than the State of Delaware; (ii) result in any fee, tax or
other governmental charge under the laws of the State of Delaware becoming
payable by [Name of Owner Trustee], or (iii) subject [Name of Owner Trustee] to
personal jurisdiction in any jurisdiction other than the State of Delaware for
causes of action arising from acts unrelated to the consummation


                                       14

<PAGE>



of the transactions by [Name of Owner Trustee] or the Owner Trustee, as the case
may be, contemplated hereby.


                                       15

<PAGE>



                                    ARTICLE V

                           Application of Trust Funds

         Section 5.01. Distributions. (a) On each Payment Date, the Certificate
Paying Agent shall distribute to the Certificateholder all funds on deposit in
the Certificate Distribution Account and available therefor (as provided in
Section 3.05 of the Indenture), as the Certificate Distribution Amount for such
Payment Date.

         (b) In the event that any withholding tax is imposed on the
distributions (or allocations of income) to the Certificateholder, such tax
shall reduce the amount otherwise distributable to the Certificateholder in
accordance with this Section 5.01. The Certificate Paying Agent is hereby
authorized and directed to retain or cause to be retained from amounts otherwise
distributable to the Certificateholder sufficient funds for the payment of any
tax that is legally owed by the Trust (but such authorization shall not prevent
the Owner Trustee from contesting any such tax in appropriate proceedings, and
withholding payment of such tax, if permitted by law, pending the outcome of
such proceedings). The amount of any withholding tax imposed with respect to the
Certificateholder shall be treated as cash distributed to such Certificateholder
at the time it is withheld by the Certificate Paying Agent. The amount of any
such withholding tax shall be remitted by the Certificate Paying Agent, as
required, to the appropriate taxing authority. If there is a possibility that
withholding tax is payable with respect to a distribution (such as a
distribution to a non-U.S. Certificateholder), the Certificate Paying Agent may
in its sole discretion withhold such amounts in accordance with this paragraph
(b).

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

         (d) Allocations of profits and losses, as determined for federal income
tax purposes, shall be made to the Certificateholders on a pro rata basis based
on the Certificate Percentage Interests thereof.

         Section 5.02. Method of Payment. Subject to Section 8.01(c),
distributions required to be made to the Certificateholder on any Payment Date
as provided in Section 5.01 shall be made to the Certificateholder of record on
the preceding Record Date either by, in the case of any Certificateholder owning
Certificates, having denominations aggregating at least $1,000,000, wire
transfer, in immediately available funds, to the account of such Holder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided to the Certificate Registrar appropriate
written instructions at least five Business Days prior to such Payment Date or,
if not, by check mailed to such Certificateholder at the address of such Holder
appearing in the Certificate Register.

         Section 5.03. Signature on Returns. The Administrator shall sign on
behalf of the Trust the tax returns of the Trust.

         Section 5.04. Statements to Certificateholders. On each Payment Date,
the Certificate Paying Agent shall send to the Certificateholder the statement
or statements provided to the Owner


                                       16

<PAGE>



Trustee and the Certificate Paying Agent by the Servicer pursuant to Section
4.01 of the Servicing Agreement with respect to such Payment Date.

         Section 5.05.     Tax Elections.

         The Certificateholder agrees by its purchase of the Certificate to
treat the Trust as a domestic eligible entity with a single owner electing to be
disregarded as a separate entity for purposes of federal and state income tax,
franchise tax and any other tax measured in whole or in part by income, with the
Notes being debt of the Trust, as further set forth in Section 2.06.


                                       17

<PAGE>



                                   ARTICLE VI

                          Concerning the Owner Trustee

         Section 6.01. Acceptance of Trusts and Duties. The Owner Trustee
accepts the trusts hereby created and agrees to perform its duties hereunder
with respect to such trusts but only upon the terms of this Owner Trust
Agreement. The Owner Trustee and the Certificate Paying Agent also agree to
disburse all moneys actually received by it constituting part of the Owner Trust
Estate upon the terms of the Basic Documents and this Owner Trust Agreement. The
Owner Trustee shall not be answerable or accountable hereunder or under any
Basic Document under any circumstances, except (i) for its own willful
misconduct, gross negligence or bad faith or (ii) in the case of the inaccuracy
of any representation or warranty contained in Section 6.03 expressly made by
the Owner Trustee. In particular, but not by way of limitation (and subject to
the exceptions set forth in the preceding sentence):

         (a) No provision of this Owner Trust Agreement or any Basic Document
shall require the Owner Trustee to expend or risk funds or otherwise incur any
financial liability in the performance of any of its rights, duties or powers
hereunder or under any Basic Document if the Owner Trustee shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured or provided to it;

         (b) Under no circumstances shall the Owner Trustee be liable for
indebtedness evidenced by or arising under any of the Basic Documents, including
the principal of and interest on the Notes;

         (c) The Owner Trustee shall not be responsible for or in respect of the
validity or sufficiency of this Owner Trust Agreement or for the due execution
hereof by the Depositor or for the form, character, genuineness, sufficiency,
value or validity of any of the Owner Trust Estate, or for or in respect of the
validity or sufficiency of the Basic Documents, the Notes, the Certificate,
other than the certificate of authentication on the Certificate, if executed by
the Owner Trustee and the Owner Trustee shall in no event assume or incur any
liability, duty, or obligation to any Noteholder or to the Certificateholder,
other than as expressly provided for herein or expressly agreed to in the Basic
Documents;

         (d) The execution, delivery, authentication and performance by it of
this Owner Trust Agreement will not require the authorization, consent or
approval of, the giving of notice to, the filing or registration with, or the
taking of any other action with respect to, any governmental authority or
agency;

         (e) The Owner Trustee shall not be liable for the default or misconduct
of the Depositor, Indenture Trustee or the Servicer under any of the Basic
Documents or otherwise and the Owner Trustee shall have no obligation or
liability to perform the obligations of the Trust under this Owner Trust
Agreement or the Basic Documents that are required to be performed by the
Indenture Trustee under the Indenture, the Seller under the Loan Purchase
Agreement, the Servicer under the Servicing Agreement or the Seller or the
Administrator under the Administration Agreement; and



                                       18

<PAGE>



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

         Section 6.02. Furnishing of Documents. The Owner Trustee shall furnish
to the Securityholders promptly upon receipt of a written reasonable request
therefor, duplicates or copies of all reports, notices, requests, demands,
certificates, financial statements and any other instruments furnished to the
Trust under the Basic Documents.

         Section 6.03. Representations and Warranties. The Owner Trustee hereby
represents and warrants to the Depositor, for the benefit of the
Certificateholders, that:

         (a) It is a national banking association duly organized and validly
existing in good standing under the laws of the United States of America. It has
all requisite corporate power and authority to execute, deliver and perform its
obligations under this Owner Trust Agreement;

         (b) It has taken all corporate action necessary to authorize the
execution and delivery by it of this Owner Trust Agreement, and this Owner Trust
Agreement will be executed and delivered by one of its officers who is duly
authorized to execute and deliver this Owner Trust Agreement on its behalf;

         (c) Neither the execution nor the delivery by it of this Owner Trust
Agreement, nor the consummation by it of the transactions contemplated hereby
nor compliance by it with any of the terms or provisions hereof will contravene
any federal or Delaware law, governmental rule or regulation governing the
banking or trust powers of the Owner Trustee or any judgment or order binding on
it, or constitute any default under its charter documents or bylaws or any
indenture, mortgage, contract, agreement or instrument to which it is a party or
by which any of its properties may be bound;

         (d) This Owner Trust Agreement, assuming due authorization, execution
and delivery by the Depositor, constitutes a valid, legal and binding obligation
of the Owner Trustee, enforceable against it in accordance with the terms hereof
subject to applicable bankruptcy, insolvency, reorganization, moratorium and
other laws affecting the enforcement of creditors' rights generally and to
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;

         (e) The Owner Trustee is not in default with respect to any order or
decree of any court or any order, regulation or demand of any Federal, state,
municipal or governmental agency, which default might have consequences that
would materially and adversely affect the condition (financial


                                       19

<PAGE>



or other) or operations of the Owner Trustee or its properties or might have
consequences that would materially adversely affect its performance hereunder;
and

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

         Section 6.04. Reliance; Advice of Counsel. (a) The Owner Trustee shall
incur no liability to anyone in acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, bond, or
other document or paper believed by it to be genuine and believed by it to be
signed by the proper party or parties. The Owner Trustee may accept a certified
copy of a resolution of the board of directors or other governing body of any
corporate party as conclusive evidence that such resolution has been duly
adopted by such body and that the same is in full force and effect. As to any
fact or matter the method of determination of which is not specifically
prescribed herein, the Owner Trustee may for all purposes hereof rely on a
certificate, signed by the president or any vice president or by the treasurer
or other authorized officers of the relevant party, as to such fact or matter
and such certificate shall constitute full protection to the Owner Trustee for
any action taken or omitted to be taken by it in good faith in reliance thereon.

