GMACM HOME EQUITY LOAN TRUST 2003-HE2,

                                     Issuer,

                                       and

                        WELLS FARGO BANK MINNESOTA, N.A.,

                                Indenture Trustee

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

                                    INDENTURE

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

                           Dated as of March 26, 2003

                       GMACM HOME EQUITY LOAN-BACKED NOTES



<PAGE>
<TABLE>
<CAPTION>

                              TABLE OF CONTENTS

                                                                                          PAGE


<S>                                                                                        <C>
ARTICLE I         Definitions...............................................................2

        Section 1.01      Definitions.......................................................2
        Section 1.02      Incorporation by Reference of Trust Indenture Act.................2
        Section 1.03      Rules of Construction. Unless the context otherwise requires:.....2


ARTICLE II        Original Issuance of Notes................................................3

        Section 2.01      Form..............................................................3
        Section 2.02      Execution, Authentication and Delivery............................3


ARTICLE III       Covenants.................................................................4

        Section 3.01      Collection of Payments with Respect to the Mortgage Loans.........4
        Section 3.02      Maintenance of Office or Agency...................................4
        Section 3.03      Money for Payments to Be Held in Trust; Paying Agent..............4
        Section 3.04      Existence.........................................................6
        Section 3.05      Priority of Distributions.........................................6
        Section 3.06      Protection of Trust Estate........................................9
        Section 3.07      Opinions as to Trust Estate.......................................9
        Section 3.08      Performance of Obligations; Servicing Agreement..................10
        Section 3.09      Negative Covenants...............................................10
        Section 3.10      Annual Statement as to Compliance................................11
        Section 3.11      Recordation of Assignments.......................................11
        Section 3.12      Representations and Warranties Concerning the Mortgage Loans.....11
        Section 3.13      Assignee of Record of the Mortgage Loans.........................11
        Section 3.14      Servicer as Agent and Bailee of the Indenture Trustee............12
        Section 3.15      Investment Company Act...........................................12
        Section 3.16      Issuer May Consolidate, etc......................................12
        Section 3.17      Successor or Transferee..........................................14
        Section 3.18      No Other Business................................................14
        Section 3.19      No Borrowing.....................................................14
        Section 3.20      Guarantees, Loans, Advances and Other Liabilities................14
        Section 3.21      Capital Expenditures.............................................14
        Section 3.22      Owner Trustee Not Liable for Certificates or Related
                          Documents........................................................14
        Section 3.23      Restricted Payments..............................................15
        Section 3.24      Notice of Events of Default......................................15
        Section 3.25      Further Instruments and Acts.....................................15
        Section 3.26      Statements to Noteholders........................................15
        Section 3.27      Determination of Note Rate.......................................16
        Section 3.28      Payments under the Policy........................................16
        Section 3.29      Replacement Enhancement..........................................16

                                       i
<PAGE>

        Section 3.30      Additional Representations of the Issuer.........................17


ARTICLE IV        The Notes; Satisfaction and Discharge of Indenture.......................18

        Section 4.01      The Notes;.......................................................18
        Section 4.02      Registration of and Limitations on Transfer and Exchange of
                          Notes; Appointment of Certificate Registrar......................18
        Section 4.03      Mutilated, Destroyed, Lost or Stolen Notes.......................19
        Section 4.04      Persons Deemed Owners............................................20
        Section 4.05      Cancellation.....................................................20
        Section 4.06      Book-Entry Notes.................................................21
        Section 4.07      Notices to Depository............................................21
        Section 4.08      Definitive Notes.................................................21
        Section 4.09      Tax Treatment....................................................22
        Section 4.10      Satisfaction and Discharge of Indenture..........................22
        Section 4.11      Application of Trust Money.......................................23
        Section 4.12      Subrogation and Cooperation......................................23
        Section 4.13      Repayment of Monies Held by Paying Agent.........................24
        Section 4.14      Temporary Notes..................................................24


ARTICLE V         Default And Remedies.....................................................25

        Section 5.01      Events of Default................................................25
        Section 5.02      Acceleration of Maturity; Rescission and Annulment...............25
        Section 5.03      Collection of Indebtedness and Suits for Enforcement by
                          Indenture Trustee................................................26
        Section 5.04      Remedies; Priorities.............................................28
        Section 5.05      Optional Preservation of the Trust Estate........................29
        Section 5.06      Limitation of Suits..............................................30
        Section 5.07      Unconditional Rights of Noteholders to Receive Principal and
                          Interest.........................................................31
        Section 5.08      Restoration of Rights and Remedies...............................31
        Section 5.09      Rights and Remedies Cumulative...................................31
        Section 5.10      Delay or Omission Not a Waiver...................................31
        Section 5.11      Control by Enhancer or Noteholders...............................31
        Section 5.12      Waiver of Past Defaults..........................................32
        Section 5.13      Undertaking for Costs............................................32
        Section 5.14      Waiver of Stay or Extension Laws.................................32
        Section 5.15      Sale of Trust Estate.............................................33
        Section 5.16      Action on Notes..................................................34
        Section 5.17      Performance and Enforcement of Certain Obligations...............35

                                        ii
<PAGE>


ARTICLE VI        The Indenture Trustee....................................................35

        Section 6.01      Duties of Indenture Trustee......................................35
        Section 6.02      Rights of Indenture Trustee......................................37
        Section 6.03      Individual Rights of Indenture Trustee...........................38
        Section 6.04      Indenture Trustee's Disclaimer...................................38
        Section 6.05      Notice of Event of Default.......................................38
        Section 6.06      Reports by Indenture Trustee to Noteholders......................39
        Section 6.07      Compensation and Indemnity.......................................39
        Section 6.08      Replacement of Indenture Trustee.................................39
        Section 6.09      Successor Indenture Trustee by Merger............................40
        Section 6.10      Appointment of Co-Indenture Trustee or Separate Indenture
                          Trustee..........................................................41
        Section 6.11      Eligibility; Disqualification....................................42
        Section 6.12      Preferential Collection of Claims Against Issuer.................42
        Section 6.13      Representations and Warranties...................................42
        Section 6.14      Directions to Indenture Trustee..................................43
        Section 6.15      Indenture Trustee May Own Securities.............................43


ARTICLE VII       Noteholders' Lists and Reports...........................................43

        Section 7.01      Issuer to Furnish Indenture Trustee Names and Addresses of
                          Noteholders......................................................43
        Section 7.02      Preservation of Information; Communications to Noteholders.......43
        Section 7.03      Reports by Issuer................................................44
        Section 7.04      Reports by Indenture Trustee.....................................44


ARTICLE VIII      Accounts, Disbursements and Releases.....................................45

        Section 8.01      Collection of Money..............................................45
        Section 8.02      Trust Accounts...................................................45
        Section 8.03      Officer's Certificate............................................46
        Section 8.04      Termination Upon Distribution to Noteholders.....................46
        Section 8.05      Release of Trust Estate..........................................46
        Section 8.06      Surrender of Notes Upon Final Payment............................46


ARTICLE IX        Supplemental Indentures..................................................47

        Section 9.01      Supplemental Indentures Without Consent of Noteholders...........47
        Section 9.02      Supplemental Indentures With Consent of Noteholders..............48
        Section 9.03      Execution of Supplemental Indentures.............................49
        Section 9.04      Effect of Supplemental Indenture.................................50
        Section 9.05      Conformity with Trust Indenture Act..............................50
        Section 9.06      Reference in Notes to Supplemental Indentures....................50

                                        iii
<PAGE>

ARTICLE X         Miscellaneous............................................................50

        Section 10.01     Compliance Certificates and Opinions, etc........................50
        Section 10.02     Form of Documents Delivered to Indenture Trustee.................52
        Section 10.03     Acts of Noteholders..............................................53
        Section 10.04     Notices, etc., to Indenture Trustee, Issuer, Enhancer and
                          Rating Agencies..................................................53
        Section 10.05     Notices to Noteholders; Waiver...................................54
        Section 10.06     Alternate Payment and Notice Provisions..........................55
        Section 10.07     Conflict with Trust Indenture Act................................55
        Section 10.08     Effect of Headings...............................................55
        Section 10.09     Successors and Assigns...........................................55
        Section 10.10     Severability.....................................................55
        Section 10.11     Benefits of Indenture............................................55
        Section 10.12     Legal Holidays...................................................55
        Section 10.13     GOVERNING LAW....................................................55
        Section 10.14     Counterparts.....................................................56
        Section 10.15     Recording of Indenture...........................................56
        Section 10.16     Issuer Obligation................................................56
        Section 10.17     No Petition......................................................56
        Section 10.18     Inspection.......................................................56


ARTICLE XI        REMIC Provisions.........................................................57

        Section 11.01     REMIC Administration.............................................57
        Section 11.02     Servicer, REMIC Administrator and Indenture Trustee
                          Indemnification..................................................60
        Section 11.03     Designation of REMIC(s)..........................................61
</TABLE>



                                    EXHIBITS

Exhibit A......-      Form of Notes
Appendix A ....-      Definitions


                                        iv
<PAGE>

        This Indenture, dated as of March 26, 2003, is between GMACM Home Equity
Loan Trust 2003-HE2,  a Delaware statutory trust, as issuer (the "Issuer"),  and
Wells Fargo Bank Minnesota,  N.A., a national banking association,  as indenture
trustee (the "Indenture Trustee").

                                   WITNESSETH:

        Each party  hereto  agrees as follows for the benefit of the other party
and for the equal and ratable  benefit of the Noteholders of the Issuer's Series
2003-HE2 GMACM Home Equity Loan-Backed Notes (the "Notes").

                                GRANTING CLAUSE:

        The Issuer hereby  Grants to the Indenture  Trustee on the Closing Date,
as trustee  for the  benefit of the  Noteholders  and the  Enhancer,  all of the
Issuer's  right,  title and  interest  in and to all  accounts,  chattel  paper,
general  intangibles,  contract  rights,  payment  intangibles,  certificates of
deposit,  deposit accounts,  instruments,  documents,  letters of credit, money,
advices of credit,  investment property, goods and other property consisting of,
arising under or related to whether now existing or hereafter  created in any of
the following: (a) the Initial Mortgage Loans and any Subsequent Mortgage Loans,
and all monies due or to become due  thereunder;  (b) the Note Payment  Account,
and all funds on deposit or credited  thereto from time to time and all proceeds
thereof;  (c) the  Capitalized  Interest  Account,  and all funds on  deposit or
credited  thereto  from time to time  (other than any income  thereon),  and the
Pre-Funding  Account,  and all funds on deposit or credited thereto from time to
time  including  any  income  earned  thereon;  (d) the  Policy  and all  hazard
insurance policies; and (e) 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  foregoing  Grant  shall  inure to the  benefit of the  Enhancer  in
respect of draws made on the Policy and amounts owing from time to time pursuant
to the Insurance  Agreement  (regardless  of whether such amounts  relate to the
Notes or the  Certificates),  and such Grant  shall  continue  in full force and
effect for the benefit of the Enhancer  until all such amounts  owing to it have
been repaid in full.

        The  Indenture  Trustee,  as  trustee  on  behalf  of  the  Noteholders,
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.


                                       1
<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"),  such
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
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:

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

(b) 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;

(c) "or" includes "and/or";

(d) "including" means "including without limitation";

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

(f) the term "proceeds" has the meaning ascribed thereto in the UCC; and


                                       2
<PAGE>

(g) 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  the Notes,  as evidenced by their  execution  thereof.  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 such Note.

        The Notes shall be  typewritten,  printed,  lithographed  or engraved or
produced  by  any  combination  of  these  methods,  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
$634,646,000.  The Class A-1 Notes,  Class A-2 Notes, Class A-3 Notes, Class A-4
Notes, Class A-5 Notes and Class A-IO Notes shall have initial principal amounts
of $366,447,000,  $161,627,000,  $20,875,000,  $22,233,000,  $63,464,000 and $0,
respectively.

        Each Note shall be dated the date of its authentication. The Notes shall
be issuable as registered Notes, and the Notes, other than the Class A-IO Notes,
shall be  issuable  in  minimum  denominations  representing  Note  Balances  of
$250,000 and in integral  multiples of $1,000 in excess thereof.  The Class A-IO
Notes shall be issued in minimum  denominations  of  $1,000,000  and in integral
multiples of $1,000,000 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


                                       3
<PAGE>

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 the Mortgage Loans.  The
Indenture  Trustee  shall  establish  and maintain  with itself the Note Payment
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 Mortgage Loans.
The  Indenture  Trustee  shall make all payments of principal of and interest on
the Notes,  subject to Section  3.03 as  provided  in Section  3.05  herein from
monies on deposit in the Note Payment Account.

Section  3.02...Maintenance of Office or Agency. The Issuer will maintain in the
City  of  Minneapolis,   Minnesota,  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. 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 Payment  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
Payment 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
to act as initial  Paying  Agent  hereunder.  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:

(a) 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;

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

                                       4
<PAGE>

(c) 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;  (d)  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;

(e) 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

(f) deliver to the  Indenture  Trustee a copy of the  statement  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  Noteholder  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
an  Authorized  Newspaper,  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 Noteholders the Notes which 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
Noteholder).

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


                                       5
<PAGE>

qualification   is  or  shall  be   necessary   to  protect  the   validity  and
enforceability  of this Indenture,  the Notes, the Mortgage Loans and each other
instrument or agreement included in the Trust Estate.

Section 3.05...Priority of Distributions.

(a)     In  accordance  with Section  3.03(a) of the  Servicing  Agreement,  the
        priority  of   distributions   on  each  Payment  Date  from   Principal
        Collections and Interest  Collections in the Note Payment  Account,  any
        optional  advances  of  delinquent  principal  and/or  interest  on  the
        Mortgage Loans made by the Servicer in respect of the related Collection
        Period,  any Policy Draw Amount  deposited into the Note Payment Account
        (to be applied  solely with respect to the payment of amounts  described
        in clauses  (ii),  (iii) and (iv) under  paragraph  (a) of this  Section
        3.05) pursuant to Section  3.28(a),  and any amounts  transferred to the
        Note Payment  Account from the  Pre-Funding  Account and/or  Capitalized
        Interest  Account  pursuant to Sections  3.16 and 3.17 of the  Servicing
        Agreement, is as follows:

(i)     to pay to the Enhancer, the premium for the Policy for such Payment Date
        and any previously unpaid premiums, with interest thereon as provided in
        the Insurance Agreement;

(ii)    for payment by the Paying Agent  concurrently to the Noteholders of each
        Class of Notes,  interest for the related Interest Period at the related
        Note Rate on the related Note Balance or the Notional Amount in the case
        of the Class A-IO  Notes,  immediately  prior to such  Payment  Date and
        interest  due and  unpaid on any  Class of Notes  for any prior  Payment
        Date;

(iii)   for payment by the Paying Agent to the Noteholders, as a distribution of
        principal on the Notes,  other than the Class A-IO Notes,  the Principal
        Collection Distribution Amount for such Payment Date, to be allocated to
        the Notes of each Class as described in Section 3.05(b) below, until the
        Note Balances thereof have been reduced to zero;

(iv)    for payment by the Paying Agent to the Noteholders, as a distribution of
        principal on the Notes, other than the Class A-IO Notes, the Liquidation
        Loss  Distribution  Amount for such Payment Date, to be allocated to the
        Notes of each Class as described  in Section  3.05(b)  below,  until the
        Note Balances thereof have been reduced to zero;

(v)     to the  Enhancer,  to  reimburse  it for prior draws made on the Policy,
        with interest thereon as provided in the Insurance Agreement;

(vi)    to the Class SB Certificates in accordance with section  5.01(g)(iii) of
        the Trust Agreement,  an amount not greater than the Excess  Capitalized
        Interest  Requirement  to be  distributed  in  accordance  with  Section
        3.05(d) below;

(vii)   for  payment  by the  Paying  Agent to the  Noteholders  on or after the
        Payment  Date in October  2003,  as a  distribution  of principal on the
        Notes, other than the Class A-IO Noteholders,  the Overcollateralization
        Increase  Amount for such Payment  Date, to be allocated to the Notes of


                                       6
<PAGE>

        each Class,  other than the Class A-IO Notes,  as  described  in Section
        3.05(b)  below,  until the Note  Balances  thereof  have been reduced to
        zero;

(viii)  to pay to the Enhancer,  any other amounts owed to the Enhancer pursuant
        to the Insurance Agreement;

(ix)    to pay any Interest Shortfalls for such Payment Date on any of the Class
        A-1 Notes,  Class A-2 Notes,  Class A-3 Notes,  Class A-4 Notes or Class
        A-5 Notes in the amounts set forth in Section 3.05(b);

(x)     to pay any previously unpaid Interest Shortfalls on the Class A-1 Notes,
        Class A-2 Notes,  Class A-3  Notes,  Class A-4 Notes or Class A-5 Notes,
        with  interest  thereon at the  respective  Note Rate in the amounts set
        forth in Section 3.05(b);

(xi)    subject to Section 3.05(b), to the Indenture Trustee,  any amounts owing
        to the  Indenture  Trustee  pursuant  to  Section  6.07  to  the  extent
        remaining unpaid; and

(xii)   any remaining amounts,  including the amount of any Interest  Shortfalls
        on the Class A-IO Notes for such Payment  Date or any  previous  Payment
        Date  and  previously   unpaid,   to  the  Distribution   Account,   for
        distribution to the Certificateholders by the Certificate Paying Agent;

provided,  that in the event that on a Payment  Date an Enhancer  Default  shall
have occurred and be continuing,  then the priorities of distributions described
above  will be  adjusted  such that  payments  of any  amounts to be paid to the
Enhancer  will not be paid until the full amount of interest  and  principal  in
accordance  with clauses (ii) through (iv) above that are due and required to be
paid by the  Enhancer  on the  Notes on such  Payment  Date  have  been paid and
provided,  further,  that on the  Final  Payment  Date,  the  amount  to be paid
pursuant to clause  (iii) above shall be equal to the Note  Balance  immediately
prior to such Payment Date. For purposes of the foregoing,  required payments of
principal on the Notes on each Payment Date (up to the outstanding Note Balance)
will  include all  Liquidation  Loss  Amounts for such  Payment Date and for all
previous  Payment  Dates until paid or covered in full,  to the extent that such
Liquidation  Loss  Amounts  are not  otherwise  covered  by a  Liquidation  Loss
Distribution   Amount,   a  draw  on  the   Policy   or  a   reduction   in  the
Overcollateralization Amount.

        On each Payment  Date,  the Paying  Agent shall  apply,  from amounts on
deposit  in the Note  Payment  Account,  and in  accordance  with the  Servicing
Certificate,  the amounts  set forth  above in the order of  priority  set forth
above.

        Amounts paid to Noteholders of any Class shall be paid in respect of the
Notes of that Class in accordance with the applicable percentage as set forth in
paragraph  (c) below.  Interest  on the Class A-1 Notes will be  computed on the
basis of the actual number of days in each  Interest  Period and a 360-day year.
Interest  on the Class A-2 Notes,  Class A-3 Notes,  Class A-4 Notes,  Class A-5
Notes and Class  A-IO  Notes  will be  computed  on the basis of a 360-day  year
consisting of twelve 30-day  months.  Any  installment  of interest or principal
payable on any Note that is  punctually  paid or duly provided for by the Issuer
on the applicable Payment Date shall be paid to the Noteholder of record thereof


                                       7
<PAGE>

on the  immediately  preceding  Record  Date  by  wire  transfer  to an  account
specified in writing by such Noteholder reasonably satisfactory to the Indenture
Trustee,  or by  check  or  money  order  mailed  to  such  Noteholder  at  such
Noteholder's  address appearing in the Note Register,  the amount required to be
distributed   to  such   Noteholder  on  such  Payment  Date  pursuant  to  such
Noteholder's  Notes;  provided,  that the Indenture Trustee shall not pay to any
such  Noteholder  any amounts  required  to be  withheld  from a payment to such
Noteholder by the Code.

(b)            Payments made on the Notes,  other than the Class A-IO Notes,  on
               each  Payment  Date  with  respect  to the  Principal  Collection
               Distribution Amount, the Liquidation Loss Distribution Amount and
               the  Overcollateralization  Increase Amount for such Payment Date
               shall be paid in the following order:


(i)            first,  to the Class A-5 Notes,  in an amount up to the Class A-5
               Lockout  Distribution  Amount for such  Payment  Date,  until the
               outstanding  Note Balance of the Class A-5 Notes has been reduced
               to zero, and

(ii)           second,  sequentially,  to the Class A-1 Notes,  Class A-2 Notes,
               Class A-3  Notes,  Class A-4 Notes and Class A-5  Notes,  in that
               order,  in each case until the  outstanding  Note Balance of that
               class has been reduced to zero.


        On any  Payment  Date,  distributions  in respect of the  payment of any
Interest  Shortfalls to the Class A-1 Notes,  Class A-2 Notes,  Class A-3 Notes,
Class A-4 Notes, Class A-5 Notes or Class A-IO Notes, shall be allocated to each
such  Class on a pro rata  basis,  in  accordance  with the  amount  of any such
Interest Shortfalls on such Class of Notes. If Excess Spread on any Payment Date
is not sufficient to cover Interest  Shortfalls on all Classes of Notes for that
Payment Date,  amounts paid pursuant to clause (ix) will be reduced by the Class
A-IO Note's pro rata share of amounts available,  and those amounts will be paid
to the Class A-IO Notes  pursuant to clause (xii).  Similarly,  if Excess Spread
available to be paid on any Payment  Date is not  sufficient  to cover  Interest
Shortfalls on all Classes of Notes  remaining  unpaid from any previous  Payment
Date,  amounts  paid  pursuant  to clause  (x) will be reduced by the Class A-IO
Note's pro rata share of amounts  available,  and those  amounts will be paid to
the Class A-IO  Notes  pursuant  to clause  (xii).  In  addition,  amounts  paid
pursuant  to clause  (xi) will be reduced  by amounts  payable to the Class A-IO
Notes pursuant to clause (xii).

