UNDERWRITING AGREEMENT

                                                                     EXHIBIT 1.1



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

                            PASS-THROUGH CERTIFICATES
                              (Issuable in Series)

                              UNDERWRITING AGREEMENT


[REPRESENTATIVE]                                            New York, New York
[ADDRESS]                                                   [_________], 20[__]


Ladies and Gentlemen:

         GE-WMC Mortgage Securities, L.L.C., a limited liability company
organized and existing under the laws of the State of Delaware (the "Company"),
may offer for sale to you and each underwriter named in the related Terms
Agreement (as defined herein) (collectively, the "Underwriters") from time to
time its Pass-Through Certificates evidencing interests in a pool of mortgage
loans (the "Certificates"). The Certificates may be issued in various series,
and within each series, in one or more classes, in one or more offerings on
terms determined at the time of sale (each such series, a "Series" and each such
class, a "Class"). Each Series of the Certificates will be issued under a
separate Pooling and Servicing Agreement (each, a "Pooling and Servicing
Agreement") to be dated as of the applicable cut-off date (each, a "Cut-off
Date") among the Company, the servicer or master servicer named in the related
Terms Agreement (the "Servicer") and the trustee named in the related Terms
Agreement (the "Trustee"). Capitalized terms used but not defined herein shall
have the meanings given to them in the related Pooling and Servicing Agreement.

         The Certificates issued under a Pooling and Servicing Agreement will
represent the entire beneficial ownership interest in a trust fund (the "Trust
Fund") established by such Pooling and Servicing Agreement. The assets of the
related Trust Fund will consist primarily of a pool of non-prime, fixed-rate
and/or adjustable-rate, first and/or second lien, one- to four-family
residential mortgage loans (the "Mortgage Loans") having the original terms to
maturity specified in the related Terms Agreement referred to hereinbelow.
Pursuant to a mortgage loan purchase agreement, dated the issue date of the
Certificates sold to you (the "Originator Mortgage Loan Purchase Agreement"),
between WMC Mortgage Corp., as seller (the "Originator") and GE Mortgage
Holding, L.L.C. (the "Seller"), as purchaser, the Originator will sell to the
Seller all of its right, title and interest in and to the related Mortgage
Loans, including the scheduled principal balances of such Mortgage Loans as of
the applicable Cut-off Date and interest due after such Cut-off Date. Pursuant
to a mortgage loan purchase agreement, dated the issue date of the Certificates
sold to you (the "Seller Mortgage Loan Purchase Agreement"), between the Seller,
as seller and the Company, as purchaser, the Seller will sell to the Company all
of its right, title and interest in and to the related Mortgage Loans, including
the scheduled principal balances of such Mortgage Loans as of the applicable
Cut-off Date and interest due after such Cut-off Date. Pursuant to the related
Pooling and Servicing Agreement, the Company will sell to the related Trust Fund
all of its right, title and interest in and to the related Mortgage Loans,
including the scheduled principal balances of such Mortgage Loans as of the
applicable Cut-off Date and interest due after such Cut-off Date. If so
specified in the related Terms Agreement, one or more elections may be made to
treat the assets of each Trust Fund as a real estate mortgage investment conduit
(each, a "REMIC") for federal income tax purposes.

         The Certificates are more fully described in a Registration Statement
(as defined below) which the Company has made available to the Underwriters as
of the Applicable Time relating to each Terms Agreement.