         (b) In the exercise or administration of the Trust hereunder and in the
performance of its duties and obligations under this Owner Trust Agreement or
the Basic Documents, the Owner Trustee (i) may act directly or through its
agents, attorneys, custodians or nominees (including persons acting under a
power of attorney) pursuant to agreements entered into with any of them, and the
Owner Trustee shall not be liable for the conduct or misconduct of such agents,
attorneys, custodians or nominees (including persons acting under a power of
attorney) if such persons have been selected by the Owner Trustee with
reasonable care, and (ii) may consult with counsel, accountants and other
skilled persons to be selected with reasonable care and employed by it at the
expense of the Trust. The Owner Trustee shall not be liable for anything done,
suffered or omitted in good faith by it in accordance with the opinion or advice
of any such counsel, accountants or other such Persons.

         Section 6.05. Not Acting in Individual Capacity. Except as provided in
this Article VI, in accepting the trusts hereby created [Name of Owner Trustee]
acts solely as Owner Trustee hereunder and not in its individual capacity, and
all Persons having any claim against the Owner Trustee by reason of the
transactions contemplated by this Owner Trust Agreement or any Basic Document
shall look only to the Owner Trust Estate for payment or satisfaction thereof.

         Section 6.06. Owner Trustee Not Liable for Certificates or Related
Documents. The recitals contained herein and in the Certificate (other than the
signatures of the Owner Trustee on the Certificate) shall be taken as the
statements of the Depositor, and the Owner Trustee assumes no responsibility for
the correctness thereof. The Owner Trustee makes no representations as to the
validity or sufficiency of this Owner Trust Agreement, of any Basic Document or
of the Certificate (other than the signatures of the Owner Trustee on the
Certificate) or the Notes, or of any Related Documents. The Owner Trustee shall
at no time have any responsibility or liability with respect to the sufficiency
of the Owner Trust Estate or its ability to generate the payments to be
distributed to the Certificateholder under this Owner Trust Agreement or the
Noteholders under the Indenture,


                                       20

<PAGE>



including, the compliance by the Depositor or the Seller with any warranty or
representation made under any Basic Document or in any related document or the
accuracy of any such warranty or representation, or any action of the
Certificate Paying Agent, the Certificate Registrar or the Indenture Trustee
taken in the name of the Owner Trustee.

         Section 6.07. Owner Trustee May Own Certificates and Notes. The Owner
Trustee in its individual or any other capacity may become the owner or pledgee
of Certificates or Notes and may deal with the Depositor, the Seller, the
Certificate Paying Agent, the Certificate Registrar and the Indenture Trustee in
transactions with the same rights as it would have if it were not Owner Trustee.


                                       21

<PAGE>



                                   ARTICLE VII

                          Compensation of Owner Trustee

         Section 7.01. Owner Trustee's Fees and Expenses. The Owner Trustee
shall receive as compensation for its services hereunder such fees as have been
separately agreed upon before the date hereof (the "Owner Trustee Fee") from the
Seller, and the Owner Trustee shall be reimbursed for its reasonable expenses
hereunder and under the Basic Documents, including the reasonable compensation,
expenses and disbursements of such agents, representatives, experts and counsel
as the Owner Trustee may reasonably employ in connection with the exercise and
performance of its rights and its duties hereunder and under the Basic Documents
which shall be payable by the Seller.

         Section 7.02. Indemnification. The Seller, the Depositor and the Trust
(on a joint and several basis) shall indemnify, defend and hold harmless the
Owner Trustee, both as Owner Trustee and in its individual capacity, and its
successors, assigns, agents and servants (collectively, the "Indemnified
Parties") from and against, any and all liabilities, obligations, losses,
damages, taxes, claims, actions and suits, and any and all reasonable costs,
expenses and disbursements (including reasonable legal fees and expenses) of any
kind and nature whatsoever (collectively, "Expenses") which may at any time be
imposed on, incurred by, or asserted against the Owner Trustee or any
Indemnified Party in any way relating to or arising out of this Owner Trust
Agreement, the Basic Documents, the Owner Trust Estate, the administration of
the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder,
provided, that:

                         (i) the Seller shall not be liable for or required to
         indemnify an Indemnified Party from and against Expenses arising or
         resulting from the Owner Trustee's willful misconduct, gross negligence
         or bad faith or as a result of any inaccuracy of a representation or
         warranty contained in Section 6.03 expressly made by the Owner Trustee;

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

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

                        (iv) notwithstanding anything in this Agreement to the
         contrary, the Seller shall not be liable for settlement of any claim by
         an Indemnified Party entered into without the prior consent of the
         Seller which consent shall not be unreasonably withheld.

         The indemnities contained in this Section shall survive the resignation
or removal of the Owner Trustee or the termination of this Owner Trust
Agreement. In the event of any claim, action or proceeding for which indemnity
will be sought pursuant to this Section 7.02, the Owner Trustee's choice of
legal counsel, if other than the legal counsel retained by the Owner Trustee in
connection with the execution and delivery of this Owner Trust Agreement, shall
be subject to the approval of the Servicer, which approval shall not be
unreasonably withheld. In addition, upon written notice to the Owner Trustee and
with the consent of the Owner Trustee which consent shall not be


                                       22

<PAGE>



unreasonably withheld, the Servicer has the right to assume the defense of any
claim, action or proceeding against the Owner Trustee.


                                       23

<PAGE>



                                  ARTICLE VIII

                      Termination of Owner Trust Agreement

         Section 8.01. Termination of Owner Trust Agreement. (a) The Trust shall
dissolve upon the earlier of (i) the final distribution of all moneys or other
property or proceeds of the Owner Trust Estate in accordance with the terms of
the Indenture and this Owner Trust Agreement or (ii) the Final Maturity Date.
The bankruptcy, liquidation, dissolution, death or incapacity of the
Certificateholder shall not (x) operate to terminate this Owner Trust Agreement
or the Trust or (y) entitle such Certifi cateholder's legal representatives or
heirs to claim an accounting or to take any action or proceeding in any court
for a partition or winding up of all or any part of the Trust or the Owner Trust
Estate or (z) otherwise affect the rights, obligations and liabilities of the
parties hereto.

         (b) Except as provided in Section 8.01(a), neither the Depositor nor
the Certificateholder shall be entitled to revoke or terminate the Trust.

         (c) Notice of any dissolution of the Trust, specifying the Payment Date
upon which the Certificateholder shall surrender its Certificate to the
Certificate Paying Agent for payment of the final distribution and cancellation,
shall be given by the Certificate Paying Agent by letter to the
Certificateholder mailed within five Business Days of receipt of notice of such
dissolution from the Owner Trustee, stating (i) the Payment Date upon or with
respect to which final payment of the Certificate shall be made upon
presentation and surrender of the Certificate at the office of the Certificate
Paying Agent therein designated, (ii) the amount of any such final payment and
(iii) that the Record Date otherwise applicable to such Payment Date is not
applicable, payments being made only upon presentation and surrender of the
Certificate at the office of the Certificate Payment Agent therein specified.
The Certificate Paying Agent shall give such notice to the Owner Trustee and the
Certificate Registrar at the time such notice is given to Certificateholders.
Upon presentation and surrender of the Certificate, the Certificate Paying Agent
shall cause to be distributed to the Certificateholder amounts distributable on
such Payment Date pursuant to Section 5.01.

