EXECUTION COPY


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                       GMACM MORTGAGE LOAN TRUST 2003-GH1,


                                   as Issuer,


                                       and


                         BANK ONE, NATIONAL ASSOCIATION,

                              as Indenture Trustee

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


                                    INDENTURE

                            Dated as of April 8, 2003

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


                       GMACM MORTGAGE LOAN TRUST 2003-GH1

                     GMACM Mortgage Loan-Backed Term Notes,

                                 Series 2003-GH1





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                                TABLE OF CONTENTS

                                                                                         PAGE


ARTICLE I         Definitions...............................................................2

<S>             <C>                                                                        <C>
        Section 1.01      Definitions.......................................................2

        Section 1.02      Incorporation by Reference of Trust Indenture Act.................2

        Section 1.03      Rules of Construction.............................................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.........................................................5

        Section 3.05      Priority of Distributions.........................................6

        Section 3.06      Protection of Trust Estate.......................................10

        Section 3.07      Opinions as to Trust Estate......................................11

        Section 3.08      Performance of Obligations; Servicing Agreement..................11

        Section 3.09      Negative Covenants...............................................12

        Section 3.10      Annual Statement as to Compliance................................12

        Section 3.11      Recordation of Assignments.......................................13

        Section 3.12      Representations and Warranties Concerning the Mortgage Loans.....13

        Section 3.13      Assignee of Record of the Mortgage Loans.........................13

        Section 3.14      Servicer as Agent and Bailee of the Indenture Trustee............13

        Section 3.15      Investment Company Act...........................................13

        Section 3.16      Issuer May Consolidate, etc......................................14

        Section 3.17      Successor or Transferee..........................................15

        Section 3.18      No Other Business................................................15

        Section 3.19      No Borrowing.....................................................16

        Section 3.20      Guarantees, Loans, Advances and Other Liabilities................16

        Section 3.21      Capital Expenditures.............................................16

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        Section 3.22      Owner Trustee Not Liable for Certificates or Related
                          Documents........................................................16

        Section 3.23      Restricted Payments..............................................16

        Section 3.24      Notice of Events of Default......................................16

        Section 3.25      Further Instruments and Acts.....................................17

        Section 3.26      Statements to Noteholders........................................17

        Section 3.27      Determination of Note Rate.......................................17

        Section 3.28      Reserved.........................................................17

        Section 3.29      Additional Representations of the Issuer.........................17

ARTICLE IV        The Notes; Satisfaction and Discharge of Indenture.......................19

        Section 4.01      The Notes........................................................19

        Section 4.02      Registration of and Limitations on Transfer and Exchange of
                          Notes; Appointment of Certificate Registrar......................19

        Section 4.03      Mutilated, Destroyed, Lost or Stolen Notes.......................20

        Section 4.04      Persons Deemed Owners............................................21

        Section 4.05      Cancellation.....................................................21

        Section 4.06      Book-Entry Notes.................................................22

        Section 4.07      Notices to Depository............................................22

        Section 4.08      Definitive Notes.................................................22

        Section 4.09      Tax Treatment....................................................23

        Section 4.10      Satisfaction and Discharge of Indenture..........................23

        Section 4.11      Application of Trust Money.......................................24

        Section 4.12      [Reserved].......................................................24

        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

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        Section 5.05      Optional Preservation of the Trust Estate........................30

        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...................................32

        Section 5.10      Delay or Omission Not a Waiver...................................32

        Section 5.11      Control by Noteholders...........................................32

        Section 5.12      Waiver of Past Defaults..........................................32

        Section 5.13      Undertaking for Costs............................................33

        Section 5.14      Waiver of Stay or Extension Laws.................................33

        Section 5.15      Sale of Trust Estate.............................................33

        Section 5.16      Action on Notes..................................................35

        Section 5.17      Performance and Enforcement of Certain Obligations...............35

ARTICLE VI        The Indenture Trustee....................................................37

        Section 6.01      Duties of Indenture Trustee......................................37

        Section 6.02      Rights of Indenture Trustee......................................38

        Section 6.03      Individual Rights of Indenture Trustee...........................39

        Section 6.04      Indenture Trustee's Disclaimer...................................39

        Section 6.05      Notice of Event of Default.......................................40

        Section 6.06      Reports by Indenture Trustee to Noteholders......................40

        Section 6.07      Compensation and Indemnity.......................................40

        Section 6.08      Replacement of Indenture Trustee.................................41

        Section 6.09      Successor Indenture Trustee by Merger............................42

        Section 6.10      Appointment of Co-Indenture Trustee or Separate Indenture
                          Trustee..........................................................42

        Section 6.11      Eligibility; Disqualification....................................43

        Section 6.12      Preferential Collection of Claims Against Issuer.................43

        Section 6.13      Representations and Warranties...................................43

        Section 6.14      Directions to Indenture Trustee..................................44

        Section 6.15      Indenture Trustee May Own Securities.............................44

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ARTICLE VII       Noteholders' Lists and Reports...........................................45

        Section 7.01      Issuer to Furnish Indenture Trustee Names and Addresses of
                          Noteholders......................................................45

        Section 7.02      Preservation of Information; Communications to Noteholders.......45

        Section 7.03      Reports by Issuer................................................45

        Section 7.04      Reports by Indenture Trustee.....................................46

ARTICLE VIII      Accounts, Disbursements and Releases.....................................47

        Section 8.01      Collection of Money..............................................47

        Section 8.02      Trust Accounts...................................................47

        Section 8.03      Officer's Certificate............................................48

        Section 8.04      Termination Upon Distribution to Noteholders.....................48

        Section 8.05      Release of Trust Estate..........................................48
        Section 8.06      Surrender of Notes Upon Final Payment............................48

ARTICLE IX        Supplemental Indentures..................................................49

        Section 9.01      Supplemental Indentures Without Consent of Noteholders...........49

        Section 9.02      Supplemental Indentures With Consent of Noteholders..............50

        Section 9.03      Execution of Supplemental Indentures.............................51

        Section 9.04      Effect of Supplemental Indenture.................................52

        Section 9.05      Conformity with Trust Indenture Act..............................52

        Section 9.06      Reference in Notes to Supplemental Indentures....................52

ARTICLE X         Miscellaneous............................................................53

        Section 10.01     Compliance Certificates and Opinions, etc........................53

        Section 10.02     Form of Documents Delivered to Indenture Trustee.................54

        Section 10.03     Acts of Noteholders..............................................55

        Section 10.04     Notices, etc., to Indenture Trustee, Issuer and Rating
                          Agencies.........................................................56

        Section 10.05     Notices to Noteholders; Waiver...................................57

        Section 10.06     Alternate Payment and Notice Provisions..........................57

        Section 10.07     Conflict with Trust Indenture Act................................57

        Section 10.08     Effect of Headings...............................................57

        Section 10.09     Successors and Assigns...........................................58

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        Section 10.10     Severability.....................................................58

        Section 10.11     Benefits of Indenture............................................58

        Section 10.12     Legal Holidays...................................................58

        Section 10.13     GOVERNING LAW....................................................58

        Section 10.14     Counterparts.....................................................58

        Section 10.15     Recording of Indenture...........................................58

        Section 10.16     Issuer Obligation................................................58

        Section 10.17     No Petition......................................................59

        Section 10.18     Inspection.......................................................59

ARTICLE XI        REMIC Provisions.........................................................60

        Section 11.01     REMIC Administration. ...........................................60

        Section 11.02     Servicer, REMIC Administrator and Indenture Trustee
                          Indemnification..................................................63

        Section 11.03     Designation of REMIC(s). ........................................64

Certain Matters Regarding the Credit Enhancer..............................................64

        Section 12.01     Rights of the Credit Enhancer to Exercise Rights of Class
                          A-5 Noteholders..................................................64

        Section 12.02     Claims Upon the Policy; Policy Payments Account..................64

        Section 12.03     Effect of Payments by Credit Enhancer; Subrogation...............65

        Section 12.04     Notices and Information to the Credit Enhancer; Credit
                          Enhancer as Third Party Beneficiary; Ratings.....................66

        Section 12.05     Indenture Trustee to Hold the Policy.............................66

        Section 12.06     Payment of Insurance Premium.....................................66



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                                    EXHIBITS

Exhibit A-1    -      Form of Class A Notes......................................Exhibit A-1-1
Exhibit A-2    -      Form of Class M Notes......................................Exhibit A-2-1
Exhibit A-3    -      Form of Class B Notes......................................Exhibit A-3-1
Appendix A     -      Definitions.................................................Appendix A-1


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        This  Indenture,  dated as of April 8, 2003, is between  GMACM  Mortgage
Loan Trust 2003-GH1,  a Delaware statutory trust, as issuer (the "Issuer"),  and
Bank One, National  Association,  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-GH1 GMACM Mortgage Loan-Backed Term 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,  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
Mortgage Loans and all monies due or to become due thereunder  after the Cut-Off
Date; (b) the Note Payment Account, and all funds on deposit or credited thereto
from time to time and all proceeds  thereof;  (c) all hazard insurance  policies
and Primary Insurance Policies,  if any; (d) with respect to the Class A-5 Notes
only,  the Policy 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  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.


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                                   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

(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.

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                                   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
$336,102,000.  The Class A-1,  Class A-2, Class A-3, Class A-4, Class A-5, Class
M-1,  Class  M-2 and Class B Notes  shall  have  initial  principal  amounts  of
$103,381,000,  $11,125,000, $111,968,000, $15,324,000, $ 68,880,000, $9,322,000,
$8,475,000 and $7,627,000, respectively.

        Each Note shall be dated the date of its authentication. The Notes shall
be  issuable  as  registered  Notes,  and the Notes shall be issuable in minimum
denominations of $25,000 and integral multiples of $1,000 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
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.

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                                  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
Chicago,  Illinois,  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  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;

(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;

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(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  (including reporting payments of interest on the Notes in
excess of interest  at the Net WAC Cap,  Interest  Carry  Forward  Amounts,  and
interest  on  either  of the  foregoing  as  payments  on an  interest  rate cap
agreement); 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 3.10 of the Servicing Agreement, the priority
        of  distributions  on each  Payment  Date  from  Principal  Collections,
        Interest Collections, any Insured Payments with respect to the Class A-5
        Notes and Advances, is as follows:

(i)     first,  for payment to the Credit  Enhancer,  the Insurance  Premium for
        such Payment Date;

(ii)    second, for payment by the Paying Agent to the Noteholders of each Class
        of Class A Notes, pro rata,  interest for the related Interest Period at
        the related Note Rate on the related Note Balance  immediately  prior to
        such Payment Date,  and interest due and unpaid  pursuant to this clause
        on each Class of Class A Notes for any prior  Payment Date plus,  to the
        Holders  of the Class A-5  Notes,  any  amounts  paid  under the  Policy
        pursuant to Section 12.02 in respect of interest on the Class A-5 Notes,

(iii)   third,  for payment by the Paying Agent to the  Noteholders of the Class
        M-1 Notes,  interest for the related Interest Period at the related Note
        Rate on the related Note Balance  immediately prior to such Payment Date
        and  interest  due and unpaid  pursuant  to this clause on the Class M-1
        Notes for any prior Payment Date,

(iv)    fourth,  for payment by the Paying Agent to the Noteholders of the Class
        M-2 Notes,  interest for the related Interest Period at the related Note
        Rate on the related Note Balance  immediately prior to such Payment Date
        and  interest  due and unpaid  pursuant  to this clause on the Class M-2
        Notes for any prior Payment Date,

(v)     fifth, for payment by the Paying Agent to the Noteholders of the Class B
        Notes, interest for the related Interest Period at the related Note Rate
        on the related Note Balance  immediately  prior to such Payment Date and
        interest due and unpaid pursuant to this clause on the Class B Notes for
        any prior Payment Date,

(vi)    sixth,  for  payment  by  the  Paying  Agent  to the  Noteholders,  as a
        distribution  of  principal  on  the  Notes,  the  Principal  Collection
        Distribution Amount for such Payment Date, to be allocated as follows:

                             (a)  first,  the  Class  A  Principal  Distribution
                      Amount to be  allocated  to each Class of Class A Notes as
                      described  in  Section  3.05(b)  below,   until  the  Note
                      Balances  thereof have been  reduced to zero plus,  to the
                      Class  A-5  Notes,  any  amounts  paid  under  the  Policy
                      pursuant to Section  12.02 in respect of  principal on the
                      Class A-5 Notes;

                             (b) second,  the Class M-1  Principal  Distribution
                      Amount to the Class M-1 Notes  until the Note  Balance  of
                      the Class M-1 Notes has been reduced to zero;

                                       6
<PAGE>

                             (c)  third,  the Class M-2  Principal  Distribution
                      Amount to the Class M-2 Notes  until the Note  Balance  of
                      the Class M-2 Notes has been reduced to zero; and

                             (d)  fourth,  the  Class B  Principal  Distribution
                      Amount to the Class B Notes until the Note  Balance of the
                      Class B Notes has been reduced to zero;

(vii)   seventh,  for payment by the Paying Agent to each Class of Class A Notes
        in the  priority  set forth in section  3.05(b),  an amount equal to the
        Liquidation Loss Distribution Amount (excluding Liquidation Loss Amounts
        that have been  allocated  to the  reduction  of the Note Balance of the
        Class A Notes pursuant to Section 3.05(c) hereof) until the Note Balance
        of each Class of Class A Notes has been reduced to zero;

(viii)  eighth,  for payment by the Paying  Agent to each Class of Class A Notes
        then outstanding,  to pay any Liquidation Loss Amounts,  pro rata, among
        the  then  outstanding  Classes  of  Class  A  Notes,  allocated  to the
        reduction of the Note Balance of such Class of Class A Notes pursuant to
        Section 3.05(c) hereof and not previously  reimbursed,  plus interest on
        such amounts at the related Note Rate;

(ix)    ninth,  for payment by the Paying Agent to the  Noteholders of the Class
        M-1 Notes to the  extent  not paid to the Class A Notes on that  Payment
        Date,  an  amount  equal to the  Liquidation  Loss  Distribution  Amount
        (excluding  Liquidation  Loss  Amounts  that have been  allocated to the
        reduction of the Note Balance of the Class M-1 Notes pursuant to Section
        3.05(c)  hereof)  until the Note Balance of the Class M-1 Notes has been
        reduced to zero;

(x)     tenth,  until  such time as the Note  Balance of the Class M-1 Notes has
        been reduced to zero, to pay any Liquidation  Loss Amounts  allocated to
        the  reduction  of the Note  Balance of the Class M-1 Notes  pursuant to
        Section 3.05(c) hereof and not previously  reimbursed,  plus interest on
        such amounts at the related Note Rate;

(xi)    eleventh,  for  payment by the Paying  Agent to the  Noteholders  of the
        Class M-2 Notes to the extent not paid to the Class A or Class M-1 Notes
        on  that  Payment  Date,  an  amount  equal  to  the  Liquidation   Loss
        Distribution  Amount (excluding  Liquidation Loss Amounts that have been
        allocated  to the  reduction  of the Note Balance of the Class M-2 Notes
        pursuant to Section  3.05(c) hereof) until the Note Balance of the Class
        M-2 Notes has been reduced to zero;

(xii)   twelfth,, until such time as the Note Balance of the Class M-2 Notes has
        been reduced to zero, to pay any Liquidation  Loss Amounts  allocated to
        the  reduction  of the Note  Balance of the Class M-2 Notes  pursuant to
        Section 3.05(c) hereof and not previously  reimbursed,  plus interest on
        such amounts at the related Note Rate;

(xiii)  thirteenth,  for payment by the Paying Agent to the  Noteholders  of the
        Class B Notes to the  extent not paid to the Class A, Class M-1 or Class
        M-2 Notes on that Payment Date, an amount equal to the Liquidation  Loss
        Distribution  Amount (excluding  Liquidation Loss Amounts that have been


                                       7
<PAGE>

        allocated  to the  reduction  of the Note  Balance  of the Class B Notes
        pursuant to Section  3.05(c) hereof) until the Note Balance of the Class
        B Notes has been reduced to zero;

(xiv)   fourteenth, until such time as the Note Balance of the Class B Notes has
        been reduced to zero, to pay any Liquidation  Loss Amounts  allocated to
        the  reduction  of the Note  Balance  of the Class B Notes  pursuant  to
        Section 3.05(c) hereof and not previously  reimbursed,  plus interest on
        such amounts at the related Note Rate;

(xv)    fifteenth,  for payment by the Paying  Agent to the  Noteholders  of the
        Class of the Class A Notes in the priority set forth in Section 3.05(b),
        the  Overcollateralization  Increase  Amount,  if any,  until  the  Note
        Balance of each Class of Class A Notes has been reduced to zero;

(xvi)   sixteenth,  for payment by the Paying  Agent to the  Noteholders  of the
        Class M-1 Notes, the  Overcollateralization  Increase Amount, if any, to
        the extent not paid to the Class A Notes,  until the Note Balance of the
        Class M-1 Notes has been reduced to zero;

(xvii)  seventeenth,  for payment by the Paying Agent to the  Noteholders of the
        Class M-2 Notes, the  Overcollateralization  Increase Amount, if any, to
        the extent  not paid to the Class A or Class M-1  Notes,  until the Note
        Balance of the Class M-2 Notes has been reduced to zero;

(xviii) eighteenth,  for payment by the Paying Agent to the  Noteholders  of the
        Class B Notes, the Overcollateralization Increase Amount, if any, to the
        extent not paid to the Class A, Class M-1 or Class M-2 Notes,  until the
        Note Balance of the Class B Notes has been reduced to zero;

(xix)   nineteenth,  to the  Credit  Enhancer,  as  subrogee  of the  Class  A-5
        Noteholders,  to reimburse the Credit Enhancer for claims paid under the
        Policy,  an amount equal to Cumulative  Insurance  Payments on the Class
        A-5 Notes;

(xx)    twentieth,  to the Indenture Trustee, any amounts owing to the Indenture
        Trustee pursuant to Section 6.07 to the extent remaining unpaid;

(xxi)   twenty-first,   for  payment  by  the  Paying  Agent   pursuant  to  the
        irrevocable  instruction of the holders of the Class SB Certificates (as
        the  parties  otherwise  entitled  to such  amounts as the owners of the
        REMIC II Regular  Interests SB) as set forth in the Trust  Agreement and
        incorporated  herein,  to the Noteholders of the Class A Notes, pro rata
        in accordance  with their  respective  amounts of Interest Carry Forward
        Amounts, the Class M-1 Notes, the Class M-2 Notes and the Class B Notes,
        in that order,  the amount of any Interest  Carry Forward Amount related
        to such Class of Notes, and

(xxii)  twenty-second,  any remaining amount, to the Distribution  Account,  for
        distribution to the Certificateholders by the Certificate Paying Agent;

                                       8
<PAGE>

provided,  however,  that on the  Final  Payment  Date,  the  amount  to be paid
pursuant  to  clause  (v)  above  shall  be equal to the  related  Note  Balance
immediately prior to such Payment Date.  Amounts  distributed to the Noteholders
pursuant  to the above  clauses (i) through  (xvii) from  Interest  Collections,
Principal  Collections  and  Advances  shall  be  treated  for tax  purposes  as
distributions with respect to the REMIC II Regular Interests A-1, A-2, A-3, A-4,
A-5,  M-1,  M-2  and B  respectively.  Amounts  distributed  to the  Noteholders
pursuant to clause  (xviii)  above  shall be treated for tax  purposes as having
been  distributed to the Class SB  Certificateholders  as the owners of REMIC II
Regular  Interest  SB and then  paid by them to the  Noteholders  pursuant  to a
notional principal contract for the payment of such amounts.