(c) Principal of each Note shall be due and payable in full on the Final Payment
Date as  provided  in the  applicable  form of Note set forth in  Exhibit A. All
principal  payments on the Notes of each Class shall be made in accordance  with
the  priorities  set forth in  paragraphs  (a) and (b) above to the  Noteholders
entitled thereto in accordance with the related Percentage Interests represented
thereby.  Upon  written  notice to the  Indenture  Trustee  by the  Issuer,  the
Indenture  Trustee  shall  notify  the  Person  in the  name of  which a Note is
registered  at the close of  business  on the Record  Date  preceding  the Final
Payment Date or other final Payment Date,  as  applicable.  Such notice shall be
mailed or faxed no later than five Business Days prior to the Final Payment Date
or such other final  Payment  Date and,  unless  such Note is then a  Book-Entry
Note,  shall specify that payment of the  principal  amount and any interest due


                                       8
<PAGE>

with respect to such Note at the Final  Payment Date or such 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.

        On each Payment  Date,  the  Overcollateralization  Amount  available to
cover any  Liquidation  Loss  Amounts on such Payment Date shall be deemed to be
reduced  by an amount  equal to such  Liquidation  Loss  Amounts  (except to the
extent that such Liquidation Loss Amounts were covered on such Payment Date by a
Liquidation Loss Distribution Amount or a payment in respect of Liquidation Loss
Amounts).

(d) With  respect to each  Payment  Date  during  the  Pre-Funding  Period,  the
Indenture  Trustee  shall,  pursuant  to  Section  3.10 of the Trust  Agreement,
deposit any amounts that would  otherwise  be paid to the Class SB  Certificates
pursuant  to  Section  3.05(a)(vi),   up  to  the  Excess  Capitalized  Interest
Requirement  for such  Payment  Date,  into the  Capitalized  Interest  Account.
Amounts deposited by the Indenture Trustee into the Capitalized Interest Account
pursuant to this paragraph shall be deposited on the same Payment Date and shall
be deemed to have been distributed to the holder of the Class SB Certificates in
respect  of their  interest  in REMIC  III and  deposited  into the  Capitalized
Interest  Account,  pursuant to their  instruction  to the Indenture  Trustee in
Section 3.10 of the Trust Agreement.

Section 3.06   Protection of Trust Estate.

(a)     The  Issuer  shall  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;

(iii)   cause the Trust to enforce any of the Mortgage Loans; or

(iv)    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, if no Opinion of Counsel has
        yet been delivered pursuant to Section 3.07 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.

                                       9
<PAGE>

        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.

        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 stating
that, upon delivery of the Mortgage Notes relating to the Initial Mortgage Loans
to the Indenture  Trustee or the  Custodian,  the Indenture  Trustee will have a
perfected, first priority security interest in such Mortgage Loans.

        On or before December 31st in each calendar year, beginning in 2003, 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,  no
further  action is necessary to maintain a perfected,  first  priority  security
interest in the Mortgage Loans until December 31 in the following  calendar year
or, if any such action is required to  maintain  such  security  interest in the
Mortgage  Loans,  such Opinion of Counsel  shall also  describe  the  recording,
filing, re-recording and refiling of this Indenture, any indentures supplemental
hereto or 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  security  interest in the Mortgage
Loans until December 31 in the following calendar year.

Section 3.08   Performance of Obligations; Servicing Agreement.
               -----------------------------------------------

(a) The Issuer shall  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  shall not take any  action or permit  any action to be taken by
others  that would  release any Person from any of such  Person's  covenants  or
obligations  under any of the documents  relating to the Mortgage Loans or under
any  instrument  included  in the  Trust  Estate,  or that  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 Mortgage
Loans or any such  instrument,  except such actions as the Servicer is expressly
permitted to take in the Servicing Agreement.

(d) The Issuer may retain an  administrator  and may enter into  contracts  with
other Persons for the  performance of the Issuer's  obligations  hereunder,  and
performance  of  such  obligations  by  such  Persons  shall  be  deemed  to  be
performance of such obligations by the Issuer.

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

                                       10
<PAGE>

(a) 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 pursuant to Section 5.04 hereof;

(b) 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;

(c) (i) 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,  (ii)  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 (iii)  permit the lien of this  Indenture  not to  constitute  a valid  first
priority security interest in the Trust Estate; or

(d) impair or cause to be impaired the Issuer's  interest in the Mortgage Loans,
the Purchase Agreement or in any other 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 shall deliver to the
Indenture  Trustee,  within  120 days after the end of each  fiscal  year of the
Issuer  (commencing  with the fiscal  year  ending on  December  31,  2003),  an
Officer's  Certificate  stating,  as to  the  Authorized  Officer  signing  such
Officer's Certificate, that:

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

(b) 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 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   Recordation  of  Assignments.   The  Issuer  shall  enforce  the
obligation,  if any, of the Sellers  under the  Purchase  Agreement to submit or
cause to be submitted for  recordation  all  Assignments of Mortgages  within 60
days of receipt of recording information by the Servicer.

Section 3.12  Representations and Warranties  Concerning the Mortgage Loans. The
Indenture  Trustee,  as pledgee of the Mortgage Loans, shall have the benefit of
the  representations  and warranties made by GMACM in Section 3.1(a) and Section
3.1(b)  of the  Purchase  Agreement,  the  benefit  of the  representations  and
warranties  made by WG Trust 2001-A in Section 3.1(c) of the Purchase  Agreement
and the benefit of the representations and warranties made by WG Trust 2003-A in
Section 3.1(d) of the Purchase Agreement,  concerning the Mortgage Loans and the


                                       11
<PAGE>

right to enforce the remedies  against GMACM, WG Trust 2001-A or WG Trust 2003-A
provided in such Section 3.1(a),  Section 3.1(b),  Section 3.1(c) or 3.1(d),  as
applicable,  to the same extent as though such  representations  and  warranties
were made directly to the Indenture Trustee.

Section  3.13  Assignee  of Record of the  Mortgage  Loans.  As  pledgee  of the
Mortgage Loans, the Indenture  Trustee shall hold title to the Mortgage Loans by
being named as payee in the  endorsements  or  assignments of the Mortgage Notes
and assignee in the Assignments of Mortgage to be delivered under Section 2.1 of
the Purchase  Agreement.  Except as expressly provided in the Purchase Agreement
or in the Servicing  Agreement  with respect to any specific  Mortgage Loan, the
Indenture  Trustee shall not execute any  endorsement or assignment or otherwise
release or transfer  such title to any of the Mortgage  Loans until such time as
the  remaining  Trust Estate may be released  pursuant to Section  8.05(b).  The
Indenture  Trustee's  holding of such title shall in all  respects be subject to
its fiduciary obligations to the Noteholders hereunder.

Section 3.14 Servicer as Agent and Bailee of the Indenture  Trustee.  Solely for
purposes of perfection  under Section 9-313 or 9-314 of the UCC 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  acknowledge 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  3.02 of the
Servicing  Agreement  that are allocable to the Mortgage  Loans,  as well as the
agent and  bailee of the  Indenture  Trustee 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 3.02 of the Servicing
Agreement,  the Indenture  Trustee,  as a pledgee of the Mortgage Loans, will be
deemed to have possession of such Related Documents,  such monies and such other
items for  purposes  of Section  9-313 or 9-314 of the UCC of the state in which
such property is held by the Servicer.

Section 3.15 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 3.15 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 3.16   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


                                       12
<PAGE>

          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 Event of Default
        shall have occurred and be continuing;

(iii)   the Enhancer shall have  consented  thereto and each Rating Agency shall
        have notified the Issuer that such  transaction  will not cause a Rating
        Event, without taking into account the Policy;

(iv)    the Issuer  shall have  received  an Opinion of Counsel  (and shall have
        delivered  copies thereof to the Indenture  Trustee and the Enhancer) 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 Noteholders 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


                                       13
<PAGE>

          (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 Enhancer shall have consented thereto,  and each Rating Agency shall
        have notified the Issuer that such  transaction  will not cause a Rating
        Event, if determined without regard to the Policy;

(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 3.17   Successor or Transferee.

(a) Upon any  consolidation  or merger of the Issuer in accordance  with Section
3.16(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  3.16(b),  the Issuer shall 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  3.18 No Other  Business.  The Issuer  shall not engage in any  business
other than financing,  purchasing,  owning and selling and managing the Mortgage
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 3.19 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  3.20  Guarantees,  Loans,  Advances  and Other  Liabilities.  Except as
contemplated  by this Indenture or the other 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


                                       14
<PAGE>

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 3.21 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 3.22 Owner Trustee Not Liable for Certificates or Related Documents. The
recitals  contained  herein shall be taken as the statements of the Issuer,  and
the Owner Trustee and the Indenture  Trustee  assume no  responsibility  for the
correctness  of the  recitals  contained  herein.  The  Owner  Trustee  and  the
Indenture Trustee make no  representations  as to the validity or sufficiency of
this Indenture or any other Basic Document,  of the Certificates (other than the
signatures of the Owner Trustee or the Indenture Trustee on the Certificates) or
the Notes,  or of any Related  Documents.  The Owner  Trustee and the  Indenture
Trustee shall at no time have any  responsibility  or liability  with respect to
the  sufficiency  of the Trust Estate or its ability to generate the payments to
be  distributed  to   Certificateholders   under  the  Trust  Agreement  or  the
Noteholders under this Indenture,  including, the compliance by the Depositor or
the Sellers 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 any
other person taken in the name of the Owner Trustee or the Indenture Trustee.

Section 3.23 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 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 other Basic Documents.

Section 3.24 Notice of Events of Default.  The Issuer  shall give the  Indenture
Trustee,  the Enhancer and the Rating  Agencies  prompt  written  notice of each
Event of Default hereunder and under the Trust Agreement.

Section  3.25  Further  Instruments  and Acts.  Upon  request  of the  Indenture
Trustee,  the Issuer shall execute and deliver such further  instruments  and do
such  further  acts as may be  reasonably  necessary or proper to carry out more
effectively the purposes of this Indenture.

Section  3.26  Statements  to  Noteholders.  On each Payment  Date,  each of the
Indenture  Trustee and the  Certificate  Registrar  shall make  available to the
Enhancer, the Depositor,  the Owner Trustee, each Rating Agency, each Noteholder
and each Certificateholder,  the Servicing Certificate provided to the Indenture

                                       15
<PAGE>

Trustee by the Servicer relating to such Payment Date and delivered  pursuant to
Section 4.01 of the Servicing Agreement.

        The Indenture  Trustee will make the Servicing  Certificate (and, at its
option,  any additional  files containing the same information in an alternative
format)  available  each month to  Securityholders  and the Enhancer,  and other
parties to this  Indenture via the Indenture  Trustee's  internet  website.  The
Indenture   Trustee's   internet   website   shall   initially   be  located  at
"www.ctslink.com".  Assistance  in using the  website can be obtained by calling
the Indenture  Trustee's  customer service desk at (301) 815-6600.  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  such.  The Indenture  Trustee shall have the right to change the
way the  statement  to  Securityholders  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.   The  Indenture  Trustee  may  require
registration  and acceptance of a disclaimer in connection with providing access
to its website.

Section  3.27  Determination  of Note Rate.  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, the Indenture
Trustee shall  determine  LIBOR and the  applicable  Note Rate for such Interest
Period and shall inform the Issuer,  the Servicer and the  Depositor by means of
the Indenture Trustee's online service.

Section 3.28 Payments under the Policy.

(a)     (i) If the Servicing  Certificate specifies a Policy Draw Amount for any
        Payment Date,  the Indenture  Trustee shall make a draw on the Policy in
        an amount  specified in the Servicing  Certificate for such Payment Date
        or, if no amount is specified,  the Indenture  Trustee shall make a draw
        on the  Policy in the  amount by which the amount on deposit in the Note
        Payment  Account is less than  interest due on the Notes on such Payment
        Date.

(ii)    The Indenture Trustee shall deposit or cause to be deposited such Policy
        Draw Amount into the Note  Payment  Account on such  Payment Date to the
        extent  such  amount   relates  to  clause  (a)  of  the  definition  of
        "Deficiency Amount" or clause (b) of the definition of "Insured Amount".

(iii)   To the extent such  amount  relates to clause (b) of the  definition  of
        "Deficiency  Amount",  the  Indenture  Trustee shall deposit such amount
        into the Note Payment Account.

(b)     The Indenture Trustee shall submit, if a Policy Draw Amount is specified
        in any statement to Securityholders prepared pursuant to Section 4.01 of
        the Servicing Agreement, the Notice of Nonpayment and Demand for Payment
        of Insured  Amounts (in the form attached as Exhibit A to the Policy) to
        the Enhancer no later than 12:00 noon, New York City time, on the second
        (2nd) Business Day prior to the applicable Payment Date.

Section 3.29 Replacement Enhancement. The Issuer (or the Servicer on its behalf)
may, at its expense,  in accordance with and upon satisfaction of the conditions
set forth herein,  but shall not be required to, obtain a surety bond, letter of

                                       16
<PAGE>

credit,  guaranty or reserve  account as a Permitted  Investment  for amounts on
deposit in the Capitalized  Interest Account,  or may arrange for any other form
of additional credit enhancement;  provided, that after prior notice thereto, no
Rating  Agency shall have informed the Issuer that a Rating Event would occur as
a result thereof (without taking the Policy into account); and provided further,
that the issuer of any such  instrument or facility and the timing and mechanism
for drawing on such additional  enhancement shall be acceptable to the Indenture
Trustee and the  Enhancer.  It shall be a condition to  procurement  of any such
additional  credit  enhancement that there be delivered to the Indenture Trustee
and the Enhancer (a) an Opinion of Counsel,  acceptable in form to the Indenture
Trustee and the Enhancer, from counsel to the provider of such additional credit
enhancement with respect to the enforceability thereof and such other matters as
the Indenture  Trustee or the Enhancer may require and (b) an Opinion of Counsel
to the effect that the procurement of such additional  enhancement would not (i)
adversely  affect in any  material  respect  the tax  status of the Notes or the
Certificates  or (ii) cause the Issuer to be  taxable  as an  association  (or a
publicly traded partnership) for federal income tax purposes or to be classified
as a taxable mortgage pool within the meaning of Section 7701(i) of the Code.

Section 3.30   Additional Representations of the Issuer.
               ----------------------------------------

        The Issuer hereby  represents and warrants to the Indenture Trustee that
as of the Closing Date (which  representations  and warranties shall survive the
execution of this Indenture):

(a) This Indenture creates a valid and continuing  security interest (as defined
in the applicable UCC) in the Mortgage Notes in favor of the Indenture  Trustee,
which  security  interest  is prior to all  other  Liens  (except  as  expressly
permitted  otherwise in this  Indenture),  and is enforceable as such as against
creditors of and purchasers from the Issuer.

(b) The  Mortgage  Notes  constitute  "instruments"  within  the  meaning of the
applicable UCC.

(c) The Issuer owns and has good and marketable title to the Mortgage Notes free
and clear of any Lien of any Person.

(d) The original  executed  copy of each  Mortgage Note (except for any Mortgage
Note with  respect  to which a Lost Note  Affidavit  has been  delivered  to the
Custodian) has been delivered to the Custodian.

(e) The Issuer has received a written acknowledgment from the Custodian that the
Custodian is acting solely as agent of the Indenture  Trustee for the benefit of
the Noteholders.

(f) Other than the security  interest granted to the Indenture  Trustee pursuant
to this  Indenture,  the  Issuer  has not  pledged,  assigned,  sold,  granted a
security  interest in, or otherwise  conveyed  any of the  Mortgage  Notes.  The
Issuer  has not  authorized  the  filing  of and is not  aware of any  financing
statements against the Issuer that include a description of collateral  covering
the Mortgage Notes other than any financing  statement  relating to the security
interest  granted to the Indenture  Trustee  hereunder or any security  interest
that has been  terminated.  The Issuer is not aware of any  judgment or tax lien
filings against the Issuer.

                                       17
<PAGE>

(g) None of the Mortgage Notes has any marks or notations  indicating  that they
have been pledged,  assigned or otherwise  conveyed to any Person other than the
Indenture  Trustee,  except for (i) any endorsements that are part of a complete
chain of endorsements  from the originator of the Mortgage Note to the Indenture
Trustee,  and (ii) any marks or  notations  pertaining  to Liens  that have been
terminated or released.

(h) None of the  provisions  of this  Section  3.30 shall be waived  without the
prior  written  confirmation  from  Standard & Poor's that such waiver shall not
result in a reduction or withdrawal of the  then-current  rating of any Class of
Notes.

                                   ARTICLE IV

               The Notes; Satisfaction and Discharge of Indenture

Section 4.01 The Notes;.  The Notes shall be registered in the name of a nominee
designated  by the  Depository.  Beneficial  Owners will hold  interests  in the
Notes,  through the book-entry  facilities of the Depository in minimum  initial
denominations  representing Note Balances of $250,000 and integral  multiples of
$1,000 in excess  thereof,  and with respect to the Class A-IO Notes, a Notional
Amount equal to  $1,000,000  and in integral  multiples of  $1,000,000 in excess
thereof.

        The  Indenture  Trustee may for all  purposes  (including  the making of
payments  due  on  the  Notes)  deal  with  the  Depository  as  the  authorized
representative  of the  Beneficial  Owners  with  respect  to the  Notes for the
purposes of exercising the rights of Noteholders  hereunder.  Except as provided
in the next succeeding  paragraph of this Section 4.01, the rights of Beneficial
Owners with  respect to the 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  Notes as to which  they are the
Beneficial Owners. Requests and directions from, and votes of, the Depository as
Noteholder of the 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  Noteholders  and give notice to the  Depository  of such record date.
Without  the  consent of the Issuer and the  Indenture  Trustee,  no Note may be
transferred by the Depository  except to a successor  Depository  that agrees to
hold such Note for the account of the Beneficial Owners.

        In the event the  Depository  Trust  Company  resigns  or is  removed as
Depository,  the Indenture Trustee,  at the request of the Servicer and 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  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
and upon Issuer Order,  authenticated by the Note Registrar and delivered by the
Indenture Trustee to or upon the order of the Issuer.

                                       18
<PAGE>

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. The Issuer hereby appoints the Indenture Trustee as the initial
Note Registrar.

        Subject  to the  restrictions  and  limitations  set forth  below,  upon
surrender  for  registration  of  transfer  of any 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 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 like tenor, in each case 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 Issuer 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  Noteholder  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
cancelled  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 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 Trust Agreement.  The Indenture  Trustee hereby accepts such
appointment.

        Each purchaser of a Note, by its acceptance of the Note, shall be deemed
to have  represented  that  the  acquisition  and  holding  of such  Note by the
purchaser  does not  constitute or give rise to a prohibited  transaction  under
Section  406 of ERISA or  Section  4975 of the  Code,  for  which no  statutory,
regulatory or administrative exemption is available.

                                       19
<PAGE>

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  Noteholder  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
none of the  Issuer,  the  Indenture  Trustee  or 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

                                       20
<PAGE>

promptly cancelled 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 cancelled by the Indenture Trustee.
No  Notes  shall  be  authenticated  in lieu  of or in  exchange  for any  Notes
cancelled as provided in this  Section  4.05,  except as expressly  permitted by
this Indenture.  All cancelled 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.  Each Class of Notes,  upon original  issuance,
shall 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. Such 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 shall  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:

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

(b) 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;

(c) 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;

(d) 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  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

(e) whenever this Indenture  requires or permits  actions to be taken based upon
instructions  or  directions  of  Noteholders  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 Noteholders 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

                                       21
<PAGE>

specified herein to be given to Noteholders 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,  Beneficial  Owners  of  Notes  representing  beneficial
interests  aggregating  at least a majority of the aggregate Note Balance of the
Notes 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  (or  Percentage  Interest of the Book-Entry
Notes  being  transferred  pursuant  to  clause  (iii)  above),  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 each 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
Noteholders 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 (exclusive of any
payment of Interest  Shortfalls  to the holders of the Class A-IO  Notes),  will
qualify  as  regular  interests  in a REMIC as defined in the Code which will be
treated as indebtedness for purposes of such taxes. 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 (exclusive of any payment of Interest Shortfalls
to the holders of the Class A-IO Notes),  for federal,  state and local  income,
single  business and franchise  tax purposes as regular  interests in a REMIC as
defined in the Code which will be treated as  indebtedness  for purposes of such
taxes.

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,
3.16, 3.18 and 3.19, (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

                                       22
<PAGE>

(A)                          either

     (1)  all 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)  all Notes not  theretofore  delivered  to the  Indenture  Trustee  for
          cancellation

          a)   have become due and payable,

          b)   will become due and payable at the Final  Payment Date 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 and Certificates  then  outstanding not theretofore  delivered to the
Indenture  Trustee  for  cancellation  when due on the Final  Payment  Date,  as
evidenced to the  Indenture  Trustee by an  accountant's  letter or an Officer's
Certificate of the Issuer;

     (3)  the  Issuer  has paid or  caused  to be paid all  other  sums  payable
          hereunder and under the Insurance Agreement by the Issuer; and

     (4)  the Issuer has delivered to the Indenture  Trustee and the Enhancer an
          Officer's  Certificate  and an Opinion of  Counsel,  each  meeting the
          applicable  requirements  of Section  10.01 and 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,  the  Enhancer,  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  Securityholders  of
Securities,  of all  sums  due and to  become  due  thereon  for  principal  and


                                       23
<PAGE>

interest;  but such monies need not be segregated from other funds except to the
extent required herein or required by law.

Section 4.12   Subrogation and Cooperation.

(a) The Issuer and the Indenture Trustee  acknowledge that (i) to the extent the
Enhancer  makes payments under the Policy on account of principal of or interest
on the Mortgage Loans,  the Enhancer will be fully  subrogated to the rights the
Noteholders to receive such principal of and interest on the Mortgage Loans, and
(ii) the  Enhancer  shall be paid  such  principal  and  interest  only from the
sources and in the manner provided herein and in the Insurance Agreement for the
payment of such principal and interest.