         In the event that the Certificateholder shall not surrender its
Certificate for cancellation within six months after the date specified in the
above mentioned written notice, the Certificate Paying Agent shall give a second
written notice to the Certificateholder to surrender the Certificate for
cancellation and receive the final distribution with respect thereto. Subject to
applicable laws with respect to escheat of funds, if within one year following
the Payment Date on which final payment of the Certificate was to have been made
pursuant to Section 3.10, the Certificate shall not have been surrendered for
cancellation, the Certificate Paying Agent may take appropriate steps, or may
appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets that shall remain
subject to this Owner Trust Agreement. Any funds remaining in the Certificate
Distribution Account after exhaustion of such remedies shall be distributed by
the Certificate Paying Agent to the Servicer.

         (d) Upon the completion of the winding up of the Trust and notification
to the Owner Trustee from the Servicer, who shall be responsible for liquidating
the Trust, as to the satisfaction of the obligations of the Trust, the Owner
Trustee shall cause the Certificate of Trust to be canceled


                                       24

<PAGE>



by filing a certificate of cancellation with the Secretary of State in
accordance with the provisions of Section 3810(c) of the Business Trust Statute,
upon which filing the Trust shall terminate.




                                       25

<PAGE>



                                   ARTICLE IX

             Successor Owner Trustees and Additional Owner Trustees

         Section 9.01. Eligibility Requirements for Owner Trustee. The Owner
Trustee shall at all times be a corporation satisfying the provisions of Section
3807(a) of the Business Trust Statute; authorized to exercise corporate trust
powers; having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authorities; and
having (or having a parent that has) long term debt obligations with a rating of
at least A (or the equivalent) by Standard & Poor's and/or Moody's. If such
corporation shall publish reports of condition at least annually pursuant to law
or to the requirements of the aforesaid supervising or examining authority, then
for the purpose of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In case at any time the
Owner Trustee shall cease to be eligible in accordance with the provisions of
this Section 9.01, the Owner Trustee shall resign immediately in the manner and
with the effect specified in Section 9.02.

         Section 9.02. Replacement of Owner Trustee. The Owner Trustee may at
any time resign and be discharged from the trusts hereby created by giving 30
days prior written notice thereof to the Depositor and the Indenture Trustee.
Upon receiving such notice of resignation, the Indenture Trustee shall promptly
appoint a successor Owner Trustee, by written instrument, in duplicate, one copy
of which instrument shall be delivered to the resigning Owner Trustee and to the
successor Owner Trustee. If no successor Owner Trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Owner Trustee may petition any court of
competent jurisdiction for the appointment of a successor Owner Trustee.

         If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 9.01 and shall fail to resign after
written request therefor by the Indenture Trustee, or if at any time the Owner
Trustee shall be legally unable to act, or shall be adjudged bankrupt or
insolvent, or a receiver of the Owner Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Owner
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Indenture Trustee remove the Owner
Trustee. If the Indenture Trustee shall remove the Owner Trustee under the
authority of the immediately preceding sentence, the Indenture Trustee shall
promptly appoint a successor Owner Trustee by written instrument, in duplicate,
one copy of which instrument shall be delivered to the outgoing Owner Trustee so
removed and one copy to the successor Owner Trustee, and shall pay all fees owed
to the outgoing Owner Trustee.

         Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to
the outgoing Owner Trustee.

         Section 9.03. Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 9.02 shall execute, acknowledge and deliver to the
Indenture Trustee and to its predeces-



                                       26

<PAGE>




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

         No successor Owner Trustee shall accept appointment as provided in this
Section 9.03 unless at the time of such acceptance such successor Owner Trustee
shall be eligible pursuant to Section 9.01.

         Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section 9.03, the Indenture Trustee shall mail notice thereof to all
Certificateholders, the Indenture Trustee, the Noteholders and the Rating
Agencies. If the Indenture Trustee shall fail to mail such notice within 10 days
after acceptance of such appointment by the successor Owner Trustee, the
successor Owner Trustee shall cause such notice to be mailed at the expense of
the Indenture Trustee.

         Section 9.04. Merger or Consolidation of Owner Trustee. Any Person into
which the Owner Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Owner Trustee shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the
Owner Trustee, shall be the successor of the Owner Trustee hereunder, without
the execution or filing of any instrument or any further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding;
provided, that such Person shall be eligible pursuant to Section 9.01 and,
provided, further, that the Owner Trustee shall mail notice of such merger or
consolidation to the Rating Agencies.

         Section 9.05. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Owner Trust Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Owner Trust Estate may at the time be located, the Owner Trustee
shall have the power and shall execute and deliver all instruments to appoint
one or more Persons to act as co-trustee, jointly with the Owner Trustee, or as
separate trustee or trustees, of all or any part of the Owner Trust Estate, and
to vest in such Person, in such capacity, such title to the Trust or any part
thereof and, subject to the other provisions of this Section, such powers,
duties, obligations, rights and trusts as the Owner Trustee may consider
necessary or desirable. No co-trustee or separate trustee under this Owner Trust
Agreement shall be required to meet the terms of eligibility as a successor
Owner Trustee pursuant to Section 9.01 and no notice of the appointment of any
co-trustee or separate trustee shall be required pursuant to Section 9.03.





                                       27
<PAGE>

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

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

         (b) No trustee under this Owner Trust Agreement shall be personally
liable by reason of any act or omission of any other trustee under this Owner
Trust Agreement; and

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

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

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




                                       28
<PAGE>

                                    ARTICLE X

                                  Miscellaneous

         Section 10.01. Amendments. (a) This Owner Trust Agreement may be
amended from time to time by the parties hereto as specified in this Section
10.01, provided that any amendment, except as provided in subparagraph (e)
below, be accompanied by an Opinion of Counsel, to the Owner Trustee to the
effect that such amendment (i) complies with the provisions of this Section and
(ii) will not cause the Trust to be subject to an entity level tax.

         (b) If the purpose of the amendment (as detailed therein) is to correct
any mistake, eliminate any inconsistency, cure any ambiguity or deal with any
matter not covered (i.e. to give effect to the intent of the parties), it shall
not be necessary to obtain the consent of any Holders, but the Owner Trustee
shall be furnished with (A) a letter from the Rating Agencies that the amendment
will not result in the downgrading or withdrawal of the rating then assigned to
any of the Notes and (B) an Opinion of Counsel to the effect that such action
will not adversely affect in any material respect the interests of any Holders
shall be obtained.

         (c) If the purpose of the amendment is to prevent the imposition of any
federal or state taxes at any time that any Security is outstanding (i.e.
technical in nature), it shall not be necessary to obtain the consent of any
Holder, but the Owner Trustee shall be furnished with an Opinion of Counsel that
such amendment is necessary or helpful to prevent the imposition of such taxes
and is not materially adverse to any Holder shall be obtained.

         (d) If the purpose of the amendment is to add or eliminate or change
any provision of the Owner Trust Agreement other than as contemplated in (b) and
(c) above, the amendment shall require (A) an Opinion of Counsel to the effect
that such action will not adversely affect in any material respect the interests
of the Holder and (B) either (a) a letter from the Rating Agencies that the
amendment will not result in the downgrading or withdrawal of the rating then
assigned to any of the Notes or (b) the consent of the Holder of the Certificate
and the Indenture Trustee; provided, however, that no such amendment shall
reduce in any manner the amount of, or delay the timing of, payments received
that are required to be distributed on the Certificate without the consent of
the Certificateholder.

         (e) If the purpose of the amendment is to provide for the holding of
the Certificate in book-entry form, it shall require the consent of the Holder;
provided, that the Opinion of Counsel specified in subparagraph (a) above shall
not be required.