        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  (b)  below.  Interest  on the  Class  A-1 and  Class B 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,  the Class A-3 Notes,  the Class
A-4 Notes, the Class A-5 Notes, the Class M-1 Notes and the Class M-2 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 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) Any  payments of principal  on the Notes shall be paid  sequentially  to the
Class A-1 Notes,  the Class A-2 Notes,  the Class A-3 Notes, the Class A-4 Notes
and the Class A-5 Notes, in that order, in each case until the outstanding  Note
Balance of that class has been reduced to zero, provided,  however,  that if the
Note  Balance  of the  Class M-1 Notes has been  reduced  to zero,  payments  of
principal on the Notes will be paid pro rata to the outstanding Classes of Class
A Notes.  On any Payment  Date,  distributions  in respect of the payment of any
interest  shortfalls to the Class A-1 Notes,  the Class A-2 Notes, the Class A-3
Notes,  the Class A-4 Notes or the Class A-5 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.  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 Exhibits A-1, A-2 and A-3. Accordingly, notwithstanding the
order of  priority  set forth in Section  3.05(a)(i)  through  (v), on the Final
Payment  Date or on the Payment  Date on which  amounts  paid by the Servicer in
connection  with the purchase of the Mortgage  Loans pursuant to Section 8.08 of
the Servicing Agreement are distributed, all amounts available to be distributed
to Noteholders and  Certificateholders  will be applied first to pay accrued and
unpaid  interest  on each  Class  of Class A Notes,  pro  rata,  and then to pay
principal in reduction of the Note Balance of Class of Class A Notes,  pro rata,
until such Note  Balance  has been  reduced to zero,  and then to the Class M-1,


                                       9
<PAGE>

Class M-2 and Class B Notes,  in that  order,  in each case first to pay accrued
and unpaid  interest  thereon and then to pay principal in reduction of the Note
Balance of such Class,  until its  respective  Note  Balance has been reduced to
zero, and then, as appropriate, shall be distributed in accordance with Sections
3.05(a)(vii)  through (xxii).  All principal payments on the Notes of each Class
shall be made in accordance with the priorities set forth in paragraph (a) 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
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.  Any amounts paid under the Policy pursuant to Section 12.02
in respect of interest or principal  shall only be distributed to the holders of
the Class A-5 Notes.

(c) On each  Payment  Date,  the amount of any  Liquidation  Loss  Amounts  with
respect  to the prior  calendar  month  that were not  distributed  pursuant  to
Sections 3.05(a)(viii),  (x), (xii) or (xiv), will be applied as follows: first,
to reduce  any  Overcollateralization  Amount  (after  allocation  of  Principal
Collections  and Interest  Collections  on the  Mortgage  Loans for such Payment
Date) until such  amount has been  reduced to zero;  second,  to reduce the Note
Balance of the Class B Notes, until the Note Balance thereof has been reduced to
zero;  third, to reduce the Note Balance of the Class M-2 Notes,  until the Note
Balance thereof has been reduced to zero;  fourth, to reduce the Note Balance of
the Class M-1 Notes,  until the Note  Balance  thereof has been reduced to zero;
and  fifth,  to reduce  the Note  Balance  of each  Class of Class A Notes  then
outstanding, pro rata, until the Note Balance of each Class of Class A Notes has
been reduced to zero.

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.

                                       10
<PAGE>

(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 Trustee shall
        have first  received  an Opinion of Counsel to the effect  that the lien
        and security  interest  created by this  Indenture  with respect to such
        property  will  continue to be  maintained  after giving  effect to such
        action or actions.

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

Section 3.07   Opinions as to Trust Estate.

        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 Mortgage Loans to the
Indenture  Trustee or the Custodian in the State of Pennsylvania,  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 and any other  requisite  documents  and the  execution and filing of any
financing  statements and  continuation  statements that will, in the opinion of
such  counsel,  be required to maintain  the  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.

                                       11
<PAGE>

(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:

(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 and the Credit Enhancer, 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.

                                       12
<PAGE>

Section 3.11 Recordation of Assignments. The Issuer shall enforce the obligation
of 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,  covenants and warranties  made by GMACM in Section 3.1(a)
and  Section   3.1(b)  of  the  Purchase   Agreement  and  the  benefit  of  the
representations  and warranties made by Witmer in Section 3.1(c) of the Purchase
Agreement,  concerning  the Mortgage Loans and the right to enforce the remedies
against  GMACM or Witmer  provided in such  Section  3.1(a),  Section  3.1(b) or
Section 3.1(c), 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.

                                       13
<PAGE>

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  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)   each Rating Agency shall have notified the Issuer that such  transaction
        will not cause a Rating Event (in the case of the Class A-5 Notes,  such
        determination shall be made without giving effect 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, 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


                                       14
<PAGE>

     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  (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)   each Rating Agency shall have notified the Issuer that such  transaction
        will not cause a Rating Event (in the case of the Class A-5 Notes,  such
        determination shall be made without giving effect 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.

                                       15
<PAGE>

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
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 Seller with any warranty or representation  made under any Basic Document or
in any related document or the accuracy of any such warranty or  representation,
or any action of the Certificate Paying Agent, the Certificate  Registrar or 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 and the Rating  Agencies  prompt written notice of each Event of Default
hereunder and under the Trust Agreement.

                                       16
<PAGE>

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,  the Indenture
Trustee and the Certificate Registrar shall make available to the Depositor, the
Credit Enhancer, the Owner Trustee, each Rating Agency, each Noteholder and each
Certificateholder,  respectively,  a statement prepared 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 other  parties to this
Indenture via the Indenture Trustee's internet website.  The Indenture Trustee's
internet website shall initially be located at "www.abs.bankone.com". Assistance
in using the website can be obtained by calling the Indenture Trustee's customer
service  desk at (800)  524-9472.  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.

Section 3.27  Determination of Note Rate. The Indenture  Trustee shall determine
One-Month  LIBOR and the  applicable  Note Rate for the Class A-1 Notes for each
Interest  Period as of the second LIBOR Business Day  immediately  preceding (i)
the Closing Date in the case of the first Interest Period for the Notes and (ii)
the first day of each succeeding Interest Period for the Notes, and shall inform
the Issuer,  the Servicer and the Depositor by means of the Indenture  Trustee's
online service.

Section 3.28   Reserved.

Section 3.29   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.

                                       17
<PAGE>

(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.

(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  3.29 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.

                                       18
<PAGE>

                                   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 Note
Balances of $25,000 and integral multiples of $1,000 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.

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.

                                       19
<PAGE>

        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 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.

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


                                       20
<PAGE>

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 Credit Enhancer, the Indenture Trustee and
any agent of the Issuer,  the Credit Enhancer 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  Credit
Enhancer,  the Indenture Trustee or any agent of the Issuer, the Credit Enhancer
or the Indenture Trustee shall be affected by notice to the contrary.

Section 4.05  Cancellation.  All Notes surrendered for payment,  registration of
transfer,  exchange or redemption shall, if surrendered to any Person other than
the  Indenture  Trustee,  be  delivered  to the  Indenture  Trustee and shall be
promptly 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.

                                       21
<PAGE>

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
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, if  requested by the  Servicer,
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


                                       22
<PAGE>


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 will qualify as
(i) regular  interests in a REMIC as defined in the Code,  which will be treated
as  indebtedness  for  purposes  of such  taxes  and (ii) the  right to  receive
payments from outside the REMIC.  The Issuer,  by entering into this  Indenture,
and each Noteholder, by its acceptance of its Note (and each Beneficial Owner by
its acceptance of an interest in the applicable Book-Entry Note), agree to treat
the Notes for federal, state and local income, single business and franchise tax
purposes as (i) regular  interests in a REMIC as defined in the Code, which will
be  treated as  indebtedness  for  purposes  of such taxes and (ii) the right to
receive payments from outside the REMIC.

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

                      (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,

                                       23
<PAGE>


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;

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

(4)  the Issuer has delivered to the Indenture Trustee an Officer's  Certificate
     and an Opinion of Counsel,  each  meeting the  applicable  requirements  of
     Section  10.01  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,   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
interest;  but such monies need not be segregated from other funds except to the
extent required herein or required by law.

Section 4.12   [Reserved].

Section 4.13  Repayment of Monies Held by Paying Agent.  In connection  with the
satisfaction  and  discharge of this  Indenture  with respect to the Notes,  all
monies then held by any 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.

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


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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,  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 Noteholders of Notes  representing  not
less than a majority of the aggregate  Note Balance of the Notes 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 or the Noteholders of Notes representing
a majority of the aggregate Note Balance of the Notes,  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:

(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

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<PAGE>



(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
        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


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<PAGE>

        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
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.

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<PAGE>

(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 may
        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,  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  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 or (C) the
Indenture  Trustee  determines  that the  Mortgage  Loans will not  continue  to
provide  sufficient  funds for the payment of  principal  of and interest on the
Notes as they would have become due if the Notes had not been  declared  due and
payable,  and the Indenture Trustee obtains the consent of the Noteholders of 66
2/3% of the aggregate Note Balance 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


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<PAGE>

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.

(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 of each Class of Class A Notes,  pro
               rata, for amounts due and unpaid on the related Class A Notes for
               interest,  ratably,  without  preference or priority of any kind,
               according  to the  amounts  due and payable on such Class A Notes
               for interest from amounts  available in the Trust Estate for such
               Noteholders,  other than  amounts in  respect of  Interest  Carry
               Forward Amounts;

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

               FOURTH:  to the  Noteholders of the Class M-1 Notes,  for amounts
               due and  unpaid on the Class  M-1  Notes for  interest,  ratably,
               without  preference  or  priority of any kind,  according  to the
               amounts due and payable on such Class M-1 Notes for interest from
               amounts available in the Trust Estate for such Noteholders, other
               than amounts in respect of Interest Carry Forward Amounts;

               FIFTH: to the Noteholders of the Class M-1 Notes, for amounts due
               and unpaid on the Class M-1 Notes for principal, ratably, without
               preference or priority of any kind,  according to the amounts due
               and payable on such Class M-1 Notes for  principal,  from amounts
               available  in the Trust  Estate for such  Noteholders,  until the
               respective  Note  Balances  of such  Class  M-1  Notes  have been
               reduced to zero;

               SIXTH: to the Noteholders of the Class M-2 Notes, for amounts due
               and unpaid on the Class M-2 Notes for interest,  ratably, without
               preference or priority of any kind,  according to the amounts due
               and  payable on such Class M-2 Notes for  interest  from  amounts
               available  in the Trust Estate for such  Noteholders,  other than
               amounts in respect of Interest Carry Forward Amounts;

               SEVENTH:  to the Noteholders of the Class M-2 Notes,  for amounts
               due and  unpaid on the Class  M-2 Notes for  principal,  ratably,
               without  preference  or  priority of any kind,  according  to the
               amounts  due and  payable on such Class M-2 Notes for  principal,
               from amounts  available in the Trust Estate for such Noteholders,
               until the  respective  Note Balances of such Class M-2 Notes have
               been reduced to zero;

                                       29
<PAGE>

               EIGHTH:  to the Noteholders of the Class B Notes, for amounts due
               and unpaid on the Class B Notes for  interest,  ratably,  without
               preference or priority of any kind,  according to the amounts due
               and  payable  on such  Class B Notes for  interest  from  amounts
               available  in the Trust Estate for such  Noteholders,  other than
               amounts in respect of Interest Carry Forward Amounts;

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

               TENTH:  to the  Credit  Enhancer,  as  subrogee  of the Class A-5
               Noteholders,  to  reimburse  the Credit  Enhancer for claims paid
               under  the  Policy,  an  amount  equal  to  Cumulative  Insurance
               Payments on the Class A-5 Notes;

               ELEVENTH:  to the Noteholders of each Class of Class A Notes, pro
               rata,  the Class M-1  Notes,  the Class M-2 Notes and the Class B
               Notes,  in that  order,  any  amounts  in  respect  of any unpaid
               Interest Carry Forward Amounts;

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

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

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

Section 5.05 Optional  Preservation of the Trust Estate.  If the Notes have been
declared 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,  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,  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:

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<PAGE>

(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  Note Balance 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 Note Balance of the Notes.

        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.

        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  Note Balance of the Notes,
the Indenture  Trustee  shall act at the  direction of the group of  Noteholders
with the greater Note  Balance.  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 Note Balance,  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.

                                       31
<PAGE>

Section 5.09 Rights and Remedies Cumulative. No right or remedy herein conferred
upon  or  reserved  to  the  Indenture  Trustee,  the  Credit  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 Credit 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  Noteholders.  The  Noteholders  of a majority  of the
aggregate Note Balance of Notes 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:

(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  Noteholders  of
Notes  representing  not less than 100% of the  aggregate  Note  Balance  of the
Notes;

(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  Note Balance 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 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
Noteholders  of not less than a majority of the  aggregate  Note  Balance of the
Notes 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


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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
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 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:

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<PAGE>

(i)     the Noteholders of all Notes 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  and  the
        Certificateholders  under the  Certificates,  in full payment thereof in
        accordance  with Section 5.02, on the Payment Date next  succeeding  the
        date of such Sale, or

(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 Noteholders of Notes  representing
        at least 66 2/3% of the  aggregate  Note Balance 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  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).

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

(i)  any Noteholder may bid for and purchase the property  offered for sale, and
     upon  compliance  with the terms of sale may hold,  retain and  possess and
     dispose of such  property,  without  further  accountability,  and may,  in
     paying  the  purchase  money  therefor,  deliver  any Notes or  claims  for
     interest  thereon  in  lieu  of cash up to the  amount  which  shall,  upon
     distribution of the net proceeds of such sale, be payable thereon, and such
     Notes, in case the amounts so payable thereon shall be less than the amount
     due  thereon,  shall be returned  to the  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  as a result of such  Sale in  accordance  with  Section


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<PAGE>

     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

(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 Indenture Trustee,  the Issuer, in
its capacity as owner of the Mortgage  Loans,  shall 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,  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 Note Balance 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


                                       35
<PAGE>

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.

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<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.

(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
        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.

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<PAGE>

(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)     [Reserved].

(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.  The rights and  privileges of the Indenture
        Trustee  granted  under this  Article  shall be construed to include its
        appointment as Certificate Paying Agent.

(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
supervision of, any such agent,  attorney,  custodian or nominee  appointed with
due care by it hereunder.

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<PAGE>

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

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

(f) 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.

(g) 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 Noteholders  representing a majority of
the aggregate  Note Balance;  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.

(h) 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,  pursuant  to  the  provisions  of  this
Agreement,  unless the Noteholders  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
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


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<PAGE>

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 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.

        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.

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<PAGE>

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.  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 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.  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.

        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.

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<PAGE>

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 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;

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<PAGE>

(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.

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.

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<PAGE>

(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;

(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,
and, subject to the TIA, may transact business with the other parties interested
herein, with the same rights it would have if it were not Indenture Trustee.

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<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 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


                                       45
<PAGE>

        by the Issuer  pursuant to clauses (i) and (ii) of this Section  7.03(a)
        and by  rules  and  regulations  prescribed  from  time  to  time by the
        Commission.

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

Section 7.04 Reports by Indenture Trustee. If required by TIA ss. 313(a), within
60 days after each  January 1,  beginning  with January 1, 2004,  the  Indenture
Trustee shall make available to each  Noteholder as required by TIA ss. 313(c) a
brief  report  dated as of such  date that  complies  with TIA ss.  313(a).  The
Indenture Trustee also shall comply with TIA ss. 313(b).

        A copy of each  report at the time of its  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.

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<PAGE>

                                  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,  the  Certificate  Paying  Agent,  on behalf of the
Certificateholders, 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.

        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 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.

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<PAGE>

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  and  (ii)  all  sums due the  Indenture  Trustee  pursuant  to this
Indenture have been paid, release any remaining portion of the Trust Estate that
secured the Notes from the lien of this Indenture.

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

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.

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<PAGE>

                                   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,  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 to surrender any right or power herein  conferred  upon
        the Issuer;

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

(v)     to cure any ambiguity,  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 (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;

                                       49
<PAGE>

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,  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 (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  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:

(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 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";

                                       50
<PAGE>

(d) reduce the  percentage of 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.

        Notwithstanding any contrary provision of this Indenture,  any amendment
which could  adversely  affect the interests of the Credit Enhancer or the Class
A-5  Noteholders  shall require the prior written consent of the Credit Enhancer
and the Indenture Trustee.

        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.

        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


                                       51
<PAGE>

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.



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                                   ARTICLE X

                                  Miscellaneous

Section 10.01  Compliance Certificates and Opinions, etc.

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

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

(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


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<PAGE>

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


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<PAGE>

such Person may certify or give an opinion  with respect to some matters and one
or more other such Persons as to other matters,  and any such Person may certify
or give an opinion as to such matters in one or several documents.

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

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<PAGE>

(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 and Rating Agencies.
Any request, demand, authorization, direction, notice, consent, waiver or Act of
Noteholders or other documents  provided or permitted by this Indenture shall be
in  writing  and if such  request,  demand,  authorization,  direction,  notice,
consent,  waiver or Act of Noteholders is to be made upon, given or furnished to
or filed with:

(a) the  Indenture  Trustee by any  Noteholder,  the Credit  Enhancer  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 Bank One, National  Association,  1 Bank One Plaza,  Suite
IL1-0481, Chicago, Illinois 60670-0481, Attention: GMACM 2003-GH1. The Indenture
Trustee shall promptly  transmit any notice  received by it from the Noteholders
to the Issuer;

(b)  the  Issuer  by  the  Indenture  Trustee,  the  Credit  Enhancer  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 Mortgage
Loan  Trust  2003-GH1,  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  Credit  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:
MBIA Insurance  Corporation,  113 King Street, Armonk, New York 10504 Attention:
Insured Portfolio Management--Structured Finance (GMACM Series 2003-GH1); or, as
to each of the foregoing  Persons,  at such other address as shall be designated
by written notice to the other foregoing Persons.

