GMACM HOME EQUITY LOAN TRUST 2001-HE2,


                                     Issuer,


                                       and


                         BANK ONE, NATIONAL ASSOCIATION,


                                Indenture Trustee

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


                                    INDENTURE

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


                            Dated as of June 28, 2001


                    GMACM HOME EQUITY LOAN-BACKED TERM NOTES


              GMACM HOME EQUITY LOAN-BACKED VARIABLE FUNDING NOTES

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                                TABLE OF CONTENTS

                                                                                          PAGE


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

        Section 1.01    Definitions.........................................................2

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

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

        Section 3.04  Existence.............................................................6

        Section 3.05  Priority of Distributions; Defaulted Interest.........................6

        Section 3.06  Protection of Trust Estate............................................9

        Section 3.07  Opinions as to Trust Estate..........................................10

        Section 3.08  Performance of Obligations; Servicing Agreement......................10

        Section 3.09  Negative Covenants...................................................11

        Section 3.10  Annual Statement as to Compliance....................................11

        Section 3.11  Recordation of Assignments...........................................12

        Section 3.12  Representations and Warranties Concerning the Mortgage Loans.........12

        Section 3.13  Assignee of Record of the Mortgage Loans.............................12

        Section 3.14  Servicer as Agent and Bailee of the Indenture Trustee................12

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

        Section 3.16  Issuer May Consolidate, etc..........................................13

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

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

        Section 3.19  No Borrowing.........................................................15

        Section 3.20  Guarantees, Loans, Advances and Other Liabilities....................15

        Section 3.21  Capital Expenditures.................................................15

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        Section 3.22  Owner Trustee Not Liable for Certificates or Related Documents.......15

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

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

        Section 3.25  Further Instruments and Acts.........................................16

        Section 3.26  Statements to Noteholders............................................16

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

        Section 3.28  Payments under the Policy............................................17

        Section 3.29  Replacement Enhancement..............................................17

ARTICLE IV        The Notes; Satisfaction And Discharge Of Indenture.......................19

        Section 4.01  The Notes; Increase of Maximum Variable Funding Balance;
               Variable Funding Notes......................................................19

        Section 4.02  Registration of and Limitations on Transfer and Exchange of
               Notes; Appointment of Certificate Registrar.................................20

        Section 4.03  Mutilated, Destroyed, Lost or Stolen Notes...........................22

        Section 4.04  Persons Deemed Owners................................................23

        Section 4.05  Cancellation.........................................................23

        Section 4.06  Book-Entry Notes.....................................................24

        Section 4.07  Notices to Depository................................................24

        Section 4.08  Definitive Notes.....................................................25

        Section 4.09  Tax Treatment........................................................25

        Section 4.10  Satisfaction and Discharge of Indenture..............................25

        Section 4.11  Application of Trust Money...........................................26

        Section 4.12  Subrogation and Cooperation..........................................27

        Section 4.13  Repayment of Monies Held by Paying Agent.............................28

        Section 4.14  Temporary Notes......................................................28

ARTICLE V         Default And Remedies.....................................................28

        Section 5.01  Events of Default....................................................28

        Section 5.02  Acceleration of Maturity; Rescission and Annulment...................28

        Section 5.03  Collection of Indebtedness and Suits for Enforcement by
               Indenture Trustee.............................................................
               29

        Section 5.04  Remedies; Priorities.................................................31

        Section 5.05  Optional Preservation of the Trust Estate............................33

        Section 5.06  Limitation of Suits..................................................33

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        Section 5.07  Unconditional Rights of Noteholders to Receive Principal and
               Interest......................................................................
               34

        Section 5.08  Restoration of Rights and Remedies...................................34

        Section 5.09  Rights and Remedies Cumulative.......................................34

        Section 5.10  Delay or Omission Not a Waiver.......................................35

        Section 5.11  Control by Enhancer or Noteholders...................................35

        Section 5.12  Waiver of Past Defaults..............................................35

        Section 5.13  Undertaking for Costs................................................36

        Section 5.14  Waiver of Stay or Extension Laws.....................................36

        Section 5.15  Sale of Trust Estate.................................................36

        Section 5.16  Action on Notes......................................................38

        Section 5.17  Performance and Enforcement of Certain Obligations...................38

ARTICLE VI        The Indenture Trustee....................................................39

        Section 6.01  Duties of Indenture Trustee..........................................39

        Section 6.02  Rights of Indenture Trustee..........................................41

        Section 6.03  Individual Rights of Indenture Trustee...............................42

        Section 6.04  Indenture Trustee's Disclaimer.......................................42

        Section 6.05  Notice of Event of Default...........................................43

        Section 6.06  Reports by Indenture Trustee to Noteholders..........................43

        Section 6.07  Compensation and Indemnity...........................................43

        Section 6.08  Replacement of Indenture Trustee.....................................44

        Section 6.09  Successor Indenture Trustee by Merger................................45

        Section 6.10  Appointment of Co-Indenture Trustee or Separate Indenture
               Trustee.....................................................................45

        Section 6.11  Eligibility; Disqualification........................................46

        Section 6.12  Preferential Collection of Claims Against Issuer.....................46

        Section 6.13  Representations and Warranties.......................................47

        Section 6.14  Directions to Indenture Trustee......................................47

        Section 6.15  Indenture Trustee May Own Securities.................................47

ARTICLE VII       Noteholders' Lists and Reports...........................................48

        Section 7.01  Issuer to Furnish Indenture Trustee Names and Addresses of
               Noteholders.................................................................48

        Section 7.02  Preservation of Information; Communications to Noteholders...........48

        Section 7.03  Reports by Issuer....................................................48

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        Section 7.04  Reports by Indenture Trustee.........................................49

ARTICLE VIII      Accounts, Disbursements and Releases.....................................49

        Section 8.01  Collection of Money..................................................49

        Section 8.02  Trust Accounts.......................................................49

        Section 8.03  Officer's Certificate................................................50

        Section 8.04  Termination Upon Distribution to Noteholders.........................50

        Section 8.05  Release of Trust Estate..............................................50

        Section 8.06  Surrender of Notes Upon Final Payment................................51

ARTICLE IX        Supplemental Indentures..................................................51

        Section 9.01  Supplemental Indentures Without Consent of Noteholders...............51

        Section 9.02  Supplemental Indentures With Consent of Noteholders..................53

        Section 9.03  Execution of Supplemental Indentures.................................54

        Section 9.04  Effect of Supplemental Indenture.....................................54

        Section 9.05  Conformity with Trust Indenture Act..................................54

        Section 9.06  Reference in Notes to Supplemental Indentures........................55

ARTICLE X         Miscellaneous............................................................55

        Section 10.01 Compliance Certificates and Opinions, etc............................55

        Section 10.02 Form of Documents Delivered to Indenture Trustee.....................57

        Section 10.03 Acts of Noteholders..................................................57

        Section 10.04 Notices, etc., to Indenture Trustee, Issuer, Enhancer and
               Rating Agencies.............................................................58

        Section 10.05 Notices to Noteholders; Waiver.......................................59

        Section 10.06 Alternate Payment and Notice Provisions..............................60

        Section 10.07 Conflict with Trust Indenture Act....................................60

        Section 10.08 Effect of Headings...................................................60

        Section 10.09 Successors and Assigns...............................................60

        Section 10.10 Severability.........................................................60

        Section 10.11 Benefits of Indenture................................................60

        Section 10.12 Legal Holidays.......................................................60

        Section 10.13 GOVERNING LAW........................................................60

        Section 10.14 Counterparts.........................................................61

                                        iv

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        Section 10.15 Recording of Indenture...............................................61

        Section 10.16 Issuer Obligation....................................................61

        Section 10.17 No Petition..........................................................61

        Section 10.18 Inspection...........................................................61



                                        v

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                                    EXHIBITS

Exhibit A-1    -......Form of Term Notes
Exhibit A-2    -......Form of Variable Funding Notes
Exhibit B      -......Form of 144A Investment Representation
Exhibit C      -......Form of Investor Representation Letter
Appendix A     -......Definitions


                                        vi
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        This Indenture,  dated as of June 28, 2001, is between GMACM Home Equity
Loan Trust 2001-HE2,  a Delaware  business trust, as issuer (the "Issuer"),  and
Bank One, National 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
2001-HE2  GMACM  Home  Equity  Loan-Backed  Term  Notes  and GMACM  Home  Equity
Loan-Backed Variable Funding Notes (together the "Notes").


                                       GRANTING CLAUSE:

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


                                       1
<PAGE>

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

                                    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;

                                       2
<PAGE>

               (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.

                                   ARTICLE II

                           Original Issuance Of Notes

        Section 2.01 Form.  The Term Notes and the Variable  Funding  Notes,  in
each case together with the Indenture  Trustee's  certificate of authentication,
shall  be in  substantially  the  forms  set  forth  in  Exhibits  A-1 and  A-2,
respectively,  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 Exhibits A-1 and A-2 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.

                                       3
<PAGE>

        The Indenture Trustee shall upon Issuer Request authenticate and deliver
Term  Notes for  original  issue in an  aggregate  initial  principal  amount of
$1,064,800,000  and Variable  Funding  Notes for original  issue in an aggregate
initial  principal  amount of $0. The Class I-A-1 Notes,  the Class I-A-2 Notes,
the Class II-A-1  Notes,  the Class II-A-2 Notes,  the Class II-A-3  Notes,  the
Class II-A-4 Notes, the Class II-A-5 Notes, the Class II-A-6 Notes and the Class
II-A-7  Notes  shall  have  an  initial   principal   amount  of   $224,356,000,
$255,444,000, $110,000,000, $94,000,000, $36,000,000, $125,500,000, $49,278,000,
$49,265,000 and $123,235,000,  respectively. The Variable Funding Balance of any
Class of  Variable  Funding  Notes in the  aggregate  may not exceed the Maximum
Variable Funding Balance for such Class.

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

        Each Class of the Variable  Funding Notes shall be initially issued with
a Variable  Funding  Balance of $0 or, if  applicable,  with a Variable  Funding
Balance in an amount equal to the Balance Differential for the related Sub-Group
of Loan Group I and the Collection  Period related to the Payment Date following
the date of issuance of such Variable Funding Note pursuant to Section 4.01(b).

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

                                   ARTICLE III

                                    Covenants

Section 3.01  Collection  of Payments  with Respect to 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 use reasonable  care,  based on the  information it
receives from the Servicer, to establish and maintain accounting entries for the
Note Payment Account that indicate the deposit therein of Principal  Collections
and Interest  Collections for each Loan Group. The Indenture  Trustee shall make
all payments of principal of and interest on the Notes,  subject to Section 3.03
as  provided in Section  3.05 herein from monies on deposit in the Note  Payment
Account.

        Section 3.02  Maintenance of Office or Agency.  The Issuer will maintain
in the City of  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

                                       4
<PAGE>

the Issuer in respect of the Notes and this Indenture may be served.  The Issuer
hereby  initially  appoints the Indenture  Trustee to serve as its agent for the
foregoing  purposes.  If at any time the Issuer  shall fail to maintain any such
office or agency or shall fail to furnish the Indenture Trustee with the address
thereof,  such  surrenders,  notices  and  demands  may be made or served at the
Corporate Trust Office,  and the Issuer hereby appoints the Indenture Trustee as
its agent to receive all such surrenders, notices and demands.

        Section 3.03 Money for Payments to Be Held in Trust;  Paying  Agent.  As
provided in Section  3.01,  all payments of amounts due and payable with respect
to any Notes that are to be made from  amounts  withdrawn  from the Note Payment
Account  pursuant  to Section  3.01 shall be made on behalf of the Issuer by the
Indenture  Trustee or by the Paying Agent,  and no amounts so withdrawn from the
Note  Payment  Account  for  payments  of Notes shall be paid over to the Issuer
except as  provided  in this  Section  3.03.  The  Issuer  hereby  appoints  the
Indenture  Trustee to act as initial  Paying  Agent  hereunder.  The Issuer will
cause each Paying Agent other than the Indenture  Trustee to execute and deliver
to the  Indenture  Trustee an  instrument in which such Paying Agent shall agree
with the Indenture  Trustee (and if the Indenture  Trustee acts as Paying Agent,
it hereby so agrees),  subject to the provisions of this Section 3.03, that such
Paying Agent will:

               (a)hold  all sums held by it for the  payment of amounts due with
respect to the Notes in trust for the  benefit of the Persons  entitled  thereto
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and pay such sums to such Persons as herein provided;

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

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

               (d)immediately  resign as Paying Agent and  forthwith  pay to the
Indenture  Trustee all sums held by it in trust for the payment of Notes,  if at
any time it ceases to meet the standards required to be met by a Paying Agent at
the time of its appointment;

               (e)comply with all  requirements  of the Code with respect to the
withholding  from  any  payments  made  by it on any  Notes  of  any  applicable
withholding  taxes imposed thereon and with respect to any applicable  reporting
requirements in connection therewith; and

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

        The  Issuer  may  at  any  time,   for  the  purpose  of  obtaining  the
satisfaction and discharge of this Indenture or for any other purpose, by Issuer
Request direct any Paying Agent to pay to the Indenture Trustee all sums held in
trust by such Paying Agent,  such sums to be held by the Indenture  Trustee upon

                                       5
<PAGE>

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

        Section 3.05  Priority of Distributions; Defaulted Interest.

               (a)(I)  In  accordance  with  Section  3.03(a)  of the  Servicing
Agreement,  the priority of  distributions  on each Payment Date from  Principal
Collections and Interest  Collections with respect to the Mortgage Loans in Loan
Group I, any optional  advance of delinquent  principal  and/or  interest on the
Mortgage  Loans in Loan Group I made by the  Servicer  in respect of the related
Collection  Period,  any Policy Draw Amount with  respect to Loan Group I or the
Class I Notes deposited into the Note Payment Account (to be applied solely with
respect to the payment of amounts described in clauses (i), (iii) and (xv) under
paragraph  (a)(I) of this  Section  3.05),  payments  made  pursuant  to Section
3.05(a)(II)(xiii)  and any amounts  transferred to the Note Payment Account from

                                       6
<PAGE>

the Pre-Funding  Account,  the Funding Account, the Capitalized Interest Account
and/or the Reserve Account pursuant to Sections 3.17, 3.18, 3.19 and 3.20 of the
Servicing Agreement, is as follows:

                      (i) from Principal  Collections  and Interest  Collections
        for each  Sub-Group  of Loan Group I, to the Note Payment  Account,  for
        payment by the Paying Agent to the  Noteholders  of the related Class of
        Class I Notes and, as  applicable,  related  Class of  Variable  Funding
        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,  including  any Policy Draw Amount with respect to Loan Group I or
        the Class I Notes  deposited into the Note Payment  Account  pursuant to
        Section 3.28(a)(ii), excluding any Interest Shortfalls;

                      (ii) during the Revolving  Period, to the Funding Account,
        Principal  Collections  for each Sub-Group of Loan Group I to the extent
        not  previously  applied to purchase  Additional  Balances or Subsequent
        Mortgage Loans;

                      (iii)  during the  Revolving  Period and the  Amortization
        Periods, to the Note Payment Account, the Principal  Distribution Amount
        for each  Sub-Group  of Loan Group I for payment by the Paying  Agent to
        the  Noteholders  of the related  Class of Class I Notes and the related
        Class of Variable  Funding Notes,  pro rata,  based on their  respective
        Note  Balances,  including  any amount on  deposit  in the Note  Payment
        Account on such Payment Date pursuant to Section 3.28(a)(iii);

               (iv) to the  Enhancer,  the amount of the premium for the Class I
          Policy, with interest thereon as provided in the Insurance Agreement;

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

                      (vi) during the Revolving  Period, to the Funding Account,
        the amount (but not in excess of the  related  Group  Excess  Spread for
        each  Sub-Group of Loan Group I) necessary to be applied on such Payment
        Date so that the Overcollateralization  Amount for the related Sub-Group
        of Loan Group I is not less than the Overcollateralization Target Amount
        for such Sub-Group;

                      (vii) during the Amortization Periods, to the Note Payment
        Account,  the  amount  (but not in excess of the  related  Group  Excess
        Spread for each  Sub-Group  of Loan Group I)  necessary to be applied on
        such  Payment  Date with  respect to each  Sub-Group  for payment by the
        Paying Agent to the Noteholders of the related Class or Classes of Class
        I Notes  so  that  the  Overcollateralization  Amount  for  the  related
        Sub-Group is not less than the  Overcollateralization  Target Amount for
        such Sub-Group;

                      (viii) if the aggregate  Overcollateralization  Amount for
        both   Sub-Groups   of  Loan   Group  I  is  less  than  the   aggregate
        Overcollateralization Target Amount for both Sub-Groups of Loan Group I,
        the remaining  Group Excess Spread for each  Sub-Group and, if the Class

                                       7
<PAGE>

        I-A-1  Notes  or  Class  I-A-2  Notes  are no  longer  outstanding,  the
        Principal  Collections with respect to the related  Sub-Group,  shall be
        deposited  in the  Reserve  Account  to be  applied  from  time  to time
        pursuant  to clause  (ix) below;  and,  at such time,  if any,  that the
        aggregate Overcollateralization Amount for both Sub-Groups of Loan Group
        I equals or exceeds the  aggregate  Overcollateralization  Target Amount
        for both  Sub-Groups of Loan Group I, the remaining  Group Excess Spread
        for each  Sub-Group,  together  with any funds  then on  deposit  in the
        Reserve  Account  that are in excess of the amount  necessary to satisfy
        the  Overcollateralization  Target  Amount for both  Sub-Groups  of Loan
        Group I, shall be applied pursuant to clauses (x) through (xiv) below;

                      (ix) to the Note Payment  Account from funds on deposit in
        the Reserve Account,  the sum (but not in excess of the amount,  if any,
        then on deposit in the Reserve Account) of (A) any shortfalls in current
        interest  for any Class of Class I Notes and,  as  applicable,  Variable
        Funding  Notes  that  have  not  been  paid to the  related  Noteholders
        pursuant to clause (i) above on such Payment Date or prior Payment Dates
        (other  than  any  Interest  Shortfalls)  and (B) any  Liquidation  Loss
        Amounts for each Sub-Group not otherwise covered by payments pursuant to
        clauses (iii), (vi) or (vii) above on such Payment Date or prior Payment
        Dates, for payment by the Paying Agent to the Noteholders of the related
        Class or Classes of Class I Notes and, as applicable,  Variable  Funding
        Notes, pro rata, in each case, based on the amount of unpaid interest or
        Liquidation Loss Amounts;

                      (x)  to  the  Enhancer,  any  other  amounts  owed  to the
        Enhancer pursuant to the Insurance Agreement with respect to the Class I
        Policy and the Class I Notes;

                      (xi)  from any  remaining  Group  Excess  Spread  for each
        Sub-Group,  to the Note Payment Account, for payment by the Paying Agent
        to the Noteholders of the related Class or Classes of Class I Notes and,
        as applicable, Variable Funding Notes, pro rata, any Interest Shortfalls
        on the Class I Notes for such  Payment Date and for any Payment Date not
        previously paid, together with interest thereon at the related Note Rate
        (as adjusted from time to time),  based on the amount  remaining  unpaid
        with respect thereto;

                      (xii) during the  Amortization  Periods,  to the Indenture
        Trustee,  any amounts owing to the Indenture Trustee pursuant to Section
        6.07 to the extent remaining unpaid;

                      (xiii) to the Note  Payment  Account,  for  payment by the
        Paying Agent to the  Noteholders  of the related Class or Classes of the
        Class II  Notes,  to pay  Liquidation  Loss  Distribution  Amounts  with
        respect  to the  Mortgage  Loans in Loan  Group II, to the  extent  that
        Principal  Collections and Interest Collections on the Mortgage Loans in
        Loan Group II available to pay the Liquidation Loss Distribution  Amount
        for the  Mortgage  Loans  in Loan  Group  II are  insufficient  for such
        purpose and the Liquidation  Loss Amounts are not covered by a reduction
        in the Overcollateralization Amount;

                                       8
<PAGE>

                      (xiv) any remaining amount,  to the Distribution  Account,
        for  distribution  to the  holders  of the Group I  Certificates  by the
        Certificate Paying Agent in accordance with the Trust Agreement; and

                      (xv) provided,  that on the Final Payment Date, the amount
        that is  required  to be paid  pursuant  to clause  (iii) above shall be
        equal to the sum of the  aggregate  Term Note  Balance and the  Variable
        Funding Balance immediately prior to such Payment Date and shall include
        any amount on deposit in the Note  Payment  Account on such Payment Date
        in accordance with Section 3.28(a)(iii).

               For purposes of the foregoing,  the Note Balance of each Class of
Class I Notes on each  Payment  Date  during the  Amortization  Periods for such
Class of Class I Notes will be reduced (any such reduction, an "Unpaid Principal
Amount") by the pro rata portion allocable to such Notes of all Liquidation Loss
Amounts for the Mortgage  Loans in Loan Group I for such Payment Date,  but only
to the extent that such  Liquidation  Loss Amounts are not otherwise  covered by
payments made pursuant to clauses (iii),  (vi), (vii) or (ix) above, by payments
made pursuant to Section  3.05(a)(II)(xiii)  or by a draw on the Policy, and the
Overcollateralization Amount for the related Sub-Group is zero, and (ii) on each
Payment Date the  limitation set forth in the  parenthetical  clauses in clauses
(vi) and (vii) above shall not apply with  respect to such  Payment  Date unless
the  Indenture  Trustee has received on or before such Payment Date an Officer's
Certificate of the Servicer to the effect that such limitation  shall apply with
respect to such Payment Date.