        The  Indenture   Trustee  shall  cooperate  in  all  respects  with  any
reasonable  request by the  Enhancer  for  action to  preserve  or  enforce  the
Enhancer's  rights or interest under this Indenture or the Insurance  Agreement,
consistent  with  this  Indenture  and  without   limiting  the  rights  of  the
Noteholders  as  otherwise  set  forth  in the  Indenture,  including  upon  the
occurrence and continuance of a default under the Insurance Agreement, a request
(which  request  shall be in writing)  to take any one or more of the  following
actions:

(i)     institute  Proceedings for the collection of all amounts then payable on
        the  Notes or under  this  Indenture  in  respect  to the  Notes and all
        amounts  payable  under  the  Insurance  Agreement  and to  enforce  any
        judgment obtained and collect from the Issuer monies adjudged due;

(ii)    sell the  Trust  Estate or any  portion  thereof  or rights or  interest
        therein,  at one or more public or private  Sales (as defined in Section
        5.15 hereof) called and conducted in any manner permitted by law;

(iii)   file or record all assignments that have not previously been recorded;

(iv)    institute  Proceedings  from time to time for the  complete  or  partial
        foreclosure of this Indenture; and

(v)     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 Enhancer hereunder.

        Following the payment in full of the Notes,  the Enhancer shall continue
to have all rights and  privileges  provided to it under this Section and in all
other provisions of this Indenture, until all amounts owing to the Enhancer have
been paid in full.

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 Paying Agent (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.

                                       24
<PAGE>

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 Noteholder.  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 and the Enhancer,  within five days after  learning of the occurrence of
any event that with the  giving of notice and the lapse of time would  become an
Event of  Default  under  clause  (c) of the  definition  of "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 shall occur and be continuing, then and in every such case the Indenture
Trustee,  acting at the  direction of the Enhancer or the  Noteholders  of Notes
representing  not less than a majority  of the  aggregate  Voting  Rights of the
Notes,  with the written  consent of the  Enhancer,  may 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 the 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 provided in this Article V, the Enhancer or the Noteholders of Notes
representing  a majority of the aggregate  Voting Rights of the Notes,  with the
written  consent  of the  Enhancer,  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:

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

                                       25
<PAGE>

(i)     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;

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

(iii)   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 if default in the payment of (i) any interest
        on any Note when the same  becomes  due and  payable,  and such  default
        continues  for a period of five days,  or (ii) the  principal  of or any
        installment  of the  principal of any Note when the same becomes due and
        payable,  the Issuer shall, upon demand of the Indenture Trustee, pay to
        it, for the benefit of the  Noteholders,  the entire amount then due and
        payable on the Notes for principal  and  interest,  with interest on 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, disbursements and advances 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 on the Notes and
        collect in the manner  provided by law out of the property of the Issuer
        or other obligor on the Notes, wherever situated, the monies adjudged or
        decreed to be payable.

(c)     If an Event of Default  shall  occur and be  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)     If there shall be pending,  relative to the Issuer or any other  obligor
        on 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

                                       26
<PAGE>

        similar  law, or if 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 if there shall be any other comparable
        judicial  Proceedings  relative to the Issuer or other any other obligor
        on the Notes,  or relative to the creditors or property of the Issuer or
        such other obligor, then 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 entire  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,  and all advances
     made,  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  Noteholders 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 Noteholders 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 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,  and all advances made, 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 Noteholder  thereof or to authorize the
Indenture  Trustee to vote in respect of the claim of any Noteholder in any such


                                       27
<PAGE>

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 Noteholders.

(g) In  any  Proceedings  to  which  the  Indenture  Trustee  shall  be a  party
(including any Proceedings involving the interpretation of any provision of this
Indenture),  the Indenture  Trustee shall be held to represent all  Noteholders,
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,  then the
        Indenture  Trustee,  subject to the  provisions of Section 10.17 hereof,
        with the  written  consent  of the  Enhancer  may,  or,  at the  written
        direction of the Enhancer,  shall,  do one or more of the following,  in
        each case 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,  and all  amounts  payable  under  the  Insurance  Agreement,
        enforce any judgment obtained, and collect from the Issuer and any other
        obligor on the 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 Noteholders; and

(iv)    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  may not  sell  or  otherwise
liquidate  the  Trust  Estate  following  an Event of  Default,  unless  (A) the
Indenture Trustee obtains the consent of the Enhancer, which consent will not be
unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance
of the Notes,  (B) the  proceeds of such sale or  liquidation  distributable  to
Noteholders  are sufficient to discharge in full all amounts then due and unpaid
upon the Notes for  principal and interest and to reimburse the Enhancer for any
amounts drawn under the Policy and any other amounts due the Enhancer  under the
Insurance  Agreement or (C) the Indenture  Trustee  determines that the Mortgage
Loans will not continue to provide sufficient funds for the payment of principal


                                       28
<PAGE>

of and  interest on the Notes as they would have become due if the Notes had not
been declared due and payable,  and the Indenture Trustee obtains the consent of
the  Enhancer,  which  consent  will  not  be  unreasonably  withheld,  and  the
Noteholders  of 66  2/3%  of  the  aggregate  Voting  Rights  of the  Notes.  In
determining such sufficiency or insufficiency with respect to clause (B) and (C)
above,  the Indenture  Trustee may, but need not,  obtain and rely, and shall be
protected in relying in good faith, 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,  provided that a Servicing Default shall not have
occurred, any Sale (as defined in Section 5.15 hereof) of the Trust Estate shall
be made subject to the continued servicing of the Mortgage Loans by the Servicer
as provided in the Servicing Agreement. Notwithstanding any sale of the Mortgage
Loans pursuant to this Section 5.04(a), the Indenture Trustee shall, for so long
as any principal or accrued  interest on the Notes remains  unpaid,  continue to
act as Indenture  Trustee hereunder and to draw amounts payable under the Policy
in accordance with the terms of the Policy.

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

             FIRST: to the Indenture Trustee for amounts due under Section 6.07;

               SECOND:to  the  Noteholders  for  amounts  due and  unpaid on the
               related Notes for interest, including accrued and unpaid interest
               on the  Notes  for  any  prior  Payment  Date,  ratably,  without
               preference or priority of any kind,  according to the amounts due
               and payable on such Notes for interest from amounts  available in
               the Trust Estate for such Noteholders, but excluding any Interest
               Shortfalls;

               THIRD:  to the  Noteholders  for  amounts  due and  unpaid on the
               related  Notes for  principal,  ratably,  without  preference  or
               priority of any kind, according to the amounts due and payable on
               such Notes for  principal,  from  amounts  available in the Trust
               Estate for such  Noteholders,  until the respective Note Balances
               of such Notes have been reduced to zero;

               FOURTH:to  the payment of all amounts due and owing the  Enhancer
               under the Insurance Agreement;

               FIFTH:  to the  Noteholders  for  amounts  due and  unpaid on the
               related  Notes for Interest  Shortfalls,  if any,  including  any
               unpaid  Interest  Shortfalls  on the Notes for any prior  Payment
               Date,  ratably,  without  preference  or  priority  of any  kind,
               according to such amounts due and payable from amounts  available
               in  the  Trust  Estate  for  such  Noteholders;

               SIXTH:  to the  Certificate  Paying  Agent for  amounts due under
               Article VIII of the Trust Agreement; and

               SEVENTH:  to the payment of the remainder,  if any, to the Issuer
               or any other person legally entitled thereto.

                                       29
<PAGE>

        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 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, but need not (but shall at the written  direction of the
Enhancer),  elect to take and maintain possession of the Trust Estate. It is the
desire of the  parties  hereto  and the  Noteholders  that there be at all times
sufficient  funds for the payment of  principal of and interest on the Notes and
other  obligations  of the Issuer  including  payment to the  Enhancer,  and the
Indenture  Trustee shall take such desire into account when determining  whether
or not to take and  maintain  possession  of the Trust  Estate.  In  determining
whether to take and  maintain  possession  of the Trust  Estate,  the  Indenture
Trustee may, but need not, obtain and rely, and shall be protected in relying in
good faith, 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.

Section  5.06  Limitation  of  Suits.  No  Noteholder  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:

(a) such Noteholder  shall have previously given written notice to the Indenture
Trustee of a continuing Event of Default;

(b) the  Noteholders of not less than 25% of the aggregate  Voting Rights of the
Notes shall 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;

(c) such  Noteholder or  Noteholders  shall have offered the  Indenture  Trustee
reasonable indemnity against the costs,  expenses and liabilities to be incurred
by it in complying with such request;

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

(e) no direction inconsistent with such written request shall have been given to
the Indenture Trustee during such 60-day period by the Noteholders of a majority
of the aggregate Voting Rights of the Notes or by the Enhancer.

        It is understood and intended that no Noteholder 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 Noteholders or
to obtain or to seek to obtain priority or preference over any other Noteholders
or to enforce  any right  under  this  Indenture,  except in the  manner  herein
provided.

                                       30
<PAGE>

        In  the  event  the  Indenture  Trustee  shall  receive  conflicting  or
inconsistent requests and indemnity from two or more groups of Noteholders, each
representing  less than a majority of the aggregate  Voting Rights of the Notes,
the Indenture  Trustee  shall act at the  direction of the group of  Noteholders
with the greater  Voting Rights.  In the event that the Indenture  Trustee shall
receive  conflicting  or  inconsistent  requests and indemnity  from two or more
groups of Noteholders  representing  the same Voting Rights,  then 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.  Subject to the  provisions of this  Indenture,  the Noteholder of any
Note shall have the  right,  which is  absolute  and  unconditional,  to receive
payment of the principal of and  interest,  if any, 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 Noteholder.

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,  the Enhancer or 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, 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,  the  Enhancer or any  Noteholder  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 Enhancer or  Noteholders.  The Enhancer (so long as no
Enhancer  Default  exists) or the  Noteholders  of a majority  of the  aggregate
Voting Rights of Notes with the consent of the Enhancer, 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:

                                       31
<PAGE>

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

(b) 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 Enhancer (so long
as no Enhancer  Default exists) or by the Noteholders of Notes  representing not
less than 100% of the  aggregate  Voting Rights of the Notes with the consent of
the Enhancer;

(c) if the  conditions  set forth in Section 5.05 shall have been  satisfied and
the  Indenture  Trustee  elects to  retain  the Trust  Estate  pursuant  to such
Section,  then any direction to the Indenture  Trustee by  Noteholders  of Notes
representing  less than 100% of the aggregate Voting Rights of the Notes to sell
or liquidate the Trust Estate shall be of no force and effect; and

(d) 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
(in its sole  discretion)  might  involve it in  liability  or might  materially
adversely  affect the rights of any  Noteholders  not consenting to such action,
unless the Trustee has received  satisfactory  indemnity  from the Enhancer or a
Noteholder.

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
Enhancer (so long as no Enhancer  Default exists) or the Noteholders of not less
than a majority of the aggregate Voting Rights of the Notes, with the consent of
the Enhancer,  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 that cannot
be modified or amended  without the consent of the  Noteholder  of each Note. In
the  case  of any  such  waiver,  the  Issuer,  the  Indenture  Trustee  and the
Noteholders  shall be restored to their  respective  former positions and rights
hereunder;  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  Noteholder  by such  Noteholder's  acceptance of the related Note shall be
deemed to have  agreed,  that any court may in its  discretion  require,  in any
Proceeding for the enforcement of any right or remedy under this  Indenture,  or
in any Proceeding  against the Indenture Trustee for any action taken,  suffered
or omitted by it as Indenture Trustee,  the filing by any party litigant in such
Proceeding of an undertaking to pay the costs of such Proceeding,  and that such
court  may in its  discretion  assess  reasonable  costs,  including  reasonable
attorneys'  fees,  against  any party  litigant in such  Proceeding,  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
Proceeding instituted by the Indenture Trustee, (b) any Proceeding instituted by


                                       32
<PAGE>

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  Proceeding
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  (a  "Sale")  of any
        portion  of the Trust  Estate  pursuant  to  Section  5.04 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 and under
        the Insurance  Agreement 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:

(i)     the  Noteholders  of all Notes and the  Enhancer  direct  the  Indenture
        Trustee to make, such Sale,

(ii)    the proceeds of such Sale would be not less than the entire  amount that
        would  be   payable   to  the   Noteholders   under   the   Notes,   the
        Certificateholders under the Certificates and the Enhancer in respect of
        amounts  drawn under the Policy and any other  amounts due the  Enhancer
        under the  Insurance  Agreement,  in full payment  thereof in accordance
        with Section 5.02, on the Payment Date next  succeeding the date of such
        Sale, or

                                       33
<PAGE>


(iii)the  Indenture  Trustee  determines,  in  its  sole  discretion,  that  the
     conditions  for  retention  of the Trust  Estate set forth in Section  5.05
     cannot be  satisfied  (in  making  any such  determination,  the  Indenture
     Trustee  may rely and shall be  protected  in relying in good faith upon an
     opinion of an Independent investment banking firm obtained and delivered as
     provided in Section  5.05),  and the Enhancer  consents to such Sale (which
     consent shall not be unreasonably  withheld),  and the Noteholders of Notes
     representing  at least 66 2/3% of the aggregate  Voting Rights of the Notes
     consent to 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)     Unless the Noteholders  and the Enhancer shall have otherwise  consented
        or  directed  the  Indenture  Trustee,  at any public Sale of all or any
        portion of the Trust  Estate at which a minimum  bid equal to or greater
        than the amount  described in paragraph  (ii) of subsection  (b) of this
        Section 5.15 has not been  established  by the Indenture  Trustee and no
        Person bids an amount  equal to or greater  than such  amount,  then the
        Indenture  Trustee  shall  bid an amount  at least  $1.00  more than the
        highest  other  bid,  which bid shall be subject  to the  provisions  of
        Section 5.15(d)(ii) herein.

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

(i)  any Noteholder may bid for and, with the consent of the Enhancer,  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  Noteholders
     thereof after being appropriately stamped to show such partial payment;

(ii) 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. In lieu
     of paying cash therefor,  the Indenture Trustee may make settlement for the
     purchase price by crediting the gross Sale price against the sum of (A) the
     amount   that  would  be   distributable   to  the   Noteholders   and  the
     Certificateholders  and amounts  owing to the  Enhancer 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 that 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;

(iii)   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;

(iv)    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

                                       34
<PAGE>

(v)     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.

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).

Section 5.17   Performance and Enforcement of Certain Obligations.
               --------------------------------------------------

(a) Promptly  following a written  request  from the  Enhancer or the  Indenture
Trustee (with the written consent of the Enhancer),  the Issuer, in its capacity
as owner of the Mortgage Loans, shall, with the written consent of the Enhancer,
take all such lawful  action as the  Indenture  Trustee may request to cause the
Issuer to compel or secure the performance and observance by the Sellers and the
Servicer, as applicable,  of each of their obligations to the Issuer under or in
connection  with the Purchase  Agreement  and the  Servicing  Agreement,  and to
exercise any and all rights, remedies,  powers and privileges lawfully available
to the  Issuer  under or in  connection  with  the  Purchase  Agreement  and the
Servicing  Agreement to the extent and in the manner  directed by the  Indenture
Trustee, as pledgee of the Mortgage Loans, including the transmission of notices
of  default  on the  part of the  Sellers  or the  Servicer  thereunder  and the
institution  of legal or  administrative  actions  or  proceedings  to compel or
secure  performance by the Sellers or the Servicer of each of their  obligations
under the Purchase Agreement and the Servicing Agreement.

(b) If an Event of Default shall have occurred and be continuing,  the Indenture
Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Enhancer
under the Servicing Agreement,  may, and at the direction (which direction shall
be in writing or by telephone (confirmed in writing promptly thereafter)) of the
Noteholders  of 66 2/3% of the  aggregate  Voting  Rights of the  Notes,  shall,
exercise  all  rights,  remedies,  powers,  privileges  and claims of the Issuer
against the Sellers or the  Servicer  under or in  connection  with the Purchase
Agreement and the Servicing Agreement,  including the right or power to take any
action to compel or secure  performance  or  observance  by the  Sellers  or the
Servicer,  as the  case  may be,  of each of  their  obligations  to the  Issuer
thereunder  and to give  any  consent,  request,  notice,  direction,  approval,
extension or waiver under the Purchase Agreement and the Servicing Agreement, as
the case may be,  and any right of the Issuer to take such  action  shall not be
suspended.  In connection therewith, as determined by the Indenture Trustee, the
Issuer  shall take all actions  necessary to effect the transfer of the Mortgage
Loans to the Indenture Trustee.

                                       35
<PAGE>

                                   ARTICLE VI

                              The Indenture Trustee

Section 6.01   Duties of Indenture Trustee.

(a)     If an Event of  Default  shall  have  occurred  and be  continuing,  the
        Indenture  Trustee shall  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:

(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,  reports  or
        opinions  furnished  to the  Indenture  Trustee  and  conforming  to the
        requirements of this Indenture;  provided,  however,  that the Indenture
        Trustee  shall  examine  the  certificates,   reports  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  (a) 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 or any  direction  from the
        Enhancer  that the  Enhancer  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 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


                                       36
<PAGE>

        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
        TIA.

(h)     With respect to each Payment  Date,  on the Business Day  following  the
        related Determination Date, the Indenture Trustee shall forward or cause
        to be forwarded by mail, or other mutually  agreed-upon  method,  to the
        Enhancer and the  Servicer,  a statement  setting  forth,  to the extent
        applicable,  during the Pre-Funding  Period, the Pre-Funded Amount as of
        such  Determination  Date  and any  transfers  of  funds  in  connection
        therewith.

(i)     The Indenture Trustee hereby accepts  appointment as Certificate  Paying
        Agent under the Trust Agreement and agrees to be bound by the provisions
        of the Trust  Agreement  relating to the Certificate  Paying Agent.  The
        Indenture Trustee hereby agrees to be bound by the provisions of Article
        IX of the Trust Agreement.

(j)     The Indenture  Trustee shall not be required to take notice or be deemed
        to have notice or knowledge of any Event of Default (except for an Event
        of Default  specified in clause (a) of the definition  thereof) unless a
        Responsible Officer of the Indenture Trustee shall have received written
        notice or have actual  knowledge  thereof.  In the absence of receipt of
        such notice or such knowledge,  the Indenture  Trustee may  conclusively
        assume that there is no default or Event of Default.

(k)     The  Indenture  Trustee  shall have no duty to see to any  recording  or
        filing of any financing statement or continuation statement evidencing a
        security  interest or to see to the maintenance of any such recording or
        filing or to any rerecording or refiling of any thereof.

Section 6.02   Rights of Indenture Trustee.

(a) The  Indenture  Trustee  may  rely and  shall  be  protected  in  acting  or
refraining from acting in good faith upon any resolution, Officer's Certificate,
opinion  of  counsel,   certificate  of  auditors,  or  any  other  certificate,
statement,  instrument, report, notice, consent or other 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 any such
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
any such 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


                                       37
<PAGE>

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.

               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.

               The  Indenture  Trustee  shall not be  personally  liable for any
action  taken,  suffered or omitted by it in good faith and believed by it to be
authorized  or within the  discretion or rights or powers  conferred  upon it by
this  Agreement,  unless  it shall be  proved  that the  Indenture  Trustee  was
negligent in ascertaining the pertinent facts.

(e) Prior to the  occurrence  of an Event of  Default  hereunder,  and after the
curing or waiver of all Events of Default that may have occurred,  the Indenture
Trustee shall not be bound to make any  investigation  into the facts or matters
stated in any resolution,  certificate,  statement, instrument, opinion, report,
notice,  request,  consent,  order,  approval,  bond or other paper or document,
unless requested in writing to do so by the Enhancer or Noteholders representing
a majority  of the  aggregate  Voting  Rights;  provided,  however,  that if the
payment within a reasonable time to the Indenture Trustee of the costs, expenses
or liabilities  likely to be incurred by it in the making of such  investigation
is, in the  opinion of the  Indenture  Trustee,  not  assured  to the  Indenture
Trustee  by the  security  afforded  to it by the terms of this  Indenture,  the
Indenture  Trustee may require  indemnity  satisfactory to the Indenture Trustee
against  such  cost,  expense or  liability  as a  condition  to taking any such
action.

(f) The  Indenture  Trustee  shall be under no obligation to exercise any of the
trusts or powers  vested in it by this  Agreement  or to  institute,  conduct or
defend any litigation  hereunder or in relation hereto at the request,  order or
direction of any of the Noteholders or the Enhancer,  pursuant to the provisions
of this Agreement,  unless the Noteholders or the Enhancer shall have offered to
the  Indenture  Trustee  reasonable  security  or  indemnity  against the costs,
expenses  and  liabilities  which may be incurred  therein or  thereby;  nothing
contained  herein  shall,   however,   relieve  the  Indenture  Trustee  of  the
obligation, upon the occurrence of an Event of Default (which has not been cured
or  waived),  to  exercise  such of the rights  and powers  vested in it by this
Agreement,  and to use the same degree of care and skill in their  exercise as a
prudent investor would exercise or use under the circumstances in the conduct of
such investor's own affairs.

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, co-registrar or


                                       38
<PAGE>

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 in
this  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 thereon.

Section 6.05 Notice of Event of Default.  If an Event of Default shall occur and
be continuing, and if such Event of Default is known to a Responsible Officer of
the Indenture  Trustee,  then the Indenture Trustee shall give notice thereof to
the Enhancer. The Indenture Trustee shall mail to each Noteholder notice of such
Event of Default within 90 days after it occurs.  Except in the case of an Event
of Default  with respect to the payment of principal of or interest on any Note,
the Indenture  Trustee may withhold such notice if and so long as a committee of
its Responsible  Officers in good faith  determines that withholding such notice
is in the interests of the Noteholders.

Section 6.06 Reports by Indenture Trustee to Noteholders.  The Indenture Trustee
shall deliver to each Noteholder  such  information as may be required to enable
such  Noteholder  to  prepare  its  federal  and state  income tax  returns.  In
addition, upon Issuer Request, the Indenture Trustee shall promptly furnish such
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
compensated  and  indemnified by the Servicer in accordance with Section 6.06 of
the Servicing  Agreement.  All amounts owing the Indenture  Trustee hereunder in
excess of such amount,  as well as any amount owed to the  Indenture  Trustee in
accordance  with  Section  6.06 of the  Servicing  Agreement,  to the extent the
Servicer  has failed to pay 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  reasonable  out-of-pocket  expenses  incurred or made by it,  including
costs of  collection,  in addition to the  compensation  for its services.  Such
expenses shall include the reasonable compensation,  expenses, disbursements and
advances of the Indenture  Trustee's agents,  counsel,  accountants and experts.
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 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.