         Whenever the Company determines to make an offering of Certificates
(each, a "Certificate Offering") pursuant to this Agreement through you, it will
enter into an agreement with you which shall be substantially in the form of
Exhibit A hereto (the "Terms Agreement") providing for the sale of specified
Classes of Offered Certificates (as defined below) to, and the purchase and
public offering thereof by, each of you acting as a representative of the
several Underwriters (in such capacity you are hereinafter referred to as the
"Representatives"). If only one Underwriter is named in the Terms Agreement, the
terms "Underwriter," "Underwriters," "Representative" and "Representatives"
shall refer to that named Underwriter. Each such Certificate Offering which the
Company elects to make pursuant to this Agreement shall be governed by this
Agreement, as supplemented by the related Terms Agreement. Each Terms Agreement
shall specify, among other things, the Classes of Certificates to be purchased
by the Underwriters (the "Offered Certificates"), the principal balance or
balances of the Offered Certificates, each subject to any stated variance, the
names of the Underwriters participating in such Certificate Offering and the
price or prices at which such Offered Certificates are to be purchased by the
Underwriters from the Company.

         1. Representations and Warranties. The Company represents and warrants
to and agrees with the Underwriters, as of the date of the related Terms
Agreement, that:

         (a) The registration statement specified in the related Terms
Agreement, on Form S-3, including a prospectus, has been filed with the
Securities and Exchange Commission (the "Commission") for the registration under
the Securities Act of 1933, as amended (the "Act"), of pass-through certificates
issuable in series, which registration statement has been declared effective by
the Commission. Such registration statement, as amended to the date of the
related Terms Agreement, including any documents incorporated by reference
therein pursuant to Item 12 of Form S-3 under the Act that were filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") on or before
the effective date of the Registration Statement, is hereinafter called the
"Registration Statement," and such prospectus (the "Base Prospectus"), as such
prospectus is supplemented by a prospectus supplement relating to the Offered
Certificates of the related Series, each in the form first filed after the date
of the related Terms Agreement pursuant to Rule 424(b) under the Act, including
any documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the Act that were filed under the Exchange Act on or before the date of
such prospectus supplement (other than those relating to Underwriter Materials
(as defined herein)) (such prospectus supplement, including such incorporated
documents and any information that is deemed retroactively to be a part of the
Registration Statement pursuant to Rule 430A under the Act (other than those
that relate to Underwriter Materials), in the form filed after the date of the
related Terms Agreement pursuant to Rule 424(b) and that discloses the public
offering price and other final terms of the Offered Certificates, the
"Prospectus Supplement"), is hereinafter called the "Prospectus." The Company,
if so specified in the related Terms Agreement, also will prepare and file with
the Commission pursuant to Rule 424 the preliminary prospectus supplement
specified in the Terms Agreement relating to the Offered Certificates of the
related Series (the "Preliminary Prospectus Supplement" and, together with the
Base Prospectus, the "Preliminary Prospectus"). Any reference herein to the
terms "amend," "amendment" or "supplement" with respect to the Registration
Statement, the Base Prospectus, the Preliminary Prospectus Supplement or the
Prospectus Supplement shall be deemed to refer to and include the filing of any
document under the Exchange Act after the effective date of the Registration
Statement or the date of the Prospectus or any Preliminary Prospectus, as the
case may be, deemed to be incorporated therein by reference pursuant to Item 12
of Form S-3 under the Act. "Applicable Time" means the time of the Contract of
Sale (as used in Rule 159).

         (b) The related Registration Statement, at the time it became
effective, and the prospectus contained therein, and any amendments thereof and
supplements thereto filed prior to the date of the related Terms Agreement,
conformed in all material respects to the requirements of the Act and the rules
and regulations of the Commission thereunder; on the date of the related Terms
Agreement and on each Closing Date (as defined in Section 3 below), the related
Registration Statement, the related Preliminary Prospectus and the related
Prospectus, and any amendments thereof and supplements thereto, will conform in
all material respects to the requirements of the Act and the rules and
regulations of the Commission thereunder; such Registration Statement, at the
time it became effective, did not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; such Preliminary Prospectus, as
of its date and as of the Applicable Time, did not or will not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they are made, not misleading; such Prospectus, on
the date of any filing pursuant to Rule 424(b) and on the related Closing Date,
will not include any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they are made, not misleading; provided, however, that
the Company makes no representations or warranties as to (A) the information
contained in or omitted from such Prospectus or Preliminary Prospectus (or any
supplement thereto) in reliance upon and in conformity with written information
furnished to the Company by the Representatives or any Underwriter specifically
for use in the preparation thereof or (B) any Underwriter Materials or in any
amendment thereof or supplement thereto (as defined herein), other than with
respect to any Mortgage Pool Error.

