EXHIBIT 4.3


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                       GE-WMC MORTGAGE SECURITIES, L.L.C.
                                  as Depositor


                                       and


                             [NAME OF OWNER TRUSTEE]
                                as Owner Trustee
                    _________________________________________

                              OWNER TRUST AGREEMENT

                          Dated as of ________________
                   __________________________________________


                            Asset-Backed Certificate,
                                 Series ____-__


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<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                    ARTICLE I

                                   Definitions
<S>                <C>
Section 1.01       Definitions
Section 1.02       Other Definitional Provisions

                                   ARTICLE II

                                  Organization
Section 2.01       Name
Section 2.02       Office
Section 2.03       Purposes and Powers
Section 2.04       Appointment of Owner Trustee
Section 2.05       Initial Capital Contribution of Owner Trust Estate
Section 2.06       Declaration of Trust
Section 2.07       Title to Trust Property
Section 2.08       Situs of Trust
Section 2.09       Representations and Warranties of the Depositor

                                   ARTICLE III

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

                                   ARTICLE IV

                      Authority and Duties of Owner Trustee
Section 4.01       General Authority
Section 4.02       General Duties
Section 4.03       Action upon Instruction
Section 4.04       No Duties Except as Specified under Specified Documents or in Instructions
Section 4.05       Restrictions
Section 4.06       Prior Notice to Certificateholders with Respect to Certain Matters
Section 4.07       Action by Certificateholders with Respect to Certain Matters
Section 4.08       Action by Certificateholders with Respect to Bankruptcy
Section 4.09       Restrictions on Certificateholders' Power
Section 4.10       Doing Business in Other Jurisdictions

                                    ARTICLE V

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

                                   ARTICLE VI

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

                                   ARTICLE VII

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

                                  ARTICLE VIII

                      Termination of Owner Trust Agreement
Section 8.01       Termination of Owner Trust Agreement

                                   ARTICLE IX

             Successor Owner Trustees and Additional Owner Trustees
Section 9.01       Eligibility Requirements for Owner Trustee
Section 9.02       Replacement of Owner Trustee
Section 9.03       Successor Owner Trustee
Section 9.04       Merger or Consolidation of Owner Trustee
Section 9.05       Appointment of Co-Trustee or Separate Trustee

                                    ARTICLE X

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


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


<PAGE>

         This Owner Trust Agreement, dated as of _________________ (as amended
from time to time, this "Owner Trust Agreement"), between GE-WMC MORTGAGE
SECURITIES, L.L.C., as depositor (the "Depositor") and [NAME OF OWNER TRUSTEE],
a national banking association, as owner trustee (the "Owner Trustee"),

                                WITNESSETH THAT:

         WHEREAS, the Depositor desires to form a trust to (i) accept from the
Depositor the Loans, and hold the Trust Estate for the benefit of the holders of
the Certificates, (ii) issue pursuant to the Indenture the non-recourse _______
(the "NOTES"), secured by, among other things, a lien on the Loans, (iii) issue
certificates evidencing the entire beneficial ownership interest in the Trust
(the "OWNER TRUST CERTIFICATES"), (iv) consummate certain transactions
contemplated by and perform the obligations set forth in the Basic Documents (as
defined in this Owner Trust Agreement), and (v) engage in certain activities
incidental to the foregoing; and

         WHEREAS, _______, is willing to act as owner trustee under this Owner
Trust Agreement and to accept the Trust created hereby;

         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.

         (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.



<PAGE>


                                   ARTICLE II

                                  ORGANIZATION

         Section 2.01 NAME. The trust shall be known as "GE-WMC Owner 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 Certificateholders
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 Owner
Trust Certificate (hereinafter referred to as the "Certificate" or
"Certificates") pursuant to this Owner Trust Agreement and to sell the Notes and
the Certificates;

                  (ii) to assign, grant, transfer, pledge and convey the Loans
pursuant to the Indenture and to hold, manage and distribute to the
Certificateholders 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 Certificateholders
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
and the Basic Documents while any Note is outstanding without the consent of the
Certificateholders 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.