        (II) In accordance with Section 3.03(a) of the Servicing Agreement,  the
priority of  distributions  on each Payment Date from Principal  Collections and
Interest  Collections  with  respect  to the  Mortgage  Loans in Loan  Group II,
together  with any  advances  of  delinquent  principal  and/or  interest on the
Mortgage Loans made by the Servicer in respect of the related Collection Period,
any  Policy  Draw  Amount  with  respect  to Loan Group II or the Class II Notes
deposited  into the Note Payment  Account (to be applied  solely with respect to
the payment of amounts described in clauses (ii), (iii) and (iv) under paragraph
(a)(II) of this  Section  3.05)  pursuant  to  Section  3.28(a),  payments  made
pursuant to Section  3.05(a)(I)(xiii),  and any amounts  transferred to the Note
Payment  Account from the Pre-Funding  Account and/or the  Capitalized  Interest
Account  pursuant to Sections  3.17 and 3.19 of the Servicing  Agreement,  is as
follows:

                      (i) to pay to the  Enhancer,  the Premium for the Class II
        Policy for such Payment Date,  with interest  thereon as provided in the
        Insurance Agreement;

                      (ii) for payment by the Paying Agent to the Noteholders of
        each Class of Class II 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 on any Class of Class
        II Notes for any prior Payment Date;

                      (iii) for payment by the Paying  Agent to the  Noteholders
        of the Class II Notes,  as a  distribution  of principal,  the Principal

                                       9
<PAGE>

        Collection Distribution Amount for such Payment Date, to be allocated to
        the Class II Notes as described in Section 3.05(b) below, until the Note
        Balances thereof have been reduced to zero;

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

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

                      (vi) to the Distribution  Account, for distribution to the
        holders of the Group II  Certificates  by the  Certificate  Paying Agent
        through and including the Payment Date in March 2002, an amount equal to
        50% of the  remaining  Group  Excess  Spread for each  Sub-Group of Loan
        Group II;

                      (vii) to the  Class  SB-II  Certificates,  an  amount  not
        greater  than  the  Excess  Capitalized   Interest   Requirement  to  be
        distributed in accordance with Section 3.05(e) below;

                      (viii) for payment by the Paying Agent to the  Noteholders
        of  the  Class  II  Notes,   as  a   distribution   of  principal,   the
        Overcollateralization  Increase  Amount  for such  Payment  Date,  to be
        allocated to the Class II Notes,  as described in Section 3.05(b) below,
        until the Note Balances thereof have been reduced to zero;

                      (ix) to pay to the Enhancer, any other amounts owed to the
        Enhancer  pursuant to the Insurance  Agreement with respect to the Class
        II Policy or the Group II Loans;

                      (x) for payment by the Paying  Agent to the holders of the
        Class II Notes, any Interest  Shortfalls for such Payment Date on any of
        the Class II Notes,  based on the amount  thereof  with  respect to each
        such Class;

                      (xi) for payment by the Paying Agent to the holders of the
        Class II Notes, to pay any previously unpaid Interest  Shortfalls on any
        of the Class II Notes,  together  with  interest  thereon at the related
        Note Rate (as adjusted from time to time), based on the amount remaining
        unpaid with respect thereto;

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

                      (xiii) to the Class I Notes,  any Liquidation Loss Amounts
        with  respect to the  related  Sub-Group  of Loan Group I, to the extent
        Liquidation  Loss Amounts for the Mortgage  Loans in such  Sub-Group are
        not otherwise covered by Principal  Collections or Interest  Collections

                                       10
<PAGE>

        on the Group I Loans paid pursuant to clauses (iii), (vi), (vii) or (ix)
        of Section 3.05(a)(I); and

                      (xiv) any remaining amount,  to the Distribution  Account,
        for  distribution  to the  holders of the Group II  Certificates  by the
        Certificate Paying Agent in accordance with the Trust Agreement;

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

               (b)....With  respect to the Class II Notes and each Payment Date,
distributions   of   principal   to  the   Noteholders   pursuant   to   clauses
3.05(a)(II)(iii),  (iv) and (viii)  above,  shall be allocated to the Class II-A
Notes in the aggregate and (ii) the Class II-B Notes in the  aggregate,  in each
case in proportion to the percentage of the Principal  Collections  derived from
the related  Sub-Group of Loan Group II with respect to such Payment Date, until
the Note  Balances of the Class II-A Notes or the Class II-B Notes have  reduced
to zero.  After  either the Class II-A Notes in the  aggregate or the Class II-B
Notes in the  aggregate  are reduced to zero,  all  principal  payments  will be
distributed  to the remaining  Class or Classes of Class II Notes until the Note
Balances  thereof have been reduced to zero,  in  accordance  with the following
paragraph.

               Any payments of principal allocable to the Class II-A Notes shall
be paid to the Class II-A-6 Notes and the Class II-A-7 Notes,  in that order, in
each case until the  outstanding  Note Balance thereof has been reduced to zero.
Any payments of principal allocable to the Class II-B Notes shall be paid to the
Class II-A-1 Notes,  the Class II-A-2 Notes,  the Class II-A-3 Notes,  the Class
II-A-4 Notes and the Class II-A-5 Notes,  in that order,  in each case until the
outstanding Note Balance thereof has been reduced to zero.

        (c) 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 in
Section 3.05(a)(I) and 3.05(a)(II).

               Amounts  paid to  Noteholders  shall  be paid in  respect  of the
related  Class or Classes of Term Notes or the Variable  Funding  Notes,  as the
case may be,  in  accordance  with the  applicable  percentage  as set  forth in
paragraph (d) below.  Interest on the Class I Notes,  the Class II-A-1 Notes and

                                       11
<PAGE>

the Class  II-A-6  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 II-A-2
Notes,  Class II-A-3  Notes,  Class II-A-4  Notes,  Class II-A-5 Notes and Class
II-A-7  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.

               (d)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 and A-2. All principal  payments on the Term Notes and the Variable
Funding Notes of each Class shall be made in accordance  with the priorities set
forth in paragraphs  (a) and (b) above to the  Noteholders  entitled  thereto in
accordance  with the related  Percentage  Interests  represented  thereby.  Upon
written  notice to the Indenture  Trustee by the Issuer,  the Indenture  Trustee
shall notify the Person in the name of which a Note is  registered  at the close
of business on the Record Date  preceding  the Final Payment Date or other final
Payment  Date,  as  applicable.  Such notice  shall be mailed 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.

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

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

        Section 3.06  Protection of Trust Estate.

                                       12
<PAGE>

               (a)The  Issuer  shall from time to time  execute  and deliver all
such  supplements  and  amendments  hereto  and all such  financing  statements,
continuation statements, instruments of further assurance and other instruments,
and will take such other action necessary or advisable to:

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

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

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

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

               (b)Except as otherwise provided in this Indenture,  the Indenture
Trustee  shall not remove any portion of the Trust Estate that consists of money
or is  evidenced  by an  instrument,  certificate  or  other  writing  from  the
jurisdiction  in which it was held at the  date of the most  recent  Opinion  of
Counsel delivered pursuant to Section 3.07 (or from the jurisdiction in which it
was held as  described  in the Opinion of Counsel  delivered at the Closing Date
pursuant to Section  3.07(a),  if no Opinion of Counsel  has yet been  delivered
pursuant to Section  3.07(b))  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 Loan  Agreements  relating to the Initial  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 2001, 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

                                       13
<PAGE>

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.

               (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

                                       14
<PAGE>

proceeds  thereof or (iii) permit the lien of this Indenture not to constitute a
valid first priority security interest in the Trust Estate; or

               (d)impair or cause to be impaired  the  Issuer's  interest in the
Mortgage Loans,  the Purchase  Agreement or in any other Basic Document,  if any
such  action  would  materially  and  adversely  affect  the  interests  of  the
Noteholders.

        Section 3.10 Annual Statement as to Compliance. The Issuer shall deliver
to the Indenture  Trustee,  within 120 days after the end of each fiscal year of
the Issuer  (commencing  with the fiscal year ending on December 31,  2001),  an
Officer's  Certificate  stating,  as to  the  Authorized  Officer  signing  such
Officer's Certificate, that:

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

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

        Section 3.11  Recordation of  Assignments.  The Issuer shall enforce the
obligation of the Sellers under the Purchase  Agreement to submit or cause to be
submitted for recordation all Assignments of Mortgages within 60 days of receipt
of recording information by the Servicer.

        Section 3.12  Representations  and  Warranties  Concerning  the Mortgage
Loans. The Indenture  Trustee,  as pledgee of the Mortgage Loans, shall have the
benefit of the  representations  and warranties  made by GMACM in Section 3.1(a)
and  Section   3.1(b)  of  the  Purchase   Agreement  and  the  benefit  of  the
representations  and  warranties  made by WG  Trust  in  Section  3.1(c)  of the
Purchase  Agreement,  concerning the Mortgage Loans and the right to enforce the
remedies against such Seller 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 record title to the Mortgage
Loans by being named as payee in the  endorsements  or  assignments  of the Loan
Agreements  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.

                                       15
<PAGE>

        Section  3.14  Servicer  as Agent and Bailee of the  Indenture  Trustee.
Solely  for  purposes  of  perfection  under  Section  9-305 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  9-305 of the UCC of the  state in which  such
property is held by the Servicer.

        Section  3.15  Investment  Company  Act.  The Issuer shall not become an
"investment  company" or under the "control" of an "investment  company" as such
terms are  defined in the  Investment  Company  Act of 1940,  as amended (or any
successor  or  amendatory  statute),  and the rules and  regulations  thereunder
(taking into  account not only the general  definition  of the term  "investment
company"  but  also  any  available  exceptions  to  such  general  definition);
provided, however, that the Issuer shall be in compliance with this Section 3.15
if  it  shall  have  obtained  an  order  exempting  it  from  regulation  as an
"investment  company" so long as it is in compliance with the conditions imposed
in such order.

        Section 3.16  Issuer May Consolidate, etc.

               (a)The  Issuer  shall not  consolidate  or merge with or into any
other Person, unless:

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

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

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


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<PAGE>

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

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

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

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

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

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

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

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

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<PAGE>

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

        Section 3.17  Successor or Transferee.

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

               (b)Upon a conveyance or transfer of all the assets and properties
of the Issuer  pursuant to Section  3.16(b),  the Issuer shall be released  from
every  covenant and  agreement of this  Indenture to be observed or performed on
the part of the Issuer with respect to the Notes  immediately  upon the delivery
of written notice to the Indenture Trustee of such conveyance or transfer.

        Section  3.18 No Other  Business.  The  Issuer  shall not  engage in any
business other than financing,  purchasing,  owning and selling and managing the
Mortgage  Loans and the  issuance  of the Notes and  Certificates  in the manner
contemplated  by this  Indenture  and the  Basic  Documents  and all  activities
incidental thereto.

        Section 3.19 No Borrowing.  The Issuer shall not issue,  incur,  assume,
guarantee  or  otherwise  become  liable,   directly  or  indirectly,   for  any
indebtedness except for the Notes.

        Section 3.20 Guarantees,  Loans, Advances and Other Liabilities.  Except
as contemplated by this Indenture or the other Basic Documents, the Issuer shall
not make any loan or advance or credit to, or guarantee  (directly or indirectly
or by  an  instrument  having  the  effect  of  assuring  another's  payment  or
performance on any  obligation or capability of so doing or otherwise),  endorse
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


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<PAGE>

Indenture Trustee make no  representations  as to the validity or sufficiency of
this Indenture or any other Basic Document,  of the Certificates (other than the
signatures of the Owner Trustee or the Indenture Trustee on the Certificates) or
the Notes,  or of any Related  Documents.  The Owner  Trustee and the  Indenture
Trustee shall at no time have any  responsibility  or liability  with respect to
the  sufficiency  of the Trust Estate or its ability to generate the payments to
be  distributed  to   Certificateholders   under  the  Trust  Agreement  or  the
Noteholders under this Indenture,  including, the compliance by the Depositor or
the Sellers with any warranty or representation made under any Basic Document or
in any related document or the accuracy of any such warranty or  representation,
or any action of the Certificate Paying Agent, the Certificate  Registrar or any
other person taken in the name of the Owner Trustee or the Indenture Trustee.

        Section 3.23  Restricted  Payments.  The Issuer  shall not,  directly or
indirectly,  (i) pay any  dividend or make any  distribution  (by  reduction  of
capital or otherwise),  whether in cash,  property,  securities or a combination
thereof,  to the Owner  Trustee  or any owner of a  beneficial  interest  in the
Issuer or otherwise with respect to any ownership or equity interest or security
in or of the Issuer,  (ii) redeem,  purchase,  retire or  otherwise  acquire for
value any such  ownership  or equity  interest or security or (iii) set aside or
otherwise segregate any amounts for any such purpose;  provided,  however,  that
the Issuer may make, or cause to be made, (x) distributions to the Owner Trustee
and the  Certificateholders  as  contemplated  by, and to the  extent  funds are
available for such purpose  under,  the Trust  Agreement and (y) payments to the
Servicer pursuant to the terms of the Servicing Agreement.  The Issuer will not,
directly or  indirectly,  make payments to or  distributions  from the Custodial
Account except in accordance with this Indenture and the other Basic Documents.

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

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

        Section 3.26  Statements to  Noteholders.  On each Payment Date, each of
the Indenture Trustee and the Certificate Registrar shall forward by mail to the
Enhancer,  the Depositor,  the Owner Trustee and each Rating  Agency,  and shall
make available to each Noteholder and each Certificateholder,  respectively, the
Servicing Certificate provided to the Indenture Trustee by the Servicer relating
to such Payment  Date and  delivered  pursuant to Section 4.01 of the  Servicing
Agreement.

        The Indenture Trustee will make the monthly statement to Securityholders
(and, at its option,  any additional files containing the same information in an
alternative  format) available each month to  Securityholders  and the Enhancer,
and  other  parties  to this  Indenture  via the  Indenture  Trustee's  internet
website.  The Indenture Trustee's internet website shall initially be located at
"www.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

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<PAGE>

that are unable to use the above  distributions  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. On the second LIBOR  Business
Day immediately preceding (i) the Closing Date in the case of the first Interest
Period and (ii) the first day of each succeeding  Interest Period, the Indenture
Trustee shall  determine  LIBOR and the  applicable  Note Rate for such Interest
Period and shall inform the Issuer,  the Servicer and the  Depositor by means of
the Indenture Trustee's online service.

        Section 3.28 Payments under the Policy.

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

               (ii) The Indenture Trustee shall deposit or cause to be deposited
such Policy Draw Amount into the Note  Payment  Account on such  Payment Date to
the extent such amount  relates to clause (a) of the  definition of  "Deficiency
Amount" or clause (2) of the definition of "Insured Amount".

               (iii) To the  extent  such  amount  relates  to clause (b) of the
definition of "Deficiency  Amount",  the Indenture  Trustee shall (i) during the
Revolving  Period,  deposit  such amount into the Funding  Account as  Principal
Collections and (ii) during the Amortization  Periods,  deposit such amount into
the Note Payment Account.

               (b)The Indenture Trustee shall submit, if a Policy Draw Amount is
specified in any statement to Securityholders  prepared pursuant to Section 4.01
of the Servicing  Agreement,  the Notice of Nonpayment and Demand for Payment of
Insured  Amounts  (in the form  attached  as  Exhibit  A to the  Policy)  to the
Enhancer  no later  than 12:00  noon,  New York City  time,  on the third  (3rd)
Business Day prior to the applicable Payment Date.

        Section 3.29 Replacement Enhancement. The Issuer (or the Servicer on its
behalf) may, at its expense,  in accordance  with and upon  satisfaction  of the
conditions set forth herein, but shall not be required to, obtain a surety bond,
letter of credit,  guaranty  or reserve  account as a Permitted  Investment  for
amounts on deposit in the Capitalized  Interest Account,  or may arrange for any
other form of additional credit enhancement;  provided,  that after prior notice
thereto,  no Rating  Agency  shall have  informed the Issuer that a Rating Event

                                       20
<PAGE>

would occur as a result thereof  (without  taking the Policy into account);  and
provided  further,  that the issuer of any such  instrument  or facility and the
timing  and  mechanism  for  drawing  on such  additional  enhancement  shall be
acceptable to the Indenture Trustee and the Enhancer. It shall be a condition to
procurement of any such additional credit enhancement that there be delivered to
the Indenture Trustee and the Enhancer (a) an Opinion of Counsel,  acceptable in
form to the Indenture Trustee and the Enhancer,  from counsel to the provider of
such additional credit  enhancement with respect to the  enforceability  thereof
and such other matters as the Indenture  Trustee or the Enhancer may require and
(b) an Opinion of Counsel to the effect that the  procurement of such additional
enhancement  would not (i)  adversely  affect in any  material  respect  the tax
status of the Notes or the  Certificates  or (ii) cause the Issuer to be taxable
as an  association  (or a publicly  traded  partnership)  for federal income tax
purposes or to be  classified  as a taxable  mortgage pool within the meaning of
Section 7701(i) of the Code.

                                   ARTICLE IV

                      The Notes; Satisfaction And Discharge Of Indenture

               Section  4.01 The Notes;  Increase  of Maximum  Variable  Funding
          Balance; Variable Funding Notes.

               (a)The  Term Notes shall be  registered  in the name of a nominee
designated by the Depository.  Beneficial Owners will hold interests in the Term
Notes through the  book-entry  facilities of the  Depository in minimum  initial
Term  Note  Balances  of  $25,000  and  integral  multiples  of $1,000 in excess
thereof.  The Capped  Funding  Notes will be issued as  physical  notes in fully
registered  form in minimum  initial Capped  Funding  Balances of $1,000,000 and
integral  multiples of $100,000 in excess thereof,  together with any additional
amount  necessary to cover (i) the aggregate  initial Capped Funding  Balance of
the Capped Funding Notes  surrendered at the time of the initial  denominational
exchange  thereof (with such initial Capped  Funding  Balance in each case being
deemed to be the Capped Funding  Balance of the Capped Funding Notes at the time
of such initial  denominational  exchange thereof) or (ii) the aggregate initial
Capped  Funding  Balance  of any  Capped  Funding  Notes  issued in an  exchange
described in subsection (d) below.

        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 Term Notes for the
purposes of exercising the rights of Noteholders of Term Notes hereunder. Except
as provided in the next succeeding paragraph of this Section 4.01, the rights of
Beneficial  Owners  with  respect  to the Term  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 Term
Notes as to which they are the Beneficial Owners.  Requests and directions from,
and votes of, the Depository as Noteholder of the Term Notes shall not be deemed
inconsistent if they are made with respect to different  Beneficial  Owners. The

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<PAGE>

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 Term 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.

               (b)On each Payment Date, the aggregate  Variable  Funding Balance
of each Class of the  Variable  Funding  Notes shall be  increased  by an amount
equal to the Balance  Differential  for the related  Loan Group for such Payment
Date,  subject  to the  Maximum  Variable  Funding  Balance  and the  terms  and
conditions set forth below.

               (c)Each  Variable  Funding  Note issued on the Closing Date shall
bear the Designation  "VFN 1" and each new Variable  Funding Note related to the
same Loan  Group will bear  sequential  numerical  designations  in the order of
their issuance.

               (d)Subject  to the  following  conditions,  the Variable  Funding
Notes may be exchanged  pursuant to Section 4.02 for one or more Capped  Funding
Notes.  The  Indenture  Trustee shall not be required to  authenticate  any such
Capped  Funding Note unless a form of such Capped Funding Note has been provided
by the Issuer to the  Indenture  Trustee at the Issuer's  expense.  Prior to any
such  exchange,  the party  requesting  the exchange  must provide an Opinion of
Counsel, addressed to the Enhancer, the Issuer and the Indenture Trustee, to the
effect  that the Capped  Funding  Notes shall  qualify  for  federal  income tax
purposes as indebtedness of the Issuer and the Issuer will not be  characterized
as an association (or a publicly traded partnership) taxable as a corporation or
a taxable  mortgage  pool within the meaning of Section  7701(i) of the Code. If
required  by the  Opinion of  Counsel,  the Capped  Funding  Notes may be issued
concurrently  with a reduction in the Variable  Funding  Balance of the Variable
Funding  Notes and an  equivalent  increase  in the  Certificate  Balance of the
Certificates,  pursuant to Section 3.12 of the Trust Agreement.  Upon receipt of
the Opinion of Counsel,  the Indenture  Trustee shall issue Capped Funding Notes
with a Capped  Funding  Balance equal to the Capped  Funding  Balance  permitted
under  such  Opinion  of  Counsel,  in  minimum  denominations  as set  forth in
subsection  (a)  above.  The Capped  Funding  Notes  shall bear the  designation
"Capped" in addition to any other  applicable  designation,  and shall relate to
the Loan Group to which the Variable Funding Notes exchanged  therefor  related.
The initial Security Balance of the Variable Funding Note issued in exchange for
the Variable Funding Note so surrendered  shall be equal to the Security Balance


                                       22
<PAGE>

of  such  Note as of the  date of  surrender  minus  the sum of (i) the  initial
Security  Balance of the Capped Funding Notes so issued and (ii) any increase in
the Certificate  Balance of the  Certificates  referred to above.  The Indenture
Trustee  and the  Issuer  agree to  cooperate  with  each  other  and the  party
requesting the exchange of Variable  Funding Notes for Capped Funding Notes, the
Enhancer,  the  Depositor,  the  Seller  and the Owner  Trustee  and to cause no
unreasonable  delay in issuing  Capped  Funding  Notes in  connection  with this
Section  and Section  3.12 of the Trust  Agreement.  The Holder of the  Variable
Funding  Notes so  surrendered  shall  give prior  written  notice to the Rating
Agencies of any such exchange.

        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.

        No Variable  Funding Note,  other than any Capped Funding Notes,  may be
transferred to any Person other than an Affiliate of the Seller.  Subject to the
provisions set forth below,  Capped Funding Notes may be  transferred,  provided
that with respect to the initial  transfer  thereof by the Seller prior  written
notification  of such transfer shall have been given to the Rating  Agencies and
to the Enhancer by the Seller.

        No transfer,  sale, pledge or other disposition of a Capped Funding Note
shall be made unless such transfer,  sale, pledge or other disposition is exempt
from the  registration  requirements  of the Securities  Act, and any applicable
state  securities  laws or is made in accordance  with said Act and laws. In the
event of any such  transfer,  the Indenture  Trustee or the Issuer shall require
the  transferee to execute either (i)(a) an investment  letter in  substantially
the form attached hereto as Exhibit B (or in such form and substance  reasonably
satisfactory to the Indenture  Trustee and the Issuer) which investment  letters
shall not be an  expense  of the  Owner  Trustee,  the  Indenture  Trustee,  the
Servicer,  the Depositor or the Issuer and which investment  letter states that,
among other things, such transferee (a) is a "qualified  institutional buyer" as
defined  under Rule 144A,  acting for its own  account or the  accounts of other
"qualified  institutional  buyers" as defined under Rule 144A,  and (b) is aware
that the proposed  transferor intends to rely on the exemption from registration
requirements  under  the  Securities  Act,  provided  by Rule  144A or (ii)  the
Indenture  Trustee shall require the transferee to execute an investment  letter
in  substantially  the form of Exhibit C acceptable to and in form and substance
reasonably  satisfactory to the Issuer and the Indenture  Trustee  certifying to
the Issuer and the Indenture Trustee the facts surrounding such transfer,  which
investment  letter  shall not be an  expense  of the  Indenture  Trustee  or the
Issuer.  Any  Noteholder  of a Capped  Funding Note that does not execute such a
certificate or transfer letter shall be deemed to have made the  representations
set forth  therein.  The  Noteholder of a Capped Funding Note desiring to effect
such transfer shall, and does hereby agree to, indemnify the Indenture  Trustee,
the  Enhancer  and the  Issuer  against  any  liability  that may  result if the
transfer  is not so exempt or is not made in  accordance  with such  federal and
state laws. In addition,  any  Noteholder  of a Capped  Funding Note desiring to


                                       23
<PAGE>

effect any such transfer shall deliver,  if any private placement  memorandum or
other offering  document prepared in connection with the offering of such Capped
Funding Notes  specifies  that such delivery will be required,  to the Indenture
Trustee and the Servicer,  either (i) a certificate  substantially to the effect
of the  certification  set forth in Exhibit G to the Trust  Agreement or (ii) an
Opinion of Counsel that establishes to the satisfaction of the Indenture Trustee
and the  Servicer  that  the  purchase  of  Certificates  is  permissible  under
applicable  law,  will not  constitute  or result in any  non-exempt  prohibited
transaction  under  ERISA or Section  4975 of the Code and will not  subject the
Indenture  Trustee or the Servicer to any  obligation  or  liability  (including
obligations or liabilities  under ERISA or Section 4975 of the Code) in addition
to those undertaken in this Indenture,  which Opinion of Counsel shall not be an
expense of the Indenture Trustee or the Servicer.

        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.
With respect to any  surrender of Capped  Funding  Notes for  exchange,  the new
Notes  delivered  in exchange  therefor  will bear the  designation  "Capped" in
addition  to any  other  applicable  designations.  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

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<PAGE>

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 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.

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<PAGE>

        Section  4.04  Persons  Deemed  Owners.  Prior  to due  presentment  for
registration of transfer of any Note, the Issuer,  the Indenture Trustee and any
agent of the Issuer or the Indenture  Trustee may treat the Person in whose name
any Note is  registered  (as of the day of  determination)  as the owner of such
Note for the purpose of receiving payments of principal of and interest, if any,
on such Note and for all other purposes whatsoever,  whether or not such Note be
overdue,  and none of the  Issuer,  the  Indenture  Trustee  or any agent of the
Issuer or the Indenture Trustee shall be affected by notice to the contrary.