         (c) (i) At the time of the filing of the Registration Statement and
(ii) at the date of the Terms Agreement, the Company was not and is not an
"ineligible issuer," as defined in Rule 405 under the Act.

         (d) As of the Applicable Time and at all subsequent times through the
completion of the public offer and sale of the Offered Certificates, none of any
Issuer Free Writing Prospectus(es) (as defined in Section 8(a)) issued at or
prior to the Applicable Time, nor any Issuer Information (as defined in Section
8(a)) contained in a Free Writing Prospectus and approved by the Company for use
therein included any untrue statement of a material fact of omitted to state any
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading. The preceding
sentence does not apply to statements in or omissions from any prospectus
included in the Registration Statement or any Issuer Free Writing Prospectus in
reliance upon and in conformity with written information furnished to the
Company by the Representatives or any Underwriter specifically for use in the
preparation thereof or any Underwriter Materials; provided, however, that the
Company will not be required to file any such amendment or supplement with
respect to any Underwriter Materials other than any amendments or supplements to
such Underwriter Materials that are furnished to the Company by the
Representatives on behalf of the Underwriters pursuant to Section 8(b)(ii) that
are required to be filed in accordance with Section 8(d)(ii).

         (e) If so specified in the related Terms Agreement, the Company or the
Representatives will prepare an Issuer Free Writing Prospectus (as defined in
Section 8(a)) for delivery to potential investors prior to the time of Contract
of Sale (as defined herein) (such Issuer Free Writing Prospectus, a "Time of
Sale Free Writing Prospectus"). Each Time of Sale Free Writing Prospectus, as of
its date and at all subsequent times through the completion of the public offer
and sale of the Offered Certificates or until any earlier date that the Company
notified or notifies the Representatives as described in the next sentence, did
not, does not and will not include any information that conflicted, conflicts or
will conflict with the information then contained in the Registration Statement.
If at any time following issuance of a Time of Sale Free Writing Prospectus
there occurred or occurs an event or development as a result of which such Time
of Sale Free Writing Prospectus conflicted or would conflict with the
information then contained in the Registration Statement or included or would
include an untrue statement of a material fact or omitted or would omit to state
a material fact necessary in order to make the statements therein, in the light
of the circumstances prevailing at that subsequent time, not misleading, (i) the
Company has promptly notified or will promptly notify the Representatives and
(ii) the Company has promptly amended or will promptly amend or supplement such
Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue
statement or omission. The foregoing two sentences do not apply to statements in
or omissions from any Time of Sale Free Writing Prospectus in reliance upon and
in conformity with written information furnished to the Company by the
Representatives or any Underwriter specifically for use in the preparation
thereof.

         (f) The Offered Certificates of the related Series will conform to the
description thereof contained in the related Prospectus; will each, if so stated
in the Prospectus and rated at the time of issuance in one of the two highest
rating categories by a nationally recognized statistical rating organization, be
when issued a "mortgage related security" as such term is defined in Section
3(a)(41) of the Exchange Act; and will each on the related Closing Date be duly
and validly authorized, and, when validly executed, countersigned, issued and
delivered in accordance with the related Pooling and Servicing Agreement and
sold to you as provided herein and in the related Terms Agreement, will each be
validly issued and outstanding and entitled to the benefits of the Pooling and
Servicing Agreement.