        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, 55
Water Street,  New York, New York 10004,  Attention:  Asset Backed  Surveillance
Department;  or, as to each of the foregoing  Persons,  at such other address as
shall be designated by written notice to the other foregoing Persons.

        In each  case in which a notice  or other  communication  to the  Credit
Enhancer refers to a Credit Enhancer Default or a claim under the Policy or with
respect to which failure on the part of the Credit  Enhancer to respond shall be
deemed to constitute consent or acceptance,  then a copy of such notice or other
communication should also be sent to the attention of the General Counsel of the
Credit Enhancer and shall be marked to indicate "URGENT MATERIAL ENCLOSED."

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<PAGE>

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

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

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

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

Section  10.06  Alternate  Payment and Notice  Provisions.  Notwithstanding  any
provision of this Indenture or any of the Notes to the contrary,  the Issuer may
enter into any agreement with any 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.

                                       57
<PAGE>

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,  and any other party secured
hereunder,  and any other Person with an  ownership  interest in any part of the
Trust Estate, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

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

Section 10.13  GOVERNING  LAW. THIS  INDENTURE  SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK,  WITHOUT  REFERENCE TO ITS  CONFLICTS OF
LAW  PROVISIONS,  AND  THE  OBLIGATIONS,  RIGHTS  AND  REMEDIES  OF THE  PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section  10.14  Counterparts.  This  Indenture  may be executed in any number of
counterparts,  each of which so executed shall be deemed to be an original,  but
all such counterparts shall together constitute but one and the same instrument.

Section 10.15 Recording of Indenture.  If this Indenture is subject to recording
in any appropriate public recording offices, such recording is to be effected by
the  Issuer and at its  expense  accompanied  by an  Opinion  of Counsel  (which
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


                                       58
<PAGE>

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
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.


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<PAGE>

                                   ARTICLE XI


                                REMIC Provisions

Section 11.01  REMIC Administration.

(a) The REMIC Administrator shall make an election to treat the Trust Estate, as
set forth in Section 2.06 of the Trust  Agreement,  as two REMICs under the Code
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.

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

(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


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<PAGE>

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
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


                                       61
<PAGE>

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
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  either of the REMICs to fail to qualify as a REMIC at
any time that any Notes or Certificates are outstanding or subject either of the
REMICs to any tax under the REMIC Provisions or other  applicable  provisions of
federal, state and local law or ordinances.

(j) Neither the Servicer  nor the Trustee  shall  (subject to Section  11.01(f))
enter into any arrangement by which either of the REMICs created  hereunder will
receive a fee or other compensation for services nor permit either 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.

                                       62
<PAGE>

(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  either  of the  REMICs  created
hereunder,  (iii) the  termination of the  applicable  REMIC pursuant to Section
8.02 of the Trust Agreement or (iv) a purchase of Mortgage Loans pursuant to the
Purchase Agreement) nor acquire any assets for either 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 either of the REMICs after the Closing Date
unless it has  received  an  Opinion of  Counsel  that such  sale,  disposition,
substitution or acquisition  will not (a) affect  adversely the status of either
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
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  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
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 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.

                                       63
<PAGE>

               The Servicer  agrees to  indemnify  the Trust  Estate,  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 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, as set forth in Section
2.06 of the Trust  Agreement ) as a REMIC  ("REMIC I") and 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 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"
therein for purposes of the REMIC  Provisions (as defined  herein) under federal
income tax law.

                                  ARTICLE XII

                 Certain Matters Regarding the Credit Enhancer.

Section  12.01  Rights of the Credit  Enhancer to  Exercise  Rights of Class A-5
Noteholders.

        By accepting its Note,  each Class A-5  Noteholder  agrees that unless a
Credit  Enhancer  Default  exists,  the Credit  Enhancer shall have the right to
exercise all consent,  voting,  direction and other control  rights of the Class
A-5  Noteholders  under this Indenture  without any further consent of the Class
A-5 Noteholders.

Section 12.02  Claims Upon the Policy; Policy Payments Account..

(a) If, a  Servicing  Certificate  shows a  Deficiency  Amount  for the  related
Payment Date,  the Indenture  Trustee shall give notice by telephone or telecopy
of the aggregate amount of such deficiency, confirmed in writing in the form set
forth as Exhibit A to the Policy,  to the Credit  Enhancer,  at or before  12:00
noon, New York City time, on the second Business Day prior to such Payment Date.
If,  subsequent to such notice,  and prior to payment by the Credit  Enhancer to
such notice,  additional amounts are deposited in the Note Payment Account,  the
Trustee shall  reasonably  promptly  notify the Credit Enhancer and withdraw the
notice or reduce the amount claimed, as appropriate.

                                       64
<PAGE>

(b) The  Indenture  Trustee  shall  establish a separate  special  purpose trust
account  for the  benefit  of  Holders  of the Class  A-5  Notes and the  Credit
Enhancer  referred to herein as the  "Policy  Payments  Account"  over which the
Indenture Trustee shall have exclusive control and sole right of withdrawal. The
Indenture  Trustee  shall deposit any amount paid under the Policy in the Policy
Payments  Account and  distribute  such  amount only for  purposes of payment to
Holders of Class A-5 Notes of the Insured  Payments  for which a claim was made.
Such amount may not be applied to satisfy any costs,  expenses or liabilities of
the Servicer,  the Indenture Trustee or the Trust. Amounts paid under the Policy
shall be  transferred  to the Note Payment  Account in accordance  with the next
succeeding  paragraph and disbursed by the Indenture Trustee to Holders of Class
A-5 Notes in  accordance  with Section  3.05. It shall not be necessary for such
payments to be made by checks or wire transfers separate from the checks or wire
transfers  used to pay the Insured  Payments with other funds  available to make
such payment.  However, the amount of any payment of principal of or interest on
the Class A-5 Notes to be paid from funds  transferred  from the Policy Payments
Account  shall be noted as provided in paragraph  (c) below and in the statement
to be  furnished  to Holders of the Class A-5 Notes  pursuant to Section 4.01 of
the Servicing Agreement.  Funds held in the Policy Payments Account shall not be
invested by the Indenture Trustee.

        On any  Payment  Date with  respect to which a claim has been made under
the  Policy,  the amount of any funds  received  by the  Indenture  Trustee as a
result of any claim under the Policy, to the extent required to make the Insured
Payment on such Payment Date shall be withdrawn from the Policy Payments Account
and deposited in the Note Payment Account and applied by the Indenture  Trustee,
together  with the other funds to be  distributed  to the Class A-5  Noteholders
pursuant to Section 3.05, directly to the payment in full of the Insured Payment
due on the Class A-5 Notes.  Any funds remaining in the Policy Payments  Account
on the first  Business  Day  following  a Payment  Date shall be remitted to the
Credit Enhancer,  pursuant to the instructions of the Credit Enhancer by the end
of such Business Day.

(c) The  Indenture  Trustee  shall keep a complete  and  accurate  record of the
amount of  interest  and  principal  paid into the  Policy  Payments  Account in
respect of any Class A-5 Notes from moneys received under the Policy. The Credit
Enhancer shall have the right to inspect such records at reasonable times during
normal  business  hours upon two Business  Day's prior  notice to the  Indenture
Trustee.

Section 12.03  Effect of Payments by Credit Enhancer; Subrogation.

        Anything  herein to the contrary  notwithstanding,  for purposes of this
Section 12.03 only,  any payment with respect to principal of or interest on the
Class A-5 Notes which is made with monies received  pursuant to the terms of the
Policy  shall not be  considered  payment of the Class A-5 Notes from the Trust.
The  Issuer  and the  Indenture  Trustee  acknowledge,  and each  Holder  by its
acceptance  of a Class A-5 Note  agrees,  that  without the need for any further
action on the part of the Credit Enhancer,  the Servicer,  the Issuer, the Owner
Trustee,  the Indenture Trustee or the Note Registrar,  to the extent the Credit
Enhancer makes payments,  directly or indirectly,  on account of principal of or
interest  on the Class A-5 Notes to the  Holders of such  Class A-5  Notes,  the
Credit  Enhancer will be fully  subrogated to, each Class A-5 Noteholder and the
Indenture  Trustee hereby delegates and assigns to the Credit  Enhancer,  to the
fullest  extent  permitted  by law,  the rights of such  Holders to receive such
principal and interest from the Trust Fund;  provided that Credit Enhancer shall


                                       65
<PAGE>

be paid such amounts only from the sources and in the manner explicitly provided
for herein.

        The  Indenture  Trustee and the Issuer  shall  cooperate in all respects
with any  reasonable  request by the Credit  Enhancer  for action to preserve or
enforce the Credit  Enhancer's  rights or interests under this Indenture without
limiting the rights or affecting  the  interests of the Holders as otherwise set
forth herein.

Section 12.04 Notices and Information to the Credit Enhancer; Credit Enhancer as
Third Party Beneficiary; Ratings.

(a) All notices, statements,  reports, certificates or opinions required by this
Indenture to be sent to any other party hereto or to the Noteholders  shall also
be sent to the Credit Enhancer.

(b) The Credit Enhancer shall be a third party beneficiary of this Indenture

(c) All  references  in this  Indenture  the  ratings on the Class A-5 Notes and
interests of the Class A-5 Noteholders shall be without regard to the Policy.

Section 12.05  Indenture Trustee to Hold the Policy.

        The  Indenture  Trustee  will hold the  Policy in trust as agent for the
Class A-5 Noteholders for the purpose of making claims thereon and  distributing
the  proceeds  thereof.  Neither the Policy,  nor the amounts paid on the Policy
will  constitute  part of the assets of either REMIC created by this  Indenture.
Each Class A-5 Noteholder, by accepting its Note, appoints the Indenture Trustee
as  attorney-in-fact  for the  purpose  of  making  claims  on the  Policy.  The
Indenture  Trustee  shall  surrender  the  Policy  to the  Credit  Enhancer  for
cancellation  upon the  expiration  of the term of the Policy as provided in the
Policy  following the retirement of the Class A-5 Notes.  To the extent that the
Policy constitutes a reserve fund for federal income tax purposes,  (1) it shall
be an outside credit support  agreement and not an asset of either REMIC and (2)
it shall be owned by the Credit  Enhancer,  all  within  the  meaning of Section
1.860G-2(h) of the Treasury Regulations.

Section 12.06  Payment of Insurance Premium.

        Unless  otherwise  designated  in writing by the President or a Managing
Director of the Credit Enhancer to the Indenture Trustee,  the Insurance Premium
to be paid  pursuant to Section 3.05 shall be paid by the  Indenture  Trustee to
the Credit  Enhancer by wire transfer with the  following  details  specifically
stated in the wire transfer:

        Bank:  JPMorgan Chase Bank
        ABA Number:  021-000-021
        For the account of:  MBIA Insurance Corporation
        Account Number:  910-2-721728
        Policy Number:  40886

                            [Signature Page Follows]

                                       66
<PAGE>


<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 MORTGAGE LOAN TRUST 2003-GH1, as Issuer



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



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



                       BANK ONE, NATIONAL ASSOCIATION., as Indenture
                           Trustee



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

BANK ONE,  NATIONAL  ASSOCIATION  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



                                       67
<PAGE>


STATE OF _______________     )
               .......              )       ss.:
COUNTY OF _____________      )

        On  this  ___  day  of  April,  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


                                       68
<PAGE>


STATE OF _______________     )
               .......              ) ss.:
COUNTY OF _____________      )

        On  this  ___  day  of  April,  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 Bank One,
National Association, as Indenture 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

NOTORIAL SEAL


                                       69
<PAGE>

                                   EXHIBIT A-1
                              FORM OF CLASS A NOTES

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

THE  PRINCIPAL  OF THIS NOTE IS PAYABLE  IN  INSTALLMENTS  AS SET FORTH  HEREIN.
ACCORDINGLY,  THE OUTSTANDING  PRINCIPAL  AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

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

THE HOLDER OF THIS NOTE IS DEEMED TO HAVE  REPRESENTED  THAT THE  ACQUISITION OF
THIS  NOTE BY THE  HOLDER  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.

GMACM Mortgage Loan-Backed Term Note, Class A-[__]

Registered

Initial Note Balance:  $[   ]

No. A-[__]-__

Note Rate:  [Variable] [____%]

CUSIP NO. [  ]


                       GMACM MORTGAGE LOAN TRUST 2003-GH1

        GMACM Mortgage Loan Trust 2003-GH1, a statutory trust duly organized and
existing  under the laws of the State of  Delaware  (herein  referred  to as the


                                       1
<PAGE>

"Issuer"),  for  value  received,  hereby  promises  to pay to Cede & Co. or its
registered   assigns,   the   principal   sum   of   [_______________]   Dollars
($[_______________]), payable on each Payment Date in an amount equal to the pro
rata portion allocable hereto (based on the Initial Note Balance specified above
and the Initial Note Balance of all A-[__]  Notes) of the aggregate  amount,  if
any,  payable from the Note Payment Account in respect of principal of the Class
A-[__] Notes (the "Notes") pursuant to Section 3.05 of the indenture dated as of
April 8, 2003 (the  "Indenture"),  between  the  Issuer  and Bank One,  National
Association, as indenture trustee (the "Indenture Trustee");  provided, however,
that the entire unpaid principal amount of this Note shall be due and payable on
the Payment Date in [__________] 203[__], to the extent not previously paid on a
prior Payment Date. Capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in Appendix A to the Indenture.

        Interest on the Notes will be paid  monthly on each  Payment Date at the
Note Rate for the related Class of Notes for the Interest Period.  The Note Rate
for each Interest Period will be a [fixed]  [floating] rate equal to the [lesser
of a per annum  rate  equal to (i) [__]% and (ii) the Net WAC Cap]  [lesser of a
per annum rate equal to (i) [__]% plus  0.50%  beginning  on the second  Payment
Date  after  the  Optional  Call  Date and (ii) the Net WAC Cap]  [least  of (i)
One-Month  LIBOR plus  0.[__]%;  (ii) a per annum rate equal to the Net WAC Cap;
and (iii) [__]% per annum.  One-Month LIBOR for each applicable  Interest Period
will be determined as of the second LIBOR Business Day immediately preceding (i)
the Closing Date in the case of the first Interest Period and (ii) the first day
of each succeeding  Interest Period by the Indenture Trustee as set forth in the
Indenture. All determinations of One-Month LIBOR by the Indenture Trustee shall,
in the absence of manifest  error,  be  conclusive  for all  purposes,  and each
holder  of this  Note,  by  accepting  this  Note,  agrees  to be  bound by such
determination.]  [Interest  on this Note will accrue for each  Payment Date from
the most recent Payment Date on which interest has been paid (in the case of the
first Payment Date,  from the Closing Date) to but excluding such Payment Date.]
[Interest  on this Note will accrue for each  Payment  Date during the  calendar
month  preceding that Payment  Date.]  Interest will be computed on the basis of
the [30] [actual  number of days] in each Interest  Period and a year assumed to
consist of 360 days. Principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

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

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

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

        This  Note is one of a duly  authorized  issue of  Notes of the  Issuer,
designated as its GMACM Mortgage  Loan-Backed  Term Notes,  Series 2003-GH1 (the
"Series 2003-GH1 Notes"), all issued under the Indenture, to which Indenture and
all indentures  supplemental thereto reference is hereby made for a statement of
the respective  rights and obligations  thereunder of the Issuer,  the Indenture


                                       2
<PAGE>

Trustee and the Noteholders of the Series  2003-GH1  Notes.  The Series 2003-GH1
Notes are subject to all terms of the Indenture.

        The Series 2003-GH1 Notes are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture.

        Principal  of and  interest on this Note will be payable on each Payment
Date,  commencing  on April 25, 2003,  as described in the  Indenture.  "Payment
Date" means the  twenty-fifth  day of each month,  or, if any such date is not a
Business Day, then the next succeeding Business Day.

        The entire unpaid principal amount of this Note shall be due and payable
in full on the Payment Date in [__________]  203[__]  pursuant to the Indenture,
to the extent not previously paid on a prior Payment Date.  Notwithstanding  the
foregoing,  if an Event of Default shall have occurred and be  continuing,  then
the Indenture  Trustee or the Noteholders of Notes  representing not less than a
majority of the aggregate  Note Balance of the Notes may declare the Notes to be
immediately  due and  payable in the  manner  provided  in  Section  5.02 of the
Indenture.  All  principal  payments  on the Notes shall be made pro rata to the
Noteholders of Notes entitled thereto.

        Any  installment of interest or principal,  if any,  payable on any Note
that is  punctually  paid or duly  provided for by the Issuer on the  applicable
Payment Date shall be paid to the related  Noteholder  on the  preceding  Record
Date,  by wire  transfer to an account  specified in writing by such  Noteholder
reasonably satisfactory to the Indenture Trustee as of the preceding Record Date
or, if no such  instructions  have been delivered to the Indenture  Trustee,  by
check or money order to such Noteholder mailed to such  Noteholder's  address as
it appears in the Note Register,  the amount  required to be distributed to such
Noteholder on such Payment Date pursuant to such Noteholder's  Notes;  provided,
however,  that the Indenture Trustee shall not pay to such Noteholder any amount
required  to be  withheld  from a payment to such  Noteholder  by the Code.  Any
reduction in the principal  amount of this Note (or any one or more  predecessor
Notes)  effected by any payments  made on any Payment Date shall be binding upon
all future Noteholders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
hereon. If funds are expected to be available, as provided in the Indenture, for
payment in full of the then remaining  unpaid principal amount of this Note on a
Payment Date,  then the Indenture  Trustee,  in the name of and on behalf of the
Issuer,  will notify the Person who was the registered  Noteholder  hereof as of
the Record Date  preceding  such Payment Date by notice mailed or transmitted by
facsimile  prior to such Payment Date, and the amount then due and payable shall
be payable  only upon  presentation  and  surrender  of this Note at the address
specified in such notice of final payment.

