[Exhibit 4.4]



                           GE-WMC TRUST SERIES ____-__

                                     ISSUER

                                       AND

                           [NAME OF INDENTURE TRUSTEE]

                                INDENTURE TRUSTEE



                   ------------------------------------------

                                    INDENTURE

                          DATED AS OF ________________

                   ------------------------------------------


                               ASSET-BACKED NOTES

                                  -------------


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                                                TABLE OF CONTENTS


SECTION

                                                    ARTICLE I

                                                   Definitions

<S>                <C>
Section 1.01       Definitions.................................................................................
Section 1.02       Incorporation by Reference of Trust Indenture Act...........................................
Section 1.03       Rules of Construction.......................................................................

                                                   ARTICLE II

                                           Original Issuance Of Notes

Section 2.01       Form........................................................................................
Section 2.02       Execution, Authentication and Delivery......................................................

                                                   ARTICLE III

                                                    Covenants

Section 3.01       Collection of Payments with Respect to Loans................................................
Section 3.02       Maintenance of Office or Agency.............................................................
Section 3.03       Money for Payments To Be Held in Trust; Paying Agent........................................
Section 3.04       Existence...................................................................................
Section 3.05       Payment of Principal and Interest; Defaulted Interest.......................................
Section 3.06       Protection of Trust Estate..................................................................
Section 3.07       Opinions as to Trust Estate.................................................................
Section 3.08       Performance of Obligations; Servicing Agreement.............................................
Section 3.09       Negative Covenants..........................................................................
Section 3.10       Annual Statement as to Compliance...........................................................
Section 3.11       Representations and Warranties Concerning the Loans.........................................
Section 3.12       Assignee of Record of the Loans.............................................................
Section 3.13       Investment Company Act......................................................................
Section 3.14       Servicer as Agent and Bailee of the Indenture Trustee.......................................
Section 3.15       Issuer May Consolidate, etc.................................................................
Section 3.16       Successor or Transferee.....................................................................
Section 3.17       No Other Business...........................................................................
Section 3.18       No Borrowing................................................................................
Section 3.19       Guarantees, Loans, Advances and Other Liabilities...........................................
Section 3.20       Capital Expenditures........................................................................
Section 3.21       Owner Trustee Not Liable for Certificates or Related Documents..............................
Section 3.22       Restricted Payments.........................................................................
Section 3.23       Notice of Events of Default.................................................................
Section 3.24       Further Instruments and Acts................................................................
Section 3.25       Statements to Noteholders...................................................................
Section 3.26       Allocation of Realized Losses...............................................................
Section 3.27       Determination of the LIBOR rate.............................................................
Section 3.28       Liquidation on Final Maturity Date..........................................................
Section 3.29       No Recourse.................................................................................

                                                   ARTICLE IV

                               The Notes; Satisfaction And Discharge Of Indenture

Section 4.01       The Notes...................................................................................
Section 4.02       Registration  of and  Limitations on Transfer and Exchange of Notes;  Appointment of
                   Certificate Registrar
Section 4.03       Mutilated, Destroyed, Lost or Stolen Notes..................................................
Section 4.04       Persons Deemed Owners.......................................................................
Section 4.05       Cancellation................................................................................
Section 4.06       Book-Entry Notes............................................................................
Section 4.07       Notices to Depository.......................................................................
Section 4.08       Definitive Notes............................................................................
Section 4.09       Tax Treatment...............................................................................
Section 4.10       Satisfaction and Discharge of Indenture.....................................................
Section 4.11       Application of Trust Money..................................................................
Section 4.13       Repayment of Monies Held by Paying Agent....................................................
Section 4.14       Temporary Notes.............................................................................

                                                    ARTICLE V

                                              Default And Remedies

Section 5.01       Events of Default...........................................................................
Section 5.02       Acceleration of Maturity; Rescission and Annulment..........................................
Section 5.03       Collection of Indebtedness and Suits for Enforcement by Indenture Trustee...................
Section 5.04       Remedies; Priorities........................................................................
Section 5.05       Optional Preservation of the Trust Estate...................................................
Section 5.06       Limitation of Suits.........................................................................
Section 5.07       Unconditional Rights of Noteholders To Receive Principal and Interest.......................
Section 5.08       Restoration of Rights and Remedies..........................................................
Section 5.09       Rights and Remedies Cumulative..............................................................
Section 5.10       Delay or Omission Not a Waiver..............................................................
Section 5.11       Control by Noteholders......................................................................
Section 5.12       Waiver of Past Defaults.....................................................................
Section 5.13       Undertaking for Costs.......................................................................
Section 5.14       Waiver of Stay or Extension Laws............................................................
Section 5.15       Sale of Trust Estate........................................................................
Section 5.16       Action on Notes.............................................................................

                                                   ARTICLE VI

                                              The Indenture Trustee

Section 6.01       Duties of Indenture Trustee.................................................................
Section 6.02       Rights of Indenture Trustee.................................................................
Section 6.03       Individual Rights of Indenture Trustee......................................................
Section 6.04       Indenture Trustee's Disclaimer..............................................................
Section 6.05       Notice of Event of Default..................................................................
Section 6.06       Reports by Indenture Trustee to Holders.....................................................
Section 6.07       Compensation and Indemnity..................................................................
Section 6.08       Replacement of Indenture Trustee............................................................
Section 6.09       Successor Indenture Trustee by Merger.......................................................
Section 6.10       Appointment of Co-Indenture Trustee or Separate Indenture Trustee...........................
Section 6.11       Eligibility; Disqualification...............................................................
Section 6.12       Preferential Collection of Claims Against Issuer............................................
Section 6.13       Representations and Warranties..............................................................
Section 6.14       Directions to Indenture Trustee.............................................................
Section 6.15       Indenture Trustee May Own Securities........................................................
Section 6.16       Compliance with Withholding Requirements....................................................

                                                   ARTICLE VII

                                         Noteholders' Lists and Reports

Section 7.01       Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders......................
Section 7.02       Preservation of Information; Communications to Noteholders..................................
Section 7.03       Reports by Issuer...........................................................................
Section 7.04       Reports by Indenture Trustee................................................................

                                                  ARTICLE VIII

                                      Accounts, Disbursements and Releases

Section 8.01       Collection of Money.........................................................................
Section 8.02       Trust Accounts..............................................................................
Section 8.03       Officer's Certificate.......................................................................
Section 8.04       Termination Upon Payment to Noteholders.....................................................
Section 8.05       Release of Trust Estate.....................................................................
Section 8.06       Surrender of Notes Upon Final Payment.......................................................

                                                   ARTICLE IX

                                             Supplemental Indentures

Section 9.01       Supplemental Indentures Without Consent of Noteholders......................................
Section 9.02       Supplemental Indentures With Consent of Noteholders.........................................
Section 9.03       Execution of Supplemental Indentures........................................................
Section 9.04       Effect of Supplemental Indenture............................................................
Section 9.05       Conformity with Trust Indenture Act.........................................................
Section 9.06       Reference in Notes to Supplemental Indentures...............................................

                                                    ARTICLE X

                                                  Miscellaneous

Section 10.01      Compliance Certificates and Opinions, etc...................................................
Section 10.02      Form of Documents Delivered to Indenture Trustee............................................
Section 10.03      Acts of Noteholders.........................................................................
Section 10.04      Notices, etc., to Indenture Trustee, Issuer and Rating Agencies.............................
Section 10.05      Notices to Noteholders; Waiver..............................................................
Section 10.06      Alternate Payment and Notice Provisions.....................................................
Section 10.07      Conflict with Trust Indenture Act...........................................................
Section 10.08      Effect of Headings..........................................................................
Section 10.09      Successors and Assigns......................................................................
Section 10.10      Separability................................................................................
Section 10.11      Benefits of Indenture.......................................................................
Section 10.12      Legal Holidays..............................................................................
Section 10.13      GOVERNING LAW...............................................................................
Section 10.14      Counterparts................................................................................
Section 10.15      Recording of Indenture......................................................................
Section 10.16      Issuer Obligation...........................................................................
Section 10.17      No Petition.................................................................................
Section 10.18      Inspection..................................................................................

EXHIBITS

Exhibit A         Form of Class A Notes

Exhibit B         Form of Cap Contract

Appendix A        Definitions
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         This Indenture, dated as of ____________________, between GE-WMC Trust
Series ____- __, a Delaware statutory trust, as Issuer (the "Issuer"), and [Name
of Indenture Trustee], as Indenture Trustee (the "Indenture Trustee"),

                                WITNESSETH THAT:

         Each party hereto agrees as follows for the benefit of the other party
and for the equal and ratable benefit of the Holders of the Issuer's Series
____-__ Asset-Backed Notes, Class A (the "Notes").

                                 GRANTING CLAUSE

         The Issuer hereby Grants to the Indenture Trustee at the Closing Date,
as trustee for the benefit of the Holders of each Class of Notes, all of the
Issuer's right, title and interest in, to and under, whether now existing or
hereafter created, (i) the Loans and all payments and other collections in
respect of the Loans received or due after the Cut-off Date, (ii) the Loan
Purchase Agreements, (iii) any real property acquired on behalf of the Issuer,
(iv) such funds as from time to time are deposited in the Note Account and in
all proceeds thereof; and (v) all present and future claims, demands, causes and
choses in action in respect of any or all of the foregoing and all payments on
or under, and all proceeds of every kind and nature whatsoever in respect of,
any or all of the foregoing and all payments on or under, and all proceeds of
every kind and nature whatsoever in the conversion thereof, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, checks, deposit accounts,
rights to payment of any and every kind, and other forms of obligations and
receivables, instruments and other property which at any time constitute all or
part of or are included in the proceeds of any of the foregoing (collectively,
the "TRUST Estate" or the "COLLATERAL").

         The foregoing Grant is made in trust to secure the payment of principal
of and interest on, and any other amounts owing in respect of, the Notes,
equally and ratably without prejudice, priority or distinction, and to secure
compliance with the provisions of this Indenture, all as provided in this
Indenture.

         The Indenture Trustee, as trustee on behalf of the Holders of the
Notes, acknowledges such Grant, accepts the trust under this Indenture in
accordance with the provisions hereof and agrees to perform its duties as
Indenture Trustee as required herein.


<PAGE>

                                   ARTICLE I

                                   DEFINITIONS

         Section 1.01 DEFINITIONS. For all purposes of this Indenture, 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 the Definitions attached hereto as Appendix A which is
incorporated by reference herein. All other capitalized terms used herein shall
have the meanings specified herein.

         Section 1.02 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.
Whenever this Indenture refers to a provision of the Trust Indenture Act (the
"TIA"), the provision is incorporated by reference in and made a part of this
Indenture. The following TIA terms used in this Indenture have the following
meanings:

         "Commission" means the Securities and Exchange Commission.

         "indenture securities" means the Notes.

         "indenture security holder" means a Noteholder.

         "indenture to be qualified" means this Indenture.

         "indenture trustee" or "institutional trustee" means the Indenture
Trustee.

         "obligor" on the indenture securities means the Issuer and any other
obligor on the indenture securities.

         All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by Commission rule have
the meaning assigned to them by such definitions.

         Section 1.03 RULES OF CONSTRUCTION. Unless the context otherwise
requires:

                  (i) a term has the meaning assigned to it;

                  (ii) an accounting term not otherwise defined has the meaning
assigned to it in accordance with generally accepted accounting principles as in
effect from time to time;

                  (iii) "or" is not exclusive;

                  (iv) "including" means including without limitation;

                  (v) words in the singular include the plural and words in the
plural include the singular; and

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

                                   ARTICLE II

                           Original Issuance Of Notes

         Section 2.01 FORM. The Notes, together with the Indenture Trustee's
certificate of authentication, shall be in substantially the form set forth in
Exhibit A, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution of the Notes. Any
portion of the text of any Note may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Note.

         The Notes shall be typewritten, printed, lithographed or engraved or
produced by any combination of these methods (with or without steel engraved
borders), all as determined by the Authorized Officers executing such Notes, as
evidenced by their execution of such Notes.

         The terms of the Notes set forth in Exhibit A are part of the terms of
this Indenture.

         Section 2.02 EXECUTION, AUTHENTICATION AND DELIVERY. The Notes shall be
executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile.

         Notes bearing the manual or facsimile signature of individuals who were
at any time Authorized Officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

         The Indenture Trustee shall upon Issuer Request authenticate and
deliver Notes for original issue in an aggregate initial principal amount of
$_________.

         Each Class of Notes shall be dated the date of its authentication. The
Book-Entry Notes shall be issuable in book-entry format and shall be issuable in
the minimum initial Note Balances of $25,000 and in integral multiples of $1 in
excess thereof. The Physical Notes will be evidenced by a physical, fully
registered Note transferable through the facilities of the Note Registrar and
shall be issuable in the minimum initial Note Balances of $25,000 and in
integral multiples of $1 in excess thereof.

         No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Indenture Trustee by the manual signature of one of its
authorized signatories, and such certificate upon any Note shall be conclusive
evidence, and the only evidence, that such Note has been duly authenticated and
delivered hereunder.

                                  ARTICLE III

                                    COVENANTS

         Section 3.01 COLLECTION OF PAYMENTS WITH RESPECT TO LOANS. The
Indenture Trustee shall establish and maintain with itself the Note Account in
which the Indenture Trustee shall, subject to the terms of this paragraph,
deposit, on the same day as it is received from the Servicer, each remittance
received by the Indenture Trustee with respect to the Loans. The Indenture
Trustee shall make all payments of principal and interest on the Notes, subject
to Section 3.03, as provided in Section 3.05 herein from monies on deposit in
the Note Account.

         Section 3.02 MAINTENANCE OF OFFICE OR AGENCY. The Issuer will maintain
in the City of ________, an office or agency where, subject to satisfaction of
conditions set forth herein, Notes may be surrendered for registration of
transfer or exchange, and where notices and demands to or upon the Issuer in
respect of the Notes and this Indenture may be served. The Issuer hereby
initially appoints the Indenture Trustee to serve as its agent for the foregoing
purposes. If at any time the Issuer shall fail to maintain any such office or
agency or shall fail to furnish the Indenture Trustee with the address thereof,
such surrenders, notices and demands may be made or served at the Corporate
Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent
to receive all such surrenders, notices and demands.

         Section 3.03 MONEY FOR PAYMENTS TO BE HELD IN TRUST; PAYING AGENT. (a)
As provided in Section 3.01, all payments of amounts due and payable with
respect to any Notes that are to be made from amounts withdrawn from the Note
Account pursuant to Section 3.01 shall be made on behalf of the Issuer by the
Indenture Trustee or by the Paying Agent, and no amounts so withdrawn from the
Note Account for payments of Notes shall be paid over to the Issuer except as
provided in this Section 3.03. The Issuer hereby appoints the Indenture Trustee
as its Paying Agent.

         The Issuer will cause each Paying Agent other than the Indenture
Trustee to execute and deliver to the Indenture Trustee an instrument in which
such Paying Agent shall agree with the Indenture Trustee (and if the Indenture
Trustee acts as Paying Agent it hereby so agrees), subject to the provisions of
this Section 3.03, that such Paying Agent will:

                  (i) hold all sums held by it for the payment of amounts due
with respect to the Notes 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 and pay such sums to such Persons as herein provided;

                  (ii) at any time during the continuance of any such default,
upon the written request of the Indenture Trustee, forthwith pay to the
Indenture Trustee all sums so held in trust by such Paying Agent;

                  (iii) give the Indenture Trustee written notice of any default
by the Issuer of which it has actual knowledge in the making of any payment
required to be made pursuant to this Indenture with respect to the Notes;

                  (iv) immediately resign as Paying Agent and forthwith pay to
the Indenture Trustee all sums held by it in trust for the payment of Notes if
at any time it ceases to meet the standards required to be met by a 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 any Notes of any applicable
withholding taxes imposed thereon and with respect to any applicable reporting
requirements in connection therewith; and

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

         The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by Issuer
Request direct any Paying Agent to pay to the Indenture Trustee all sums held in
trust by such Paying Agent, such sums to be held by the Indenture Trustee upon
the same trusts as those upon which the sums were held by such Paying Agent; and
upon such payment by any Paying Agent to the Indenture Trustee, such Paying
Agent shall be released from all further liability with respect to such money.

         Subject to applicable laws with respect to escheat of funds, any money
held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Note and remaining unclaimed for one year
after such amount has become due and payable shall be discharged from such trust
and be paid to the Issuer on Issuer Request; and the Holder of such Note shall
thereafter, as an unsecured general creditor, look only to the Issuer for
payment thereof (but only to the extent of the amounts so paid to the Issuer),
and all liability of the Indenture Trustee or such Paying Agent with respect to
such trust money shall thereupon cease; provided, however, that the Indenture
Trustee or such Paying Agent, before being required to make any such repayment,
shall at the expense and direction of the Issuer cause to be published once, in
two newspapers published in the English language customarily published on each
Business Day and of general circulation in ______,_____, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Issuer. The Indenture Trustee
may also adopt and employ, at the expense and direction of the Issuer, any other
reasonable means of notification of such repayment (including, but not limited
to, mailing notice of such repayment to Holders whose Notes have been called but
have not been surrendered for redemption or whose right to or interest in monies
due and payable but not claimed is determinable from the records of the
Indenture Trustee or of any Paying Agent, at the last address of record for each
such Holder).

         Section 3.04 EXISTENCE. The Issuer will keep in full effect its
existence, rights and franchises as a statutory trust under the laws of the
State of Delaware (unless it becomes, or any successor Issuer hereunder is or
becomes, organized under the laws of any other state or of the United States of
America, in which case the Issuer will keep in full effect its existence, rights
and franchises under the laws of such other jurisdiction) and will obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes and each other instrument or
agreement included in the Trust Estate.

         Section 3.05 PAYMENT OF PRINCIPAL AND INTEREST; DEFAULTED INTEREST. (a)
On each Payment Date from amounts on deposit in the Note Account, the Paying
Agent shall pay to the Noteholders, the Certificate Paying Agent, on behalf of
the Certificateholders, and to other Persons, the Interest Payment Amount and
the Principal Payment Amount, as set forth in the statements delivered to the
Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, in the
order of priority set forth in this Section 3.05.

         (b) On each Payment Date, the Available Amount shall be distributed in
the following priority:

                  (i) FIRST, to the Holders of the Class A Notes, the Interest
Payment Amount for such Payment Date, pro rata;

                  (ii) SECOND, to the Class A Notes, the Principal Payment
Amount for such Payment Date, until the Note Balance thereof has been reduced to
zero;

                  (iii) THIRD, to the Net WAC Rate Carryover Reserve Account,
that amount required to be distributed to the Holders of the Class A Notes in
respect of any Net WAC Rate Carryover Amounts for such Payment Date, after
taking into account amounts, if any, received under the Cap Contract;

                  (iv) FOURTH, to the Certificate Paying Agent, all remaining
Available Amounts.

         (c) On each Payment Date, the Certificate Paying Agent shall deposit in
the Certificate Distribution Account all amounts it received pursuant to this
Section 3.05 for the purpose of reimbursing the Owner Trustee with respect to
certain amounts and distributing such funds to the Owner Trust Certificates.

         (d) Any installment of interest or principal, if any, payable on any
Note that is punctually paid or duly provided for by the Issuer on the
applicable Payment Date shall, if such Holder holds Notes of an aggregate
initial Note Balance of at least $1,000,000, be paid to each Holder of record on
the preceding Record Date, by wire transfer to an account specified in writing
by such Holder reasonably satisfactory to the Indenture Trustee as of the
preceding Record Date or in all other cases or if no such instructions have been
delivered to the Indenture Trustee, by check to such Noteholder mailed to such
Holder's address as it appears in the Note Register the amount required to be
distributed to such Holder on such Payment Date pursuant to such Holder's Notes;
provided, however, that the Indenture Trustee shall not pay to such Holders any
amount required to be withheld from a payment to such Holder by the Code.

         (e) The principal of each Note shall be due and payable in full on the
Final Maturity Date for such Note as provided in the related Note. All principal
payments on the Notes shall be made to the Noteholders entitled thereto in
accordance with the Percentage Interests represented by such Notes. The
Indenture Trustee shall notify the Person in whose name a Note is registered at
the close of business on the Record Date preceding the Final Payment Date or
other final Payment Date. Such notice shall be mailed no later than five
Business Days prior to such Final Payment Date or other final Payment Date and
shall specify that payment of the principal amount and any interest due with
respect to such Note at the Final Payment Date or other final Payment Date will
be payable only upon presentation and surrender of such Note and shall specify
the place where such Note may be presented and surrendered for such final
payment.

         (f) The Notes are nonrecourse obligations solely of the Issuer and will
be payable only from the Grant of Collateral. Each Noteholder will be deemed to
have agreed that they have no rights or claims against the Issuer directly and
may only look to the Trust Estate to satisfy the Issuer's obligations hereunder.
Each Noteholder will be deemed to have agreed, by its acceptance of its Note,
not to file or join in filing any petition in bankruptcy or commence any similar
proceeding in respect of the Issuer for a period of one year and one day
following payment in full of such Note. Notwithstanding the provisions of this
Section 3.05(f), the Issuer or another entity may at any time advance funds to
the Indenture Trustee for the purpose of allowing the Indenture Trustee to make
required payments on the Notes. If the Issuer or another entity makes such an
advance, it shall be entitled to withdraw from the Note Account on any
subsequent Payment Date the amount so advanced

         Section 3.06 PROTECTION OF TRUST ESTATE. (a) As and when requested by
the Indenture Trustee, the Issuer will from time to time execute and deliver all
such supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other instruments,
and will take such other action necessary or advisable to:

                  (i) maintain or preserve the lien and security interest (and
the priority thereof) of this Indenture or carry out more effectively the
purposes hereof;

                  (ii) perfect, publish notice of or protect the validity of any
Grant made or to be made by this Indenture; or

                  (iii) preserve and defend title to the Trust Estate and the
rights of the Indenture Trustee and the Noteholders in such Trust Estate against
the claims of all persons and parties.

         (b) Except as otherwise provided in this Indenture, the Indenture
Trustee shall not remove any portion of the Trust Estate that consists of money
or is evidenced by an instrument, certificate or other writing from the
jurisdiction in which it was held at the date of the most recent Opinion of
Counsel delivered pursuant to Section 3.07 (or from the jurisdiction in which it
was held as described in the Opinion of Counsel delivered at the Closing Date
pursuant to Section 3.07(a), if no Opinion of Counsel has yet been delivered
pursuant to Section 3.07(b)) unless the Indenture Trustee shall have first
received an Opinion of Counsel to the effect that the lien and security interest
created by this Indenture with respect to such property will continue to be
maintained after giving effect to such action or actions.

         The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument required to be executed pursuant to this Section 3.06.