         (g) Neither the issuance nor sale of the Offered Certificates of the
related Series nor the consummation of any other of the transactions herein
contemplated, nor the fulfillment of the terms hereof or of the related Terms
Agreement, will conflict with any statute, order or regulation applicable to the
Company of any court, regulatory body, administrative agency or governmental
body having jurisdiction over the Company or with any organizational document of
the Company or any instrument or any agreement under which the Company is bound
or to which it is a party.

         (h) None of the issuance and sale of the Certificates of the related
Series, the execution and delivery by the Company of any Operative Agreement (as
defined herein) to which it is a party, the consummation by the Company of any
of the transactions herein or therein contemplated, or compliance by the Company
with the provisions hereof or thereof, will (i) conflict with or result in a
breach of any term or provision of the formation or operating agreement of the
Company or (ii) conflict with, result in a breach, violation or acceleration of
or constitute a default under, the terms of any indenture or other agreement or
instrument to which the Company is a party or by which it or any of them is
bound, or any statute, order or regulation applicable to the Company of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over the Company, the default in or the breach or violation of
which would have a material adverse effect on the Company or the Offered
Certificates of the related Series or the ability of the Company to perform its
obligations under the Operative Agreements to which the Company is a party or
this Agreement.

         (i) The Company has been duly formed and is validly existing as a
limited liability company in good standing under the laws of the State of
Delaware with full power and authority (company and other) to own its properties
and conduct its business as now conducted by it and to enter into and perform
its obligations under each Operative Agreement to which it is a party.

         (j) This Agreement and the related Terms Agreement have been duly
authorized, executed and delivered by the Company.

         (k) At or prior to the related Closing Date, the Company will have
entered into the related Pooling and Servicing Agreement and, assuming the due
authorization, execution and delivery thereof by the Trustee, such Pooling and
Servicing Agreement (on such Closing Date) will constitute the valid and binding
agreement of the Company enforceable in accordance with its terms, subject as to
enforceability, to bankruptcy, insolvency, reorganization or other similar laws
affecting creditors' rights and to general principles of equity (regardless of
whether the enforceability of such Pooling and Servicing Agreement is considered
in a proceeding in equity or at law).

         (l) There are no actions, orders or proceedings against, or
investigations of, the Company pending, or, to the knowledge of the Company,
threatened, before any court, administrative agency or other tribunal (i)
asserting the invalidity of any Operative Agreement or the Certificates of the
related Series, (ii) seeking to prevent the issuance of such Certificates or the
consummation of any of the transactions contemplated by any Operative Agreement,
or (iii) that, if determined adversely to the Company, would materially and
adversely affect the performance by the Company of its obligations under, or the
validity or enforceability of, the Certificates or any Operative Agreement.

         (m) Any taxes, fees and other governmental charges payable by the
Company in connection with the execution, delivery, issuance and sale or
transfer of the Certificates of the related Series have been or will be paid at
or prior to the Closing Date.

2. Purchase and Sale. Subject to the execution of the Terms Agreement for a
particular Certificate Offering and subject to the terms and conditions and in
reliance upon the representations and warranties set forth in this Agreement and
such Terms Agreement, the Company agrees to sell to each Underwriter, and each
such Underwriter agrees, severally and not jointly, to purchase from the
Company, the respective original principal amounts of the Offered Certificates
set forth in the applicable Terms Agreement opposite the name of such
Underwriter, plus any additional original principal amount of Offered
Certificates which such Underwriter may be obligated to purchase pursuant to
Section 11 hereof at the purchase price therefor set forth in such Terms
Agreement (the "Purchase Price").

         The parties hereto agree that settlement for all securities pursuant to
this Agreement and the related Terms Agreement shall take place on the terms set
forth herein and therein and not as set forth in Rule 15c6-1(a) under the
Exchange Act.