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

        Section 4.06 Book-Entry  Notes.  Each Class of Term 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 Term 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 Term 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 Term  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

                                       26
<PAGE>

               (e)whenever  this  Indenture  requires  or permits  actions to be
taken  based  upon  instructions  or  directions  of  Noteholders  of Term Notes
evidencing a specified  percentage  of the Term Note Balances of the Term 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 Term 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 Term  Notes is  required  under  this
Indenture,  unless and until  Definitive  Term 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 Term 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 Term Notes and the  Indenture  Trustee is
unable to locate a qualified  successor,  (ii) the Indenture  Trustee  elects to
terminate the  book-entry  system  through the  Depository,  (iii) the Indenture
Trustee  receives actual  knowledge of a proposed  transfer of a Term Note to an
"accredited  investor" in accordance with Section 4.02 and Exhibit C hereof,  or
(iv) after the  occurrence  of an Event of  Default,  Beneficial  Owners of Term
Notes representing  beneficial interests  aggregating at least a majority of the
aggregate  Term Note Balance of the Term Notes advise the  Depository in writing
that the continuation of a book-entry system through the Depository is no longer
in the best interests of the Beneficial Owners, then the Depository shall notify
all  Beneficial  Owners and the Indenture  Trustee of the occurrence of any such
event  and  of  the  availability  of  Definitive  Notes  to  Beneficial  Owners
requesting the same. Upon surrender to the Indenture  Trustee of the typewritten
Term 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 be
treated as indebtedness for purposes of such taxes and in addition,  for federal
tax purposes, the Class II Notes will qualify as regular interests in a REMIC as
defined in the Code.  The Issuer,  by  entering  into this  Indenture,  and each
Noteholder,  by its  acceptance  of its Note (and each  Beneficial  Owner by its

                                       27
<PAGE>

acceptance of an interest in the applicable Book-Entry Note), agree to treat the
Notes for federal,  state and local  income,  single  business and franchise tax
purposes as  indebtedness  for purposes of such taxes and in  addition,  for the
Class II Notes, as regular interests in a REMIC as defined in the Code.

        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,

                    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;

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<PAGE>

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

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

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

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

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

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

                                       29
<PAGE>

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

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

                      (v) exercise any remedies of a secured party under the UCC
        and take any other appropriate  action to protect and enforce the rights
        and remedies of the Enhancer hereunder.

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

        Section 4.13  Repayment of Monies Held by Paying  Agent.  In  connection
with the satisfaction and discharge of this Indenture with respect to the Notes,
all monies  then held by any Paying  Agent  (other than the  Indenture  Trustee)
under the provisions of this  Indenture  with respect to such Notes shall,  upon
demand of the Issuer,  be paid to the  Indenture  Trustee to be held and applied
according to Section 3.05;  and  thereupon,  such Paying Agent shall be released
from all further liability with respect to such monies.

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

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

                                    ARTICLE V

                              Default And Remedies

        Section  5.01  Events  of  Default.  The  Issuer  shall  deliver  to the
Indenture  Trustee  and the  Enhancer,  within  five days after  learning of the
occurrence  of any event  that with the  giving of notice  and the lapse of time
would become an Event of Default under clause (b) of the definition of "Event of

                                       30
<PAGE>

Default"  written  notice in the form of an Officer's  Certificate of its status
and what action the Issuer is taking or proposes to take with respect thereto.

        Section 5.02 Acceleration of Maturity;  Rescission and Annulment.  If an
Event of Default shall occur and be continuing,  then and in every such case the
Indenture Trustee, acting at the direction of the Enhancer or the Noteholders of
Notes representing not less than a majority of the aggregate Note Balance of the
Notes,  with the written  consent of the  Enhancer,  may declare the Notes to be
immediately  due and  payable by a notice in  writing to the Issuer  (and to the
Indenture Trustee if given by Noteholders);  and upon any such declaration,  the
unpaid principal amount of the Notes,  together with accrued and unpaid interest
thereon  through the date of  acceleration,  shall  become  immediately  due and
payable.

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

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

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

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

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

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

     Section  5.03  Collection  of  Indebtedness  and Suits for  Enforcement  by
Indenture Trustee.

               (a)The Issuer covenants that if default in the payment of (i) any
interest on any Note when the same  becomes due and  payable,  and such  default
continues for a period of five days, or (ii) the principal of or any installment
of the  principal of any Note when the same becomes due and payable,  the Issuer

                                       31
<PAGE>

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 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


                                       32
<PAGE>

        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


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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 of the Term Notes or the Variable
Funding Notes, as applicable.

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

        Section 5.04  Remedies; Priorities.

               (a)If an Event of Default shall have occurred and be  continuing,
then the Indenture  Trustee,  subject to the provisions of Section 10.17 hereof,
with the written  consent of the Enhancer  may, or, at the written  direction of
the Enhancer,  shall,  do one or more of the following,  in each case subject to
Section 5.05:

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

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

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

                      (iv)  sell the  Trust  Estate or any  portion  thereof  or
        rights or  interest  therein,  at one or more  public or  private  sales
        called and conducted in any manner permitted by law;

provided,  however,  that  the  Indenture  Trustee  may not  sell  or  otherwise
liquidate  the  Trust  Estate  following  an Event of  Default,  unless  (A) the
Indenture Trustee obtains the consent of the Enhancer, which consent will not be
unreasonably withheld, and the Noteholders of 100% of the aggregate Note Balance
of the Notes,  (B) the  proceeds of such sale or  liquidation  distributable  to
Noteholders  are sufficient to discharge in full all amounts then due and unpaid
upon the Notes for  principal and interest and to reimburse the Enhancer for any
amounts drawn under the Policy and any other amounts due the Enhancer  under the
Insurance  Agreement or (C) the Indenture  Trustee  determines that the Mortgage
Loans will not continue to provide sufficient funds for the payment of principal
of and  interest on the Notes as they would have become due if the Notes had not
been declared due and payable,  and the Indenture Trustee obtains the consent of
the  Enhancer,  which  consent  will  not  be  unreasonably  withheld,  and  the
Noteholders  of 66  2/3%  of  the  aggregate  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 this Section 5.04(a), the Indenture Trustee shall, for so long

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<PAGE>

as any principal or accrued  interest on the Notes remains  unpaid,  continue to
act as Indenture Trustee hereunder and to draw amounts payable under the related
Policy in accordance with its terms.

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

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

               SECOND:to  the  Noteholders  for  amounts  due and  unpaid on the
               related  Notes  for  interest,  ratably,  without  preference  or
               priority of any kind, according to the amounts due and payable on
               such  Notes for  interest  from  amounts  available  in the Trust
               Estate for such Noteholders;

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

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

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

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<PAGE>

Indenture  Trustee may, but need not, obtain and rely, and shall be protected in
relying in good faith, upon an opinion of an Independent  investment  banking or
accounting  firm of national  reputation as to the  feasibility of such proposed
action and as to the sufficiency of the Trust Estate for such purpose.

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

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

               (b)the  Noteholders  of not less than 25% of the  aggregate  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 or by the Enhancer.

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

        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

                                       36
<PAGE>

institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Noteholder.

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

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

        Section 5.10 Delay or Omission Not a Waiver. No delay or omission of the
Indenture  Trustee,  the  Enhancer or any  Noteholder  to exercise  any right or
remedy  accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence  therein.
Every  right  and  remedy  given by this  Article  V or by law to the  Indenture
Trustee or to the  Noteholders  may be exercised from time to time, and as often
as may be deemed expedient,  by the Indenture Trustee or by the Noteholders,  as
the case may be.

        Section 5.11 Control by Enhancer or  Noteholders.  The Enhancer (so long
as no Enhancer Default exists) or the Noteholders of a majority of the aggregate
Note Balance of Notes with the consent of the Enhancer,  shall have the right to
direct the time,  method and place of conducting  any  Proceeding for any remedy
available to the Indenture  Trustee with respect to the Notes or exercising  any
trust or power conferred on the Indenture Trustee, provided that:

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

               (b)subject to the express terms of Section 5.04, any direction to
the  Indenture  Trustee to sell or  liquidate  the Trust  Estate shall be by the
Enhancer (so long as no Enhancer  Default exists) or by the Noteholders of Notes
representing  not less than 100% of the aggregate Note Balance of the Notes with
the consent of the Enhancer;

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

                                       37
<PAGE>

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

Notwithstanding the rights of Noteholders set forth in this Section,  subject to
Section 6.01, the Indenture  Trustee need not take any action that it determines
(in its sole  discretion)  might  involve it in  liability  or might  materially
adversely  affect the rights of any  Noteholders  not consenting to such action,
unless the Trustee has received  satisfactory  indemnity  from the Enhancer or a
Noteholder.

        Section 5.12 Waiver of Past  Defaults.  Prior to the  declaration of the
acceleration  of the  maturity  of the Notes as provided  in Section  5.02,  the
Enhancer (so long as no Enhancer  Default exists) or the Noteholders of not less
than a majority of the aggregate Note Balance of the Notes,  with the consent of
the Enhancer,  may waive any past Event of Default and its consequences,  except
an Event of Default (a) with  respect to payment of  principal of or interest on
any of the Notes or (b) in respect of a covenant or provision hereof that cannot
be modified or amended  without the consent of the  Noteholder  of each Note. In
the  case  of any  such  waiver,  the  Issuer,  the  Indenture  Trustee  and the
Noteholders  shall be restored to their  respective  former positions and rights
hereunder;  but no such waiver shall extend to any  subsequent or other Event of
Default or impair any right consequent thereto.

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

        Section 5.13 Undertaking for Costs. All parties to this Indenture agree,
and each Noteholder by such Noteholder's acceptance of the related Note shall be
deemed to have  agreed,  that any court may in its  discretion  require,  in any
Proceeding for the enforcement of any right or remedy under this  Indenture,  or
in any Proceeding  against the Indenture Trustee for any action taken,  suffered
or omitted by it as Indenture Trustee,  the filing by any party litigant in such
Proceeding of an undertaking to pay the costs of such Proceeding,  and that such
court  may in its  discretion  assess  reasonable  costs,  including  reasonable
attorneys'  fees,  against  any party  litigant in such  Proceeding,  having due
regard to the merits and good faith of the claims or defenses made by such party
litigant;  but the  provisions  of this  Section 5.13 shall not apply to (a) any
Proceeding instituted by the Indenture Trustee, (b) any Proceeding instituted by
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

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<PAGE>

hinder,  delay or impede  the  execution  of any  power  herein  granted  to the
Indenture Trustee,  but will suffer and permit the execution of every such power
as though no such law had been enacted.

        Section 5.15  Sale of Trust Estate.

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

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

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

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

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

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<PAGE>

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

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

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

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

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

                      (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

                                       40
<PAGE>

any judgment by the Indenture  Trustee  against the Issuer or by the levy of any
execution  under such  judgment upon any portion of the Trust Estate or upon any
of the assets of the Issuer.  Any money or property  collected by the  Indenture
Trustee shall be applied in accordance with Section 5.04(b).

        Section 5.17  Performance and Enforcement of Certain Obligations.

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

               (b)If an Event of Default shall have occurred and be  continuing,
the Indenture Trustee,  as pledgee of the Mortgage Loans,  subject to the rights
of the Enhancer under the Servicing Agreement,  may, and at the direction (which
direction  shall be in writing or by telephone  (confirmed  in writing  promptly
thereafter))  of the Noteholders of 66 2/3% of the aggregate 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
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.

                                   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.


                                       41
<PAGE>

               (b)Except during the continuance of an Event of Default:

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

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

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

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

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

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

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

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

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

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


                                       42
<PAGE>

               (h)With  respect  to  each  Payment  Date,  on the  Business  Day
following the related Determination Date, the Indenture Trustee shall forward or
cause to be forwarded by mail,  or other  mutually  agreed-upon  method,  to the
Enhancer and the Servicer,  a statement setting forth, to the extent applicable,
(i) during the Pre-Funding Period, the Pre-Funded Amount as of such Payment Date
and any  transfers  of funds  in  connection  therewith,  and  (ii)  during  the
Revolving Period,  the amount of Principal  Collections to be deposited into the
Funding  Account in respect of such Payment  Date,  and the amount on deposit in
the Funding Account as of such Payment Date,  after giving effect to any amounts
so deposited therein.

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

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

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

        Section 6.02  Rights of Indenture Trustee.

               (a)The  Indenture  Trustee  may rely and  shall be  protected  in
acting or refraining  from acting in good faith upon any  resolution,  Officer's
Certificate,   opinion  of  counsel,  certificate  of  auditors,  or  any  other
certificate,  statement,  instrument,  report, notice, consent or other document
believed by it to be genuine and to have been signed or  presented by the proper
person.  The Indenture Trustee need not investigate any fact or matter stated in
any such document.

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

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


                                       43
<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  the  Enhancer  or  the
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  Enhancer or the  Noteholders,  pursuant to the
provisions of this Agreement,  unless the Enhancer or 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.

                                       44
<PAGE>

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

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

        Section 6.06 Reports by Indenture Trustee to Noteholders.  The Indenture
Trustee shall deliver to each Noteholder such  information as may be required to
enable such  Noteholder to prepare its federal and state income tax returns.  In
addition, upon Issuer Request, the Indenture Trustee shall promptly furnish such
information  reasonably  requested by the Issuer that is reasonably available to
the  Indenture  Trustee to enable the Issuer to perform  its  federal  and state
income tax reporting obligations.

        Section 6.07 Compensation and Indemnity.  The Indenture Trustee shall be
compensated  and  indemnified by the Servicer in accordance with Section 6.06 of
the Servicing  Agreement.  All amounts owing the Indenture  Trustee hereunder in
excess of such amount,  as well as any amount owed to the  Indenture  Trustee in
accordance  with  Section  6.06 of the  Servicing  Agreement,  to the extent the
Servicer  has failed to pay such  amount,  shall be paid  solely as  provided in
Section 3.05 hereof (subject to the priorities set forth therein). The Indenture
Trustee's  compensation  shall not be  limited by any law on  compensation  of a
trustee of an express trust.  The Issuer shall  reimburse the Indenture  Trustee
for all  reasonable  out-of-pocket  expenses  incurred or made by it,  including
costs of  collection,  in addition to the  compensation  for its services.  Such
expenses shall include the reasonable compensation,  expenses, disbursements and
advances of the Indenture  Trustee's agents,  counsel,  accountants and experts.
The Issuer  shall  indemnify  the  Indenture  Trustee  against any and all loss,
liability or expense  (including  attorneys'  fees) incurred by it in connection
with  the  administration  of this  trust  and  the  performance  of its  duties
hereunder.  The Indenture  Trustee shall notify the Issuer promptly of any claim
for which it may seek indemnity.  Failure by the Indenture  Trustee to so notify
the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer
shall defend any such claim, and the Indenture Trustee may have separate counsel
and the Issuer  shall pay the fees and expenses of such  counsel.  The Issuer is
not obligated to reimburse any expense or indemnify against any loss,  liability
or expense incurred by the Indenture Trustee through the Indenture Trustee's own
willful misconduct, negligence or bad faith.

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<PAGE>

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

        Section 6.08 Replacement of Indenture Trustee. No resignation or removal
of the Indenture  Trustee and no  appointment of a successor  Indenture  Trustee
shall become  effective  until the  acceptance of  appointment  by the successor
Indenture  Trustee  pursuant to this Section  6.08.  The  Indenture  Trustee may
resign at any time by so notifying the Issuer and the Enhancer.  The Enhancer or
the  Noteholders  of a majority of the  aggregate  Note Balance of the Notes may
remove the  Indenture  Trustee by so  notifying  the  Indenture  Trustee and the
Enhancer (if given by such  Noteholders)  and may appoint a successor  Indenture
Trustee.  Unless  a  Servicer  Default  has  occurred  and  is  continuing,  the
appointment  of any  successor  Indenture  Trustee shall be subject to the prior
written approval of the Servicer.  The Issuer shall remove the Indenture Trustee
if:

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

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

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

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

        If the Indenture Trustee resigns or is removed or if a vacancy exists in
the office of the  Indenture  Trustee for any reason (the  Indenture  Trustee in
such event being  referred to herein as the  retiring  Indenture  Trustee),  the
Issuer shall promptly appoint a successor  Indenture Trustee with the consent of
the Enhancer, which consent shall not be unreasonably withheld. In addition, the
Indenture Trustee shall resign to avoid being directly or indirectly  controlled
by the Issuer.

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

        If a successor  Indenture  Trustee  does not take office  within 60 days
after the retiring  Indenture  Trustee resigns or is removed,  then the retiring

                                       46
<PAGE>

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.

        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:

                                       47
<PAGE>

                      (i) all rights,  powers,  duties and obligations conferred
        or imposed upon the Indenture Trustee shall be conferred or imposed upon
        and  exercised or performed by the  Indenture  Trustee and such separate
        trustee or co-trustee  jointly (it being  understood  that such separate
        trustee or co-trustee is not  authorized to act  separately  without the
        Indenture  Trustee joining in such act), except to the extent that under
        any law of any  jurisdiction  in which any particular act or acts are to
        be performed the Indenture  Trustee shall be  incompetent or unqualified
        to perform such act or acts, in which event such rights,  powers, duties
        and  obligations  (including the holding of title to the Trust Estate or
        any portion  thereof in any such  jurisdiction)  shall be exercised  and
        performed singly by such separate  trustee or co-trustee,  but solely at
        the direction of the Indenture Trustee;

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

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

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

               (d)Any separate  trustee or co-trustee may at any time constitute
the  Indenture  Trustee,  its  agent or  attorney-in-fact  with  full  power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this 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

                                       48
<PAGE>

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.

               (b)The  Indenture  Trustee has the power and authority to execute
and  deliver  this  Indenture  and to carry out its  terms;  and the  execution,
delivery and  performance  of this  Indenture  have been duly  authorized by the
Indenture Trustee by all necessary corporate action.

               (c)The  consummation  of the  transactions  contemplated  by this
Indenture and the  fulfillment of the terms hereof do not conflict with,  result
in any  breach of any of the terms and  provisions  of, or  constitute  (with or
without notice or lapse of time) a default under,  the articles of  organization
or bylaws of the Indenture Trustee or any agreement or other instrument to which
the Indenture Trustee is a party or by which it is bound.

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

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

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

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

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

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

                                       49
<PAGE>

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

                                   ARTICLE VII

                         Noteholders' Lists and Reports

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


     The Issuer shall furnish or cause to be furnished to the Indenture  Trustee
(a) not more than five days after each Record Date, a list,  in such form as the
Indenture  Trustee may  reasonably  require,  of the names and  addresses of the
Noteholders as of such Record Date, and (b) at such other times as the Indenture
Trustee and the Enhancer may request in writing, within 30 days after receipt by
the Issuer of any such request,  a list of similar form and content as of a date
not more  than 10 days  prior  to the time  such  list is  furnished;  provided,
however,  that for so long as the Indenture  Trustee is the Note  Registrar,  no
such list need be furnished.

     Section 7.02 Preservation of Information; Communications to Noteholders.

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

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

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

        Section 7.03  Reports by Issuer.

               (a)The Issuer shall:

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

                      (ii) file with the Indenture  Trustee and the  Commission,
        in accordance with rules and regulations prescribed from time to time by


                                       50
<PAGE>

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

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

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

        Section  7.04  Reports by  Indenture  Trustee.  If  required  by TIA ss.
313(a), within 60 days after each January 1, beginning with January 1, 2002, the
Indenture Trustee shall make available to each Noteholder as required by TIA ss.
313(c) and to the Enhancer a brief  report  dated as of such date that  complies
with TIA ss.  313(a).  The  Indenture  Trustee  also shall  comply  with TIA ss.
313(b).

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

                                  ARTICLE VIII

                      Accounts, Disbursements and Releases

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

        Section 8.02  Trust Accounts.

               (a)On or prior to the Closing  Date,  the Issuer  shall cause the
Indenture  Trustee  to  establish  and  maintain,  in the name of the  Indenture

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Trustee,  for the benefit of the Noteholders,  the Certificate  Paying Agent, on
behalf of the Certificateholders,  and the Enhancer, the Note Payment Account as
provided in Section 3.01 of this Indenture and the Reserve Account.

               (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,  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.

        All monies  deposited from time to time in the Reserve Account  pursuant
to this Indenture are for the benefit of the Noteholders  and the Enhancer,  and
all investments  made with such monies,  including all income or other gain from
such investments, are for the benefit of the Noteholders.

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

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

        Section  8.04  Termination  Upon   Distribution  to  Noteholders.   This
Indenture and the respective  obligations and responsibilities of the Issuer and
the Indenture  Trustee created hereby shall  terminate upon the  distribution to
the   Noteholders,   the   Certificate   Paying   Agent   on   behalf   of   the
Certificateholders  and the  Indenture  Trustee of all  amounts  required  to be
distributed pursuant to Article III; provided,  however,  that in no event shall
the trust created  hereby  continue  beyond the  expiration of 21 years from the
death  of the  survivor  of the  descendants  of  Joseph  P.  Kennedy,  the late

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ambassador of the United States to the Court of St. James's,  living on the date
hereof.

        Section 8.05  Release of Trust Estate.

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

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

               (c)The Indenture  Trustee shall release property from the lien of
this  Indenture  pursuant to this  Section  8.05 only upon  receipt of an Issuer
Request  accompanied by an Officers'  Certificate and a letter from the Enhancer
stating that the Enhancer has no objection to such request from the Issuer.

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

        Section 8.06 Surrender of Notes Upon Final Payment. By acceptance of any
Note,  the  Noteholder  thereof  agrees to surrender  such Note to the Indenture
Trustee  promptly,  prior to such  Noteholder's  receipt  of the  final  payment
thereon.

                                   ARTICLE IX

                             Supplemental Indentures

        Section 9.01  Supplemental Indentures Without Consent of Noteholders.

               (a)Without the consent of the Noteholders of any Notes,  but with
prior  notice to the  Rating  Agencies  and the  prior  written  consent  of the
Enhancer (which consent shall not be unreasonably withheld),  unless an Enhancer
Default  shall  have  occurred,  the  Issuer  and the  Indenture  Trustee,  when
authorized by an Issuer  Request,  at any time and from time to time,  may enter
into one or more  indentures  supplemental  hereto  (which shall  conform to the
provisions  of the Trust  Indenture Act as in force at the date of the execution
thereof),  in  form  satisfactory  to  the  Indenture  Trustee,  for  any of the
following purposes:

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<PAGE>

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

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

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

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

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

                      (vi) to make any other  provisions with respect to matters
        or  questions  arising  under  this  Indenture  or in  any  supplemental
        indenture; provided, that such action shall not materially and adversely
        affect the interests of the Noteholders or the Enhancer (as evidenced by
        an Opinion of Counsel);

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

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

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

        The Indenture  Trustee is hereby  authorized to join in the execution of
any such supplemental  indenture and to make any further appropriate  agreements
and stipulations that may be therein contained.

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<PAGE>

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

        Section 9.02  Supplemental  Indentures With Consent of Noteholders.  The
Issuer and the Indenture  Trustee,  when authorized by an Issuer  Request,  may,
with prior  notice to the Rating  Agencies  and with the consent of the Enhancer
and the  Noteholders  of not less than a majority  of the Note  Balances 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 the Note  Balances of any Class of
Notes,  the  consent  of the  Noteholders  of  which  is  required  for any such
supplemental  indenture,  or the consent of the Noteholders of which is required
for any waiver of  compliance  with  certain  provisions  of this  Indenture  or
certain  defaults  hereunder  and  their  consequences   provided  for  in  this
Indenture;

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

               (d)reduce the  percentage  of the  aggregate  Note Balance 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;

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<PAGE>

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

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

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

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

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

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

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

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<PAGE>

        Section 9.05  Conformity  with Trust  Indenture Act. Every  amendment of
this  Indenture  and every  supplemental  indenture  executed  pursuant  to this
Article IX shall conform to the  requirements of TIA as in effect at the time of
such amendment or supplement so long as this  Indenture  shall then be qualified
under TIA.