         Section 3.07 OPINIONS AS TO TRUST ESTATE. (a) On the Closing Date, the
Issuer shall furnish to the Indenture Trustee and the Owner Trustee an Opinion
of Counsel at the expense of the Issuer either stating that, in the opinion of
such counsel, such action has been taken with respect to the recording and
filing of this Indenture, any indentures supplemental hereto, and any other
requisite documents, and with respect to the execution and filing of any
financing statements and continuation statements, as are necessary to perfect
and make effective the lien and security interest in the Loans and reciting the
details of such action, or stating that, in the opinion of such counsel, no such
action is necessary to make such lien and security interest effective.

         (b) On or before December 31st in each calendar year, beginning in
____, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel at
the expense of the Issuer either stating that, in the opinion of such counsel,
such action has been taken with respect to the recording, filing, re-recording
and refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and with respect to the execution and filing of any
financing statements and continuation statements as is necessary to maintain the
lien and security interest in the Loans and reciting the details of such action
or stating that in the opinion of such counsel no such action is necessary to
maintain such lien and security interest. Such Opinion of Counsel shall also
describe the recording, filing, re-recording and refiling of this Indenture, any
indentures supplemental hereto and any other requisite documents and the
execution and filing of any financing statements and continuation statements
that will, in the opinion of such counsel, be required to maintain the lien and
security interest in the Loans until December 31 in the following calendar year.

         Section 3.08 PERFORMANCE OF OBLIGATIONS; SERVICING AGREEMENT. (a) The
Issuer will punctually perform and observe all of its obligations and agreements
contained in this Indenture, the Basic Documents and in the instruments and
agreements included in the Trust Estate.

         (b) The Issuer may contract with other Persons to assist it in
performing its duties under this Indenture, and any performance of such duties
by a Person identified to the Indenture Trustee in an Officer's Certificate of
the Issuer shall be deemed to be action taken by the Issuer.

         (c) The Issuer will not take any action or permit any action to be
taken by others which would release any Person from any of such Person's
covenants or obligations under any of the documents relating to the Loans or
under any instrument included in the Trust Estate, or which would result in the
amendment, hypothecation, subordination, termination or discharge of, or impair
the validity or effectiveness of, any of the documents relating to the Loans or
any such instrument, except such actions as the Servicer is expressly permitted
to take in the Servicing Agreement.

         Section 3.09 NEGATIVE COVENANTS. So long as any Notes are Outstanding,
the Issuer shall not:

                  (i) except as expressly permitted by this Indenture, sell,
transfer, exchange or otherwise dispose of the Trust Estate, unless directed to
do so by the Indenture Trustee;

                  (ii) claim any credit on, or make any deduction from the
principal or interest payable in respect of, the Notes (other than amounts
properly withheld from such payments under the Code) or assert any claim against
any present or former Noteholder by reason of the payment of the taxes levied or
assessed upon any part of the Trust Estate;

                  (iii) (A) permit the validity or effectiveness of this
Indenture to be impaired, or permit the lien of this Indenture to be amended,
hypothecated, subordinated, terminated or discharged, or permit any Person to be
released from any covenants or obligations with respect to the Notes under this
Indenture except as may be expressly permitted hereby, (B) permit any lien,
charge, excise, claim, security interest, mortgage or other encumbrance (other
than the lien of this Indenture) to be created on or extend to or otherwise
arise upon or burden the Trust Estate or any part thereof or any interest
therein or the proceeds thereof or (C) permit the lien of this Indenture not to
constitute a valid first priority security interest in the Trust Estate; or

                  (iv) waive or impair, or fail to assert rights under, the Loan
Purchase Agreements or in any Basic Document, if any such action would
materially and adversely affect the interests of the Noteholders.

         Section 3.10 ANNUAL STATEMENT AS TO COMPLIANCE. The Issuer will deliver
to the Indenture Trustee, within 120 days after the end of each fiscal year of
the Issuer (commencing with the fiscal year ____), an Officer's Certificate
stating, as to the Authorized Officer signing such Officer's Certificate, that:

                  (i) a review of the activities of the Issuer during such year
and of its performance under this Indenture and the Owner Trust Agreement has
been made under such Authorized Officer's supervision; and

                  (ii) to the best of such Authorized Officer's knowledge, based
on such review, the Issuer has complied with all conditions and covenants under
this Indenture and the provisions of the Owner Trust Agreement throughout such
year, or, if there has been a default in its compliance with any such condition
or covenant, specifying each such default known to such Authorized Officer and
the nature and status thereof.

         Section 3.11 REPRESENTATIONS AND WARRANTIES CONCERNING THE LOANS. The
Indenture Trustee, as pledgee of the Loans, has the benefit of the
representations and warranties made by the Originator in Section __ of the
related Loan Purchase Agreement concerning the Loans and the right to enforce
the remedies against the Originator as provided in Section __ of the related
Loan Purchase Agreement to the same extent as though such representations and
warranties were made directly to the Indenture Trustee.

         Section 3.12 ASSIGNEE OF RECORD OF THE LOANS. The Issuer hereby directs
and authorizes the Indenture Trustee to hold record title to the Loans by being
named as payee in the endorsements of the Mortgage Notes and assignee in the
Assignments of Mortgage to be recorded. Except as expressly provided in the Loan
Purchase Agreements or in the Servicing Agreement with respect to any specific
Loan, the Indenture Trustee shall not execute any endorsement or assignment or
otherwise release or transfer such record title to any of the Loans until such
time as the remaining Trust may be released pursuant to Section 8.05(b). The
Indenture Trustee's holding of such record title shall in all respects be
subject to its fiduciary obligations to the Noteholders hereunder.

         Section 3.13 INVESTMENT COMPANY ACT. The Issuer shall not become an
"investment company" or under the "control" of an "investment company" as such
terms are defined in the Investment Company Act of 1940, as amended (or any
successor or amendatory statute), and the rules and regulations thereunder
(taking into account not only the general definition of the term "investment
company" but also any available exceptions to such general definition);
provided, however, that the Issuer shall be in compliance with this Section 3.13
if it shall have obtained an order exempting it from regulation as an
"investment company" so long as it is in compliance with the conditions imposed
in such order.

         Section 3.14 SERVICER AS AGENT AND BAILEE OF THE INDENTURE TRUSTEE.
Solely for purposes of perfection under Section 9-305 of the Uniform Commercial
Code or other similar applicable law, rule or regulation of the state in which
such property is held by the Servicer, the Issuer and the Indenture Trustee
hereby acknowledges that the Servicer is acting as agent and bailee of the
Indenture Trustee in holding amounts on deposit in the Custodial Account
pursuant to Section 3.04 of the Servicing Agreement that are allocable to the
Loans, as well as its agent and bailee in holding any Related Documents released
to the Servicer pursuant to Section 3.06(c) of the Servicing Agreement, and any
other items constituting a part of the Trust Estate which from time to time come
into the possession of the Servicer. It is intended that, by the Servicer's
acceptance of such agency pursuant to Section 3.04 of the Servicing Agreement,
the Indenture Trustee, as a pledgee of the Loans, will be deemed to have
possession of such Related Documents, such monies and such other items for
purposes of Section 9-305 of the Uniform Commercial Code of the state in which
such property is held by the Servicer.

         Section 3.15 ISSUER MAY CONSOLIDATE, ETC. (a) The Issuer shall not
consolidate or merge with or into any other Person, unless:

                  (i) the Person (if other than the Issuer) formed by or
surviving such consolidation or merger shall be a Person organized and existing
under the laws of the United States of America or any state or the District of
Columbia and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Indenture Trustee, in form reasonably satisfactory
to the Indenture Trustee, the due and punctual payment of the principal of and
interest on all Notes and to the Certificate Paying Agent, on behalf of the
Certificateholders and the performance or observance of every agreement and
covenant of this Indenture on the part of the Issuer to be performed or
observed, all as provided herein;

                  (ii) immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred and be continuing;

                  (iii) the Rating Agencies shall have notified the Issuer that
such transaction shall not cause the rating of any of the Notes to be reduced,
suspended or withdrawn;

                  (iv) the Issuer shall have received an Opinion of Counsel (and
shall have delivered copies thereof to the Indenture Trustee) to the effect that
such transaction will not have any material adverse tax consequence to the
Issuer, any Noteholder or any Certificateholder;

                  (v) any action that is necessary to maintain the lien and
security interest created by this Indenture shall have been taken; and

                  (vi) the Issuer shall have delivered to the Indenture Trustee
an Officer's Certificate and an Opinion of Counsel each stating that such
consolidation or merger and such supplemental indenture comply with this Article
III and that all conditions precedent herein provided for relating to such
transaction have been complied with (including any filing required by the
Exchange Act).

         (b) The Issuer shall not convey or transfer any of its properties or
assets, including those included in the Trust Estate, to any Person unless:

                  (i) the Person that acquires by conveyance or transfer the
properties and assets of the Issuer the conveyance or transfer of which is
hereby restricted shall (A) be a United States citizen or a Person organized and
existing under the laws of the United States of America or any state, (B)
expressly assumes, by an indenture supplemental hereto, executed and delivered
to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due
and punctual payment of the principal of and interest on all Notes and the
performance or observance of every agreement and covenant of this Indenture on
the part of the Issuer to be performed or observed, all as provided herein, (C)
expressly agrees by means of such supplemental indenture that all right, title
and interest so conveyed or transferred shall be subject and subordinate to the
rights of Holders of the Notes, (D) unless otherwise provided in such
supplemental indenture, expressly agrees to indemnify, defend and hold harmless
the Issuer against and from any loss, liability or expense arising under or
related to this Indenture and the Notes and (E) expressly agrees by means of
such supplemental indenture that such Person (or if a group of Persons, then one
specified Person) shall make all filings with the Commission (and any other
appropriate Person) required by the Exchange Act in connection with the Notes;

                  (ii) immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred and be continuing;

                  (iii) the Rating Agencies shall have notified the Issuer that
such transaction shall not cause the rating of the Notes or the Certificates to
be reduced, suspended or withdrawn;

                  (iv) the Issuer shall have received an Opinion of Counsel (and
shall have delivered copies thereof to the Indenture Trustee) to the effect that
such transaction will not have any material adverse tax consequence to the
Issuer or any Noteholder;

                  (v) any action that is necessary to maintain the lien and
security interest created by this Indenture shall have been taken; and

                  (vi) the Issuer shall have delivered to the Indenture Trustee
an Officer's Certificate and an Opinion of Counsel each stating that such
conveyance or transfer and such supplemental indenture comply with this Article
III and that all conditions precedent herein provided for relating to such
transaction have been complied with (including any filing required by the
Exchange Act).

         Section 3.16 SUCCESSOR OR TRANSFEREE. (a) Upon any consolidation or
merger of the Issuer in accordance with Section 3.15(a), the Person formed by or
surviving such consolidation or merger (if other than the Issuer) shall succeed
to, and be substituted for, and may exercise every right and power of, the
Issuer under this Indenture with the same effect as if such Person had been
named as the Issuer herein.

         (b) Upon a conveyance or transfer of all the assets and properties of
the Issuer pursuant to Section 3.15(b), the Issuer will be released from every
covenant and agreement of this Indenture to be observed or performed on the part
of the Issuer with respect to the Notes immediately upon the delivery of written
notice to the Indenture Trustee of such conveyance or transfer.

         Section 3.17 NO OTHER BUSINESS. The Issuer shall not engage in any
business other than financing, purchasing, owning and selling and managing the
Loans and the issuance of the Notes and Certificates in the manner contemplated
by this Indenture and the Basic Documents and all activities incidental thereto.

         Section 3.18 NO BORROWING. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Notes.

         Section 3.19 GUARANTEES, LOANS, ADVANCES AND OTHER LIABILITIES. Except
as contemplated by this Indenture or the Basic Documents, the Issuer shall not
make any loan or advance or credit to, or guarantee (directly or indirectly or
by an instrument having the effect of assuring another's payment or performance
on any obligation or capability of so doing or otherwise), endorse or otherwise
become contingently liable, directly or indirectly, in connection with the
obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or
agree contingently to do so) any stock, obligations, assets or securities of, or
any other interest in, or make any capital contribution to, any other Person.

         Section 3.20 CAPITAL EXPENDITURES. The Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).

         Section 3.21 OWNER TRUSTEE NOT LIABLE FOR CERTIFICATES OR RELATED
DOCUMENTS. The recitals contained herein 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 Indenture, of any Basic Document or of the Certificate
(other than the signatures of the Owner Trustee on the Certificate) or the
Notes, or of any Related Documents. The Owner Trustee shall at no time have any
responsibility or liability with respect to the sufficiency of the Owner Trust
Estate or its ability to generate the payments to be distributed to
Certificateholders under the Owner Trust Agreement or the Noteholders under this
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 3.22 RESTRICTED PAYMENTS. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuer or otherwise with respect to any ownership or equity interest or security
in or of the Issuer, (ii) redeem, purchase, retire or otherwise acquire for
value any such ownership or equity interest or security or (iii) set aside or
otherwise segregate any amounts for any such purpose; provided, however, that
the Issuer may make, or cause to be made, (x) distributions to the Owner Trustee
and the Certificateholders as contemplated by, and to the extent funds are
available for such purpose under the Owner Trust Agreement and (y) payments to
the Servicer pursuant to the terms of the Servicing Agreement. The Issuer will
not, directly or indirectly, make payments to or distributions from the
Custodial Account except in accordance with this Indenture and the Basic
Documents.

         Section 3.23 NOTICE OF EVENTS OF DEFAULT. The Issuer shall give the
Indenture Trustee and the Rating Agencies prompt written notice of each Event of
Default hereunder and under the Owner Trust Agreement.

         Section 3.24 FURTHER INSTRUMENTS AND ACTS. Upon request of the
Indenture Trustee, the Issuer will execute and deliver such further instruments
and do such further acts as may be reasonably necessary or proper to carry out
more effectively the purpose of this Indenture.

         Section 3.25 STATEMENTS TO NOTEHOLDERS. (a) On each Payment Date, the
Indenture Trustee shall (i) forward by mail or make available to each Noteholder
the Servicing Certificate delivered to it by the Servicer on the Business Day
following the related Determination Date and (ii) prepare and provide or make
available, on such Payment Date, to each Noteholder, the Issuer and the
Administrator a statement (the "PAYMENT DATE STATEMENT"), detailing payments on
the Notes on such Payment Date as follows:

                  (i) the amount of any payment on such Payment Date allocable
to accrued interest;

                  (ii) the amount of any payment on such Payment Date allocable
to principal; and

                  (iii) the Note Balance after giving effect to payments
allocable to principal, if any, on such Payment Date.

         The Indenture Trustee will make the Payment Date Statement and the
Servicing Certificate (and, at its option, any additional files containing the
same information in an alternative format) available each month to any
interested parties via the Indenture Trustee's internet website. The Indenture
Trustee's internet website shall initially be located at "_____". The Indenture
Trustee shall provide reasonable assistance in using the website to users that
call the Indenture Trustee's customer service desk at ______. Parties that are
unable to use the above distribution options are entitled to have a paper copy
mailed to them via first class mail by calling the customer service desk and
indicating the need for assistance. The Indenture Trustee shall have the right
to change the way the Payment Date Statements are distributed in order to make
such distribution more convenient and/or more accessible to the above parties
and the Indenture Trustee shall provide timely and adequate notification to all
above parties regarding any such changes.

         (b) Within 60 days after the end of each calendar year, the Indenture
Trustee shall furnish to each Person, who at any time during the calendar year
was a holder of a Note a statement containing information regarding payments of
principal, interest and other amounts on such Person's Notes, aggregated for
such calendar year or the applicable portion thereof during which such person
was a Noteholder. Such obligation shall be deemed to have been satisfied to the
extent that substantially comparable information is provided pursuant to any
requirements of the Code as are from time to time in force. The Indenture
Trustee shall prepare and provide to each Noteholder any information reports
required under federal income tax law to be so provided, including without
limitation Form 1099.

         Section 3.26 RESERVED.

         Section 3.27 DETERMINATION OF THE LIBOR RATE. On each LIBOR Rate
Adjustment Date, LIBOR shall be established by the Indenture Trustee. As to any
Interest Accrual Period, "LIBOR" shall be the rate for United States dollar
deposits for one month which appears on the Dow Jones Telerate Screen Page 3750
as of 11:00 a.m., London time, on that LIBOR rate adjustment date. Dow Jones
Telerate Screen Page 3750 means the display designated as page 3750 on the
Telerate Service or any other page as may replace page 3750 on that service for
the purpose of displaying London interbank offered rates of major banks. If the
rate does not appear on that page or any other page as may replace that page on
that service, or if the service is no longer offered, any other service for
displaying LIBOR or comparable rates as may be selected by the Indenture Trustee
after consultation with the Servicer, the rate will be the Reference Bank Rate.

         The "REFERENCE BANK RATE" shall be determined on the basis of the rates
at which deposits in the U.S. Dollars are offered by the reference banks, which
shall be three major banks that are engaged in transactions in the London
interbank market, selected by the Indenture Trustee after consultation with the
Servicer. The Reference Bank Rate will be determined as of 11:00 a.m., London
time, on the LIBOR rate adjustment date to prime banks in the London interbank
market for a period of one month in amounts approximately equal to the Class
Principal Balance of the Class A Notes. The Indenture Trustee will request the
principal London office of each of the reference banks to provide a quotation of
its rate. If at least two quotations are provided, the rate will be the
arithmetic mean of the quotations. If on that date fewer than two quotations are
provided as requested, the rate will be the arithmetic mean of the rates quoted
by one or more major banks in New York City, selected by the Indenture Trustee
after consultation with the Servicer, as of 11:00 a.m., New York City time, on
that date for loans in U.S. Dollars to leading European banks for a period of
one month in amounts approximately equal to the Note Balance of the Class A
Notes. If no quotations can be obtained, the rate will be LIBOR for the prior
Payment Date; provided however, if, under the priorities listed previously in
this paragraph, LIBOR for a Payment Date would be based on LIBOR for the
previous Payment Date for the third consecutive Payment Date, the Indenture
Trustee after consultation with the Servicer shall select an alternative
comparable index over which the Indenture Trustee has no control, used for
determining one-month Eurodollar lending rates that is calculated and published
or otherwise made available by an independent party.

         The establishment of LIBOR by the Indenture Trustee and the Indenture
Trustee's subsequent calculation of the Interest Rate applicable to the Class A
Notes for the relevant Interest Accrual Period, in the absence of manifest
error, will be final and binding.

         Section 3.28 LIQUIDATION ON FINAL MATURITY DATE. On the Final Maturity
Date, if the Securities are not paid in full on or prior to the Final Maturity
Date, the Indenture Trustee shall take full account of the assets and
liabilities of the Owner Trust, shall liquidate the assets, in a commercially
reasonable manner and on commercially reasonable terms, as promptly as is
consistent with obtaining the fair value thereof and in accordance with Section
5.15, and shall apply and distribute the proceeds therefrom in the order of
priority described in Section 3.05(b), (c), (d) and (e).

         Section 3.29 NO RECOURSE. Upon the occurrence of an Event of Default
under the Notes, this Indenture or the other Basic Documents, Holders of the
Notes shall have recourse only to the Collateral and all proceeds thereof, as
and to the extent provided herein, and no recourse shall be had by such Holders
against the Issuer or its other assets or properties.

         Section 3.30 CAP CONTRACT AND NET WAC RATE CARRYOVER RESERVE ACCOUNT.

         On the Closing Date, the Indenture Trustee shall establish a segregated
trust account (the "NET WAC RATE CARRYOVER RESERVE ACCOUNT") from which
distributions in respect of Net WAC Rate Carryover Amounts on the Class A Notes
will be made. The Indenture Trustee shall deposit into the Net WAC Rate Carrover
Reserve Account all amounts received under the Cap Contract. On each Payment
Date, the Indenture Trustee will withdraw from amounts in the Net WAC Rate
Carryover Reserve Account to distribute to the Class A Notes any Net WAC Rate
Carryover Amounts in the following order of priority, in each case to the extent
of amounts remaining in the Net WAC Rate Carryover Reserve Account:

         FIRST, to the Class A Notes, the Cap Amount for such class and such
Payment Date, up to a maximum amount equal to the related Net WAC Rate Carryover
Amount for such class and such Payment Date; and

         SECOND, to the Class A Notes, the related Net WAC Rate Carryover Amount
remaining undistributed pursuant to clause FIRST above.


                                   ARTICLE IV

               The Notes; Satisfaction And Discharge Of Indenture

         Section 4.01 THE NOTES. The Book-Entry Notes shall be registered in the
name of a nominee designated by the Depository. Beneficial Owners will hold
interests in the Book-Entry Notes through the book-entry facilities of the
Depository in minimum initial Note Balances of $25,000 and integral multiples of
$1 in excess thereof. Ownership in any Physical Note will be evidenced by a
physical, fully registered Note transferable through the facilities of the Note
Registrar.

         The Indenture Trustee may for all purposes (including the making of
payments due on the Book- Entry Notes) deal with the Depository as the
authorized representative of the Beneficial Owners with respect to the
Book-Entry Notes for the purposes of exercising the rights of Holders of
Book-Entry Notes hereunder. Except as provided in the next succeeding paragraph
of this Section 4.01, the rights of Beneficial Owners with respect to the
Book-Entry Notes shall be limited to those established by law and agreements
between such Beneficial Owners and the Depository and Depository Participants.
Except as provided in Section 4.08, Beneficial Owners shall not be entitled to
definitive certificates for the Book-Entry Notes as to which they are the
Beneficial Owners. Requests and directions from, and votes of, the Depository as
Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made
with respect to different Beneficial Owners. The Indenture Trustee may establish
a reasonable Record Date in connection with solicitations of consents from or
voting by Holders of the Book-Entry Notes and give notice to the Depository of
such Record Date. Without the consent of the Issuer and the Indenture Trustee,
no Book-Entry Note may be transferred by the Depository except to a successor
Depository that agrees to hold such Book-Entry Note for the account of the
Beneficial Owners.

         In the event the Depository Trust Company resigns or is removed as
Depository, the Indenture Trustee with the approval of the Issuer may appoint a
successor Depository. If no successor Depository has been appointed within 30
days of the effective date of the Depository's resignation or removal, each
Beneficial Owner shall be entitled to certificates representing the Book-Entry
Notes it beneficially owns in the manner prescribed in Section 4.08.

         The Notes shall, on original issue, be executed on behalf of the Issuer
by the Owner Trustee, not in its individual capacity but solely as Owner
Trustee, authenticated by the Note Registrar and delivered by the Indenture
Trustee to or upon the order of the Issuer.

         Section 4.02 REGISTRATION OF AND LIMITATIONS ON TRANSFER AND EXCHANGE
OF NOTES; APPOINTMENT OF CERTIFICATE REGISTRAR. The Issuer shall cause to be
kept at the Indenture Trustee's Corporate Trust Office a Note Register in which,
subject to such reasonable regulations as it may prescribe, the Note Registrar
shall provide for the registration of Notes and of transfers and exchanges of
Notes as herein provided.

         Each Person who has or who acquires any Note shall be deemed by the
acceptance or acquisition of such Note to have represented that the either (1)
it is not acquiring the Note with the assets of a Plan or (2) the acquisition
and holding of a Note will not give rise to a nonexempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code as a result of any of the
above-mentioned Persons being a "Party in Interest" (within the meaning of
ERISA) or Disqualified Person (within the meaning of the Code).