         3. Delivery and Payment. Delivery of and payment for the Offered
Certificates of a Series shall be made at the offices of Thacher Proffitt & Wood
LLP, New York, New York, at 10:00 A.M., New York City time, on the Closing Date
specified in the related Terms Agreement, which date and time may be postponed
by agreement between the Representatives and the Company (such date and time
being herein called the "Closing Date"). Delivery of such Offered Certificates
shall be made to the Representatives for the accounts of the several
Underwriters against payment by each Underwriter of the applicable Purchase
Price thereof to or upon the order of the Company by wire transfer in federal or
other immediately available funds or by check payable in federal funds, as the
Company shall specify no later than five full business days prior to such
Closing Date. Unless delivery is made through the facilities of The Depository
Trust Company, the Offered Certificates shall be registered in such names and in
such authorized denominations as the Underwriters may request not less than two
full business days in advance of each Closing Date.

         The Company agrees to notify the Representatives at least two business
days before each Closing Date of the exact principal balance evidenced by the
Offered Certificates and to have such Offered Certificates available for
inspection, checking and packaging in New York, New York, no later than 12:00
noon on the business day prior to such Closing Date.

         4. Offering by the Underwriters. It is understood that the Underwriters
propose to offer the Offered Certificates of the related Series for sale to the
public as set forth in the Prospectus. Each Underwriter (severally and not
jointly) represents and warrants that it has complied in all material respects,
and agrees that it will comply in all material respects, with all applicable
securities laws and regulations in each jurisdiction in which it purchases,
offers, sells or delivers the Offered Certificates or distributes the
Prospectus.

         5. Agreements. The Company agrees with the Underwriters that:

         (a) The Company has caused or will cause each Preliminary Prospectus
and the Prospectus relating to the Offered Certificates to be transmitted to the
Commission for filing pursuant to Rule 424 under the Act by means reasonably
calculated to result in filing with the Commission pursuant to such rule but,
with respect to the Prospectus, in no event later than 9:00 a.m. on the related
Closing Date and prior to the termination of the Certificate Offering to which
such Prospectus relates also will promptly advise the Representatives (i) when
any amendment to the related Registration Statement specifically relating to
such Offered Certificates shall have become effective or any Statutory
Prospectus has been filed, (ii) of any request by the Commission for any
amendment of such Registration Statement or any Preliminary Prospectus or the
Prospectus or for any additional information, (iii) of the issuance by the
Commission of any stop order suspending the effectiveness of such Registration
Statement or the institution or threatening of any proceeding for that purpose
and (iv) of the receipt by the Company of any written notification with respect
to the suspension of the qualification of such Offered Certificates for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose. The Company will not file any amendment of the related Registration
Statement or supplement to the related Prospectus (other than any amendment or
supplement specifically relating to one or more Series of asset-backed
securities other than the Series that includes the related Offered Certificates)
unless (i) the Company has given reasonable notice to the Underwriters of its
intention to file any such amendment or supplement and (ii) the Company has
furnished the Underwriters with a copy for their review within a reasonable time
prior to filing. The Company will use its best efforts to prevent the issuance
of any such stop order and, if issued, to obtain as soon as possible the
withdrawal thereof.

         (b) [Reserved]

         (c) If, at any time when any Preliminary Prospectus is to be delivered
pursuant to a Terms Agreement or a Prospectus relating to the Offered
Certificates of a Series is required to be delivered under the Act, any event
occurs as a result of which such Preliminary Prospectus or the related
Prospectus as then amended or supplemented would include any untrue statement of
a material fact or omit to state any material fact necessary to make the
statements therein in light of the circumstances under which they were made not
misleading, or if it shall be necessary at any time to amend or supplement such
Preliminary Prospectus or the Prospectus to comply with the Act or the rules
thereunder, the Company promptly will notify the Representatives of such event
and prepare and file with the Commission, subject to the penultimate sentence of
paragraph (a) of this Section 5, an amendment or supplement which will correct
such statement or omission or an amendment which will effect such compliance;
provided, however, that the Company will not be required to file any such
amendment or supplement with respect to any Underwriter Materials incorporated
by reference in the Registration Statement other than anny amendments or
supplements of such Underwriter Materials that are furnished to the Company by
the Representatives on behalf of the Underwriters and required to be filed
pursuant to Section 8(b)(ii).