         (f) If the purpose of the amendment is to provide for the issuance of
additional certificates representing an interest in the Trust, it shall not be
necessary to obtain the consent of any Holder, but the Owner Trustee shall be
furnished with (A) an Opinion of Counsel to the effect that such action will not
adversely affect in any material respect the interests of any Holders and (B) a
letter from the Rating Agencies that the amendment will not result in the
downgrading or withdrawal of the rating then assigned to of the Notes.





                                       29
<PAGE>

         (g) Promptly after the execution of any such amendment or consent, the
Owner Trustee shall furnish written notification of the substance of such
amendment or consent to the Certificate holder, the Indenture Trustee and each
of the Rating Agencies. It shall not be necessary for the consent of
Certificateholders or the Indenture Trustee pursuant to this Section 10.01 to
approve the particular form of any proposed amendment or consent, but it shall
be sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents (and any other consents of Certificateholders provided
for in this Owner Trust Agreement or in any other Basic Document) and of
evidencing the authorization of the execution thereof by Certificateholders
shall be subject to such reasonable requirements as the Owner Trustee may
prescribe.

         (h) In connection with the execution of any amendment to any agreement
to which the Trust is a party, other than this Owner Trust Agreement, the Owner
Trustee shall be entitled to receive and conclusively rely upon an Opinion of
Counsel to the effect that such amendment is authorized or permitted by the
documents subject to such amendment and that all conditions precedent in the
Basic Documents for the execution and delivery thereof by the Trust or the Owner
Trustee, as the case may be, have been satisfied.

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

         Section 10.02. No Legal Title to Owner Trust Estate. The
Certificateholders shall not have legal title to any part of the Owner Trust
Estate. The Certificateholders shall be entitled to receive distributions with
respect to their undivided beneficial interest therein only in accordance with
Articles V and VII. No transfer, by operation of law or otherwise, of any right,
title or interest of the Certificateholders to and in their ownership interest
in the Owner Trust Estate shall operate to terminate this Owner Trust Agreement
or the trusts hereunder or entitle any transferee to an accounting or to the
transfer to it of legal title to any part of the Owner Trust Estate

         Section 10.03. Limitations on Rights of Others. The provisions of this
Owner Trust Agreement are solely for the benefit of the Owner Trustee, the
Depositor, the Certificateholders, and, to the extent expressly provided herein,
the Indenture Trustee and the Noteholders, and nothing in this Owner Trust
Agreement, whether express or implied, shall be construed to give to any other
Person any legal or equitable right, remedy or claim in the Owner Trust Estate
or under or in respect of this Owner Trust Agreement or any covenants,
conditions or provisions contained herein.

         Section 10.04. Notices. (a) Unless otherwise expressly specified or
permitted by the terms hereof, all notices shall be in writing and shall be
deemed given upon receipt, if to the Owner Trustee, addressed to [Name of Owner
Trustee], ________________________________, Attention: ___________________; if
to the Depositor, addressed to Cendant Mortgage Capital LLC, 3000 Leadenhall
Road, Mt. Laurel, New Jersey 08054; if to the Rating Agencies, addressed to
Moody's Investors Service, Inc., 99 Church Street, 4th Floor, New York, New York
10001 and to Standard & Poor's, a division of The McGraw-Hill Companies, Inc.,
55 Water Street, New York, NY 10041; or, as to each party, at such other address
as shall be designated by such party in a written notice to each other party.





                                       30
<PAGE>

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

         (c) A copy of any notice delivered to the Owner Trustee or the Trust
shall also be delivered to the Depositor.

         Section 10.05. Severability. Any provision of this Owner Trust
Agreement that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

         Section 10.06. Separate Counterparts. This Owner Trust Agreement may be
executed by the parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such counterparts shall
together constitute but one and the same instrument.

         Section 10.07. Successors and Assigns. All representations, warranties,
covenants and agreements contained herein shall be binding upon, and inure to
the benefit of, each of the Depositor, the Owner Trustee and its successors and
the Certificateholder and its successors and permitted assigns, all as herein
provided. Any request, notice, direction, consent, waiver or other instrument or
action by the Certificateholder shall bind the successors and assigns of the
Certificateholder.

         Section 10.08. No Petition. The Owner Trustee, by entering into this
Owner Trust Agreement and the Certificateholder, by accepting the Certificate,
hereby covenant and agree that they will not, prior to the day that is one year
and one day after the date this Agreement terminates, institute against the
Depositor or the Trust, or join in any institution against the Depositor or the
Trust of, any bankruptcy proceedings under any United States federal or state
bankruptcy or similar law in connection with any obligations to the Certificate,
the Notes, this Owner Trust Agreement or any of the Basic Documents.

         Section 10.09. No Recourse. The Certificateholder by accepting the
Certificate acknowledges that the Certificate represents beneficial interests in
the Trust only and does not represent interests in or obligations of the
Depositor, the Seller, the Owner Trustee, the Indenture Trustee or any Affiliate
thereof and no recourse may be had against such parties or their assets, except
as may be expressly set forth or contemplated in this Owner Trust Agreement, the
Certificate or the Basic Documents.

         Section 10.10. Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

         Section 10.11. GOVERNING LAW. THIS OWNER TRUST AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE




                                       31
<PAGE>

OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

         Section 10.12. Integration. This Owner Trust Agreement constitutes the
entire agreement among the parties hereto pertaining to the subject matter
hereof and supersedes all prior agreements and understanding pertaining thereto.






                                       32
<PAGE>

         IN WITNESS WHEREOF, the Depositor and the Owner Trustee have caused
their names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.

                               CENDANT MORTGAGE CAPITAL LLC


                               By:
                               Name:
                               Title:


                               [NAME OF OWNER TRUSTEE], as Owner Trustee,


                               By:
                               Name:
                               Title:


Acknowledged and Agreed:

[Name of Indenture Trustee]
         Indenture Trustee, as Certificate
         Registrar and Certificate
         Paying Agent



By:
Name:
Title:

[Name of Seller]
         as Seller



By:
Name:
Title:


                                       33

<PAGE>



                                    EXHIBIT A

                               FORM OF CERTIFICATE


                  THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
NOTES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).

                  THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT UPON SATISFACTION
OF THE CONDITIONS IN SECTION 3.05 OF THE OWNER TRUST AGREEMENT.

                  THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT
AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.05 OF THE OWNER TRUST AGREEMENT
("THE AGREEMENT").

                  NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE
CERTIFICATE REGISTRAR SHALL HAVE RECEIVED EITHER (I) A REPRESENTATION LETTER IN
THE FORM OF EXHIBIT F TO THE AGREEMENT FROM THE TRANSFEREE OF THIS CERTIFICATE
TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO
THE PROHIBITED TRANSACTION RESTRICTIONS AND THE FIDUCIARY RESPONSIBILITY
REQUIREMENTS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"),
ANY PERSON ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF ANY SUCH PLAN OR ANY
PERSON USING "PLAN ASSETS," WITHIN THE MEANING OF THE DEPARTMENT OF LABOR
REGULATION AT 29 C.F.R. SS.2510.3-101, TO ACQUIRE THIS CERTIFICATE (COLLECTIVELY
A "PLAN INVESTOR"), OR (II) IF THIS CERTIFICATE IS PRESENTED FOR REGISTRATION IN
THE NAME OF A PLAN INVESTOR, AN OPINION OF COUNSEL TO THE EFFECT THAT THE
PURCHASE OR HOLDING OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW,
WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF
ANY SUBSEQUENT ENACTMENTS) AND WILL NOT SUBJECT THE COMPANY, THE OWNER TRUSTEE,
THE SERVICER OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

                  THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR
OBLIGATION OF THE SELLER, THE COMPANY, THE SERVICER, THE INDENTURE


                                       A-1

<PAGE>



TRUSTEE, OR THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES, EXCEPT AS
EXPRESSLY PROVIDED IN THE AGREEMENT OR THE BASIC DOCUMENTS.