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

                                    ARTICLE X

                                  Miscellaneous

        Section 10.01 Compliance Certificates and Opinions, etc.

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

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

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

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

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

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<PAGE>

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

                      (v) if the  signer  of  such  certificate  or  opinion  is
        required to be Independent,  the statement required by the definition of
        the term "Independent".

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

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

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        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, 2001, an Officer's Certificate
        of the Issuer stating that all the dispositions of Collateral  described
        in clauses  (A) or (B) above that  occurred  during  the  preceding  six
        calendar  months (or such longer  period,  in the case of the first such
        Officer's  Certificate)  were in the  ordinary  course  of the  Issuer's
        business and that the proceeds  thereof were applied in accordance  with
        the Basic Documents.

        Section 10.02 Form of Documents Delivered to Indenture Trustee.

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

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

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

        Whenever  in this  Indenture,  in  connection  with any  application  or
certificate or report to the Indenture  Trustee,  it is provided that the Issuer
shall  deliver any document as a condition of the granting of such  application,
or as evidence of the Issuer's  compliance with any term hereof,  it is intended
that the truth and accuracy,  at the time of the granting of such application or
at the effective date of such certificate or report (as the case may be), of the
facts and  opinions  stated in such  document  shall in such case be  conditions
precedent to the right of the Issuer to have such application  granted or to the


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sufficiency of such certificate or report. The foregoing shall not, however,  be
construed  to affect the  Indenture  Trustee's  right to rely upon the truth and
accuracy of any statement or opinion  contained in any such document as provided
in Article VI.

        Section 10.03 Acts of Noteholders.

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

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

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

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

        Section 10.04 Notices, etc., to Indenture Trustee,  Issuer, Enhancer and
Rating Agencies. Any request, demand, authorization, direction, notice, consent,
waiver or Act of  Noteholders or other  documents  provided or permitted by this
Indenture  shall  be in  writing  and if such  request,  demand,  authorization,
direction,  notice,  consent,  waiver or Act of  Noteholders is to be made upon,
given or furnished to or filed with:

               (a)the Indenture Trustee by any Noteholder or by the Issuer shall
be sufficient for every purpose hereunder if made, given,  furnished or filed in
writing to or with the Indenture  Trustee at its  Corporate  Trust Office with a
copy to Bank  One,  National  Association,  1 Bank One  Plaza,  Suite  IL1-0126,
Chicago, Illinois 60670-0126,  Attention:  GMACM 2001-HE2. The Indenture Trustee
shall promptly  transmit any notice  received by it from the  Noteholders to the
Issuer,

               (b)the Issuer by the Indenture Trustee or by any Noteholder shall
be sufficient for every purpose hereunder if in writing and mailed  first-class,
postage  prepaid to the  Issuer  addressed  to:  GMACM  Home  Equity  Loan Trust

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2001-HE2,  in care of the  Owner  Trustee,  or at any other  address  previously
furnished in writing to the  Indenture  Trustee by the Issuer.  The Issuer shall
promptly  transmit  any  notice  received  by it  from  the  Noteholders  to the
Indenture Trustee, or

               (c)the  Enhancer by the Issuer,  the Indenture  Trustee or by any
Noteholders  shall be sufficient  for every purpose  hereunder to in writing and
mailed,  first-class postage pre-paid, or personally delivered or telecopied to:
Financial  Guaranty  Insurance  Company,  115  Broadway,  New  York,  NY  10006,
Attention: Research and Risk Management (GMACM Home Equity Loan Trust 2001-HE2),
telecopier  number (212)  312-3215.  The Enhancer  shall  promptly  transmit any
notice received by it from the Issuer,  the Indenture Trustee or the Noteholders
to the Issuer or Indenture Trustee, as the case may be.

        Notices  required to be given to the Rating Agencies by the Issuer,  the
Indenture Trustee or the Owner Trustee shall be in writing, personally delivered
or mailed by certified  mail,  return receipt  requested,  to (i) in the case of
Fitch, at the following address:  Fitch, Inc., One State Street Plaza, New York,
New York  10004,  Attention:  Residential  Mortgage  Group,  (ii) in the case of
Moody's,  at  the  following  address:  Moody's  Investors  Service,  Inc.,  ABS
Monitoring  Department,  99 Church Street, New York, New York 10007 and (iii) in
the case of Standard & Poor's, at the following  address:  Standard & Poor's, 26
Broadway,  15th  Floor,  New  York,  New York  10004,  Attention:  Asset  Backed
Surveillance 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.

        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.

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

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

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

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

        Section  10.08  Effect of  Headings.  The Article  and Section  headings
herein are for convenience only and shall not affect the construction hereof.

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

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

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

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

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        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
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,

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and to discuss the Issuer's  affairs,  finances  and accounts  with the Issuer's
officers,  employees, and Independent certified public accountants,  all at such
reasonable  times and as often as may be  reasonably  requested.  The  Indenture
Trustee shall and shall cause its representatives to hold in confidence all such
information  except to the extent  disclosure  may be  required  by law (and all
reasonable applications for confidential treatment are unavailing) and except to
the  extent  that the  Indenture  Trustee  may  reasonably  determine  that such
disclosure is consistent with its obligations hereunder.

ARTICLE XI

                                REMIC Provisions

Section 11.01 REMIC Administration.

(a) The REMIC  Administrator  shall make an election to treat the Mortgage Loans
in Loan Group II and the proceeds of the Mortgage Loans in Loan Group II and the
proceeds  of the Group II Policy on deposit  in the  Distribution  Account,  the
Custodial Account and the Note Payment Account 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
that portion 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  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,  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.

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

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

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

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writing that it has received an Opinion of Counsel to the effect that an Adverse
REMIC Event could  occur with  respect to such  action.  In  addition,  prior to
taking any action with  respect to any of the REMICs  created  hereunder  or any
related assets thereof,  or causing any of the REMICs to take any action,  which
is not  expressly  permitted  under the terms of this  Agreement,  the Indenture
Trustee  will  consult  with  the  Servicer  or  the  REMIC  Administrator,   as
applicable,  or its  designee,  in writing,  with respect to whether such action
could cause an Adverse  REMIC Event to occur with  respect to any of the REMICs,
and the  Indenture  Trustee shall not take any such action or cause either REMIC
to take any such action as to which the Servicer or the REMIC Administrator,  as
applicable,  has advised it in writing that an Adverse  REMIC Event could occur.
The Servicer or the REMIC Administrator, as applicable, may consult with counsel
to make such  written  advice,  and the cost of same shall be borne by the party
seeking to take the action not expressly permitted by this Agreement,  but in no
event at the expense of the Servicer or the REMIC Administrator. At all times as
may be required by the Code,  the Servicer will to the extent within its control
and the  scope of its  duties  more  specifically  set  forth  herein,  maintain
substantially  all of the assets of each REMIC  created  hereunder as "qualified
mortgages"  as  defined  in  Section  860G(a)(3)  of  the  Code  and  "permitted
investments" as defined in Section 860G(a)(5) of the Code.

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


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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 Class II Notes or Group II  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.

(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 Class II Notes and Class SB-II  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
3.05 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.

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(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
Company,  the  REMIC  Administrator  and the  Servicer  for any  taxes and costs
including,  without  limitation,  any  reasonable  attorneys  fees imposed on or
incurred  by the Trust  Estate,  the Company 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
Company, 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 Company, 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.

(o) The Servicer  agrees to indemnify the Trust Estate,  the Company,  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 Company, 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  shall make an election  to treat the  Mortgage
Loans in Loan Group II and the proceeds of the  Mortgage  Loans in Loan Group II
and the proceeds of the Group II Policy on deposit in the Distribution  Account,
the  Custodial  Account and the Note Payment  Account 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.

                                       68
<PAGE>

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

        The Class II Notes and the Class  SB-II  Certificates  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.


                                       69
<PAGE>


        IN WITNESS  WHEREOF,  the Issuer and the  Indenture  Trustee have caused
their names to be signed  hereto by their  respective  officers  thereunto  duly
authorized, all as of the day and year first above written.


                               GMACM HOME EQUITY LOAN TRUST 2001-HE2, 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


                                       70
<PAGE>


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

        On  this  ___  day  of  June,  2001,   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


                                       71
<PAGE>


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

        On this ___ day of June, 2001, 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


                                       72
<PAGE>


                                   EXHIBIT A-1
                               FORM OF TERM NOTES

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

THIS TERM NOTE DOES NOT  REPRESENT AN INTEREST IN OR  OBLIGATION OF THE SELLERS,
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.

                            GMACM HOME EQUITY LOAN TRUST 2001-HE2

                     GMACM Home Equity Loan-Backed Term Note, Class I-A-1

Registered                                  Initial Note Balance:
                                            $224,356,000

No. R-1                                     Note Rate:  Variable

                                            CUSIP NO. 361856 BH 9

        GMACM Home Equity Loan Trust  2001-HE2,  a business trust duly organized
and existing under the laws of the State of Delaware  (herein referred to as the
"Issuer"),  for  value  received,  hereby  promises  to pay to Cede & Co. or its
registered  assigns,  the principal sum of two hundred twenty-four million three
hundred fifty-six thousand dollars ($224,356,000),  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
I-A-1 Term Notes) of the aggregate amount, if any, payable from the Note Payment
Account in respect of principal of the Class I-A-1 Term Notes (the "Term Notes")
pursuant  to  Section  3.05 of the  indenture  dated  as of June 28,  2001  (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  Term Note  shall be due and  payable  on the

                                      A-1-1
<PAGE>

Payment  Date in December  2026,  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 Term Notes will be paid  monthly on each Payment Date at
the Note Rate for the related  Interest  Period subject to limitations  that may
result in Interest Shortfalls (as further described in the Indenture).  The Note
Rate for each Interest  Period will be a floating rate equal to the least of (i)
LIBOR plus 0.22% per annum (or, for each  Interest  Period  beginning  after any
Payment Date on which the aggregate Note Balance is less than 10% of the initial
aggregate Note Balance,  LIBOR plus 0.44% per annum),  (ii) the Net WAC Rate and
(iii)  13.00% per  annum.  LIBOR for each  applicable  Interest  Period  will be
determined  on the second  LIBOR  Business  Day  immediately  preceding  (i) the
Closing Date in the case of the first Interest  Period and (ii) the first day of
each  succeeding  Interest  Period by the Indenture  Trustee as set forth in the
Indenture.  All  determinations  of LIBOR by the Indenture Trustee shall, in the
absence of manifest  error,  be conclusive for all purposes,  and each holder of
this  Term  Note,  by  accepting  this  Term  Note,  agrees  to be bound by such
determination. Interest on this Term 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  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 Term Note shall be paid in the manner  specified on the reverse
hereof.

        Principal  of and interest on this Term 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 Term Note  shall be  applied  first to  interest  due and
payable on this Term Note as provided above and then to the unpaid  principal of
this Term Note.

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

        Unless the certificate of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual  signature,  this Term 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 Term Note is one of a duly  authorized  issue of Term  Notes of the
Issuer,  designated  as its GMACM Home Equity  Loan-Backed  Term  Notes,  Series
2001-HE2 (the "Series 2001-HE2 Term 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 2001-HE2 Term
Notes. The Series 2001-HE2 Term Notes are subject to all terms of the Indenture.

                                      A-1-2
<PAGE>

        The  Series   2001-HE2  Term  Notes  and  the  Variable   Funding  Notes
(collectively,  the "Notes") are and will be equally and ratably  secured by the
collateral pledged as security therefor as provided in the Indenture.

        This  Term  Note is  entitled  to the  benefits  of an  irrevocable  and
unconditional  financial  guaranty insurance policy issued by Financial Guaranty
Insurance Company.

        Principal  of and  interest  on this Term Note will be  payable  on each
Payment  Date,  commencing  on July 25, 2001,  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 Term Note shall be due and
payable in full on the Payment Date in December 2026 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, the Enhancer or the Noteholders of Notes representing not
less than a majority  of the  aggregate  Note  Balance  of the  Notes,  with the
consent of the Enhancer, 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  Term  Notes  shall be made pro  rata to the  Noteholders  of Term  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  Term  Note  (or  any one or more
predecessor  Term Notes) effected by any payments made on any Payment Date shall
be binding  upon all future  Noteholders  of this Term Note and of any Term 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  Term  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 Term 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 Term Note may be  registered  on the Note
Register upon  surrender of this Term 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

                                        A-1-3

<PAGE>

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 Term 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 Term 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 Term Note.

        Each Noteholder or Beneficial Owner of a Term Note, by its acceptance of
a Term Note, or, in the case of a Beneficial  Owner of a Term Note, a beneficial
interest in a Term 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 Sellers,  the Servicer,  the Depositor or the Indenture Trustee on
the Term  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 Term Note, by its acceptance of
a Term Note or, in the case of a  Beneficial  Owner of a Term Note, a beneficial
interest in a Term 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 Sellers, the Servicer, GMAC Mortgage Group,
Inc. or the  Issuer,  or join in any  institution  against  the  Depositor,  the
Sellers,  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 Term Notes,  the  Indenture  or the other
Basic Documents.

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

                                        A-1-4
<PAGE>

Indenture  Trustee  may treat the  Person in the name of which this Term 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 Term 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
2001-HE2  Term  Notes  under the  Indenture  at any time by the  Issuer  and the
Indenture  Trustee with the consent of the Enhancer 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 2001-HE2 Term Notes, on behalf of
the Noteholders of all Series  2001-HE2 Term 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 Term Note (or any one of more  predecessor  Term Notes) shall
be conclusive and binding upon such  Noteholder and upon all future  Noteholders
of this Term Note and of any Term 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 Term 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
2001-HE2  Term  Notes  issued  thereunder  but with  prior  notice to the Rating
Agencies and the Enhancer.

        The term  "Issuer" as used in this Term 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 Term Notes under the Indenture.

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

        This Term 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 Term 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 Term
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

                                        A-1-5
<PAGE>

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  Term  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 Term 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 Term Note.

                                        A-1-6

<PAGE>


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




                        GMACM HOME EQUITY LOAN TRUST 2001-HE2



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

Dated:  June 28, 2001

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





                          CERTIFICATE OF AUTHENTICATION

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



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

Dated: June 28, 2001

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

                                        A-1-7

<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  Term  Note  and  all  rights  thereunder,  and  hereby  irrevocably
constitutes and appoints ___________________________, attorney, to transfer said
Term  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  Term 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.  *


                                        A-1-8
<PAGE>


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

THIS TERM NOTE DOES NOT  REPRESENT AN INTEREST IN OR  OBLIGATION OF THE SELLERS,
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.


                            GMACM HOME EQUITY LOAN TRUST 2001-HE2


                     GMACM Home Equity Loan-Backed Term Note, Class I-A-2

Registered                                       Initial Note Balance:
                                                 $255,444,000

No. R-1                                          Note Rate:  Variable

                                                 CUSIP NO. 361856 BJ 5

        GMACM Home Equity Loan Trust  2001-HE2,  a business trust duly organized
and existing under the laws of the State of Delaware  (herein referred to as the
"Issuer"),  for  value  received,  hereby  promises  to pay to Cede & Co. or its
registered  assigns,  the principal sum of two hundred  fifty-five  million four
hundred forty-four thousand dollars ($225,444,000), 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
I-A-2 Term Notes) of the aggregate amount, if any, payable from the Note Payment
Account in respect of principal of the Class I-A-2 Term Notes (the "Term Notes")
pursuant  to  Section  3.05 of the  indenture  dated  as of June 28,  2001  (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  Term Note  shall be due and  payable  on the
Payment  Date in December  2026,  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.

                                        A-1-9
<PAGE>

        Interest on the Term Notes will be paid  monthly on each Payment Date at
the Note Rate for the related  Interest  Period subject to limitations  that may
result in Interest Shortfalls (as further described in the Indenture).  The Note
Rate for each Interest  Period will be a floating rate equal to the least of (i)
LIBOR plus 0.23% per annum (or, for each  Interest  Period  beginning  after any
Payment Date on which the aggregate Note Balance is less than 10% of the initial
aggregate Note Balance,  LIBOR plus 0.46% per annum),  (ii) the Net WAC Rate and
(iii)  13.00% per  annum.  LIBOR for each  applicable  Interest  Period  will be
determined  on the second  LIBOR  Business  Day  immediately  preceding  (i) the
Closing Date in the case of the first Interest  Period and (ii) the first day of
each  succeeding  Interest  Period by the Indenture  Trustee as set forth in the
Indenture.  All  determinations  of LIBOR by the Indenture Trustee shall, in the
absence of manifest  error,  be conclusive for all purposes,  and each holder of
this  Term  Note,  by  accepting  this  Term  Note,  agrees  to be bound by such
determination. Interest on this Term 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  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 Term Note shall be paid in the manner  specified on the reverse
hereof.

        Principal  of and interest on this Term 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 Term Note  shall be  applied  first to  interest  due and
payable on this Term Note as provided above and then to the unpaid  principal of
this Term Note.

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

        Unless the certificate of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual  signature,  this Term 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 Term Note is one of a duly  authorized  issue of Term  Notes of the
Issuer,  designated  as its GMACM Home Equity  Loan-Backed  Term  Notes,  Series
2001-HE2 (the "Series 2001-HE2 Term 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 2001-HE2 Term
Notes. The Series 2001-HE2 Term Notes are subject to all terms of the Indenture.

        The  Series   2001-HE2  Term  Notes  and  the  Variable   Funding  Notes
(collectively,  the "Notes") are and will be equally and ratably  secured by the
collateral pledged as security therefor as provided in the Indenture.


                                        A-1-10

<PAGE>

        This  Term  Note is  entitled  to the  benefits  of an  irrevocable  and
unconditional  financial  guaranty insurance policy issued by Financial Guaranty
Insurance Company.

        Principal  of and  interest  on this Term Note will be  payable  on each
Payment  Date,  commencing  on July 25, 2001,  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 Term Note shall be due and
payable in full on the Payment Date in December 2026 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, the Enhancer or the Noteholders of Notes representing not
less than a majority  of the  aggregate  Note  Balance  of the  Notes,  with the
consent of the Enhancer, 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  Term  Notes  shall be made pro  rata to the  Noteholders  of Term  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  Term  Note  (or  any one or more
predecessor  Term Notes) effected by any payments made on any Payment Date shall
be binding  upon all future  Noteholders  of this Term Note and of any Term 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  Term  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 Term 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 Term Note may be  registered  on the Note
Register upon  surrender of this Term 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

                                        A-1-11

<PAGE>

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 Term 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 Term 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 Term Note.

        Each Noteholder or Beneficial Owner of a Term Note, by its acceptance of
a Term Note, or, in the case of a Beneficial  Owner of a Term Note, a beneficial
interest in a Term 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 Sellers,  the Servicer,  the Depositor or the Indenture Trustee on
the Term  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 Term Note, by its acceptance of
a Term Note or, in the case of a  Beneficial  Owner of a Term Note, a beneficial
interest in a Term 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 Sellers, the Servicer, GMAC Mortgage Group,
Inc. or the  Issuer,  or join in any  institution  against  the  Depositor,  the
Sellers,  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 Term Notes,  the  Indenture  or the other
Basic Documents.

        The Issuer has entered into the  Indenture  and this Term Note is issued
with the intention  that, for federal,  state and local income,  single business
and franchise tax purposes,  the Term Notes will qualify as  indebtedness of the
Issuer.  Each  Noteholder of a Term Note, by its  acceptance of a Term Note (and
each Beneficial Owner of a Term Note by its acceptance of a beneficial  interest
in a Term  Note),  agrees to treat the Term 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 Term
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 Term 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 Term Note be overdue,  and none of the Issuer, the Indenture Trustee or any
such agent shall be affected by notice to the contrary.

                                        A-1-12

<PAGE>

        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
2001-HE2  Term  Notes  under the  Indenture  at any time by the  Issuer  and the
Indenture  Trustee with the consent of the Enhancer 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 2001-HE2 Term Notes, on behalf of
the Noteholders of all Series  2001-HE2 Term 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 Term Note (or any one of more  predecessor  Term Notes) shall
be conclusive and binding upon such  Noteholder and upon all future  Noteholders
of this Term Note and of any Term 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 Term 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
2001-HE2  Term  Notes  issued  thereunder  but with  prior  notice to the Rating
Agencies and the Enhancer.

        The term  "Issuer" as used in this Term 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 Term Notes under the Indenture.

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

        This Term 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 Term 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 Term
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  Term  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 Term Note,
by its acceptance hereof, agrees that, except as expressly provided in the Basic

                                        A-1-13
<PAGE>

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 Term Note.


                                        A-1-14

<PAGE>


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


                            GMACM HOME EQUITY LOAN TRUST 2001-HE2



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

Dated:  June 28, 2001

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





                          CERTIFICATE OF AUTHENTICATION

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



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

Dated: June 28, 2001

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


                                        A-1-15
<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  Term  Note  and  all  rights  thereunder,  and  hereby  irrevocably
constitutes and appoints ___________________________, attorney, to transfer said
Term  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  Term Note in every
particular,  without  alteration,  enlargement  or  any  change  whatever.  Such
signature must be guaranteed by an "eligible guarantor  institution" meeting the
requirements of the Note Registrar,  which  requirements  include  membership or
participation  in STAMP or such other  "signature  guarantee  program" as may be
determined by the Note Registrar in addition to, or in substitution  for, STAMP,
all in  accordance  with the  Securities  Exchange  Act of 1934,  as amended.  *

<PAGE>



SOLELY  FOR U.S.  FEDERAL  INCOME  TAX  PURPOSES,  THIS TERM NOTE IS A  "REGULAR
INTEREST" IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").

THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,  AND
ANY TERM 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 TERM NOTE IS PAYABLE IN  INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY,  THE OUTSTANDING PRINCIPAL AMOUNT OF THIS TERM NOTE AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

THIS TERM NOTE DOES NOT  REPRESENT AN INTEREST IN OR  OBLIGATION OF THE SELLERS,
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.


                            GMACM HOME EQUITY LOAN TRUST 2001-HE2


                    GMACM Home Equity Loan-Backed Term Note, Class II-A-1

Registered                                      Initial Note Balance:
                                                $110,000,000

No. R-1                                         Note Rate:  Variable

                                                CUSIP NO. 361856 BA 4

        GMACM Home Equity Loan Trust  2001-HE2,  a business trust duly organized
and existing under the laws of the State of Delaware  (herein referred to as the
"Issuer"),  for  value  received,  hereby  promises  to pay to Cede & Co. or its
registered  assigns,  the  principal  sum of one  hundred  ten  million  dollars
($110,000,000),  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  II-A-1  Term  Notes) of the  aggregate
amount, if any, payable from the Note Payment Account in respect of principal of
the Class II-A-1 Term Notes (the "Term  Notes")  pursuant to Section 3.05 of the

                                        A-1-1

<PAGE>

indenture  dated as of June 28, 2001 (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 Term Note
shall be due and payable on the Payment  Date in September  2031,  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 Term Notes will be paid  monthly on each Payment Date at
the Note Rate for the related  Interest  Period subject to limitations  that may
result in Interest Shortfalls (as further described in the Indenture).  The Note
Rate for each Interest Period will be a floating rate equal to the lesser of (i)
LIBOR plus  0.12% per annum and (ii) the  related  Net WAC Rate.  LIBOR for each
applicable  Interest  Period will be determined on the second LIBOR Business Day
immediately  preceding  (i) the Closing  Date in the case of the first  Interest
Period  and  (ii)  the  first  day of each  succeeding  Interest  Period  by the
Indenture Trustee as set forth in the Indenture.  All determinations of LIBOR by
the Indenture Trustee shall, in the absence of manifest error, be conclusive for
all purposes,  and each holder of this Term Note,  by accepting  this Term Note,
agrees to be bound by such determination. Interest on this Term 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  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  Term Note  shall be paid in the
manner specified on the reverse hereof.