         (d) The Company will furnish to each Underwriter and counsel for the
Underwriters, without charge, as many signed copies of the Registration
Statement (including exhibits thereto) and, so long as delivery of a prospectus
by an Underwriter or dealer may be required by the Act, as many copies of the
related Prospectus and any supplements thereto as the Underwriters may
reasonably request.

         (e) The Company will furnish such information, execute such instruments
and take such actions as may be reasonably requested by the Representatives to
enable the Representatives to (i) qualify the Offered Certificates of a Series
for sale under the laws of such jurisdictions as the Representatives may
designate, (ii) maintain such qualifications in effect so long as required for
the initial distribution of such Offered Certificates and (iii) determine the
legality of such Offered Certificates for purchase by institutional investors;
provided, however, that the Company shall not be required to qualify to do
business in any jurisdiction where it is not qualified on the date of the
related Terms Agreement or to take any action which would subject it to general
or unlimited service of process or to corporate or franchise taxation in any
jurisdiction in which it is not, on the date of the related Terms Agreement,
subject to such service of process or to such corporate or franchise taxation.

         (f) So long as the Offered Certificates of a Series are outstanding,
the Company will furnish to the Representatives, upon request, copies of the
annual independent public accountants servicing report furnished to the Trustee
pursuant to the related Pooling and Servicing Agreement.

         (g) If the transactions contemplated hereby and by the related Terms
Agreement shall be consummated, the Company or the Seller shall pay any costs
and expenses for which details are submitted, in connection with the performance
of its obligations under this Agreement and the related Terms Agreement,
including, without limitation, (i) the filing of the Registration Statement with
respect to the Certificates and all amendments thereto, (ii) the preparation,
registration, issuance and delivery to the Underwriters of the Certificates
underwritten pursuant to this Agreement, (iii) the fees and disbursements of the
Company's counsel and accountants, (iv) the printing and delivery to the
Underwriters, in such quantities as they may reasonably request, of copies of
the Registration Statement with respect to the Certificates underwritten
pursuant to this Agreement and all amendments thereto, of any related
Preliminary Prospectus and Prospectus and all amendments and supplements thereto
and all documents incorporated therein and of any Time of Sale Issuer Free
Writing Prospectuses to investors or prospective investors, (v) the fees charged
by investment rating agencies requested by the Company to initially rate the
Certificates underwritten pursuant to this Agreement, (vi) the fees and
expenses, if any, incurred in connection with the listing of the Certificates
underwritten pursuant to this Agreement on any national securities exchange, and
(vii) the fees and expenses of the Trustee and its counsel. If the transactions
contemplated by this Agreement are not consummated because any condition to the
obligations of the Underwriters set forth in Section 6 is not satisfied or
because of any refusal, inability or failure on the part of the Company to
perform any agreement herein or to comply with any provision hereof other than
by reason of default by the Underwriters, the Company will reimburse the
Underwriters upon demand for all out-of pocket expenses (including reasonable
fees and disbursements of counsel) that shall have been incurred by the
Underwriters in connection with the proposed purchase, sale and offering of the
Offered Certificates. Except as provided in this paragraph (g) and in Section 7
hereof, each Underwriter will pay all its own costs and expenses, including (i)
the fees of [McKee Nelson, LLP], counsel for the Underwriters, (ii) transfer
taxes on resale of any Offered Certificates by it, (iii) advertising expenses
connected with any offers that it may make, (iv) the fees of any firm of public
accountants selected by the Representatives with respect to any letter furnished
by them in connection with ABS ICM or Term Sheet (each as defined herein), (v)
any expenses for the qualification of the Offered Certificates of the applicable
Series under "blue sky" or state securities laws, including filing fees and the
fee and disbursements of counsel in connection therewith and in connection with
the preparation of any Blue Sky Survey and (vi) any other costs and expenses
specified in the related Terms Agreements as "Additional Expenses."