                                       39
<PAGE>

        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
specified  in clause (c) or (d) of the  definition  thereof  with respect to the
Issuer,  such  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. The Indenture  Trustee may resign at any
time  by so  notifying  the  Issuer  and  the  Enhancer.  The  Enhancer  or  the
Noteholders  of a majority of the aggregate Note Balance of the Notes may remove
the Indenture Trustee by so notifying the Indenture Trustee and the Enhancer (if
given by such Noteholders) and may appoint a successor Indenture Trustee. Unless
a Servicer  Default has  occurred  and is  continuing,  the  appointment  of any
successor  Indenture  Trustee shall be subject to the prior written  approval of
the Servicer. The Issuer shall remove the Indenture Trustee if:

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

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

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

(d) the Indenture  Trustee  otherwise becomes incapable of fulfilling its duties
under the Basic Documents.

        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 with the consent of
the Enhancer, which consent shall not be unreasonably withheld. In addition, the
Indenture Trustee shall 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 the 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,  then the retiring
Indenture Trustee, the Issuer or the Noteholders of a majority of aggregate Note
Balance of the Notes may petition any court of  competent  jurisdiction  for the
appointment of a successor Indenture Trustee.

                                       40
<PAGE>

        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, then 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 with
written notice of any such transaction occurring after the Closing Date.

        If at  the  time  of  any  such  succession  by  merger,  conversion  or
consolidation, any of the Notes shall have been authenticated but not delivered,
then any such  successor to the Indenture  Trustee may adopt the  certificate of
authentication   of  any  predecessor   trustee,   and  deliver  such  Notes  so
authenticated.   If  at  such  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 that 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 such  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,  of all or any
        part of the  Issuer,  and to vest in such  Person  or  Persons,  in such
        capacity and for the benefit of the Noteholders, such title to the Trust
        Estate,  or any part thereof,  and,  subject to the other  provisions of
        this Section, such powers, duties, obligations, rights and trusts as the
        Indenture Trustee may consider necessary or desirable.  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  co-trustee 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


                                       41
<PAGE>

          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  Indenture 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 A or better by Moody's.  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 that has resigned or been removed
shall be subject to TIA ss. 311(a) to the extent indicated.

                                       42
<PAGE>

Section 6.13  Representations  and  Warranties.  The  Indenture  Trustee  hereby
represents and warrants that:

(a) The  Indenture  Trustee  is duly  organized,  validly  existing  and in good
standing as a national  banking  association with power and authority to own its
properties and to conduct its business as such  properties  are currently  owned
and such business is currently conducted.

(b) 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.

(c) 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.

(d) 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.

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

     Section 6.14  Directions to Indenture  Trustee.  The  Indenture  Trustee is
          hereby directed:

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

(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.

                                       43
<PAGE>

                                  ARTICLE VII

                         Noteholders' Lists and Reports

Section  7.01  Issuer  to  Furnish  Indenture  Trustee  Names and  Addresses  of
Noteholders.  The Issuer shall 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  Noteholders  as of such  Record  Date,  and (b) at such other  times as the
Indenture Trustee and the Enhancer 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  for so  long as the  Indenture  Trustee  is the  Note
Registrar, no such list need 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  Noteholders  contained in the most
recent list  furnished to the Indenture  Trustee as provided in Section 7.01 and
the names and addresses of the Noteholders  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:

(i)     file with the  Indenture  Trustee,  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 Indenture  Trustee and 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)


                                       44
<PAGE>

        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, 2003,  the  Indenture
Trustee  shall make  available to each  Noteholder as required by TIA ss. 313(c)
and to the Enhancer 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  distribution  to  Noteholders
shall be filed by the Indenture  Trustee with the Commission,  if required,  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  Issuer  shall  cause the  Indenture
Trustee to 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,  and the Enhancer,  the Note Payment  Account as provided in
Section 3.01 of this Indenture.

(b) All monies  deposited from time to time in the Note Payment 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,  and all  investments  made with such monies,
including all income or other gain from such investments, are for the benefit of
the Servicer as provided in Section 5.01 of the Servicing Agreement.

                                       45
<PAGE>

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

        The Indenture Trustee shall invest any funds in the Note Payment Account
in Permitted  Investments  selected in writing by the Servicer maturing no later
than the Business Day  preceding the next  succeeding  Payment Date (except that
any  investment  in the  institution  with  which the Note  Payment  Account  is
maintained may mature on such Payment Date) and shall not be sold or disposed of
prior to the maturity.  In addition,  such  Permitted  Investments  shall not be
purchased  at a price in excess of par.  The  Indenture  Trustee  shall  have no
liability  whatsoever for investment  losses on Permitted  Investments,  if such
investments are made in accordance with the provisions of this Indenture and the
Indenture Trustee is not the obligor under the Permitted Investment.

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  Distribution to Noteholders.  This Indenture and
the respective  obligations and responsibilities of the Issuer and the Indenture
Trustee created hereby shall terminate upon the distribution 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; provided, however, that in no event shall the trust created hereby continue
beyond  the  expiration  of 21 years  from  the  death  of the  survivor  of the
descendants  of Joseph P. Kennedy,  the late  ambassador of the United States to
the Court of St. James's, living on the date hereof.

Section 8.05   Release of Trust Estate.
(a)  Subject  to the  payment of its fees,  expenses  and  indemnification,  the
Indenture  Trustee may, and when required by the provisions of this Indenture or
the Servicing Agreement, 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 Person 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,  (ii) all sums due the Indenture Trustee pursuant to this Indenture


                                       46
<PAGE>

have been paid and (iii) all sums due the Enhancer  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 an Issuer Request accompanied
by an  Officers'  Certificate  and a letter from the  Enhancer  stating that the
Enhancer has no objection to such request from the Issuer.

(d) The Indenture  Trustee shall, at the request of the Issuer or the Depositor,
surrender  the Policy to the Enhancer for  cancellation,  upon final  payment of
principal of and interest on the Notes.

Section 8.06 Surrender of Notes Upon Final  Payment.  By acceptance of any Note,
the Noteholder  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  Noteholders  of any Notes,  but with prior
        notice to the  Rating  Agencies  and the prior  written  consent  of the
        Enhancer (which consent shall not be unreasonably  withheld),  unless an
        Enhancer  Default  shall have  occurred,  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
        Noteholders  or the Enhancer,  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;

                                       47
<PAGE>

(v)     to cure any ambiguity,  to correct any error or to correct or supplement
        any  provision  herein  or in any  supplemental  indenture  that  may be
        inconsistent  with any other  provision  herein  or in any  supplemental
        indenture;

(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  Noteholders  or the  Enhancer  (as  evidenced  by an  Opinion of
        Counsel);

(vii)   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

(viii)  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  TIA or under any  similar  federal  statute  hereafter
        enacted and to add to this  Indenture  such other  provisions  as may be
        expressly required by TIA;

provided,  however,  that no such  supplemental  indenture shall be entered into
unless the  Indenture  Trustee  shall have received an Opinion of Counsel to the
effect that the execution of such  supplemental  indenture will not give rise to
any material adverse tax consequence to the  Noteholders,  including any Adverse
REMIC Event.

        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.

(b) The Issuer and the Indenture Trustee,  when authorized by an Issuer Request,
may,  without the consent of any  Noteholder but with prior notice to the Rating
Agencies and the Enhancer,  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 Noteholders  under this Indenture;  provided,  however,
that such action shall not, as evidenced by an Opinion of Counsel, (i) adversely
affect in any material  respect the interests of any  Noteholder or the Enhancer
or (ii) cause the Issuer to be subject to an entity level tax.

Section 9.02 Supplemental Indentures With Consent of Noteholders. The Issuer and
the Indenture  Trustee,  when authorized by an Issuer  Request,  may, with prior
notice to the  Rating  Agencies  and with the  consent of the  Enhancer  and the
Noteholders  of not less than a majority  of the Voting  Rights of each Class of
Notes  affected  thereby,  by Act (as defined in Section  10.03  hereof) of such
Noteholders  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  Noteholders
under this Indenture;  provided,  however,  that no such supplemental  indenture
shall, without the consent of the Noteholder of each Note affected thereby:

                                       48
<PAGE>

(a) change the date of payment of any installment of principal of or interest on
any Note,  or reduce the  principal  amount  thereof  or the Note 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;

(b) reduce the  percentage of the Voting  Rights of any Class of the Notes,  the
consent  of the  Noteholders  of which  is  required  for any such  supplemental
indenture, or the consent of the Noteholders 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;

(c) 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
"Noteholder";

(d) reduce the  percentage of the aggregate  Voting Rights 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;

(e) 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 other Basic Documents  cannot be modified or waived without the
consent of the Noteholder of each Note affected thereby;

(f) 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

(g) 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  Noteholder
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 Noteholders 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 (as  defined  in  Section  10.03
hereof) of Noteholders 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.

                                       49
<PAGE>

        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  Noteholders  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  Noteholders  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 TIA as in  effect  at the  time of such
amendment or supplement so long as this Indenture  shall then be qualified under
TIA.

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.

                                       50
<PAGE>

(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  and to the  Enhancer  (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:

(i)     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;

(ii)    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;

(iii)   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;

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

(v)     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


                                       51
<PAGE>

          set forth in the related Officer's Certificate is less than $25,000 or
          less than one percent of the aggregate Note Balance of the Notes.

(iii)   Whenever any property or securities  are to be released from the lien of
        this  Indenture,  the Issuer shall 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 aggregate Note Balance 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 upon, sell or otherwise dispose of the
          Mortgage Loans as and to the extent permitted or required by the Basic
          Documents or (B) make cash payments out of the Note Payment 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 December 31, 2003, 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 (or such longer period,  in the case of the first such
          Officer's  Certificate)  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


                                       52
<PAGE>

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 any Seller or the
Issuer,  stating that the information with respect to such factual matters is in
the possession of any 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 Register.

(d) Any request, demand,  authorization,  direction,  notice, consent, waiver or
other action by the  Noteholder  of any Note shall bind the  Noteholder 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,  Enhancer and Rating
Agencies. Any request, demand, authorization, direction, notice, consent, waiver
or Act of Noteholders or other documents provided or permitted by this Indenture


                                       53
<PAGE>

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:

(a) 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 its Corporate Trust Office with a copy to 9062 Old
Annapolis  Road,  Columbia,  Maryland  21045-1951,  Attention:  Corporate  Trust
Services - GMACM -- 2003-HE2.  The Indenture Trustee shall promptly transmit any
notice received by it from the Noteholders to the Issuer,

(b) 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: GMACM Home Equity Loan Trust  2003-HE2,  in
care of the 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, or

(c) the  Enhancer by the Issuer,  the  Indenture  Trustee or by any  Noteholders
shall be  sufficient  for every  purpose  hereunder  to in writing  and  mailed,
first-class  postage  pre-paid,   or  personally  delivered  or  telecopied  to:
Financial Guaranty Insurance Company, 125 Park Avenue, New York, New York 10017,
Attention: Research and Risk Management (GMACM Home Equity Loan Trust 2003-HE2),
telecopier  number (212)  312-3231.  The Enhancer  shall  promptly  transmit any
notice received by it from the Issuer,  the Indenture Trustee or the Noteholders
to the Issuer or Indenture Trustee, as the case may be.

        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
Moody's,  at  the  following  address:  Moody's  Investors  Service,  Inc.,  ABS
Monitoring  Department,  99 Church Street,  New York, New York 10007 and (ii) in
the case of Standard & Poor's, at the following  address:  Standard & Poor's, 26
Broadway,  15th  Floor,  New  York,  New York  10004,  Attention:  Asset  Backed
Surveillance;  or, as to each of the foregoing Persons, at such other address as
shall be designated by written notice to the other foregoing Persons.

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.

                                       54
<PAGE>

        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 Noteholder  providing for a method of payment,
or notice by the Indenture  Trustee to such  Noteholder,  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 TIA,  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  Severability.  In case any provision in this  Indenture or in the
Notes shall be held invalid, illegal or unenforceable,  the validity,  legality,
and  enforceability  of the remaining  provisions hereof 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,  the Enhancer,  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


                                       55
<PAGE>

claim under this Indenture.  The Enhancer shall be a third party  beneficiary of
this Agreement.

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  CONFLICTS OF
LAW PROVISIONS  (EXCEPT SECTION 5-1401 OF THE NEW YORK GENERAL  OBLIGATION LAW),
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
counsel shall be 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 respective individual capacities), 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 Articles VI, VII and VIII of the
Trust Agreement.

Section  10.17 No  Petition.  The  Indenture  Trustee,  by  entering  into  this
Indenture, and each Noteholder, by its acceptance of a Note, hereby covenant and
agree that they will not at any time  institute  against  the  Depositor  or the


                                       56
<PAGE>

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 other 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.

                                   ARTICLE XI

                                REMIC Provisions

Section 11.01  REMIC Administration.

(a) The REMIC  Administrator  shall make an election to treat the Trust  Estate,
but excluding the Pre-Funding  Account and the Capitalized  Interest  Account as
set forth in Section 2.06 of the Trust Agreement, as three REMICs under the Code
(disregarding,  for this purpose, the right of the Class A-IO Certificateholders
to  Interest  Shortfalls)  and, if  necessary,  under  applicable  state law, in
accordance with Section 2.06 of the Trust Agreement.  Such election will be made
on Form 1066 or other appropriate  federal tax or information  return (including
Form 8811) or any  appropriate  state  return for the taxable year ending on the
last day of the  calendar  year in which  the  Securities  are  issued.  For the
purposes of the REMIC  elections in respect of the Trust Estate,  Securities and
interests  to be  designated  as the "regular  interests"  and the sole class of
"residual interests" in each REMIC will be set forth in Section 11.03. The REMIC
Administrator  and the  Indenture  Trustee  shall not permit the creation of any
"interests"  (within  the  meaning  of  Section  860G of the Code) in each REMIC
elected in respect of the Trust  Fund  other than the  "regular  interests"  and
"residual  interests" so designated.  The REMIC  Administrator shall prepare and
file or  distribute  such forms as may be  required  under the Code and  related
Treasury  Regulations with respect to any payments of Interest Shortfalls to the
holders of the Class A-IO Notes  consistent  with their  treatment  as  payments
pursuant to an interest rate cap  agreement for federal tax purposes.  The REMIC
Administrator  may assume that such  interest  rate cap  contract has a value of
zero.

(b) The Closing Date is hereby  designated as the "startup day" of each of REMIC
I, REMIC II and REMIC III as designated in Section 11.03 below, the Trust Estate
within the meaning of Section 860G(a)(9) of the Code.

                                       57
<PAGE>

(c) GMAC Mortgage  Corporation shall hold a Class R Certificate  representing at
least a 0.01% Percentage  Interest in each Class of the Class R Certificates and
shall be  designated  as "the tax matters  person" with respect to each REMIC in
the manner provided under Treasury  regulations section 1.860F-4(d) and Treasury
regulations section 301.6231(a)(7)-1.  The REMIC Administrator, on behalf of the
Tax  Matters  Partner,  shall (i) act on behalf of each REMIC in relation to any
tax matter or  controversy  involving  the Trust Estate and (ii)  represent  the
Trust  Estate  in any  administrative  or  judicial  proceeding  relating  to an
examination or audit by any governmental  taxing authority with respect thereto.
The legal  expenses,  including  without  limitation  attorneys' or accountants'
fees,  and costs of any such  proceeding and any liability  resulting  therefrom
shall be  expenses  of the Trust  Estate  and the REMIC  Administrator  shall be
entitled to reimbursement  therefor out of amounts  attributable to the Mortgage
Loans on deposit in the Custodial  Account  unless such legal expenses and costs
are incurred by reason of the REMIC  Administrator's  willful  misfeasance,  bad
faith or gross negligence.

(d) The REMIC Administrator shall prepare or cause to be prepared all of the Tax
Returns  that it  determines  are required  with  respect to each REMIC  created
hereunder and, if approval  therefore is received from the  applicable  District
Director of the Internal Revenue Service,  shall sign and file such returns in a
timely manner and, otherwise,  shall, shall deliver such Tax Returns in a timely
manner to the Owner  Trustee,  if the Owner  Trustee  is  required  to sign such
returns in accordance with Section 5.03 of the Trust  Agreement,  and shall sign
(if the Owner  Trustee is not so required) and file such Tax Returns in a timely
manner.  The  expenses of  preparing  such  returns  shall be borne by the REMIC
Administrator   without  any  right  of   reimbursement   therefor.   The  REMIC
Administrator  agrees to  indemnify  and hold  harmless  the Owner  Trustee with
respect to any tax or liability  arising from the Owner Trustee's signing of Tax
Returns that contain  errors or omissions.  The  Indenture  Trustee and Servicer
shall  promptly  provide the REMIC  Administrator  with such  information as the
REMIC  Administrator  may from time to time  request for the purpose of enabling
the REMIC Administrator to prepare Tax Returns.

(e) The REMIC  Administrator  shall  provide (i) to any  Transferor of a Class R
Certificate  such  information  as is necessary for the  application  of any tax
relating  to the  transfer of a Class R  Certificate  to any Person who is not a
Permitted  Transferee,  (ii) to the Indenture Trustee, and the Indenture Trustee
shall forward to the Noteholders and the Certificateholders, such information or
reports as are required by the Code or the REMIC  Provisions  including  reports
relating to interest,  original  issue  discount and market  discount or premium
(using the Prepayment  Assumption) and (iii) to the Internal Revenue Service the
name,  title,  address and telephone  number of the person who will serve as the
representative of each REMIC.

(f) The Servicer and the REMIC  Administrator  shall take such actions and shall
cause each REMIC created hereunder to take such actions as are reasonably within
the Servicer's or the REMIC Administrator's  control and the scope of its duties
more  specifically  set  forth  herein as shall be  necessary  or  desirable  to
maintain the status of each REMIC as a REMIC under the REMIC Provisions (and the
Indenture Trustee shall assist the Servicer and the REMIC Administrator,  to the
extent  reasonably  requested by the Servicer and the REMIC  Administrator to do
so).  The  Servicer  and  the  REMIC   Administrator   shall  not  knowingly  or
intentionally take any action, cause the Trust Estate to take any action or fail
to take (or fail to  cause to be  taken)  any  action  reasonably  within  their


                                       58
<PAGE>

respective  control that, under the REMIC Provisions,  if taken or not taken, as
the case may be,  could (i)  endanger  the  status of any  portion of any of the
REMICs  as a REMIC or (ii)  result  in the  imposition  of a tax upon any of the
REMICs  (including  but not  limited to the tax on  prohibited  transactions  as
defined  in Section  860F(a)(2)  of the Code and the tax on  contributions  to a
REMIC set forth in  Section  860G(d) of the Code)  (either  such  event,  in the
absence of an Opinion of  Counsel  or the  indemnification  referred  to in this
sentence,   an  "Adverse   REMIC  Event")  unless  the  Servicer  or  the  REMIC
Administrator, as applicable, has received an Opinion of Counsel (at the expense
of the party  seeking to take such  action  or, if such party  fails to pay such
expense, and the Servicer or the REMIC Administrator, as applicable,  determines
that  taking such  action is in the best  interest  of the Trust  Estate and the
Noteholders and the Certificateholders,  at the expense of the Trust Estate, but
in no event at the expense of the Servicer,  the REMIC Administrator,  the Owner
Trustee or the  Indenture  Trustee) to the effect that the  contemplated  action
will not, with respect to each REMIC created hereunder, endanger such status or,
unless the Servicer,  the REMIC Administrator or both, as applicable,  determine
in its or their sole  discretion  to  indemnify  the Trust  Estate  against  the
imposition of such a tax,  result in the  imposition of such a tax.  Wherever in
this Agreement a contemplated action may not be taken because the timing of such
action might result in the imposition of a tax on the Trust Estate,  or may only
be taken  pursuant to an Opinion of Counsel  that such action would not impose a
tax on the Trust Estate,  such action may nonetheless be taken provided that the
indemnity  given in the preceding  sentence with respect to any taxes that might
be imposed on the Trust  Estate has been given and that all other  preconditions
to the taking of such action have been  satisfied.  The Indenture  Trustee shall
not take or fail to take any action (whether or not authorized  hereunder) as to
which the Servicer or the REMIC Administrator,  as applicable, has advised it in
writing that it has received an Opinion of Counsel to the effect that an Adverse
REMIC Event could  occur with  respect to such  action.  In  addition,  prior to
taking any action with  respect to any of the REMICs  created  hereunder  or any
related assets thereof,  or causing any of the REMICs to take any action,  which
is not  expressly  permitted  under the terms of this  Agreement,  the Indenture
Trustee  will  consult  with  the  Servicer  or  the  REMIC  Administrator,   as
applicable,  or its  designee,  in writing,  with respect to whether such action
could cause an Adverse  REMIC Event to occur with  respect to any of the REMICs,
and the  Indenture  Trustee shall not take any such action or cause either REMIC
to take any such action as to which the Servicer or the REMIC Administrator,  as
applicable,  has advised it in writing that an Adverse  REMIC Event could occur.
The Servicer or the REMIC Administrator, as applicable, may consult with counsel
to make such  written  advice,  and the cost of same shall be borne by the party
seeking to take the action not expressly permitted by this Agreement,  but in no
event at the expense of the Servicer or the REMIC Administrator. At all times as
may be required by the Code,  the Servicer will to the extent within its control
and the  scope of its  duties  more  specifically  set  forth  herein,  maintain
substantially  all of the assets of each REMIC  created  hereunder as "qualified
mortgages"  as  defined  in  Section  860G(a)(3)  of  the  Code  and  "permitted
investments" as defined in Section 860G(a)(5) of the Code.