         Subject to the restrictions and limitations set forth below, upon
surrender for registration of transfer of any Class of Note at the Corporate
Trust Office, the Issuer shall execute and the Note Registrar shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Notes of the same Class in authorized initial Note Balances evidencing
the same aggregate Percentage Interests.

         Subject to the foregoing, at the option of the Noteholders, Notes may
be exchanged for other Notes of the same Class and of like tenor, in authorized
initial Note Balances evidencing the same aggregate Percentage Interests upon
surrender of the Notes to be exchanged at the Corporate Trust Office of the Note
Registrar. Whenever any Notes are so surrendered for exchange, the Indenture
Trustee shall execute and the Note Registrar shall authenticate and deliver the
Notes which the Noteholder making the exchange is entitled to receive. Each Note
presented or surrendered for registration of transfer or exchange shall (if so
required by the Note Registrar) be duly endorsed by, or be accompanied by a
written instrument of transfer in form reasonably satisfactory to the Note
Registrar duly executed by, the Holder thereof or his attorney duly authorized
in writing with such signature guaranteed by a commercial bank or trust company
located or having a correspondent located in the city of New York. Notes
delivered upon any such transfer or exchange will evidence the same obligations,
and will be entitled to the same rights and privileges, as the Notes
surrendered.

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

         All Notes surrendered for registration of transfer and exchange shall
be canceled by the Note Registrar and delivered to the Indenture Trustee for
subsequent destruction without liability on the part of either.

         The Issuer hereby appoints the Indenture Trustee as Certificate
Registrar to keep at its Corporate Trust Office a Certificate Register pursuant
to Section 3.09 of the Owner Trust Agreement in which, subject to such
reasonable regulations as it may prescribe, the Certificate Registrar shall
provide for the registration of Certificates and of transfers and exchanges
thereof pursuant to Section 3.05 of the Owner Trust Agreement. The Indenture
Trustee hereby accepts such appointment.

         Section 4.03 MUTILATED, DESTROYED, LOST OR STOLEN NOTES. If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to the Indenture Trustee such security or
indemnity as may be required by it to hold the Issuer and the Indenture Trustee
harmless, then, in the absence of notice to the Issuer, the Note Registrar or
the Indenture Trustee that such Note has been acquired by a bona fide purchaser,
and provided that the requirements of Section 8-405 of the UCC are met, the
Issuer shall execute, and upon its request the Indenture Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a replacement Note of the same class; provided,
however, that if any such destroyed, lost or stolen Note, but not a mutilated
Note, shall have become or within seven days shall be due and payable, instead
of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen
Note when so due or payable without surrender thereof. If, after the delivery of
such replacement Note or payment of a destroyed, lost or stolen Note pursuant to
the proviso to the preceding sentence, a bona fide purchaser of the original
Note in lieu of which such replacement Note was issued presents for payment such
original Note, the Issuer and the Indenture Trustee shall be entitled to recover
such replacement Note (or such payment) from the Person to whom it was delivered
or any Person taking such replacement Note from such Person to whom such
replacement Note was delivered or any assignee of such Person, except a bona
fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by
the Issuer or the Indenture Trustee in connection therewith.

         Upon the issuance of any replacement Note under this Section 4.03, the
Issuer may require the payment by the Holder of such Note of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other reasonable expenses (including the fees and expenses of
the Indenture Trustee) connected therewith.

         Every replacement Note issued pursuant to this Section 4.03 in
replacement of any mutilated, destroyed, lost or stolen Note shall constitute an
original additional contractual obligation of the Issuer, whether or not the
mutilated, destroyed, lost or stolen Note shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

         The provisions of this Section 4.03 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.

         Section 4.04 PERSONS DEEMED OWNERS. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and any
agent of the Issuer or the Indenture Trustee may treat the Person in whose name
any Note is registered (as of the day of determination) as the owner of such
Note for the purpose of receiving payments of principal of and interest, if any,
on such Note and for all other purposes whatsoever, whether or not such Note be
overdue, and neither the Issuer, the Indenture Trustee nor any agent of the
Issuer or the Indenture Trustee shall be affected by notice to the contrary.

         Section 4.05 CANCELLATION. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly canceled by the Indenture Trustee. The Issuer may at any
time deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Issuer may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly canceled by the
Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for
any Notes canceled as provided in this Section 4.05, except as expressly
permitted by this Indenture. All canceled Notes may be held or disposed of by
the Indenture Trustee in accordance with its standard retention or disposal
policy as in effect at the time unless the Issuer shall direct by an Issuer
Request that they be destroyed or returned to it; provided however, that such
Issuer Request is timely and the Notes have not been previously disposed of by
the Indenture Trustee.

         Section 4.06 BOOK-ENTRY NOTES. The Notes, upon original issuance, will
be issued in the form of typewritten Notes representing the Book-Entry Notes, to
be delivered to The Depository Trust Company, the initial Depository, by, or on
behalf of, the Issuer. The Notes shall initially be registered on the Note
Register in the name of Cede & Co., the nominee of the initial Depository, and
no Beneficial Owner will receive a Definitive Note representing such Beneficial
Owner's interest in such Note, except as provided in Section 4.08. Unless and
until definitive, fully registered Notes (the "Definitive Notes") have been
issued to Beneficial Owners pursuant to Section 4.08:

                  (i) the provisions of this Section 4.06 shall be in full force
and effect;

                  (ii) the Note Registrar and the Indenture Trustee shall be
entitled to deal with the Depository for all purposes of this Indenture
(including the payment of principal of and interest on the Notes and the giving
of instructions or directions hereunder) as the sole holder of the Notes, and
shall have no obligation to the Beneficial Owners of the Notes;

                  (iii) to the extent that the provisions of this Section 4.06
conflict with any other provisions of this Indenture, the provisions of this
Section 4.06 shall control;

                  (iv) the rights of Beneficial Owners shall be exercised only
through the Depository and shall be limited to those established by law and
agreements between such Beneficial Owners of Notes and the Depository and/or the
Depository Participants. Unless and until Definitive Notes are issued pursuant
to Section 4.08, the initial Depository will make book-entry transfers among the
Depository Participants and receive and transmit payments of principal of and
interest on the Notes to such Depository Participants; and

                  (v) whenever this Indenture requires or permits actions to be
taken based upon instructions or directions of Holders of Notes evidencing a
specified percentage of the Note Balances of the Notes, the Depository shall be
deemed to represent such percentage only to the extent that it has received
instructions to such effect from Beneficial Owners and/or Depository
Participants owning or representing, respectively, such required percentage of
the beneficial interest in the Notes and has delivered such instructions to the
Indenture Trustee.

         Section 4.07 NOTICES TO DEPOSITORY. Whenever a notice or other
communication to the Holders of the Notes is required under this Indenture,
unless and until Definitive Notes shall have been issued to Beneficial Owners
pursuant to Section 4.08, the Indenture Trustee shall give all such notices and
communications specified herein to be given to Holders of the Notes to the
Depository, and shall have no obligation to the Beneficial Owners.

         Section 4.08 DEFINITIVE NOTES. If (i) the Indenture Trustee determines
that the Depository is no longer willing or able to properly discharge its
responsibilities with respect to the Notes and the Indenture Trustee is unable
to locate a qualified successor, (ii) the Indenture Trustee elects to terminate
the book-entry system through the Depository or (iii) after the occurrence of an
Event of Default, the Majority Noteholders advise the Depository in writing that
the continuation of a book-entry system through the Depository is no longer in
the best interests of the Beneficial Owners, then the Depository shall notify
all Beneficial Owners and the Indenture Trustee of the occurrence of any such
event and of the availability of Definitive Notes to Beneficial Owners
requesting the same. Upon surrender to the Indenture Trustee of the typewritten
Notes representing the Book-Entry Notes by the Depository, accompanied by
registration instructions, the Issuer shall execute and the Indenture Trustee
shall authenticate the Definitive Notes in accordance with the instructions of
the Depository. None of the Issuer, the Note Registrar or the Indenture Trustee
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the
Holders of the Definitive Notes as Noteholders.

         Section 4.09 TAX TREATMENT. The Issuer has entered into this Indenture,
and the Notes will be issued, with the intention that, for federal, state and
local income, single business and franchise tax purposes, the Notes will qualify
as indebtedness of the Issuer. The Issuer, by entering into this Indenture, and
each Noteholder, by its acceptance of its Note (and each Beneficial Owner by its
acceptance of an interest in the applicable Book-Entry Note), agree to treat the
Notes for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer and agree, so long as the equity of the
Issuer is owned by one person for federal income tax purposes, to disregard the
Issuer as an entity separate from its 100% owner. However, in the event the
Issuer is treated as a partnership, then the Administrator pursuant to the
Administration Agreement shall, for federal income tax information and reporting
purposes, treat the Issuer as a partnership and will file such tax returns
relating to a partnership (including the partnership information return on IRS
Form 1065). All of the parties hereto and each Noteholder agrees to appoint the
Administrator as agent to the "tax matters person" for federal income tax
purposes, if necessary.

         Section 4.10 SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
shall cease to be of further effect with respect to the Notes except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.06, 3.09,
3.13, 3.15, 3.16 and the last paragraph of Section 4.02, (v) the rights,
obligations and immunities of the Indenture Trustee hereunder (including the
rights of the Indenture Trustee under Section 6.07 and the obligations of the
Indenture Trustee under Section 4.11) and (vi) the rights of Noteholders as
beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee payable to all or any of them, and the Indenture Trustee, on
demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the
Notes, when

         (A)      either

                  (1)      each Class of Notes theretofore authenticated and
                           delivered (other than (i) Notes that have been
                           destroyed, lost or stolen and that have been replaced
                           or paid as provided in Section 4.03 and (ii) Notes
                           for whose payment money has theretofore been
                           deposited in trust or segregated and held in trust by
                           the Issuer and thereafter repaid to the Issuer or
                           discharged from such trust, as provided in Section
                           3.03) have been delivered to the Indenture Trustee
                           for cancellation; or

                  (2)      each Class of Notes not theretofore delivered to the
                           Indenture Trustee for cancellation

                           a. have become due and payable,

                           b. will become due and payable within one year, or

                           c. have been declared immediately due and payable
                              pursuant to Section 5.02.

         and the Issuer, in the case of a. or b. above, has irrevocably
         deposited or caused to be irrevocably deposited with the Indenture
         Trustee cash or direct obligations of or obligations guaranteed by the
         United States of America (which will mature prior to the date such
         amounts are payable), in trust for such purpose, in an amount
         sufficient to pay and discharge the entire indebtedness on such Notes
         then outstanding not theretofore delivered to the Indenture Trustee for
         cancellation when due on the Final Payment Date;

         (B)      the Issuer has paid or caused to be paid all other sums
                  payable hereunder by the Issuer; and

         (C)      the Issuer has delivered to the Indenture Trustee an Officer's
                  Certificate and an Opinion of Counsel, each meeting the
                  applicable requirements of Section 10.01, each stating that
                  all conditions precedent herein provided for relating to the
                  satisfaction and discharge of this Indenture have been
                  complied with and, if the Opinion of Counsel relates to a
                  deposit made in connection with Section 4.10(A)(2)b. above,
                  such opinion shall further be to the effect that such deposit
                  will not have any material adverse tax consequences to the
                  Issuer, any Noteholders or any Certificateholders.

         Section 4.11 APPLICATION OF TRUST MONEY. All monies deposited with the
Indenture Trustee pursuant to Section 4.10 hereof shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent or
Certificate Paying Agent, as the Indenture Trustee may determine, to the Holders
of Securities, of all sums due and to become due thereon for principal and
interest; but such monies need not be segregated from other funds except to the
extent required herein or required by law.

         Section 4.12 [RESERVED]

         Section 4.13 REPAYMENT OF MONIES HELD BY PAYING AGENT. In connection
with the satisfaction and discharge of this Indenture with respect to the Notes,
all monies then held by any Person other than the Indenture Trustee under the
provisions of this Indenture with respect to such Notes shall, upon demand of
the Issuer, be paid to the Indenture Trustee to be held and applied according to
Section 3.05 and thereupon such Paying Agent shall be released from all further
liability with respect to such monies.

         Section 4.14 TEMPORARY NOTES. Pending the preparation of any Definitive
Notes, the Issuer may execute and upon its written direction, the Indenture
Trustee may authenticate and make available for delivery, temporary Notes that
are printed, lithographed, typewritten, photocopied or otherwise produced, in
any denomination, substantially of the tenor of the Definitive Notes in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Notes may
determine, as evidenced by their execution of such Notes.

         If temporary Notes are issued, the Issuer will cause Definitive Notes
to be prepared without unreasonable delay. After the preparation of the
Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes
upon surrender of the temporary Notes at the office or agency of the Indenture
Trustee, without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Notes, the Issuer shall execute and the Indenture Trustee
shall authenticate and make available for delivery, in exchange therefor,
Definitive Notes of authorized denominations and of like tenor and aggregate
principal amount. Until so exchanged, such temporary Notes shall in all respects
be entitled to the same benefits under this Indenture as Definitive Notes.


                                   ARTICLE V

                              Default And Remedies

         Section 5.01 EVENTS OF DEFAULT. The Issuer shall deliver to the
Indenture Trustee, within five days after learning of the occurrence of any
Default or Event of Default, written notice in the form of an Officer's
Certificate of its status and what action the Issuer is taking or proposes to
take with respect thereto.

         Section 5.02 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an
Event of Default should occur and be continuing, then and in every such case the
Indenture Trustee may, and upon the request of the Majority Noteholders, the
Indenture Trustee shall, declare the Notes to be immediately due and payable, by
a notice in writing to the Issuer (and to the Indenture Trustee if given by
Noteholders), and upon any such declaration the unpaid principal amount of each
class of Notes, together with accrued and unpaid interest thereon through the
date of acceleration, shall become immediately due and payable.

         At any time after such declaration of acceleration of maturity with
respect to an Event of Default has been made and before a judgment or decree for
payment of the money due has been obtained by the Indenture Trustee as
hereinafter in this Article V provided, the Majority Noteholders, by written
notice to the Issuer and the Indenture Trustee may in writing waive the related
Event of Default and rescind and annul such declaration and its consequences if:

                  (i) the Issuer has paid or deposited with the Indenture
Trustee a sum sufficient to pay:

                  (A)      all payments of principal of and interest on the
                           Notes and all other amounts that would then be due
                           hereunder or upon the Notes if the Event of Default
                           giving rise to such acceleration had not occurred;
                           and

                  (B)      all sums paid by the Indenture Trustee hereunder and
                           the reasonable compensation, expenses and
                           disbursements of the Indenture Trustee and its agents
                           and counsel; and

                  (ii) all Events of Default, other than the nonpayment of the
principal of the Notes that has become due solely by such acceleration, have
been cured or waived as provided in Section 5.12.

         No such rescission shall affect any subsequent default or impair any
right consequent thereto.

         Section 5.03 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
INDENTURE TRUSTEE.

         (a) The Issuer covenants that upon an acceleration of the Notes under
Section 5.02 and upon demand of the Indenture Trustee, the Issuer shall pay to
the Indenture Trustee, for the benefit of the Holders of Notes, the whole amount
then due and payable on the Notes for principal and interest, with interest upon
the overdue principal, and in addition thereto such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses and disbursements of the Indenture Trustee and
its agents and counsel.

         (b) In case the Issuer shall fail forthwith to pay such amounts upon
such demand, the Indenture Trustee, in its own name and as trustee of an express
trust, subject to the provisions of Section 10.17 hereof may institute a
Proceeding for the collection of the sums so due and unpaid, and may prosecute
such Proceeding to judgment or final decree, and may enforce the same against
the Issuer or other obligor upon the Notes and collect in the manner provided by
law out of the property of the Issuer or other obligor upon the Notes, wherever
situated, the monies adjudged or decreed to be payable.

         (c) If an Event of Default occurs and is continuing, the Indenture
Trustee subject to the provisions of Section 10.17 hereof may, as more
particularly provided in Section 5.04, in its discretion, proceed to protect and
enforce its rights and the rights of the Noteholders, by such appropriate
Proceedings as the Indenture Trustee shall deem most effective to protect and
enforce any such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy or legal or equitable right vested
in the Indenture Trustee by this Indenture or by law.

         (d) In case there shall be pending, relative to the Issuer or any other
obligor upon the Notes or any Person having or claiming an ownership interest in
the Trust Estate, Proceedings under Title 11 of the United States Code or any
other applicable federal or state bankruptcy, insolvency or other similar law,
or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or Person,
or in case of any other comparable judicial Proceedings relative to the Issuer
or other obligor upon the Notes, or to the creditors or property of the Issuer
or such other obligor, the Indenture Trustee, irrespective of whether the
principal of any Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Indenture Trustee shall
have made any demand pursuant to the provisions of this Section, shall be
entitled and empowered, by intervention in such Proceedings or otherwise:

                  (i) to file and prove a claim or claims for the whole amount
of principal and interest owing and unpaid in respect of the Notes and to file
such other papers or documents as may be necessary or advisable in order to have
the claims of the Indenture Trustee (including any claim for reasonable
compensation to the Indenture Trustee and each predecessor Indenture Trustee,
and their respective agents, attorneys and counsel, and for reimbursement of all
expenses and liabilities incurred, by the Indenture Trustee and each predecessor
Indenture Trustee, except as a result of negligence, willful misconduct or bad
faith) and of the Noteholders allowed in such Proceedings;

                  (ii) unless prohibited by applicable law and regulations, to
vote on behalf of the Holders of Notes in any election of a trustee, a standby
trustee or Person performing similar functions in any such Proceedings;

                  (iii) to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute all amounts received
with respect to the claims of the Noteholders and of the Indenture Trustee on
their behalf; and

                  (iv) to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Indenture Trustee or the Holders of Notes allowed in any judicial proceedings
relative to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee, and, in the event that the Indenture Trustee
shall consent to the making of payments directly to such Noteholders, to pay to
the Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, by the Indenture Trustee and each predecessor Indenture
Trustee except as a result of negligence, willful misconduct or bad faith.

         (e) Nothing herein contained shall be deemed to authorize the Indenture
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding except, as aforesaid, to vote for the election
of a trustee in bankruptcy or similar Person.

         (f) All rights of action and of asserting claims under this Indenture,
or under any of the Notes, may be enforced by the Indenture Trustee without the
possession of any of the Notes or the production thereof in any trial or other
Proceedings relative thereto, and any such action or proceedings instituted by
the Indenture Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment, subject to the payment of the expenses,
disbursements and compensation of the Indenture Trustee, each predecessor
Indenture Trustee and their respective agents and attorneys, shall be for the
ratable benefit of the Holders of the Notes.

         (g) In any Proceedings brought by the Indenture Trustee (and also any
Proceedings involving the interpretation of any provision of this Indenture to
which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all the Holders of the Notes, and it shall not be necessary to
make any Noteholder a party to any such Proceedings.

         Section 5.04 REMEDIES; PRIORITIES. (a) If an Event of Default shall
have occurred and be continuing, the Indenture Trustee subject to the provisions
of Section 10.17 hereof may do one or more of the following (subject to Section
5.05):

                  (i) institute Proceedings in its own name and as trustee of an
express trust for the collection of all amounts then payable on the Notes or
under this Indenture with respect thereto, whether by declaration or otherwise,
enforce any judgment obtained, and collect from the Issuer and any other obligor
upon such Notes monies adjudged due;

                  (ii) institute Proceedings from time to time for the complete
or partial foreclosure of this Indenture with respect to the Trust Estate;

                  (iii) exercise any remedies of a secured party under the UCC
and take any other appropriate action to protect and enforce the rights and
remedies of the Indenture Trustee and the Holders of the Notes;

                  (iv) [Reserved]

                  (v) refrain from selling the Trust Estate (unless otherwise
directed by the Majority Noteholders) and continue to apply all amounts received
thereon to payments on the Notes in accordance with Section 3.05; and

                  (vi) sell the Trust Estate or any portion thereof or rights or
interest therein, at one or more public or private sales called and conducted in
any manner permitted by law; provided, however, that the Indenture Trustee must
sell or otherwise liquidate the Trust Estate following an Event of Default, if
(i) the Majority Noteholders direct the Indenture Trustee to sell or otherwise
liquidate the Trust Estate or (ii) the Indenture Trustee determines that the
Loans will not continue to provide sufficient funds for (A) the payment of
expenses under this Indenture and (B) the payment of principal of and interest
on the Notes as they would have become due if the Notes had not been declared
due and payable. In determining such sufficiency or insufficiency with respect
to clause (A) and (B), the Indenture Trustee may, but need not, obtain and rely
upon an opinion of an Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and as to the
sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing,
so long as a Servicing Default has not occurred, any Sale of the Trust Estate
shall be made subject to the continued servicing of the Loans by the Servicer as
provided in the Servicing Agreement.

         (b) If the Indenture Trustee collects any money or property pursuant to
this Article V, it shall pay out the money or property in the following order:

                  FIRST: to the Indenture Trustee for amounts due and unpaid
                  under Section 6.07 and to the Owner Trustee for amounts due
                  and unpaid under Article VII of the Amended and Restated Trust
                  Agreement;

                  SECOND: to the Class A Noteholders, the amount of any Interest
                  Payment Amount, any applicable Net WAC Rate Carryover Amount,
                  and further as principal until the Class Principal Balance of
                  such Class has been reduced to zero; and

                  THIRD: to the payment of the remainder, if any to the
                  Certificate Paying Agent on behalf of the Issuer or to any
                  other person legally entitled thereto.

         The Indenture Trustee may fix a Record Date and Payment Date for any
payment to Noteholders pursuant to this Section 5.04. At least 15 days before
such Record Date, the Indenture Trustee shall mail to each Noteholder a notice
that states the Record Date, the Payment Date and the amount to be paid.

         Section 5.05 OPTIONAL PRESERVATION OF THE TRUST ESTATE. If the Notes
have been declared to be due and payable under Section 5.02 following an Event
of Default and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee may, in its discretion, notwithstanding this
acceleration, elect to maintain possession of the Trust Estate as if there had
been no declaration of acceleration if the Trust Estate continues to provide
sufficient funds for the payment of principal of and interest on the Notes as
they would have become due if there had not been a declaration of acceleration.
In addition, the Indenture Trustee may not sell or otherwise liquidate the Trust
Estate unless it complies with Section 5.15 hereof.

         Section 5.06 LIMITATION OF SUITS. No Holder of any Note shall have any
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless and subject to the provisions of Section 10.17 hereof:

                  (i) such Holder has previously given written notice to the
Indenture Trustee of a continuing Event of Default;

                  (ii) the Holders of not less than 25% of the Note Balances of
the Notes have made written request to the Indenture Trustee to institute such
Proceeding in respect of such Event of Default in its own name as Indenture
Trustee hereunder;

                  (iii) such Holder or Holders have offered to the Indenture
Trustee reasonable indemnity against the costs, expenses and liabilities to be
incurred in complying with such request;

                  (iv) the Indenture Trustee for 60 days after its receipt of
such notice, request and offer of indemnity has failed to institute such
Proceedings; and

                  (v) no direction inconsistent with such written request has
been given to the Indenture Trustee during such 60-day period by the Majority
Noteholders.