                                       A-2

<PAGE>



Certificate No. __

Cut-off Date:                        Assumed Final Payment Date:
_______ 1, ____                      _______________

First Payment Date:                  Certificate Percentage Interest
________ 25, ____                    this Certificate: 100%



                          _______ Trust Series ____-__
                                 Series ____-__


evidencing a 100% interest in the Owner Trust Estate, the property of which
consists primarily of the Loans, created by CENDANT MORTGAGE CAPITAL LLC
(hereinafter called the "Depositor" which term includes any successor entity
under the Agreement referred to below).

                  This Certificate is payable solely from the assets of the
Owner Trust Estate, and does not represent an obligation of or interest in the
Company, the Seller, the Servicer, the Indenture Trustee, the Owner Trustee or
any of their affiliates. Neither this Certificate nor the Loans is guaranteed or
insured by any governmental agency or instrumentality or by the Company, the
Seller, the Servicer, the Indenture Trustee, the Owner Trustee or any of their
affiliates. None of the Company, the Seller, the Servicer, the Indenture
Trustee, the Owner Trustee, or any of their affiliates will have any obligation
with respect to any certificate or other obligation secured by or payable from
payments on the Certificate.

                  This certifies that [name of Holder] is the registered owner
of the Certificate Percentage Interest evidenced by this Certificate (as set
forth on the face hereof) in certain distributions with respect to the Owner
Trust Estate, consisting primarily of the Loans created by the Depositor. The
Trust (as defined herein) was created pursuant to a Owner Trust Agreement dated
as specified above (as amended and supplemented from time to time, the
"Agreement") between the Company and [Name of Owner Trustee], as owner trustee
(the "Owner Trustee," which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Payment Date"), commencing on the
first Payment Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last day (or if such last day is
not a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
in an amount equal to the pro rata portion evidenced by this Certificate (based
on the Certificate Percentage Interest stated


                                       A-3

<PAGE>



on the face hereof) of the Certificate Distribution Amount required to be
distributed to Holders of Certificates on such Payment Date. Distributions on
this Certificate will be made as provided in the Agreement by the Certificate
Paying Agent by wire transfer or check mailed to the Certificateholder of record
in the Certificate Register without the presentation or surrender of this
Certificate or the making of any notation hereon.

                  Except as otherwise provided in the Agreement and
notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Certificate Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency maintained by the Certificate Registrar for that purpose in the
City and State of New York.

                  No transfer of this Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Certificate Registrar or the Company may require an opinion of
counsel acceptable to and in form and substance satisfactory to the Certificate
Registrar and the Company that such transfer is exempt (describing the
applicable exemption and the basis therefor) from or is being made pursuant to
the registration requirements of the Securities Act of 1933, as amended, and of
any applicable statute of any state and (ii) the transferee shall execute an
investment letter in the form described in the Agreement and (iii) the
Certificate Registrar shall require the transferee to execute an investment
letter in the form described by the Agreement, which investment letter shall not
be at the expense of the Trust, the Owner Trustee, the Certificate Registrar or
the Company. The Holder hereof desiring to effect such transfer shall, and does
hereby agree to, indemnify the Trust, the Owner Trustee, the Company, the
Servicer and the Certificate Registrar against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws. In connection with any such transfer, the Certificate Registrar
(unless otherwise directed by the Company) will also require either (i) a
representation letter, in the form of Exhibit F to the Agreement, stating that
the transferee is not an employee benefit or other plan subject to the
prohibited transaction restrictions or the fiduciary responsibility requirements
of ERISA or Section 4975 of the Code ("Plan"), any person acting, directly or
indirectly, on behalf of any such plan or any person using the "plan assets,"
within the meaning of the Department of Labor regulations at 29 C.F.R.
ss.2510.3-101, to effect such acquisition (collectively, a "Plan Investor") or
(ii) if such transferee is a Plan Investor, an opinion of counsel acceptable to
and in form and substance satisfactory to the Company, the Owner Trustee, the
Servicer and the Certificate Registrar to the effect that the purchase or
holding of the Certificate is permissible under applicable law, will not
constitute or result in a prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code (or comparable provisions of any subsequent enactments)
and will not subject the Company, the Owner Trustee, the Servicer or the
Certificate Registrar to any obligation or liability in addition to those
undertaken in the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as ______ Trust Asset-Backed Certificates of the Series
specified hereon (herein collectively called the "Certifi cates"). All terms
used in this Certificate which are defined in the Agreement shall have the
meanings assigned to them in the Agreement.



                                       A-4

<PAGE>



                  The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Distribution Account that have been released from the Lien of the Indenture for
payment hereunder and that neither the Owner Trustee in its individual capacity
nor the Company is personally liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as expressly provided
in the Agreement, subject to any liability under the Agreement.

                  The Holder of this Certificate acknowledges and agrees that
its rights to receive distributions in respect of this Certificate are
subordinated to the rights of the Noteholders as described in the Indenture,
dated as of _______________, between ______ Trust Series ____-__ (the "Trust")
and [Name of Indenture Trustee], as Indenture Trustee (the "Indenture").

                  The Certificateholder, by its acceptance of the Certificate,
covenants and agrees that such Certificateholder will not, prior to the day one
year and one day after the date this Agreement terminates, institute against the
Company, or join in any institution against the Company or the Trust of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Certificate, the
Notes, the Agreement or any of the Basic Documents.

                  The Agreement permits the amendment thereof as specified
below, provided that any amendment be accompanied by an Opinion of Counsel to
the Owner Trustee to the effect that such amendment complies with the provisions
of the Agreement and will not cause the Trust to be subject to an entity level
tax. If the purpose of the amendment is to correct any mistake, eliminate any
inconsistency, cure any ambiguity or deal with any matter not covered, it shall
not be necessary to obtain the consent of any Holder, but the Owner Trustee
shall be furnished with a letter from the Rating Agencies that the amendment
will not result in the downgrading or withdrawal of the rating then assigned to
any of the Notes. If the purpose of the amendment is to prevent the imposition
of any federal or state taxes at any time that any Security is outstanding, it
shall not be necessary to obtain the consent of the any Holder, but the Owner
Trustee shall be furnished with an Opinion of Counsel that such amendment is
necessary or helpful to prevent the imposition of such taxes and is not
materially adverse to any Holder. If the purpose of the amendment is to add or
eliminate or change any provision of the Agreement, other than as specified in
the preceding two sentences, the amendment shall require either (a) a letter
from the Rating Agencies that the amendment will not result in the downgrading
or withdrawal of the rating then assigned to any of the Notes or (b) the consent
of Certificateholder and the Indenture Trustee; PROVIDED, HOWEVER, that no such
amendment shall (i) reduce in any manner the amount of, or delay the time of,
payments received that are required to be distributed on any Certificate without
the consent of the related Certificateholder, or (ii) reduce the aforesaid
percentage of Certificates the Holders of which are required to consent to any
such amendment without the consent of the Holders of all such Certificates then
outstanding.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies of the Certificate Registrar maintained
in the City and State of New York, accompanied by a written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations evidencing
the


                                       A-5

<PAGE>



same Class and aggregate Certificate Percentage Interest will be issued to the
designated transferee. The initial Certificate Registrar appointed under the
Agreement is the Owner Trustee.

                  The Certificate is issuable only in minimum denominations of a
100% Certificate Percentage Interest.

                  No service charge will be made for any such registration of
transfer or exchange, but the Owner Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge
payable in connection therewith.

                  The Owner Trustee, the Certificate Paying Agent, the
Certificate Registrar and any agent of the Owner Trustee, the Certificate Paying
Agent, or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Owner Trustee, the Certificate Paying Agent, the Certificate Registrar or any
such agent shall be affected by any notice to the contrary.

                  This Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware.

                  The obligations created by the Agreement in respect of the
Certificate and the Trust created thereby shall terminate upon the earlier of
(i) the final distribution of all moneys or other property or proceeds of the
Owner Trust Estate in accordance with the terms of the Indenture and the
Agreement or (ii) the Final Maturity Date.