(g) In the event that any tax is imposed on "prohibited  transactions" of any of
the REMICs  created  hereunder as defined in Section  860F(a)(2) of the Code, on
"net  income  from  foreclosure  property"  of any of the  REMICs as  defined in
Section 860G(c) of the Code, on any contributions to any of the REMICs after the
Startup Day therefor  pursuant to Section  860G(d) of the Code, or any other tax
is imposed by the Code or any applicable  provisions of state or local tax laws,
such tax shall be  charged  (i) to the  Servicer,  if such tax  arises out of or


                                       59
<PAGE>

results  from a breach by the  Servicer  of any of its  obligations  under  this
Agreement or the Servicer has in its sole discretion determined to indemnify the
Trust Estate against such tax, (ii) to the Indenture Trustee, if such tax arises
out of or results from a breach by the Trustee of any of its  obligations  under
this Article XI, or (iii) otherwise  against amounts on deposit in the Custodial
Account and on the Payment Date(s) following such reimbursement the aggregate of
such taxes shall be allocated  in reduction of the accrued  interest due on each
Class entitled thereto on a pro rata basis.

(h) The  Indenture  Trustee  and the  Servicer  shall,  for  federal  income tax
purposes,  maintain  books  and  records  with  respect  to each  REMIC  created
hereunder  on a calendar  year and on an accrual  basis or as  otherwise  may be
required by the REMIC Provisions.

(i)  Following the Startup Day,  neither the Servicer nor the Indenture  Trustee
shall accept any  contributions of assets to any of the REMICs created hereunder
unless  (subject to Section  11.01(f))  the Servicer and the  Indenture  Trustee
shall have  received an Opinion of Counsel (at the expense of the party  seeking
to make such  contribution)  to the effect that the  inclusion of such assets in
such REMIC will not cause any of the REMICs to fail to qualify as a REMIC at any
time that any Notes or Certificates are outstanding or subject any of the REMICs
to any tax under the REMIC Provisions or other applicable provisions of federal,
state  and  local  law or  ordinances.  This  clause  (i) shall not apply to any
transactions  relating to the  Pre-Funding  and  Capitalized  Interest  Accounts
pursuant to the Trust Agreement and this Indenture.

(j) Neither the Servicer  nor the Trustee  shall  (subject to Section  11.01(f))
enter into any  arrangement  by which any of the REMICs  created  hereunder will
receive a fee or other compensation for services nor permit any of the REMICs to
receive any income from assets other than  "qualified  mortgages"  as defined in
Section 860G(a)(3) of the Code or "permitted  investments" as defined in Section
860G(a)(5) of the Code.

(k)  Solely for the  purposes  of Section  1.860G-1(a)(4)(iii)  of the  Treasury
Regulations,  the  "latest  possible  maturity  date" by which  the  Certificate
Principal Balance of each Class of Notes and Certificates representing a regular
interest in the applicable REMIC is the Final Payment Date.

(l) Within 30 days after the Closing Date, the REMIC Administrator shall prepare
and file with the Internal  Revenue Service Form 8811,  "Information  Return for
Real Estate Mortgage  Investment  Conduits (REMIC) and Issuers of Collateralized
Debt Obligations" for each REMIC created hereunder.

(m) Neither the  Indenture  Trustee nor the Servicer  shall sell,  dispose of or
substitute  for any of the Mortgage  Loans  (except in  connection  with (i) the
default,  imminent default or foreclosure of a Mortgage Loan,  including but not
limited to, the acquisition or sale of a Mortgaged  Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of any of the REMICs created hereunder,
(iii) the  termination of the  applicable  REMIC pursuant to Section 3.05 of the
Trust  Agreement or (iv) a purchase of Mortgage  Loans  pursuant to the Purchase
Agreement or Subsequent  Transfer  Agreement)  nor acquire any assets for any of
the REMICs,  nor sell or dispose of any investments in the Custodial  Account or
the Payment Account for gain nor accept any  contributions  to any of the REMICs
after the Closing Date (except for purchases  pursuant to the Purchase Agreement


                                       60
<PAGE>

or Subsequent  Transfer  Agreement and  transactions  entered into in connection
with the Capitalized  Interest  Account and Pre-Funding  Account pursuant to the
Trust Agreement and this Indenture) unless it has received an Opinion of Counsel
that such sale, disposition, substitution, acquisition, or contribution will not
(a)  affect  adversely  the status of any of the REMICs as a REMIC or (b) unless
the Servicer has determined in its sole discretion to indemnify the Trust Estate
against  such tax,  cause  either  REMIC to be subject  to a tax on  "prohibited
transactions" or "contributions" pursuant to the REMIC Provisions.

(n) The  Trustee  will  apply for an  employer  identification  number  from the
Internal Revenue Service on a Form SS-4 or any other  acceptable  method for all
tax entities.

     Section  11.02  Servicer,   REMIC   Administrator   and  Indenture  Trustee
          Indemnification.

        The  Indenture  Trustee  agrees  to  indemnify  the  Trust  Estate,  the
Depositor,  GMAC Mortgage Corporation,  the REMIC Administrator and the Servicer
for any taxes and costs including,  without limitation, any reasonable attorneys
fees imposed on or incurred by the Trust Estate,  the  Depositor,  GMAC Mortgage
Corporation, or the Servicer, as a result of a breach of the Indenture Trustee's
covenants set forth in Article VIII or this Article XI.

        The REMIC  Administrator  agrees to  indemnify  the  Trust  Estate,  the
Depositor,  the Servicer,  the Owner  Trustee and the Indenture  Trustee for any
taxes and costs (including,  without limitation, any reasonable attorneys' fees)
imposed  on or  incurred  by the Trust  Estate,  the  Depositor,  GMAC  Mortgage
Corporation,  the Servicer,  the Owner Trustee or the  Indenture  Trustee,  as a
result  of a breach  of the REMIC  Administrator's  covenants  set forth in this
Article  XI with  respect to  compliance  with the REMIC  Provisions,  including
without limitation,  any penalties arising from the Owner Trustee's execution of
Tax  Returns  prepared  by  the  REMIC  Administrator  that  contain  errors  or
omissions;  provided,  however,  that such  liability will not be imposed to the
extent such breach is a result of an error or omission in  information  provided
to the REMIC  Administrator  by the Servicer in which case Section 11.02(c) will
apply.

        The Servicer  agrees to indemnify the Trust Estate,  the Depositor,  the
REMIC  Administrator,  the Owner Trustee and the Indenture Trustee for any taxes
and costs  (including,  without  limitation,  any  reasonable  attorneys'  fees)
imposed  on  or  incurred  by  the  Trust  Estate,  the  Depositor,   the  REMIC
Administrator,  the Owner  Trustee or the  Indenture  Trustee,  as a result of a
breach of the  Servicer's  covenants  set forth in this Article XI or in Article
III with respect to  compliance  with the REMIC  Provisions,  including  without
limitation,  any penalties  arising from the Trustee's  execution of Tax Returns
prepared by the Servicer that contain errors or omissions.

Section 11.03  Designation of REMIC(s).

        The REMIC  Administrator  will  make an  election  to treat  the  entire
segregated  pool of assets  described in the  definition  of Trust  Estate,  and
subject to this  Agreement  (including  the Mortgage  Loans,  but  excluding the
Pre-Funding Account and the Capitalized Interest Account as set forth in Section
2.06 of the Trust  Agreement,  and  disregarding  the  right of the  Class  A-IO
Certificateholders  to Interest  Shortfalls)  as a REMIC  ("REMIC I"). The REMIC
Administrator will make an election to treat the pool of assets comprised of the
REMIC I  Regular  Interests  as a REMIC  ("REMIC  II") for  federal  income  tax
purposes.  The REMIC  Administrator  will make an  election to treat the pool of


                                       61
<PAGE>

assets comprised of the REMIC II Regular  Interests as a REMIC ("REMIC III") for
federal income tax purposes.

        The REMIC I Regular Interests will be "regular interests" in REMIC I and
the Class R-I  Certificates  will be the sole class of "residual  interests"  in
REMIC I for purposes of the REMIC Provisions under the federal income tax law.

        The REMIC II Regular  Interests will be "regular  interests" in REMIC II
and the Class R-II Certificates  will be the sole class of "residual  interests"
in REMIC II for purposes of the REMIC  Provisions  under the federal  income tax
law.

        The REMIC III Regular Interests will be "regular interests" in REMIC III
and the Class R-III Certificates will be the sole class of "residual  interests"
therein for purposes of the REMIC  Provisions (as defined  herein) under federal
income tax law.


                                       62
<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.

                            GMACM HOME EQUITY LOAN TRUST 2003-HE2, as Issuer


                            By:   WILMINGTON TRUST COMPANY, not in
                                  its individual capacity but solely as Owner
                                  Trustee


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


                            WELLS FARGO BANK MINNESOTA, N.A., as Indenture
                                Trustee


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

Wells Fargo Bank Minnesota, N.A.
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:

Signatures and Seals


                                       63
<PAGE>


STATE OF ___________         )
                                    )       ss.:
COUNTY OF ___________        )

        On  this  ___  day  of  March,  2003,  before  me  personally   appeared
____________,  to me known, who being by me duly sworn, did depose and say, that
he/she resides at  _____________,  that he/she is the ____________ of Wilmington
Trust Company, the Owner Trustee, one of the corporations described in and which
executed the above  instrument;  that he/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/she
signed his/her name thereto by like order.



               Notary Public

Acknowledgements



<PAGE>


STATE OF ___________         )
                                    )       ss.:
COUNTY OF___________         )

        On  this  ___  day  of  March,  2003,  before  me  personally   appeared
___________,  to me known,  who being by me duly sworn, did depose and say, that
he  resides  at  ___________;  that he is the  ___________  of Wells  Fargo Bank
Minnesota,  N.A., as Indenture 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




                                   APPENDIX A


                                   DEFINITIONS


        Accrued Certificate Interest:  With respect to each Payment Date and the
REMIC I or REMIC II Regular Interests,  the Uncertificated  Accrued Interest for
such  Regular  Interest.  With  respect to the Class SB  Certificates,  interest
accrued  during  the  related   Interest   Period  in  accordance  with  Section
5.01(g)(iii) of the Trust Agreement.

        Addition  Notice:  With respect to the transfer of  Subsequent  Mortgage
Loans to the Issuer by either  Seller  pursuant to Section  2.2 of the  Purchase
Agreement (in  substantially the form set forth in Exhibit 3 to such agreement),
a notice given by the respective  Seller to the Rating  Agencies,  the Indenture
Trustee, the Enhancer and the Owner Trustee, which shall be given not later than
seven  Business Days prior to the related  Subsequent  Transfer Date, of (i) the
Seller's  designation of Subsequent  Mortgage Loans to be sold to the Issuer and
(ii) the aggregate  principal balance as of the Subsequent  Cut-Off Date of such
Subsequent Mortgage Loans.

        Adverse REMIC Event:  As defined in Section 11.01(f) of the Indenture.

        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.

        Appraised Value: With respect to any Mortgaged Property,  either (x) the
value as generally set forth in an appraisal of such Mortgaged  Property used to
establish compliance with the underwriting criteria then in effect in connection
with the application  for the Mortgage Loan secured by such Mortgaged  Property,
or  (y) if the  sales  price  of  such  Mortgaged  Property  was  considered  in
accordance with the  underwriting  criteria  applicable to the related  Mortgage
Loan,  the lesser of (i) the appraised  value  referred to in (x) above and (ii)
the sales price of such Mortgaged Property.

        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 conveyance of such 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 Newspaper:  A newspaper of general circulation in the Borough
of  Manhattan,  The  City of New  York,  printed  in the  English  language  and
customarily  published  on  each  Business  Day,  whether  or not  published  on
Saturdays, Sundays or holidays.

        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


                                      1
<PAGE>

the Owner Trustee to the Indenture Trustee on the Closing Date (as such list may
be modified or supplemented from time to time thereafter).

        Bankruptcy Code:  The Bankruptcy Code of 1978, as amended.
        ---------------

        Basic  Documents:  The Trust  Agreement,  the  Indenture,  the  Purchase
Agreement,  the Insurance Agreement,  the Policy, the Servicing  Agreement,  the
Custodial  Agreement,  any Subsequent Transfer Agreement 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).

        Billing  Cycle:  With  respect to any  Mortgage  Loan and Due Date,  the
calendar month preceding such Due Date.

        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.

        Business  Day:  Any day other than (i) a Saturday  or a Sunday or (ii) a
day on which  banking  institutions  in the  States of New  York,  Pennsylvania,
Delaware  or the State in which  the  Corporate  Trust  Office  is  located  are
required or authorized by law to be closed.

        Capitalized  Interest  Account:  The account  established and maintained
pursuant to Section 3.17 of the Servicing Agreement.

        Capitalized  Interest  Requirement:  With  respect to each  Payment Date
during the Pre-Funding  Period and on the Payment Date immediately after the end
of the Pre-Funding  Period, the excess, if any, of (i) the sum of (A) the amount
of interest  accrued at the weighted average of the applicable Note Rates on the
respective  Note  Balances  for the  related  Interest  Period on the  amount on
deposit in the Pre-Funding  Account as of the close of business on the preceding
Payment Date (or as of the Closing  Date, in the case of the first Payment Date)
and (B) the  amount of any fees paid to the  Enhancer,  over (ii) the  amount of
reinvestment  earnings  since the  preceding  Payment Date (or as of the Closing
Date,  in the  case of the  first  Payment  Date) on  funds  on  deposit  in the
Pre-Funding Account.

        Certificate  Balance:  With respect to any Payment Date and any Class SB
Certificate,  an  amount  equal to the then  applicable  Certificate  Percentage
Interest of such Certificate multiplied by the Overcollateralization Amount.

        Certificate  Distribution  Amount:  For any Payment Date, the amount, if
any, distributable on the Certificates for such Payment Date pursuant to Section
3.05(a)(xi) of the Indenture.

        Certificate  of  Trust:  The  Certificate  of Trust  filed for the Trust
pursuant to Section 3810(a) of the Statutory Trust Statute.

                                       2
<PAGE>

        Certificate Paying Agent: The Indenture Trustee, as further described in
Section 3.10 of the Trust Agreement.

        Certificate  Percentage  Interest:  With respect to any Payment Date and
any Certificate, the Percentage Interest for such Certificate.

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

     Certificate Registrar: Initially, the Indenture Trustee, in its capacity as
Certificate Registrar.

        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
the Owner Trustee or the Indenture Trustee shall be deemed not to be outstanding
and the  registered  holder  will  not be  considered  a  Certificateholder  for
purposes  of giving  any  request,  demand,  authorization,  direction,  notice,
consent or waiver under the Indenture or the 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
Certificateholders  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 the Owner
Trustee or the Indenture Trustee.

        Certificates:  The certificates in  substantially  the form set forth in
Exhibit A or Exhibit I to the Trust Agreement.

        Class:  With  respect  to any Note,  all Notes  that bear the same class
designation,  (i.e.,  the Class  A-1 Notes as a group,  the Class A-2 Notes as a
group, the Class A-3 Notes as a group, the Class A-4 Notes as a group, the Class
A-5 Notes as a group or the Class  A-IO Notes as a group).  With  respect to any
Certificate,  all Certificates that bear the same class designation,  (i.e., the
Class SB Certificates  as a group,  the Class R-I  Certificates as a group,  the
Class R-II Certificates as a group or the Class R-III  Certificates as a group).
With respect to any REMIC Regular Interest,  all Regular Interests that bear the
same class designation.

        Class A-5 Lockout Distribution Amount: For any Payment Date, the product
of (x) the Class A-5 Lockout  Percentage for that Payment Date and (y) the Class
A-5 Pro Rata Distribution Amount for that Payment Date.

        Class A-5 Lockout  Percentage:  For each Payment  Date,  the  applicable
percentage set forth below:


                                       3
<PAGE>

                    Payment Date                          Lockout Percentage
                    ------------                          ------------------
                    April 2003 through March 2006                 0%
                    April 2006 through March 2008                 45%
                    April 2008 through March 2009                 80%
                    April 2009 through March 2010                100%
                    April 2010 and thereafter                    300%


        Class A-1 Notes:  The Class A-1 GMACM  Home  Equity  Loan-Backed  Notes,
Series  2003-HE2,  in  substantially  the form set  forth  in  Exhibit  A to the
Indenture.

        Class A-2 Notes:  The Class A-2 GMACM  Home  Equity  Loan-Backed  Notes,
Series  2003-HE2,  in  substantially  the form set  forth  in  Exhibit  A to the
Indenture.

        Class A-3 Notes:  The Class A-3 GMACM  Home  Equity  Loan-Backed  Notes,
Series  2003-HE2,  in  substantially  the form set  forth  in  Exhibit  A to the
Indenture.

        Class A-4 Notes:  The Class A-4 GMACM  Home  Equity  Loan-Backed  Notes,
Series  2003-HE2,  in  substantially  the form set  forth  in  Exhibit  A to the
Indenture.

        Class A-5 Notes:  The Class A-5 GMACM  Home  Equity  Loan-Backed  Notes,
Series  2003-HE2,  in  substantially  the form set  forth  in  Exhibit  A to the
Indenture.

        Class A-IO Notes:  The Class A-IO GMACM Home Equity  Loan-Backed  Notes,
Series  2003-HE2,  in  substantially  the form set  forth  in  Exhibit  A to the
Indenture.

        Class A-5 Pro Rata Distribution  Amount: For any Payment Date, an amount
equal  to  the  product  of  (x) a  fraction,  the  numerator  of  which  is the
outstanding  Note  Balance  of the  Class A-5  Notes  immediately  prior to that
Payment Date and the  denominator  of which is the  aggregate  outstanding  Note
Balance of the Notes  immediately  prior to that Payment Date and (y) the sum of
the amounts available to be distributed to the Noteholders, other than the Class
A-IO  Noteholders,  with respect to (i) the  Principal  Collection  Distribution
Amount, (ii) the Overcollateralization Increase Amount and (iii) the Liquidation
Loss  Distribution  Amount for that Payment  Date in  accordance  with  Sections
3.05(a)(iii), (a)(iv) and (a)(vii) of the Indenture.

        Class Principal  Balance:  For each Class of REMIC I Regular  Interests,
the Initial  Balance  thereof (as set forth in the definition of REMIC I Regular
Interests) as reduced on each successive  Payment Date first by Liquidation Loss
Amounts  allocated  to the  principal  thereof by  Section  5.01(e) of the Trust
Agreement and second by principal deemed  distributed in respect thereof on such
Payment Date pursuant to Section 5.01(e) of the Trust Agreement.  For each Class
of REMIC II Regular Interests,  the Initial Balance thereof (as set forth in the
definition of REMIC II Regular  Interests) as reduced on each successive Payment
Date first by  Liquidation  Loss Amounts  allocated to the principal  thereof by
Section  5.01(f)  of  the  Trust  Agreement  and  second  by  principal   deemed
distributed  in  respect  thereof  pursuant  to  Section  5.01(f)  of the  Trust
Agreement.  For each Class of REMIC III Regular  Interests,  the Class Principal
Balance of the  related  Class of Notes.  For each Class of Notes,  the  Initial


                                       4
<PAGE>

Balance  thereof  as  reduced  on each  successive  Payment  Date  by  principal
distributed in respect  thereof on such Payment Date pursuant to Section 3.03 of
the Servicing Agreement and Section 3.05 of the Indenture.

        Class R  Certificates:  The  Class  R-I  Certificates,  the  Class  R-II
Certificates and the Class R-III Certificates, each as substantially in the form
of Exhibit I to the Trust Agreement and entitled to distributions as provided in
the Trust Agreement.

        Class SB  Certificates:  The Class SB Certificates  substantially in the
form of  Exhibit A to the Trust  Agreement  and  entitled  to  distributions  as
provided in the Trust Agreement.

        Class  SB  Distribution  Amount:  On any  Payment  Date,  the sum of (i)
Accrued Certificate  Interest for such Payment Date, (ii) the amounts payable to
the Certificates pursuant to Section 3.05(a)(xii) of the Indenture and (iii) the
Overcollateralization Release Amount, if any, for the Determination Date related
to such Payment  Date,  reduced,  but not below zero,  by the  Liquidation  Loss
Distribution Amount and  Overcollateralization  Increase Amount for such Payment
Date, all of the foregoing done without  double  counting  either in addition or
subtraction.

        Closing Date: March 26, 2003.

     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.

     Collection Period:  With respect to any Mortgage Loan and Payment Date, the
calendar month preceding any such Payment Date.

     Collections:   With  respect  to  any  Collection   Period,   all  Interest
Collections and Principal Collections during such Collection Period.

        Combined  Loan-to-Value  Ratio or CLTV:  With  respect to each  Mortgage
Loan,  the  ratio,  expressed  as a  percentage,  of the sum of (i) the  initial
principal  balance  of such  Mortgage  Loan and (ii) any  outstanding  principal
balance,  at origination of such Mortgage Loan, of all other mortgage  loans, if
any, secured by senior or subordinate liens on the related  Mortgaged  Property,
to the Appraised Value, or, when not available, the Stated Value.

        Commission:  The Securities and Exchange Commission.

        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 (i) for
Note and Certificate transfer purposes: Wells Fargo Center, Sixth and Marquette,
Minneapolis,  Minnesota  55479-0070,  Attention:  Corporate Trust Services-GMACM
Series  2003-HE2  and (ii) for all  other  purposes  9062  Old  Annapolis  Road,
Columbia, Maryland 21045-1951,  Attention: Corporate Trust Services-GMACM Series
2003-HE2.  With respect to the Owner  Trustee,  the  principal  corporate  trust
office of the Owner Trustee at which at any particular  time its corporate trust


                                       5
<PAGE>

business  shall be  administered,  which office at the date of the  execution of
this Trust  Agreement  is  located at Rodney  Square  North,  1100 North  Market
Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration.

        Custodial Account: The account or accounts created and maintained by the
Servicer  pursuant to Section 3.02(b) of the Servicing  Agreement,  in which the
Servicer  shall deposit or cause to be deposited  certain  amounts in respect of
the Mortgage Loans.

     Custodial  Agreement:  Any Custodial  Agreement  among the  Custodian,  the
Indenture  Trustee,  the Issuer and the Servicer  relating to the custody of the
Mortgage Loans and the Related Documents.