It is understood and intended that no one or more Holders of Notes shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders of Notes or to obtain or to seek to obtain priority or preference over
any other Holders or to enforce any right under this Indenture, except in the
manner herein provided.

         In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Holders of Notes,
each representing less than a majority of the Note Balances of the Notes, the
Indenture Trustee in its sole discretion may determine what action, if any,
shall be taken, notwithstanding any other provisions of this Indenture.

         Section 5.07 UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE PRINCIPAL
AND INTEREST. Notwithstanding any other provisions in this Indenture, the Holder
of any Note shall have the right, which is absolute and unconditional, to
receive payment of the principal of, and interest, on such Note on or after the
respective due dates thereof expressed in such Note or in this Indenture and to
institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Holder.

         Section 5.08 RESTORATION OF RIGHTS AND REMEDIES. If the Indenture
Trustee or any Noteholder has instituted any Proceeding to enforce any right or
remedy under this Indenture and such Proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Indenture
Trustee or to such Noteholder, then and in every such case the Issuer, the
Indenture Trustee and the Noteholders shall, subject to any determination in
such Proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Indenture
Trustee and the Noteholders shall continue as though no such Proceeding had been
instituted.

         Section 5.09 RIGHTS AND REMEDIES CUMULATIVE. No right or remedy herein
conferred upon or reserved to the Indenture Trustee or to the Noteholders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

         Section 5.10 DELAY OR OMISSION NOT A WAIVER. No delay or omission of
the Indenture Trustee or any Holder of any Note to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article V or by law to the Indenture
Trustee or to the Noteholders may be exercised from time to time, and as often
as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as
the case may be.

         Section 5.11 CONTROL BY NOTEHOLDERS. The Majority Noteholders shall
have the right to direct the time, method and place of conducting any Proceeding
for any remedy available to the Indenture Trustee with respect to the Notes or
exercising any trust or power conferred on the Indenture Trustee; provided that:

                  (i) such direction shall not be in conflict with any rule of
law or with this Indenture;

                  (ii) subject to the express terms of Section 5.04, any
direction to the Indenture Trustee to sell or liquidate the Trust Estate shall
be by the Majority Noteholders;

                  (iii) if the conditions set forth in Section 5.05 have been
satisfied and the Indenture Trustee is directed to retain the Trust Estate
pursuant to such Section, then any direction to the Indenture Trustee by the
Majority Noteholders to sell or liquidate the Trust Estate shall be of no force
and effect; and

                  (iv) the Indenture Trustee may take any other action deemed
proper by the Indenture Trustee that is not inconsistent with such direction.

Notwithstanding the rights of Noteholders set forth in this Section, subject to
Section 6.01, the Indenture Trustee need not take any action that it determines
might involve it in liability and provided, further, that the Indenture Trustee
may take any other action deemed proper by the Indenture Trustee which is not
inconsistent with such direction.

         Section 5.12 WAIVER OF PAST DEFAULTS. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.02, the
Majority Noteholders may waive any past Event of Default and its consequences
except an Event of Default (a) with respect to payment of principal of or
interest on any of the Notes or (b) in respect of a covenant or provision hereof
which cannot be modified or amended without the consent of the Holder of each
Note. In the case of any such waiver, the Issuer, the Indenture Trustee and the
Holders of the Notes shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other Event of Default or impair any right consequent thereto.

         Upon any such waiver, any Event of Default arising therefrom shall be
deemed to have been cured and not to have occurred, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Event of
Default or impair any right consequent thereto.

         Section 5.13 UNDERTAKING FOR COSTS. All parties to this Indenture
agree, and each Holder of any Note by such Holder's acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.13 shall not apply to (a) any suit instituted by
the Indenture Trustee, (b) any suit instituted by any Noteholder, or group of
Noteholders, in each case holding in the aggregate more than 10% of the
aggregate Note Balance of the Notes or (c) any suit instituted by any Noteholder
for the enforcement of the payment of principal of or interest on any Note on or
after the respective due dates expressed in such Note and in this Indenture.

         Section 5.14 WAIVER OF STAY OR EXTENSION LAWS. The Issuer covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead or in any manner whatsoever, claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, that may affect the covenants or the performance of this Indenture; and
the Issuer (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it shall not
hinder, delay or impede the execution of any power herein granted to the
Indenture Trustee, but will suffer and permit the execution of every such power
as though no such law had been enacted.

         Section 5.15 SALE OF TRUST ESTATE. (a) The power to effect any sale or
other disposition of any portion of the Trust Estate pursuant to Section 5.04 (a
"SALE") is expressly subject to the provisions of Section 5.05 and this Section
5.15. The power to effect any such Sale shall not be exhausted by any one or
more Sales as to any portion of the Trust Estate remaining unsold, but shall
continue unimpaired until the entire Trust Estate shall have been sold or all
amounts payable on the Notes and under this Indenture shall have been paid. The
Indenture Trustee may from time to time postpone any public Sale by public
announcement made at the time and place of such Sale. The Indenture Trustee
hereby expressly waives its right to any amount fixed by law as compensation for
any Sale.

         (b) The Indenture Trustee shall not in any private Sale sell the Trust
Estate, or any portion thereof, unless:

                  (1) the Holders of all Notes consent to or direct the
Indenture Trustee to make, such Sale, or

                  (2) the proceeds of such Sale would be not less than the
entire amount which would be payable to the Noteholders under the Notes and the
Certificateholders under the Certificates, in full payment thereof in accordance
with Section 5.02, on the Payment Date next succeeding the date of such Sale.

The purchase by the Indenture Trustee of all or any portion of the Trust Estate
at a private Sale shall not be deemed a Sale or other disposition thereof for
purposes of this Section 5.15(b).

         (c) Reserved.

         (d) In connection with a Sale of all or any portion of the Trust
Estate:

                  (1) any Holder or Holders of Notes (other than the Holder of
any Note registered in the name of the Depositor, the Seller or the Originator
or any Affiliate thereof) may bid for and purchase the property offered for
sale, and upon compliance with the terms of sale may hold, retain and possess
and dispose of such property, without further accountability, and may, in paying
the purchase money therefor, deliver any Notes or claims for interest thereon in
lieu of cash up to the amount which shall, upon distribution of the net proceeds
of such sale, be payable thereon, and such Notes, in case the amounts so payable
thereon shall be less than the amount due thereon, shall be returned to the
Holders thereof after being appropriately stamped to show such partial payment;

                  (2) the Indenture Trustee may bid for and acquire the property
offered for Sale in connection with any Sale thereof, and, subject to any
requirements of, and to the extent permitted by, applicable law in connection
therewith, may purchase all or any portion of the Trust Estate in a private
sale, and, in lieu of paying cash therefor, may make settlement for the purchase
price by crediting the gross Sale price against the sum of (A) the amount which
would be distributable to the Holders of the Notes and Holders of Certificates
as a result of such Sale in accordance with Section 5.04(b) on the Payment Date
next succeeding the date of such Sale and (B) the expenses of the Sale and of
any Proceedings in connection therewith which are reimbursable to it, without
being required to produce the Notes in order to complete any such Sale or in
order for the net Sale price to be credited against such Notes, and any property
so acquired by the Indenture Trustee shall be held and dealt with by it in
accordance with the provisions of this Indenture;

                  (3) the Indenture Trustee shall execute and deliver an
appropriate instrument of conveyance transferring its interest in any portion of
the Trust Estate in connection with a Sale thereof;

                  (4) the Indenture Trustee is hereby irrevocably appointed the
agent and attorney-in-fact of the Issuer to transfer and convey its interest in
any portion of the Trust Estate in connection with a Sale thereof, and to take
all action necessary to effect such Sale; and

                  (5) no purchaser or transferee at such a Sale shall be bound
to ascertain the Indenture Trustee's authority, inquire into the satisfaction of
any conditions precedent or see to the application of any monies.

         (e) The method, manner, time, place and terms of any Sale shall be
commercially reasonable.

         Section 5.16 ACTION ON NOTES. The Indenture Trustee's right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with respect
to this Indenture. Neither the lien of this Indenture nor any rights or remedies
of the Indenture Trustee or the Noteholders shall be impaired by the recovery of
any judgment by the Indenture Trustee against the Issuer or by the levy of any
execution under such judgment upon any portion of the Trust Estate or upon any
of the assets of the Issuer. Any money or property collected by the Indenture
Trustee shall be applied in accordance with Section 5.04(b).

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

         Section 6.01 DUTIES OF INDENTURE TRUSTEE. (a) If an Event of Default
has occurred and is continuing, the Indenture Trustee shall, except in those
cases where it is required by the terms of this Indenture to follow the
direction of the Noteholders or the Rating Agencies, exercise the rights and
powers vested in it by this Indenture and use the same degree of care and skill
in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

         (b) Except during the continuance of an Event of Default and in those
cases where it is required by the terms of this Indenture to follow the
direction of the Noteholders or the Rating Agencies:

                  (i) the Indenture Trustee undertakes to perform such duties
and only such duties as are specifically set forth in this Indenture and no
implied covenants or obligations shall be read into this Indenture against the
Indenture Trustee; and

                  (ii) in the absence of bad faith on its part, the Indenture
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Indenture Trustee and conforming to the requirements of this
Indenture; however, the Indenture Trustee shall examine the certificates and
opinions to determine whether or not they conform to the requirements of this
Indenture.

         (c) The Indenture Trustee may not be relieved from liability for its
own negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                  (i) this paragraph does not limit the effect of paragraph (b)
of this Section 6.01;

                  (ii) the Indenture Trustee shall not be liable for any error
of judgment made in good faith by a Responsible Officer unless it is proved that
the Indenture Trustee was negligent in ascertaining the pertinent facts; and

                  (iii) the Indenture Trustee shall not be liable with respect
to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 5.11 which it is entitled to give
under any of the Basic Documents.

         (d) The Indenture Trustee shall not be liable for interest on any money
received by it except as the Indenture Trustee may agree in writing with the
Issuer.

         (e) Money held in trust by the Indenture Trustee need not be segregated
from other funds except to the extent required by law or the terms of this
Indenture or the Owner Trust Agreement.

         (f) No provision of this Indenture shall require the Indenture Trustee
to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to believe that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

         (g) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Indenture Trustee
shall be subject to the provisions of this Section and to the provisions of the
TIA.

         Section 6.02 RIGHTS OF INDENTURE TRUSTEE. (a) The Indenture Trustee may
rely on any document believed by it to be genuine and to have been signed or
presented by the proper person. The Indenture Trustee need not investigate any
fact or matter stated in the document.

         (b) Before the Indenture Trustee acts or refrains from acting, it may
require an Officer's Certificate or an Opinion of Counsel. The Indenture Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on an Officer's Certificate or Opinion of Counsel.

         (c) The Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys or a custodian or nominee, and the Indenture Trustee shall
not be responsible for any misconduct or negligence on the part of, or for the
supervision of, any such agent, attorney, custodian or nominee appointed with
due care by it hereunder.

         (d) The Indenture Trustee shall not be liable for any action it takes
or omits to take in good faith which it believes to be authorized or within its
rights or powers; provided, however, that the Indenture Trustee's conduct does
not constitute willful misconduct, negligence or bad faith.

         (e) The Indenture Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and
the Notes shall be full and complete authorization and protection from liability
in respect to any action taken, omitted or suffered by it hereunder in good
faith and in accordance with the advice or opinion of such counsel.

         Section 6.03 INDIVIDUAL RIGHTS OF INDENTURE TRUSTEE. The Indenture
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuer or its Affiliates with the same
rights it would have if it were not Indenture Trustee. Any Note Registrar,
coregistrar or co-paying agent may do the same with like rights. However, the
Indenture Trustee must comply with Sections 6.11 and 6.12.

         Section 6.04 INDENTURE TRUSTEE'S DISCLAIMER. The Indenture Trustee
shall not be (i) responsible for and makes no representation as to the validity
or adequacy of this Indenture or the Notes, (ii) accountable for the Issuer's
use of the proceeds from the Notes or (iii) responsible for any statement of the
Issuer or any other Person in the Indenture or in any document issued in
connection with the sale of the Notes or in the Notes other than the Indenture
Trustee's certificate of authentication.

         Section 6.05 NOTICE OF EVENT OF DEFAULT. The Indenture Trustee shall
mail to each Noteholder notice of the Event of Default within 30 days after it
occurs. Except in the case of an Event of Default in payment of principal of or
interest on any Note, the Indenture Trustee may withhold the notice if and so
long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Noteholders.

         Section 6.06 REPORTS BY INDENTURE TRUSTEE TO HOLDERS. The Indenture
Trustee shall deliver to each Noteholder such information as may be required to
enable such holder to prepare its federal and state income tax returns including
without limitation Form 1099, to the extent such form is required by law. In
addition, upon the Issuer's written request, the Indenture Trustee shall
promptly furnish information reasonably requested by the Issuer that is
reasonably available to the Indenture Trustee to enable the Issuer to perform
its federal and state income tax reporting obligations.

         Section 6.07 COMPENSATION AND INDEMNITY. The Indenture Trustee shall be
paid the Indenture Trustee Fee on each Payment Date as reasonable compensation
for its services. The Indenture Trustee shall withdraw such amount from the Note
Account on each Payment Date. The Indenture Trustee shall be indemnified by the
Seller in accordance with Section __ of the Administration Agreement, and all
amounts owing to the Indenture Trustee hereunder in excess of such amount shall
be paid solely as provided in Section 3.05 hereof (subject to the priorities set
forth therein). The Indenture Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Issuer shall reimburse
the Indenture Trustee for all Trustee Additional Expenses, in addition to the
compensation for its services. The Issuer shall indemnify the Indenture Trustee
against any and all loss, liability or expense (including attorneys' fees)
incurred by it in connection with the administration of this trust and the
performance of its duties hereunder. The Indenture Trustee shall notify the
Issuer promptly of any claim for which it may seek indemnity. Failure by the
Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its
obligations hereunder. The Issuer shall defend any such claim, and the Indenture
Trustee may have separate counsel and the Issuer shall pay the reasonable fees
and expenses of such counsel. The Issuer is not obligated to reimburse any
expense or indemnify against any loss, liability or expense incurred by the
Indenture Trustee through the Indenture Trustee's own willful misconduct,
negligence or bad faith.

         The Issuer's payment obligations to the Indenture Trustee pursuant to
this Section 6.07 shall survive the discharge of this Indenture. When the
Indenture Trustee incurs expenses after the occurrence of an Event of Default
with respect to the Issuer, the expenses are intended to constitute expenses of
administration under Title 11 of the United States Code or any other applicable
federal or state bankruptcy, insolvency or similar law.

         Section 6.08 REPLACEMENT OF INDENTURE TRUSTEE. No resignation or
removal of the Indenture Trustee and no appointment of a successor Indenture
Trustee shall become effective until the acceptance of appointment by the
successor Indenture Trustee pursuant to this Section 6.08. No termination of the
Indenture Trustee without cause will be effective unless the costs and expenses
of such Indenture Trustee have been reimbursed in connection with such removal.
The Indenture Trustee may resign at any time by so notifying the Issuer at least
60 days prior to the effective date of such resignation. The Majority
Noteholders may remove the Indenture Trustee by so notifying the Indenture
Trustee and may appoint a successor Indenture Trustee. The Issuer shall remove
the Indenture Trustee if:

                  (i) the Indenture Trustee fails to comply with Section 6.11;

                  (ii) the Indenture Trustee is adjudged a bankrupt or
insolvent;

                  (iii) a receiver or other public officer takes charge of the
Indenture Trustee or its property; or

                  (iv) the Indenture Trustee otherwise becomes incapable of
acting.

         If the Indenture Trustee resigns or is removed or if a vacancy exists
in the office of the Indenture Trustee for any reason (the Indenture Trustee in
such event being referred to herein as the retiring Indenture Trustee), the
Issuer shall promptly appoint a successor Indenture Trustee. In addition, the
Indenture Trustee will resign to avoid being directly or indirectly controlled
by the Issuer.

         A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and to the Issuer. Thereupon, the
resignation or removal of the retiring Indenture Trustee shall become effective,
and the successor Indenture Trustee shall have all the rights, powers and duties
of the Indenture Trustee under this Indenture. The successor Indenture Trustee
shall mail a notice of its succession to Noteholders. The retiring Indenture
Trustee shall promptly transfer all property held by it as Indenture Trustee to
the successor Indenture Trustee.

         If a successor Indenture Trustee does not take office within 60 days
after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Issuer or the Majority Noteholders may petition any court
of competent jurisdiction for the appointment of a successor Indenture Trustee.

         If the Indenture Trustee fails to comply with Section 6.11, any
Noteholder may petition any court of competent jurisdiction for the removal of
the Indenture Trustee and the appointment of a successor Indenture Trustee.

         Notwithstanding the replacement of the Indenture Trustee pursuant to
this Section, the Issuer's obligations under Section 6.07 shall continue for the
benefit of the retiring Indenture Trustee.

         Section 6.09 SUCCESSOR INDENTURE TRUSTEE BY MERGER. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another corporation
or banking association, the resulting, surviving or transferee corporation
without any further act shall be the successor Indenture Trustee; provided, that
such corporation or banking association shall be otherwise qualified and
eligible under Section 6.11. The Indenture Trustee shall provide the Rating
Agencies written notice of any such transaction after the Closing Date.

         In case at the time such successor or successors by merger, conversion
or consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture any of the Notes shall have been authenticated but not delivered,
any such successor to the Indenture Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Notes either in the name of any predecessor hereunder or in the name of the
successor to the Indenture Trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Notes or in this Indenture
provided that the certificate of the Indenture Trustee shall have.

         Section 6.10 APPOINTMENT OF CO-INDENTURE TRUSTEE OR SEPARATE INDENTURE
TRUSTEE. (a) Notwithstanding any other provisions of this Indenture, at any
time, for the purpose of meeting any legal requirement of any jurisdiction in
which any part of the Trust Estate may at the time be located, the Indenture
Trustee shall have the power and may execute and deliver all instruments to
appoint one or more Persons to act as a co-trustee or co-trustees, or separate
trustee or separate trustees, with such powers and duties consistent with this
Indenture as shall be specified in the instrument appointing such Person but
without thereby releasing the Indenture Trustee from any of its duties
hereunder. No co-trustee or separate trustee hereunder shall be required to meet
the terms of eligibility as a successor trustee under Section 6.11 and no notice
to Noteholders of the appointment of any cotrustee or separate trustee shall be
required under Section 6.08 hereof.

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

                  (i) all rights, powers, duties and obligations conferred or
imposed upon the Indenture Trustee shall be conferred or imposed upon and
exercised or performed by the Indenture 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 Indenture 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 Indenture Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the
Trust 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 Indenture Trustee;

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

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

         (c) Any notice, request or other writing given to the Indenture Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VI. 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
Indenture Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision of this
Indenture relating to the conduct of, affecting the liability of, or affording
protection to, the Indenture Trustee. Every such instrument shall be filed with
the Indenture Trustee.

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

         Section 6.11 ELIGIBILITY; DISQUALIFICATION. The Indenture Trustee shall
at all times satisfy the requirements of TIA ss. 310(a). The Indenture Trustee
shall have a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of condition and it or its parent
shall have a long-term debt rating of __ or better by [Rating Agency]. The
Indenture Trustee shall comply with TIA ss. 310(b), including the optional
provision permitted by the second sentence of TIA ss. 310(b)(9); provided,
however, that there shall be excluded from the operation of TIA ss. 310(b)(1)
any indenture or indentures under which other securities of the Issuer are
outstanding if the requirements for such exclusion set forth in TIA ss.
310(b)(1) are met.

         Section 6.12 PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER. The
Indenture Trustee shall comply with TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). An Indenture Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated.

         Section 6.13 REPRESENTATIONS AND WARRANTIES. The Indenture Trustee
hereby represents that:

                  (i) The Indenture Trustee is duly organized, validly existing
and in good standing under the laws of the _________ 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 Indenture Trustee has the power and authority to
execute and deliver this Indenture and to carry out its terms; and the
execution, delivery and performance of this Indenture have been duly authorized
by the Indenture Trustee by all necessary corporate action.

                  (iii) The consummation of the transactions contemplated by
this Indenture 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 articles of
organization or bylaws of the Indenture Trustee or any agreement or other
instrument to which the Indenture Trustee is a party or by which it is bound
which conflict or breach would have a materially adverse impact on the ability
of the Indenture Trustee to perform its obligations under the Basic Documents to
which it is a party.

                  (iv) To the Indenture Trustee's best knowledge, there are no
proceedings or investigations pending or threatened before any court, regulatory
body, administrative agency or other governmental instrumentality having
jurisdiction over the Indenture Trustee or its properties: (A) asserting the
invalidity of this Indenture (B) seeking to prevent the consummation of any of
the transactions contemplated by this Indenture or (C) seeking any determination
or ruling that might materially and adversely affect the performance by the
Indenture Trustee of its obligations under, or the validity or enforceability
of, this Indenture.

                  (v) The Indenture Trustee does not have notice of any adverse
claim (as such terms are used in Delaware UCC Section 8-302) with respect to the
Loans.

         Section 6.14 DIRECTIONS TO INDENTURE TRUSTEE. The Indenture Trustee is
hereby directed:

         (a) to accept the pledge of the Loans and hold the assets of the Trust
in trust for the Noteholders;

         (b) to authenticate and deliver the Notes substantially in the form
prescribed by Exhibit A in accordance with the terms of this Indenture; and

         (c) to take all other actions as shall be required to be taken by the
terms of this Indenture.

         Section 6.15 INDENTURE TRUSTEE MAY OWN SECURITIES. The Indenture
Trustee, in its individual or any other capacity may become the owner or pledgee
of Securities with the same rights it would have if it were not Indenture
Trustee.

         Section 6.16 COMPLIANCE WITH WITHHOLDING REQUIREMENTS. Notwithstanding
any other provision of this Indenture, the Indenture Trustee shall comply with
all federal withholding requirements respecting payments to Noteholders of
interest that the Indenture Trustee reasonably believes are applicable under the
Code. The consent of Noteholders shall not be required for such withholding.


                                  ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

         Section 7.01 ISSUER TO FURNISH INDENTURE TRUSTEE NAMES AND ADDRESSES OF
NOTEHOLDERS. The Note Registrar will furnish or cause to be furnished to the
Indenture Trustee (a) not more than five days after each Record Date, a list, in
such form as the Indenture Trustee may reasonably require, of the names and
addresses of the Holders of Notes as of such Record Date and, (b) at such other
times as the Indenture Trustee may request in writing, within 30 days after
receipt by the Issuer of any such request, a list of similar form and content as
of a date not more than 10 days prior to the time such list is furnished;
provided, however, that so long as the Indenture Trustee is the Note Registrar,
no such list shall be required to be furnished.