        Principal  of and interest on this Term 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 Term Note  shall be  applied  first to  interest  due and
payable on this Term Note as provided above and then to the unpaid  principal of
this Term Note.

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

        Unless the certificate of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual  signature,  this Term 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 Term Note is one of a duly  authorized  issue of Term  Notes of the
Issuer,  designated  as its GMACM Home Equity  Loan-Backed  Term  Notes,  Series
2001-HE2 (the "Series 2001-HE2 Term 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 2001-HE2 Term
Notes. The Series 2001-HE2 Term Notes are subject to all terms of the Indenture.

        The  Series   2001-HE2  Term  Notes  and  the  Variable   Funding  Notes
(collectively,  the "Notes") are and will be equally and ratably  secured by the
collateral pledged as security therefor as provided in the Indenture.


                                        A-1-2

<PAGE>

        This  Term  Note is  entitled  to the  benefits  of an  irrevocable  and
unconditional  financial  guaranty insurance policy issued by Financial Guaranty
Insurance Company.

        Principal  of and  interest  on this Term Note will be  payable  on each
Payment  Date,  commencing  on July 25, 2001,  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 Term Note shall be due and
payable in full on the Payment Date in September 2031 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, the Enhancer or the Noteholders of Notes representing not
less than a majority  of the  aggregate  Note  Balance  of the  Notes,  with the
consent of the Enhancer, 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  Term  Notes  shall be made pro  rata to the  Noteholders  of Term  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  Term  Note  (or  any one or more
predecessor  Term Notes) effected by any payments made on any Payment Date shall
be binding  upon all future  Noteholders  of this Term Note and of any Term 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  Term  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 Term 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 Term Note may be  registered  on the Note
Register upon  surrender of this Term 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

                                        A-1-3

<PAGE>

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 Term 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 Term 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 Term Note.

        Each Noteholder or Beneficial Owner of a Term Note, by its acceptance of
a Term Note, or, in the case of a Beneficial  Owner of a Term Note, a beneficial
interest in a Term 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 Sellers,  the Servicer,  the Depositor or the Indenture Trustee on
the Term  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 Term Note, by its acceptance of
a Term Note or, in the case of a  Beneficial  Owner of a Term Note, a beneficial
interest in a Term 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 Sellers, the Servicer, GMAC Mortgage Group,
Inc. or the  Issuer,  or join in any  institution  against  the  Depositor,  the
Sellers,  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 Term Notes,  the  Indenture  or the other
Basic Documents.

        The Issuer has entered into the  Indenture  and this Term Note is issued
with the intention  that, for federal,  state and local income,  single business
and franchise tax purposes,  the Term Notes will qualify as  indebtedness of the
Issuer.  Each  Noteholder of a Term Note, by its  acceptance of a Term Note (and
each Beneficial Owner of a Term Note by its acceptance of a beneficial  interest
in a Term  Note),  agrees to treat the Term 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 Term
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 Term 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 Term Note be overdue,  and none of the Issuer, the Indenture Trustee or any
such agent shall be affected by notice to the contrary.

                                        A-1-4

<PAGE>

        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
2001-HE2  Term  Notes  under the  Indenture  at any time by the  Issuer  and the
Indenture  Trustee with the consent of the Enhancer 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 2001-HE2 Term Notes, on behalf of
the Noteholders of all Series  2001-HE2 Term 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 Term Note (or any one of more  predecessor  Term Notes) shall
be conclusive and binding upon such  Noteholder and upon all future  Noteholders
of this Term Note and of any Term 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 Term 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
2001-HE2  Term  Notes  issued  thereunder  but with  prior  notice to the Rating
Agencies and the Enhancer.

        The term  "Issuer" as used in this Term 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 Term Notes under the Indenture.

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

        This Term 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 Term 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 Term
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  Term  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 Term Note,
by its acceptance hereof, agrees that, except as expressly provided in the Basic

                                        A-1-5

<PAGE>

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 Term Note.

                                        A-1-6


<PAGE>


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


                          GMACM HOME EQUITY LOAN TRUST 2001-HE2



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

Dated:  June 28, 2001

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





                          CERTIFICATE OF AUTHENTICATION

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



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

Dated: June 28, 2001

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


                                        A-1-7

<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  Term  Note  and  all  rights  thereunder,  and  hereby  irrevocably
constitutes and appoints ___________________________, attorney, to transfer said
Term  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  Term 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.  *

                                        A-1-8

<PAGE>



SOLELY  FOR U.S.  FEDERAL  INCOME  TAX  PURPOSES,  THIS TERM NOTE IS A  "REGULAR
INTEREST" IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").

THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,  AND
ANY TERM 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 TERM NOTE IS PAYABLE IN  INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY,  THE OUTSTANDING PRINCIPAL AMOUNT OF THIS TERM NOTE AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

THIS TERM NOTE DOES NOT  REPRESENT AN INTEREST IN OR  OBLIGATION OF THE SELLERS,
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.


                            GMACM HOME EQUITY LOAN TRUST 2001-HE2


                    GMACM Home Equity Loan-Backed Term Note, Class II-A-2

Registered                                      Initial Note Balance:
                                                $94,000,000

No. R-1                                         Note Rate:  5.220%

                                                CUSIP NO. 361856 BB 2

        GMACM Home Equity Loan Trust  2001-HE2,  a business trust duly organized
and existing under the laws of the State of Delaware  (herein referred to as the
"Issuer"),  for  value  received,  hereby  promises  to pay to Cede & Co. or its
registered   assigns,   the  principal  sum  of  ninety-four   million   dollars
($94,000,000),  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  II-A-2  Term  Notes) of the  aggregate
amount, if any, payable from the Note Payment Account in respect of principal of
the Class II-A-2 Term Notes (the "Term  Notes")  pursuant to Section 3.05 of the
indenture  dated as of June 28, 2001 (the  "Indenture"),  between the Issuer and

                                        A-1-1

<PAGE>

Bank One, National Association,  as indenture trustee (the "Indenture Trustee");
provided,  however,  that the entire unpaid  principal  amount of this Term Note
shall be due and payable on the Payment  Date in September  2031,  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 Term Notes will be paid  monthly on each Payment Date at
the Note Rate for the related Interest Period.  The Note Rate for this Note will
be a fixed  rate  equal to 5.220%  per  annum.  Interest  on this Term Note will
accrue for each Payment Date during the calendar  month  preceding  the month in
which such Payment Date occurs. Interest will be computed on the basis a 360-day
year consisting of twelve 30 day months.  Principal of and interest on this Term
Note shall be paid in the manner specified on the reverse hereof.

        Principal  of and interest on this Term 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 Term Note  shall be  applied  first to  interest  due and
payable on this Term Note as provided above and then to the unpaid  principal of
this Term Note.

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

        Unless the certificate of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual  signature,  this Term 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 Term Note is one of a duly  authorized  issue of Term  Notes of the
Issuer,  designated  as its GMACM Home Equity  Loan-Backed  Term  Notes,  Series
2001-HE2 (the "Series 2001-HE2 Term 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 2001-HE2 Term
Notes. The Series 2001-HE2 Term Notes are subject to all terms of the Indenture.

        The  Series   2001-HE2  Term  Notes  and  the  Variable   Funding  Notes
(collectively,  the "Notes") are and will be equally and ratably  secured by the
collateral pledged as security therefor as provided in the Indenture.

        This  Term  Note is  entitled  to the  benefits  of an  irrevocable  and
unconditional  financial  guaranty insurance policy issued by Financial Guaranty
Insurance Company.

        Principal  of and  interest  on this Term Note will be  payable  on each
Payment  Date,  commencing  on July 25, 2001,  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 Term Note shall be due and
payable in full on the Payment Date in September 2031 pursuant to the Indenture,
to the extent not previously paid on a prior Payment Date.  Notwithstanding  the

                                        A-1-2

<PAGE>

foregoing,  if an Event of Default shall have occurred and be  continuing,  then
the Indenture Trustee, the Enhancer or the Noteholders of Notes representing not
less than a majority  of the  aggregate  Note  Balance  of the  Notes,  with the
consent of the Enhancer, 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  Term  Notes  shall be made pro  rata to the  Noteholders  of Term  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  Term  Note  (or  any one or more
predecessor  Term Notes) effected by any payments made on any Payment Date shall
be binding  upon all future  Noteholders  of this Term Note and of any Term 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  Term  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 Term 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 Term Note may be  registered  on the Note
Register upon  surrender of this Term 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 Term 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 Term 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 Term Note.

        Each Noteholder or Beneficial Owner of a Term Note, by its acceptance of
a Term Note, or, in the case of a Beneficial  Owner of a Term Note, a beneficial
interest in a Term Note,  covenants  and agrees  that no recourse  may be taken,

                                        A-1-3

<PAGE>

directly or indirectly, with respect to the obligations of the Issuer, the Owner
Trustee,  the Sellers,  the Servicer,  the Depositor or the Indenture Trustee on
the Term  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 Term Note, by its acceptance of
a Term Note or, in the case of a  Beneficial  Owner of a Term Note, a beneficial
interest in a Term 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 Sellers, the Servicer, GMAC Mortgage Group,
Inc. or the  Issuer,  or join in any  institution  against  the  Depositor,  the
Sellers,  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 Term Notes,  the  Indenture  or the other
Basic Documents.

        The Issuer has entered into the  Indenture  and this Term Note is issued
with the intention  that, for federal,  state and local income,  single business
and franchise tax purposes,  the Term Notes will qualify as  indebtedness of the
Issuer.  Each  Noteholder of a Term Note, by its  acceptance of a Term Note (and
each Beneficial Owner of a Term Note by its acceptance of a beneficial  interest
in a Term  Note),  agrees to treat the Term 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 Term
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 Term 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 Term 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
2001-HE2  Term  Notes  under the  Indenture  at any time by the  Issuer  and the
Indenture  Trustee with the consent of the Enhancer 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 2001-HE2 Term Notes, on behalf of

                                        A-1-4

<PAGE>

the Noteholders of all Series  2001-HE2 Term 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 Term Note (or any one of more  predecessor  Term Notes) shall
be conclusive and binding upon such  Noteholder and upon all future  Noteholders
of this Term Note and of any Term 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 Term 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
2001-HE2  Term  Notes  issued  thereunder  but with  prior  notice to the Rating
Agencies and the Enhancer.

        The term  "Issuer" as used in this Term 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 Term Notes under the Indenture.

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

        This Term 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 Term 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 Term
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  Term  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 Term 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 Term Note.

                                        A-1-5



<PAGE>


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


                           GMACM HOME EQUITY LOAN TRUST 2001-HE2



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

Dated:  June 28, 2001

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





                          CERTIFICATE OF AUTHENTICATION

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



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

Dated: June 28, 2001

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


                                        A-1-6

<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  Term  Note  and  all  rights  thereunder,  and  hereby  irrevocably
constitutes and appoints ___________________________, attorney, to transfer said
Term  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  Term 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.  *

                                        A-1-7


<PAGE>


SOLELY  FOR U.S.  FEDERAL  INCOME  TAX  PURPOSES,  THIS TERM NOTE IS A  "REGULAR
INTEREST" IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").

THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,  AND
ANY TERM 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 TERM NOTE IS PAYABLE IN  INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY,  THE OUTSTANDING PRINCIPAL AMOUNT OF THIS TERM NOTE AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

THIS TERM NOTE DOES NOT  REPRESENT AN INTEREST IN OR  OBLIGATION OF THE SELLERS,
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.


                            GMACM HOME EQUITY LOAN TRUST 2001-HE2


                    GMACM Home Equity Loan-Backed Term Note, Class II-A-3

Registered                                  Initial Note Balance:
                                            $36,000,000

No. R-1                                     Note Rate:  5.670%

                                            CUSIP NO. 361856 BC 0

        GMACM Home Equity Loan Trust  2001-HE2,  a business trust duly organized
and existing under the laws of the State of Delaware  (herein referred to as the
"Issuer"),  for  value  received,  hereby  promises  to pay to Cede & Co. or its
registered   assigns,   the  principal  sum  of   thirty-six   million   dollars
($36,000,000),  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  II-A-3  Term  Notes) of the  aggregate
amount, if any, payable from the Note Payment Account in respect of principal of
the Class II-A-3 Term Notes (the "Term  Notes")  pursuant to Section 3.05 of the

                                        A-1-1

<PAGE>

indenture  dated as of June 28, 2001 (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 Term Note
shall be due and payable on the Payment  Date in September  2031,  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 Term Notes will be paid  monthly on each Payment Date at
the Note Rate for the related Interest Period.  The Note Rate for this Note will
be a fixed  rate  equal to 5.670%  per  annum.  Interest  on this Term Note will
accrue for each Payment Date during the calendar  month  preceding  the month in
which such Payment Date occurs. Interest will be computed on the basis a 360-day
year consisting of twelve 30 day months.  Principal of and interest on this Term
Note shall be paid in the manner specified on the reverse hereof.

        Principal  of and interest on this Term 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 Term Note  shall be  applied  first to  interest  due and
payable on this Term Note as provided above and then to the unpaid  principal of
this Term Note.

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

        Unless the certificate of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual  signature,  this Term 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 Term Note is one of a duly  authorized  issue of Term  Notes of the
Issuer,  designated  as its GMACM Home Equity  Loan-Backed  Term  Notes,  Series
2001-HE2 (the "Series 2001-HE2 Term 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 2001-HE2 Term
Notes. The Series 2001-HE2 Term Notes are subject to all terms of the Indenture.

        The  Series   2001-HE2  Term  Notes  and  the  Variable   Funding  Notes
(collectively,  the "Notes") are and will be equally and ratably  secured by the
collateral pledged as security therefor as provided in the Indenture.

        This  Term  Note is  entitled  to the  benefits  of an  irrevocable  and
unconditional  financial  guaranty insurance policy issued by Financial Guaranty
Insurance Company.

        Principal  of and  interest  on this Term Note will be  payable  on each
Payment  Date,  commencing  on July 25, 2001,  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 Term Note shall be due and
payable in full on the Payment Date in September 2031 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

                                        A-1-2

<PAGE>

the Indenture Trustee, the Enhancer or the Noteholders of Notes representing not
less than a majority  of the  aggregate  Note  Balance  of the  Notes,  with the
consent of the Enhancer, 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  Term  Notes  shall be made pro  rata to the  Noteholders  of Term  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  Term  Note  (or  any one or more
predecessor  Term Notes) effected by any payments made on any Payment Date shall
be binding  upon all future  Noteholders  of this Term Note and of any Term 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  Term  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 Term 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 Term Note may be  registered  on the Note
Register upon  surrender of this Term 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 Term 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 Term 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 Term Note.

        Each Noteholder or Beneficial Owner of a Term Note, by its acceptance of
a Term Note, or, in the case of a Beneficial  Owner of a Term Note, a beneficial
interest in a Term Note,  covenants  and agrees  that no recourse  may be taken,

                                        A-1-3

<PAGE>

directly or indirectly, with respect to the obligations of the Issuer, the Owner
Trustee,  the Sellers,  the Servicer,  the Depositor or the Indenture Trustee on
the Term  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 Term Note, by its acceptance of
a Term Note or, in the case of a  Beneficial  Owner of a Term Note, a beneficial
interest in a Term 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 Sellers, the Servicer, GMAC Mortgage Group,
Inc. or the  Issuer,  or join in any  institution  against  the  Depositor,  the
Sellers,  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 Term Notes,  the  Indenture  or the other
Basic Documents.

        The Issuer has entered into the  Indenture  and this Term Note is issued
with the intention  that, for federal,  state and local income,  single business
and franchise tax purposes,  the Term Notes will qualify as  indebtedness of the
Issuer.  Each  Noteholder of a Term Note, by its  acceptance of a Term Note (and
each Beneficial Owner of a Term Note by its acceptance of a beneficial  interest
in a Term  Note),  agrees to treat the Term 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 Term
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 Term 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 Term 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
2001-HE2  Term  Notes  under the  Indenture  at any time by the  Issuer  and the
Indenture  Trustee with the consent of the Enhancer 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 2001-HE2 Term Notes, on behalf of
the Noteholders of all Series  2001-HE2 Term 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 Term Note (or any one of more  predecessor  Term Notes) shall

                                        A-1-4

<PAGE>

be conclusive and binding upon such  Noteholder and upon all future  Noteholders
of this Term Note and of any Term 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 Term 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
2001-HE2  Term  Notes  issued  thereunder  but with  prior  notice to the Rating
Agencies and the Enhancer.

        The term  "Issuer" as used in this Term 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 Term Notes under the Indenture.

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

        This Term 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 Term 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 Term
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  Term  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 Term 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 Term Note.

                                        A-1-5


<PAGE>


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


                           GMACM HOME EQUITY LOAN TRUST 2001-HE2



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

Dated:  June 28, 2001

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





                          CERTIFICATE OF AUTHENTICATION

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



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

Dated: June 28, 2001

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


--------
* NOTICE:  The signature to this assignment must correspond with the name of the
registered  owner as it  appears  on the face of the  within  Term 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.  *

                                        A-1-6

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

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

                                            ___________________________*/


                                        A-1-7

<PAGE>

SOLELY  FOR U.S.  FEDERAL  INCOME  TAX  PURPOSES,  THIS TERM NOTE IS A  "REGULAR
INTEREST" IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").

THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,  AND
ANY TERM 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 TERM NOTE IS PAYABLE IN  INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY,  THE OUTSTANDING PRINCIPAL AMOUNT OF THIS TERM NOTE AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

THIS TERM NOTE DOES NOT  REPRESENT AN INTEREST IN OR  OBLIGATION OF THE SELLERS,
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.


                            GMACM HOME EQUITY LOAN TRUST 2001-HE2


                    GMACM Home Equity Loan-Backed Term Note, Class II-A-4

Registered                                 Initial Note Balance:
                                           $125,500,000

No. R-1                                    Note Rate:  6.370%

                                           CUSIP NO. 361856 BD 8

        GMACM Home Equity Loan Trust  2001-HE2,  a business trust duly organized
and existing under the laws of the State of Delaware  (herein referred to as the
"Issuer"),  for  value  received,  hereby  promises  to pay to Cede & Co. or its
registered  assigns,  the principal sum of one hundred  twenty-five million five
hundred  thousand  dollars  ($125,500,000),  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 II-A-4 Term
Notes) of the aggregate amount, if any, payable from the Note Payment Account in
respect of principal of the Class II-A-4 Term Notes (the "Term Notes")  pursuant
to Section 3.05 of the  indenture  dated as of June 28, 2001 (the  "Indenture"),
between the Issuer and Bank One, National Association, as indenture trustee (the

                                        A-1-1

<PAGE>

"Indenture Trustee"); provided, however, that the entire unpaid principal amount
of this Term Note shall be due and  payable  on the  Payment  Date in  September
2031, 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 Term Notes will be paid  monthly on each Payment Date at
the Note Rate for the related  Interest  Period subject to limitations  that may
result in Interest Shortfalls (as further described in the Indenture).  The Note
Rate for this Note will be a fixed  rate  equal to the  lesser of (i) 6.370% per
annum and (ii) the related Net WAC Rate.  Interest on this Term Note will accrue
for each  Payment Date during the calendar  month  preceding  the month in which
such Payment Date  occurs.  Interest  will be computed on the basis of a 360-day
year consisting of twelve 30 day months.  Principal of and interest on this Term
Note shall be paid in the manner specified on the reverse hereof.

        Principal  of and interest on this Term 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 Term Note  shall be  applied  first to  interest  due and
payable on this Term Note as provided above and then to the unpaid  principal of
this Term Note.

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

        Unless the certificate of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual  signature,  this Term 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 Term Note is one of a duly  authorized  issue of Term  Notes of the
Issuer,  designated  as its GMACM Home Equity  Loan-Backed  Term  Notes,  Series
2001-HE2 (the "Series 2001-HE2 Term 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 2001-HE2 Term
Notes. The Series 2001-HE2 Term Notes are subject to all terms of the Indenture.

        The  Series   2001-HE2  Term  Notes  and  the  Variable   Funding  Notes
(collectively,  the "Notes") are and will be equally and ratably  secured by the
collateral pledged as security therefor as provided in the Indenture.

        This  Term  Note is  entitled  to the  benefits  of an  irrevocable  and
unconditional  financial  guaranty insurance policy issued by Financial Guaranty
Insurance Company.

        Principal  of and  interest  on this Term Note will be  payable  on each
Payment  Date,  commencing  on July 25, 2001,  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.

                                        A-1-2

<PAGE>

        The entire  unpaid  principal  amount of this Term Note shall be due and
payable in full on the Payment Date in September 2031 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, the Enhancer or the Noteholders of Notes representing not
less than a majority  of the  aggregate  Note  Balance  of the  Notes,  with the
consent of the Enhancer, 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  Term  Notes  shall be made pro  rata to the  Noteholders  of Term  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  Term  Note  (or  any one or more
predecessor  Term Notes) effected by any payments made on any Payment Date shall
be binding  upon all future  Noteholders  of this Term Note and of any Term 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  Term  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 Term 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 Term Note may be  registered  on the Note
Register upon  surrender of this Term 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 Term 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 Term 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 Term Note.


                                        A-1-3
<PAGE>

        Each Noteholder or Beneficial Owner of a Term Note, by its acceptance of
a Term Note, or, in the case of a Beneficial  Owner of a Term Note, a beneficial
interest in a Term 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 Sellers,  the Servicer,  the Depositor or the Indenture Trustee on
the Term  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 Term Note, by its acceptance of
a Term Note or, in the case of a  Beneficial  Owner of a Term Note, a beneficial
interest in a Term 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 Sellers, the Servicer, GMAC Mortgage Group,
Inc. or the  Issuer,  or join in any  institution  against  the  Depositor,  the
Sellers,  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 Term Notes,  the  Indenture  or the other
Basic Documents.

        The Issuer has entered into the  Indenture  and this Term Note is issued
with the intention  that, for federal,  state and local income,  single business
and franchise tax purposes,  the Term Notes will qualify as  indebtedness of the
Issuer.  Each  Noteholder of a Term Note, by its  acceptance of a Term Note (and
each Beneficial Owner of a Term Note by its acceptance of a beneficial  interest
in a Term  Note),  agrees to treat the Term 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 Term
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 Term 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 Term 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
2001-HE2  Term  Notes  under the  Indenture  at any time by the  Issuer  and the
Indenture  Trustee with the consent of the Enhancer 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 2001-HE2 Term Notes, on behalf of
the Noteholders of all Series  2001-HE2 Term Notes,  to waive  compliance by the

                                        A-1-4

<PAGE>

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 Term Note (or any one of more  predecessor  Term Notes) shall
be conclusive and binding upon such  Noteholder and upon all future  Noteholders
of this Term Note and of any Term 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 Term 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
2001-HE2  Term  Notes  issued  thereunder  but with  prior  notice to the Rating
Agencies and the Enhancer.

        The term  "Issuer" as used in this Term 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 Term Notes under the Indenture.

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

        This Term 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 Term 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 Term
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  Term  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 Term 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 Term Note.

                                        A-1-5


<PAGE>


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


                             GMACM HOME EQUITY LOAN TRUST 2001-HE2



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

Dated:  June 28, 2001

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





                          CERTIFICATE OF AUTHENTICATION

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



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

Dated: June 28, 2001

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


                                        A-1-6

<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  Term  Note  and  all  rights  thereunder,  and  hereby  irrevocably
constitutes and appoints ___________________________, attorney, to transfer said
Term  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  Term 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.  *

                                        A-1-7


<PAGE>


SOLELY  FOR U.S.  FEDERAL  INCOME  TAX  PURPOSES,  THIS TERM NOTE IS A  "REGULAR
INTEREST" IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").

THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,  AND
ANY TERM 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 TERM NOTE IS PAYABLE IN  INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY,  THE OUTSTANDING PRINCIPAL AMOUNT OF THIS TERM NOTE AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

THIS TERM NOTE DOES NOT  REPRESENT AN INTEREST IN OR  OBLIGATION OF THE SELLERS,
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.


                            GMACM HOME EQUITY LOAN TRUST 2001-HE2


                    GMACM Home Equity Loan-Backed Term Note, Class II-A-5

Registered                                 Initial Note Balance:
                                           $49,265,000

No. R-1                                    Note Rate:  6.858%

                                           CUSIP NO. 361856 BE 6

        GMACM Home Equity Loan Trust  2001-HE2,  a business trust duly organized
and existing under the laws of the State of Delaware  (herein referred to as the
"Issuer"),  for  value  received,  hereby  promises  to pay to Cede & Co. or its
registered  assigns,  the  principal  sum  of  forty-nine  million  two  hundred
sixty-five  thousand dollars  ($49,265,000),  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 II-A-5 Term
Notes) of the aggregate amount, if any, payable from the Note Payment Account in
respect of principal of the Class II-A-5 Term Notes (the "Term Notes")  pursuant
to Section 3.05 of the  indenture  dated as of June 28, 2001 (the  "Indenture"),
between the Issuer and Bank One, National Association, as indenture trustee (the

                                        A-1-1

<PAGE>

"Indenture Trustee"); provided, however, that the entire unpaid principal amount
of this Term Note shall be due and  payable  on the  Payment  Date in  September
2031, 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 Term Notes will be paid  monthly on each Payment Date at
the Note Rate for the related  Interest  Period subject to limitations  that may
result in Interest Shortfalls (as further described in the Indenture).  The Note
Rate for this Note will be a fixed  rate  equal to the  lesser of (i) 6.858% per
annum (or, for the Interest  Period  beginning  after the first  Payment Date on
which the  aggregate  Pool Balance is less than 10% of the initial Pool Balance,
7.358% per annum) and (ii) the related Net WAC Rate.  Interest on this Term Note
will accrue for each Payment Date during the calendar month  preceding the month
in which such Payment Date occurs.  Interest  will be computed on the basis of a
360-day year  consisting  of twelve 30 day months.  Principal of and interest on
this Term Note shall be paid in the manner specified on the reverse hereof.

        Principal  of and interest on this Term 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 Term Note  shall be  applied  first to  interest  due and
payable on this Term Note as provided above and then to the unpaid  principal of
this Term Note.

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

        Unless the certificate of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual  signature,  this Term 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 Term Note is one of a duly  authorized  issue of Term  Notes of the
Issuer,  designated  as its GMACM Home Equity  Loan-Backed  Term  Notes,  Series
2001-HE2 (the "Series 2001-HE2 Term 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 2001-HE2 Term
Notes. The Series 2001-HE2 Term Notes are subject to all terms of the Indenture.

        The  Series   2001-HE2  Term  Notes  and  the  Variable   Funding  Notes
(collectively,  the "Notes") are and will be equally and ratably  secured by the
collateral pledged as security therefor as provided in the Indenture.

        This  Term  Note is  entitled  to the  benefits  of an  irrevocable  and
unconditional  financial  guaranty insurance policy issued by Financial Guaranty
Insurance Company.

        Principal  of and  interest  on this Term Note will be  payable  on each
Payment  Date,  commencing  on July 25, 2001,  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.

                                        A-1-2

<PAGE>

        The entire  unpaid  principal  amount of this Term Note shall be due and
payable in full on the Payment Date in September 2031 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, the Enhancer or the Noteholders of Notes representing not
less than a majority  of the  aggregate  Note  Balance  of the  Notes,  with the
consent of the Enhancer, 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  Term  Notes  shall be made pro  rata to the  Noteholders  of Term  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  Term  Note  (or  any one or more
predecessor  Term Notes) effected by any payments made on any Payment Date shall
be binding  upon all future  Noteholders  of this Term Note and of any Term 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  Term  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 Term 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 Term Note may be  registered  on the Note
Register upon  surrender of this Term 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 Term Notes in authorized denominations and in the same aggregate

                                        A-1-3

<PAGE>

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 Term 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 Term Note.

        Each Noteholder or Beneficial Owner of a Term Note, by its acceptance of
a Term Note, or, in the case of a Beneficial  Owner of a Term Note, a beneficial
interest in a Term 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 Sellers,  the Servicer,  the Depositor or the Indenture Trustee on
the Term  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 Term Note, by its acceptance of
a Term Note or, in the case of a  Beneficial  Owner of a Term Note, a beneficial
interest in a Term 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 Sellers, the Servicer, GMAC Mortgage Group,
Inc. or the  Issuer,  or join in any  institution  against  the  Depositor,  the
Sellers,  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 Term Notes,  the  Indenture  or the other
Basic Documents.

        The Issuer has entered into the  Indenture  and this Term Note is issued
with the intention  that, for federal,  state and local income,  single business
and franchise tax purposes,  the Term Notes will qualify as  indebtedness of the
Issuer.  Each  Noteholder of a Term Note, by its  acceptance of a Term Note (and
each Beneficial Owner of a Term Note by its acceptance of a beneficial  interest
in a Term  Note),  agrees to treat the Term 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 Term
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 Term 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 Term 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
2001-HE2  Term  Notes  under the  Indenture  at any time by the  Issuer  and the
Indenture  Trustee with the consent of the Enhancer and the Noteholders of Notes
representing  a  majority  of the  aggregate  Note  Balance  of the  Notes  then

                                        A-1-4

<PAGE>

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 2001-HE2 Term Notes, on behalf of
the Noteholders of all Series  2001-HE2 Term 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 Term Note (or any one of more  predecessor  Term Notes) shall
be conclusive and binding upon such  Noteholder and upon all future  Noteholders
of this Term Note and of any Term 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 Term 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
2001-HE2  Term  Notes  issued  thereunder  but with  prior  notice to the Rating
Agencies and the Enhancer.

        The term  "Issuer" as used in this Term 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 Term Notes under the Indenture.

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

        This Term 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 Term 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 Term
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  Term  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 Term 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 Term Note.

                                        A-1-5


<PAGE>


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


                          GMACM HOME EQUITY LOAN TRUST 2001-HE2



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

Dated:  June 28, 2001

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





                          CERTIFICATE OF AUTHENTICATION

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



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

Dated: June 28, 2001

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


                                        A-1-6
<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  Term  Note  and  all  rights  thereunder,  and  hereby  irrevocably
constitutes and appoints ___________________________, attorney, to transfer said
Term  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  Term 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.  *


                                        A-1-7
<PAGE>


SOLELY  FOR U.S.  FEDERAL  INCOME  TAX  PURPOSES,  THIS TERM NOTE IS A  "REGULAR
INTEREST" IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").

THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,  AND
ANY TERM 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 TERM NOTE IS PAYABLE IN  INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY,  THE OUTSTANDING PRINCIPAL AMOUNT OF THIS TERM NOTE AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

THIS TERM NOTE DOES NOT  REPRESENT AN INTEREST IN OR  OBLIGATION OF THE SELLERS,
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.


                            GMACM HOME EQUITY LOAN TRUST 2001-HE2


                    GMACM Home Equity Loan-Backed Term Note, Class II-A-6

Registered                                  Initial Note Balance:
                                            $47,000,000

No. R-1                                     Note Rate:  Variable

                                            CUSIP NO. 361856 BF 3

        GMACM Home Equity Loan Trust  2001-HE2,  a business trust duly organized
and existing under the laws of the State of Delaware  (herein referred to as the
"Issuer"),  for  value  received,  hereby  promises  to pay to Cede & Co. or its
registered   assigns,   the  principal  sum  of  forty-seven   million   dollars
($47,000,000),  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  II-A-6  Term  Notes) of the  aggregate
amount, if any, payable from the Note Payment Account in respect of principal of
the Class II-A-6 Term Notes (the "Term  Notes")  pursuant to Section 3.05 of the

                                        A-1-1
<PAGE>

indenture  dated as of June 28, 2001 (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 Term Note
shall be due and payable on the Payment  Date in September  2031,  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 Term Notes will be paid  monthly on each Payment Date at
the Note Rate for the related  Interest  Period subject to limitations  that may
result in Interest Shortfalls (as further described in the Indenture).  The Note
Rate for each Interest Period will be a floating rate equal to the lesser of (i)
LIBOR plus  0.12% per annum and (ii) the  related  Net WAC Rate.  LIBOR for each
applicable  Interest  Period will be determined on the second LIBOR Business Day
immediately  preceding  (i) the Closing  Date in the case of the first  Interest
Period  and  (ii)  the  first  day of each  succeeding  Interest  Period  by the
Indenture Trustee as set forth in the Indenture.  All determinations of LIBOR by
the Indenture Trustee shall, in the absence of manifest error, be conclusive for
all purposes,  and each holder of this Term Note,  by accepting  this Term Note,
agrees to be bound by such determination. Interest on this Term 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  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  Term Note  shall be paid in the
manner specified on the reverse hereof.

        Principal  of and interest on this Term 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 Term Note  shall be  applied  first to  interest  due and
payable on this Term Note as provided above and then to the unpaid  principal of
this Term Note.

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

        Unless the certificate of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual  signature,  this Term 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 Term Note is one of a duly  authorized  issue of Term  Notes of the
Issuer,  designated  as its GMACM Home Equity  Loan-Backed  Term  Notes,  Series
2001-HE2 (the "Series 2001-HE2 Term 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 2001-HE2 Term
Notes. The Series 2001-HE2 Term Notes are subject to all terms of the Indenture.

        The  Series   2001-HE2  Term  Notes  and  the  Variable   Funding  Notes
(collectively,  the "Notes") are and will be equally and ratably  secured by the
collateral pledged as security therefor as provided in the Indenture.

                                        A-1-2

<PAGE>

        This  Term  Note is  entitled  to the  benefits  of an  irrevocable  and
unconditional  financial  guaranty insurance policy issued by Financial Guaranty
Insurance Company.

        Principal  of and  interest  on this Term Note will be  payable  on each
Payment  Date,  commencing  on July 25, 2001,  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 Term Note shall be due and
payable in full on the Payment Date in September 2031 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, the Enhancer or the Noteholders of Notes representing not
less than a majority  of the  aggregate  Note  Balance  of the  Notes,  with the
consent of the Enhancer, 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  Term  Notes  shall be made pro  rata to the  Noteholders  of Term  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  Term  Note  (or  any one or more
predecessor  Term Notes) effected by any payments made on any Payment Date shall
be binding  upon all future  Noteholders  of this Term Note and of any Term 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  Term  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 Term 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 Term Note may be  registered  on the Note
Register upon  surrender of this Term 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

                                        A-1-3

<PAGE>

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 Term 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 Term 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 Term Note.

        Each Noteholder or Beneficial Owner of a Term Note, by its acceptance of
a Term Note, or, in the case of a Beneficial  Owner of a Term Note, a beneficial
interest in a Term 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 Sellers,  the Servicer,  the Depositor or the Indenture Trustee on
the Term  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 Term Note, by its acceptance of
a Term Note or, in the case of a  Beneficial  Owner of a Term Note, a beneficial
interest in a Term 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 Sellers, the Servicer, GMAC Mortgage Group,
Inc. or the  Issuer,  or join in any  institution  against  the  Depositor,  the
Sellers,  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 Term Notes,  the  Indenture  or the other
Basic Documents.

        The Issuer has entered into the  Indenture  and this Term Note is issued
with the intention  that, for federal,  state and local income,  single business
and franchise tax purposes,  the Term Notes will qualify as  indebtedness of the
Issuer.  Each  Noteholder of a Term Note, by its  acceptance of a Term Note (and
each Beneficial Owner of a Term Note by its acceptance of a beneficial  interest
in a Term  Note),  agrees to treat the Term 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 Term
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 Term 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 Term Note be overdue,  and none of the Issuer, the Indenture Trustee or any
such agent shall be affected by notice to the contrary.

                                        A-1-4

<PAGE>

        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
2001-HE2  Term  Notes  under the  Indenture  at any time by the  Issuer  and the
Indenture  Trustee with the consent of the Enhancer 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 2001-HE2 Term Notes, on behalf of
the Noteholders of all Series  2001-HE2 Term 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 Term Note (or any one of more  predecessor  Term Notes) shall
be conclusive and binding upon such  Noteholder and upon all future  Noteholders
of this Term Note and of any Term 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 Term 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
2001-HE2  Term  Notes  issued  thereunder  but with  prior  notice to the Rating
Agencies and the Enhancer.

        The term  "Issuer" as used in this Term 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 Term Notes under the Indenture.

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

        This Term 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 Term 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 Term
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  Term  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 Term 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 Term Note.


                                        A-1-5
<PAGE>


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


                         GMACM HOME EQUITY LOAN TRUST 2001-HE2



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

Dated:  June 28, 2001

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





                          CERTIFICATE OF AUTHENTICATION

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



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

Dated: June 28, 2001

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

                                        A-1-6

<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  Term  Note  and  all  rights  thereunder,  and  hereby  irrevocably
constitutes and appoints ___________________________, attorney, to transfer said
Term  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  Term 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.  *

                                        A-1-7

<PAGE>



SOLELY  FOR U.S.  FEDERAL  INCOME  TAX  PURPOSES,  THIS TERM NOTE IS A  "REGULAR
INTEREST" IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").

THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,  AND
ANY TERM 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 TERM NOTE IS PAYABLE IN  INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY,  THE OUTSTANDING PRINCIPAL AMOUNT OF THIS TERM NOTE AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

THIS TERM NOTE DOES NOT  REPRESENT AN INTEREST IN OR  OBLIGATION OF THE SELLERS,
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.


                            GMACM HOME EQUITY LOAN TRUST 2001-HE2


                    GMACM Home Equity Loan-Backed Term Note, Class II-A-7

Registered                                   Initial Note Balance:
                                             $123,235,000

No. R-1                                      Note Rate:  6.210%

                                             CUSIP NO. 361856 BG 1

        GMACM Home Equity Loan Trust  2001-HE2,  a business trust duly organized
and existing under the laws of the State of Delaware  (herein referred to as the
"Issuer"),  for  value  received,  hereby  promises  to pay to Cede & Co. or its
registered assigns,  the principal sum of one hundred  twenty-three  million two
hundred  thirty-five  thousand dollars  ($123,235,000),  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
II-A-7  Term  Notes) of the  aggregate  amount,  if any,  payable  from the Note
Payment  Account in respect of  principal  of the Class  II-A-7  Term Notes (the
"Term  Notes")  pursuant to Section 3.05 of the  indenture  dated as of June 28,

                                        A-1-1

<PAGE>

2001 (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 Term Note shall be due and payable on the
Payment Date in September  2031,  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 Term Notes will be paid  monthly on each Payment Date at
the Note Rate for the related  Interest  Period subject to limitations  that may
result in Interest Shortfalls (as further described in the Indenture).  The Note
Rate for this Note will be a fixed  rate  equal to the  lesser of (i) 6.210% per
annum (or, for the Interest  Period  beginning  after the first  Payment Date on
which the  aggregate  Pool Balance is less than 10% of the initial Pool Balance,
6.710% per annum) and (ii) the related Net WAC Rate.  Interest on this Term Note
will accrue for each Payment Date during the calendar month  preceding the month
in which such Payment Date occurs.  Interest  will be computed on the basis of a
360-day year  consisting  of twelve 30 day months.  Principal of and interest on
this Term Note shall be paid in the manner specified on the reverse hereof.

        Principal  of and interest on this Term 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 Term Note  shall be  applied  first to  interest  due and
payable on this Term Note as provided above and then to the unpaid  principal of
this Term Note.

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

        Unless the certificate of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual  signature,  this Term 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 Term Note is one of a duly  authorized  issue of Term  Notes of the
Issuer,  designated  as its GMACM Home Equity  Loan-Backed  Term  Notes,  Series
2001-HE2 (the "Series 2001-HE2 Term 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 2001-HE2 Term
Notes. The Series 2001-HE2 Term Notes are subject to all terms of the Indenture.

        The  Series   2001-HE2  Term  Notes  and  the  Variable   Funding  Notes
(collectively,  the "Notes") are and will be equally and ratably  secured by the
collateral pledged as security therefor as provided in the Indenture.

        This  Term  Note is  entitled  to the  benefits  of an  irrevocable  and
unconditional  financial  guaranty insurance policy issued by Financial Guaranty
Insurance Company.

        Principal  of and  interest  on this Term Note will be  payable  on each
Payment  Date,  commencing  on July 25, 2001,  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.

                                        A-1-2
<PAGE>

        The entire  unpaid  principal  amount of this Term Note shall be due and
payable in full on the Payment Date in September 2031 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, the Enhancer or the Noteholders of Notes representing not
less than a majority  of the  aggregate  Note  Balance  of the  Notes,  with the
consent of the Enhancer, 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  Term  Notes  shall be made pro  rata to the  Noteholders  of Term  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  Term  Note  (or  any one or more
predecessor  Term Notes) effected by any payments made on any Payment Date shall
be binding  upon all future  Noteholders  of this Term Note and of any Term 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  Term  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 Term 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 Term Note may be  registered  on the Note
Register upon  surrender of this Term 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 Term Notes in authorized denominations and in the same aggregate
principal amount will be issued to the designated transferee or transferees.  No

                                        A-1-3
<PAGE>

service charge will be charged for any  registration  of transfer or exchange of
this Term 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 Term Note.

        Each Noteholder or Beneficial Owner of a Term Note, by its acceptance of
a Term Note, or, in the case of a Beneficial  Owner of a Term Note, a beneficial
interest in a Term 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 Sellers,  the Servicer,  the Depositor or the Indenture Trustee on
the Term  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 Term Note, by its acceptance of
a Term Note or, in the case of a  Beneficial  Owner of a Term Note, a beneficial
interest in a Term 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 Sellers, the Servicer, GMAC Mortgage Group,
Inc. or the  Issuer,  or join in any  institution  against  the  Depositor,  the
Sellers,  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 Term Notes,  the  Indenture  or the other
Basic Documents.

        The Issuer has entered into the  Indenture  and this Term Note is issued
with the intention  that, for federal,  state and local income,  single business
and franchise tax purposes,  the Term Notes will qualify as  indebtedness of the
Issuer.  Each  Noteholder of a Term Note, by its  acceptance of a Term Note (and
each Beneficial Owner of a Term Note by its acceptance of a beneficial  interest
in a Term  Note),  agrees to treat the Term 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 Term
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 Term 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 Term 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
2001-HE2  Term  Notes  under the  Indenture  at any time by the  Issuer  and the
Indenture  Trustee with the consent of the Enhancer 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

                                        A-1-4
<PAGE>

contains provisions  permitting the Noteholders of Notes representing  specified
percentages of the Note Balances of the Series 2001-HE2 Term Notes, on behalf of
the Noteholders of all Series  2001-HE2 Term 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 Term Note (or any one of more  predecessor  Term Notes) shall
be conclusive and binding upon such  Noteholder and upon all future  Noteholders
of this Term Note and of any Term 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 Term 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
2001-HE2  Term  Notes  issued  thereunder  but with  prior  notice to the Rating
Agencies and the Enhancer.

        The term  "Issuer" as used in this Term 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 Term Notes under the Indenture.

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

        This Term 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 Term 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 Term
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  Term  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 Term 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 Term Note.

                                        A-1-5


<PAGE>


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


                             GMACM HOME EQUITY LOAN TRUST 2001-HE2



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

Dated:  June 28, 2001

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





                          CERTIFICATE OF AUTHENTICATION

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



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

Dated: June 28, 2001

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


                                        A-1-6
<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  Term  Note  and  all  rights  thereunder,  and  hereby  irrevocably
constitutes and appoints ___________________________, attorney, to transfer said
Term  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  Term 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.  *

                                        A-1-7


<PAGE>


                                   EXHIBIT A-2
                         FORM OF VARIABLE FUNDING NOTES

THIS  VARIABLE  FUNDING NOTE HAS NOT BEEN AND WILL NOT BE  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR  TRANSFERRED  UNLESS IT IS REGISTERED  PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER  APPLICABLE  STATE LAW AND IS TRANSFERRED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 4.02 OF THE INDENTURE REFERRED TO HEREIN.

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

THIS  VARIABLE  FUNDING NOTE DOES NOT  REPRESENT AN INTEREST IN OR OBLIGATION OF
THE SELLERS,  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.


                            GMACM HOME EQUITY LOAN TRUST 2001-HE2


                 GMACM Home Equity Loan-Backed Variable Funding Note, Class I

Registered                        Aggregate Class I and Class II Variable
                                  Funding Balance:  $[_______]

No.VFN 1                          Note Rate:  [Floating]

        GMACM Home Equity Loan Trust  2001-HE2,  a business trust duly organized
and existing under the laws of the State of Delaware  (herein referred to as the
"Issuer"),  for  value  received,  hereby  promises  to  pay  to  GMAC  Mortgage
Corporation  or its  registered  assigns,  the  principal  amount  set  forth on
Schedule A attached hereto (or otherwise owing hereunder as determined  pursuant
to the  Indenture as defined  below),  payable on each Payment Date in an amount
equal to the pro rata portion  allocable  hereto (based on the Variable  Funding
Balances  of  all  Variable  Funding  Notes  related  to  the  same  Loan  Group
immediately prior to such Payment Date) of the aggregate amount, if any, payable
from the Note Payment  Account in respect of  principal on the Variable  Funding
Note,  Class I (the "Variable  Funding  Notes")  pursuant to Section 3.05 of the
indenture  dated as of June 28, 2001 (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 Variable
Funding Note shall be due and payable on the Payment Date in [June 2031], to the
extent not  previously  paid on a prior  Payment  Date.  Capitalized  terms used
herein that are not  otherwise  defined  have the meanings  ascribed  thereto in
Appendix A to the Indenture.

                                        A-2-1

<PAGE>

               Interest on this  Variable  Funding  Note will be paid monthly on
each Payment Date at the Note Rate for the related Interest  Period,  subject to
limitations that may result in Interest  Shortfalls (as further described in the
Indenture). The Note Rate for each Interest Period will be a floating rate equal
to the rate determined in accordance with the Indenture, which shall be not more
than the least of (i) LIBOR plus [___]% per annum (or, for each Interest  Period
beginning  after any Payment  Date on which the  aggregate  Note Balance is less
than 10% of the initial  aggregate  Note Balance,  LIBOR plus [___]% per annum),
(ii) the Net Loan Rate and (iii) [___]% per annum. All  determinations  of LIBOR
by the Indenture  Trustee shall, in the absence of manifest error, be conclusive
for all  purposes,  and  each  Noteholder  of this  Variable  Funding  Note,  by
accepting this Variable Funding Note, agrees to be bound by such  determination.
Interest on this  Variable  Funding  Note will accrue for each Payment Date from
the most recent Payment Date on which interest has been paid (or, in the case of
the First  Payment Date,  from the Closing  Date) to but excluding  such Payment
Date.  Interest  will be computed  on the basis of the actual  number of days in
each Interest Period and a year assumed to consist of 360 days. Principal of and
interest on this Variable  Funding Note shall be paid in the manner specified on
the reverse hereof.

               Principal  of and  interest  on this  Variable  Funding  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  Variable  Funding Note shall be applied
first to interest  due and  payable on this  Variable  Funding  Note as provided
above and then to the unpaid principal of this Variable Funding Note.