        As provided in the  Indenture  and  subject to certain  limitations  set
forth therein,  the transfer of this Note may be registered on the Note Register
upon surrender of this Note for  registration of transfer at the Corporate Trust
Office of the Indenture  Trustee,  duly endorsed by, or accompanied by a written
instrument  of transfer  in form  satisfactory  to the  Indenture  Trustee  duly
executed by, the Noteholder hereof or such Noteholder's attorney duly authorized
in  writing,   with  such  signature   guaranteed  by  an  "eligible   guarantor
institution" meeting the requirements of the Note Registrar,  which requirements


                                       3
<PAGE>

include membership or participation in the Securities Transfer Agent's Medallion
Program  ("STAMP")  or  such  other  "signature  guarantee  program"  as  may be
determined by the Note Registrar in addition to, or in substitution  for, STAMP,
all in accordance  with the Exchange Act, and thereupon one or more new Notes in
authorized  denominations  and in the same  aggregate  principal  amount will be
issued to the designated  transferee or  transferees.  No service charge will be
charged for any  registration of transfer or exchange of this Note, but the Note
Registrar  shall  require  payment  of a sum  sufficient  to  cover  any  tax or
governmental  charge that may be imposed in connection with any  registration of
transfer or exchange of this Note.

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

        Each  Noteholder or Beneficial  Owner of a Note, by its  acceptance of a
Note or, in the case of a Beneficial Owner of a Note, a beneficial interest in a
Note,  covenants and agrees by accepting the benefits of the Indenture that such
Noteholder  or  Beneficial  Owner  will not at any time  institute  against  the
Depositor, the Seller, the Servicer, GMAC Mortgage Group, Inc. or the Issuer, or
join in any institution  against the Depositor,  the Seller, the Servicer,  GMAC
Mortgage  Group,  Inc.  or  the  Issuer  of,  any  bankruptcy,   reorganization,
arrangement,  insolvency  or  liquidation  proceedings  under any United  States
federal or state  bankruptcy or similar law in connection  with any  obligations
relating to the Notes, the Indenture or the other Basic Documents.

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

        Prior to the due presentment for  registration of transfer of this Note,
the Issuer,  the Indenture  Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in the name of which this Note is registered (as of
the day of  determination  or as of such other date as may be  specified  in the
Indenture)  as the owner  hereof for all  purposes,  whether or not this Note be


                                       4
<PAGE>

overdue,  and none of the Issuer,  the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

        The Indenture permits,  with certain  exceptions  therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Issuer and the Indenture Trustee and the rights of the Noteholders of the Series
2003-GH1  Notes under the  Indenture at any time by the Issuer and the Indenture
Trustee and the  Noteholders  of Notes  representing a majority of the aggregate
Note Balance of the Notes then  Outstanding  and with prior notice to the Rating
Agencies.  The Indenture also contains provisions  permitting the Noteholders of
Notes  representing  specified  percentages  of the Note  Balances of the Series
2003-GH1  Notes,  on behalf of the  Noteholders of all Series 2003-GH1 Notes, to
waive  compliance  by the Issuer with certain  provisions  of the  Indenture and
certain past  defaults  under the  Indenture  and their  consequences.  Any such
consent or waiver by the Noteholder of this Note (or any one of more predecessor
Notes) shall be conclusive and binding upon such  Noteholder and upon all future
Noteholders  of this  Note  and of any Note  issued  upon  the  registration  of
transfer  hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note. The Indenture also permits the
Issuer and the Indenture  Trustee to amend or waive certain terms and conditions
set forth in the  Indenture  without  the consent of  Noteholders  of the Series
2003-GH1 Notes issued thereunder but with prior notice to the Rating Agencies.

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

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

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

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

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

        Anything  herein to the  contrary  notwithstanding,  except as expressly
provided  in the  Basic  Documents,  none of  Wilmington  Trust  Company  in its
individual capacity,  Bank One, National Association in its individual capacity,
any owner of a  beneficial  interest in the Issuer,  or any of their  respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns shall be personally liable for, nor shall recourse be had to any of them


                                       5
<PAGE>

for, the payment of principal of or interest on this Note or the performance of,
or the failure to perform, any of the covenants, obligations or indemnifications
contained in the  Indenture.  The  Noteholder  of this Note,  by its  acceptance
hereof, agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture,  such Noteholder  shall have no
claim against any of the foregoing for any deficiency,  loss or claim therefrom;
provided,  however,  that  nothing  contained  herein  shall be taken to prevent
recourse to, and enforcement  against,  the assets of the Issuer for any and all
liabilities,  obligations and undertakings contained in the Indenture or in this
Note.

                            [Signature Page Follows]

                                       6
<PAGE>


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




                               GMACM MORTGAGE LOAN TRUST 2003-GH1



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

Dated:  April 8, 2003

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




CERTIFICATE OF AUTHENTICATION

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



                              BANK ONE, NATIONAL ASSOCIATION,
                              not in its individual capacity but solely as
                              Indenture Trustee



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

Dated: April 8, 2003


                                      7
<PAGE>


                                   ASSIGNMENT

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


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

_____________________________________________________________________________
                         (name and address of assignee)


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

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

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



                                       8
<PAGE>




                                   EXHIBIT A-2
                              FORM OF CLASS M NOTES

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

THE  PRINCIPAL  OF THIS NOTE IS PAYABLE  IN  INSTALLMENTS  AS SET FORTH  HEREIN.
ACCORDINGLY,  THE OUTSTANDING  PRINCIPAL  AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

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

THE HOLDER OF THIS NOTE IS DEEMED TO HAVE  REPRESENTED  THAT THE  ACQUISITION OF
THIS  NOTE BY THE  HOLDER  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.

GMACM Mortgage Loan-Backed Term Note, Class M-[__]

Registered

Initial Note Balance:  $[________________]

No. M-[__]-__

Note Rate:  [____%]

CUSIP NO.  [________________]


                       GMACM MORTGAGE LOAN TRUST 2003-GH1

        GMACM Mortgage Loan Trust 2003-GH1, a statutory trust duly organized and
existing  under the laws of the State of  Delaware  (herein  referred  to as the


                                       1
<PAGE>

"Issuer"),  for  value  received,  hereby  promises  to pay to Cede & Co. or its
registered   assigns,   the   principal   sum   of   [_______________]   Dollars
($[_______________]), payable on each Payment Date in an amount equal to the pro
rata portion allocable hereto (based on the Initial Note Balance specified above
and the Initial Note Balance of all Class M-[__] Notes) of the aggregate amount,
if any,  payable  from the Note  Payment  Account in respect of principal of the
Class M-[__] Notes (the "Notes") pursuant to Section 3.05 of the indenture dated
as of April 8, 2003 (the "Indenture"), between the Issuer and Bank One, National
Association, as indenture trustee (the "Indenture Trustee");  provided, however,
that the entire unpaid principal amount of this Note shall be due and payable on
the Payment Date in [__________] 203[__], to the extent not previously paid on a
prior Payment Date. Capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in Appendix A to the Indenture.

        Interest on the Notes will be paid  monthly on each  Payment Date at the
Note Rate for the related Class of Notes for the Interest Period.  The Note Rate
for each Interest Period will be a fixed rate equal to the lesser of a per annum
rate equal to (i) [__]% plus 0.50%  beginning  on the second  Payment Date after
the  Optional  Call  Date and (ii) the Net WAC Cap.  Interest  on this Note will
accrue for each Payment Date during the calendar  month  preceding  that Payment
Date.  Interest will be computed on the basis of 30 days in each Interest Period
and a year  assumed to consist of 360 days.  Principal  of and  interest on this
Note shall be paid in the manner specified on the reverse hereof.

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

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

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

        This  Note is one of a duly  authorized  issue of  Notes of the  Issuer,
designated as its GMACM Mortgage  Loan-Backed  Term Notes,  Series 2003-GH1 (the
"Series 2003-GH1 Notes"), all issued under the Indenture, to which Indenture and
all indentures  supplemental thereto reference is hereby made for a statement of
the respective  rights and obligations  thereunder of the Issuer,  the Indenture
Trustee and the Noteholders of the Series  2003-GH1  Notes.  The Series 2003-GH1
Notes are subject to all terms of the Indenture.

        The Series 2003-GH1 Notes are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture.

        Principal  of and  interest on this Note will be payable on each Payment
Date,  commencing  on April 25, 2003,  as described in the  Indenture.  "Payment
Date" means the  twenty-fifth  day of each month,  or, if any such date is not a
Business Day, then the next succeeding Business Day.

                                       2
<PAGE>

        The entire unpaid principal amount of this Note shall be due and payable
in full on the Payment Date in [__________]  203[__]  pursuant to the Indenture,
to the extent not previously paid on a prior Payment Date.  Notwithstanding  the
foregoing,  if an Event of Default shall have occurred and be  continuing,  then
the Indenture  Trustee or the Noteholders of Notes  representing not less than a
majority of the aggregate  Note Balance of the Notes may declare the Notes to be
immediately  due and  payable in the  manner  provided  in  Section  5.02 of the
Indenture.  All  principal  payments  on the Notes shall be made pro rata to the
Noteholders of Notes entitled thereto.

        Any  installment of interest or principal,  if any,  payable on any Note
that is  punctually  paid or duly  provided for by the Issuer on the  applicable
Payment Date shall be paid to the related  Noteholder  on the  preceding  Record
Date,  by wire  transfer to an account  specified in writing by such  Noteholder
reasonably satisfactory to the Indenture Trustee as of the preceding Record Date
or, if no such  instructions  have been delivered to the Indenture  Trustee,  by
check or money order to such Noteholder mailed to such  Noteholder's  address as
it appears in the Note Register,  the amount  required to be distributed to such
Noteholder on such Payment Date pursuant to such Noteholder's  Notes;  provided,
however,  that the Indenture Trustee shall not pay to such Noteholder any amount
required  to be  withheld  from a payment to such  Noteholder  by the Code.  Any
reduction in the principal  amount of this Note (or any one or more  predecessor
Notes)  effected by any payments  made on any Payment Date shall be binding upon
all future Noteholders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
hereon. If funds are expected to be available, as provided in the Indenture, for
payment in full of the then remaining  unpaid principal amount of this Note on a
Payment Date,  then the Indenture  Trustee,  in the name of and on behalf of the
Issuer,  will notify the Person who was the registered  Noteholder  hereof as of
the Record Date  preceding  such Payment Date by notice mailed or transmitted by
facsimile  prior to such Payment Date, and the amount then due and payable shall
be payable  only upon  presentation  and  surrender  of this Note at the address
specified in such notice of final payment.

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

                                       3
<PAGE>

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

        Each  Noteholder or Beneficial  Owner of a Note, by its  acceptance of a
Note or, in the case of a Beneficial Owner of a Note, a beneficial interest in a
Note,  covenants and agrees by accepting the benefits of the Indenture that such
Noteholder  or  Beneficial  Owner  will not at any time  institute  against  the
Depositor, the Seller, the Servicer, GMAC Mortgage Group, Inc. or the Issuer, or
join in any institution  against the Depositor,  the Seller, the Servicer,  GMAC
Mortgage  Group,  Inc.  or  the  Issuer  of,  any  bankruptcy,   reorganization,
arrangement,  insolvency  or  liquidation  proceedings  under any United  States
federal or state  bankruptcy or similar law in connection  with any  obligations
relating to the Notes, the Indenture or the other Basic Documents.

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

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

        The Indenture permits,  with certain  exceptions  therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Issuer and the Indenture Trustee and the rights of the Noteholders of the Series
2003-GH1  Notes under the  Indenture at any time by the Issuer and the Indenture
Trustee and the  Noteholders  of Notes  representing a majority of the aggregate
Note Balance of the Notes then  Outstanding  and with prior notice to the Rating
Agencies.  The Indenture also contains provisions  permitting the Noteholders of


                                       4
<PAGE>

Notes  representing  specified  percentages  of the Note  Balances of the Series
2003-GH1  Notes,  on behalf of the  Noteholders of all Series 2003-GH1 Notes, to
waive  compliance  by the Issuer with certain  provisions  of the  Indenture and
certain past  defaults  under the  Indenture  and their  consequences.  Any such
consent or waiver by the Noteholder of this Note (or any one of more predecessor
Notes) shall be conclusive and binding upon such  Noteholder and upon all future
Noteholders  of this  Note  and of any Note  issued  upon  the  registration  of
transfer  hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note. The Indenture also permits the
Issuer and the Indenture  Trustee to amend or waive certain terms and conditions
set forth in the  Indenture  without  the consent of  Noteholders  of the Series
2003-GH1 Notes issued thereunder but with prior notice to the Rating Agencies.

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

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

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

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

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

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

                            [Signature Page Follows]


                                       5
<PAGE>


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




                              GMACM MORTGAGE LOAN TRUST 2003-GH1



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

Dated:  April 8, 2003

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





CERTIFICATE OF AUTHENTICATION

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



                              BANK ONE, NATIONAL ASSOCIATION,
                              not in its individual capacity but solely as
                              Indenture Trustee



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

Dated: April 8, 2003


                                       6
<PAGE>

                                   ASSIGNMENT

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


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

___________________________________________________________________________
                         (name and address of assignee)


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

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

                                                   ___________________________*/

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


                                       7
<PAGE>


                                   EXHIBIT A-3
                              FORM OF CLASS B NOTES

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

THE  PRINCIPAL  OF THIS NOTE IS PAYABLE  IN  INSTALLMENTS  AS SET FORTH  HEREIN.
ACCORDINGLY,  THE OUTSTANDING  PRINCIPAL  AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

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

THE HOLDER OF THIS NOTE IS DEEMED TO HAVE  REPRESENTED  THAT THE  ACQUISITION OF
THIS  NOTE BY THE  HOLDER  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.

GMACM Mortgage Loan-Backed Term Note, Class B

Registered

Initial Note Balance:  $[________________]

No. B-__

Note Rate:  [____%]

CUSIP NO.  [________________]


                       GMACM MORTGAGE LOAN TRUST 2003-GH1

        GMACM Mortgage Loan Trust 2003-GH1, a statutory trust duly organized and
existing  under the laws of the State of  Delaware  (herein  referred  to as the


                                       1
<PAGE>

"Issuer"),  for  value  received,  hereby  promises  to pay to Cede & Co. or its
registered   assigns,   the   principal   sum   of   [_______________]   Dollars
($[_______________]), payable on each Payment Date in an amount equal to the pro
rata portion allocable hereto (based on the Initial Note Balance specified above
and the Initial Note Balance of all Class B-[__] Notes) of the aggregate amount,
if any,  payable  from the Note  Payment  Account in respect of principal of the
Class B Notes (the "Notes")  pursuant to Section 3.05 of the indenture  dated as
of April 8, 2003 (the  "Indenture"),  between the Issuer and Bank One,  National
Association, as indenture trustee (the "Indenture Trustee");  provided, however,
that the entire unpaid principal amount of this Note shall be due and payable on
the Payment Date in [__________] 203[__], to the extent not previously paid on a
prior Payment Date. Capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in Appendix A to the Indenture.

        Interest on the Notes will be paid  monthly on each  Payment Date at the
Note Rate for the related Class of Notes for the Interest Period.  The Note Rate
for each  Interest  Period will be a floating  rate equal to the lesser of a per
annum rate equal to (i) the sum of One-Month LIBOR plus 3.25% plus, beginning on
the second Payment Date after the first Optional Call Date,  1.625%;  (ii) a per
annum rate equal to the Net WAC Cap; and (iii) 15.00% per annum. One-Month LIBOR
for each  applicable  Interest  Period will be determined as of the second LIBOR
Business Day immediately preceding (i) the Closing Date in the case of the first
Interest Period and (ii) the first day of each succeeding Interest Period by the
Indenture Trustee as set forth in the Indenture. All determinations of One-Month
LIBOR by the  Indenture  Trustee  shall,  in the absence of manifest  error,  be
conclusive  for all purposes,  and each holder of this Note,  by accepting  this
Note, agrees to be bound by such determination. Interest will be computed on the
basis of the actual number of days in each Interest Period and a year assumed to
consist of 360 days. Principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

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

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

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

        This  Note is one of a duly  authorized  issue of  Notes of the  Issuer,
designated as its GMACM Mortgage  Loan-Backed  Term Notes,  Series 2003-GH1 (the
"Series 2003-GH1 Notes"), all issued under the Indenture, to which Indenture and
all indentures  supplemental thereto reference is hereby made for a statement of
the respective  rights and obligations  thereunder of the Issuer,  the Indenture
Trustee and the Noteholders of the Series  2003-GH1  Notes.  The Series 2003-GH1
Notes are subject to all terms of the Indenture.

                                       2
<PAGE>

        The Series 2003-GH1 Notes are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture.

        Principal  of and  interest on this Note will be payable on each Payment
Date,  commencing  on April 25, 2003,  as described in the  Indenture.  "Payment
Date" means the  twenty-fifth  day of each month,  or, if any such date is not a
Business Day, then the next succeeding Business Day.

        The entire unpaid principal amount of this Note shall be due and payable
in full on the Payment Date in [__________]  203[__]  pursuant to the Indenture,
to the extent not previously paid on a prior Payment Date.  Notwithstanding  the
foregoing,  if an Event of Default shall have occurred and be  continuing,  then
the Indenture  Trustee or the Noteholders of Notes  representing not less than a
majority of the aggregate  Note Balance of the Notes may declare the Notes to be
immediately  due and  payable in the  manner  provided  in  Section  5.02 of the
Indenture.  All  principal  payments  on the Notes shall be made pro rata to the
Noteholders of Notes entitled thereto.

        Any  installment of interest or principal,  if any,  payable on any Note
that is  punctually  paid or duly  provided for by the Issuer on the  applicable
Payment Date shall be paid to the related  Noteholder  on the  preceding  Record
Date,  by wire  transfer to an account  specified in writing by such  Noteholder
reasonably satisfactory to the Indenture Trustee as of the preceding Record Date
or, if no such  instructions  have been delivered to the Indenture  Trustee,  by
check or money order to such Noteholder mailed to such  Noteholder's  address as
it appears in the Note Register,  the amount  required to be distributed to such
Noteholder on such Payment Date pursuant to such Noteholder's  Notes;  provided,
however,  that the Indenture Trustee shall not pay to such Noteholder any amount
required  to be  withheld  from a payment to such  Noteholder  by the Code.  Any
reduction in the principal  amount of this Note (or any one or more  predecessor
Notes)  effected by any payments  made on any Payment Date shall be binding upon
all future Noteholders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
hereon. If funds are expected to be available, as provided in the Indenture, for
payment in full of the then remaining  unpaid principal amount of this Note on a
Payment Date,  then the Indenture  Trustee,  in the name of and on behalf of the
Issuer,  will notify the Person who was the registered  Noteholder  hereof as of
the Record Date  preceding  such Payment Date by notice mailed or transmitted by
facsimile  prior to such Payment Date, and the amount then due and payable shall
be payable  only upon  presentation  and  surrender  of this Note at the address
specified in such notice of final payment.