         Section 7.02 PRESERVATION OF INFORMATION; COMMUNICATIONS TO
NOTEHOLDERS. (a) The Indenture Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of the Holders of Notes
contained in the most recent list furnished to the Indenture Trustee as provided
in Section 7.01 and the names and addresses of Holders of Notes received by the
Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may
destroy any list furnished to it as provided in such Section 7.01 upon receipt
of a new list so furnished.

         (b) Noteholders may communicate pursuant to TIA ss. 312(b) with other
Noteholders with respect to their rights under this Indenture or under the
Notes.

         (c) The Issuer, the Indenture Trustee and the Note Registrar shall have
the protection of TIA ss. 312(c).

         Section 7.03 REPORTS BY ISSUER. (a) The Issuer shall (or shall cause a
Person acting at its direction to):

                  (i) file, within 15 days after the Issuer is required to file
the same with the Commission, copies of the annual reports and the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may from time to time by rules and regulations prescribe) that
the Issuer may be required to file with the Commission pursuant to Section 13 or
15(d) of the Exchange Act;

                  (ii) file with the Commission in accordance with rules and
regulations prescribed from time to time by the Commission such additional
information, documents and reports with respect to compliance by the Issuer with
the conditions and covenants of this Indenture as may be required from time to
time by such rules and regulations; and

                  (iii) supply to the Indenture Trustee (and the Indenture
Trustee shall transmit by mail to all Noteholders described in TIA ss. 313(c))
such summaries of any information, documents and reports required to be filed by
the Issuer pursuant to clauses (i) and (ii) of this Section 7.03(a) and by rules
and regulations prescribed from time to time by the Commission.

         (b) Unless the Issuer otherwise determines, the fiscal year of the
Issuer shall end on December 31 of each year.

         Section 7.04 REPORTS BY INDENTURE TRUSTEE. If required by TIA ss.
313(a), within 60 days after each January 1 beginning with January 1, ____, the
Indenture Trustee shall mail to each Noteholder as required by TIA ss. 313(c) a
brief report dated as of such date that complies with TIA ss. 313(a). The
Indenture Trustee also shall comply with TIA ss. 313(b).

         A copy of each report at the time of its mailing to Noteholders shall
be filed by the Indenture Trustee with the Commission and each stock exchange,
if any, on which the Notes are listed. The Issuer shall notify the Indenture
Trustee if and when the Notes are listed on any stock exchange.

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

         Section 8.01 COLLECTION OF MONEY. Except as otherwise expressly
provided herein, the Indenture Trustee may demand payment or delivery of, and
shall receive and collect, directly and without intervention or assistance of
any fiscal agent or other intermediary, all money and other property payable to
or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture
Trustee shall apply all such money received by it as provided in this Indenture.
Except as otherwise expressly provided in this Indenture, if any default occurs
in the making of any payment or performance under any agreement or instrument
that is part of the Trust Estate, the Indenture Trustee may take such action as
may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate Proceedings. Any such action shall be
without prejudice to any right to claim a Default or Event of Default under this
Indenture and any right to proceed thereafter as provided in Article V.

         Section 8.02 TRUST ACCOUNTS. (a) On or prior to the Closing Date, the
Indenture Trustee shall establish and maintain, in the name of the Indenture
Trustee, for the benefit of the Noteholders and the Certificate Paying Agent, on
behalf of the Certificateholders, the Note Account as provided in Section 3.01
of this Indenture.

         (b) All monies deposited from time to time in the Note Account pursuant
to the Servicing Agreement and all deposits therein pursuant to this Indenture
are for the benefit of the Noteholders and the Certificate Paying Agent, on
behalf of the Certificateholders.

         (c) Any institution maintaining the Note Account shall at the direction
of the Indenture Trustee invest the funds in such account in Permitted
Investments, each of which shall mature not later than (i) the Business Day
immediately preceding the date on which such funds are required to be withdrawn
from such account pursuant to this Indenture, if a Person other than the
Indenture Trustee is the obligor thereon, and (ii) no later than the date on
which such funds are required to be withdrawn from such account pursuant to this
Agreement, if the Indenture Trustee is the obligor thereon and shall not be sold
or disposed of prior to its maturity. All income and gain realized from any such
investment as well as any interest earned on deposits in the Note Account shall
be for the benefit of the Indenture Trustee. The Indenture shall deposit in the
Note Account an amount equal to the amount of any loss incurred in respect of
any such investment immediately upon realization of such loss without right of
reimbursement.

         (d) The Indenture Trustee is authorized to make withdrawals from the
Note Account (the order set forth hereafter not constituting an order of
priority for such withdrawals) (i) to make payments in accordance with the
priorities set forth in Section 3.05, (ii) to pay the Indenture Trustee Fee to
the Indenture Trustee and (iii) to withdraw any amounts deposited in the Note
Account in error each in accordance with the terms of this Indenture.

         (e) On each Payment Date, the Indenture Trustee shall distribute all
amounts on deposit in the Note Account to Noteholders in respect of the Notes
and in its capacity as Certificate Paying Agent to Certificateholders in the
order of priority set forth in Section 3.05 (except as otherwise provided in
Section 5.04(b)).

         Section 8.03 OFFICER'S CERTIFICATE. The Indenture Trustee shall receive
at least seven days notice when requested by the Issuer to take any action
pursuant to Section 8.05(a), accompanied by copies of any instruments to be
executed, and the Indenture Trustee shall also require, as a condition to such
action, an Officer's Certificate, in form and substance satisfactory to the
Indenture Trustee, stating the legal effect of any such action, outlining the
steps required to complete the same, and concluding that all conditions
precedent to the taking of such action have been complied with.

         Section 8.04 TERMINATION UPON PAYMENT TO NOTEHOLDERS. This Indenture
and the respective obligations and responsibilities of the Issuer and the
Indenture Trustee created hereby shall terminate upon the payment to the
Noteholders, the Certificate Paying Agent (on behalf of the Certificateholders)
and the Indenture Trustee of all amounts required to be distributed pursuant to
Article III.

         Section 8.05 RELEASE OF TRUST ESTATE. (a) Subject to the payment of its
fees and expenses, the Indenture Trustee may, and when required by the
provisions of this Indenture shall, execute instruments to release property from
the lien of this Indenture, or convey the Indenture Trustee's interest in the
same, in a manner and under circumstances that are not inconsistent with the
provisions of this Indenture. No party relying upon an instrument executed by
the Indenture Trustee as provided in Article VIII hereunder shall be bound to
ascertain the Indenture Trustee's authority, inquire into the satisfaction of
any conditions precedent, or see to the application of any monies.

         (b) The Indenture Trustee shall, at such time as (i) there are no Notes
Outstanding and (ii) all sums due the Indenture Trustee pursuant to this
Indenture have been paid, release any remaining portion of the Trust Estate that
secured the Notes from the lien of this Indenture.

         (c) The Indenture Trustee shall release property from the lien of this
Indenture pursuant to this Section 8.05 only upon receipt of a request from the
Issuer accompanied by an Officers' Certificate.

         Section 8.06 SURRENDER OF NOTES UPON FINAL PAYMENT. By acceptance of
any Note, the Holder thereof agrees to surrender such Note to the Indenture
Trustee promptly, prior to such Noteholder's receipt of the final payment
thereon.


                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

         Section 9.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.
(a) Without the consent of the Holders of any Notes but with prior notice to the
Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an
Issuer Request, at any time and from time to time, may enter into one or more
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as in force at the date of the execution thereof), in form
satisfactory to the Indenture Trustee, for any of the following purposes:

                  (i) to correct or amplify the description of any property at
any time subject to the lien of this Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to be
subjected to the lien of this Indenture, or to subject to the lien of this
Indenture additional property;

                  (ii) to evidence the succession, in compliance with the
applicable provisions hereof, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer herein and in
the Notes contained;

                  (iii) to add to the covenants of the Issuer, for the benefit
of the Holders of the Notes, or to surrender any right or power herein conferred
upon the Issuer;

                  (iv) to convey, transfer, assign, mortgage or pledge any
property to or with the Indenture Trustee;

                  (v) to cure any ambiguity, omission or defect herein;

                  (vi) to make any other provisions with respect to matters or
questions arising under this Indenture or in any supplemental indenture;
provided that such action shall not materially and adversely affect the
interests of the Holders of the Notes;

                  (vii) to correct, clarify, modify or supplement any provision
herein or in any supplemental indenture that may be inconsistent with any other
provision herein or in any supplemental indenture or to give effect to the
expectations of Noteholders;

                  (viii) to evidence and provide for the acceptance of the
appointment hereunder by a successor trustee with respect to the Notes and to
add to or change any of the provisions of this Indenture as shall be necessary
to facilitate the administration of the trusts hereunder by more than one
trustee, pursuant to the requirements of Article VI; or

                  (ix) to modify, eliminate or add to the provisions of this
Indenture to such extent as shall be necessary to effect the qualification of
this Indenture under the TIA or under any similar federal statute hereafter
enacted and to add to this Indenture such other provisions as may be expressly
required by the TIA;

                  provided, however, that no such indenture supplements shall be
entered into unless the Indenture Trustee shall have received (i) an opinion of
counsel of the Issuer that entering into such indenture supplement will not have
any material adverse tax consequences to the Noteholders or adversely affect the
status of the Notes as indebtedness for federal income tax purposes and (ii)
confirmation from the Rating Agencies that such amendment shall not result in
the reduction or withdrawal of the rating of the Notes. The Indenture Trustee is
hereby authorized to join in the execution of any such supplemental indenture
and to make any further appropriate agreements and stipulations that may be
therein contained. Notwithstanding any of the other provisions of this Section
9.01, neither the Issuer nor the Indenture Trustee shall enter into any
supplemental indenture 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 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS. The
Issuer and the Indenture Trustee, when authorized by an Issuer Request, also
may, with prior notice to the Rating Agencies and with the consent of the
Majority Noteholders, by Act of such Holders delivered to the Issuer and the
Indenture Trustee, enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or of modifying in any
manner the rights of the Holders of the Notes under this Indenture; provided
however, that no such supplemental indenture shall, without the consent of the
Holder of each Note affected thereby:

                  (i) change the date of payment of any installment of principal
of or interest on any Note, or reduce the principal amount thereof or the
interest rate thereon, change the provisions of this Indenture relating to the
application of collections on, or the proceeds of the sale of, the Trust Estate
to payment of principal of or interest on the Notes, or change any place of
payment where, or the coin or currency in which, any Note or the interest
thereon is payable, or impair the right to institute suit for the enforcement of
the provisions of this Indenture requiring the application of funds available
therefor, as provided in Article V, to the payment of any such amount due on the
Notes on or after the respective due dates thereof;

                  (ii) reduce the percentage of the Note Balances of the Notes,
the consent of the Holders of which is required for any such supplemental
indenture, or the consent of the Holders of which is required for any waiver of
compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences provided for in this Indenture;

                  (iii) modify or alter the provisions of the proviso to the
definition of the term "Outstanding" or modify or alter the exception in the
definition of the term "Holder";

                  (iv) reduce the percentage of the Note Balances of the Notes
required to direct the Indenture Trustee to direct the Issuer to sell or
liquidate the Trust Estate pursuant to Section 5.04;

                  (v) modify any provision of this Section 9.02 except to
increase any percentage specified herein or to provide that certain additional
provisions of this Indenture or the Basic Documents cannot be modified or waived
without the consent of the Holder of each Note affected thereby;

                  (vi) modify any of the provisions of this Indenture in such
manner as to affect the calculation of the amount of any payment of interest or
principal due on any Note on any Payment Date (including the calculation of any
of the individual components of such calculation); or

                  (vii) permit the creation of any lien ranking prior to or on a
parity with the lien of this Indenture with respect to any part of the Trust
Estate or, except as otherwise permitted or contemplated herein, terminate the
lien of this Indenture on any property at any time subject hereto or deprive the
Holder of any Note of the security provided by the lien of this Indenture; and
provided, further, that such action shall not, as evidenced by an Opinion of
Counsel, cause the Issuer to be subject to an entity level tax.

         The Indenture Trustee may in its discretion determine whether or not
any Notes would be affected by any supplemental indenture and any such
determination shall be conclusive upon the Holders of all Notes, whether
theretofore or thereafter authenticated and delivered hereunder. The Indenture
Trustee shall not be liable for any such determination made in good faith.

         It shall not be necessary for any Act of Noteholders (as defined in
Section 10.03) under this Section 9.02 to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such Act shall
approve the substance thereof.

         Promptly after the execution by the Issuer and the Indenture Trustee of
any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee
shall mail to the Holders of the Notes to which such amendment or supplemental
indenture relates a notice setting forth in general terms the substance of such
supplemental indenture. Any failure of the Indenture Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

         Section 9.03 EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive, and
subject to Sections 6.01 and 6.02, shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Indenture Trustee may, but shall
not be obligated to, enter into any such supplemental indenture that affects the
Indenture Trustee's own rights, duties, liabilities or immunities under this
Indenture or otherwise.

         Section 9.04 EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and shall be deemed to be modified and amended in accordance therewith
with respect to the Notes affected thereby, and the respective rights,
limitations of rights, obligations, duties, liabilities and immunities under
this Indenture of the Indenture Trustee, the Issuer and the Holders of the Notes
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

         Section 9.05 CONFORMITY WITH TRUST INDENTURE ACT. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as then
in effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.

         Section 9.06 REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the Indenture Trustee and the Issuer, to any such supplemental indenture may
be prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Notes.


                                    ARTICLE X

                                  MISCELLANEOUS

         Section 10.01 COMPLIANCE CERTIFICATES AND OPINIONS, ETC. (a) Upon any
application or request by the Issuer to the Indenture Trustee to take any action
under any provision of this Indenture, the Issuer shall furnish to the Indenture
Trustee (i) an Officer's Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been
complied with and (ii) an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that, in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture,
no additional certificate or opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                  (1) a statement that each signatory of such certificate or
opinion has read or has caused to be read such covenant or condition and the
definitions herein relating thereto;

                  (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;

                  (3) a statement that, in the opinion of each such signatory,
such signatory has made such examination or investigation as is necessary to
enable such signatory to express an informed opinion as to whether or not such
covenant or condition has been complied with;

                  (4) a statement as to whether, in the opinion of each such
signatory, such condition or covenant has been complied with; and

                  (5) if the Signer of such Certificate or Opinion is required
to be Independent, the Statement required by the definition of the term
"Independent".

         (b) (i) Prior to the deposit of any Collateral or other property or
securities with the Indenture Trustee that is to be made the basis for the
release of any property or securities subject to the lien of this Indenture, the
Issuer shall, in addition to any obligation imposed in Section 10.01(a) or
elsewhere in this Indenture, furnish to the Indenture Trustee an Officer's
Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within 90 days of such deposit) to the Issuer
of the Collateral or other property or securities to be so deposited.

                  (ii) Whenever the Issuer is required to furnish to the
Indenture Trustee an Officer's Certificate certifying or stating the opinion of
any signer thereof as to the matters described in clause (i) above, the Issuer
shall also deliver to the Indenture Trustee an Independent Certificate as to the
same matters, if the fair value to the Issuer of the securities to be so
deposited and of all other such securities made the basis of any such withdrawal
or release since the commencement of the then-current fiscal year of the Issuer,
as set forth in the certificates delivered pursuant to clause (i) above and this
clause (ii), is 10% or more of the aggregate Note Balance of the Notes, but such
a certificate need not be furnished with respect to any securities so deposited,
if the fair value thereof to the Issuer as set forth in the related Officer's
Certificate is less than $25,000 or less than one percent of the Note Balances
of the Notes.

                  (iii) Whenever any property or securities are to be released
from the lien of this Indenture, the Issuer shall also furnish to the Indenture
Trustee an Officer's Certificate certifying or stating the opinion of each
person signing such certificate as to the fair value (within 90 days of such
release) of the property or securities proposed to be released and stating that
in the opinion of such person the proposed release will not impair the security
under this Indenture in contravention of the provisions hereof.

                  (iv) Whenever the Issuer is required to furnish to the
Indenture Trustee an Officer's Certificate certifying or stating the opinion of
any signer thereof as to the matters described in clause (iii) above, the Issuer
shall also furnish to the Indenture Trustee an Independent Certificate as to the
same matters if the fair value of the property or securities and of all other
property, other than property as contemplated by clause (v) below or securities
released from the lien of this Indenture since the commencement of the
then-current calendar year, as set forth in the certificates required by clause
(iii) above and this clause (iv), equals 10% or more of the aggregate Note
Balance of the Notes, but such certificate need not be furnished in the case of
any release of property or securities if the fair value thereof as set forth in
the related Officer's Certificate is less than $25,000 or less than one percent
of the then Note Balances of the Notes.

                  (v) Notwithstanding any provision of this Indenture, the
Issuer may, without compliance with the requirements of the other provisions of
this Section 10.01, (A) collect, sell or otherwise dispose of the Loans as and
to the extent permitted or required by the Basic Documents or (B) make cash
payments out of the Note Account as and to the extent permitted or required by
the Basic Documents, so long as the Issuer shall deliver to the Indenture
Trustee every six months, commencing June 30, ____, an Officer's Certificate of
the Issuer stating that all the dispositions of Collateral described in clauses
(A) or (B) above that occurred during the preceding six calendar months were in
the ordinary course of the Issuer's business and that the proceeds thereof were
applied in accordance with the Basic Documents.

         Section 10.02 FORM OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

         Any certificate or opinion of an Authorized Officer of the Issuer may
be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate of an Authorized Officer or
Opinion of Counsel may be based, insofar as it relates to factual matters, upon
a certificate or opinion of, or representations by, an officer or officers of
the Seller or the Issuer, stating that the information with respect to such
factual matters is in the possession of the Seller or the Issuer, unless such
counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

         Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that the Issuer
shall deliver any document as a condition of the granting of such application,
or as evidence of the Issuer's compliance with any term hereof, it is intended
that the truth and accuracy, at the time of the granting of such application or
at the effective date of such certificate or report (as the case may be), of the
facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the
sufficiency of such certificate or report. The foregoing shall not, however, be
construed to affect the Indenture Trustee's right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided
in Article VI.

         Section 10.03 ACTS OF NOTEHOLDERS. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Noteholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Noteholders in person or by agents duly appointed in writing; and except as
herein otherwise expressly provided such action shall become effective when such
instrument or instruments are delivered to the Indenture Trustee, and, where it
is hereby expressly required, to the Issuer. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Noteholders signing such instrument or instruments. Proof
of execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Section
6.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in
the manner provided in this Section 10.03.

         (b) The fact and date of the execution by any person of any such
instrument or writing may be proved in any manner that the Indenture Trustee
deems sufficient.

         (c) The ownership of Notes shall be proved by the Note Registrar.

         (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Notes shall bind the Holder of every
Note issued upon the registration thereof or in exchange therefor or in lieu
thereof, in respect of anything done, omitted or suffered to be done by the
Indenture Trustee or the Issuer in reliance thereon, whether or not notation of
such action is made upon such Note.

         Section 10.04 NOTICES, ETC., TO INDENTURE TRUSTEE, ISSUER AND RATING
AGENCIES. Any request, demand, authorization, direction, notice, consent, waiver
or Act of Noteholders or other documents provided or permitted by this Indenture
shall be in writing and if such request, demand, authorization, direction,
notice, consent, waiver or Act of Noteholders is to be made upon, given or
furnished to or filed with:

                  (i) the Indenture Trustee by any Noteholder or by the Issuer
shall be sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Indenture Trustee at the Corporate Trust Office.
The Indenture Trustee shall promptly transmit any notice received by it from the
Noteholders to the Issuer, or

                  (ii) the Issuer by the Indenture Trustee or by any Noteholder
shall be sufficient for every purpose hereunder if in writing and mailed
first-class, postage prepaid to the Issuer addressed to: _____ Trust Series
____-__, in care of [Name of Owner Trustee], or at any other address previously
furnished in writing to the Indenture Trustee by the Issuer. The Issuer shall
promptly transmit any notice received by it from the Noteholders to the
Indenture Trustee.

         Notices required to be given to the Rating Agencies by the Issuer, the
Indenture Trustee or the Owner Trustee shall be in writing, personally delivered
or mailed by certified mail, return receipt requested, to (i) in the case of
S&P, at the following address: 55 Water Street New York, NY 10041 Attention
Mortgage Surveillance Monitoring and (ii) in the case of Moody's, at the
following address: Moody's Investors Service, Inc., ABS Monitoring Department,
99 Church Street, New York, New York 10007, Attention: Residential Mortgage
Surveillance Group; or as to each of the foregoing, at such other address as
shall be designated by written notice to the other parties.

         Section 10.05 NOTICES TO NOTEHOLDERS; WAIVER. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at such Person's address as it appears on the Note Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Noteholder shall affect the sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given regardless of
whether such notice is in fact actually received.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by any Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Noteholders shall be filed with the Indenture
Trustee but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such a waiver.

         In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event to Noteholders when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving
such notice as shall be satisfactory to the Indenture Trustee shall be deemed to
be a sufficient giving of such notice.

         Where this Indenture provides for notice to the Rating Agencies,
failure to give such notice shall not affect any other rights or obligations
created hereunder, and shall not under any circumstance constitute an Event of
Default.

         Section 10.06 ALTERNATE PAYMENT AND NOTICE PROVISIONS. Notwithstanding
any provision of this Indenture or any of the Notes to the contrary, the Issuer
may enter into any agreement with any Holder of a Note providing for a method of
payment, or notice by the Indenture Trustee to such Holder, that is different
from the methods provided for in this Indenture for such payments or notices.
The Issuer shall furnish to the Indenture Trustee a copy of each such agreement
and the Indenture Trustee shall cause payments to be made and notices to be
given in accordance with such agreements.

         Section 10.07 CONFLICT WITH TRUST INDENTURE ACT. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.

         The provisions of TIA ss.ss. 310 through 317 that impose duties on any
Person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

         Section 10.08 EFFECT OF HEADINGS. The Article and Section headings
herein are for convenience only and shall not affect the construction hereof.

         Section 10.09 SUCCESSORS AND ASSIGNS. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee in
this Indenture shall bind its successors, co-trustees and agents.

         Section 10.10 SEPARABILITY. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

         Section 10.11 BENEFITS OF INDENTURE. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and the Noteholders and any other party
secured hereunder, and any other Person with an ownership interest in any part
of the Trust Estate, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

         Section 10.12 LEGAL HOLIDAYS. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

         Section 10.13 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, 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 10.14 COUNTERPARTS. This Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

         Section 10.15 RECORDING OF INDENTURE. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Issuer and at its expense accompanied by an Opinion of Counsel
(which may be counsel to the Indenture Trustee or any other counsel reasonably
acceptable to the Indenture Trustee) to the effect that such recording is
necessary either for the protection of the Noteholders or any other Person
secured hereunder or for the enforcement of any right or remedy granted to the
Indenture Trustee under this Indenture.