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

               Unless the certificate of authentication hereon has been executed
by the  Indenture  Trustee whose name appears  below by manual  signature,  this
Variable  Funding 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 Variable  Funding Note is one of a duly authorized  issue of
Variable  Funding  Notes of the  Issuer,  designated  as its GMACM  Home  Equity
Loan-Backed  Variable Funding Notes,  Series 2001-HE2 (herein called the "Series
2001-HE2  Variable  Funding  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 2001-HE2  Variable  Funding
Notes.  The Series 2001-HE2  Variable  Funding Notes are subject to all terms of
the Indenture.

               The Series  2001-HE2  Variable  Funding  Notes and the Term Notes
(collectively,  the "Notes") are and will be equally and ratably  secured by the
collateral pledged as security therefor as provided in the Indenture.

                                        A-2-2

<PAGE>

               This  Variable  Funding  Note is entitled  to the  benefits of an
irrevocable and  unconditional  financial  guaranty  insurance  policy issued by
Financial Guaranty Insurance Company.

               Principal of and interest on this  Variable  Funding Note will be
payable on each Payment Date, commencing on [July 25, 2001], as described in the
Indenture.  "Payment Date" means the  twenty-fifth day of each month, or, if any
such day is not a Business Day, then the next succeeding Business Day.

               The entire unpaid  principal amount of this Variable Funding Note
shall be due and payable in full on the Payment Date in [June 2031]  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, the Enhancer or the Noteholders of Notes
representing  not less than a  majority  of the  aggregate  Note  Balance of the
Notes, with the consent of the Enhancer, 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 Variable  Funding Notes shall be made pro rata to the
Noteholders of Variable Funding Notes entitled thereto.

               Payments  of  interest  on this  Variable  Funding  Note  due and
payable on each Payment Date,  together with the  installment  of principal,  if
any, to the extent not in full payment of this Variable  Funding Note,  shall be
made by  check  mailed  to the  Person  whose  name  appears  as the  registered
Noteholder of this Variable Funding Note (or one or more  Predecessor  Notes) on
the Note Register as of the close of business on each Record Date. Any reduction
in the  principal  amount  of this  Variable  Funding  Note  (or any one or more
predecessor Variable Funding Notes) effected by any payments made on any Payment
Date shall be binding upon all future  noteholders of this Variable Funding Note
and of any Variable Funding 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 Variable Funding 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 Variable Funding 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 Variable Funding Note may be registered
on  the  Note  Register  upon  surrender  of  this  Variable  Funding  Note  for
registration of transfer at the Corporate Trust Office of the Indenture Trustee,
duly endorsed by, and  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

                                        A-2-3

<PAGE>

Securities  Exchange  Act of 1934,  as amended,  and  thereupon  one or more new
Variable  Funding 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 Variable  Funding 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  Variable
Funding Note.

               Each Noteholder of a Variable  Funding Note, by its acceptance of
a Variable  Funding  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 Sellers,  the Servicer,  the Depositor or the Indenture Trustee on
the Variable  Funding 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 of a Variable  Funding Note covenants and agrees
by accepting the benefits of the Indenture that such  Noteholder will not at any
time institute against the Depositor,  the Sellers, the Servicer,  GMAC Mortgage
Group, Inc. or the Issuer, or join in any institution against the Depositor, the
Sellers,  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 Variable  Funding Notes,  the Indenture or
the other Basic Documents.

               No  transfer,  sale,  pledge or other  disposition  of a Variable
Funding  Note  shall  be made  unless  such  transfer,  sale,  pledge  or  other
disposition is exempt from the registration  requirements of the Securities Act,
and any applicable  state securities laws or is made in accordance with said Act
and laws. In the event of any such transfer, the Indenture Trustee or the Issuer
shall require the  transferee to execute  either (i)(a) an investment  letter in
substantially  the form  attached to the Indenture as Exhibit B (or in such form
and substance  reasonably  satisfactory to the Indenture Trustee and the Issuer)
which  investment  letters  shall  not be an  expense  of the  Trust,  the Owner
Trustee,  the Indenture Trustee,  the Servicer,  the Depositor or the Issuer and
which investment letter states that, among other things,  such transferee (a) is
a "qualified institutional buyer" as defined under Rule 144A, acting for its own
account or the  accounts of other  "qualified  institutional  buyers" as defined
under Rule 144A, and (b) is aware that the proposed  transferor  intends to rely
on the  exemption  from  registration  requirements  under the  Securities  Act,
provided by Rule 144A or (ii) the Indenture Trustee shall require the transferee
to execute an investment  letter in  substantially  the form of Exhibit C to the
Indenture,  acceptable to and in form and substance  reasonably  satisfactory to
the Issuer and the Indenture Trustee  certifying to the Issuer and the Indenture
Trustee the facts  surrounding such transfer,  which investment letter shall not
be an expense  of the  Indenture  Trustee or the  Issuer.  Any  Noteholder  of a

                                        A-2-4
<PAGE>

Variable  Funding  Note that does not  execute  such a  certificate  or transfer
letter shall be deemed to have made the representations  set forth therein.  The
Noteholder of a Variable  Funding Note  desiring to effect such transfer  shall,
and does hereby agree to, indemnify the Indenture Trustee,  the Enhancer and the
Issuer against any liability that may result if the transfer is not so exempt or
is not made in accordance with such federal and state laws.

               The Issuer  has  entered  into the  Indenture  and this  Variable
Funding Note is issued with the  intention  that,  for federal,  state and local
income,  single business and franchise tax purposes,  the Variable Funding Notes
will  qualify as  indebtedness  of the  Issuer.  Each  Noteholder  of a Variable
Funding Note, by its acceptance of a Variable Funding Note,  agrees to treat the
Variable Funding 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
Variable  Funding Note, the Issuer,  the Indenture  Trustee and any agent of the
Issuer or the Indenture Trustee may treat the Person in whose name this Variable
Funding Note (as of the day of  determination or as of such other date as may be
specified in the  Indenture) is registered as the owner hereof for all purposes,
whether or not this  Variable  Funding Note be overdue,  and none of the Issuer,
the  Indenture  Trustee or any such  agent  shall be  affected  by notice to the
contrary.

               The  Indenture  permits,   with  certain  exceptions  as  therein
provided,  the  amendment  thereof  and  the  modification  of  the  rights  and
obligations  of the  Issuer  and the  Indenture  Trustee  and the  rights of the
Noteholders of the Series 2001-HE2 Variable Funding Notes under the Indenture at
any  time by the  Issuer  and the  Indenture  Trustee  with the  consent  of the
Enhancer and the  Noteholders of Notes  representing a majority of the aggregate
Note Balance of the Notes at the time  Outstanding  and with prior notice to the
Rating  Agencies.   The  Indenture  also  contains  provisions   permitting  the
Noteholders of Notes  representing  specified  percentages of the aggregate Note
Balance  of the  Series  2001-HE2  Variable  Funding  Notes,  on  behalf  of the
Noteholders of all Series 2001-HE2  Variable  Funding 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  Variable  Funding  Note  (or  any  one of more  predecessor
Variable Funding Notes) shall be conclusive and binding upon such Noteholder and
upon all future  Noteholders  of this Variable  Funding Note and of any Variable
Funding  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 Variable  Funding Note.  The Indenture also permits the Indenture
Trustee  to  amend  or waive  certain  terms  and  conditions  set  forth in the
Indenture  without the consent of  Noteholders of the Series  2001-HE2  Variable
Funding Notes issued thereunder but with prior notice to the Rating Agencies and
the Enhancer.

               The term "Issuer" as used in this Variable  Funding Note includes
any successor to 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 Variable Funding Notes under the Indenture.

                                        A-2-5

<PAGE>

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

               This Variable  Funding 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
Variable  Funding 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 Variable Funding 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  Variable
Funding Note or  performance  of, or omission to perform,  any of the covenants,
obligations or  indemnifications  contained in the Indenture.  The Noteholder of
this  Variable  Funding 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 Variable Funding Note.


                                        A-2-6

<PAGE>


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


                            GMACM HOME EQUITY LOAN TRUST 2001-HE2



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

Dated:  June 28, 2001

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





                          CERTIFICATE OF AUTHENTICATION

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



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

Dated: June 28, 2001

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


                                        A-2-7
<PAGE>



                                   ASSIGNMENT

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

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


                                (name and address of assignee)

               the within Variable Funding Note and all rights  thereunder,  and
               hereby irrevocably constitutes

and appoints _____________________,  attorney, to transfer said Variable Funding
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  Term 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.  *



                                        A-2-8

<PAGE>


                                   SCHEDULE A

<TABLE>
<CAPTION>


                GMACM HOME EQUITY LOAN TRUST 2001-HE2 GMACM HOME
                EQUITY LOAN-BACKED VARIABLE FUNDING NOTE, CLASS I


========== ================== =============== ==================== ============================
DATE       PERCENTAGE         PRINCIPAL       VARIABLE FUNDING     AUTHORIZED SIGNATURE
           INTEREST           PAYMENT         BALANCE OUTSTANDING  OF INDENTURE TRUSTEE
---------- ------------------ --------------- -------------------- ----------------------------

<S>     <C>    <C>    <C>    <C>    <C>    <C>
---------- ------------------ --------------- -------------------- ----------------------------

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

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

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

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


========== ================== =============== ==================== ============================

</TABLE>

                                        A-2-9

<PAGE>


THIS  VARIABLE  FUNDING NOTE HAS NOT BEEN AND WILL NOT BE  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR  TRANSFERRED  UNLESS IT IS REGISTERED  PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER  APPLICABLE  STATE LAW AND IS TRANSFERRED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 4.02 OF THE INDENTURE REFERRED TO HEREIN.

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

THIS  VARIABLE  FUNDING NOTE DOES NOT  REPRESENT AN INTEREST IN OR OBLIGATION OF
THE SELLERS,  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.


                            GMACM HOME EQUITY LOAN TRUST 2001-HE2


                GMACM Home Equity Loan-Backed Variable Funding Note, Class II

Registered                            Aggregate Class I and Class II
                                      Variable Funding Balance:
                                      $[--------]

No. VFN 1                             Note Rate:  [Floating]

        GMACM Home Equity Loan Trust  2001-HE2,  a business trust duly organized
and existing under the laws of the State of Delaware  (herein referred to as the
"Issuer"),  for  value  received,  hereby  promises  to  pay  to  GMAC  Mortgage
Corporation  or its  registered  assigns,  the  principal  amount  set  forth on
Schedule A attached hereto (or otherwise owing hereunder as determined  pursuant
to the  Indenture as defined  below),  payable on each Payment Date in an amount
equal to the pro rata portion  allocable  hereto (based on the Variable  Funding
Balances  of  all  Variable  Funding  Notes  related  to  the  same  Loan  Group
immediately prior to such Payment Date) of the aggregate amount, if any, payable
from the Note Payment  Account in respect of  principal on the Variable  Funding
Note,  Class II (the "Variable  Funding Notes")  pursuant to Section 3.05 of the
indenture  dated as of June 28, 2001 (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 Variable
Funding Note shall be due and payable on the Payment Date in [June 2031], to the
extent not  previously  paid on a prior  Payment  Date.  Capitalized  terms used
herein that are not  otherwise  defined  have the meanings  ascribed  thereto in
Appendix A to the Indenture.

                                        A-2-10

<PAGE>

        Interest  on this  Variable  Funding  Note will be paid  monthly on each
Payment  Date at the Note  Rate for the  related  Interest  Period,  subject  to
limitations that may result in Interest  Shortfalls (as further described in the
Indenture). The Note Rate for each Interest Period will be a floating rate equal
to the rate determined in accordance with the Indenture, which shall be not more
than the least of (i) LIBOR plus [___]% per annum (or, for each Interest  Period
beginning  after any Payment  Date on which the  aggregate  Note Balance is less
than 10% of the initial  aggregate  Note Balance,  LIBOR plus [___]% per annum),
(ii) the Net Loan Rate and (iii) [___].% per annum. All  determinations of LIBOR
by the Indenture  Trustee shall, in the absence of manifest error, be conclusive
for all  purposes,  and  each  Noteholder  of this  Variable  Funding  Note,  by
accepting this Variable Funding Note, agrees to be bound by such  determination.
Interest on this  Variable  Funding  Note will accrue for each Payment Date from
the most recent Payment Date on which interest has been paid (or, in the case of
the First  Payment Date,  from the Closing  Date) to but excluding  such Payment
Date.  Interest  will be computed  on the basis of the actual  number of days in
each Interest Period and a year assumed to consist of 360 days. Principal of and
interest on this Variable  Funding Note shall be paid in the manner specified on
the reverse hereof.

        Principal of and interest on this  Variable  Funding 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 Variable  Funding Note shall be applied first to
interest due and payable on this  Variable  Funding  Note as provided  above and
then to the unpaid principal of this Variable Funding Note.

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

        Unless the certificate of authentication hereon has been executed by the
Indenture  Trustee whose name appears below by manual  signature,  this Variable
Funding 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 Variable Funding Note is one of a duly authorized issue of Variable
Funding  Notes of the Issuer,  designated  as its GMACM Home Equity  Loan-Backed
Variable  Funding Notes,  Series  2001-HE2  (herein called the "Series  2001-HE2
Variable Funding 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 2001-HE2  Variable  Funding Notes. The
Series  2001-HE2  Variable  Funding  Notes  are  subject  to  all  terms  of the
Indenture.

        The  Series  2001-HE2   Variable   Funding  Notes  and  the  Term  Notes
(collectively,  the "Notes") are and will be equally and ratably  secured by the
collateral pledged as security therefor as provided in the Indenture.

        This Variable Funding Note is entitled to the benefits of an irrevocable
and unconditional  financial guaranty insurance policy issued Financial Guaranty
Insurance Company.

                                        A-2-11

<PAGE>

        Principal of and interest on this Variable  Funding Note will be payable
on each  Payment  Date,  commencing  on [July 25,  2001],  as  described  in the
Indenture.  "Payment Date" means the  twenty-fifth day of each month, or, if any
such day is not a Business Day, then the next succeeding Business Day.

        The entire unpaid  principal  amount of this Variable Funding Note shall
be due and  payable in full on the Payment  Date in [June 2031]  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, the Enhancer or the Noteholders of Notes
representing  not less than a  majority  of the  aggregate  Note  Balance of the
Notes, with the consent of the Enhancer, 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 Variable  Funding Notes shall be made pro rata to the
Noteholders of Variable Funding Notes entitled thereto.

        Payments of interest on this  Variable  Funding  Note due and payable on
each Payment Date,  together with the  installment of principal,  if any, to the
extent not in full payment of this Variable Funding Note, shall be made by check
mailed to the Person whose name  appears as the  registered  Noteholder  of this
Variable Funding Note (or one or more Predecessor Notes) on the Note Register as
of the close of business on each Record Date.  Any  reduction  in the  principal
amount of this Variable  Funding Note (or any one or more  predecessor  Variable
Funding  Notes)  effected  by any  payments  made on any  Payment  Date shall be
binding upon all future  noteholders  of this  Variable  Funding Note and of any
Variable  Funding  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 Variable Funding 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 Variable Funding 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 Variable  Funding Note may be registered on
the Note Register upon surrender of this Variable  Funding Note for registration
of  transfer  at the  Corporate  Trust  Office of the  Indenture  Trustee,  duly
endorsed  by,  and  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
Securities  Exchange  Act of 1934,  as amended,  and  thereupon  one or more new
Variable  Funding 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 Variable  Funding 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  Variable
Funding Note.

                                        A-2-12

<PAGE>

        Each  Noteholder  of a Variable  Funding  Note,  by its  acceptance of a
Variable  Funding  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 Sellers,  the Servicer,  the Depositor or the Indenture Trustee on
the Variable  Funding 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  of a Variable  Funding  Note  covenants  and agrees by
accepting the benefits of the  Indenture  that such  Noteholder  will not at any
time institute against the Depositor,  the Sellers, the Servicer,  GMAC Mortgage
Group, Inc. or the Issuer, or join in any institution against the Depositor, the
Sellers,  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 Variable  Funding Notes,  the Indenture or
the other Basic Documents.

        No transfer,  sale,  pledge or other  disposition of a Variable  Funding
Note shall be made unless such transfer,  sale,  pledge or other  disposition is
exempt  from  the  registration  requirements  of the  Securities  Act,  and any
applicable  state  securities  laws or is made in  accordance  with said Act and
laws. In the event of any such  transfer,  the  Indenture  Trustee or the Issuer
shall require the  transferee to execute  either (i)(a) an investment  letter in
substantially  the form  attached to the Indenture as Exhibit B (or in such form
and substance  reasonably  satisfactory to the Indenture Trustee and the Issuer)
which  investment  letters  shall  not be an  expense  of the  Trust,  the Owner
Trustee,  the Indenture Trustee,  the Servicer,  the Depositor or the Issuer and
which investment letter states that, among other things,  such transferee (a) is
a "qualified institutional buyer" as defined under Rule 144A, acting for its own
account or the  accounts of other  "qualified  institutional  buyers" as defined
under Rule 144A, and (b) is aware that the proposed  transferor  intends to rely
on the  exemption  from  registration  requirements  under the  Securities  Act,
provided by Rule 144A or (ii) the Indenture Trustee shall require the transferee
to execute an investment  letter in  substantially  the form of Exhibit C to the
Indenture,  acceptable to and in form and substance  reasonably  satisfactory to
the Issuer and the Indenture Trustee  certifying to the Issuer and the Indenture
Trustee the facts  surrounding such transfer,  which investment letter shall not
be an expense  of the  Indenture  Trustee or the  Issuer.  Any  Noteholder  of a
Variable  Funding  Note that does not  execute  such a  certificate  or transfer
letter shall be deemed to have made the representations  set forth therein.  The
Noteholder of a Variable  Funding Note  desiring to effect such transfer  shall,
and does hereby agree to, indemnify the Indenture Trustee,  the Enhancer and the

                                        A-2-13

<PAGE>

Issuer against any liability that may result if the transfer is not so exempt or
is not made in accordance with such federal and state laws.

        The Issuer has entered into the Indenture and this Variable Funding Note
is issued with the intention that, for federal,  state and local income,  single
business and franchise tax purposes,  the Variable Funding Notes will qualify as
indebtedness of the Issuer.  Each Noteholder of a Variable  Funding Note, by its
acceptance  of a Variable  Funding  Note,  agrees to treat the Variable  Funding
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
Variable  Funding Note, the Issuer,  the Indenture  Trustee and any agent of the
Issuer or the Indenture Trustee may treat the Person in whose name this Variable
Funding Note (as of the day of  determination or as of such other date as may be
specified in the  Indenture) is registered as the owner hereof for all purposes,
whether or not this  Variable  Funding Note be overdue,  and none of the Issuer,
the  Indenture  Trustee or any such  agent  shall be  affected  by notice to the
contrary.

        The Indenture permits, with certain exceptions as therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Issuer and the Indenture Trustee and the rights of the Noteholders of the Series
2001-HE2  Variable  Funding  Notes under the Indenture at any time by the Issuer
and the Indenture  Trustee with the consent of the Enhancer and the  Noteholders
of Notes  representing  a majority of the aggregate Note Balance of the Notes at
the time Outstanding and with prior notice to the Rating Agencies. The Indenture
also  contains  provisions  permitting  the  Noteholders  of Notes  representing
specified  percentages of the aggregate Note Balance of the Notes,  on behalf of
the  Noteholders  of all 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
Variable  Funding Note (or any one of more  predecessor  Variable Funding Notes)
shall be  conclusive  and  binding  upon  such  Noteholder  and upon all  future
Noteholders  of this  Variable  Funding  Note and of any  Variable  Funding 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
Variable Funding Note. The Indenture also permits the Indenture Trustee to amend
or waive certain  terms and  conditions  set forth in the Indenture  without the
consent of  Noteholders  of the Series  2001-HE2  Variable  Funding Notes issued
thereunder but with prior notice to the Rating Agencies and the Enhancer.

        The term  "Issuer" as used in this  Variable  Funding Note  includes any
successor to 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 Variable Funding Notes under the Indenture.

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

        This  Variable  Funding  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.
                                        A-2-14

<PAGE>

        No reference  herein to the  Indenture and no provision of this Variable
Funding 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 Variable Funding 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  Variable  Funding Note or
performance  of, or omission to perform,  any of the  covenants,  obligations or
indemnifications  contained in the  Indenture.  The  Noteholder of this Variable
Funding 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 Variable Funding Note.


                                        A-2-15

<PAGE>


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


                           GMACM HOME EQUITY LOAN TRUST 2001-HE2



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

Dated:  June 28, 2001

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





                          CERTIFICATE OF AUTHENTICATION

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



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

Dated: June 28, 2001

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



<PAGE>



                                   ASSIGNMENT

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

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


                                (name and address of assignee)

the  within  Variable  Funding  Note  and  all  rights  thereunder,  and  hereby
irrevocably constitutes

and appoints _____________________,  attorney, to transfer said Variable Funding
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  Term 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.  *
                                       A-2-17
<PAGE>

                                   SCHEDULE A
<TABLE>
<CAPTION>


                GMACM HOME EQUITY LOAN TRUST 2001-HE2 GMACM HOME
                EQUITY LOAN-BACKED VARIABLE FUNDING NOTE, CLASS I


========== ================== =============== ==================== ============================
DATE       PERCENTAGE         PRINCIPAL       VARIABLE FUNDING     AUTHORIZED SIGNATURE
           INTEREST           PAYMENT         BALANCE OUTSTANDING  OF INDENTURE TRUSTEE
---------- ------------------ --------------- -------------------- ----------------------------

<S>     <C>    <C>    <C>    <C>    <C>    <C>
---------- ------------------ --------------- -------------------- ----------------------------

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

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

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

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

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

========== ================== =============== ==================== ============================

</TABLE>




<PAGE>
                                    EXHIBIT B


                  [FORM OF RULE 144A INVESTMENT REPRESENTATION]

             Description of Rule 144A Securities, including numbers:
                 ===============================================
                 ===============================================

        The  undersigned  buyer (the "Buyer"),  intends to acquire the Rule 144A
Securities described above from the seller (the "Seller").

        1.  In  connection  with  such  transfer  and  in  accordance  with  the
agreements  pursuant to which the Rule 144A Securities  were issued,  the Seller
hereby  certifies the following  facts:  Neither the Seller nor anyone acting on
its behalf has offered, transferred,  pledged, sold or otherwise disposed of the
Rule 144A  Securities,  any  interest in the Rule 144A  Securities  or any other
similar security to, or solicited any offer to buy or accept a transfer,  pledge
or other disposition of the Rule 144A Securities,  any interest in the Rule 144A
Securities  or any other  similar  security  form,  or otherwise  approached  or
negotiated  with respect to the Rule 144A  Securities,  any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general  solicitation  by means of general  advertising or in any other
manner,  or taken any other action,  that would constitute a distribution of the
Rule 144A  Securities  under the  Securities  Act of 1933, as amended (the "1933
Act"),  or that  would  render the  disposition  of the Rule 144A  Securities  a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or  another  "qualified  institutional  buyer" as defined in Rule
144A under the 1933 Act.

        2. The Buyer  warrants  and  represents  to,  and  covenants  with,  the
Indenture  Trustee and the Issuer (as defined in the indenture  dated as of June
28, 2001 (the  "Indenture"),  between GMACM Home Equity Loan Trust 2001-HE2,  as
Issuer, and Bank One, National  Association,  as Indenture Trustee,  pursuant to
Section 4.02 of the Indenture, as follows:

               a. The Buyer  understands  that the Rule 144A Securities have not
          been  registered  under  the  1933 Act or the  securities  laws of any
          state.

               b.  The  Buyer  considers  itself  a  substantial,  sophisticated
        institutional investor having such knowledge and experience in financial
        and  business  matters that it is capable of  evaluating  the merits and
        risks of investment in the Rule 144A Securities.

               c. The Buyer has been  furnished with all  information  regarding
        the Rule 144A  Securities  that it has  requested  from the Seller,  the
        Indenture Trustee, the Owner Trustee or the Servicer.