                  Unless the certificate of authentication hereon shall have
been executed by an authorized officer of the Owner Trustee, or an
authenticating agent by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.


                                       A-6

<PAGE>



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


                               ______ Trust Series ____-__

                               by       [NAME OF OWNER TRUSTEE], not in its
                                        individual capacity but solely as Owner
                                        Trustee



Dated: _____________           _______________________________________
                                        Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION

This is the Certificate referred to in the within mentioned Agreement.


[NAME OF OWNER TRUSTEE],
not in its individual capacity
but solely as Owner Trustee


By:  _______________________________________
           Authorized Signatory



or    _______________________________________,
         as Authenticating Agent of the Trust


By:  _______________________________________
           Authorized Signatory


                                       A-7

<PAGE>



                                   ASSIGNMENT


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

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE




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


--------------------------------------------------------------------------------
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing


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


Dated:

                       ___________________________________________*/
                                    Signature Guaranteed:


                                                 ____________________________*/


_________________

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




                                       A-8

<PAGE>




                            DISTRIBUTION INSTRUCTIONS


         The assignee should include the following for the information of the
Certificate Paying Agent:

     Distribution shall be made by wire transfer in immediately available funds
to ______________________________________________
_________________________________________________________________ for the
account of ________________________________________, account number
______________, or, if mailed by check, to ______________.

         Applicable statements should be mailed to__________________.


                                            ______________________________
                                            Signature of assignee or agent
                                            (for authorization of wire
                                             transfer only)


                                       A-9

<PAGE>



                                    EXHIBIT B
                          TO THE OWNER TRUST AGREEMENT










                              CERTIFICATE OF TRUST

                                       OF

                           ______ Trust Series ____-__



         THE UNDERSIGNED, ______________________, as owner trustee (the
"Trustee"), for the purpose of forming a business trust does hereby certify as
follows:

         1. The name of the business trust is:

                                            ______ Trust Series ____-__

         2. The name and business address of the Trustee of the business trust
in the State of Delaware is ______________________, _________________,
__________, Delaware _____.

         3. The business trust reserves the right to amend, alter, change, or
repeal any provision contained in this Certificate of Trust in the manner now or
hereafter prescribed by law.

         4.       This Certificate of Trust shall be effective upon filing.

         THE UNDERSIGNED, being the Trustee hereinbefore named, for the purpose
of forming a business trust pursuant to the provisions of the Delaware Business
Trust Act, does make this certificate of trust, hereby declaring and further
certifying that this is its act and deed and that to the best of the
undersigned's knowledge and belief the facts herein stated are true.

                                   [NAME OF OWNER TRUSTEE],

                                      not in its individual capacity but solely
                                      as owner trustee under a Owner Trust
                                      Agreement dated as of
                                      ___________________


                                      By: ____________________________
                                      Name:
                                      Title:



                                       B-1

<PAGE>



                                    EXHIBIT C

                  [FORM OF RULE 144A INVESTMENT REPRESENTATION]


                       Description of Rule 144A Securities, including
numbers:
                           _______________________________________________
                           _______________________________________________
                           _______________________________________________
                           _______________________________________________


                  The undersigned seller, as registered holder (the "Seller"),
intends to transfer the Rule 144A Securities described above to the undersigned
buyer (the "Buyer").

                  1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.

                  2. The Buyer warrants and represents to, and covenants with,
the Owner Trustee and the Depositor (as defined in the Owner Trust Agreement
(the "Agreement"), dated as of __________________ between Cendant Mortgage
Capital LLC, as Depositor and [Name of Owner Trustee], as Owner Trustee pursuant
to Section 3.05 of the Agreement and [Name of Indenture Trustee] as indenture
trustee, as follows:

                           a. The Buyer understands that the Rule 144A
         Securities have not been registered under the 1933 Act or the
         securities laws of any state.

                           b. The Buyer considers itself a substantial,
         sophisticated institutional investor having such knowledge and
         experience in financial and business matters that it is capable of
         evaluating the merits and risks of investment in the Rule 144A
         Securities.

                           c. The Buyer has been furnished with all information
         regarding the Rule 144A Securities that it has requested from the
         Seller, the Indenture Trustee, the Owner Trustee or the Servicer.


                                       C-1

<PAGE>



                           d. Neither the Buyer nor anyone acting on its behalf
         has offered, transferred, pledged, sold or otherwise disposed of the
         Rule 144A Securities, any interest in the Rule 144A Securities or any
         other similar security to, or solicited any offer to buy or accept a
         transfer, pledge or other disposition of the Rule 144A Securities, any
         interest in the Rule 144A Securities or any other similar security
         from, or otherwise approached or negotiated with respect to the Rule
         144A Securities, any interest in the Rule 144A Securities or any other
         similar security with, any person in any manner, or made any general
         solicitation by means of general advertising or in any other manner, or
         taken any other action, that would constitute a distribution of the
         Rule 144A Securities under the 1933 Act or that would render the
         disposition of the Rule 144A Securities a violation of Section 5 of the
         1933 Act or require registration pursuant thereto, nor will it act, nor
         has it authorized or will it authorize any person to act, in such
         manner with respect to the Rule 144A Securities.

                           e. The Buyer is a "qualified institutional buyer" as
         that term is defined in Rule 144A under the 1933 Act and has completed
         either of the forms of certification to that effect attached hereto as
         Annex 1 or Annex 2. The Buyer is aware that the sale to it is being
         made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A
         Securities for its own account or the accounts of other qualified
         institutional buyers, understands that such Rule 144A Securities may be
         resold, pledged or transferred only (i) to a person reasonably believed
         to be a qualified institutional buyer that purchases for its own
         account or for the account of a qualified institutional buyer to whom
         notice is given that the resale, pledge or transfer is being made in
         reliance on Rule 144A, or (ii) pursuant to another exemption from
         registration under the 1933 Act.

                  3.  The Buyer represents that:

         (i)      either (a) or (b) is satisfied, as marked below:

                           ____   a.       The Buyer is not any
         employee benefit plan subject to the Employee Retirement Income
         Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
         Internal Revenue Code of 1986, as amended (the "Code"), a Person
         acting, directly or indirectly, on behalf of any such plan or any
         Person acquiring such Certificates with "plan assets" of a Plan within
         the meaning of the Department of Labor regulation promulgated at 29
         C.F.R.ss.2510.3-101; or

                           ____ b. The Buyer will provide the Depositor, the
         Owner Trustee, the Certificate Registrar and the Servicer with an
         opinion of counsel, satisfactory to the Depositor, the Owner Trustee,
         the Certificate Registrar and the Servicer, to the effect that the
         purchase and holding of the Certificate by or on behalf of the Buyer is
         permissible under applicable law, will not constitute or result in a
         prohibited transaction under Section 406 of ERISA or Section 4975 of
         the Code (or comparable provisions of any subsequent enactments) and
         will not subject the Depositor, the Owner Trustee, the Certificate
         Registrar or the Servicer to any obligation or liability (including
         liabilities under ERISA or Section 4975 of the Code) in addition to
         those undertaken in the Owner Trust Agreement, which opinion of counsel
         shall not be an expense of the Depositor, the Owner Trustee, the
         Certificate Registrar or the Servicer; and


                                       C-2

<PAGE>



         (ii) the Buyer is familiar with the prohibited transaction restrictions
         and fiduciary responsibility requirements of Sections 406 and 407 of
         ERISA and Section 4975 of the Code and understands that each of the
         parties to which this certification is made is relying and will
         continue to rely on the statements made in this paragraph 3.

                  4. This document may be executed in one or more counterparts
and by the different parties hereto on separate counterparts, each of which,
when so executed, shall be deemed to be an original; such counterparts,
together, shall constitute one and the same document.

                  IN WITNESS WHEREOF, each of the parties has executed this
document as of the date set forth below.