         Section 10.16 ISSUER OBLIGATION. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under this Indenture or any certificate or
other writing delivered in connection herewith or therewith, against (i) the
Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or
of any successor or assign of the Indenture Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity. For all purposes of
this Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Article VI, VII and VIII of the Owner Trust
Agreement.

         Section 10.17 NO PETITION. The Indenture Trustee, by entering into this
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
that they will not at any time prior to the day one year and one day after the
date this Indenture terminates institute against the Depositor or the Issuer, or
join in any institution against the Depositor or the Issuer 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 Notes, this Indenture or any
of the Basic Documents.

         Section 10.18 INSPECTION. The Issuer agrees that, on reasonable prior
notice, it shall permit any representative of the Indenture Trustee, during the
Issuer's normal business hours, to examine all the books of account, records,
reports and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by Independent certified public accountants,
and to discuss the Issuer's affairs, finances and accounts with the Issuer's
officers, employees, and Independent certified public accountants, all at such
reasonable times and as often as may be reasonably requested. The Indenture
Trustee shall and shall cause its representatives to hold in confidence all such
information except to the extent disclosure may be required by law (and all
reasonable applications for confidential treatment are unavailing) and except to
the extent that the Indenture Trustee may reasonably determine that such
disclosure is consistent with its obligations hereunder.

<PAGE>

         IN WITNESS WHEREOF, the Issuer and the Indenture 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.

                               _____ TRUST SERIES ____-__,
                               as Issuer

                                        [Name of Owner Trustee], not in its
                                        individual capacity  but solely as Owner
                                        Trustee


                               By:
                                  ----------------------------------------------
                               Name:
                               Title:


                               [NAME OF INDENTURE TRUSTEE],
                               as Indenture Trustee


                               By:
                                  ----------------------------------------------
                               Name:
                               Title:


[NAME OF INDENTURE TRUSTEE]
hereby accepts the appointment as
Paying Agent pursuant to Section
3.03 hereof and as Note Registrar
pursuant to Section 4.02 hereof.


By:
   ------------------------------------
Name:
Title:


<PAGE>

STATE OF          )
                  ) ss.:
COUNTY OF         )

         On this ____ day of ________________, before me personally appeared
____________________ to me known, who being by me duly sworn, did depose and
say, that he is the ______________________ of the Owner Trustee, one of the
corporations described in and which executed the above instrument; that he knows
the seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by order of the Board of Directors of
said corporation; and that he signed his name thereto by like order.

                                             -----------------------------------
                                             Notary Public

NOTARIAL SEAL



<PAGE>

STATE OF          )
                  ) ss.:
COUNTY OF         )

         On this ____ day of __________________, before me personally appeared
______________________, to me known, who being by me duly sworn, did depose and
say, that she is the _____________________ of [Name of Indenture Trustee], as
Indenture Trustee, one of the corporations described in and which executed the
above instrument; that she knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation; and that he signed his name
thereto by like order.

                                               ---------------------------------
                                               Notary Public

NOTARIAL SEAL


<PAGE>

                                    EXHIBIT A

                              FORM OF CLASS A NOTES

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

         THIS NOTE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
SELLER, THE DEPOSITOR, THE SERVICER, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES, EXCEPT AS EXPRESSLY PROVIDED IN THE
INDENTURE OR THE BASIC DOCUMENTS.

                           GE-WMC TRUST SERIES ____-__
                                ASSET-BACKED NOTE

Class A                                      Principal Amount:$ _____________

Registered

                                             Percentage Interest: ___%
No. ___                                      Interest Rate: ___%

CUSIP NO. ___________

         _____ Trust Series ____-__, a statutory trust duly organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of $ ____________, payable on each Payment
Date in an amount equal to the Percentage Interest specified above of the
aggregate amount, if any, payable from the Note Account in respect of principal
and interest on the Class A Notes pursuant to Section 3.05 of the Indenture
dated as of ______________ (the "Indenture") between the Issuer, as Issuer, and
[Name of Indenture Trustee], as Indenture Trustee (the "Indenture Trustee");
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the Payment Date in _____________, to the extent not
previously paid on a prior Payment Date. Capitalized terms used but not defined
herein are defined in Appendix A of the Indenture.

         Interest on the Class A Notes will be paid monthly on each Payment Date
at the Interest Rate. The Interest Rate for the Class A Notes, is a rate per
annum equal to the least of (i) LIBOR plus ____%; (ii) the Available Funds Cap
Rate; and (iii) the Maximum Interest Rate. LIBOR for each applicable Interest
Accrual Period will be determined on the second LIBOR Business Day immediately
preceding (i) the Closing Date in the case of the first Interest Period and (ii)
the first day of each succeeding Interest Period by the Indenture Trustee as set
forth in the Indenture. All determinations of LIBOR by the Indenture Trustee
shall, in the absence of manifest error, be conclusive for all purposes, and
each holder of this Note, by accepting this Note, agrees to be bound by such
determination. Interest on this Note will accrue for each Payment Date from and
including the most recent Payment Date on which interest has been paid (in the
case of the first Payment Date, from the Closing Date) to but excluding such
Payment Date. Interest will be computed on the basis of the actual number of
days in each Interest Period and a year assumed to consist of 360 days.
Principal of Interest on this Note shall be paid in the manner specified on the
reverse hereof. LIBOR Business Day means any day other than (a) a Saturday or a
Sunday or (b) a day on which banking institutions in the city of London, England
or New York, New York are required or authorized by law to be closed.

         Principal of and Interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

         Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Asset- Backed Notes (herein called the "Notes"), all issued
under the Indenture, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture.

         The Notes (the "Notes") are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture.

         Principal of and interest on this Note will be payable on each Payment
Date, commencing on ________________, as described in the Indenture. "Payment
Date" means the twenty-fifth day of each month, or, if any such date is not a
Business Day, then the next Business Day.

         The entire unpaid principal amount of this Note shall be due and
payable in full on the Payment Date in ___________ pursuant to the Indenture, to
the extent not previously paid on a prior Payment Date. Notwithstanding the
foregoing, if an Event of Default shall have occurred and be continuing, then
the Indenture Trustee or the Majority Noteholders may declare the Notes to be
immediately due and payable in the manner provided in Section 5.02 of the
Indenture.

         Payments of interest on this Note due and payable on each Payment Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be made by check mailed to the Person whose name
appears as the Registered Holder of this Note (or one or more Predecessor Notes)
on the Note Register as of the close of business on each Record Date, except
that with respect to Notes registered on the Record Date in the name of the
nominee of the Depository Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Payment Date shall be binding upon all future holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be available,
as provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Payment Date, then the Indenture Trustee, in
the name of and on behalf of the Issuer, will notify the Person who was the
Registered Holder hereof as of the Record Date preceding such Payment Date by
notice mailed or transmitted by facsimile prior to such Payment Date, and the
amount then due and payable shall be payable only upon presentation and
surrender of this Note at the address specified in such notice of final payment.

         As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the Corporate Trust
Office, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Indenture Trustee duly executed by, the holder hereof
or such holder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, which requirements include membership or participation in
the Securities Transfer Agent's Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Note Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended, and thereupon one or more new Notes
in authorized denominations and in the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Note, but the Note
Registrar shall require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any registration of
transfer or exchange of this Note.

         Each holder or Beneficial Owner of a Note, by acceptance of a Note, or,
in the case of a Beneficial Owner of a Note, a beneficial interest in a Note,
covenants and agrees that no recourse may be taken, directly or indirectly, with
respect to the obligations of the Issuer, the Owner Trustee, the Seller, the
Servicer, the Depositor or the Indenture Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection therewith,
against (i) the Indenture Trustee or the Owner Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the
Indenture Trustee or the Owner Trustee in its individual capacity, any holder of
a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee
or of any successor or assign of the Indenture Trustee or the Owner Trustee in
its individual capacity, except as any such Person may have expressly agreed and
except that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law for any unpaid consideration for stock, unpaid
capital contribution or failure to pay any installment or call owing to such
entity.

         Each holder or Beneficial Owner of a Note, by acceptance of a Note or,
in the case of a Beneficial Owner of a Note, a beneficial interest in a Note,
covenants and agrees by accepting the benefits of the Indenture that such holder
or Beneficial Owner of a Note will not prior to the day that is one year and one
day after the date this Indenture terminates, institute against the Issuer or
the Depositor, or join in any institution against the Issuer or the Depositor
of, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under any United States federal or state bankruptcy or similar law
in connection with any obligations relating to the Notes, the Indenture or the
Basic Documents.

         Each Holder or Beneficial Owner of a Note, by acceptance of a Note or,
in the case of a Beneficial Owner of a Note, a beneficial interest in a Note,
represents that either (1) it is not acquiring the Note with the assets of a
Plan or (2) the acquisition and holding of a Note will not give rise to a
nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code as a result of any of the above-mentioned Persons being a "Party in
Interest" (within the meaning of ERISA) or Disqualified Person (within the
meaning of the Code).

         The Issuer has entered into the Indenture and this Note is issued with
the intention that, for federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness of the Issuer.
Each holder of a Note, by acceptance of a Note (and each Beneficial Owner of a
Note by acceptance of a beneficial interest in a Note), agrees to treat the
Notes for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note is registered (as of the
day of determination or as of such other date as may be specified in the
Indenture) as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the Indenture Trustee and the rights of the holders of the Notes
under the Indenture at any time by the Issuer and the Indenture Trustee with the
consent of the holders of Notes representing a majority of the Note Balances of
all Notes at the time Outstanding and with prior notice to the Rating Agencies.
The Indenture also contains provisions permitting the holders of Notes
representing specified percentages of the Note Balances of all Notes, on behalf
of the holders of all the Notes, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the holder of this Note (or
any one of more Predecessor Notes) shall be conclusive and binding upon such
holder and upon all future holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent or waiver is made upon this Note. The Indenture
also permits the Issuer and the Indenture Trustee to amend or waive certain
terms and conditions set forth in the Indenture without the consent of holders
of the Notes issued thereunder but with prior notice to the Rating Agencies.

         The term "Issuer" as used in this Note includes any successor or the
Issuer under the Indenture.

         The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Indenture Trustee and the
holders of Notes under the Indenture.

         The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

         This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions and the obligations, rights and remedies of the parties hereunder and
thereunder shall be determined in accordance with such laws.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair, the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency herein prescribed.

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of [Name of Owner Trustee], in its
individual capacity, [Name of Indenture Trustee], in its individual capacity,
any owner of a beneficial interest in the Issuer, or any of their respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns shall be personally liable for, nor shall recourse be had to any of them
for, the payment of principal of or interest on this Note or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in the Indenture. The holder of this Note by its acceptance hereof
agrees that, except as expressly provided in the Basic Documents, in the case of
an Event of Default under the Indenture, the holder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


<PAGE>

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

                                    _____ Trust Series ____-__


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

Dated: ________________

                                    By
                                         ---------------------------------------
                                             Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within mentioned Indenture.

                                    [NAME OF INDENTURE TRUSTEE], not in its
                                    individual capacity but solely as Indenture
                                    Trustee

Dated: _______________

                                    By
                                         ---------------------------------------
                                             Authorized Signatory

<PAGE>

                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:
__________________________________________________________________________

                  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfer unto __________________________________________________________________

________________________________________________________________________________
                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ___________________________________________________________________
attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.

Dated:                                                                        */
      ---------------------                     --------------------------------
                                                  Signature Guaranteed:

                                                                              */
                                                --------------------------------



---------------
* NOTICE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar, which requirements include membership or
participation in STAMP or such other "signature guarantee program" as may be
determined by the Note Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.


<PAGE>

                                    EXHIBIT A

                              FORM OF CAP CONTRACT



<PAGE>

                                   APPENDIX A

                                   DEFINITIONS

         ACT:  As defined Section 10.03 of the Indenture.

         ADMINISTRATION AGREEMENT: The administration agreement, dated as of
_____, by and among the Owner Trust, the Depositor and the Administrator,
pursuant to which the Administrator will perform various obligations of the
Owner Trust and the Owner Trustee under this Agreement and the Indenture.

         ADMINISTRATOR: The Person acting as the administrator from time to time
under the Administration Agreement, which initially shall be _____.

         AFFILIATE: With respect to any Person, any other Person controlling,
controlled by or under common control with such Person. For purposes of this
definition, "control" means the power to direct the management and policies of a
Person, directly or indirectly, whether through ownership of voting securities,
by contract or otherwise and "controlling" and "controlled" shall have meanings
correlative to the foregoing.

         AGGREGATE LOAN BALANCE: As of any Payment Date, an amount equal to the
aggregate of the Principal Balances of the Loans as of the last day of the prior
month.

         APPLICABLE REGULATIONS: As to any Loan, all federal, state and local
laws, statutes, rules and regulations applicable thereto.

         APPRAISED VALUE: With respect to any Loan, the value of the related
Mortgaged Property determined at the time of origination of such Loan in
accordance with the Originator's underwriting standards.

         ASSIGNMENT OF MORTGAGE: With respect to any Mortgage, an assignment,
notice of transfer or equivalent instrument, in recordable form, sufficient
under the laws of the jurisdiction in which the related Mortgaged Property is
located to reflect the sale of the Mortgage, which assignment, notice of
transfer or equivalent instrument may be in the form of one or more blanket
assignments covering Mortgages secured by Mortgaged Properties located in the
same jurisdiction.

         AUTHORIZED OFFICER: With respect to the Issuer, any officer of the
Owner Trustee who is authorized to act for the Owner Trustee in matters relating
to the Issuer and who is identified on the list of Authorized Officers delivered
by the Owner Trustee to the Indenture Trustee on the Closing Date (as such list
may be modified or supplemented from time to time thereafter).

         AVAILABLE AMOUNT: With respect to any Payment Date, the aggregate of
all amounts on deposit in the Note Account as of the commencement of business at
the Corporate Trust Office on such date, after deduction of amounts that may be
withdrawn from the Note Account pursuant to Section 8.02(c)(ii) and (iii).

          AVAILABLE FUNDS CAP RATE: For any Payment Date will be the rate per
annum equal to the weighted average of the Expense Adjusted Mortgage Rates on
the then outstanding Loans, weighted based on their Principal Balances as of the
first day of the calendar month preceding the month in which the payment date
occurs multiplied by a fraction, the numerator of which is the Principal Balance
of the Loans as of the last day of the related Prepayment Period and the
denominator of which is the aggregate Note Balance of the Class A Notes.

         BALLOON LOAN: Any Loan that provided on the date of origination for an
amortization schedule extending beyond its stated maturity date.

         BALLOON PAYMENT: With respect to any Balloon Loan, as of any date of
determination, the Monthly Payment payable on the stated maturity date of such
Loan.

         BANKRUPTCY CODE: The Bankruptcy Code of 1978, as amended.

         BASIC DOCUMENTS: The Owner Trust Agreement, the Indenture, the Loan
Purchase Agreements, the Servicing Agreement and the Custodial Agreements and
the other documents and certificates delivered in connection with any of the
above.

         BENEFICIAL OWNER: With respect to any Note, the Person who is the
beneficial owner of such Note as reflected on the books of the Depository or on
the books of a Person maintaining an account with such Depository (directly as a
Depository Participant or indirectly through a Depository Participant, in
accordance with the rules of such Depository).

         BOOK-ENTRY NOTES: Beneficial interests in the Notes, ownership and
transfers of which shall be made through book entries by the Depository as
described in Section 4.06 of the Indenture. Initially, the Book-Entry Notes
shall be the Notes.

         BUSINESS DAY: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the State of New York, Delaware or
California are required or authorized by law to be closed.

         CAP AMOUNT: An amount equal to the aggregate amount received by the
Indenture Trustee from the Cap Contract.

          CAP CONTRACT: The interest rate corridor between ____, as Indenture
Trustee, and the counterparty thereunder, for the benefit of the Holders of the
Notes, a form of which is attached hereto as Exhibit __.

         CERTIFICATE: The Owner Trust Certificates issued and outstanding
pursuant to the terms of the Owner Trust Agreement, evidencing a beneficial
ownership interest in the Issuer.

         CERTIFICATE DISTRIBUTION ACCOUNT: The account or accounts created and
maintained by the Certificate Paying Agent pursuant to Section 3.10(c) of the
Owner Trust Agreement. The Certificate Paying Agent will make all distributions
on the Certificate from money on deposit in the Certificate Distribution
Account. The Certificate Distribution Account shall be an Eligible Account.

         CERTIFICATE DISTRIBUTION AMOUNT: The amount payable to the Certificate
Paying Agent under Section 3.05(g)(x) of the Indenture for payment to the
Certificate under the Owner Trust Agreement.

         CERTIFICATE OF TRUST: The Certificate of Trust filed for the Trust
pursuant to Section 3810(a) of the Statutory Trust Statute, including all
amendments and restatements.

         CERTIFICATE PAYING AGENT: The meaning specified in Section 3.10 of the
Owner Trust Agreement.

         CERTIFICATE PERCENTAGE INTEREST: With respect to the Certificate, the
undivided percentage ownership in the Certificate, as set forth on the face
thereof.

         CERTIFICATE REGISTER: The register maintained by the Certificate
Registrar in which the Certificate Registrar shall provide for the registration
of the Certificate and of transfers and exchanges of the Certificate.

         CERTIFICATE REGISTRAR: Initially, the Indenture Trustee, in its
capacity as Certificate Registrar, or any successor to the Indenture Trustee in
such capacity.

         CERTIFICATEHOLDER: The Person in whose name a Certificate is registered
in the Certificate Register except that, any Certificate registered in the name
of the Issuer, the Owner Trustee or the Indenture Trustee or any Affiliate of
any of them shall be deemed not to be outstanding and the registered holder will
not be considered a Certificateholder or a holder for purposes of giving any
request, demand, authorization, direction, notice, consent or waiver under the
Indenture or the Owner Trust Agreement provided that, in determining whether the
Indenture Trustee or the Owner Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Certificates that the Indenture Trustee or the Owner Trustee knows to be so
owned shall be so disregarded. Owners of Certificates that have been pledged in
good faith may be regarded as Holders if the pledgee establishes to the
satisfaction of the Indenture Trustee or the Owner Trustee, as the case may be,
the pledgee's right so to act with respect to such Certificates and that the
pledgee is not the Issuer, any other obligor upon the Certificates or any
Affiliate of any of the foregoing Persons.

         CLASS: Collectively, all of the Notes bearing the same designation.

         CLASS PRINCIPAL BALANCE: For any Class of Notes, as of any
Determination Date, an amount equal to the initial principal balance of that
Class, reduced by the aggregate of the following amounts allocable to that
Class: (i) all amounts previously distributed to holders of Notes of that class
as payments of Principal; and (ii) in the case of any class of Subordinate
Notes, any reductions to the Class Principal Balance thereof due to Realized
Losses.

         CLOSING DATE: _______________.

         CODE: The Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder.

         COLLATERAL: The meaning specified in the Granting Clause of the
Indenture.

         COMBINED LOAN-TO-VALUE RATIO: With respect to any Loan at origination,
the ratio, expressed as a percentage of (i) the sum of (A) the original
principal balance of such Loan, and (B) any outstanding principal balance at
origination of such Loan, of all other loans, if any, secured by senior liens on
the related Mortgaged Property, to (ii) the Appraised Value.

         COMPENSATING INTEREST: As defined in Section 5.02 of the Servicing
Agreement.

         CORPORATE TRUST OFFICE: With respect to the Indenture Trustee,
Certificate Registrar, Certificate Paying Agent and Paying Agent, the principal
corporate trust office of the Indenture Trustee and Note Registrar at which at
any particular time its corporate trust business shall be administered, which
office at the date of the execution of this instrument is located at
______________________________, Attention:__________. With respect to the Owner
Trustee, the principal corporate trust office of the Owner Trustee at which at
any particular time its corporate trust business shall be administered, which
office at the date of the execution of this Owner Trust Agreement is located at
_________________________.

         CREDIT SCORES: The figure assigned to a Loan that is designed to assess
the Mortgagor's credit history which is obtained from credit reports provided by
various credit reporting organizations and obtained by many lenders in
connection with Loan applications to help assess a Mortgagor's creditworthiness.

         CUSTODIAL ACCOUNT: The account or accounts created and maintained by
the Servicer pursuant to Section 3.04 of the Servicing Agreement, in which the
Servicer shall deposit or cause to be deposited certain amounts in respect of
the Loans.

         CUSTODIAL AGREEMENT: Any Custodial Agreement between a Custodian, the
Indenture Trustee, the Issuer and the Servicer relating to the custody of the
Loans and the Related Documents.

         CUSTODIAN: [Name of Custodian].

         CUT-OFF DATE: __________ 1, ____.

         CUT-OFF DATE LOAN BALANCE: With respect to any Loan, the unpaid
principal balance thereof as of the close of business on the Cut-off Date.

         DEFAULT: Any occurrence which is or with notice or the lapse of time or
both would become an Event of Default.

         DEFICIENT VALUATION: With respect to any Loan, a reduction in the
Monthly Payment for such Loan by a court of competent jurisdiction in a
proceeding under the Bankruptcy Code, except such a reduction constituting a
Deficient Valuation or any reduction that results in a permanent forgiveness of
principal.

         DEFINITIVE NOTES: The meaning specified in Section 4.06 of the
Indenture.

         DELETED LOAN: A Loan replaced or to be replaced with an Eligible
Substitute Loan pursuant to Section [3.1(c)] of the Loan Purchase Agreements.

         DELINQUENT: A Loan is "Delinquent" if any payment due thereon is not
made pursuant to the terms of such Loan by the close of business on the related
Due Date. A Loan is "30 days Delinquent" if such payment has not been received
by the close of business on the corresponding day of the month immediately
succeeding the month in which such payment was due, or, if there is no such
corresponding day (e.g., as when a 30-day month follows a 31-day month in which
a payment was due on the 31st day of such month) then on the last day of such
immediately succeeding month. Similarly for "60-days Delinquent," "90-days
Delinquent" and so on.

         DEPOSITOR: GE-WMC Mortgage Securities, L.L.C., or its successor in
interest.

         DEPOSITORY OR DEPOSITORY AGENCY: The Depository Trust Company or a
successor appointed by the Indenture Trustee with the approval of the Depositor.
Any successor to the Depository shall be an organization registered as a
"clearing agency" pursuant to Section 17A of the Exchange Act and the
regulations of the Securities and Exchange Commission thereunder.

         DEPOSITORY PARTICIPANT: A Person for whom, from time to time, the
Depository effects book-entry transfers and pledges of securities deposited with
the Depository.

         DETERMINATION DATE: With respect to any Payment Date, the 15th day of
the month in which such Payment Date occurs or if such day is not a Business
Day, the next succeeding Business Day.

         DUE DATE: The date on which the Monthly Payment on the related Loan is
due in accordance with the terms of the related Mortgage Note.

         DUE PERIOD: The Due Period with respect to any Payment Date, will be
the period from and including the second day of the month immediately preceding
the month in which such Payment Date occurs to and including the first day of
the month in which such Payment Date occurs.