         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 Certificateholders,
subject to the obligations of the Trust under the Basic Documents. It is the
intention of the parties hereto that the Trust constitute a statutory trust
under the Statutory Trust Statute and that this Owner Trust Agreement constitute
the governing instrument of such statutory trust. It is the intention of the
parties hereto that, solely for federal, state and local income and franchise
tax purposes, the 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 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 Statutory 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 in the State of
Delaware. All bank accounts maintained by the Owner Trustee on behalf of the
Trust shall be located in the State of Delaware, ____ or the jurisdiction where
the Indenture Trustee maintains bank accounts with respect to the Indenture. The
only office of the Trust will be as described in Section 2.02 hereof. The Trust
shall not have any employees; PROVIDED, HOWEVER, that nothing herein shall
restrict or prohibit the Owner Trustee from having employees within or without
the State of Delaware. Payments will be received by the Trust only in Delaware,
____, the jurisdiction in which the Indenture Trustee maintains the Certificate
Distribution Account or such other jurisdiction designed by the Depositor, and
payments will be made by the Trust only from Delaware, ____, the jurisdiction in
which the Indenture Trustee maintains the Certificate Distribution Account or
such other jurisdiction designated by the Depositor.

         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.

                  (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.


<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 Certificates,
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, 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 Certificates, and
thereafter except as otherwise permitted hereunder, the Depositor shall be the
sole beneficial owner.

         Section 3.03 THE CERTIFICATES. The Certificates shall be issued in the
form of one or more Certificates, each representing not less than a 10%
Certificate Percentage Interest. At initial issuance, a 100% Certificate
Percentage Interest in the Certificates shall be issued to and registered in the
name of _______. The Certificates 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. Certificates bearing the
manual or facsimile signatures of individuals who were, at the time when such
signatures shall have been affixed, authorized to sign on behalf of the Trust,
shall be 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 such
Certificates or did not hold such offices at the date of authentication and
delivery of such Certificates. A Person shall become a Certificateholder and
shall be entitled to the rights and subject to the obligations of a
Certificateholder hereunder upon such Person's acceptance of a Certificate duly
registered in such Person's name, pursuant to Section 3.05.

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

         Section 3.04 AUTHENTICATION OF CERTIFICATES. The Owner Trustee shall
cause all Certificates issued hereunder to be executed and authenticated on
behalf of the Trust, authenticated and delivered to or upon the written order of
the Depositor, signed by its chairman of the board, its president or any vice
president, without further corporate action by the Depositor, in authorized
denominations. No Certificate shall entitle its holder to any benefit under this
Owner Trust Agreement or be valid for any purpose unless there shall appear on
such Certificate a certificate of authentication substantially in the form set
forth in Exhibit A, executed by the Owner Trustee or the Certificate Registrar
by manual signature; such authentication shall constitute conclusive evidence
that such Certificate shall have been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.

         Section 3.05 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 Certificates and
of transfers and exchanges of the Certificates 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 a 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, a 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 a
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 Trust and (2) will not adversely
affect the interests of any 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 Certificates
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 a 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 the Securities Act and any
applicable state securities 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 the Securities Act and any applicable
state securities laws or is being made pursuant to the Securities Act and any
applicable state securities 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 a 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, 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 Owner Trust 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/Originator] 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 a 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 a Certificate (other than the initial transfer by the Depositor to [Name of
Seller/Originator]) 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 a 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.

         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 a
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 information was derived.

         Section 3.09 MAINTENANCE OF OFFICE OR AGENCY. The Owner Trustee on
behalf of the Trust, shall maintain in the [City of ____] an office or offices
or agency or agencies where a 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 Certificates 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 Certificateholders 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 Certificateholders from the Certificate
Distribution Account on behalf of the Trust in accordance with the provisions of
the Certificates 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 Certificates 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 Certificates if at any time it ceases to meet the
standards under this Section 3.10 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 Certificates of any
applicable withholding taxes imposed 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 that 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
applicable. Any reference in this Owner Trust 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 Certificates from moneys on deposit in the
Certificate Distribution Account.