        Custodian:  Escrow Bank USA, an industrial loan corporation  established
under the laws of the State of Utah,  and its  successors  and  assigns,  or any
successor  custodian for the Mortgage Files  appointed by the Indenture  Trustee
and reasonably acceptable to the Enhancer and the Servicer.

        Cut-Off Date: With respect to the Initial Mortgage Loans, March 1, 2003,
and with respect to the Subsequent  Mortgage  Loans,  the applicable  Subsequent
Cut-Off Date.

        Cut-Off Date  Principal  Balance:  With respect to any Initial  Mortgage
Loan or Subsequent Mortgage Loan, the unpaid principal balance thereof as of the
close of business on the last day of the Billing Cycle  immediately prior to the
Cut-Off Date or Subsequent Cut-Off Date, as the case may be.

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

        Deficiency  Amount:  With respect to any Payment Date, (a) the amount by
which the  aggregate  amount of accrued  interest  on the Notes  (excluding  any
Relief Act  Shortfalls  for such Payment Date) at the  respective  Note Rates on
such  Payment  Date  exceeds the amount on deposit in the Note  Payment  Account
available  for  interest  distributions  on such  Payment  Date and (b)(i)  with
respect to any Payment Date that is not the Final Payment Date, any  Liquidation
Loss Amount for such Payment Date, to the extent not  distributed as part of the
Liquidation  Loss  Distribution  Amount on such  Payment  Date or reflected in a
reduction in the Overcollateralization Amount or (ii) on the Final Payment Date,
the aggregate outstanding balance of the Notes, other than the Class A-IO Notes,
to the extent otherwise not paid on such date.

        Definitive Notes: Any definitive, fully registered Note, as described in
Section 4.06 of the Indenture.

        Deleted  Loan:  A  Mortgage  Loan  replaced  or to be  replaced  with an
Eligible Substitute Loan.

     Depositor:   Residential   Asset  Mortgage   Products,   Inc.,  a  Delaware
corporation, or its successor in interest.

                                       6
<PAGE>

        Depository: The Depository Trust Company or a successor appointed by the
Indenture  Trustee  with  the  approval  of the  Issuer.  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  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 18th day of
the month in which  such  Payment  Date  occurs or if such day is not a Business
Day, the next succeeding Business Day.

        Disqualified  Organization:  Any organization defined as a "disqualified
organization"  under  Section  860E(e)(5)  of the  Code,  and  if not  otherwise
included,  any of the following:  (i) the United States,  any State or political
subdivision  thereof,  any  possession  of the United  States,  or any agency or
instrumentality of any of the foregoing (other than an instrumentality  which is
a  corporation  if all of its  activities  are  subject  to tax and,  except for
Freddie  Mac, a  majority  of its board of  directors  is not  selected  by such
governmental unit), (ii) a foreign government,  any international  organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives  described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated  business taxable income),  (iv)
rural electric and telephone  cooperatives described in Section 1381(a)(2)(C) of
the Code, (v) any "electing large  partnership," as defined in Section 775(a) of
the Code and (vi) any other Person so  designated  by the Trustee  based upon an
Opinion  of  Counsel  that the  holding of an  Ownership  Interest  in a Class R
Certificate  by such Person may cause the Trust  Estate or any Person  having an
Ownership  Interest in any Class of  Certificates  (other  than such  Person) to
incur a liability  for any  federal  tax  imposed  under the Code that would not
otherwise be imposed but for the Transfer of an Ownership  Interest in a Class R
Certificate   to  such  Person.   The  terms   "United   States",   "State"  and
"international  organization"  shall have the meanings set forth in Section 7701
of the Code or successor provisions.

        Distribution  Account: The account or accounts created and maintained by
the Certificate Paying Agent pursuant to Section 3.10(c) of the Trust Agreement.
The Certificate  Paying Agent will make all  distributions  on the  Certificates
from money on deposit in the Distribution Account.

        Due Date:  With  respect to the  Mortgage  Loans,  the date on which the
Monthly  Payment  thereon  is due in  accordance  with the terms of the  related
Mortgage Note.

        Eligible  Account:  An  account  that  is  any  of  the  following:  (i)
maintained  with a depository  institution  the short-term  debt  obligations of
which have been  rated by each  Rating  Agency in its  highest  rating  category
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


                                       7
<PAGE>

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) an account or accounts  maintained  with a
depository  institution  or  trust  company,  as  long  as its  short-term  debt
obligations  are rated P-1 by  Moody's  and A-1+ by  Standard  & Poor's  (or the
equivalent) or better by each Rating Agency,  and its long term debt obligations
are rated A2 by Moody's  and AA- by  Standard & Poor's  (or the  equivalent)  or
better by each Rating  Agency,  or (iv) a segregated  trust  account or accounts
maintained in the corporate trust division of a depository  institution or trust
company,  acting in its fiduciary  capacity,  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 will not cause a Rating Event
(if determined without regard to the Policy)).

        Eligible  Substitute  Loan: A Mortgage Loan substituted by either Seller
or GMACM 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 Mortgage  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 such  Seller  in the  Custodial  Account  in the  month  of
substitution);  (ii) comply with each  representation and warranty made by GMACM
set forth in  Section  3.1(b) of the  Purchase  Agreement,  other  than  clauses
(viii), (xiii), (xxiv), (xxv)(B), (xxvi) and (xxvii), in the case of an Eligible
Substitute Loan  substituted by GMACM, and comply with the  representations  and
warranties made by WG Trust set forth in Section  3.1(c)(ii),  in the case of an
Eligible   Substitute  Loan   substituted  by  WG  Trust,  as  of  the  date  of
substitution;  (iii)  have a Loan Rate and Net Loan  Rate no lower  than and not
more  than  1%  per  annum  higher  than  the  Loan  Rate  and  Net  Loan  Rate,
respectively,  of the Deleted Loan as of the date of  substitution;  (iv) have a
CLTV 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;  and (vi)
not be 30 days or more delinquent.

        Enhancer: Financial Guaranty Insurance Company, any successor thereto or
any replacement Enhancer substituted pursuant to the Indenture.

        Enhancer Default: Any failure by the Enhancer to make a payment required
under the Policy in accordance with its terms.

        Enhancer  Optional  Deposit:  Amounts  deposited  by or on behalf of the
Enhancer in the Note Payment Account,  other than Insured Amounts, to be applied
to the Notes.

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

        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):

                                       8
<PAGE>

(a) a default  in the  payment  of the  principal  of,  any  installment  of the
principal of or interest on any Note when the same becomes due and payable,  and
such default shall continue for a period of five (5) days;

(b) there  occurs a default in the  observance  or  performance  in any material
respect of any 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  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 that has a material adverse effect on the Noteholders or the Enhancer,
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 Enhancer
or the Noteholders of at least 25% of the aggregate 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;

(c) 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

(d) 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.

        Excess Capitalized  Interest  Requirement:  With respect to each Payment
Date during the Pre-Funding Period and on the Payment Date immediately after the
end of the Pre-Funding  Period, an amount equal to the excess of (i) one month's
interest  at the  Weighted  Average Net Loan Rate on the funds on deposit in the
Pre-Funding  Account  over  (ii)  the  sum  of  (a)  the  Capitalized   Interest
Requirement  for such Payment Date and (b) the amount of  reinvestment  earnings
since the preceding  Payment Date (or as of the Closing Date, in the case of the
first Payment Date) on funds on deposit in the Pre-Funding Account.

        Excess Spread:  With respect to any Payment Date and without taking into
account any Draw on the Policy for such Payment Date, the excess, if any, of (i)
Interest  Collections for the related Collection Period over (ii) the sum of (x)
the premium for the Policy for such Payment  Date,  (y) the amounts paid on such


                                       9
<PAGE>

Payment Date to the Noteholders of the Notes pursuant to Section  3.05(a)(ii) of
the Indenture and (z) the Liquidation Loss Amount paid on such Payment Date.

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

        Expenses:  The meaning specified in Section 7.02 of the Trust Agreement.
        --------

     Fannie Mae: Fannie Mae, formerly the Federal National Mortgage Association,
or any successor thereto.

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

     Final Payment Date: The Payment Date in April 2033.

     Fiscal Year:  The fiscal year of the Trust,  which shall end on December 31
of each year.

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

     Freddie  Mac:  Freddie  Mac,   formerly  the  Federal  Home  Loan  Mortgage
Corporation, or any successor thereto.

        GAAP: Generally accepted accounting principles.

        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.

     GMAC:  General  Motors  Acceptance  Corporation,  and  its  successors  and
assigns.

        GMAC Bank:  GMAC Bank,  a federal  savings bank and its  successors  and
assigns.

        GMACM:  GMAC Mortgage Corporation, and its successors and assigns.

     Indemnified  Party:  The  meaning  specified  in Section  7.02 of the Trust
Agreement.

                                       10
<PAGE>

     Indenture:  The indenture dated as of March 26, 2003 between the Issuer and
the Indenture Trustee.

     Indenture  Trustee:  Wells Fargo Bank Minnesota,  N.A., a national  banking
association,  and its successors and assigns or any successor  indenture trustee
appointed pursuant to the terms of the Indenture.

        Independent: When used with respect to any specified Person, such Person
(i) is in fact  independent of the Issuer,  any other obligor on the Notes,  the
Sellers,  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 Depositor or
any  Affiliate of any of the foregoing  Persons and (iii) is not connected  with
the Issuer, any such other obligor,  the Sellers, 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 Aggregate Note Balance:  $634,646,000.
        ------------------------------

        Initial Class A-1 Note Balance:  $366,447,000.
        ------------------------------

        Initial Class A-2 Note Balance:  $161,627,000.
        ------------------------------

        Initial Class A-3 Note Balance:  $20,875,000.
        ------------------------------

        Initial Class A-4 Note Balance:  $22,233,000.
        ------------------------------

        Initial Class A-5 Note Balance:  $63,464,000.
        ------------------------------

        Initial Mortgage Loans: The Mortgage Loans initially  transferred by the
Depositor  to the Issuer on the Closing  Date,  which are listed on the Mortgage
Loan Schedule on such date.

        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


                                       11
<PAGE>

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 Agreement:  The Insurance Agreement dated as of March 1, 2003,
among the  Servicer,  the Sellers,  the  Depositor,  the Issuer,  the  Indenture
Trustee,  the Owner  Trustee and the  Enhancer,  including  any  amendments  and
supplements thereto.

        Insurance  Proceeds:  Proceeds  paid  by any  insurer  (other  than  the
Enhancer)  pursuant to any insurance  policy  covering a Mortgage 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 3.04 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 related  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 Mortgage Loan.

        Insured Amount:  As defined in the Policy.
        --------------

        Interest  Collections:  With respect to any Payment Date, the sum of (i)
the portion of all scheduled  Monthly Payments on the Mortgage Loans received or
advanced and applied to interest during the related Collection Period, minus the
Servicing  Fee for the  related  Collection  Period,  (ii)  the  portion  of all
Insurance  Proceeds and Net Liquidation  Proceeds allocable to interest pursuant
to the terms of the Mortgage Notes, reduced by the Servicing Fee for the related
Collection Period and (iii) the interest portion of the Repurchase Price for any
Deleted Loans paid by the Seller or GMACM during the related  Collection  Period
and the cash purchase price paid in connection with any optional purchase of the
Mortgage  Loans by the  Servicer.  The terms of the related  Mortgage Note shall
determine  the  portion of each  payment in respect of each  Mortgage  Loan that
constitutes principal or interest.

        Interest  Coverage Amount:  The amount to be paid from proceeds received
from the sale of the Notes for deposit  into the  Capitalized  Interest  Account
pursuant to Section 3.17 of the Servicing  Agreement on the Closing Date,  which
amount  initially shall be  $1,632,213.55,  and thereafter,  shall be the amount
computed in accordance with Section 3.17 of the Servicing Agreement.

        Interest  Period:  With  respect to the Class A-1 Notes and any  Payment
Date other than the first  Payment Date,  the period  beginning on the preceding
Payment Date and ending on the day preceding  such Payment Date, and in the case
of the first Payment Date, the period  beginning on March 26, 2003 and ending on
the day preceding  the first Payment Date.  With respect to the Class A-2 Notes,
the Class A-3 Notes,  the Class A-4 Notes,  the Class A-5 Notes,  the Class A-IO
Notes and any Regular  Interest (other than the Class A-1 Notes) and any Payment
Date, the calendar month preceding the month in which such Payment Date occurs.

                                       12
<PAGE>

        Interest Shortfall:  On any Payment Date for which the related Note Rate
for any Class of Notes has been  determined  pursuant to the definition "Net WAC
Rate",  the excess of (a) the amount of interest that would have accrued on such
Class of Notes  during the  related  Interest  Period  had such  amount not been
determined  pursuant  to the  definition  "Net WAC Rate"  over (b) the  interest
actually accrued on such Class of Notes during such Interest Period.

        Issuer or Trust:  The GMACM Home Equity Loan Trust 2003-HE2,  a Delaware
statutory trust, or its successor in interest.

        Issuer Order or 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 to any Interest Period, (a) for any Interest Period other than
the first Interest  Period,  the rate for United States dollar  deposits for one
month that  appears on the Telerate  Screen Page 3750 as of 11:00 a.m.,  London,
England  time,  on the second LIBOR  Business Day prior to the first day of that
Interest Period or (b) with respect to the first Interest  Period,  the rate for
United States dollar  deposits for one month that appears on the Telerate Screen
Page 3750 as of 11:00 a.m., London,  England time, two LIBOR Business Days prior
to the Closing Date. If such rate does not appear on such page (or other page as
may replace that page on that service,  or if such service is no longer offered,
such other service for displaying LIBOR or comparable rates as may be reasonably
selected by the Indenture  Trustee after  consultation  with the Servicer),  the
rate will be the Reference  Bank Rate.  If no Reference  Bank Rate is available,
LIBOR will be LIBOR applicable to the preceding Payment Date.

        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  are
required or authorized by law to be closed.

        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 Mortgage Loan: With respect to any Payment Date, any Mortgage
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 Collection Period that  substantially all Liquidation  Proceeds which it
reasonably  expects to recover,  if any, with respect to the  disposition of the
related REO Property have been recovered.

        Liquidation Expenses: All out-of-pocket expenses (exclusive of overhead)
incurred by or on behalf of the Servicer in connection  with the  liquidation of
any Mortgage Loan and not recovered under any insurance policy,  including legal
fees  and  expenses,  any  unreimbursed  amount  expended  (including,   without


                                       13
<PAGE>

limitation,  amounts  advanced to correct defaults on any mortgage loan which is
senior to such Mortgage Loan, and amounts  advanced to keep current or pay off a
mortgage loan that is senior to such Mortgage Loan and any amounts advanced with
respect to interest on such Mortgage Loan) respecting such Mortgage Loan and any
related and  unreimbursed  expenditures  for real estate  property  taxes or for
property restoration, preservation or insurance against casualty loss or damage.

        Liquidation  Loss  Amount:  With  respect  to any  Payment  Date and any
Mortgage  Loan  that  became a  Liquidated  Mortgage  Loan  during  the  related
Collection  Period,  the  unrecovered  portion of the Principal  Balance of such
Mortgage  Loan  and  any  unpaid  accrued  interest  thereon  at the end of such
Collection Period,  after giving effect to the Net Liquidation  Proceeds applied
in reduction of such Principal Balance.

        Liquidation Loss Distribution  Amount: With respect to any Payment Date,
the aggregate of (A) 100% of the Liquidation  Loss Amounts on such Payment Date,
plus (B) any such  Liquidation  Loss Amounts  remaining  undistributed  from any
preceding  Payment Date,  provided that any such Liquidation  Loss  Distribution
Amount  remaining  undistributed  from any  preceding  Payment Date shall not be
distributed  to the extent  that it was paid by means of a draw on the Policy or
was reflected in the reduction of the Overcollateralization Amount.

        Liquidation  Proceeds:  Proceeds  (including  Insurance Proceeds but not
including amounts drawn under the Policy) if any received in connection with the
liquidation  of any  Mortgage  Loan or related  REO  Property,  whether  through
trustee's sale, foreclosure sale or otherwise.

        Loan Rate:  With respect to any Mortgage Loan and any day, the per annum
rate of interest applicable under the related Mortgage Note.

        Lost Note  Affidavit:  With respect to any Mortgage 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, if available).

     MERS:  Mortgage  Electronic   Registration  Systems,  Inc.,  a  corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.

        MERS(R)  System:   The  system  of  recording   transfers  of  Mortgages
electronically maintained by MERS.

        MIN: The Mortgage  Identification  Number for Mortgage Loans  registered
with MERS on the MERS(R) System.

        MOM  Loan:  With  respect  to any  Mortgage  Loan,  MERS  acting  as the
mortgagee of such Mortgage  Loan,  solely as nominee for the  originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.

        Monthly  Payment:  With respect to any Mortgage Loan  (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the terms of such Mortgage Loan.

                                       14
<PAGE>

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

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

        Mortgage File: With respect to each Mortgage Loan:

        (i) the original  Mortgage Note endorsed or assigned without recourse in
blank  (which  endorsement  shall  contain  either an  original  signature  or a
facsimile  signature  of an  authorized  officer of GMACM or GMAC Bank) or, with
respect to any  Mortgage  Loan as to which the original  Mortgage  Note has been
permanently lost or destroyed and has not been replaced, a Lost Note Affidavit;

        (ii)  the  original  Mortgage,  noting  the  presence  of the MIN of the
Mortgage Loan, if the Mortgage is registered on the MERS(R) System, and language
indicating  that the Mortgage  Loan is a MOM Loan if the Mortgage  Loan is a MOM
Loan, with evidence of recording  thereon,  or, if the original Mortgage has not
yet been  returned  from the public  recording  office,  a copy of the  original
Mortgage certified by GMACM that such Mortgage has been sent for recording, or a
county  certified copy of such Mortgage in the event the recording  office keeps
the original or if the original is lost;

        (iii)  unless the Mortgage  Loan is  registered  on the MERS(R)  System,
original  assignments (which may be included in one or more blanket  assignments
if permitted by applicable law) of the Mortgage in recordable form from GMACM or
GMAC Bank to "Wells Fargo Bank Minnesota,  N.A., as Indenture Trustee under that
certain  Indenture  dated as of March 26, 2003, for GMACM Home Equity Loan Trust
2003-HE2,  Home  Equity  Loan-Backed  Notes"  c/o  the  Servicer  at an  address
specified by the Servicer;

        (iv) originals of any  intervening  assignments of the Mortgage from the
originator  to GMACM or GMAC Bank, if the  assignment  to the Indenture  Trustee
described in clause (iii) above is from GMAC Bank,  (or to MERS, if the Mortgage
Loan is  registered  on the MERS(R)  System,  and which notes the  presence of a
MIN),  with  evidence  of  recording  thereon,  or, if the  original of any such
intervening  assignment  has not yet been  returned  from the  public  recording
office, a copy of such original  intervening  assignment certified by GMACM that
such original intervening assignment has been sent for recording; and

        (v)  a  true  and  correct  copy  of  each   assumption,   modification,
consolidation or substitution agreement, if any, relating to such Mortgage Loan;
and

        (vi) any documents  required to be added to such  documents  pursuant to
the Purchase Agreement, the Trust Agreement or the Servicing Agreement.

        It is understood  that the Mortgage File (other than item (i) above) may
be retained in microfilm,  microfiche, optical storage or magnetic media in lieu
of hard copy; provided, that with respect to any Mortgage Loan not registered on
the MERS(R)  System,  the original  assignment  of Mortgage  described in clause
(iii) above shall be retained in the Mortgage File.

                                       15
<PAGE>

        Mortgage Loan Schedule:  The initial  schedule of Initial Mortgage Loans
as of the Cut-Off Date set forth in Exhibit A of the Servicing Agreement, and as
of each Subsequent  Cut-off Date, any Subsequent  Mortgage Loans, which schedule
sets forth as to each Mortgage Loan the (i) Cut-Off Date Principal Balance, (ii)
loan number, (iii) lien position of the related Mortgage,  (iv) original term to
maturity of the related  Mortgage Note,  (v) date of the related  Mortgage Note,
(vi) maturity date of the related  Mortgage Note,  (vii)  Appraised Value of the
related Mortgaged  Property,  (viii) unpaid principal balance of a mortgage loan
secured by a lien senior to the Mortgage  Loan,  (ix) CLTV,  (x)  debt-to-income
ratio of the  related  Mortgagor,  and (xi) number of  residential  units on the
related Mortgaged Property.

        Mortgage Loans:  At any time, all Initial  Mortgage Loans and Subsequent
Mortgage  Loans,  if any,  that have been sold by the  Depositor  to the  Issuer
pursuant to, in the case of Initial Mortgage Loans, the Trust Agreement,  or, in
the case of Subsequent Mortgage Loans, a Subsequent Transfer Agreement, together
with all monies due or to become due  thereunder or the Related  Documents,  and
that remain subject to the terms thereof.

        Mortgage Note:  With respect to a Mortgage  Loan,  the  promissory  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, including real property and
improvements thereon, securing a Mortgage Loan.

        Mortgagor:  The obligor or obligors under a Mortgage Note.
        ---------

        Net Liquidation Proceeds:  With respect to any Liquidated Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses (but not including the portion,
if any, of such amount that exceeds the  Principal  Balance of, plus accrued and
unpaid  interest  on, such  Mortgage  Loan at the end of the  Collection  Period
immediately preceding the Collection Period in which such Mortgage Loan became a
Liquidated Mortgage Loan).

        Net Loan Rate:  With respect to any Mortgage Loan and Payment Date,  the
Loan Rate of the Mortgage Loan  applicable to the Monthly Payment due during the
related  Collection  Period,  net of the sum of the  Servicing  Fee Rate and the
Premium Percentage for such Mortgage Loan on such Payment Date.