         ELIGIBLE ACCOUNT: An account that is any of the following: (i)
maintained with a depository institution the debt obligations of which have been
rated by each Rating Agency in its highest short-term rating available, or (ii)
an account or accounts in a depository institution in which such accounts are
fully insured to the limits established by the FDIC, provided that any deposits
not so insured shall, to the extent acceptable to each Rating Agency, as
evidenced in writing, be maintained such that (as evidenced by an Opinion of
Counsel delivered to the Indenture Trustee and each Rating Agency) the Indenture
Trustee have a claim with respect to the funds in such account or a perfected
first security interest against any collateral (which shall be limited to
Permitted Investments) securing such funds that is superior to claims of any
other depositors or creditors of the depository institution with which such
account is maintained, or (iii) a trust account or accounts maintained in the
corporate trust division of the Indenture Trustee, or (v) an account or accounts
of a depository institution acceptable to each Rating Agency (as evidenced in
writing by each Rating Agency that use of any such account as the Custodial
Account or the Note Account will not reduce the rating assigned to any of the
Securities by such Rating Agency below the lower of the then current rating or
the rating assigned to such Securities as of the Closing Date by such Rating
Agency).

         ELIGIBLE SUBSTITUTE LOAN: A Loan substituted by the Seller for a
Deleted Loan which must, on the date of such substitution, as confirmed in an
Officer's Certificate delivered to the Indenture Trustee, (i) have an
outstanding principal balance, after deduction of the principal portion of the
monthly payment due in the month of substitution (or in the case of a
substitution of more than one Loan for a Deleted Loan, an aggregate outstanding
principal balance, after such deduction), not in excess of the outstanding
principal balance of the Deleted Loan (the amount of any shortfall to be
deposited by the Seller in the Custodial Account in the month of substitution);
(ii) comply with each representation and warranty set forth in Annex B to the
Loan Purchase Agreements; (iii) have a Mortgage Rate no lower than and not more
than 1% per annum higher than the Mortgage Rate of the Deleted Loan as of the
date of substitution; (iv) have a Combined Loan-to-Value Ratio at the time of
substitution no higher than that of the Deleted Loan at the time of
substitution; (v) have a remaining term to stated maturity not greater than (and
not more than one year less than) that of the Deleted Loan; (vi) be ineligible
for inclusion in a real estate mortgage investment conduit ("REMIC") (a "REMIC
Ineligible Loan") if the Deleted Loan was a REMIC Ineligible Loan (because (a)
the value of the real property securing the Deleted Loan was not at least equal
to eighty percent of the adjusted issue price of such loan at the time of
origination, calculated by subtracting the amount of any liens that are senior
to such loan and a proportionate amount of any lien of equal priority from the
value of such property when the Deleted Loan was originated and (b)
substantially all of the proceeds of the Deleted Loan were not used to acquire,
improve or protect an interest in the real property securing such loan and such
real property was the only security for such Deleted Loan); and (vii) not be 30
days or more delinquent.

         ERISA: The Employee Retirement Income Security Act of 1974, as amended.

         ESCROW ACCOUNT: The account or accounts created and maintained by the
Servicer pursuant to Section 3.04 of the Servicing Agreement.

         ESCROW PAYMENTS: As defined in Section 3.04 of the Servicing Agreement.

         EVENT OF DEFAULT: With respect to the Indenture, any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

                  (i) the failure to pay the Interest Payment Amount on any
Payment Date;

                  (ii) the failure by the issuer on the final maturity date to
reduce the Class Principal Balances of any Note then outstanding to zero;

                  (iii) there occurs a default in the observance or performance
of any negative covenant, covenant or agreement of the Issuer made in the
Indenture, or any representation or warranty of the Issuer made in the Indenture
or in any certificate, note or other writing delivered pursuant hereto or in
connection herewith proving to have been incorrect in any material respect as of
the time when the same shall have been made which has a material adverse effect
on Securityholders, and such default shall continue or not be cured, or the
circumstance or condition in respect of which such representation or warranty
was incorrect shall not have been eliminated or otherwise cured, for a period of
30 days after there shall have been given, by registered or certified mail, to
the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee
by the Holders of at least 25% of the outstanding Note Balance of the Notes, a
written notice specifying such default or incorrect representation or warranty
and requiring it to be remedied and stating that such notice is a notice of
default hereunder; or

                  (iv) there occurs the filing of a decree or order for relief
by a court having jurisdiction in the premises in respect of the Issuer or any
substantial part of the Trust Estate in an involuntary case under any applicable
federal or state bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Issuer or for any substantial part of
the Trust Estate, or ordering the winding-up or liquidation of the Issuer's
affairs, and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or

                  (v) there occurs the commencement by the Issuer of a voluntary
case under any applicable federal or state bankruptcy, insolvency or other
similar law now or hereafter in effect, or the consent by the Issuer to the
entry of an order for relief in an involuntary case under any such law, or the
consent by the Issuer to the appointment or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of
the Issuer or for any substantial part of the assets of the Trust Estate, or the
making by the Issuer of any general assignment for the benefit of creditors, or
the failure by the Issuer generally to pay its debts as such debts become due,
or the taking of any action by the Issuer in furtherance of any of the
foregoing.

         EVENT OF LIQUIDATION: Following the occurrence of an Event of Default
under the Indenture, as evidenced by a written notice provided to the Owner
Trustee, the Depositor and the Issuer that all conditions precedent to the sale
or other liquidation of the Trust Estate pursuant to Section 5.04 of the
Indenture have been satisfied.

         EVENT OF SERVICER TERMINATION: With respect to the Servicing Agreement,
a Servicing Default as defined in Section 7.01 of the Servicing Agreement.

         EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.

         EXPENSE ADJUSTED MORTGAGE RATE: For any Loan and any Payment Date, the
applicable mortgage rate thereon as of the first day of the month preceding the
month in which the Payment Date occurs minus the sum of (i) the Indenture
Trustee Fee Rate and (ii) the Servicing Fee Rate.

         EXPENSE ADJUSTED NET MAXIMUM MORTGAGE RATE: For any Loan and any
Payment Date, the per annum rate equal to the applicable maximum mortgage rate
(or the mortgage rate for such Loan in the case of any fixed-rate Loans) as of
the first day of the month preceding the month in which the Payment Date occurs
minus the sum of (i) the Indenture Trustee Fee Rate and (ii) the Servicing Fee
Rate.

         FANNIE MAE: The Federal National Mortgage Association, or any successor
thereto.

         FDIC: The Federal Deposit Insurance Corporation or any successor
thereto.

         FINAL PAYMENT DATE: With respect to a Class of Notes, the Payment Date
on which the final payment on such Notes is made hereunder by reason of all
principal, interest and other amounts due and payable on such Notes having been
paid or the Collateral having been exhausted.

         FINAL MATURITY DATE: ____________.

         FORECLOSURE PROFIT: With respect to a Liquidated Loan, the amount, if
any, by which (i) the aggregate of its Net Liquidation Proceeds exceeds (ii) the
related Loan Balance (plus accrued and unpaid interest thereon at the applicable
Mortgage Rate from the date interest was last paid through the date of receipt
of the final Liquidation Proceeds) of such Liquidated Loan immediately prior to
the final recovery of its Liquidation Proceeds.

         FORMULA RATE: For any Payment Date, the lesser of (a) LIBOR as of the
related LIBOR Rate Adjustment Date and (b) the related Maximum Cap Rate.

         FREDDIE MAC: The Federal Loan Mortgage Corporation, or any successor
thereto.

         GRANT: Pledge, bargain, sell, warrant, alienate, remise, release,
convey, assign, transfer, create, and grant a lien upon and a security interest
in and right of set-off against, deposit, set over and confirm pursuant to the
Indenture. A Grant of the Collateral or of any other agreement or instrument
shall include all rights, powers and options (but none of the obligations) of
the granting party thereunder, including the immediate and continuing right to
claim for, collect, receive and give receipt for principal and interest payments
in respect of such collateral or other agreement or instrument and all other
moneys payable thereunder, to give and receive notices and other communications,
to make waivers or other agreements, to exercise all rights and options, to
bring proceedings in the name of the granting party or otherwise, and generally
to do and receive anything that the granting party is or may be entitled to do
or receive thereunder or with respect thereto.

         HOLDER: Any of the Noteholders or Certificateholders.

         HUD: The United States Department of Housing and Urban Development and
any successor thereto.

         INDEMNIFIED PARTY: The meaning specified in Section 7.02 of the Owner
Trust Agreement.

         INDENTURE: This Indenture, dated as of _________________, between the
Issuer, as debtor, and the Indenture Trustee, as indenture trustee.

         INDENTURE TRUSTEE: [Name of Indenture Trustee], and its successors and
assigns or any successor indenture trustee appointed pursuant to the terms of
the Indenture.

         INDENTURE TRUSTEE FEE: With respect to each Payment Date, the amount of
compensation payable to the Indenture Trustee for the performance of its
obligations under this Agreement in the sum of the following with respect to
each Loan: the product of the Indenture Trustee Fee Rate and the same principal
amount on which interest on such Loan accrues for the prior calendar month.

         INDENTURE TRUSTEE FEE RATE: With respect to any Loan, _____% per annum.

         INDEPENDENT: When used with respect to any specified Person, the Person
(i) is in fact independent of the Issuer, any other obligor on the Notes, the
Sellers, the Issuer, the Depositor and any Affiliate of any of the foregoing
Persons, (ii) does not have any direct financial interest or any material
indirect financial interest in the Issuer, any such other obligor, the Sellers,
the Issuer, the Depositor or any Affiliate of any of the foregoing Persons and
(iii) is not connected with the Issuer, any such other obligor, the Seller, the
Depositor or any Affiliate of any of the foregoing Persons as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.

         INDEPENDENT CERTIFICATE: A certificate or opinion to be delivered to
the Indenture Trustee under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 10.01 of the Indenture,
made by an Independent appraiser or other expert appointed by an Issuer Order
and approved by the Indenture Trustee in the exercise of reasonable care, and
such opinion or certificate shall state that the signer has read the definition
of "Independent" in this Indenture and that the signer is Independent within the
meaning thereof.

         INITIAL NOTE  BALANCE: $ __________.

         INSOLVENCY EVENT: With respect to a specified Person, (a) the filing of
a decree or order for relief by a court having jurisdiction in the premises in
respect of such Person or any substantial part of its property in an involuntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official for such Person or for any substantial
part of its property, or ordering the winding-up or liquidation of such Person's
affairs, and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or (b) the commencement by such Person of a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or the consent by such Person to the entry of an
order for relief in an involuntary case under any such law, or the consent by
such Person to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for
such Person or for any substantial part of its property, or the making by such
Person of any general assignment for the benefit of creditors, or the failure by
such Person generally to pay its debts as such debts become due or the admission
by such Person in writing (as to which the Indenture Trustee shall have notice)
of its inability to pay its debts generally, or the adoption by the Board of
Directors or managing member of such Person of a resolution which authorizes
action by such Person in furtherance of any of the foregoing.

         INSURANCE PROCEEDS: Proceeds paid by any insurer pursuant to any
insurance policy covering a Loan which are required to be remitted to the
Servicer, or amounts required to be paid by the Servicer pursuant to the next to
last sentence of Section 3.09 of the Servicing Agreement, net of any component
thereof (i) covering any expenses incurred by or on behalf of the Servicer in
connection with obtaining such proceeds, (ii) that is applied to the restoration
or repair of the related Mortgaged Property, (iii) released to the Mortgagor in
accordance with the Servicer's normal servicing procedures or (iv) required to
be paid to any holder of a mortgage senior to such Loan

         INTEREST ACCRUAL PERIOD: For any Payment Date, the period from and
including the immediately preceding Payment Date (or the Closing Date, in the
case of the first Interest Accrual Period) to and including the day immediately
preceding the related Payment Date.

         INTEREST PAYMENT AMOUNT: For any Payment Date, an amount equal to the
sum of (i) interest accrued during the related Interest Accrual Period on the
outstanding Note Balance at the Interest Rate for such Payment Date, plus (ii)
all interest accrued for prior Interest Accrual Periods but not paid on the
related Payment Dates or any Payment Dates subsequent thereto (together with
interest thereon at the Interest Rate).

         INTEREST RATE: For any Payment Date, shall equal the lesser of (a) the
related Formula Rate and (b) the related Available Funds Cap Rate for such class
for such Payment Date. Interest in respect of any Payment Date will accrue
during the related Interest Accrual Period on the basis of a 360-day year and
the actual number of days elapsed.

         INVESTMENT ACCOUNT: As defined in Section 3.06 of the Servicing
Agreement.

         ISSUER, OWNER TRUST OR TRUST: The GE-WMC Owner Trust Series ____-__, a
Delaware statutory trust, or its successor in interest.

         ISSUER REQUEST: A written order or request signed in the name of the
Issuer by any one of its Authorized Officers and delivered to the Indenture
Trustee.

         LIBOR:  As defined in Section 3.27 of the Indenture

         LIBOR BUSINESS DAY: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in the city of London, England or New
York, New York are required or authorized by law to be closed.

         LIBOR RATE ADJUSTMENT DATE: With respect to the first Payment Date, the
second LIBOR Business Day preceding the Closing Date, and thereafter, the second
LIBOR Business Day preceding each Payment Date.

         LIEN: Any mortgage, deed of trust, pledge, conveyance, hypothecation,
assignment, participation, deposit arrangement, encumbrance, lien (statutory or
other), preference, priority right or interest or other security agreement or
preferential arrangement of any kind or nature whatsoever, including, without
limitation, any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the
foregoing and the filing of any financing statement under the UCC (other than
any such financing statement filed for informational purposes only) or
comparable law of any jurisdiction to evidence any of the foregoing; provided,
however, that any assignment pursuant to Section 6.02 of the Servicing Agreement
shall not be deemed to constitute a Lien.

         LIQUIDATED LOAN: With respect to any Payment Date, any Loan in respect
of which the Servicer has determined, in accordance with the servicing
procedures specified in the Servicing Agreement, as of the end of the related
Prepayment Period that substantially all Liquidation Proceeds which it
reasonably expects to recover, if any, with respect to the disposition of the
related REO have been recovered. In addition, the Servicer will treat any Loan
that is 180 days or more delinquent as having been finally liquidated.

         LOAN: A mortgage loan listed on the Loan Schedule and constituting part
of the corpus of the Trust, which mortgage loan has been sold by the Originator
and the Seller, each under the related Loan Purchase Agreement, together with
the Related Documents.

         LOAN FILE: The file containing the Related Documents pertaining to a
particular Loan and any additional documents required to be added to the Loan
File pursuant to the Loan Purchase Agreements or the Servicing Agreement.

         LOAN PURCHASE AGREEMENT: Either the loan purchase agreement dated
______________ between [Name of Seller] as seller and [___________] as purchaser
or the loan purchase agreement dated ______________ between [Name of Originator]
as seller and [Name of Seller] as purchaser, as the context requires.

         LOAN RATE: With respect to any Loan and any day, the per annum rate of
interest set forth in the related Mortgage Note.

         LOAN SCHEDULE: The initial schedule of Loans as of the Cut-off Date set
forth in Exhibit A of the Servicing Agreement, which schedule sets forth as to
each Loan, among other things:

                  (i) the Loan identifying number;

                  (ii) the street address of the Mortgaged Property including
state, city and zip code;

                  (iii) the maturity of the Mortgage Note;

                  (iv) the Loan Rate;

                  (v) the Principal Balance at origination;

                  (vi) the type of property securing the Mortgage Note;

                  (vii) the appraised value;

                  (viii) the initial Monthly Payment of principal, if any, and
interest;

                  (ix) the Cut-off Date Loan Balance;

                  (x) the Combined Loan-to-Value Ratio at origination;

                  (xi) the date of the Mortgage Note;

                  (xii) the original term to maturity of the Loan;

                  (xiii) under the column "OCCP CODE," a code indicating whether
the Loan is secured by a non-owner occupied residence;

                  (xiv) the Principal Balance of any Loan senior thereto;

                  (xv) the Credit Score;

                  (xvi) the debt to income ratio;

                  (xvii) product code;

                  (xviii) loan purpose; and

                  (xix) the lien position of the related Mortgage.

Such schedule may consist of multiple reports that collectively set forth all of
the information required.

         LOST NOTE AFFIDAVIT: With respect to any Loan as to which the original
Mortgage Note has been permanently lost or destroyed and has not been replaced,
an affidavit from the related Seller certifying that the original Mortgage Note
has been lost, misplaced or destroyed (together with a copy of the related
Mortgage Note).

         MAJORITY NOTEHOLDERS: At any date of determination, the Holders of
Notes representing not less than a majority of the Note Balances of all Notes
then Outstanding.

         MAXIMUM CAP RATE for any Payment Date is calculated in the same manner
as the related Available Funds Cap Rate, but based on the Expense Adjusted Net
Maximum Mortgage Rates of the Loans rather than the Expense Adjusted Net
Mortgage Rates of the Loans plus the excess, if any, of the then applicable
maximum rate set forth in the related Cap Contract over the then applicable
strike rate set forth in such Cap Contract (such excess to be adjusted if the
Note Balance of the applicable Notes exceeds the applicable notional balance for
such Payment Date).

         MAXIMUM INTEREST RATE: ___% per annum.

         MONTHLY PAYMENT: With respect to any Loan and any Due Date, the payment
of principal and interest due thereon in accordance with the amortization
schedule at the time applicable thereto (after adjustment, if any, for partial
Principal Prepayments and for Deficient Valuations occurring prior to such Due
Date but before any adjustment to such amortization schedule by reason of any
bankruptcy, other than a Deficient Valuation, or similar proceeding or any
moratorium or similar waiver or grace period).

         MOODY'S: Moody's Investors Service, Inc. or its successor in interest.

         MORTGAGE: The mortgage, deed of trust or other instrument creating a
first, second or third lien on an estate in fee simple or leasehold interest in
real property securing a Loan.

         MORTGAGE FILE: The file containing the Related Documents pertaining to
a particular Loan and any additional documents required to be additional
documents required to be added to the Mortgage File pursuant to the Loan
Purchase Agreements or the Servicing Agreement.

         MORTGAGE NOTE: With respect to a Loan, the mortgage note pursuant to
which the related mortgagor agrees to pay the indebtedness evidenced thereby and
secured by the related Mortgage as modified or amended.

         MORTGAGED PROPERTY: The underlying property or interest therein,
including real property and improvements thereon, securing a Loan.

         MORTGAGOR: The obligor or obligors under a Mortgage Note.

         NATIONAL HOUSING ACT: The National Housing Act of 1934, as amended.

         NET LIQUIDATION PROCEEDS: All amounts, net of unreimbursed and
reasonable out-of-pocket expenses received and retained in connection with the
liquidation of defaulted loans, through insurance or condemnation proceedings,
by foreclosure or otherwise, together with any net proceeds received on a
monthly basis with respect to any properties acquired on behalf of the
Noteholders by foreclosure or deed in lieu of foreclosure.

         NET LOAN RATE: With respect to any Loan and any day, the related Loan
Rate less the sum of the related Servicing Fee Rate and Indenture Trustee Fee
Rate.

         NET WAC RATE CARRYOVER AMOUNT: For a Class of Class A Notes and any
Payment Date, the sum of:

                  (1) the excess, if any, of (x) the amount calculated pursuant
to clause (i) of the definition of Interest Payment Amount for such Payment Date
over (y) the amount calculated pursuant to clause (i) of the definition of
Interest Payment Amount for such Payment Date, calculated using the Available
Funds Cap Rate for the applicable Payment Date;

                  (2) any Net WAC Rate Carryover Amount remaining unpaid from
prior Payment Dates, and

                  (3) 30 days interest on the amount in clause (2) at the
Interest Rate for such Payment Date.

         NET WAC RATE CARRYOVER RESERVE ACCOUNT: As defined in Section 3.30

         NONRECOVERABLE ADVANCE: Any P&I Advance previously made or proposed to
be made in respect of a Loan or REO Property that, in the good faith business
judgment of the Servicer, will not or, in the case of a proposed P&I Advance,
would not be ultimately recoverable from related late collections, Insurance
Proceeds or Liquidation Proceeds on such Loan or REO Property as provided in the
Servicing Agreement.

         NONRECOVERABLE SERVICING ADVANCE: Any Servicing Advance previously made
or proposed to be made in respect of a Loan or REO Property that, in the good
faith business judgment of the Servicer, will not or, in the case of a proposed
Servicing Advance, would not be ultimately recoverable from related late
collections, Insurance Proceeds or Liquidation Proceeds on such Loan or REO
Property as provided in the Servicing Agreement.

         NON-UNITED STATES PERSON: Any Person other than a United States Person.

         NOTE ACCOUNT: The account established by the Indenture Trustee pursuant
to Section 8.02 of the Indenture. Amounts deposited in the Note Account will be
distributed by the Indenture Trustee in accordance with Section 3.05 of the
Indenture.

         NOTE BALANCE: The note principal balance of a Note outstanding at any
time represents the then maximum amount that the Holder thereof is entitled to
receive as distributions allocable to principal from the cash flow on the Loans
and the other assets in the trust fund. The Note Balance of any Class of notes
as of any date of determination is equal to the Initial Note Balance thereof
reduced by the aggregate of all amounts allocable to principal previously
distributed with respect to such Note.

         NOTE MARGIN: with respect to the Class A Notes will be the percentages
set forth below.

                                              Note Margin
                                    ---------------------------------
                   Class               (1) (%)             (2) (%)
               ---------------       -----------         -----------
                     A

               -------------
               (1) For the Interest Accrual Period for each Payment Date on
                   or prior to the Optional Redemption Date.
               (2) For each other Interest Accrual Period.

         NOTE REGISTER: The register maintained by the Note Registrar in which
the Note Registrar shall provide for the registration of Notes and of transfers
and exchanges of Notes.

         NOTE REGISTRAR: The Indenture Trustee, in its capacity as Note
Registrar.

         NOTEHOLDER: The Person in whose name a Note is registered in the Note
Register, except that, any Note registered in the name of the Depositor, the
Issuer or the Indenture Trustee or any Affiliate of any of them shall be deemed
not to be outstanding and the registered holder will not be considered a
Noteholder or holder for purposes of giving any request, demand, authorization,
direction, notice, consent or waiver under the Indenture or the Owner Trust
Agreement provided that, in determining whether the Indenture Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Notes that the Indenture Trustee or the Owner
Trustee knows to be so owned shall be so disregarded. Owners of Notes that have
been pledged in good faith may be regarded as Holders if the pledgee establishes
to the satisfaction of the Indenture Trustee or the Owner Trustee the pledgee's
right so to act with respect to such Notes and that the pledgee is not the
Issuer, any other obligor upon the Notes or any Affiliate of any of the
foregoing Persons.

         NOTES: The Notes issued and outstanding at any time pursuant to the
Indenture.