        As provided in the  Indenture  and  subject to certain  limitations  set
forth therein,  the transfer of this Note may be registered on the Note Register
upon surrender of this Note for  registration of transfer at the Corporate Trust
Office of the Indenture  Trustee,  duly endorsed by, or accompanied by a written
instrument  of transfer  in form  satisfactory  to the  Indenture  Trustee  duly
executed by, the Noteholder hereof or such Noteholder's attorney duly authorized
in  writing,   with  such  signature   guaranteed  by  an  "eligible   guarantor
institution" meeting the requirements of the Note Registrar,  which requirements
include membership or participation in the Securities Transfer Agent's Medallion
Program  ("STAMP")  or  such  other  "signature  guarantee  program"  as  may be
determined by the Note Registrar in addition to, or in substitution  for, STAMP,
all in accordance  with the Exchange Act, and thereupon one or more new Notes in


                                       3
<PAGE>

authorized  denominations  and in the same  aggregate  principal  amount will be
issued to the designated  transferee or  transferees.  No service charge will be
charged for any  registration of transfer or exchange of this Note, but the Note
Registrar  shall  require  payment  of a sum  sufficient  to  cover  any  tax or
governmental  charge that may be imposed in connection with any  registration of
transfer or exchange of this Note.

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

        Each  Noteholder or Beneficial  Owner of a Note, by its  acceptance of a
Note or, in the case of a Beneficial Owner of a Note, a beneficial interest in a
Note,  covenants and agrees by accepting the benefits of the Indenture that such
Noteholder  or  Beneficial  Owner  will not at any time  institute  against  the
Depositor, the Seller, the Servicer, GMAC Mortgage Group, Inc. or the Issuer, or
join in any institution  against the Depositor,  the Seller, the Servicer,  GMAC
Mortgage  Group,  Inc.  or  the  Issuer  of,  any  bankruptcy,   reorganization,
arrangement,  insolvency  or  liquidation  proceedings  under any United  States
federal or state  bankruptcy or similar law in connection  with any  obligations
relating to the Notes, the Indenture or the other Basic Documents.

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

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

        The Indenture permits,  with certain  exceptions  therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Issuer and the Indenture Trustee and the rights of the Noteholders of the Series
2003-GH1  Notes under the  Indenture at any time by the Issuer and the Indenture


                                       4
<PAGE>

Trustee and the  Noteholders  of Notes  representing a majority of the aggregate
Note Balance of the Notes then  Outstanding  and with prior notice to the Rating
Agencies.  The Indenture also contains provisions  permitting the Noteholders of
Notes  representing  specified  percentages  of the Note  Balances of the Series
2003-GH1  Notes,  on behalf of the  Noteholders of all Series 2003-GH1 Notes, to
waive  compliance  by the Issuer with certain  provisions  of the  Indenture and
certain past  defaults  under the  Indenture  and their  consequences.  Any such
consent or waiver by the Noteholder of this Note (or any one of more predecessor
Notes) shall be conclusive and binding upon such  Noteholder and upon all future
Noteholders  of this  Note  and of any Note  issued  upon  the  registration  of
transfer  hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note. The Indenture also permits the
Issuer and the Indenture  Trustee to amend or waive certain terms and conditions
set forth in the  Indenture  without  the consent of  Noteholders  of the Series
2003-GH1 Notes issued thereunder but with prior notice to the Rating Agencies.

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

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

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

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

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

        Anything  herein to the  contrary  notwithstanding,  except as expressly
provided  in the  Basic  Documents,  none of  Wilmington  Trust  Company  in its
individual capacity,  Bank One, National Association in its individual capacity,
any owner of a  beneficial  interest in the Issuer,  or any of their  respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns shall be personally liable for, nor shall recourse be had to any of them
for, the payment of principal of or interest on this Note or the performance of,
or the failure to perform, any of the covenants, obligations or indemnifications
contained in the  Indenture.  The  Noteholder  of this Note,  by its  acceptance
hereof, agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture,  such Noteholder  shall have no
claim against any of the foregoing for any deficiency,  loss or claim therefrom;


                                       5
<PAGE>

provided,  however,  that  nothing  contained  herein  shall be taken to prevent
recourse to, and enforcement  against,  the assets of the Issuer for any and all
liabilities,  obligations and undertakings contained in the Indenture or in this
Note.

                            [Signature Page Follows]


<PAGE>


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


                                       6
<PAGE>



                             GMACM MORTGAGE LOAN TRUST 2003-GH1



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

Dated:  April 8, 2003

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





CERTIFICATE OF AUTHENTICATION

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



                                BANK ONE, NATIONAL ASSOCIATION,
                                not in its individual capacity but solely as
                                Indenture Trustee



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

Dated: April 8, 2003


                                       7
<PAGE>

                                   ASSIGNMENT

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


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

______________________________________________________________________________
                         (name and address of assignee)


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

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

                                                   ___________________________*/

                                                   ___________________________*/

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


                                       8
<PAGE>

                                   APPENDIX A

                                   DEFINITIONS


     Advance:  As to any  Mortgage  Loan,  any  advance  made  by the  Servicer,
pursuant to Section 4.01(d) of the Servicing Agreement.

        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.

        Amount Held for Future  Distribution:  As to any Payment Date, the total
of the  amounts  held in the  Custodial  Account at the close of business on the
preceding  Determination Date on account of (i) Liquidation Proceeds,  Insurance
Proceeds, Curtailments, Mortgage Loan purchases received or made in the month of
such Payment Date (other than such Liquidation Proceeds,  Insurance Proceeds and
purchases of Mortgage  Loans that the Servicer has deemed to have been  received
in the  preceding  month  in  accordance  with  Section  3.7  of  the  Servicing
Agreement), and Principal Prepayments in Full received or made after the related
Prepayment  Period, and (ii) payments which represent early receipt of scheduled
payments of  principal  and interest  due on a date or dates  subsequent  to the
related Due Date.

        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.

        Assignment of Proprietary Lease: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.

        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.



                                       1
<PAGE>

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

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

        Basic  Documents:  The Trust  Agreement,  the  Indenture,  the  Purchase
Agreement,  the Servicing Agreement, the Custodial Agreement, the Policy and the
other documents and certificates delivered in connection with any of the above.

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

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

        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.

        Buydown  Funds:  Any amount  contributed  by the  seller of a  Mortgaged
Property,  the Seller or other source in order to enable the Mortgagor to reduce
the payments  required to be made from the Mortgagor's  funds in the early years
of a Mortgage  Loan.  Buydown  Funds are not part of the Trust  Estate  prior to
deposit into the Custodial or Payment Account.

        Buydown  Mortgage Loan: Any Mortgage Loan as to which a specified amount
of interest is paid out of related  Buydown Funds in  accordance  with a related
buydown agreement.

        Cash  Liquidation:  As to  any  defaulted  Mortgage  Loan  other  than a
Mortgage Loan as to which an REO Acquisition  occurred,  a determination  by the
Servicer that it has received all Insurance Proceeds,  Liquidation  Proceeds and
other  payments or cash  recoveries  which the Servicer  reasonably  and in good
faith expects to be finally recoverable with respect to such Mortgage Loan.

        Certificate  Balance:  With respect to any Payment Date and the Class SB
Certificates,  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)(xvii) 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  Rate: With respect to the Class SB Certificates or REMIC II
Regular  Interest  SB and any  Payment  Date,  a rate  per  annum  equal  to the
percentage  equivalent  of a fraction,  the numerator of which is the sum of the
amounts  calculated  pursuant  to  clauses  (i)  through  (iii)  below,  and the
denominator of which is the aggregate  principal  balance of the REMIC I Regular
Interests.  For purposes of calculating  the  Certificate  Rate for the Class SB
Certificates, the numerator is equal to the sum of the following components:

               (i) the  REMIC I  Remittance  Rate for  Class LT1 REMIC I Regular
               Interest  minus the SB-IO  Marker  Rate,  applied  to a  notional
               amount  equal to the  Class  Principal  Balance  of the Class LT1
               REMIC I Regular Interest;

               (ii) the  REMIC I  Remittance  Rate  for the  Class  LT2  REMIC I
               Regular  Interest  minus  the SB-IO  Marker  Rate,  applied  to a
               notional amount equal to the Class Principal Balance of Class LT2
               REMIC I Regular Interest; and

               (iii)  the  REMIC I  Remittance  Rate for the  Class  LT4 REMIC I
               Regular Interest minus twice the SB-IO Marker Rate,  applied to a
               notional amount equal to the Class Principal Balance of Class LT4
               REMIC I Regular Interest.

     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

                                       3
<PAGE>

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:  Collectively, the Class R and the Class SB Certificates.

        Class:  With  respect  to any Note,  all Notes  that bear the same Class
designation,  (i.e., the Class A Notes as a group, the Class B Notes as a group,
the Class M-1 Notes as a group or the Class M-2 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 and the Class R-II  Certificates  as a group).  With  respect to any REMIC
Regular Interest, all Regular Interests that bear the same Class designation.

        Class A Notes:  The Class A-1 Notes,  the Class A-2 Notes, the Class A-3
Notes, the Class A-4 Notes and the Class A-5 Notes.

        Class A Principal  Distribution Amount: With respect to any Payment Date
that is prior to the Stepdown Date or on or after the Stepdown Date if a Trigger
Event is in  effect,  the  Principal  Collection  Distribution  Amount  for such
Payment Date.  With respect to any Payment Date on or after the Stepdown Date if
a Trigger Event is not in effect as of such Payment Date,  the lesser of (a) the
Principal  Collection  Distribution  Amount  for such  Payment  Date and (b) the
excess  of (i) the  aggregate  Note  Balances  of the  Class A Notes  as of such
Payment Date prior to any distributions  thereon over (ii) the lesser of (x) the
product  of (1) the  Subordination  Percentage  and (2) the Pool  Balance  after
giving effect to  distributions to be made on such Payment Date and (y) the Pool
Balance prior to giving effect to  distributions to be made on such Payment Date
less the Overcollateralization Floor.

        Class A-1 Notes The Class A-1 GMACM  Mortgage  Loan-Backed  Term  Notes,
Series  2003-GH1,  in  substantially  the form set forth in  Exhibit  A-1 to the
Indenture.

        Class A-2 Notes The Class A-2 GMACM  Mortgage  Loan-Backed  Term  Notes,
Series  2003-GH1,  in  substantially  the form set forth in  Exhibit  A-1 to the
Indenture.

        Class A-3 Notes The Class A-3 GMACM  Mortgage  Loan-Backed  Term  Notes,
Series  2003-GH1,  in  substantially  the form set forth in  Exhibit  A-1 to the
Indenture.

        Class A-4 Notes The Class A-4 GMACM  Mortgage  Loan-Backed  Term  Notes,
Series  2003-GH1,  in  substantially  the form set forth in  Exhibit  A-1 to the
Indenture.

        Class A-5 Notes The Class A-5 GMACM  Mortgage  Loan-Backed  Term  Notes,
Series  2003-GH1,  in  substantially  the form set forth in  Exhibit  A-1 to the
Indenture.
        Class B Notes: The Class B GMACM Mortgage Loan-Backed Term Notes, Series
2003-GH1, in substantially the form set forth in Exhibit A-4 to the Indenture.

        Class B Principal  Distribution Amount: With respect to any Payment Date
that is prior to the Stepdown Date or on or after the Stepdown Date if a Trigger
Event is in effect, the remaining Principal  Collection  Distribution Amount for
such Payment Date after the  distribution of the Class A Principal  Distribution
Amount, the Class M-1 Principal  Distribution Amount and the Class M-2 Principal
Distribution  Amount.  With respect to any Payment Date on or after the Stepdown
Date if a Trigger Event is not in effect as of such Payment Date,  the lesser of
(a) the remaining Principal Collection Distribution Amount for such Payment Date

                                        4


<PAGE>

after the distribution of the Class A Principal  Distribution  Amount, the Class
M-1  Principal  Distribution  Amount  and the Class M-2  Principal  Distribution
Amount  and (b) the  excess of (i) the  aggregate  Note  Balance  of the Class A
Notes, the Class M-1 Notes and the Class M-2 Notes as of such Payment Date after
any  distributions  on such Notes and (ii) the Note Balance of the Class B Notes
as of such Payment Date prior to any  distributions  thereon over (A) the lesser
of (x) the product of (1) the Subordination  Percentage and (2) the Pool Balance
after giving effect to distributions to be made on such Payment Date and (y) the
Pool Balance prior to giving effect to  distributions to be made on such Payment
Date less the Overcollateralization Floor.

        Class LT Principal Reduction Amounts:  For any Payment Date, the amounts
by which the principal balances of the Class LT1, Class LT2, Class LT3 and Class
LT4 Regular  Interests  respectively will be reduced on such Payment Date by the
allocation  of  Liquidation  Loss  Amounts and the  distribution  of  principal,
determined as follows:

For purposes of the  succeeding  formulas the  following  symbols shall have the
meanings set forth below:

        Y1     = the Class  Principal  Balance  of the Class LT1 REMIC I Regular
               Interest after the allocation of REMIC I Liquidation Loss Amounts
               and making of distributions on the prior Payment Date.

        Y2     = the Class  Principal  Balance  of the Class LT2 REMIC I Regular
               Interest after the allocation of REMIC I Liquidation Loss Amounts
               and making of distributions on the prior Payment Date.

        Y3 = the  Class  Principal  Balance  of the  Class  LT3  REMIC I Regular
Interest after the allocation of REMIC I Liquidation  Loss Amounts and making of
distributions on the prior Payment Date.

        Y4     = the Class  Principal  Balance  of the Class LT4 REMIC I Regular
               Interest after the allocation of REMIC I Liquidation Loss Amounts
               and making of distributions on the prior Payment Date (note: Y4 =
               Y3).

        ?Y1 = the Class LT1 Principal Reduction Amount.

        ?Y2 = the Class LT2 Principal Reduction Amount.

        ?Y3 = the Class LT3 Principal Reduction Amount.

        ?Y4 = the Class LT4 Principal Reduction Amount.

        P0     = the aggregate  principal  balance of the Class LT1,  Class LT2,
               Class  LT3  and  Class  LT4  REMIC  I  Regular   Interests  after
               distributions  and the allocation of Liquidation  Loss Amounts on
               the prior Payment Date.

                                       5
<PAGE>

            =  the  aggregate  principal  balance of the  Mortgage  Loans  after
               giving effect to principal  payments  distributed and Liquidation
               Loss Amounts allocated on the prior Payment Date.

        P1     = the aggregate  principal  balance of the Class LT1,  Class LT2,
               Class  LT3  and  Class  LT4  REMIC  I  Regular   Interests  after
               distributions  and the allocation of Liquidation  Loss Amounts to
               be made on such Payment Date.

            =  the  aggregate  principal  balance of the  Mortgage  Loans  after
               giving effect to principal  payments  distributed and Liquidation
               Loss Amounts allocated on such Payment Date.

        ?P     = P0 - P1 = the aggregate of the Class LT1,  Class LT2, Class LT3
               and Class LT4 Principal Reduction Amounts.

              =the sum of (I) the aggregate of the Liquidation  Loss Amounts for
               such Payment Date and allocated to principal by the definition of
               REMIC I Liquidation Loss Amounts,  (II) the Principal Collections
               for such Payment Date and (III) the principal  portion of amounts
               advanced for such Payment Date.

        R0     = the Weighted  Average Net Loan Rate (stated as a monthly  rate)
               after giving effect to amounts  distributed and Liquidation  Loss
               Amounts allocated on the prior Payment Date.

        R1     = the Weighted  Average Net Loan Rate (stated as a monthly  rate)
               after giving effect to amounts to be distributed  and Liquidation
               Loss Amounts to be allocated on such Payment Date.

          (alpha)= (Y2 + Y3)/P0.  The  initial  value of (alpha) on the  Closing
               Date for use on the first Payment Date shall be 0.0001.

        (gamma)0 = the  lesser  of (I) the  interest  accruing  on the  Notes in
               respect  of the  Interest  Period  related to such  Payment  Date
               (without  reduction by the interest  portion of Liquidation  Loss
               Amounts,  Prepayment Interest Shortfalls or Relief Act Shortfalls
               allocated  to such Notes,  but limited to interest  accruing at a
               rate not in excess of the Weighted Average Net Loan Rate) or (II)
               R0*P0.

        (gamma)1 = the lesser of (I) the interest  accruing on the Class I Notes
               in respect of the Interest  Period related to the next succeeding
               Payment  Date  (without  reduction  by the  interest  portion  of
               Liquidation  Loss  Amounts,  Prepayment  Interest  Shortfalls  or
               Relief Act  Shortfalls  allocated to such Notes),  but limited to
               interest accruing at a rate not in excess of the Weighted Average
               Net Loan Rate or (II) R1*P1.

Then, based on the foregoing definitions:

        ?Y1 =  ?P - ?Y2 - ?Y3 - ?Y4;

                                       6
<PAGE>

        ?Y2 =  ((alpha)/2){((gamma) 0R1 - (gamma)1R0)/R0R1};

        ?Y3 =  (alpha)?P - ?Y2; and

        ?Y4 =  ?Y3

          if   both ?Y2 and ?Y3, as so  determined,  are  non-negative  numbers.
               Otherwise:

        (1) If ?Y2, as so determined, is negative, then

        ?Y2 = 0;

        ?Y3 = a{?1R0P0 - ?0R1P1}/{?1R0};

        ?Y4 = ?Y3; and

        ?Y1 = ?P - ?Y2 - ?Y3 - ?Y4

        (2) If ?Y3, as so determined, is negative, then

        ?Y3 = 0;

        ?Y2 = a{?1R0P0 - ?0R1P1}/{2R1R0P1 -  ?1R0};

        ?Y4 = ?Y3; and

        ?Y1 = ?P - ?Y2 - ?Y3 - ?Y4

        Class LT1  Principal  Distribution  Amount:  For any Payment  Date,  the
excess,  if any, of the Class LT1  Principal  Reduction  Amount for such Payment
Date over the  principal  Liquidation  Loss  Amounts  allocated to the Class LT1
REMIC I Regular Interest on such Payment Date.

        Class LT2  Principal  Distribution  Amount:  For any Payment  Date,  the
excess,  if any, of the Class LT2  Principal  Reduction  Amount for such Payment
Date over the  principal  Liquidation  Loss  Amounts  allocated to the Class LT2
REMIC I Regular Interest on such Payment Date.