____________________________________         ___________________________________
Print Name of Seller                         Print Name of Buyer

By: ____________________________             By: ____________________________
     Name:                                   Name:
     Title:                                  Title:

Taxpayer Identification:                     Taxpayer Identification:

No. ____________________________             No. ____________________________

Date: __________________________             Date: __________________________


                                       C-3

<PAGE>



                              ANNEX 1 TO EXHIBIT C


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

             [For Buyers Other Than Registered Investment Companies]

         The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:

             1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.

             2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a discretionary basis $______________________1 in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.

     ___     Corporation, etc. The Buyer is a corporation (other than a bank,
             savings and loan association or similar institution), Massachusetts
             or similar business trust, partnership, or charitable organization
             described in Section 501(c)(3) of the Internal Revenue Code.

     ___     Bank. The Buyer (a) is a national bank or banking institution
             organized under the laws of any State, territory or the District of
             Columbia, the business of which is substantially confined to
             banking and is supervised by the State or territorial banking
             commission or similar official or is a foreign bank or equivalent
             institution, and (b) has an audited net worth of at least
             $25,000,000 as demonstrated in its latest annual financial
             statements, a copy of which is attached hereto.

     ___     QIB.  An entity, all of the equity owners of which are "qualified
             institutional buyers."
--------
1 Buyer must own and/or invest on a discretionary basis at least $100,000,000 in
securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
invest on a discretionary basis at least $10,000,000 in securities.



                                       C-4

<PAGE>



     ___     Savings and Loan. The Buyer (a) is a savings and loan association,
             building and loan association, cooperative bank, homestead
             association or similar institution, which is supervised and
             examined by a State or Federal authority having supervision over
             any such institutions or is a foreign savings and loan association
             or equivalent institution and (b) has an audited net worth of at
             least $25,000,000 as demonstrated in its latest annual financial
             statements.

     ___     Broker-Dealer.  The Buyer is a dealer registered pursuant to
             Section 15 of the Securities Exchange Act of 1934.

     ___     Insurance Company. The Buyer is an insurance company whose primary
             and predominant business activity is the writing of insurance or
             the reinsuring of risks underwritten by insurance companies and
             which is subject to supervision by the insurance commissioner or a
             similar official or agency of a State or territory or the District
             of Columbia.

     ___     State or Local Plan.  The Buyer is a plan established and
             maintained by a State, its political subdivisions, or any agency
             or instrumentality of the State or its political subdivisions,
             for the benefit of its employees.

     ___     ERISA Plan. The Buyer is an employee benefit plan within the
             meaning of Title I of the Employee Retirement Income Security Act
             of 1974.

     ___     Investment Adviser.  The Buyer is an investment adviser registered
             under the Investment Advisers Act of 1940.

     ___     SBIC.  The Buyer is a Small Business Investment Company licensed by
             the U.S. Small Business Administration under Section 301(c) or
             (d) of the Small Business Investment Act of 1958.

     ___     Business Development Company.  The Buyer is a business development
             company as defined in Section 202(a)(22) of the Investment
             Advisers Act of 1940.

     ___     Trust Fund. The Buyer is a trust fund whose trustee is a bank or
             trust company and whose participants are exclusively (a) plans
             established and maintained by a State, its political subdivisions,
             or any agency or instrumentality of the State or its political
             subdivisions, for the benefit of its employees, or (b) employee
             benefit plans within the meaning of Title I of the Employee
             Retirement Income Security Act of 1974, but is not a trust fund
             that includes as participants individual retirement accounts or
             H.R. 10 plans.

             3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.



                                       C-5

<PAGE>



             4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.

             5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Rule 144A
Securities are relying and will continue to rely on the statements made herein
because one or more sales to the Buyer may be in reliance on Rule 144A.

  ___         ___          Will the Buyer be purchasing the Rule 144A
  Yes         No  Securities only for the Buyer's own account?

             6. If the answer to the foregoing question is "no", the Buyer
agrees that, in connection with any purchase of securities sold to the Buyer for
the account of a third party (including any separate account) in reliance on
Rule 144A, the Buyer will only purchase for the account of a third party that at
the time is a "qualified institutional buyer" within the meaning of Rule 144A.
In addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.

             7. The Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification as of the date of such
purchase.

                                            ____________________________
                                            Print Name of Buyer

                                            By:____________________________
                                                     Name:
                                                     Title:
                                            Date:____________________________


                                       C-6

<PAGE>



                              ANNEX 2 TO EXHIBIT C


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

              [For Buyers That Are Registered Investment Companies]


                  The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:

                   1. As indicated below, the undersigned is the President,
Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer
is a "qualified institutional buyer" as that term is defined in Rule 144A under
the Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.

                  2. In connection with purchases by Buyer, the Buyer is a
"qualified institutional buyer" as defined in SEC Rule 144A because (i) the
Buyer is an investment company registered under the Investment Company Act of
1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used.

____ The Buyer owned $___________________ in securities (other than the excluded
     securities referred to below) as of the end of the Buyer's most recent
     fiscal year (such amount being calculated in accordance with Rule 144A).

____ The Buyer is part of a Family of Investment Companies which owned in the
     aggregate $______________ in securities (other than the excluded securities
     referred to below) as of the end of the Buyer's most recent fiscal year
     (such amount being calculated in accordance with Rule 144A).

                  3. The term "Family of Investment Companies" as used herein
means two or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).

                  4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.

                  5.       The Buyer is familiar with Rule 144A and understands
that each of the parties to which this certification is made are relying and
will continue to rely on the statements made herein


                                       C-7

<PAGE>



because one or more sales to the Buyer will be in reliance on Rule 144A. In
addition, the Buyer will only purchase for the Buyer's own account.

                  6. The undersigned will notify each of the parties to which
this certification is made of any changes in the information and conclusions
herein. Until such notice, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.


                                        ____________________________
                                        Print Name of Buyer


                                        By: ________________________
                                        Name:_______________________
                                        Title:______________________

                                        IF AN ADVISER:

                                        ____________________________
                                        Print Name of Buyer


                                        Date:_______________________


                                       C-8

<PAGE>



                                    EXHIBIT D

                     FORM OF INVESTOR REPRESENTATION LETTER


                               _________ , 20 ___


Cendant Mortgage Capital LLC
3000 Leadenhall Road
Mt. Laurel, New Jersey 08054

[Certificate Registrar]

Attention:  Corporate Trust Administration

                  Re:      _______ Trust Series _____-__
                           Series ____-__
                           -----------------------------

Ladies and Gentlemen:

                  (the "Purchaser") intends to purchase from (the "Seller")
____% Certificate Percentage Interest of the ______ Trust Series ____-__ (the
"Certificates"), issued pursuant to the Owner Trust Agreement (the "Owner Trust
Agreement"), dated as of [Name of Owner Trustee] between Cendant Mortgage
Capital LLC (The "Depositor") and [Name of Owner Trustee], as owner trustee (the
"Owner Trustee"), as acknowledged and agreed by [Name of Certificate Registrar]
as Certificate Registrar. All terms used herein and not otherwise defined shall
have the meanings set forth in the Owner Trust Agreement. The Purchaser hereby
certifies, represents and warrants to, and covenants with, the Company and the
Certificate Registrar that:

                           1. The Purchaser understands that (a) the
                  Certificates have not been and will not be registered or
                  qualified under the Securities Act of 1933, as amended (the
                  "Act") or any state securities law, (b) the Company is not
                  required to so register or qualify the Certificates, (c) the
                  Certificates may be resold only if registered and qualified
                  pursuant to the provisions of the Act or any state securities
                  law, or if an exemption from such registration and
                  qualification is available, (d) the Owner Trust Agreement
                  contains restrictions regarding the transfer of the
                  Certificates and (e) the Certificates will bear a legend to
                  the foregoing effect.

                           2. The Purchaser is acquiring the Certificates for
                  its own account for investment only and not with a view to or
                  for sale in connection with any distribution thereof in any
                  manner that would violate the Act or any applicable state
                  securities laws.