         (h) [Reserved]

         (i) If so specified in the related Terms Agreement, the Company will
prepare the Preliminary Prospectus relating to the Offered Certificates in a
form consented to by the Representatives, and will file such Preliminary
Prospectus within the period required by Rule 424(b).

         (j) If so specified in the related Terms Agreement, the Company will
prepare a final term sheet relating to the Offered Securities, containing only
information that describes the final terms of the Offered Certificates and
otherwise in a form consented to by the Representatives, and will file such
final term sheet within the period required by Rule 433(d)(5)(ii) following the
date such final terms have been established for all classes of the offering of
the Offered Certificates. Any such final term sheet is an Issuer Free Writing
Prospectus for purposes of this Agreement.

         (k) All written and graphic communications relating to the Offered
Certificates used prior to the availability of the Prospectus will comply with
the requirements of Rule 433, including the inclusion of the legend required by
Rule 433(c)(2).

          (l) To the extent prepared by or on behalf of the Company or to the
extent that the Representatives has provided to the Company either ABS ICM or a
Free Writing Prospectus that constitutes an Issuer Free Writing Prospectus (as
defined in Section 8(a)) or contains Issuer Information that such Underwriter
has conveyed to a prospective investor, the Company will file or cause to be
filed with the Commission such ABS ICM or such Free Writing Prospectus as soon
as reasonably practicable after the date of the related Terms Agreement, but in
any event not later than required pursuant to Rules 426 or 433, respectively,
under the Act; provided, however, that the Company shall not be required to file
(A) any Free Writing Prospectus, if the information included therein is included
or incorporated by reference in a prospectus or Free Writing Prospectus
previously filed with the Commission that related to the offering of the Offered
Certificates or (B) any Free Writing Prospectus or portion thereof that contains
a description of the Certificates or the offering of the Offered Certificates
that does not reflect the final terms thereof.

         6. Conditions to the Obligations of the Underwriters. The obligations
of the Underwriters to purchase the Offered Certificates of any Series shall be
subject to the accuracy in all material respects of the representations and
warranties on the part of the Company contained in this Agreement, as
supplemented by the related Terms Agreement, as of the respective dates thereof
and the related Closing Date, to the accuracy of the statements of the Company
made in any applicable officers' certificates pursuant to the provisions hereof,
to the performance by the Company of its obligations under this Agreement and
such Terms Agreement and to the following additional conditions applicable to
the related Certificate Offering:

         (a) No stop order suspending the effectiveness of the related
Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted, or to the knowledge of the Company,
threatened by the Commission.

         (b) Thacher Proffitt & Wood LLP, counsel for the Company, shall have
furnished to the Representatives on behalf of the Underwriters an opinion, dated
the related Closing Date, substantially in form and substance to the effect
that:

                  (i) This Agreement, the related Terms Agreement, the related
         Pooling and Servicing Agreement, the Originator Mortgage Loan Purchase
         Agreement and the Seller Mortgage Loan Purchase Agreement
         (collectively, the "Operative Agreements") each constitutes a legal,
         valid and binding agreement of each of the Company, the Seller and the
         Originator (each, a "WMC Party") to the extent that such WMC Party is a
         party thereto, enforceable against such WMC Party in accordance with
         its terms, subject to applicable bankruptcy, insolvency, fraudulent
         conveyance, reorganization, moratorium, receivership or other laws
          relating to or affecting creditors' rights generally, and to general
         principles of equity (regardless of whether enforcement is sought in a
         proceeding at law or in equity), and except that the enforcement of
         rights with respect to indemnification and contribution obligations and
         provisions (a) purporting to waive or limit rights to trial by jury,
         oral amendments to written agreements or rights of set off or (b)
         relating to submission to jurisdiction, venue of service or process,
         may be limited by applicable law or considerations of public policy;