        Class LT3  Principal  Distribution  Amount:  For any Payment  Date,  the
excess,  if any, of the Class LT3  Principal  Reduction  Amount for such Payment
Date over the  principal  Liquidation  Loss  Amounts  allocated to the Class LT3
REMIC I Regular Interest on such Payment Date.

        Class LT4  Principal  Distribution  Amount:  For any Payment  Date,  the
excess,  if any, of the Class LT4  Principal  Reduction  Amount for such Payment
Date over the  principal  Liquidation  Loss  Amounts  allocated to the Class LT4
REMIC I Regular Interest on such Payment Date.

     Class M Notes: Collectively, the Class M-1 Notes and the Class M-2 Notes.

        Class M-1 Notes:  The Class M-1 GMACM Mortgage  Loan-Backed  Term Notes,
Series  2003-GH1,  in  substantially  the form set forth in  Exhibit  A-2 to the
Indenture.

                                       7
<PAGE>

        Class M-1  Principal  Distribution  Amount:  With respect to any Payment
Date that is prior to the Stepdown  Date or on or after the  Stepdown  Date if a
Trigger Event is in effect,  the  remaining  Principal  Collection  Distribution
Amount for such  Payment  Date after the  distribution  of the Class A Principal
Distribution  Amount.  With respect to any Payment Date on or after the Stepdown
Date if a Trigger Event is not in effect as of such Payment Date,  the lesser of
(a) the remaining Principal Collection Distribution Amount for such Payment Date
after the distribution of the Class A Principal  Distribution Amount and (b) the
excess of (i) the aggregate Note Balance of the Class A Notes as of such Payment
Date  after any  distributions  on such  Notes and (ii) the Note  Balance of the
Class M-1 Notes as of such Payment Date prior to any distributions  thereon over
(A) the lesser of (x) the product of (1) the  Subordination  Percentage  and (2)
the Pool Balance after giving effect to distributions to be made on such Payment
Date and (y) the Pool Balance prior to giving effect to distributions to be made
on such Payment Date less the Overcollateralization Floor.

        Class M-2 Notes:  The Class M-2 GMACM Mortgage  Loan-Backed  Term Notes,
Series  2003-GH1,  in  substantially  the form set forth in  Exhibit  A-3 to the
Indenture.

        Class M-2  Principal  Distribution  Amount:  With respect to any Payment
Date that is prior to the Stepdown  Date or on or after the  Stepdown  Date if a
Trigger Event is in effect,  the  remaining  Principal  Collection  Distribution
Amount for such  Payment  Date after the  distribution  of the Class A Principal
Distribution  Amount  and the  Class M-1  Principal  Distribution  Amount.  With
respect to any Payment Date on or after the Stepdown  Date if a Trigger Event is
not in effect as of such Payment Date, the lesser of (a) the remaining Principal
Collection  Distribution  Amount for such Payment Date after the distribution of
the  Class  A  Principal   Distribution  Amount  and  the  Class  M-1  Principal
Distribution  Amount and (b) the excess of (i) the aggregate Note Balance of the
Class A Notes  and the  Class  M-1  Notes  as of such  Payment  Date  after  any
distributions  on such Notes and (ii) the Note Balance of the Class M-2 Notes as
of such Payment Date prior to any  distributions  thereon over (A) the lesser of
(x) the product of (1) the  Subordination  Percentage  and (2) the Pool  Balance
after giving effect to distributions to be made on such Payment Date and (y) the
Pool Balance prior to giving effect to  distributions to be made on such Payment
Date less the Overcollateralization Floor.

        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 the  definition  of  REMIC  I
Liquidation Loss Amounts 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  Notes,  the  Initial  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  and the Class  R-II
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.

                                       8
<PAGE>

        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)(vii)  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: April 8, 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.

        Commission:  The Securities and Exchange Commission.

        Cooperative:  A private,  cooperative  housing corporation which owns or
leases land and all or part of a building or  buildings,  including  apartments,
spaces used for commercial  purposes and common areas therein and whose board of
directors authorizes, among other things, the sale of Cooperative Stock.

        Cooperative  Apartment:  A dwelling  unit in a  multi-dwelling  building
owned or leased by a  Cooperative,  which unit the  Mortgagor  has an  exclusive
right to  occupy  pursuant  to the  terms of a  proprietary  lease or  occupancy
agreement.

        Cooperative  Lease:  With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative  Apartment occupied
by the Mortgagor and relating to the related  Cooperative  Stock, which lease or
agreement  confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.

        Cooperative  Loans:  Any of the  Mortgage  Loans  made in  respect  of a
Cooperative  Apartment,  evidenced  by a  Mortgage  Note  and  secured  by (i) a
Security  Agreement,  (ii) the related  Cooperative Stock Certificate,  (iii) an
assignment of the Cooperative  Lease, (iv) financing  statements and (v) a stock
power (or other  similar  instrument),  and  ancillary  thereto,  a  recognition
agreement  between the Cooperative  and the originator of the Cooperative  Loan,
each of which was transferred and assigned to the Indenture  Trustee pursuant to
the Indenture and are from time to time held as part of the Trust Estate.

        Cooperative  Stock:  With  respect  to a  Cooperative  Loan,  the single
outstanding Class of stock,  partnership  interest or other ownership instrument
in the related Cooperative.

        Cooperative Stock  Certificate:  With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.

        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

                                       9
<PAGE>

any particular  time its corporate trust business shall be  administered,  which
office at the date of the execution of this  instrument is located at 1 Bank One
Plaza, Suite IL1-0481,  Chicago, Illinois 60670-0481,  with offices also located
at 55 Water Street,  1st Floor, New York, New York 10041,  Attention:  Corporate
Trust-GMACM  Series 2003-GH1.  With respect to the Owner Trustee,  the principal
corporate  trust office of the Owner Trustee at which at any particular time its
corporate trust business shall be administered,  which office at the date of the
execution of this Trust Agreement is located at Rodney Square North,  1100 North
Market  Street,   Wilmington,   Delaware  19890,   Attention:   Corporate  Trust
Administration.

        Credit Enhancer:  MBIA Insurance Corporation and any successor thereto.

     Credit Enhancer Default: The existence and continuation of a failure by the
Credit  Enhancer to make a payment  required under the Policy in accordance with
its terms.

     Credit Enhancer  Insurance  Payments:  Payments made by the Credit Enhancer
with respect to the Class A-5 Notes under the Policy.

        Cumulative  Insurance  Payments:  As of any time of  determination,  the
aggregate  of all Credit  Enhancer  Insurance  Payments  previously  made by the
Credit Enhancer under the Policy minus the aggregate of all payments  previously
made to Credit  Enhancer  pursuant to Section  3.05(a)(xix)  of the Indenture or
otherwise as reimbursement for Credit Enhancer Insurance Payments.

        Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.

        Custodial Account: The account or accounts created and maintained by the
Servicer  pursuant  to Section  3.07 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 the Servicer.

        Cut-Off Date:  March 1, 2003.

        Cut-Off Date Principal  Balance:  With respect to any Mortgage Loan, the
unpaid  principal  balance  thereof as of the close of  business  on the Cut-Off
Date, net of amounts due on such Mortgage Loan on or prior to the Cut-Off Date.

        Debt Service  Reduction:  With respect to any Mortgage Loan, a reduction
in the  scheduled  payment  for  such  Mortgage  Loan  by a court  of  competent
jurisdiction in a proceeding under the Bankruptcy Code,  except such a reduction
constituting a Deficient  Valuation or any reduction that results in a permanent
forgiveness of principal.

                                       10
<PAGE>

        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 the Class A-5 Notes and any Payment
Date, an amount equal to (a) any  shortfall in amounts  available to pay accrued
interest  on the Class A-5 Notes,  except  (i)  Prepayment  Interest  Shortfalls
allocated  to the Class A-5 Notes (ii) Relief Act  Shortfalls  allocated  to the
Class A-5 Notes,  (iii) any  shortfall in amounts  available to pay any Interest
Carry  Forward  Amount  due on the Class A-5  Notes  and (iv) any  shortfall  in
amounts  available to pay interest on any Liquidation  Loss Amount  allocated to
the Class A-5 Notes;  (b) the principal  portion of any Liquidation  Loss Amount
allocated  to the Class A-5  Notes;  and (c) the Note  Balance  of the Class A-5
Notes to the extent unpaid on the Final Payment Date,  after taking into account
all distributions to be made on such date.

        Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent  jurisdiction of the related Mortgaged  Property in an amount
less than the then  outstanding  indebtedness  under such Mortgage  Loan, or any
reduction in the amount of principal to be paid in connection with any scheduled
payment that constitutes a permanent  forgiveness of principal,  which valuation
or reduction results from a proceeding under the Bankruptcy Code.

        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.

        Delinquency  Ratio:  With respect to any Payment  Date,  the  percentage
equivalent of a fraction (a) the numerator of which equals the aggregate  Stated
Principal  Balance of all Mortgage Loans that are 60 or more days  delinquent as
of the last day of the related Due Period (including  Mortgage Loans that are in
foreclosure or bankruptcy and REO  Properties)  and (b) the denominator of which
is the aggregate Stated  Principal  Balance of the Mortgage Loans as of the last
day of the related Due Period.

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

        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.

                                       11
<PAGE>

        Determination  Date:  With respect to any Payment Date,  the 20th 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 any Payment Date and any Mortgage  Loan,  the
day during the related Due Period on which the Monthly Payment is due.

        Due Period:  With respect to any Payment Date and any Mortgage Loan, the
period  commencing  on the second  day of the month  prior to the month in which
such  Payment Date occurs and ending on the first day of the month in which such
Payment Date occurs.

        Eligible  Account:  An  account  that  is  any  of  the  following:  (i)
maintained  with a depository  institution  the 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
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


                                       12
<PAGE>

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
(determined without regard to the Policy in the case of the Class A-5 Notes)).

        Eligible  Substitute Loan: A Mortgage Loan substituted by the Seller for
a Deleted Loan, which must, on the date of such substitution, as confirmed in an
Officer's   Certificate   delivered  to  the  Indenture  Trustee,  (i)  have  an
outstanding  principal balance,  after deduction of the principal portion of the
monthly  payment  due  in the  month  of  substitution  (or  in  the  case  of a
substitution  of more than one 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 the  Seller  in the  Custodial  Account  in  the  month  of
substitution);  (ii) comply with each  representation  and warranty set forth in
Section 3.1(b) of the Purchase  Agreement,  other than clauses  (viii),  (xiii),
(xiv),  (xix),  (xxii),  (xxiii),  (xxiv),  (xxv) and (xxxii), 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 an
LTV Ratio at the time of substitution no higher than that of the Deleted Loan at
the time of  substitution;  (v) have a  remaining  term to stated  maturity  not
greater  than (and not more than one year less than) that of the  Deleted  Loan;
and (vi) not be 30 days or more delinquent.

        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):

(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,  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


                                       13
<PAGE>

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  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.

        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, a  federally  chartered  and  privately  owned
corporation   organized  and  existing  under  the  Federal  National   Mortgage
Association Charter Act, or any successor thereto.

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

      FHA:   The Federal Housing Administration and any successor thereto.

        Final Payment Date:  The Payment Date in July 2034.

     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  Stated  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.

                                       14
<PAGE>

        Freddie  Mac:  Freddie  Mac, a corporate  instrumentality  of the United
States created and existing under Title III of the Emergency Home Finance Act of
1970, as amended, or any successor thereto.

        GAAP: Generally accepted accounting principles.

     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.

        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.

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

     Indenture:  The indenture  dated as of April 8, 2003 between the Issuer and
the Indenture Trustee.

        Indenture Trustee:  Bank One, National  Association,  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


                                       15
<PAGE>

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:  $336,102,000.
        ------------------------------

        Initial Class A-1 Note Balance:  $ 103,381,000.
        ------------------------------

        Initial Class A-2 Note Balance:  $11,125,000.
        ------------------------------

        Initial Class A-3 Note Balance:  $111,968,000.
        ------------------------------

        Initial Class A-4 Note Balance:  $15,324,000.
        ------------------------------

        Initial Class A-5 Note Balance:  $68,880,000.
        ------------------------------

        Initial Class B Note Balance:  $7,627,000.

        Initial Class M-1 Note Balance:  $ 9,322,000.

        Initial Class M-2 Note Balance:  $8,475,000.

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

        Insurance  Premium:  With respect to the Policy and any Payment Date, an
amount equal to the product of  one-twelfth  (1/12) of the "premium  percentage"
set forth in the  Commitment  Letter,  dated as of April 7,  2003,  between  the
Credit  Enhancer and Bear,  Stearns & Co. Inc. and the Note Balance of the Class
A-5 Notes immediately prior to such Payment Date.

        Insurance  Proceeds:  Proceeds  paid in  respect of the  Mortgage  Loans
pursuant to any Primary  Insurance Policy or any other related  insurance policy
covering a Mortgage Loan (excluding the Policy), to the extent such proceeds are
payable to the mortgagee under the Mortgage,  any  Subservicer,  the Servicer or

                                       16
<PAGE>

the  Indenture  Trustee  and are not applied to the  restoration  of the related
Mortgaged  Property  (or,  with  respect  to a  Cooperative  Loan,  the  related
Cooperative  Apartment)  or released to the  Mortgagor  in  accordance  with the
procedures  that the Servicer would follow in servicing  mortgage loans held for
its own account.

     Insured Payment:  (1) As of any Payment Date, any Deficiency Amount and (2)
any Preference Amount.

     Interest  Carry  Forward  Amount:  With respect to any Payment Date and any
Class of
Notes other than the Class A-1 and Class B Notes the sum of:

        (1) if on that  payment  date the Note Rate on any such Class is limited
to the Net WAC Cap,  the excess of (a) the amount of  interest  such Class would
have been entitled to receive  without regard to the Net WAC Cap on such Payment
Date, over (b) the amount of interest that such Class was entitled to receive on
such Payment Date because the applicable Note Rate was calculated at the Net WAC
Cap; and

        (2) the Interest Carry Forward Amount for all previous Payment Dates for
such Class not previously  paid,  together with interest thereon at a rate equal
to the Note Rate for that payment date.

     With respect to any Payment  Date and the Class A-1 Notes,  the sum of: (1)
the excess of:

o              if on that  Payment Date the Note Rate for the Class A-1 Notes is
               limited to the Net WAC Cap, the amount of interest that Class A-1
               Notes would have been  entitled to receive on that  Payment  Date
               had the applicable  Note Rate been calculated as a per annum rate
               equal to the  lesser of (a)  One-Month  LIBOR  plus 0.15% and (b)
               12.00%, over

o              the amount of  interest  that Class A-1 Notes  were  entitled  to
               receive on that Payment Date because the applicable Note Rate was
               calculated at the Net WAC Cap; and

        (2) the Interest  Carry  Forward  Amount for the Class A-1 Notes for all
previous Payment Dates not previously paid,  together with interest thereon at a
rate equal to the applicable Note Rate for that Payment Date.

     With  respect to any  Payment  Date and the Class B Notes , the sum of: (1)
the excess of:

o              if on that  Payment  Date the Note  Rate for the Class B Notes is
               limited to the Net WAC Cap,  the amount of interest  that Class B
               Notes would have been  entitled to receive on that  Payment  Date
               had the applicable  Note Rate been calculated as a per annum rate
               equal to the lesser of (a) One-Month  LIBOR plus 3.25% plus, with
               respect to each  Payment  Date  occurring  on or after the second
               Payment Date  following  the first  possible  Optional Call Date,
               1.625% and (b) 15.00%, over

o              the  amount of  interest  that  Class B Notes  were  entitled  to
               receive on that Payment Date because the applicable Note Rate was
               calculated at the Net WAC Cap; and

        (2) the  Interest  Carry  Forward  Amount  for the Class B Notes for all
previous Payment Dates not previously paid,  together with interest thereon at a
rate equal to the applicable Note Rate for that Payment Date.

                                       17
<PAGE>

        Interest  Collections:  With respect to any Payment Date, the sum of (i)
the portion of all scheduled  Monthly  Payments on the Mortgage Loans due on the
related  Due Dates and  received  and  applied  to  interest  on or prior to the
related  Determination Date and any Advances in respect of interest, as reported
by the  Servicer or the related  Subservicer,  minus the  Servicing  Fee for the
related Due Period, (ii) the portion of all Net Liquidation Proceeds,  Insurance
Proceeds and condemnation  awards allocable to interest pursuant to the terms of
the Mortgage  Notes,  reduced by the  Servicing  Fee,  that were received by the
Servicer during the prior calendar month,  (iii) interest paid with respect to a
Mortgagor  Prepayment In Full that is received during the portion of the related
Prepayment  Period that occurs during the prior calendar  month,  reduced by the
related Servicing Fee, and (iv) the interest portion of the Repurchase Price for
any Deleted  Loans  received by the Servicer  during the prior  calendar  month,
reduced by the related  Servicing  Fee. 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  Period:  With  respect to any  Payment  Date and each Class of
Notes,  other than the Class A-1 and Class B Notes, the calendar month preceding
that Payment Date.  With respect to any Payment Date and the Class A-1 and Class
B Notes, other than the first Payment Date, the period commencing on the Payment
Date in the month  immediately  preceding  the month in which such  Payment Date
occurs and ending on the day preceding such Payment Date, and in the case of the
first Payment Date, the period  commencing on the Closing Date and ending on the
day preceding the first Payment Date.

        Issuer or Trust:  The GMACM  Mortgage  Loan Trust  2003-GH1,  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.

     Land Loans:  Mortgage  Loans  secured  solely by first liens on  unimproved
land.

        Late  Collections:  With  respect  to any  Mortgage  Loan,  all  amounts
received during any Due Period,  whether as late payments of Monthly Payments or
as Insurance Proceeds,  Liquidation Proceeds or otherwise,  which represent late
payments or  collections  of Monthly  Payments due but delinquent for a previous
Due Period and not previously recovered.

        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

                                       18
<PAGE>

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
prior  calendar  month 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  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 prior  calendar
month, the unrecovered  portion of the Stated Principal Balance of such Mortgage
Loan and any unpaid accrued  interest  thereon at the end of such prior calendar
month, after giving effect to the Net Liquidation  Proceeds applied in reduction
of such Stated 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 Liquidation Loss Distribution 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 Class A-5 Notes but  shall  instead  be  distributed  to the
Credit Enhancer to the extent that it was paid by means of a draw on the Policy.

        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.

        Loan-to-Value  Ratio  or  LTV  Ratio:  As of  any  date,  the  fraction,
expressed  as a  percentage,  the  numerator  of which is the current  principal
balance  of the  related  Mortgage  Loan at the  date of  determination  and the
denominator of which is the Appraised Value of the related Mortgaged Property.