<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 Owner Trust 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 Holders of the Certificates, the Owner Trustee
shall not be liable on account of such action to any Person. If the Owner
Trustee shall not have received appropriate instruction within 10 days of such
notice (or within such shorter period of time as reasonably may be specified in
such notice or may be necessary under the circumstances) it may, but shall be
under no duty to, take or refrain from taking such action not inconsistent with
this 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) Notwithstanding anything to the contrary
herein, 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 knowledge 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 CERTIFICATEHOLDERS 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 Certificateholders of the proposed action
and the Holders of the Certificates 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;

         (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 Statutory
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 CERTIFICATEHOLDERS WITH RESPECT TO CERTAIN
MATTERS. The Owner Trustee shall not have the power, except upon the direction
of the Certificateholders, 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 Certificateholders.

         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
Certificateholders 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, [Name of Owner Trustee] shall not 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 of the transactions by
[Name of Owner Trustee] contemplated hereby.

         Section 4.11 MAJORITY CONTROL. Except as expressly provided herein, any
action that may be taken by the Certificateholders under this Owner Trust
Agreement may be taken by the Holders of Certificates evidencing not less than a
majority Certificate Percentage Interest of the Certificates. Except as
expressly provided herein, any written notice of the Certificateholders
delivered pursuant to this Owner Trust Agreement shall be effective if signed by
Holders of Certificates evidencing not less than a majority Percentage Interest
of the Certificates at the time of the delivery of such notice.


<PAGE>


                                   ARTICLE V

                           APPLICATION OF TRUST FUNDS

         Section 5.01 DISTRIBUTIONS. (a) On each Payment Date, the Certificate
Paying Agent shall distribute to the Certificateholders 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 Certificateholders, such tax shall
reduce the amount otherwise distributable to the Certificateholders 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 Certificateholders 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 a
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 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 Certificateholders on any Payment Date as
provided in Section 5.01 shall be made to each Certificateholder of record on
the preceding Record Date by wire transfer, in immediately available funds, to
the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
to the Certificate Registrar appropriate written instructions at least five
Business Days prior to such Payment Date or, if not, by check mailed to such
Certificateholder at the address of such Certificateholder appearing in the
Certificate Register.

         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 Certificateholders the statement
or statements provided to the Owner 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. Each Certificateholder agrees by its
purchase of a 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.


<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.
Each of the Owner Trustee and the Certificate Paying Agent also agrees to
disburse all moneys actually received by it constituting part of the Owner Trust
Estate in accordance with 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 Certificateholders,
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 related Loan
Purchase Agreement, the Originator under the related Loan Purchase Agreement,
the Servicer under the Servicing Agreement or the Seller or the Administrator
under the Administration Agreement; and

         (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 Certificateholders 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 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 if such Persons have been
selected by the Owner Trustee with reasonable care.

         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 Certificates (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 Certificates (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 Certificateholders under this Owner Trust Agreement or the
Noteholders under the Indenture, 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.


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


<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 any
Certificateholder shall not (x) operate to terminate this Owner Trust Agreement
or the Trust or (y) entitle such Certificateholder's legal representatives or
heirs to claim an accounting or to take any action or proceeding in any court
for a partition or winding up of all or any part of the Trust or the Owner Trust
Estate or (z) otherwise affect the rights, obligations and liabilities of the
parties hereto.

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

         (c) Notice of any dissolution of the Trust, specifying the Payment Date
upon which the Certificateholders shall surrender their Certificates 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
Certificateholders 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 Certificates shall be made upon
presentation and surrender of the Certificates 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
Certificates 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 Certificateholders amounts distributable on
such Payment Date pursuant to Section 5.01.

         In the event that a 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 such 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, a 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 _____.

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


<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 Statutory 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 shall 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 predecessor 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 promptly 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 promptly following the consummation
thereof.

         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.

         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.


<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
Certificateholder, 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 Certificateholder shall be
obtained.

         (d) If the purpose of the amendment is to add or eliminate or change
any provision of this 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 significantly change the permitted activities
of the Issuer or adversely affect in any material respect the interests of the
Certificateholders and the Noteholders 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 Holders of the Certificates 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
Certificates without the consent of the Certificateholders.