                  (ii) The Certificates have been duly authorized by the Company
         and, when the Certificates have been duly executed, countersigned and
         delivered by the Trustee in the manner contemplated in the related
         Pooling and Servicing Agreement, the Certificates will be validly
         issued and outstanding and entitled to the benefits provided by the
         related Pooling and Servicing Agreement;

                  (iii) The related Pooling and Servicing Agreement is not
         required to be qualified under the Trust Indenture Act of 1939, as
         amended;

                  (iv) The Trust Fund (as defined in the related Pooling and
         Servicing Agreement) is not required to be registered under the
         Investment Company Act of 1940, as amended;

                  (v) Such counsel confirms that the related Registration
         Statement is effective under the Act and, to the best of such counsel's
         knowledge, no stop order with respect thereto has been issued, and no
         proceeding for that purpose has been instituted or threatened by the
         Commission; such Registration Statement (except the financial
         statements and schedules and other financial and statistical data
         included therein and the documents incorporated by reference therein,
         as to which such counsel need express no view), at the time it became
         effective, the related Preliminary Prospectus and the related
         Prospectus (except in each case the financial statements and schedules,
         the other financial and statistical data included therein and the
         documents incorporated by reference therein), as of its respective date
         conformed in all material respects to the requirements of the Act and
         the rules and regulations thereunder; and no information has come to
         the attention of such counsel that causes it to believe that (A) such
         Registration Statement (except the financial statements and schedules
         and the other financial and statistical data included therein and the
         documents incorporated by reference therein, as to which such counsel
         need express no view) at the time it became effective, contained an
         untrue statement of a material fact or omitted to state a material fact
         required to be stated therein or necessary to make the statements
          therein not misleading. (B) such Preliminary Prospectus or any
         amendment or supplement thereto (except the financial statements and
         schedules and other financial and statistical date included therein),
         as of the date of the Preliminary Prospectus, contained or contains an
         untrue statement of a material fact or omitted or omits to state a
         material fact necessary in order to make the statements therein, in the
         light of the circumstances under which they were made, not misleading,
         or (C) such Prospectus or any amendment or supplement thereto (except
         the financial statements and schedules and the other financial and
         statistical data included therein), as of the date of the Prospectus
         Supplement, or at the related Closing Date, contained or contains an
         untrue statement of a material fact or omitted or omits to state a
         material fact necessary in order to make the statements therein, in the
         light of the circumstances under which they were made, not misleading;
         [or (D) if applicable, such counsel has no reason to believe that the
         Time of Sale Free Writing Prospectus, as of the date of the Time of
         Sale Free Writing Prospectus and as of the Applicable Time contained
         any untrue statement of a material fact or omitted to state any
         material fact necessary in order to make the statements therein, in the
         light of the circumstances under which they were made, not misleading];

                  (vi) Each Prospectus and any Preliminary Prospectus, as of the
         dates thereof (in each case, with the exception of any information
         incorporated by reference therein and any numerical, financial,
          statistical and quantitative data included therein, as to which such
         counsel need express no view), appeared on their respective faces to be
         appropriately responsive in all material respects to the requirements
         of the Act, and the rules and regulations thereunder applicable to such
         documents as of the relevant date;

                  (vii) The statements (a) in the related Prospectus under the
         headings "Federal Income Tax Consequences" and "Considerations for
         Benefit Plan Investors" and (b) in the Prospectus Supplement under the
         headings (i) "Summary of Prospectus Supplement--Federal Income Tax
         Consequences," (ii) "Summary of Prospectus Supplement--ERISA
         Considerations," (iii) "Federal Income Tax Consequences" and (iv)
         "ERISA Considerations," insofar as such statements relate to the
         Certificates and purport to summarize matters of federal law or legal
         conclusions with respect thereto, have been reviewed by such counsel
         and are correct in a