        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 Seller  certifying  that the original  Mortgage
Note has been lost,  misplaced or destroyed (together with a copy of the related
Mortgage Note, if available).

                                       19
<PAGE>

     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.

        Missing  Documents:  Any documents  required to be delivered pursuant to
Section  2.1(e) of the Purchase  Agreement that are not included in the Mortgage
File and that are identified on Exhibit 2 of the Purchase Agreement.

        Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.

        Modified Net Loan Rate: As to any Mortgage Loan that is the subject of a
Servicing Modification,  the Net Loan Rate minus the rate per annum by which the
Mortgage Rate on such Mortgage Loan was reduced.

        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 amortization  schedule at the time applicable thereto (after
adjustment,  if any,  for any  partial  Principal  Prepayments  thereon  and for
Deficient  Valuations occurring prior to such Due Date but before any adjustment
to  such  amortization  schedule  by  reason  of any  bankruptcy,  other  than a
Deficient  Valuation,  or similar proceeding or any moratorium or similar waiver
or grace period).

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

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

     Mortgage  File:  (I) with  respect  to each  Mortgage  Loan  (other  than a
Cooperative Loan):

        (i) The original  Mortgage Note,  endorsed without recourse in blank, or
in the name of the  Trustee  as  trustee,  and signed by an  authorized  officer
(which  endorsement  shall contain  either an original  signature or a facsimile
signature of an authorized officer of GMACM or GMACM Bank, and if in the form of
an  allonge,  the  allonge  shall be stapled  to the  Mortgage  Note),  with all
intervening  endorsements  showing a complete chain of title from the originator
to GMACM or GMACM Bank.  If the Mortgage  Loan was acquired by the endorser in a
merger,  the endorsement must be by "____________,  successor by merger to [name
of  predecessor]".  If the  Mortgage  Loan was  acquired  or  originated  by the
endorser while doing business  under another name,  the  endorsement  must be by
"____________ formerly known as [previous name]";

                                       20
<PAGE>

        (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  indicated  thereon or a copy of the Mortgage
certified  by the  public  recording  office  in which  such  Mortgage  has been
recorded;

        (iii) The  original of any  guarantee  executed in  connection  with the
Mortgage Note, if applicable;

        (iv) Any rider or the original of any modification agreement executed in
connection  with  the  related  Mortgage  Note or  Mortgage,  with  evidence  of
recording if required by applicable law;

        (v) Unless the Mortgage  Loan is registered  on the MERS(R)  System,  an
original  Assignment or Assignments of the Mortgage  (which may be included in a
blanket  assignment  or  assignments)  from  GMACM or GMACM  Bank to "Bank  One,
National Association, as Indenture Trustee under that certain Indenture dated as
of April 8, 2003, for GMACM Mortgage Loan-Backed Notes, Series 2003-GH1" c/o the
Servicer at an address  specified by the  Servicer,  and signed by an authorized
officer,  which  assignment  shall  be in  form  and  substance  acceptable  for
recording.  If the Mortgage  Loan was acquired by the assignor in a merger,  the
assignment  must be by  "_________________,  successor  by  merger  to  [name of
predecessor]".  If the Mortgage  Loan was acquired or originated by the assignor
while  doing  business   under  another  name,   the   assignment   must  be  by
"______________ formerly known as [previous name]";

        (vi)  Originals  of  all  intervening  assignments  of  mortgage,  which
together with the Mortgage  shows a complete  chain of title from the originator
to GMACM or GMACM Bank if the Assignment to the Indenture Trustee refereed to in
clause  (v)  above  is from  GMACM  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 a copy of the  assignment  certified by the
applicable recording office in which such assignment has been recorded;

        (vii) The original mortgagee policy of title insurance, including riders
and  endorsements  thereto,  or if the  policy  has not yet been  issued,  (i) a
written  commitment or interim binder for title issued by the title insurance or
escrow  company  dated as of the  date the  Mortgage  Loan  was  funded,  with a
statement by the title insurance  company or closing  attorney that the priority
of the lien of the related  Mortgage  during the period  between the date of the
funding of the related  Mortgage  Loan and the date of the related  title policy
(which  title  policy  shall  be  dated  the date of  recording  of the  related
Mortgage)  is insured,  or (ii) a  preliminary  title  report  issued by a title
insurer in  anticipation  of issuing a title  insurance  policy which  evidences
existing  liens  and  gives  a  preliminary  opinion  as to the  absence  of any
encumbrance on title to the Mortgaged Property, except liens to be removed on or
before  purchase  by the  Mortgagor  or which  constitute  customary  exceptions
acceptable to lenders generally; or other evidence of title insurance acceptable
to Fannie Mae or Freddie Mac, in accordance with the Fannie Mae  Seller/Servicer
Guide or Freddie Mac Seller/Servicer Guide, respectively;

                                       21
<PAGE>

        (viii) A certified  true copy of any power of attorney,  if  applicable;
and

        (ix)  Originals  of any  security  agreement,  chattel  mortgage  or the
equivalent executed in connection with the Mortgage, if any.

        and (II) with respect to each Cooperative Loan:

        (i) The original  Mortgage Note,  endorsed without recourse to the order
of the Trustee and showing an unbroken chain of endorsements from the originator
thereof to GMACM;

        (ii) A  counterpart  of the  Cooperative  Lease  and the  Assignment  of
Proprietary  Lease to the originator of the  Cooperative  Loan with  intervening
assignments  showing  an  unbroken  chain of title from such  originator  to the
Trustee;

        (iii)  The  related  Cooperative  Stock  Certificate,  representing  the
related  Cooperative  Stock  pledged  with  respect  to such  Cooperative  Loan,
together with an undated stock power (or other similar  instrument)  executed in
blank;

        (iv)  The  original  recognition  agreement  by the  Cooperative  of the
interests of the mortgagee with respect to the related Cooperative Loan;

        (v) The Security Agreement;

        (vi)  Copies  of  the  original  UCC   financing   statement,   and  any
continuation  statements,  filed by the originator of such  Cooperative  Loan as
secured party, each with evidence of recording thereof,  evidencing the interest
of the originator under the Security Agreement and the Assignment of Proprietary
Lease;

        (vii) Copies of the filed UCC  assignments or amendments of the security
interest referenced in clause (vi) above showing an unbroken chain of title from
the  originator  to the  Trustee,  each  with  evidence  of  recording  thereof,
evidencing the interest of the originator  under the Security  Agreement and the
Assignment of Proprietary Lease;

        (viii) An executed  assignment of the interest of the  originator in the
Security  Agreement,   Assignment  of  Proprietary  Lease  and  the  recognition
agreement  referenced in clause (iv) above,  showing an unbroken  chain of title
from the originator to the Trustee;

        (ix)  The  original  of  each  modification,   assumption  agreement  or
preferred loan agreement, if any, relating to such Cooperative Loan; and

        (x) A duly  completed UCC financing  statement  showing GMACM as debtor,
the Company as secured  party and the Trustee as assignee  and a duly  completed
UCC financing statement showing the Company as debtor and the Trustee as secured
party,  each in a form  sufficient  for filing,  evidencing the interest of such
debtors in the Cooperative Loans.

        It is understood  that the Mortgage File (other than the Mortgage  Note)
may be retained in microfilm,  microfiche,  optical storage or magnetic media in


                                       22
<PAGE>

lieu of hard  copy;  provided,  that  with  respect  to any  Mortgage  Loan  not
registered on the MERS(R) System,  the original  Assignments  required by (I)(v)
above shall be retained in the Mortgage File.

        Mortgage  Loans:  At any time, all Mortgage Loans that have been sold to
the Issuer pursuant to the Trust  Agreement,  together with all monies due or to
become due thereunder or the Related  Documents,  and that remain subject to the
terms thereof.

        Mortgage Loan Schedule: The initial schedule of Mortgage Loans as of the
Cut-Off Date set forth in Exhibit A of the Servicing  Agreement,  which schedule
sets forth as to each Mortgage Loan the (i) Cut-Off Date Principal Balance, (ii)
loan number,  (iii) original term to maturity of the related Mortgage Note, (iv)
date of the related  Mortgage  Note,  (v) maturity date of the related  Mortgage
Note,  (vi) Appraised  Value of the related  Mortgaged  Property,  (vii) the LTV
Ratio, (viii) debt-to-income ratio of the related Mortgagor,  and (ix) number of
residential units on the related Mortgaged Property.

        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 WAC Cap: With respect to any Payment Date, a per annum rate equal to
the weighted average of the Net Loan Rates of the Mortgage Loans as of the first
day of the  related  Due  Period  based on the Stated  Principal  Balance of the
Mortgage Loans as of the last day of the preceding calendar month.

        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 Stated  Principal  Balance of, plus
accrued and unpaid  interest on, such  Mortgage  Loan at the end of the calendar
month 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 Due Period, net of the Servicing Fee Rate for such Mortgage Loan on such
Payment Date.

        Nonrecoverable  Advance:  Any Advance  previously made or proposed to be
made by the Servicer in respect of a Mortgage  Loan (other than a Deleted  Loan)
which, in the good faith judgment of the Servicer,  will not, or, in the case of
a proposed  Advance,  would not, be ultimately  recoverable by the Servicer from
related Late Collections,  Insurance Proceeds,  Liquidation Proceeds or property
relating to REO Property.  The  determination by the Servicer that it has made a
Nonrecoverable   Advance  or  that  any  proposed  Advance  would  constitute  a
Nonrecoverable Advance, shall be evidenced by an Officers' Certificate delivered
to the Company and the Trustee promptly following such determination.

                                       23
<PAGE>

        Nonsubserviced  Mortgage  Loan:  Any Mortgage  Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.

        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,
the Initial Note Balance  thereof  reduced by all payments of principal  thereon
prior to such Payment Date;  provided,  however,  that solely for the purpose of
determining the Credit Enhancer's rights as subrogee, the Note Balance any Class
A-5 Note shall be deemed to not be reduced by any principal  amounts paid to the
Holder thereof from Credit Enhancer Insurance Payments, unless such amounts have
been reimbursed to the Credit Enhancer  pursuant to Section  3.05(a)(xix) of the
Indenture.

        Noteholder:  The Person in whose name a Note is  registered  in the Note
Register  and,  in respect of the Class A-5 Notes,  the Credit  Enhancer  to the
extent of Cumulative Insurance Payments, 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.

        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 Payment  Account Deposit Date: As to any Payment Date, the Business
Day prior thereto.

        Note Rate:  With respect to each Interest Period and the related Payment
Date, a per annum rate equal to with respect to:

        (a) the Class A-1 Notes, the least of:

o       One-Month LIBOR plus 0.15%;

o       the Net WAC Cap; and

o       12.00%;

                                       24
<PAGE>

     (b) for the Class A-2  Notes,  the  lesser of (a) 2.75% and (b) the Net WAC
Cap;

        (c) the Class  A-3  Notes,  the  lesser of (a) 3.37% and (b) the Net WAC
Cap;

        (d) the Class  A-4  Notes,  the  lesser of (a) 4.59% and (b) the Net WAC
Cap;

        (e) the Class A-5 Notes,  the lesser of (a) 5.60% plus,  with respect to
each Payment Date  occurring on or after the second  Payment Date  following the
first Optional Call Date, 0.50% and (b) the Net WAC Cap;

        (f) the Class M-1 Notes,  the lesser of (a) 5.75% plus,  with respect to
each Payment Date  occurring on or after the second  Payment Date  following the
first Optional Call Date, 0.50% and (b) the Net WAC Cap;

        (g) the Class M-2 Notes,  the lesser of (a) 5.50% plus,  with respect to
each Payment Date  occurring on or after the second  Payment Date  following the
first Optional Call Date, 0.50% and (b) the NET WAC Cap; and

        (h) for the Class B Notes, , the least of:

o                 One-Month  LIBOR plus 3.25% plus, with respect to each Payment
                  Date  occurring on or after the second  Payment Date following
                  the first Optional Call Date, 1.625%;

o       the Net WAC Cap; and

o       15.00%.

     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.

     Notes:  Any one of the Class A, the Class B or the Class M Notes issued and
outstanding at any time pursuant to the Indenture.

        Notional  Amount:  With  respect  to the Class SB  Certificates  and any
Payment Date, the aggregate of the Class  Principal  Balances for all Classes of
REMIC I 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.

                                       25
<PAGE>

        One-Month LIBOR: As to any Interest Period for the Class A-1 and Class B
Notes,  (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,  LIBOR  will be the  Reference  Bank Rate
determined by the Indenture  Trustee.  If no such rate appears and the Indenture
Trustee  is unable to  determine  a  Reference  Bank  Rate,  LIBOR will be LIBOR
applicable to the preceding Interest Period.

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

        Optional  Call Date:  Any Payment Date on which the Pool Balance is less
than 10% of the initial Pool Balance.

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

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

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

provided, however, that for purposes of effectuating the Credit Enhancer's right
of  subrogation  as set forth in Section 12.03 of the Indenture  only, all Class
A-5 Notes that have been paid with  funds  provided  under the  Policy  shall be
deemed to be  Outstanding  until the Credit  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,  exceeds
(b) the aggregate  Note Balance of the Notes on such Payment Date (in each case,
after application of the Principal  Collections and Liquidation Loss Amounts 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  Floor:  An amount equal to 0.50% of the initial Pool
Balance.

        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)(i)  through(vi) of
the    Indenture    and   (ii)   the   amount    necessary   to   increase   the
Overcollateralization Amount to the Required Overcollateralization Amount.

                                       26
<PAGE>

        Overcollateralization  Release  Amount:  With  respect  to any  date  of
determination,  the excess, if any, of the Overcollateralization Amount over the
Required Overcollateralization Amount.

        Owner  Trust:  GMACM  Mortgage  Loan  Trust  2003-GH1,  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.

        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.

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


                                       27
<PAGE>

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 rated by each
Rating Agency in one of its two highest  long-term rating  categories  available
including any fund advised by the Indenture Trustee or an Affiliate thereof;

        (vi) other  obligations or securities that are acceptable to each Rating
Agency as a Permitted  Investment  hereunder  and will not cause a Rating  Event
(determined  without  regard to the Policy in the case of the Class A-5  Notes);
provided, that if the Servicer or any other Person controlled by the Servicer is
the issuer or the obligor of any obligation or security described in this clause
(vi),  such  obligation  or security must have an interest rate or yield that is
fixed or is variable  based on an  objective  index that is not  affected by the
rate or amount of losses on the Mortgage Loans; and

        (vii)  GMAC   Variable   Denomination   Adjustable   Rate  Demand  Notes
constituting  unsecured,  senior debt  obligations of General Motors  Acceptance
Corporation  as  outlined  in the  prospectus  dated June 17, 1998 rated by each
Rating Agency in its highest short-term rating category available;

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
plans and bank  collective  investment  funds and insurance  company  general or
separate  accounts in which such plans,  accounts or arrangements  are invested,
that are subject to ERISA or Section  4975 of the Code,  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.

                                       28
<PAGE>

     Policy:  The Note  Guaranty  Insurance  Policy No.  40886,  dated as of the
Closing  Date,  issued by the Credit  Enhancer for the benefit of the Holders of
the Class A-5 Notes, including any endorsements thereto.

     Policy  Payments  Account:  The  account  established  pursuant  to Section
12.02(b) of the Indenture.

     Pool  Balance:  With respect to any date,  the aggregate  Stated  Principal
Balance of all Mortgage Loans as of such date.

        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.

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

        Prepayment Interest  Shortfall:  As to any Payment Date and any Mortgage
Loan  (other than a Mortgage  Loan  relating  to an REO  Property)  that was the
subject of (a) a Principal  Prepayment in Full during the portion of the related
Prepayment Period that occurs during the Due Period preceding such Payment Date,
an amount  equal to the excess of one month's  interest at the Net Loan Rate (or
Modified Net Loan Rate in the case of a Modified  Mortgage Loan) over the amount
of interest  (adjusted  to the Net Loan Rate (or  Modified  Net Loan Rate in the
case of a Modified  Mortgage  Loan)) paid by the Mortgagor  for such  Prepayment
Period to the date of such  Principal  Prepayment  in Full or (b) a  Curtailment
during the preceding  calendar month, an amount equal to one month's interest at
the Net Loan Rate (or Modified Net Loan Rate in the case of a Modified  Mortgage
Loan) on the amount of such Curtailment.

        Prepayment  Period:  As to any Payment Date and Principal  Prepayment in
Full,  the period  commencing on the 16th day of the month prior to that Payment
Date and ending on the 15th day of the month in which the Payment Date occurs.

        Primary  Insurance  Policy:  The  policy,  if any,  of primary  mortgage
guaranty insurance related to a Mortgage Loan.

        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.

                                       29
<PAGE>

        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 due on the related Due Dates and  received  and applied to principal on or
prior  to the  related  Determination  Date  and  any  Advances  in  respect  of
principal,  as reported by the  Servicer  or the related  Subservicer;  (ii) the
principal  portion of all proceeds of the  repurchase  of any Mortgage  Loans as
required by the Purchase  Agreement  during the prior calendar month;  and (iii)
the  principal  portion of all other  unscheduled  collections  received  on the
Mortgage  Loans during prior  calendar  month or, in the case of  Prepayments in
Full, during the related  Prepayment Period (or deemed to be received during the
prior calendar month, 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.

        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.

        Principal  Prepayment  in  Full:  Any  Principal  Prepayment  made  by a
Mortgagor of the entire principal balance of a Mortgage Loan.

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

     Prospectus  Supplement:  The  prospectus  supplement  dated March 22, 2003,
relating to the Notes.

     Purchase Agreement:  The mortgage loan purchase agreement dated as of April
8, 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 (without giving effect,  in the
case of the Class A-5 Notes, to the Policy).

                                       30
<PAGE>

        Realized  Loss:  With respect to each Mortgage Loan (or REO Property) as
to which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated  Principal  Balance of the Mortgage  Loan (or
REO Property) as of the date of Cash Liquidation or REO  Disposition,  plus (ii)
interest (and REO Imputed Interest, if any) at the sum of the Net Loan Rate from
the Due Date as to which interest was last paid or advanced to Noteholders up to
the last day of the month in which  the Cash  Liquidation  (or REO  Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding  during each Due Period that such interest was not paid or advanced,
minus (iii) the proceeds,  if any,  received during the month in which such Cash
Liquidation (or REO Disposition)  occurred,  to the extent applied as recoveries
of interest  at the sum of the Net Loan Rate and to  principal  of the  Mortgage
Loan, net of the portion thereof reimbursable to the Servicer or any Subservicer
with  respect  to related  Advances  or  expenses  as to which the  Servicer  or
Subservicer  is entitled  to  reimbursement  thereunder  but which have not been
previously reimbursed.