         OFFICER'S CERTIFICATE: With respect to the Servicer, a certificate
signed by the President, Managing Director, a Director, a Vice President or an
Assistant Vice President, of the Servicer and delivered to the Indenture
Trustee. With respect to the Issuer, a certificate signed by any Authorized
Officer of the Issuer, under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 10.01 of the Indenture,
and delivered to the Indenture Trustee. Unless otherwise specified, any
reference in the Indenture to an Officer's Certificate shall be to an Officer's
Certificate of any Authorized Officer of the Issuer or the Servicer.

         OPINION OF COUNSEL: A written opinion of counsel. Any Opinion of
Counsel for the Servicer may be provided by in-house counsel for the Servicer if
reasonably acceptable to the Indenture Trustee and the Rating Agencies or
counsel for the Depositor, as the case may be.

         OPTIONAL REDEMPTION: The right of the Servicer to purchase the Loans
after the aggregate Principal Balance of the Loans as of the end of the related
Due Period is equal to or less than [__%] of the Cut-off Date Balance, pursuant
to Section 8.08 of the Servicing Agreement.

         OPTIONAL REDEMPTION DATE: The Payment Date on which the Servicer
exercises its Optional Termination Right.

         ORIGINATOR:  __________.

         OUTSTANDING: With respect to the Notes, as of the date of
determination, all Notes theretofore executed, authenticated and delivered under
this Indenture except:

                  (i) Notes theretofore cancelled by the Note Registrar or
delivered to the Indenture Trustee for cancellation; and

                  (ii) Notes in exchange for or in lieu of which other Notes
have been executed, authenticated and delivered pursuant to the Indenture unless
proof satisfactory to the Indenture Trustee is presented that any such Notes are
held by a holder in due course.

         OUTSTANDING LOAN: As to any Payment Date, a Loan which was not (i) the
subject of a Principal Prepayment in full during any preceding Prepayment
Period, (ii) purchased, deleted or substituted for during any preceding
Prepayment Period pursuant to the Servicing Agreement or (iii) a Liquidated Loan
during any preceding Prepayment Period as of such Payment Date.

         OVERCOLLATERALIZED AMOUNT: For any Payment Date, the excess, if any, of
(a) the aggregate principal balance of the Loans immediately following such
Payment Date over (b) the sum of the aggregate Note Balances of the Class A
Notes, after taking into account the payment of the Principal Remittance Amount
on such Payment Date.

         OVERCOLLATERALIZATION INCREASE AMOUNT: For any Payment Date, is the
amount by which the Required Overcollateralized Amount exceeds the
Overcollateralized Amount as of such Payment Date.

         OVERCOLLATERALIZED REDUCTION AMOUNT: For any Payment Date, is the
amount by which the Overcollateralized Amount exceeds the Required
Overcollateralized Amount after taking into account all other distributions to
be made on such Payment Date.

         OWNER TRUST: GE-WMC Owner Trust Series ____-__, created by the
Certificate of Trust pursuant to the Owner Trust Agreement.

         OWNER TRUST AGREEMENT: The Owner Trust Agreement, dated as of
______________, between the Owner Trustee and the Depositor.

         OWNER TRUSTEE: [Name of Owner Trustee], not in its individual capacity
but solely as Owner Trustee of the Trust, and its successors and assigns or any
successor owner trustee appointed pursuant to the terms of the Owner Trust
Agreement.

         OWNER TRUSTEE FEE: As defined in Section 7.01 of the Owner Trust
Agreement.

         OWNER TRUST ESTATE: The corpus of the Issuer created by the Owner Trust
Agreement which consists of the Loans.

         P&I ADVANCE: As defined in Section 5.01 of the Servicing Agreement.

         PAYING AGENT: (i) With respect to the Indenture, any paying agent or
co-paying agent appointed pursuant to Section 3.03 of the Indenture, which
initially shall be the Indenture Trustee.

         PAYMENT DATE: The 25th day of each month, or if such day is not a
Business Day, then the next Business Day.

         PAYMENT DATE STATEMENT: As defined in Section 3.25 of the Indenture.

         PERCENTAGE INTEREST: With respect to any Note, the percentage obtained
by dividing the Note Balance of such Note by the aggregate of the Note Balances
of all Notes of the same Class.

         PERMITTED INVESTMENTS: One or more of the following:

                  (i) obligations of or guaranteed as to principal and interest
by the United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United States;

                  (ii) repurchase agreements on obligations specified in clause
(i) maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of the party agreeing to repurchase such
obligations are at the time rated by each Rating Agency in its highest
short-term rating available;

                  (iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an original
maturity of not more than 90 days and, in the case of bankers' acceptances,
shall in no event have an original maturity of more than 365 days or a remaining
maturity of more than 30 days) denominated in United States dollars of any U.S.
depository institution or trust company incorporated under the laws of the
United States or any state thereof or of any domestic branch of a foreign
depository institution or trust company; provided that the debt obligations of
such depository institution or trust company (or, if the only Rating Agency is
Standard & Poor's, in the case of the principal depository institution in a
depository institution holding company, debt obligations of the depository
institution holding company) at the date of acquisition thereof have been rated
by each Rating Agency in its highest short-term rating available; and provided
further that, if the only Rating Agency is Standard & Poor's and if the
depository or trust company is a principal subsidiary of a bank holding company
and the debt obligations of such subsidiary are not separately rated, the
applicable rating shall be that of the bank holding company; and, provided
further that, if the original maturity of such shortterm obligations of a
domestic branch of a foreign depository institution or trust company shall
exceed 30 days, the short-term rating of such institution shall be A-1+ in the
case of Standard & Poor's if Standard & Poor's is the Rating Agency;

                  (iv) commercial paper (having original maturities of not more
than 365 days) of any corporation incorporated under the laws of the United
States or any state thereof which on the date of acquisition has been rated by
each Rating Agency in its highest short-term rating available; provided that
such commercial paper shall have a remaining maturity of not more than 30 days;

                  (v) a money market fund or a qualified investment fund rated
by each Rating Agency in its highest long-term rating available; and

                  (vi) other obligations or securities that are acceptable to
each Rating Agency as a Permitted Investment hereunder and will not reduce the
rating assigned to any Securities by such Rating Agency below the lower of the
then-current rating or the rating assigned to such Securities as of the Closing
Date by such Rating Agency, as evidenced in writing, provided that if the
Servicer or any other Person controlled by the Servicer is the issuer or the
obligor of any obligation or security described in this clause (vi) such
obligation or security must have an interest rate or yield that is fixed or is
variable based on an objective index that is not affected by the rate or amount
of losses on the Loans;

provided, however, that no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations References herein to the highest rating available on unsecured
long-term debt shall mean AAA (or the equivalent in the case of Moody's), and
references herein to the highest rating available on unsecured commercial paper
and short-term debt obligations shall mean A-1 (or the equivalent in the case of
Moody's).

         PERSON: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

         PHYSICAL NOTE: Any note issued in fully registered, certificated form.

         PREDECESSOR NOTE: With respect to any particular Note, every previous
Note evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purpose of this definition, any Note authenticated
and delivered under Section 4.03 of the Indenture in lieu of a mutilated, lost,
destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

         PREPAYMENT ASSUMPTION: __% CPR.

         PREPAYMENT INTEREST SHORTFALL: With respect to any Payment Date, for
each Loan that was the subject of a principal prepayment in full during the
portion of the related Prepayment Period occurring between the first day of the
related Prepayment Period and the last day of the calendar month preceding the
month in which such Payment Date occurs, an amount equal to interest at the
applicable Net Loan Rate on the amount of such principal prepayment for the
number of days from and including the day after the last date on which interest
is collected from the related Mortgagor to and including the last day of the
calendar month preceding such Payment Date.

         PREPAYMENT PERIOD: With respect to any Payment Date, the period from
and including the day after the Determination Date in the calendar month
preceding the calendar month in which such Payment Date occurs (or, in the case
of the first Payment Date, from and including ______) to and including the
Determination Date in the calendar month in which such Payment Date occurs.

         PRINCIPAL BALANCE: For any Loan as of any Determination Date, is equal
to its outstanding principal balance as of the Cut-off Date, reduced by the
principal received on or before the Due Date in the Due Period immediately
preceding such Determination Date.

          PRINCIPAL PAYMENT AMOUNT: The Principal Payment Amount for (1) any
Payment Date prior to the Stepdown Date or on which a Trigger Event is in effect
will be the lesser of:

                  (a) the excess of the Available Amount over the aggregate of
          the Interest Payment Amounts for the notes; and

                  (b) the sum of :

                           (i)      the Principal Remittance Amount for such
                                    Payment Date; and

                           (ii)     the amount of any Overcollateralization
                                    Increase Amount for such Payment Date;

                           minus

                           (iii)    the amount of any Overcollateralization
                                    Reduction Amount for such Payment Date;

         and (2) for any Payment Date on or after the Stepdown Date and on which
a Trigger Event is not in effect, will be an amount equal to the lesser of (A)
the Note Balance of the Class A Notes immediately preceding such Payment Date
and (B) the excess of (x) the Note Balance of the Class A Notes immediately
prior to such Payment Date over (y) the lesser of (A) the product of (i)
approximately _____% and (ii) the aggregate principal balance of the Loans as of
the last day of the related Due Period and (B) the aggregate principal balance
of the Loans as of the last day of the related Due Period minus approximately
$_________.

         PRINCIPAL REMITTANCE AMOUNT:  For any Payment Date, the sum of:

                  (i) the principal portion of all Monthly Payments on the Loans
due during the related Due Period, whether or not received on or prior to the
related Determination Date;

                  (ii) the principal portion of all proceeds received in respect
of the repurchase of a Loan (or, in the case of a substitution, certain amounts
representing a principal adjustment) as required by the related Loan Purchase
Agreement during the related Prepayment Period;

                  (iii) the principal portion of all other unscheduled
collections, including insurance proceeds, liquidation proceeds and all full and
partial principal prepayments, received during the related Prepayment Period, to
the extent applied as recoveries of principal on the Loans.

         PROCEEDING: Any suit in equity, action at law or other judicial or
administrative proceeding.

         PROSPECTUS SUPPLEMENT: The Prospectus Supplement, dated _____, relating
to the public offering of the Class A Notes.

         PURCHASE PRICE: The meaning specified in Section ___ of the Loan
Purchase Agreements.

         QUALIFIED INSURER: A mortgage guaranty insurance company duly qualified
as such under the laws of the state of its principal place of business and each
state having jurisdiction over such insurer in connection with the insurance
policy issued by such insurer, duly authorized and licensed in such states to
transact a mortgage guaranty insurance business in such states and to write the
insurance provided by the insurance policy issued by it, approved as an insurer
by the Servicer and as a FNMA-approved mortgage insurer.

         RATING AGENCY: Any nationally recognized statistical rating
organization, or its successor, that rated the Securities at the request of the
Depositor at the time of the initial issuance of the Securities. Initially,
[Moody's and S&P]. If such organization or a successor is no longer in
existence, "Rating Agency" shall be such nationally recognized statistical
rating organization, or other comparable Person, designated by the Depositor,
notice of which designation shall be given to the Indenture Trustee. References
herein to the highest short term unsecured rating category of a Rating Agency
shall mean A-1+ or better in the case of S&P and P-1 or better in the case of
Moody's and in the case of any other Rating Agency shall mean such equivalent
ratings. References herein to the highest long-term rating category of a Rating
Agency shall mean "AAA" in the case of S&P and "Aaa" in the case of Moody's and
in the case of any other Rating Agency, such equivalent rating.

         REALIZED LOSS: With respect to each Liquidated Loan, an amount (not
less than zero) equal to (i) the Principal Balance of the Loan as of the date
the Loan becomes a Liquidated Loan, plus (ii) interest at the Net Loan Rate from
the Due Date as to which interest was last paid to Noteholders up to the last
day of the month in which the Loan becomes a Liquidated Loan on the Principal
Balance of such Loan outstanding during each Prepayment Period that such
interest was not paid, minus (iii) the proceeds, if any, received during the
month in which such Loan becomes a Liquidated Loan, to the extent applied as
recoveries of interest at the Net Loan Rate and to principal of the Loan, net of
the portion thereof reimbursable to the Servicer or any Subservicer with respect
to related expenses as to which the Servicer or Subservicer is entitled to
reimbursement thereunder but which have not been previously reimbursed.

         RECORD DATE: With respect to the Notes and any Payment Date, the
Business Day next preceding such Payment Date and with respect to the
Certificate and any Payment Date, the last Business Day of the month preceding
the month of such Payment Date.

         REFERENCE BANK RATE: With respect to any Interest Period, as follows:
the arithmetic mean (rounded upwards, if necessary, to the nearest one sixteenth
of a percent) of the offered rates for United States dollar deposits for one
month which are offered by the Reference Banks as of 11:00 A.M., London, England
time, on the second LIBOR Business Day prior to the first day of such Interest
Period to prime banks in the London interbank market for a period of one month
in amounts approximately equal to the sum of the outstanding Note Balance of the
Class A Notes; provided that at least such Reference Banks provide such rate. If
fewer than two offered rates appear, the Reference Bank Rate will be the
arithmetic mean of the rates quoted by one or more major banks in New York City,
selected by the Indenture Trustee after consultation with the Servicer, as of
11:00 a.m., New York time, on such date for loans in U.S. Dollars to leading
European Banks for a period of one month in amounts approximately equal to the
aggregate outstanding Principal Balance of the Class A Notes. If no such
quotations can be obtained, the Reference Bank Rate shall be the Reference Bank
Rate applicable to the preceding Interest Period.

         REFERENCE BANKS: _________.

         REGISTERED HOLDER: The Person in whose name a Note is registered in the
Note Register on the applicable Record Date.

         REGULATION AB: Subpart 229.1100 - Asset Backed Securities (Regulation
AB), 17 C.F.R. ss.ss. 229.1100-229, 1123, as amended from time to time.

         RELIEF ACT: The Servicemembers Civil Relief Act or any applicable state
law providing similar relief.

         RELIEF ACT INTEREST SHORTFALL: With respect to any Payment Date and any
Loan, any reduction in the amount of interest collectible on such Loan for the
most recently ended calendar month as a result of the application of the Relief
Act.

         RELATED DOCUMENTS: With respect to each Loan, the documents specified
in Section 2.1(c) of the Loan Purchase Agreement and any documents required to
be added to such documents pursuant to the Loan Purchase Agreement, or the
Servicing Agreement.

         REO OR REO PROPERTY: A Mortgaged Property that is acquired by the
Issuer in foreclosure or by deed in lieu of foreclosure or other proceeding.

         REPURCHASE PRICE: With respect to any Loan required to be repurchased
on any date pursuant to the Loan Purchase Agreement or purchased by the Servicer
pursuant to the Servicing Agreement, an amount equal to the sum of (i) 100% of
the Loan Balance thereof (without reduction for any amounts charged off) and
(ii) unpaid accrued interest at the Loan Rate (or with respect to the last day
of the month in the month of repurchase, the Loan Rate will be the Loan Rate in
effect as to second to last day in such month) on the outstanding principal
balance thereof from the Due Date to which interest was last paid by the
Mortgagor to the first day of the month following the month of purchase.

         REQUIRED OVERCOLLATERALIZATION AMOUNT: For any Payment Date (x) prior
to the Stepdown Date, the greater of (i) ___% of the Aggregate Loan Balance as
of the Cut-off Date or (ii) ____, and (y) after the Stepdown Date, the greater
of (i) ___% of the Aggregate Loan Balance as of the Cut-off Date or (ii) ____.

         RESPONSIBLE OFFICER: With respect to the Indenture Trustee, any officer
of the Indenture Trustee with direct responsibility for the administration of
the Owner Trust Agreement and also, with respect to a particular matter, any
other officer to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.

         SECURITIES ACT: The Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder.

         SECURITY: Any of the Certificates or Notes.

         SECURITY INSTRUMENT: A written instrument creating a valid first lien
on a Mortgaged Property securing a Mortgage Note, which may be any applicable
form of mortgage, deed of trust, deed to secure debt or security deed, including
any riders or addenda thereto.

         SECURITYHOLDER OR HOLDER: Any Noteholder or a Certificateholder.

         SELLER: [Name of Seller].

         SENIOR PERCENTAGE: For any Payment Date, be the percentage obtained by
dividing (x) the aggregate Note Balance of the Class A Notes by (y) the
aggregate principal balance of the Loans as of the last day of the related Due
Period

         SENIOR PRINCIPAL PAYMENT AMOUNT: For any Payment Date on or after the
Stepdown Date with respect to such Payment Date, will be the amount, if any, by
which (x) the Principal Balance of the Senior Notes immediately prior to such
Payment Date exceeds (y) the lesser of (A) the product of (i) approximately
____% and (ii) the Aggregate Loan Balance for such Payment Date and (B) the
amount, if any, by which (i) the Aggregate Loan Balance for such Payment Date
exceeds (ii) ____% of the Aggregate Loan Balance as of the Cut-off Date.

         SERVICER: [Name of Servicer], a ____________ corporation, and its
successors and assigns.

         SERVICING ADVANCE: As defined in Section 5.01 of the Servicing
Agreement.

         SERVICING AGREEMENT: The Servicing Agreement dated as of ___________ 1,
____ among the Issuer, the Servicer and the Indenture Trustee.

         SERVICING CERTIFICATE: A certificate completed and executed by a
Servicing Officer on behalf of the Servicer in accordance with Section 4.01 of
the Servicing Agreement.

         SERVICING DEFAULT: The meaning specified in Section 7.01 of the
Servicing Agreement.

         SERVICING FEE: With respect to any Loan and any Due Period, the product
of (i) the Servicing Fee Rate divided by 12 and (ii) the Loan Balance of such
Loan as of the first day of such Due Period.

         SERVICING FEE RATE: With respect to any Loan, ____% per annum.

         SERVICING OFFICER: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Loans whose name and
specimen signature appear on a list of servicing officers furnished to the
Indenture Trustee by the Servicer, as such list may be amended from time to
time.

         SINGLE NOTE: A Note in the amount of $1,000.

         STANDARD & POOR'S OR S&P: Standard & Poor's Ratings Services or its
successor in interest.

         STATED PRINCIPAL BALANCE:  As defined in the Prospectus Supplement.

         STATED VALUE: With respect to any Loan, the value of the related
Mortgaged Property as stated by the related Mortgagor in his or her application.

         STATUTORY TRUST STATUTE: Chapter 38 of Title 12 of the Delaware Code,
12 Del. Code ss.ss.3801 et seq., as the same may be amended from time to time.

         STEPDOWN DATE: For any Payment Date, the later to occur of (x) the
Payment Date occurring in ______________ and (y) the first Payment Date on which
the Senior Percentage (calculated for this purpose only after taking into
account distributions of principal on the Loans, but prior to any distribution
of principal to the holders of the notes then entitled to distributions of
principal on such Payment Date) is less than or equal to approximately _____%.

         SUBSEQUENT RECOVERIES: Unanticipated amounts received on a Liquidated
Loan that resulted in a Realized Loss in a prior month.

         SUBSERVICER: Any Person with whom the Servicer has entered into a
Subservicing Agreement as a Subservicer by the Servicer.

         SUBSERVICING ACCOUNT: An Eligible Account established or maintained by
a Subservicer as provided for in Section 6.07 of the Servicing Agreement.

         SUBSERVICING AGREEMENT: Any written contract between the Servicer and
any Subservicer relating to servicing and administration of certain Loans as
provided in Section 6.05 of the Servicing Agreement.

         SUBSERVICING FEE: With respect to any Due Period, any fee retained
monthly by the Subservicer which will be paid out of the Servicing Fee.

         SUBSTITUTION AMOUNT: The amount, if any, by which the Principal Balance
of a Loan required to be removed from the trust due to a breach of a
representation and warranty or defective documentation exceeds the Principal
Balance of the related substitute loan, plus unpaid interest accrued thereon.

         TERMINATION PRICE: With respect to the Optional Termination, an amount
equal to the greater of (i) the sum of the Aggregate Loan Balance and accrued
and unpaid interest thereon at the weighted average of the Net Loan Rates
through the day preceding the Payment Date on which such purchase occurs and
(ii) the sum of (a) the aggregate Note Balance of the Notes immediately prior to
the Payment Date on which such purchase occurs, (b) the aggregate of any Applied
Loss Amounts on the Notes remaining unpaid immediately prior to the Payment Date
on which such purchase occurs, (c) the aggregate of the Current Interest on the
Notes for the Payment Date on which such purchase occurs, and (d) the aggregate
of any Carryforward Interest on the Notes for the Payment Date on which such
purchase occurs.

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

         TRIGGER EVENT: A Trigger Event is in effect with respect to any Payment
Date, if (a) the percentage obtained by dividing (x) the rolling three month
average of the Principal Balance of Loans that are 60-days or more Delinquent
(including Loans in foreclosure, Loans with respect to which the related
Mortgaged Properties have been acquired by the Trust and Loans discharged due to
bankruptcy) by (y) the aggregate Stated Principal Balance of the Loans and REO
Properties, in each case, as of the last day of the previous calendar month,
exceeds ___% the aggregate Note Balance of the Class A Notes, or

         (b) the aggregate amount of Realized Losses incurred since the Cut-off
Date through the last day of the related Due Period (reduced by the aggregate
amount of the Subsequent Recoveries received since the Cut-off Date through the
last day of the related Due Period) divided by the sum of the aggregate
Principal Balance of the Loans as of the Cut-off Date exceeds the applicable
cumulative loss percentage described below:

               PAYMENT DATE OCCURRING IN        CUMULATIVE LOSS PERCENTAGE
             ----------------------------     ------------------------------




         TRUST: GE-WMC Owner Trust Series ____-__, created by the Certificate of
Trust pursuant to the Owner Trust Agreement.

         TRUSTEE ADDITIONAL EXPENSES: All reasonable expenses and disbursements
incurred or made by the Indenture Trustee or the Administrator in accordance
with any of the provisions of the Indenture or the Administration Agreement with
respect to: (A) the reasonable compensation and the expenses and disbursements
of its counsel not associated with the closing of the issuance of the Notes, (B)
the reasonable compensation, expenses and disbursements of any accountant,
engineer or appraiser that is not regularly employed by the Indenture Trustee or
the Administrator, to the extent that the Indenture Trustee or the Administrator
must engage such persons to perform acts or services hereunder, (C) printing and
engraving expenses in connection with preparing any Definitive Notes and (D) any
other reasonable expenses incurred other than in the ordinary course of its
business by the Indenture Trustee or the Administrator in connection with its
duties hereunder.

         TRUST ESTATE: The meaning specified in the Granting Clause of the
Indenture.

         TRUST INDENTURE ACT OR TIA: The Trust Indenture Act of 1939, as amended
from time to time, as in effect on any relevant date.

         UCC: The Uniform Commercial Code, as amended from time to time, as in
effect in any specified jurisdiction.

         UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after ______.

         UNITED STATES PERSON: A citizen or resident of the United States, a
corporation or a partnership (including an entity treated as a corporation or
partnership for United States federal income tax purposes) created or organized
in, or under the laws of, the United States or any State thereof or the District
of Columbia (except, in the case of a partnership, to the extent provided in
regulations).