         (e) If the purpose of the amendment is to provide for the holding of
the Certificates in book-entry form, it shall require the consent of the
Holders; 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.

         (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 Certificateholders, 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.

         Notwithstanding any of the other provisions of this Section 10.01, the
parties hereto shall not enter into any amendment that would significantly
change the permitted activities of the Issuer without the consent of the Holders
of Certificates that represent more than 50% of the Certificate Percentage
Interests.

         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 GE-WMC Mortgage Securities, L.L.C.,
___________________________________; 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.

         (b) Any notice required or permitted to be given to the
Certificateholders shall be given by first-class mail, postage prepaid, at the
address of such Certificateholders 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 Certificateholders and their successors and permitted assigns, all as herein
provided. Any request, notice, direction, consent, waiver or other instrument or
action by the Certificateholders shall bind the successors and assigns of the
Certificateholders.

         Section 10.08 NO PETITION. The Owner Trustee, by entering into this
Owner Trust Agreement and each Certificateholder, by accepting a Certificate,
each hereby covenants and agrees that they will not, prior to the day that is
one year and one day after the date this Owner Trust 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. Each Certificateholder by accepting a
Certificate acknowledges that its 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 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.


<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.

                                         GE-WMC MORTGAGE SECURITIES,
                                         L.L.C., as Depositor


                                         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:


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


<PAGE>


Certificate No. ___
Cut-off Date:                           Assumed Final Payment Date:
_____________ 1, _____                  ________________
First Payment Date:                     Certificate Percentage Interest this
_____________ 25, _____                 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 GE-WMC MORTGAGE SECURITIES, L.L.C.
(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 Certificateholder 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 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 "Certificates"). All terms used in this
Certificate which are defined in the Agreement shall have the meanings assigned
to them in the Agreement.

         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 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 10%
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.


<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


<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.


<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)


<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 statutory trust does hereby certify as
follows:

         1. The name of the statutory trust is:

                           ______ TRUST SERIES ____-__

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

         3. The statutory 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 statutory trust pursuant to the provisions of the Delaware
Statutory 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:


<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 GE-WMC Mortgage Securities,
L.L.C., 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.

         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

         (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 Seller
By:_________________________________   By:_____________________________________
Name:                                  Name:
Title:                                 Title:
Taxpayer Identification:               Taxpayer Identification:

No._________________________________   No._____________________________________

Date:_______________________________   Date: __________________________________


<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."

___      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.

         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:______________________________


<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 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:_______________________________


<PAGE>


                                    EXHIBIT D

                     FORM OF INVESTOR REPRESENTATION LETTER

                            _________________, 20___

GE-WMC Mortgage Securities, L.L.C.
[______________]

[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 GE-WMC
Mortgage Securities, L.L.C. (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 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 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:


<PAGE>


                                    EXHIBIT E

                    FORM OF TRANSFEROR REPRESENTATION LETTER

                            _________________, 20___

GE-WMC Mortgage Securities, L.L.C.
 [_______________]

[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 GE-WMC Mortgage Securities, L.L.C. (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 sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Owner Trust Agreement.


<PAGE>


                                         Very truly yours,

                                         ____________________________________
                                         (Seller)


                                         By:_________________________________
                                         Name:
                                         Title:


<PAGE>


                                    EXHIBIT F

                       FORM OF ERISA REPRESENTATION LETTER

                            _________________, 20___

GE-WMC Mortgage Securities, L.L.C.
[__________________]

[Owner Trustee]

[Servicer]

[Certificate Registrar]

         Re:      GE-WMC Mortgage Securities, L.L.C.
                  Asset-Backed Certificate, 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 ________________ between GE-WMC Mortgage
Securities, L.L.C. 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

         (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.


<PAGE>


                                         Very truly yours,

                                         ____________________________________


                                         By: ________________________________
                                         Name:
                                         Title:








(1) Buyer must own and/or invest on a discretionary basis at least $100,000,000
in securities unless 1 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.