                           3. The Purchaser is (a) a substantial, sophisticated
                  institutional investor having such knowledge and experience
                  in financial and business matters, and, in


                                       D-1

<PAGE>



                  particular, in such matters related to securities similar to
                  the Certificates, such that it is capable of evaluating the
                  merits and risks of investment in the Certificates, (b) able
                  to bear the economic risks of such an investment and (c) an
                  "accredited investor" within the meaning of Rule 501(a)
                  promulgated pursuant to the Act.

                           4. The Purchaser has been furnished with, and has had
                  an opportunity to review (a) a copy of the Owner Trust
                  Agreement and (b) such other information concerning the
                  Certificates, the Loans and the Company as has been requested
                  by the Purchaser from the Company or the Seller and is
                  relevant to the Purchaser's decision to purchase the
                  Certificates. The Purchaser has had any questions arising from
                  such review answered by the Company or the Seller to the
                  satisfaction of the Purchaser.

                           5. The Purchaser has not and will not nor has it
                  authorized or will it authorize any person to (a) offer,
                  pledge, sell, dispose of or otherwise transfer any
                  Certificate, any interest in any Certificate or any other
                  similar security to any person in any manner, (b) solicit any
                  offer to buy or to accept a pledge, disposition of other
                  transfer of any Certificate, any interest in any Certificate
                  or any other similar security from any person in any manner,
                  (c) otherwise approach or negotiate with respect to any
                  Certificate, any interest in any Certificate or any other
                  similar security with any person in any manner, (d) make any
                  general solicitation by means of general advertising or in any
                  other manner or (e) take any other action, that (as to any of
                  (a) through (e) above) would constitute a distribution of any
                  Certificate under the Act, that would render the disposition
                  of any Certificate a violation of Section 5 of the Act or any
                  state securities law, or that would require registration or
                  qualification pursuant thereto. The Purchaser will not sell or
                  otherwise transfer any of the Certificates, except in
                  compliance with the provisions of the Owner Trust Agreement.

                           6.  The Purchaser represents:

         (i) that either (a) or (b) is satisfied, as marked below:

                           ____     a.      The Purchaser is not any employee
         benefit plan subject to the Employee Retirement Income Security Act of
         1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue
         Code of 1986, as amended (the "Code"), a Person acting, directly or
         indirectly, on behalf of any such plan or any Person acquiring such
         Certificates with "plan assets" of a Plan within the meaning of the
         Department of Labor regulation promulgated at 29 C.F.R.ss.2510.3-101;
         or

                           ____ b. The Purchaser will provide the Depositor, the
         Owner Trustee, the Certificate Registrar and the Servicer with an
         opinion of counsel, satisfactory to the Depositor, the Owner Trustee,
         the Certificate Registrar and the Servicer, to the effect that the
         purchase and holding of the Certificate by or on behalf of the
         Purchaser is permissible under applicable law, will not constitute or
         result in a prohibited transaction under Section 406 of ERISA or
         Section 4975 of the Code (or comparable provisions of any subsequent
         enactments) and will not subject the Depositor, the Owner Trustee, the
         Certificate Registrar or the Servicer to any obligation or liability
         (including liabilities under ERISA or Section


                                       D-2

<PAGE>



         4975 of the Code) in addition to those undertaken in the Owner Trust
         Agreement, which opinion of counsel shall not be an expense of the
         Depositor, the Owner Trustee, the Certificate Registrar or the
         Servicer; and

         (ii) the Purchaser is familiar with the prohibited transaction
         restrictions and fiduciary responsibility requirements of Sections 406
         and 407 of ERISA and Section 4975 of the Code and understands that each
         of the parties to which this certification is made is relying and will
         continue to rely on the statements made in this paragraph 6.

                           7.  The Purchaser is not a non-United States person.

                                              Very truly yours,

                                              ____________________________


                                              By: ________________________
                                              Name:_______________________
                                              Title:______________________


                                       D-3

<PAGE>



                                    EXHIBIT E

                    FORM OF TRANSFEROR REPRESENTATION LETTER




                               _________, 20 ____


Cendant Mortgage Capital LLC
3000 Leadenhall Road
Mt. Laurel, New Jersey 08054

[Certificate Registrar]

Attention:  Corporate Trust Administration


                  Re:      _______ Trust Series ____-__
                           Series ____-__
                           -----------------------------

Ladies and Gentlemen:

                  (the "Purchaser") intends to purchase from (the "Seller")
____% Certificate Percentage Interest of the _______ Trust Series ____-__ (the
"Certificates"), issued pursuant to the Owner Trust Agreement (the "Owner Trust
Agreement"), dated as of ________________ between Cendant Mortgage Capital LLC
(the "Depositor") and [Name of Owner Trustee] as owner trustee (the "Owner
Trustee"), as acknowledged and agreed by [Name of Certificate Registrar] as
Certificate Registrar. All terms used herein and not otherwise defined shall
have the meanings set forth in the Owner Trust Agreement. The Seller hereby
certifies, represents and warrants to, and covenants with, the Company and the
Certificate Registrar that:

                  Neither the Seller nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, or (e) has taken any other action, that (as to any of (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933 (the "Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The Seller
will not act, in any manner set forth in the foregoing sentence with respect to
any Certificate. The Seller has not and will not


                                       E-1

<PAGE>



sell or otherwise transfer any of the Certificates, except in compliance with
the provisions of the Owner Trust Agreement.

                                             Very truly yours,

                                             ____________________________
                                             (Seller)



                                             By:  _______________________
                                             Name:_______________________
                                             Title:______________________




                                       E-2

<PAGE>



                                    EXHIBIT F

                       FORM OF ERISA REPRESENTATION LETTER


                               _____________, 20__

Cendant Mortgage Capital LLC
3000 Leadenhall Road
Mt. Laurel, New Jersey 08054

[Owner Trustee]

[Servicer]

[Certificate Registrar]

                  Re:      Cendant Mortgage Capital LLC
                           Asset-Backed Certificates, Series ____-__
                           -----------------------------------------

Dear Sirs:

                  __________________________________ (the "Transferee") intends
to acquire from _____________________ (the "Transferor") $____________ Initial
Certificate Principal Balance of ______ Trust, Asset-Backed Certificates, Series
____-__ (the "Certificates"), issued pursuant to a Owner Trust Agreement (the
"Owner Trust Agreement") dated ________________ among Cendant Mortgage Capital
LLC as depositor (the "Depositor") and [Name of Owner Trustee] as trustee (the
"Owner Trustee"). Capitalized terms used herein and not otherwise defined shall
have the meanings assigned thereto in the Owner Trust Agreement.

                  The Transferee hereby certifies, represents and warrants to,
and covenants with, the Depositor, the Owner Trustee, the Certificate Registrar
and the Servicer that the Certificates (i) are not being acquired by, and will
not be transferred to, any employee benefit plan within the meaning of section
3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or other retirement arrangement, including individual retirement
accounts and annuities, Keogh plans and bank collective investment funds and
insurance company general or separate accounts in which such plans, accounts or
arrangements are invested, that is subject to Section 406 of ERISA or Section
4975 of the Internal Revenue Code of 1986 (the "Code") (any of the foregoing, a
"Plan"), (ii) are not being acquired with "plan assets" of a Plan within the
meaning of the Department of Labor ("DOL") regulation, 29 C.F.R. ss. 2510.3-101,
and (iii) will not be transferred to any entity that is deemed to be investing
in plan assets within the meaning of the DOL regulation, 29 C.F.R. ss.
2510.3-101; and



                                       F-1

<PAGE>


         (2) The Transferee is familiar with the prohibited transaction
restrictions and fiduciary responsibility requirements of Sections 406 and 407
of ERISA and Section 4975 of the Code and understands that each of the parties
to which this certification is made is relying and will continue to rely on the
statements made herein.

                                      Very truly yours,

                                      ____________________________

                                      By:_________________________
                                      Name:
                                      Title:



                                       F-2