        Net WAC Rate:  (I) With respect to the Notes,  other than the Class A-IO
Notes:  (A) for the April 2003 Payment Date through the  September  2005 Payment
Date,  a per annum rate equal to (a) the  Weighted  Average Net Loan Rate of the
Mortgage  Loans,  as of the first day of the month  preceding the month in which
such  Payment  Date  occurs,  minus (b) the product of (i) the Note Rate for the
Class A-IO Notes for such  Payment  Date and (ii) a fraction,  the  numerator of
which is the Notional Amount of the Class A-IO Notes  immediately  prior to such
Payment Date and the denominator of which is the aggregate  Principal Balance of
the Mortgage Loans as of the first day of the month preceding the month in which
such Payment Date occurs, and (B) for each Payment Date thereafter,  a per annum
rate equal to the Weighted Average Net Loan Rate of the Mortgage Loans as of the
first day of the month  preceding  the month in which such  Payment Date occurs,
but in any such  event not less than  0.00% and (II) with  respect  to the Class
A-IO Notes, a per annum rate equal to the Weighted  Average Net Loan Rate of the


                                       16
<PAGE>

Mortgage  Loans,  as of the first day of the month  preceding the month in which
such Payment Date occurs.  In the case of Class A-1 Notes, the Net WAC Rate will
be  adjusted  to an  effective  rate  reflecting  the  accrual of interest on an
actual/360 basis.

        Non-United States Person:  Any Person other than a United States Person.
        ------------------------

        Note  Balance:  With respect to any Payment Date and any Class of Notes,
other than the Class A-IO Notes, the Initial Note Balance thereof reduced by all
payments of principal thereon prior to such Payment Date.

        Note Owner or Owner:  The Beneficial Owner of a Note.
        -------------------

        Note Payment Account:  The account  established by the Indenture Trustee
pursuant to Section  8.02 of the  Indenture  and Section  5.01 of the  Servicing
Agreement.  Amounts deposited in the Note Payment Account will be distributed by
the Indenture Trustee in accordance with Section 3.05 of the Indenture.

        Note Rate: As to the Notes, the following rates:
        ---------

               Class A-1 Notes:  a floating rate equal to the least of (i) LIBOR
          plus  0.10% per  annum,  (ii)  12.00%  per annum and (iii) the Net WAC
          Rate;

               Class A-2  Notes;  a fixed  rate equal to the lesser of (i) 3.14%
        per annum and (ii) the Net WAC Rate

               Class A-3  Notes;  a fixed  rate equal to the lesser of (i) 4.12%
        per annum and (ii) the Net WAC Rate

               Class A-4  Notes:  a fixed  rate equal to the lesser of (i) 4.62%
        per  annum  (or,  for any  Interest  Period  for  the  Class  A-4  Notes
        commencing  after the first  Payment  Date on which the  aggregate  Pool
        Balance is less that 10.00% of the initial  Pool  Balance,  a fixed rate
        equal to 5.12% per annum) and (ii) the Net WAC Rate;

               Class A-5  Notes:  a fixed  rate equal to the lesser of (i) 4.09%
        per  annum  (or,  for any  Interest  Period  for  the  Class  A-5  Notes
        commencing  after the first  Payment  Date on which the  aggregate  Pool
        Balance is less that 10.00% of the initial  Pool  Balance,  a fixed rate
        equal to 4.59% per annum) and (ii) the Net WAC Rate; and

               Class A-IO Notes:  (A) for any Payment  Date up to and  including
        the 30th Payment Date, the lesser of (i) 7.00 per annum and (ii) the Net
        WAC Rate, and (B) in the case of any Payment Date thereafter, 0%.

     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.

                                       17
<PAGE>

        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 for purposes of giving any request, demand, authorization, direction,
notice, consent or waiver under the Indenture or the 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 Noteholders if the pledgee  thereof  establishes to the
satisfaction of the Indenture  Trustee or the Owner Trustee such pledgee's right
so to act with  respect to such Notes and that such  pledgee is not the  Issuer,
any other obligor on the Notes or any Affiliate of any of the foregoing Persons.

        Notes:  Any one of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5 and Class A-IO Notes  issued and  outstanding  at any time  pursuant  to the
Indenture.

        Notional  Amount:  With  respect to the Class A-IO Notes and any Payment
Date, the lesser of (i)  $84,000,000  for the April 2003 through  September 2003
Payment  Dates,  $76,000,000  for the October  2003  through  March 2004 Payment
Dates,  $68,000,000  for the April 2004 through  September  2004 Payment  Dates,
$56,000,000  for  the  October  2004  through  March  2005  Payment  Dates,  and
$48,000,000 for the April 2005 through September 2005 Payment Dates and (ii) the
sum of the  aggregate  Principal  Balance of the Mortgage  Loans prior to giving
effect to actual payments of principal  received  during the related  Collection
Period and any amounts on deposit in the  Pre-Funding  Account.  With respect to
the Class SB  Certificates,  and any Payment  Date,  the  aggregate of the Class
Principal  Balances for all Classes of REMIC II Regular  Interests before giving
effect to payments to be made and the allocation of Liquidation  Loss Amounts to
occur on such Payment Date.

        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.

        Opinion  of  Counsel:  A  written  opinion  of  counsel  of a  law  firm
reasonably  acceptable to each recipient thereof. Any Opinion of Counsel for the
Servicer  may be  provided by in-house  counsel for the  Servicer if  reasonably
acceptable to each recipient thereof.

        Original  Pre-Funded  Amount:  The amount deposited from the proceeds of
the sale of the  Securities  into the  Pre-Funding  Account on the Closing Date,
which amount is $158,660,821.50.

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

                                       18
<PAGE>

(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;

provided,  however,  that for purposes of effectuating  the Enhancer's  right of
subrogation  as set forth in Section 4.12 of the Indenture  only, all Notes that
have been paid  with  funds  provided  under  the  Policy  shall be deemed to be
Outstanding until the Enhancer has been reimbursed with respect thereto.

        Overcollateralization  Amount:  With  respect  to any  Payment  Date the
amount (but not less than zero),  if any,  by which (a) the Pool  Balance  after
applying  payments  received in the related  Collection  Period  exceeds (b) the
aggregate  Note Balance of the Notes on such Payment Date (after  application of
the Principal  Collection  Distribution Amount and Liquidation Loss Distribution
Amount for such date). The Overcollateralization  Amount is subject to reduction
on any Payment Date as described in Section 3.05(c) of the Indenture.

        Overcollateralization Increase Amount: With respect to any Payment Date,
an amount  equal to the lesser of (i) the amount  remaining  in the Note Payment
Account  following   distributions  pursuant  to  Section  3.05(a)(vii)  of  the
Indenture  and (ii) the amount  necessary to increase the  Overcollateralization
Amount to the Required Overcollateralization Amount.

        Overcollateralization  Release  Amount:  With  respect  to any  date  of
determination,    the   lesser   of   (i)   the   excess,   if   any,   of   the
Overcollateralization Amount over the Required Overcollateralization Amount, and
(ii) the Principal Collections for such Payment Date.

        Owner  Trust:  GMACM Home  Equity  Loan Trust  2003-HE2,  created by the
Certificate of Trust pursuant to the Trust Agreement.

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

        Ownership  Interest:  As to any  Certificate,  any ownership or security
interest in such Certificate,  including any interest in such Certificate as the
Certificateholder  thereof and any other  interest  therein,  whether  direct or
indirect, legal or beneficial, as owner or as pledgee.

        Paying Agent: 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 commencing April 25, 2003.

        Percentage  Interest:  With  respect to any Note and Payment  Date,  the
percentage  obtained by dividing the Note Balance of such Note by the  aggregate


                                       19
<PAGE>

Note  Balance  of all Notes  prior to such  Payment  Date.  With  respect to any
Certificate and any Payment Date, the Percentage  Interest stated on the face of
such Certificate.

        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) above
maturing not more than one month from the date of acquisition thereof; provided,
that  the  unsecured  short-term  debt  obligations  of the  party  agreeing  to
repurchase  such  obligations are at the time rated by each Rating Agency in its
highest short-term rating category 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  short-term  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 category  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 only Rating  Agency is Standard & Poor's and the  original
maturity of such short-term  debt  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+;

        (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 category 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  (including
without  limitation,  any such  fund  for  which  the  Indenture  Trustee  or an
Affiliate of the  Indenture  Trustee  acts as an advisor or a manager)  rated by
each Rating Agency (if so rated by such Rating Agency) in one of its two highest
long-term rating categories available; and

        (vi) other  obligations or securities that are acceptable to each Rating
Agency as a Permitted  Investment  hereunder  and will not cause a Rating Event,
and which are acceptable to the Enhancer, as evidenced in writing;

                                       20
<PAGE>

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  long-term  rating  category
available shall mean AAA in the case of Standard & Poor's and Aaa in the case of
Moody's,  and  references  herein  to the  highest  short-term  rating  category
available  shall mean A-1+ in the case of  Standard & Poor's and P-1 in the case
of Moody's.

        Permitted  Transferee:  Any Transferee of a Class R  Certificate,  other
than a Disqualified Organization or Non-United States Person.

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

        Plan: Any employee  benefit plan or certain other  retirement  plans and
arrangements, including individual retirement accounts and annuities, Keogh that
are subject to Section 4975 of the Code,  plans and bank  collective  investment
funds and insurance  company  general or separate  accounts in which such plans,
accounts  or,  other  entities or  arrangements  are  invested,  as described in
Section 3.05 of the Trust Agreement.

        Plan  Assets:  The  meaning  specified  in  Section  2510.3-101  of  the
Department  of Labor  Regulations  and as described in Section 3.05 of the Trust
Agreement.

     Policy: The Note Guaranty  Insurance Policy No. #03030009,  dated as of the
Closing Date, issued by the Enhancer.

     Policy Draw Amount: With respect to any Payment Date, the Insured Amount.

     Pool Balance:  With respect to any date, the aggregate Principal Balance of
all  Mortgage  Loans as of such date and  (during  the  Pre-Funding  Period) the
Pre-Funded Amount.

        Pre-Funded Amount: With respect to any date of determination  during the
Pre-Funding Period, the amount on deposit in the Pre-Funding Account.

        Pre-Funding  Account: The account established and maintained pursuant to
Section 3.16 of the Servicing Agreement.

        Pre-Funding  Period: The period commencing on the Closing Date until the
earliest  of (i) the date on which the  amount  on  deposit  in the  Pre-Funding
Account is less than  $50,000,  (ii) June 24, 2003 or (iii) the  occurrence of a
Servicing Default.

        Predecessor  Note:  With  respect  to  any  Note,  every  previous  Note
evidencing  all or a portion  of the same debt as that  evidenced  by such 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 such  mutilated,  lost,
destroyed or stolen Note.

                                       21
<PAGE>

        Premium  Percentage:  For any Payment Date,  the percentage set forth in
the  Insurance  Agreement  at which the  premium  on the  Policy is  calculated,
multiplied by a fraction,  the numerator of which is the aggregate  Note Balance
of the Notes, and the denominator of which is the aggregate Principal Balance of
the Mortgage Loans,  prior to giving effect to  distributions to be made on such
Payment Date.

        Principal  Balance:  With  respect to any  Mortgage  Loan,  other than a
Liquidated  Mortgage Loan, and as of any day, the related Cut-Off Date Principal
Balance,  minus all  collections  credited as  principal  in respect of any such
Mortgage  Loan in  accordance  with the  related  Mortgage  Note and  applied in
reduction of the Principal Balance thereof.  For purposes of this definition,  a
Liquidated  Mortgage  Loan shall be deemed to have a Principal  Balance equal to
the  Principal  Balance of the related  Mortgage Loan  immediately  prior to the
final recovery of substantially all related Liquidation Proceeds and a Principal
Balance of zero thereafter.

        Principal  Collection  Distribution  Amount:  For any Payment Date,  the
total Principal Collections for such Payment Date less any Overcollateralization
Release  Amount for such Payment Date;  provided  that the Principal  Collection
Distribution Amount for any Payment Date shall not be less than $0.

        Principal Collections: With respect to any Payment Date, an amount equal
to the sum of (i) the amount of all scheduled  Monthly  Payments on the Mortgage
Loans received and applied to principal during the related Collection Period, as
reported by the Servicer or the related Subservicer;  (ii) the principal portion
of all proceeds of the  repurchase  of any Mortgage  Loans (or, in the case of a
substitution, any Substitution Adjustment Amounts) during the related Collection
Period;  (iii)  the  principal  portion  of all  other  unscheduled  collections
received on the Mortgage Loans during the related  Collection  Period (or deemed
to be  received  during  the  related  Collection  Period),  including,  without
limitation,  full  and  partial  Principal  Prepayments  made by the  respective
Mortgagors,  Insurance Proceeds and Net Liquidation Proceeds), to the extent not
previously  distributed;  and (iv) on the Payment Date immediately following the
end of the  Pre-Funding  Period,  any amount  transferred  from the  Pre-Funding
Account to the Note  Payment  Account in  accordance  with  Section  3.16 of the
Servicing Agreement.

        Principal Prepayment:  Any payment of principal made by the Mortgagor on
a Mortgage Loan which is received in advance of its scheduled Due Date and which
is not accompanied by an amount of interest representing  scheduled interest due
on any  date or  dates  in any  month  or  months  subsequent  to the  month  of
prepayment.

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

     Program Guide:  The GMACM Home Equity  Servicing  Guidelines,  as in effect
from time to time.

     Prospectus  Supplement:  The  prospectus  supplement  dated March 21, 2003,
relating to the Notes.

                                       22
<PAGE>

     Purchase Agreement:  The mortgage loan purchase agreement dated as of March
26,  2003,  among the  Sellers,  the  Purchaser,  the Issuer  and the  Indenture
Trustee.

     Purchase  Price:  The amounts  specified in Section  2.3(a) of the Purchase
Agreement.

     Purchaser:  Residential Asset Mortgage  Products,  Inc., as purchaser under
the Purchase Agreement.

        Rating  Agency:  Each of Moody's and Standard & Poor's,  or, if any such
organization or a successor  thereto is no longer in existence,  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 rating category
of a Rating  Agency  shall mean A-1+ in the case of Standard & Poor's and P-1 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 Standard & Poor's and "Aaa"
in the case of Moody's;  and in the case of any other Rating Agency,  shall mean
such equivalent rating.

        Rating  Event:  The  qualification,  reduction or withdrawal by a Rating
Agency of its then-current rating of the Notes.

        Record Date:  With respect to the Class A-1 Notes and any Payment  Date,
unless the Class A-1 Notes are no longer held in book-entry  form,  the Business
Day next  preceding  such  Payment Date and with respect to the Class A-2 Notes,
the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes and the Class A-IO
Notes,  and the Class A-1 Notes,  if such Class A-1 Notes are no longer  held in
book-entry  form, the last Business Day of the month preceding the month of such
Payment Date.

        Recovery Fee: A customary fee  calculated  based on additional  recovery
amounts  charged for the collection of such additional  recovery  amounts on any
Mortgage  Loan  after the date  that  such  Mortgage  Loan  became a  Liquidated
Mortgage Loan.

        Reference Bank Rate: With respect to any Interest Period, the arithmetic
mean  (rounded  upwards,  if  necessary,  to the  nearest one  sixteenth  of one
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 in amounts  approximately equal to
the outstanding Note Balance of the Class A-1 Notes; provided, that at least two
Reference  Banks  provide such rate.  If fewer than two such rates are provided,
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  and the  Enhancer,  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 Note Balance
of the Class A-1 Notes.

        Reference  Banks:  Shall  mean  each  of  Barclays  Bank  plc,  National
Westminster  Bank and Deutsche Bank,  A.G.,  and such  additional as replacement
reference banks as shall be selected by the Indenture Trustee after consultation
with the Servicer from time to time.

                                       23
<PAGE>

        Regular Interest: Any of the REMIC I Regular Interests, REMIC II Regular
Interests or REMIC III Regular Interests.

        Related  Class:  A Class of REMIC III Regular  Interests  and a class of
Notes are related if, and only if, they bear the same Letter/number  combination
designating  their Class,  e.g. the REMIC III Regular Interest A-3 is related to
the Class A-3 Notes.

        Related  Documents:  With respect to each Mortgage  Loan,  the documents
contained in the related Mortgage File.

        Relief  Act  Shortfalls:  With  respect  to any  Payment  Date,  for any
Mortgage  Loan as to which there has been a reduction  in the amount of interest
collectible  thereon  for the  related  Collection  Period  as a  result  of the
application  of the Soldiers' and Sailors' Civil Relief Act of 1940, as amended,
the  shortfall,  if any,  equal to (i) one  month's  interest  on the  Principal
Balance  of such  Mortgage  Loan at the  applicable  Loan  Rate,  over  (ii) the
interest collectible on such Mortgage Loan during such Collection Period.

        REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.

        REMIC Administrator:  Wells Fargo Bank Minnesota, N.A.; provided that if
the REMIC  Administrator  is found by a court of  competent  jurisdiction  to no
longer be able to fulfill  its  obligations  as REMIC  Administrator  under this
Agreement the Servicer or Indenture  Trustee  acting as Servicer shall appoint a
successor REMIC Administrator,  subject to assumption of the REMIC Administrator
obligations under this Agreement.

        REMIC I: The segregated  pool of assets in the Trust Estate with respect
to which a REMIC election is to be made.

        REMIC I Certificates:  The Class R-I Certificates.
        --------------------

        REMIC I Regular  Interests:  The Class  LT-A,  LT-BI,  LT-BII,  LT-BIII,
LT-BIV,  and LT-BV REMIC I Regular  Interests having the properties set forth in
the following table and elsewhere herein:

----------------------- -------------------------- ---------------------------
                                                               LATEST
                                 INITIAL                    POSSIBLE
   DESIGNATION                   BALANCE                MATURITY DATE(1)
----------------------- -------------------------- ---------------------------
----------------------- -------------------------- ---------------------------
      LT-A                    $550,646,000              October 25, 2032
----------------------- -------------------------- ---------------------------
----------------------- -------------------------- ---------------------------
      LT-BI                    $8,000,000               October 25, 2032
----------------------- -------------------------- ---------------------------
----------------------- -------------------------- ---------------------------
     LT-BII                    $8,000,000               October 25, 2032
----------------------- -------------------------- ---------------------------
----------------------- -------------------------- ---------------------------
     LT-BIII                   $12,000,000              October 25, 2032
----------------------- -------------------------- ---------------------------
----------------------- -------------------------- ---------------------------
     LT-BIV                    $8,000,000               October 25, 2032
----------------------- -------------------------- ---------------------------
----------------------- -------------------------- ---------------------------
      LT-BV                    $48,000,000              October 25, 2032
----------------------- -------------------------- ---------------------------

                                       24
<PAGE>

(1)     Solely for  purposes  of  Section  1.860G-1(a)(4)(iii)  of the  Treasury
        regulations,  the Payment Date immediately following the latest possible
        maturity date for any Mortgage  Loan has been  designated as the "latest
        possible maturity date" for each REMIC I Regular Interest.

        REMIC I Remittance Rate: With respect to the Class LT-A, LT-BI,  LT-BII,
LT-BIII,  LT-BIV, and LT-BV REMIC I Regular Interests,  the Weighted Average Net
Loan Rate.

        REMIC II: The segregated pool of assets subject  hereto,  constituting a
portion of the primary trust created  hereby and to be  administered  hereunder,
with respect to which a separate REMIC election is to be made, consisting of the
REMIC I Regular Interests.

        REMIC II Regular Interests: The Class MT-1-5 REMIC II Regular Interests,
the Class MT-M  REMIC II  Regular  Interest,  and the Class  MT-IO-I-V  REMIC II
Regular  Interests  having the properties  set forth in the following  table and
elsewhere herein:

----------------------------------------------------- -----------------------
        REMIC II          Initial       Pass-            Latest Possible
                                       Through
   Regular Interests      Balance       Rate            Maturity Date (3)
----------------------------------------------------- -----------------------
----------------------------------------------------- -----------------------
          MT-1          $3,664,470       (1)             October 25, 2032
----------------------------------------------------- -----------------------
----------------------------------------------------- -----------------------
          MT-2          $1,616,270       (1)             October 25, 2032
----------------------------------------------------- -----------------------
----------------------------------------------------- -----------------------
          MT-3           $208,750        (1)             October 25, 2032
----------------------------------------------------- -----------------------
----------------------------------------------------- -----------------------
          MT-4           $222,330        (1)             October 25, 2032
----------------------------------------------------- -----------------------
----------------------------------------------------- -----------------------
          MT-5           $634,640        (1)             October 25, 2032
----------------------------------------------------- -----------------------
----------------------------------------------------- -----------------------
          MT-M         $628,299,540      (1)             October 25, 2032
----------------------------------------------------- -----------------------
----------------------------------------------------- -----------------------
         MT-IOI             $0           (2)            September 30, 2003
----------------------------------------------------- -----------------------
----------------------------------------------------- -----------------------
        MT-IOII             $0           (2)              March 31, 2004
----------------------------------------------------- -----------------------
----------------------------------------------------- -----------------------
        MT-IOIII            $0           (2)            September 30, 2004
----------------------------------------------------- -----------------------
----------------------------------------------------- -----------------------
        MT-IOIV             $0           (2)              March 31, 2005
----------------------------------------------------- -----------------------
----------------------------------------------------- -----------------------
         MT-IOV             $0           (2)            September 30, 2005
----------------------------------------------------- -----------------------

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

     (1)  The Pass-Through Rate on these REMIC II Regular Interests shall at any
          Payment  Date equal (i) the  Weighted  Average Net Loan Rate,  reduced
          (but not  below  0.00%)  by  (ii)(A)  for  Payment  Dates on or before
          September  30,  2003,  the  lesser of 7.0% per  annum or the  Weighted
          Average  Net Loan Rate on a  notional  amount  equal to the sum of the
          balances  of the LT-BI,  LT-BII,  LT-BIII,  LT-BIV,  and LT-BV REMIC I
          Regular Interests,  (B) for the Payment Dates after September 30, 2003
          and on or before March 31,  2004,  the lesser of 7.0% per annum or the


                                       25
<PAGE>

          Weighted  Average Net Loan Rate on a notional  amount equal to the sum
          of the  balances of the  LT-BII,  LT-BIII,  LT-BIV,  and LT-BV REMIC I
          Regular Interests,  (C) for the Payment Dates after March 31, 2004 and
          on or before  September 30, 2004,  the lesser of 7.0% per annum or the
          Weighted  Average Net Loan Rate on a notional  amount equal to the sum
          of the  balances  of the  LT-BIII,  LT-BIV,  and LT-BV REMIC I Regular
          Interests,  (D) for the Payment Dates after  September 30, 2004 and on
          or before March 31, 2005, the lesser of 7.0% per annum or the Weighted
          Average  Net Loan Rate on a  notional  amount  equal to the sum of the
          Class LT-BIV and LT-BV REMIC I Regular Interests,  (E) for the Payment
          Dates after March 31, 2005 and on or before  September  30, 2005,  the
          lesser of 7.0% per annum and the  Weighted  Average Net Loan Rate on a
          notional  amount  equal to the  balance  of the LT-BV  REMIC I Regular
          Interest, and (F) for Payment Dates after September 30, 2005, zero.