        Record  Date:  With  respect to any  Payment  Date and the Class A-1 and
Class B Notes,  the close of business on the last  Business Day  preceding  that
Payment  Date.  With respect to any Payment  Date,  other than the first Payment
Date, and each Class of Notes,  other than the Class A-1 and Class B Notes,  the
last day of the calendar  month  preceding that Payment Date, and in the case of
the first Payment Date, the Closing Date.

        Recovery Amount: Amounts collected on a Mortgage Loan after the Mortgage
Loan becomes a Liquidated  Mortgage Loan, net of any Servicing Fee, Recovery Fee
and any reimbursement for advances and expenses of the Servicer..

        Recovery Fee: A customary fee charged for the  collection of Liquidation
Proceeds 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 sum of the  outstanding  Note  Balance  of the  Class A-1 and Class B 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,  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 and Class B Notes.

        Reference  Banks:  Shall mean three major banks in the London  interbank
market selected by the Indenture Trustee after consultation with the Servicer.

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

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

                                       31
<PAGE>

        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 Due Period as a result of the application of
the Soldiers' and Sailors' Civil Relief Act of 1940, as amended,  or any similar
legislation  or  regulations,  the  shortfall,  if any, equal to (i) one month's
interest on the Stated Principal Balance of such Mortgage Loan at the applicable
Loan Rate, over (ii) the interest  collectible on such Mortgage Loan during such
Due Period.

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

        REMIC Administrator:  Bank One, National  Association;  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 Liquidation Loss Amounts: For any Payment Date, Liquidation Loss
Amounts on the  Mortgage  Loans for the related Due Period shall be allocated as
follows:  Liquidation Loss Amounts shall be allocated to the Class LT1, LT2, LT3
and LT4 REMIC I Regular Interests in reduction of the principal balances thereof
to the extent  required to reduce the aggregate  principal  balance of the Class
LT1,  LT2,  LT3 and LT4 REMIC I Regular  Interests  to the  aggregate  principal
balance  of the  Mortgage  Loans with any  remaining  Liquidation  Loss  Amounts
treated as reducing  accrued interest on the Class LT1, LT2, LT3 and LT4 REMIC I
Regular  Interests.  Liquidation  Loss Amounts treated as reducing the principal
balance of the Class LT1,  LT2, LT3 and LT4 REMIC I Regular  Interests  shall be
allocated,  first,  to the Class  LT2,  LT3 and LT4  REMIC I  Regular  Interests
pro-rata  according to their respective  Principal  Reduction Amounts in amounts
not in excess of such  Principal  Reduction  Amounts,  second,  to the Class LT1
REMIC I Regular  Interest until the principal  balance of such Regular  Interest
shall have been reduced to zero, and, thereafter,  to the Class LT2, LT3 and LT4
REMIC I Regular  Interests  pro-rata  according  to their  respective  principal
balances.

        REMIC I Regular Interests: The Class LT1 REMIC I Regular Interest, Class
LT2 REMIC I Regular  Interest,  Class LT3 REMIC I Regular Interest and the Class
LT4 REMIC I Regular  Interest  having the  properties set forth in the following
table and elsewhere herein:

<TABLE>
<CAPTION>

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

                                 REMIC I                 INITIAL             LATEST POSSIBLE
      DESIGNATION            REMITTANCE RATE             BALANCE             MATURITY DATE(1)
------------------------- ----------------------- ----------------------- -----------------------
------------------------- ----------------------- ----------------------- -----------------------

<S>         <C>                        <C>         <C>                             <C> <C>
          LT1                  Variable(2)         $466,266,323.12            July 25, 2034
------------------------- ----------------------- ----------------------- -----------------------
------------------------- ----------------------- ----------------------- -----------------------

                                       32
<PAGE>

          LT2                  Variable(2)            $7,520.72               July 25, 2034
------------------------- ----------------------- ----------------------- -----------------------
------------------------- ----------------------- ----------------------- -----------------------

          LT3                   Variable(2            $39,114.49              July 25, 2034
------------------------- ----------------------- ----------------------- -----------------------
------------------------- ----------------------- ----------------------- -----------------------

          LT4                  Variable(2)            $39,114.49              July 25, 2034
------------------------- ----------------------- ----------------------- -----------------------
</TABLE>

        (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.

          (2)Calculated in accordance with the definition of "REMIC I Remittance
               Rate" herein.

        REMIC I Remittance  Rate:  With respect to the Class LT1 and LT2 REMIC I
Regular Interests, the Weighted Average Net Loan Rate; with respect to the Class
LT3 REMIC I Regular  Interest,  zero;  and with respect to the Class LT4 REMIC I
Regular Interest, twice 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 REMIC II Regular  Interest A, REMIC II
Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest B
and the REMIC II  Regular  Interest  SB having the  properties  set forth in the
following table and elsewhere herein:

                                       33
<PAGE>
<TABLE>
<CAPTION>

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

                                 REMIC II                INITIAL             LATEST POSSIBLE
      DESIGNATION            REMITTANCE RATE             BALANCE             MATURITY DATE(1)
------------------------- ----------------------- ----------------------- -----------------------
------------------------- ----------------------- ----------------------- -----------------------

<S>         <C>                        <C>           <C>                           <C> <C>
          A-1                  Variable(2)           $103,381,000             July 25, 2034
------------------------- ----------------------- ----------------------- -----------------------
------------------------- ----------------------- ----------------------- -----------------------

          A-2                    Fixed(2)            $11,125,000              July 25, 2034
------------------------- ----------------------- ----------------------- -----------------------
------------------------- ----------------------- ----------------------- -----------------------

          A-3                    Fixed(2)            $111,968,000             July 25, 2034
------------------------- ----------------------- ----------------------- -----------------------
------------------------- ----------------------- ----------------------- -----------------------

          A-4                    Fixed(2)            $15,324,000              July 25, 2034
------------------------- ----------------------- ----------------------- -----------------------
------------------------- ----------------------- ----------------------- -----------------------

          A-5                    Fixed(2)            $68,880,000              July 25, 2034
------------------------- ----------------------- ----------------------- -----------------------
------------------------- ----------------------- ----------------------- -----------------------

          M-1                    Fixed(2)             $9,322,000              July 25, 2034
------------------------- ----------------------- ----------------------- -----------------------
------------------------- ----------------------- ----------------------- -----------------------

          M-2                    Fixed(2)            $8 ,475,000              July 25, 2034
------------------------- ----------------------- ----------------------- -----------------------
------------------------- ----------------------- ----------------------- -----------------------

           B                   Variable(2)           $7,627,000]              July 25, 2034
------------------------- ----------------------- ----------------------- -----------------------
------------------------- ----------------------- ----------------------- -----------------------

           SB                    Fixed(2)               $0.00                 July 25, 2034
------------------------- ----------------------- ----------------------- -----------------------
</TABLE>

        (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.

          (2)Calculated  in  accordance   with  the   definition  of  "REMIC  II
               Remittance Rate" herein.

        REMIC II Remittance Rate: With respect to REMIC II Regular  Interests A,
M-1, M-2 and B, the lesser of the applicable Note Rate and the Weighted  Average
Net Loan Rate.  With respect to REMIC II Regular  Interest  SB, the  Certificate
Rate.

        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.

                                       34
<PAGE>

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

        REO  Acquisition:  The  acquisition  by the  Servicer  on  behalf of the
Indenture  Trustee  for the  benefit  of the  Noteholders  of any  REO  Property
pursuant to Section 3.14 of the Servicing Agreement.

        REO Disposition: As to any REO Property, a determination by the Servicer
that it has received all Insurance Proceeds,  Liquidation Proceeds, REO Proceeds
and other payments and recoveries (including proceeds of a final sale) which the
Servicer expects to be finally recoverable from the sale or other disposition of
the REO Property.

        REO Imputed Interest: As to any REO Property,  for any period, an amount
equivalent to interest (at the Net Loan Rate that would have been  applicable to
the  related  Mortgage  Loan had it been  outstanding)  on the unpaid  principal
balance of the  Mortgage  Loan as of the date of  acquisition  thereof  for such
period.

        REO Proceeds:  Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged  Property  or,  with  respect  to  a  Cooperative  Loan,  the  related
Cooperative  Apartment)  which  proceeds are  required to be deposited  into the
Custodial Account only upon the related REO Disposition.

        REO  Property:  A Mortgaged  Property  acquired by the Servicer  through
foreclosure  or deed  in lieu of  foreclosure  in  connection  with a  defaulted
Mortgage Loan.

        Repurchase  Event:  With respect to any Mortgage Loan, a discovery that,
as of the Closing Date with respect to a 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.

        Repurchase  Price:  With respect to any Mortgage  Loan (or REO Property)
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  Stated  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 Stated 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.

                                       35
<PAGE>

        Required  Insurance  Policy:  With  respect to any  Mortgage  Loan,  any
insurance policy which is required to be maintained from time to time under this
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 equal 2.25% of
the Cut-Off Date Pool Balance.  On or after the Stepdown Date if a Trigger Event
is not in effect  for such  Payment  Date,  the  Required  Overcollateralization
Amount  will be equal to the  greater  of (a)  4.50% of the Pool  Balance  after
distributions   have   been   made   on   such   Payment   Date   and   (y)  the
Overcollateralization Floor. On or after the Stepdown Date if a Trigger Event is
in effect for such Payment Date, the Required  Overcollateralization Amount will
equal the  Required  Overcollateralization  Amount in effect on the  immediately
preceding Payment Date. In addition, the Required  Overcollateralization  Amount
may be reduced with the prior written consent of 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  Three  Month  Delinquency  Rate:  As of any Payment  Date,  the
fraction,  expressed as a  percentage,  equal to the average of the  Delinquency
Ratio for the current  Payment  Date and each of the two  immediately  preceding
Payment Dates (or none or one, in the case of the first or second Payment Dates,
respectively).

        SB-IO  Marker  Rate:  Two  times  the  weighted  average  of the REMIC I
Remittance  Rates for the Class LT2 REMIC I Regular  Interest  and the Class LT3
REMIC I Regular Interest weighted by their respective Class Principal Balances.

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

     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.

     Security  Agreement:  With respect to a  Cooperative  Loan,  the  agreement
creating  a  security  interest  in  favor  of the  originator  in  the  related
Cooperative Stock.

        Securityholder:  Any Noteholder or Certificateholder.

        Seller:  Each of GMACM and Witmer.

        Senior  Enhancement  Percentage:  For any Payment Date,  the  percentage
obtained by dividing (i) the sum of (a) the aggregate Note Balances of the Class


                                       36
<PAGE>

M-1, Class M-2 and Class B Notes and (b) the  Overcollateralization  Amount,  in
each  case  prior  to the  distribution  of  the  related  Principal  Collection
Distribution  Amount on such  Payment  Date,  by (ii) the Pool Balance as of the
last day of the related Due Period.

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

        Servicing  Advances:  All  customary,  reasonable  and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other  unanticipated  event by the Servicer in the  performance of its servicing
obligations,  including,  but not limited to, the cost of (i) the  preservation,
restoration  and  protection of a Mortgaged  Property,  (ii) any  enforcement or
judicial  proceedings,   including   foreclosures,   (iii)  the  management  and
liquidation of any REO Property and (iv) compliance  with the obligations  under
Sections 3.01, 3.08, 3.12(a) and 3.14 of the Servicing Agreement,  including, if
the  Servicer  or any  Affiliate  of the  Servicer  provides  services  such  as
appraisals and brokerage services that are customarily provided by Persons other
than servicers of mortgage loans, reasonable compensation for such services.

        Servicing  Agreement:  The servicing agreement dated as of April 8, 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;

        (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, 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;

        (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; or

                                       37
<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.

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

        Servicing  Fee  Rate:  0.35% per  annum;  provided,  however,  that if a
successor  servicer is appointed to act as Servicer  pursuant to Section 7.02 of
the Servicing Agreement, 0.50% per annum.

        Servicing  Modification:  Any  reduction of the interest  rate on or the
outstanding  principal  balance of a Mortgage  Loan that is in  default,  or for
which,  in the  judgment of the  Servicer,  default is  reasonably  foreseeable,
pursuant to a modification of such Mortgage Loan in accordance with Section 3.07
of the Servicing Agreement.

        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 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 Principal Balance:  With respect to any outstanding Mortgage Loan
or related REO  Property,  at any given time,  (i) the  Cut-off  Date  Principal
Balance of the Mortgage Loan as of the preceding Due Date, minus (ii) the sum of
(a) the  principal  portion of the  Monthly  Payments  due with  respect to such
Mortgage  Loan or REO Property  during each Due Period  ending prior to the most
recent  Payment Date which were received or with respect to which an Advance was
made,  and (b) all Principal  Prepayments  with respect to such Mortgage Loan or
REO Property, and all Insurance Proceeds, Liquidation Proceeds and REO Proceeds,
to the extent  applied by the Servicer as  recoveries of principal in accordance
with Section 3.14 of the Servicing  Agreement with respect to such Mortgage Loan
or REO Property, in each case which were distributed pursuant to Section 3.05 of
the Indenture on any previous Payment Date; provided,  however,  that the Stated
Principal Balance of a Liquidated Mortgage Loan shall be zero.

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

        Stepdown  Date: The later of (i) the Payment Date in April 2006 and (ii)
the first Payment Date on which the Pool Balance is less than 50.00% of the Pool
Balance as of the Cut-Off Date and the Overcollateralization  Amount is equal to
or greater than the Required Overcollateralization Amount.

                                       38
<PAGE>

        Subordination Percentage: With respect to the Class A Notes 80.50%, with
respect to the Class M-1  Notes,  86.00%,  with  respect to the Class M-2 Notes,
91.00% and with respect to the Class B Notes, 95.50%.

        Subserviced  Mortgage  Loan:  Any  Mortgage  Loan  that,  at the time of
reference thereto, is subject to a Subservicing Agreement.

        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 Stated 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).

        Subservicing  Account:  An  account  established  by  a  Subservicer  in
accordance with Section 3.08 of the Servicing Agreement.

        Subservicer  Advance:  Any  delinquent   installment  of  principal  and
interest on a Mortgage Loan which is advanced by the related Subservicer (net of
its Subservicing Fee) pursuant to the Subservicing Agreement.

        Subservicing  Fee: As to any Mortgage Loan,  the fee payable  monthly to
the related Subservicer, if any.

     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
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


                                       39
<PAGE>

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).

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

     Trigger Event: Any Payment Date, the occurrence of either of the following:

        (i) the Rolling Three Month Delinquency Rate equals or exceeds 30.00% of
the Senior Enhancement Percentage; or

        (ii) The  cumulative  Realized  Losses  (reduced by cumulative  Recovery
Amounts)  applied  by the  Servicer  in  respect  of such  Mortgage  Loan on the
Mortgage  Loans exceed (a) with respect to the 37th through 48th Payment,  1.50%
of the aggregate  Cut-Off Date Principal  Balance,  (b) with respect to the 49th
through 60th  Payment  Dates,  1.75% of the  aggregate  Cut-Off  Date  Principal
Balance,  (c) with respect to the 61st through 72nd Payment Dates,  2.00% of the
aggregate  Cut-Off Date Principal  Balance,  and (d) with respect to all Payment
Dates thereafter, 2.25% of the aggregate Cut-Off Date Principal Balance.

        The Trigger Events may be revised with the prior written  consent of the
Rating Agencies.

        Trust Agreement:  The trust agreement dated as of April 8, 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.

        Twelve Month Loss Amount:  With respect to any Payment  Date,  an amount
equal to the aggregate of all Realized  Losses on the Mortgage  Loans during the
12 preceding  Due Periods  (reduced by aggregate  Recovery  Amounts for such Due
Periods) or, prior to the twelfth Payment Date, since the Closing Date.

        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 REMIC I Regular
Interest  for any  Payment  Date,  one month's  interest at the related  REMIC I
Remittance Rate for such Payment Date, accrued on the  Uncertificated  Principal
Balance immediately prior to such Payment Date.  Uncertificated Accrued Interest
for the REMIC I Regular  Interests  shall  accrue on the basis of a 360-day year
consisting of twelve 30-day months.  For purposes of  calculating  the amount of
Uncertificated  Accrued  Interest  for the  REMIC I  Regular  Interests  for any
Payment  Date,  any  Prepayment  Interest  Shortfalls  or Relief Act  Shortfalls
relating to the Mortgage Loans for any Payment Date shall be allocated among the


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LT1, LT2, LT3 and LT4 REMIC I Regular  Interests,  pro rata based on, and to the
extent of, Uncertificated Accrued Interest, as calculated without application of
this  sentence.  With  respect  to any  Payment  Date and the  REMIC II  Regular
Interest SB, one month's interest at the related REMIC II Remittance Rate on the
Notional  Amount  thereof  reduced  by the  amount  allocated  to the  Class  SB
Certificates  of any  Prepayment  Interest  Shortfalls or Relief Act  Shortfalls
relating to the Mortgage Loans.

        Uncertificated  Notional  Amount:  With  respect  to  REMIC  II  Regular
Interest  SB  and  any  date  of  determination,  the  aggregate  Uncertificated
Principal Balance of the REMIC I Regular Interests for such Payment Date.

        Uncertificated  Principal Balance:  With respect to any Payment Date and
any REMIC I or REMIC II Regular Interest, the Initial Balance thereof reduced by
the  allocation to the principal  thereof on prior Payment Dates of  Liquidation
Loss Amounts pursuant to the definitions of REMIC I Liquidation Loss Amounts and
REMIC II Liquidation Loss Amounts and of amounts deemed distributed with respect
to the REMIC I or REMIC II Regular Interests, respectively.

        Underwriter:  Bear, Stearns & Co. Inc.

     Underwriting  Agreement:  The  underwriting  agreement dated April 3, 2003,
between the Depositor and the Underwriter.

        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.

        Uninsured  Cause:  Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.

        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.

        VA:    The Veterans Administration and any successor thereto.

        Voting  Rights:  The portion of the voting  rights of the Holders of the
Notes  allocated  to each Class of Notes.  100.00%  of all of the Voting  Rights
exercisable  by the  Noteholders  shall be allocated  among the Classes Notes in
accordance with their respective outstanding Note Balances.  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.  As long as the Policy is
in effect and unless there is a Credit  Enhancer  Default,  the Credit  Enhancer
shall be entitled to exercise all Voting Rights otherwise allocable to the Class
A-5 Notes.

        Witmer: Witmer Funding LLC, a Delaware limited liability company, in its
capacity as a seller of a portion of the Mortgage Loans to the Company,  and any
successor thereto.


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