(2)            Until the Latest Possible  Maturity Date set forth for such REMIC
               II  Regular  Interest,  the  pass-through  rate on the  REMIC  II
               Regular  Interest  shall at any Payment  Date equal the lesser of
               7.0%  per  annum  or the  Weighted  Average  Net  Loan  Rate on a
               notional amount equal to the  correspondingly-designated  REMIC I
               Regular  Interest.  After such Latest Possible Maturity Date, the
               pass-through rate shall be 0.00%.

(3)            Solely  for  purposes  of  Section   1.860G-1(a)(4)(iii)  of  the
               Treasury regulations,  the Payment Date immediately following the
               maturity date for the Mortgage Loan with the Latest maturity date
               has been  designated as the "latest  possible  maturity date" for
               each REMIC II  Regular  Interest  other  than the MT-IO  REMIC II
               Regular Interest.

        REMIC II Remittance  Rate:  With respect to each of the REMIC II Regular
Interests,  the respective  rate set forth in the definition of REMIC II Regular
Interests.

        REMIC III:  The  segregated  pool of assets  consisting  of the REMIC II
Regular Interests  conveyed in trust to the Indenture Trustee for the benefit of
the  holders of each Class of the Notes and  Certificates  (other than the Class
R-I Certificates and Class R-II Certificates),  with respect to which a separate
REMIC election is to be made.

        REMIC III Regular  Interests:  The REMIC III Regular  Interest  A-1, the
REMIC III Regular  Interest  A-2, the REMIC III Regular  Interest A-3, the REMIC
III Regular  Interest A-4, the REMIC III Regular Interest A-5, REMIC III Regular
Interest SB and the REMIC III Regular  Interest A-IO having the  properties  set
forth in the following table and elsewhere herein:

------------------------- ----------------------- -----------------------
                                                          LATEST
      DESIGNATION                INITIAL                 POSSIBLE
          DATE                   BALANCE               MATURITY(1)
------------------------- ----------------------- -----------------------
------------------------- ----------------------- -----------------------
          A-1                 $366,447,000           October 25, 2032
------------------------- ----------------------- -----------------------
------------------------- ----------------------- -----------------------
          A-2                 $161,627,000           October 25, 2032
------------------------- ----------------------- -----------------------
------------------------- ----------------------- -----------------------

                                       26
<PAGE>

          A-3                  $20,875,000           October 25, 2032
------------------------- ----------------------- -----------------------
------------------------- ----------------------- -----------------------
          A-4                  $22,233,000           October 25, 2032
------------------------- ----------------------- -----------------------
------------------------- ----------------------- -----------------------
          A-5                  $63,464,000           October 25, 2032
------------------------- ----------------------- -----------------------
------------------------- ----------------------- -----------------------
          A-IO                          $0          September 25, 2005
------------------------- ----------------------- -----------------------
------------------------- ----------------------- -----------------------
           SB                           $0           October 25, 2032
------------------------- ----------------------- -----------------------


         (1) Solely for purposes of Section  1.860G-1(a)(4)(iii) of the Treasury
         Regulations,  the Payment Date immediately  following the maturity date
         for the Mortgage Loan with the latest maturity date has been designated
         as the  "latest  possible  maturity  date" for each  REMIC III  Regular
         Interest other than the REMIC III Regular Interest A-IO.

        REMIC III Remittance  Rate:  With respect to the A-1, A-2, A-3, A-4, and
A-5 REMIC III Regular  Interests,  the Note Rate for the Related Class of Notes.
With  respect  to REMIC III  Regular  Interest  A-IO,  the Class  A-IO Note Rate
applied to the Class A-IO Notional Amount, which is equal to all of the interest
on the Class MT-IO REMIC II Regular Interests.

        REMIC  Provisions:  Provisions of the federal income tax law relating to
real estate mortgage investment conduits,  which appear at Sections 860A through
860G of  Subchapter  M of Chapter 1 of the Code,  and  related  provisions,  and
temporary and final  regulations (or, to the extent not  inconsistent  with such
temporary or final  regulations,  proposed  regulations) and published  rulings,
notices and  announcements  promulgated  thereunder,  as the foregoing may be in
effect from time to time.

        Remittance  Rate: The REMIC I Remittance  Rate, REMIC II Remittance Rate
or REMIC III Remittance Rate, as applicable.

        REO  Property:  A  Mortgaged  Property  that is acquired by the Trust in
foreclosure or by deed in lieu of foreclosure.

     Representative:  Bear,  Stearns  &  Co.  Inc.,  as  representative  of  the
Underwriters.

        Repurchase  Event:  With  respect  to any  Mortgage  Loan,  either (i) a
discovery that, as of the Closing Date with respect to any Initial Mortgage Loan
or the related Subsequent  Transfer Date with respect to any Subsequent Mortgage
Loan,  the  related  Mortgage  was not a valid  lien  on the  related  Mortgaged
Property  subject  only to (A) the lien of any prior  mortgage  indicated on the
Mortgage Loan Schedule,  (B) the lien of real property taxes and assessments not
yet due and payable, (C) covenants, conditions, and restrictions, rights of way,
easements and other matters of public record as of the date of recording of such
Mortgage and such other permissible title exceptions as are customarily accepted
for similar  loans and (D) other matters to which like  properties  are commonly
subject that do not materially  adversely  affect the value,  use,  enjoyment or
marketability  of the related  Mortgaged  Property  or (ii) with  respect to any
Mortgage Loan as to which either Seller  delivers an affidavit  certifying  that
the original Mortgage Note has been lost or destroyed,  a subsequent  default on
such  Mortgage  Loan if the  enforcement  thereof or of the related  Mortgage is


                                       27
<PAGE>

materially and adversely affected by the absence of such original Mortgage Note.

        Repurchase  Price:  With  respect to any  Mortgage  Loan  required to be
repurchased  on any date pursuant to the Purchase  Agreement or purchased by the
Servicer pursuant to the Servicing Agreement,  an amount equal to the sum of (i)
100% of the Principal 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 of the  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  related  Mortgagor  to the first day of the  month  following  the month of
purchase.

        Required  Insurance  Policy:  With  respect to any  Mortgage  Loan,  any
insurance  policy which is required to be maintained from time to time under the
Servicing  Agreement  or the related  Subservicing  Agreement in respect of such
Mortgage Loan.

        Required  Overcollateralization  Amount: As to any Payment Date prior to
the Stepdown Date, the Required  Overcollateralization  Amount will be an amount
equal to 1.25% of the initial Pool  Balance.  As to any Payment Date on or after
the Stepdown  Date, the Required  Overcollateralization  Amount will be equal to
the  greater  of (I) the sum of an amount  equal to (i)  1.25% of the  aggregate
Principal Balance of the Mortgage Loans that are less than 30 days contractually
delinquent as of the last day of the related  Collection  Period,  (ii) 8.75% of
the  aggregate  Principal  Balance of the Mortgage  Loans that are 30 to 59 days
contractually  delinquent as of the last day of the related  Collection  Period,
(iii) 18.75% of the aggregate  Principal  Balance of the Mortgage Loans that are
60 to 89  days  contractually  delinquent  as of the  last  day  of the  related
Collection  Period,  (iv)  50.00%  of the  aggregate  Principal  Balance  of the
Mortgage  Loans  that  are  greater  than  or  equal  to 90  days  contractually
delinquent as of the last day of the related  Collection  Period,  (v) 31.25% of
the aggregate  Principal Balance of the Mortgage Loans that are in bankruptcy as
of such Payment Date, and (vi) 62.50% of the aggregate  Principal Balance of the
Mortgage  Loans that are in foreclosure  or that relate to REO  Properties;  and
(II) 0.50% of the initial Pool Balance.  Notwithstanding the above, the Required
Overcollateralization Amount shall not exceed 1.25% of the initial Pool Balance.
In addition, the Required  Overcollateralization  Amount may be reduced with the
prior written consent of the Enhancer and the Rating Agencies.

        Responsible Officer:  With respect to the Indenture Trustee, any officer
of the Indenture Trustee with direct  responsibility  for the  administration of
the 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.

        Rolling Six-Month  Annualized  Liquidation Loss Amount:  With respect to
any  Determination  Date,  the product  (expressed as a  percentage)  of (i) the
aggregate  Liquidation  Loss Amounts as of the end of each of the six Collection
Periods  (reduced by the  aggregate  Subsequent  Net  Recovery  Amounts for such
Collection Periods) immediately preceding such Determination Date divided by the
Initial Pool Balance and (ii) two (2).

        Secretary of State:  The Secretary of State of the State of Delaware.

                                       28
<PAGE>

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

     Securities Balance: The Note Balance or Certificate Balance, as the context
may require.

        Security:  Any Certificate or a Note, as the context may require.

        Securityholder:  Any Noteholder or Certificateholder.

        Seller  or  Sellers:   GMAC   Mortgage   Corporation,   a   Pennsylvania
corporation,  and its successors  and assigns,  Walnut Grove Mortgage Loan Trust
2001-A,  a Delaware  statutory  trust, and its successors and assigns and Walnut
Grove Mortgage Loan Trust 2003-A, a Delaware statutory trust, and its successors
and assigns.

     Servicer: GMAC Mortgage Corporation,  a Pennsylvania  corporation,  and its
successors and assigns.

     Servicing  Agreement:  The servicing  agreement  dated as of March 26, 2003
among the Servicer, the Issuer 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: Any one of the following events:

        (i) any failure by the Servicer to deposit in the Custodial Account, the
Note Payment Account or the Distribution Account any deposit required to be made
under the terms of the  Servicing  Agreement  that  continues  unremedied  for a
period of five Business  Days after the date upon which  written  notice of such
failure  shall have been given to the  Servicer  by the Issuer or the  Indenture
Trustee,  or to the  Servicer,  the  Issuer  and the  Indenture  Trustee  by the
Enhancer;

        (ii) any failure on the part of the Servicer  duly to observe or perform
in any material  respect any other  covenants or  agreements of the Servicer set
forth in the Securities or in the Servicing  Agreement,  which failure,  in each
case,  materially and adversely affects the interests of the  Securityholders or
the Enhancer,  and which failure  continues  unremedied  for a period of 45 days
after the date on which written notice of such failure, requiring the same to be
remedied,  and  stating  that such  notice is a "Notice  of  Default"  under the
Servicing Agreement,  shall have been given to the Servicer by the Issuer or the
Indenture Trustee,  or to the Servicer,  the Issuer and the Indenture Trustee by
the Enhancer;

        (iii) the entry  against the Servicer of a decree or order by a court or
agency or supervisory authority having jurisdiction under Title 11 of the United
States Code or any other applicable  federal or state bankruptcy,  insolvency or
other  similar  law, or if a  receiver,  assignee  or trustee in  bankruptcy  or
reorganization,  liquidator,  sequestrator  or similar  official shall have been
appointed  for or taken  possession  of the  Servicer or its  property,  and the
continuance  of any such decree or order  unstayed and in effect for a period of
60 consecutive days;

                                       29
<PAGE>

        (iv) the Servicer shall voluntarily submit to Proceedings under Title 11
of the United States Code or any other applicable  federal or state  bankruptcy,
insolvency  or other  similar law  relating to the Servicer or of or relating to
all or substantially all of its property; or the Servicer shall admit in writing
its inability to pay its debts  generally as they become due, file a petition to
take advantage of any applicable  insolvency or reorganization  statute, make an
assignment  for the benefit of its creditors or voluntarily  suspend  payment of
its obligations;

        (v)  the  Servicer's  Tangible  Net  Worth  at any  time  is  less  than
$100,000,000 and GMAC fails to own, directly or indirectly,  at least 51% of the
common stock of the Servicer;

        (vi) the  occurrence  of a draw on the  Policy  and the  failure  by the
Servicer to reimburse  the Enhancer any amount owed to the Enhancer  pursuant to
the  Insurance  Agreement  on  account  of the  draw,  which  failure  continues
unremedied for a period of 90 days after written notice to the Servicer; and

        (vii) the Rolling Six-Month  Annualized  Liquidation Loss Amount exceeds
1.5%.

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

        Servicing Fee Rate: 0.50% per annum.

        Servicing  Officer:   Any  officer  of  the  Servicer  involved  in,  or
responsible  for, the  administration  and servicing of the Mortgage Loans whose
name and specimen  signature appear on a list of servicing officers furnished to
the Indenture  Trustee  (with a copy to the  Enhancer) by the Servicer,  as such
list may be amended from time to time.

     Standard & Poor's:  Standard & Poor's Ratings  Services,  a division of The
McGraw-Hill Companies, Inc. or its successor in interest.

        Stated Value: With respect to any Mortgage Loan, the stated value of the
related Mortgaged  Property  determined in accordance with the Program Guide and
given 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.

        Step-down  Date:  The later of (i) the Payment  Date in October 2005 and
(ii)  the  Payment  Date on which  the Pool  Balance  (after  applying  payments
received in the related  Collection Period) as of such Payment Date is less than
50% of the initial Pool Balance.

        Step-up  Date:  The first Payment Date on which the Pool Balance is less
than 10% of the initial aggregate Pool Balance.

        Subsequent  Cut-Off Date: With respect to any Subsequent  Mortgage Loan,
the date specified in the related Subsequent Transfer Agreement.

                                       30
<PAGE>

        Subsequent  Cut-Off  Date  Principal   Balance:   With  respect  to  any
Subsequent  Mortgage  Loan,  the  Principal  Balance  thereof as of the close of
business  on the  last day of the  Collection  Period  immediately  prior to the
related Subsequent Cut-Off Date.

        Subsequent Mortgage Loan: A Mortgage Loan sold by a Seller to the Issuer
pursuant to Section 2.2 of the  Purchase  Agreement,  such  Mortgage  Loan being
identified  on the Mortgage  Loan  Schedule  attached to the related  Subsequent
Transfer Agreement, as set forth in such Subsequent Transfer Agreement.

        Subsequent Net Recovery  Amounts:  Amounts  collected on a Mortgage Loan
after the Mortgage Loan becomes a Liquidated  Mortgage Loan, net of any Recovery
Fee.
        Subsequent Transfer Agreement:  Each Subsequent Transfer Agreement dated
as of a  Subsequent  Transfer  Date  executed by the  respective  Seller and the
Issuer  substantially  in the form of Exhibit 2 to the  Purchase  Agreement,  by
which the related Subsequent Mortgage Loans are sold to the Issuer.

        Subsequent  Transfer  Date:  With  respect to each  Subsequent  Transfer
Agreement,  the date on which the related Subsequent  Mortgage Loans are sold to
the Issuer.

        Subservicer:  Each Person that enters into a Subservicing Agreement as a
subservicer of Mortgage Loans.

        Subservicing  Agreement:  The written  contract between the Servicer and
any Subservicer  relating to servicing and  administration  of certain  Mortgage
Loans as provided in Section 3.01 of the Servicing Agreement.

        Substitution  Adjustment Amount: With respect to any Eligible Substitute
Loan and any Deleted Loan, the amount, if any, as determined by the Servicer, by
which the aggregate  principal balance of all such Eligible  Substitute Loans as
of the date of substitution is less than the aggregate  Principal Balance of all
such Deleted Loans (after  application  of the principal  portion of the Monthly
Payments  due in the month of  substitution  that are to be  distributed  to the
Securityholders in the month of substitution).

        Tangible Net Worth:  Net Worth,  less the sum of the following  (without
duplication):  (a) any other assets of GMACM and its  consolidated  subsidiaries
that would be treated as intangibles under GAAP including,  without  limitation,
any  write-up of assets  (other than  adjustments  to market value to the extent
required  under GAAP with  respect to excess  servicing,  residual  interests in
offerings  of  asset-backed  securities  and  asset-backed  securities  that are
interest-only   securities),   good-will,   research  and   development   costs,
trade-marks,  trade names, copyrights, patents and unamortized debt discount and
expenses and (b) loans or other extensions of credit to officers of GMACM or its
consolidated  subsidiaries other than mortgage loans made to such Persons in the
ordinary course of business.

     Tax Matters  Partner:  GMACM, as initial  Certificateholder  of the Class R
Certificates.

        Tax Returns:  The federal income tax return on Internal  Revenue Service
Form 1066,  U.S.  Real Estate  Mortgage  Investment  Conduit  Income Tax Return,
including  Schedule Q thereto,  Quarterly Notice to Residual Interest Holders of


                                       31
<PAGE>

REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of each REMIC due to their  classification  as a REMIC under the REMIC
Provisions, together with any and all other information, reports or returns that
may be  required to be  furnished  to the  Certificateholders  or filed with the
Internal  Revenue Service or any other  governmental  taxing authority under any
applicable provisions of federal, state or local tax laws.

        Telerate  Screen Page 3750: The display page so designated on the Bridge
Telerate  Capital Markets Report (or such other page as may replace page 3750 on
such service for the purpose of  displaying  London  interbank  offered rates of
major banks,  or, if such service is no longer  offered,  such other service for
displaying London interbank offered rates or comparable rates as may be selected
by the Indenture Trustee after consultation with the Servicer).

        Transfer: Any direct or indirect transfer,  sale, pledge,  hypothecation
or other form of assignment of any Ownership Interest in a Certificate.

     Transferee:  Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.

     Transferor:  Any Person  who is  disposing  by  Transfer  of any  Ownership
Interest in a Certificate.

        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.

        Trust Agreement: The trust agreement dated as of March 26, 2003, between
the Owner Trustee and the Depositor.

     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.

        Turbo Amount:  As defined in Section 5.01 of the Trust Agreement.

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

        Uncertificated  Accrued  Interest:  With respect to any Regular Interest
for any Payment Date, one month's  interest at the related  Remittance  Rate for
such  Payment  Date,  accrued  on  the   Uncertificated   Principal  Balance  or
Uncertificated Notional Amount, as applicable, immediately prior to such Payment
Date. Uncertificated Accrued Interest for REMIC I and REMIC II Regular Interests
shall accrue on the basis of a 360-day year consisting of twelve 30-day months.

                                       32
<PAGE>

        Uncertificated  Notional  Amount:  With  respect to each of the REMIC II
MT-IO  Regular  Interests  and any  date of  determination,  the  Uncertificated
Principal  Balance  of  the  correspondingly-designated  REMIC  I  LT-B  Regular
Interest.

        Uncertificated  Principal Balance:  With respect to any Payment Date and
any Regular Interest (other than the Class MT-IO REMIC II Regular  Interests and
REMIC III Regular  Interest A-IO),  the Class  Principal  Balance  thereof.  The
Uncertificated  Principal  Balance of each REMIC Regular Interest shall never be
less than zero.  The Class  MT-IO REMIC II Regular  Interests  and the REMIC III
Regular Interest A-IO will not have Uncertificated Principal Balances.

     Underwriters:  Each of Bear,  Stearns & Co. Inc., GMAC  Commercial  Holding
Capital Markets Corp., Greenwich Capital Markets Inc., and Lehman Brothers, Inc.

     Underwriting  Agreement:  The underwriting  agreement dated March 21, 2003,
between the Depositor, GMACM and the Representative.

        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 December 15, 1995.

        United  States  Person:  A citizen or resident of the United  States,  a
corporation,  partnership  or other entity created or organized in, or under the
laws of, the United  States,  any state  thereof,  or the  District  of Columbia
(except  in the  case of a  partnership,  to the  extent  provided  in  Treasury
regulations),  or an estate that is described in Section  7701(a)(30)(D)  of the
Code, or a trust that is described in Section 7701(a)(30)(E) of the Code.

        Voting  Rights:  The portion of the voting  rights of the Holders of the
Notes  allocated  to each  Class of Notes.  99.00% of all of the  Voting  Rights
exercisable by the  Noteholders  shall be allocated among the Classes of Class A
Notes  (other than the Class A-IO  Notes) in  accordance  with their  respective
outstanding  Note  Balances  and  1.0%  of all of the  Voting  Rights  shall  be
allocated  among the Holders of the Class A-IO  Notes.  Voting  Rights  shall be
allocated  among  the  Holders  of a Class  of  Notes  on a pro  rata  basis  in
accordance with their respective Percentage Interests.

        Weighted  Average Net Loan Rate:  For any  Payment  Date,  the  weighted
average of the Net Loan Rates of the Mortgage Loans,  weighted by the respective
Principal  Balances of the  Mortgage  Loans as of the  beginning  of the related
Collection Period.

        WG Trust 2001-A:  Walnut Grove  Mortgage  Loan Trust 2001-A,  a Delaware
statutory trust.

        WG Trust 2003-A:  Walnut Grove  Mortgage  Loan Trust 2003-A,  a Delaware
statutory trust.

        WG  Trust  Mortgage  Loans:  The  Initial  Mortgage  Loans  sold  to the
Depositor  and any  Subsequent  Mortgage  Loans  sold to the  Issuer by WG Trust
2001-A and WG Trust 2003-A.

                                       33
<PAGE>

        WG Trust  Purchase  Agreements:  The Mortgage Loan  Purchase  Agreement,
dated as of May 1, 2001,  as amended,  among  Walnut  Grove  Funding,  Inc.,  as
purchaser,  GMACM, as seller,  WG Trust 2001-A, as Issuer and Bank One, National
Association,  as trustee, and the Mortgage Loan Purchase Agreement,  dated as of
January 31, 2003, as amended,  among Walnut Grove  Funding,  Inc., as purchaser,
GMACM, as seller, WG Trust 2003-A, as Issuer and Bank One, National Association,
as trustee.



                                       34
<PAGE>