                                        B-1

<PAGE>

               d. Neither the Buyer nor anyone acting on its behalf has offered,
        transferred,  pledged,  sold or  otherwise  disposed  of the  Rule  144A
        Securities,  any  interest  in the Rule  144A  Securities  or any  other
        similar security to, or solicited any offer to buy or accept a transfer,
        pledge or other disposition of the Rule 144A Securities, any interest in
        the  Rule  144A  Securities  or any  other  similar  security  from,  or
        otherwise  approached  or  negotiated  with  respect  to the  Rule  144A
        Securities,  any  interest  in the Rule  144A  Securities  or any  other
        similar  security  with,  any person in any manner,  or made any general
        solicitation by means of general  advertising or in any other manner, or
        taken any other action, that would constitute a distribution of the Rule
        144A Securities  under the 1933 Act or that would render the disposition
        of the Rule 144A  Securities a violation of Section 5 of the 1933 Act or
        require  registration  pursuant  thereto,  nor  will it act,  nor has it
        authorized  or will it authorize  any person to act, in such manner with
        respect to the Rule 144A Securities.

               e. The Buyer is a "qualified institutional buyer" as that term is
        defined in Rule 144A under the 1933 Act and has completed  either of the
        forms of  certification  to that  effect  attached  hereto as Annex 1 or
        Annex 2.  The  Buyer  is  aware  that  the  sale to it is being  made in
        reliance on Rule 144A.  The Buyer is acquiring the Rule 144A  Securities
        for its own  account or the  accounts of other  qualified  institutional
        buyers,  understands  that  such  Rule 144A  Securities  may be  resold,
        pledged or transferred only (i) to a person reasonably  believed to be a
        qualified  institutional buyer that purchases for its own account or for
        the account of a qualified  institutional  buyer to whom notice is given
        that the  resale,  pledge or  transfer is being made in reliance on Rule
        144A, or (ii) pursuant to another exemption from registration  under the
        1933 Act.

        3. This document may be executed in one or more  counterparts and by the
different  parties  hereto on  separate  counterparts,  each of  which,  when so
executed, shall be deemed to be an original; such counterparts,  together, shall
constitute one and the same document.

        IN WITNESS WHEREOF,  the Buyer has executed this document as of the date
set forth below.


Print Name of Buyer


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

Taxpayer Identification:

No.
   --------------------------
Date:
     ------------------------

                                        B-2



<PAGE>


                              ANNEX 1 TO EXHIBIT B

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

             [For Buyers Other Than Registered Investment Companies]

        The undersigned  hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:

     1. As indicated  below,  the undersigned is the President,  Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.

        2. In connection with purchases by the Buyer,  the Buyer is a "qualified
institutional  buyer" as that term is defined in Rule 144A under the  Securities
Act of 1933,  as  amended  ("Rule  144A")  because  (i) the Buyer  owned  and/or
invested  on  a  discretionary  basis  $______________________**  in  securities
(except  for the  excluded  securities  referred  to below) as of the end of the
Buyer's most recent fiscal year (such amount being calculated in accordance with
Rule 144A) and (ii) the Buyer  satisfies  the  criteria in the  category  marked
below.

        ___    Corporation,  etc. The Buyer is a corporation (other than a bank,
               savings   and   loan   association   or   similar   institution),
               Massachusetts   or  similar  business  trust,   partnership,   or
               charitable  organization  described  in Section  501(c)(3) of the
               Internal Revenue Code.

        ___    Bank.  The Buyer (a) is a national  bank or  banking  institution
               organized under the laws of any State,  territory or the District
               of Columbia,  the business of which is substantially  confined to
               banking and is  supervised  by the State or  territorial  banking
               commission or similar official or is a foreign bank or equivalent
               institution,  and  (b)  has an  audited  net  worth  of at  least
               $25,000,000  as  demonstrated  in  its  latest  annual  financial
               statements, a copy of which is attached hereto.

                                        B-3


** Buyer must own and/or invest on a discretionary  basis at least  $100,000,000
in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
invest on a discretionary basis at least $10,000,000 in securities.

<PAGE>


        ___    Savings   and  Loan.   The  Buyer  (a)  is  a  savings  and  loan
               association,  building and loan  association,  cooperative  bank,
               homestead association or similar institution, which is supervised
               and examined by a State or Federal  authority having  supervision
               over any  such  institutions  or is a  foreign  savings  and loan
               association or equivalent  institution and (b) has an audited net
               worth of at  least  $25,000,000  as  demonstrated  in its  latest
               annual financial statements.

          ___  Broker-Dealer.  The  Buyer is a  dealer  registered  pursuant  to
               Section 15 of the Securities Exchange Act of 1934, as amended.

        ___    Insurance  Company.  The  Buyer  is an  insurance  company  whose
               primary  and  predominant  business  activity  is the  writing of
               insurance or the  reinsuring of risks  underwritten  by insurance
               companies  and which is subject to  supervision  by the insurance
               commissioner  or a  similar  official  or  agency  of a state  or
               territory or the District of Columbia.

        ___    State  or  Local  Plan.  The  Buyer  is a  plan  established  and
               maintained by a state, its political subdivisions,  or any agency
               or  instrumentality  of the state or its political  subdivisions,
               for the benefit of its employees.

        ___    ERISA  Plan.  The Buyer is an  employee  benefit  plan within the
               meaning of Title I of the Employee Retirement Income Security Act
               of 1974, as amended.

          ___  Investment Adviser. The Buyer is an investment adviser registered
               under the Investment Advisers Act of 1940, as amended.

          ___  SBIC. The Buyer is a Small Business  Investment  Company licensed
               by the U.S. Small Business Administration under Section 301(c) or
               (d) of the Small Business Investment Act of 1958, as amended.

          ___  Business Development Company. The Buyer is a business development
               company  as  defined  in  Section  202(a)(22)  of the  Investment
               Advisers Act of 1940, as amended.

        ___    Trust Fund.  The Buyer is a trust fund whose trustee is a bank or
               trust company and whose  participants  are  exclusively (a) plans
               established   and   maintained   by  a   State,   its   political
               subdivisions,  or any agency or  instrumentality  of the State or
               its political subdivisions,  for the benefit of its employees, or
               (b) employee  benefit  plans within the meaning of Title I of the
               Employee  Retirement  Income  Security Act of 1974,  but is not a
               trust fund that includes as  participants  individual  retirement
               accounts or H.R. 10 plans.

        3. The term  "securities" as used herein does not include (i) securities
of issuers that are Affiliated with the Buyer,  (ii) securities that are part of
an unsold  allotment to or  subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit,  (iv) loan participations,
(v) repurchase  agreements,  (vi)  securities  owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.

                                        B-4

<PAGE>

        4. For purposes of determining the aggregate  amount of securities owned
and/or invested on a discretionary  basis by the Buyer,  the Buyer used the cost
of such  securities  to the  Buyer  and did not  include  any of the  securities
referred to in the preceding  paragraph.  Further, in determining such aggregate
amount,  the Buyer may have included  securities  owned by  subsidiaries  of the
Buyer,  but only if such  subsidiaries  are  consolidated  with the Buyer in its
financial  statements  prepared in accordance with generally accepted accounting
principles  and if the  investments of such  subsidiaries  are managed under the
Buyer's direction.  However, such securities were not included if the Buyer is a
majority-owned,  consolidated  subsidiary of another enterprise and the Buyer is
not itself a reporting  company  under the  Securities  Exchange Act of 1934, as
amended.

        5.  The  Buyer  acknowledges  that it is  familiar  with  Rule  144A and
understands  that the  seller to it and other  parties  related to the Rule 144A
Securities are relying and will continue to rely on the  statements  made herein
because one or more sales to the Buyer may be in reliance on Rule 144A.

  ___ ___ Will the Buyer be purchasing the Rule 144A Yes No Securities  only for
  the Buyer's own account?

        6. If the answer to the  foregoing  question is "no",  the Buyer  agrees
that,  in connection  with any purchase of securities  sold to the Buyer for the
account of a third party  (including  any separate  account) in reliance on Rule
144A,  the Buyer will only purchase for the account of a third party that at the
time is a "qualified  institutional  buyer"  within the meaning of Rule 144A. In
addition,  the Buyer  agrees that the Buyer will not purchase  securities  for a
third party unless the Buyer has obtained a current  representation  letter from
such third party or taken other appropriate  steps  contemplated by Rule 144A to
conclude that such third party  independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.


                                        B-5

<PAGE>


        7. The Buyer will notify each of the parties to which this certification
is made of any changes in the  information and  conclusions  herein.  Until such
notice is given,  the Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification as of the date of such purchase.


                                            Print Name of Buyer

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

                                            Date:
                                                 ------------------------------



                                        B-6

<PAGE>


                              ANNEX 2 TO EXHIBIT B

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

              [For Buyers That Are Registered Investment Companies]

        The undersigned  hereby certifies as follows in connection with the Rule
144A Investment Representation to which this certification is attached:

               1. As indicated  below,  the undersigned is the President,  Chief
Financial  Officer or Senior Vice  President  of the Buyer or, if the Buyer is a
"qualified  institutional  buyer" as that term is defined in Rule 144A under the
Securities  Act of 1933  ("Rule  144A")  because  Buyer is part of a  Family  of
Investment  Companies (as defined below),  is such an officer of the Adviser (as
defined below).

               2.  In  connection  with  purchases  by  Buyer,  the  Buyer  is a
"qualified  institutional  buyer" as  defined in SEC Rule 144A  because  (i) the
Buyer is an investment  company  registered under the Investment  Company Act of
1940,  and (ii) as marked  below,  the Buyer  alone,  or the  Buyer's  Family of
Investment Companies,  owned at least $100,000,000 in securities (other than the
excluded  securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining  the amount of securities  owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used.

____    The Buyer owned $________________ in securities (other than the excluded
        securities  referred to below) as of the end of the Buyer's  most recent
        fiscal year (such amount being calculated in accordance with Rule 144A).

____    The Buyer is part of a Family of Investment Companies which owned in the
        aggregate   $______________  in  securities  (other  than  the  excluded
        securities  referred to below) as of the end of the Buyer's  most recent
        fiscal year (such amount being calculated in accordance with Rule 144A).

               3. The term "Family of Investment Companies" as used herein means
two or more  registered  investment  companies (or series thereof) that have the
same  investment  adviser or investment  advisers  (each, an "Adviser") that are
affiliated (by virtue of being majority owned subsidiaries of the same parent or
because one investment adviser is a majority owned subsidiary of the other).

               4. The term  "securities"  as used  herein  does not  include (i)
securities  of  issuers  that are  affiliated  with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of  deposit,  (iii)  loan  participations,   (iv)  repurchase  agreements,   (v)
securities  owned but  subject  to a  repurchase  agreement  and (vi)  currency,
interest rate and commodity swaps.

               5. The Buyer is familiar with Rule 144A and understands that each
of the parties to which this certification is made are relying and will continue
to rely on the  statements  made  herein  because one or more sales to the Buyer
will be in reliance on Rule 144A. In addition,  the Buyer will only purchase for
the Buyer's own account.

                                        B-7

<PAGE>

               6. The undersigned  will notify each of the parties to which this
certification is made of any changes in the information and conclusions  herein.
Until such notice,  the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this  certification by the undersigned as of the date of such
purchase.


                                            Print Name of Buyer

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

                                            IF AN ADVISER:



                                            Print Name of Buyer

                                            Date:
                                                 ------------------------------


                                        B-8

<PAGE>


                                    EXHIBIT C


                     FORM OF INVESTOR REPRESENTATION LETTER

----------, ----

Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

GMACM Home Equity Loan Trust 2001-HE2
c/o Wilmington Trust Company, as Owner Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890 0001

Bank One, National Association
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois 60670-0126

Attention:  Corporate Trust Administration

               Re:    Home Equity Loan-Backed Capped Funding Notes,
                      Series 2001-HE2

Ladies and Gentlemen:

     __________  (the  "Purchaser")  intends to purchase  from____________  (the
"Seller")  $___________  Capped Funding Notes of Series  2001-HE2 (the "Notes"),
issued  pursuant to the indenture  dated as of June 28, 2001 (the  "Indenture"),
between GMACM Home Equity Loan Trust  2001-HE2,  as issuer (the  "Issuer"),  and
Bank One, National Association,  as indenture trustee (the "Indenture Trustee").
Capitalized  terms used herein  that are not  otherwise  defined  shall have the
meanings  ascribed thereto in Appendix A to the Indenture.  The Purchaser hereby
certifies,  represents  and warrants to, and covenants  with, the Issuer and the
Indenture Trustee that:

                      1. The Purchaser  understands  that (a) the Notes have not
        been and will not be registered or qualified under the Securities Act of
        1933,  as  amended  (the  "Act") or any state  securities  law,  (b) the
        Company is not  required to so  register  or qualify the Notes,  (c) the
        Notes may be resold  only if  registered  or  qualified  pursuant to the
        provisions  of the Act or any state  securities  law, or if an exemption
        from such registration and qualification is available, (d) the Indenture
        contains  restrictions  regarding  the transfer of the Notes and (e) the
        Notes will bear a legend to the foregoing effect.

                      2.  The  Purchaser  is  acquiring  the  Notes  for its own
        account  for  investment  only  and not  with a view  to or for  sale in
        connection  with any  distribution  thereof  in any  manner  that  would
        violate the Act or any applicable state securities laws.

                                        C-1

<PAGE>

                      3.  The  Purchaser  is  (a) a  substantial,  sophisticated
        institutional investor having such knowledge and experience in financial
        and business  matters,  and, in particular,  in such matters  related to
        securities  similar to the Notes,  such that it is capable of evaluating
        the merits and risks of  investment  in the Notes,  (b) able to bear the
        economic risks of such an investment  and (c) an  "accredited  investor"
        within the  meaning  of  clauses  (1),  (2),  (3) or (7) of Rule  501(a)
        promulgated pursuant to the Act.

                      4. The Purchaser has been  furnished  with, and has had an
        opportunity to review a copy of the Indenture and such other information
        concerning  the Notes,  the  Mortgage  Loans and the Company as has been
        requested  by the  Purchaser  from  the  Company  or the  Seller  and is
        relevant  to  the  Purchaser's  decision  to  purchase  the  Notes.  The
        Purchaser has had any questions arising from such review answered by the
        Company or the Seller to the satisfaction of the Purchaser.

                      5.  The  Purchaser  has  not  and  will  not  nor  has  it
        authorized or will it authorize any person to (a) offer,  pledge,  sell,
        dispose of or otherwise  transfer any Note,  any interest in any Note or
        any other similar security to any person in any manner,  (b) solicit any
        offer to buy or to accept a pledge, disposition of other transfer of any
        Note,  any interest in any Note or any other  similar  security from any
        person in any manner,  (c) otherwise  approach or negotiate with respect
        to any Note, any interest in any Note or any other similar security with
        any person in any manner, (d) make any general  solicitation by means of
        general advertising or in any other manner or (e) take any other action,
        that  (as  to  any  of  (a)  through  (e)  above)  would   constitute  a
        distribution   of  any  Note  under  the  Act,  that  would  render  the
        disposition of any Note a violation of Section 5 of the Act or any state
        securities  law, or that would  require  registration  or  qualification
        pursuant thereto.  The Purchaser will not sell or otherwise transfer any
        of the Notes, except in compliance with the provisions of the Indenture.

                                            Very truly yours,


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


                                        C-2

<PAGE>



--------
* NOTICE:  The signature to this assignment must correspond with the name of the
registered  owner as it  appears  on the face of the  within  Term 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.  *
NOTICE:  The signature to this  assignment  must correspond with the name of the
registered  owner as it  appears  on the face of the  within  Term 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.  *
NOTICE:  The signature to this  assignment  must correspond with the name of the
registered  owner as it  appears  on the face of the  within  Term 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.  *
NOTICE:  The signature to this  assignment  must correspond with the name of the
registered  owner as it  appears  on the face of the  within  Term 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.  *
NOTICE:  The signature to this  assignment  must correspond with the name of the
registered  owner as it  appears  on the face of the  within  Term 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.  *
NOTICE:  The signature to this  assignment  must correspond with the name of the
registered  owner as it  appears  on the face of the  within  Term 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.  *
NOTICE:  The signature to this  assignment  must correspond with the name of the
registered  owner as it  appears  on the face of the  within  Term 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.  *
NOTICE:  The signature to this  assignment  must correspond with the name of the
registered  owner as it  appears  on the face of the  within  Term 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.  *
NOTICE:  The signature to this  assignment  must correspond with the name of the
registered  owner as it  appears  on the face of the  within  Term 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.  /
NOTICE:  The signature to this  assignment  must correspond with the name of the
registered  owner as it appears on the face of the within Variable  Funding 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.

/ NOTICE:  The signature to this assignment must correspond with the name of the
registered  owner as it appears on the face of the within Variable  Funding 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.

** Buyer must own and/or invest on a discretionary  basis at least  $100,000,000
in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
invest on a discretionary basis at least $10,000,000 in securities.


<PAGE>

                                 EXECUTION COPY




                                   APPENDIX A

                                   DEFINITIONS


        Accrued Certificate Interest:  With respect to each Payment Date and the
REMIC I or REMIC II Regular Interests,  the Uncertificated  Accrued Interest for
such Regular Interest.  With respect to the Class SB-II  Certificates,  interest
accrued  during the related  Interest  Period at the  Certificate  Rate for such
Certificate on the related Notional Amount for such Payment Date.

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

        Additional  Balance:  With respect to any HELOC, any future Draw made by
the related  Mortgagor  pursuant to the related Loan Agreement after the Cut-Off
Date or Subsequent Cut-Off Date, together with all money due or to become due in
respect  of such  Draw;  provided,  however,  that any  Draw  during  the  Rapid
Amortization  Period shall be an Excluded  Amount,  shall not be acquired by the
Trust and shall not be an Additional Balance.

        Additional  Certificate Balance:  With respect to the issuance of Capped
Funding Notes pursuant to Section 4.01(d) of the Indenture,  the amount, if any,
required in accordance with the Opinion of Counsel in connection therewith to be
added to the Certificate Balances of the Certificates in accordance with Section
3.12 of the Trust 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.

        Aggregate Balance Differential: With respect to any Payment Date and any
Variable Funding Note, the sum of all Balance Differentials that have been added
to the  Variable  Funding  Balance of such  Variable  Funding Note prior to such
Payment Date.

     Amortization Periods: Collectively, the Managed Amortization Period and the
Rapid Amortization Period.

        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  later  of the  application  for the  Mortgage  Loan  secured  by such

<PAGE>

Mortgaged  Property  or (in the  case of a HELOC)  any  subsequent  increase  or
decrease in the related  Credit  Limit,  or to reduce or eliminate the amount of
any primary  mortgage  insurance,  or (y) if the sales  price of such  Mortgaged
Property is considered in accordance with the underwriting  criteria  applicable
to the related  Mortgage Loan, the lesser of (i) the appraised value referred to
in (x) above and (ii) the sales price of such Mortgaged Property.

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

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

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

        Balance Differential: With respect to any Payment Date and Loan Group I:

(a) during the Revolving Period, the amount, if any, by which (i) the sum of the
aggregate  Principal Balance of all Subsequent  Mortgage Loans and the amount of
any  Additional  Balances  transferred  to the Trust  Estate and  included  in a
Sub-Group of Loan Group I during the related  Collection Period exceeds (ii) the
sum of (A) Principal  Collections for such Sub-Group and Collection  Period; (B)
the  amount on  deposit  in the  Funding  Account  as of such  Payment  Date and
allocable to such  Sub-Group  and (C) the  Pre-Funded  Amount as of such Payment
Date and  allocable to such  Sub-Group  (but only to the extent of the aggregate
Principal  Balance  of  Subsequent  Mortgage  Loans in clause  (i) above for any
Payment Date other than the Payment Date relating to the end of the  Pre-Funding
Period); and

(b) during the Managed Amortization Period, the amount, if any, by which (i) the
amount of any Additional  Balances  transferred to the Trust Estate and included
in a Sub-Group of Loan Group I during the related Collection Period exceeds (ii)
Principal Collections for such Sub-Group and Collection Period.

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

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

                                       2
<PAGE>

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

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

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

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

     Business  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.

     Capitalized  Interest  Account:  The  account  established  and  maintained
pursuant to Section 3.19 of the Servicing Agreement.

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

        Capped Funding Balance:  With respect to any date of  determination  and
Capped Funding Note, the  outstanding  principal  balance of such Capped Funding
Note as of such date.

     Capped Funding Note:  Any Capped Funding Note issued in connection  with an
exchange pursuant to Section 4.01(d) of the Indenture.

        Certificate Balance: With respect to any Payment Date and any Class SB-I
Certificate,  the  Initial  Certificate  Balance,  increased  by any  Additional
Certificate  Balance added to such  Certificate  pursuant to Section 3.12 of the
Trust  Agreement,  and any Balance  Differential  for any Loan Group that is not
added to the Variable  Funding  Balance of any Class of Variable  Funding  Notes
pursuant to Section  4.01(b) of the  Indenture,  and reduced by all  payments of
principal on such  Certificate  prior to such Payment Date.  With respect to any
Payment  Date and any  Class  SB-II  Certificate,  an  amount  equal to the then
applicable Certificate Percentage Interest of such Certificate multiplied by the
Overcollateralization Amount.

                                       3
<PAGE>

        Certificate  Distribution  Amount:  For any Payment Date, the amount, if
any,  distributable  on the  Certificates  for such  Payment  Date  pursuant  to
Sections 3.05(a)(I)(xiv) and 3.05(a)(II)(xiv) of the Indenture.

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

     Certificate  Paying  Agent:  The meaning  specified  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-II  Certificates or the
REMIC I Regular Interest SB-IO and any Distribution 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  relating  to the Loan  Group  II  mortgage  loans.  For  purposes  of
calculating the Certificate Rate for the Class SB-II 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 Loan Group II Marker Rate,  applied to a notional amount equal
        to the  Class  Principal  Balance  of the  Class  LT1  REMIC II  Regular
        Interest;

        (ii) the  REMIC I  Remittance  Rate for the  Class  LT2  REMIC I Regular
        Interest  minus the Loan  Group II 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 Loan  Group II  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


                                       4
<PAGE>

Certificates   that  have  been  pledged  in  good  faith  may  be  regarded  as
Certificateholders  if  the  pledgee  establishes  to  the  satisfaction  of the
Indenture Trustee or the Owner Trustee,  as the case may be, the pledgee's right
so to act with  respect  to such  Certificates  and that the  pledgee is not the
Issuer,  any other obligor upon the  Certificates  or any Affiliate of the Owner
Trustee or the Indenture Trustee.

        Certificates:  The Group I Certificates and the Group II Certificates.

        Class:  With  respect  to any Note,  all Notes  that bear the same class
designation, (i.e., the Class I-A-1 Notes as a group, the Class I-A-2 Notes as a
group, the Class II-A-1 Notes as a group, the Class II-A-2 Notes as a group, the
Class  II-A-3 Notes as a group,  the Class  II-A-4  Notes as a group,  the Class
II-A-5 Notes as a group,  the Class  II-A-6  Notes as a group,  the Class II-A-7
Notes as a group,  the Variable Funding Notes Class I as a group or the Variable
Funding Notes Class II as a group).

        Class I-A-1 Notes:  The Class I-A-1 GMACM Home Equity  Loan-Backed  Term
Notes,  Series 2001-HE2,  in substantially  the form set forth in Exhibit A-1 to
the Indenture.

        Class I-A-2 Notes:  The Class I-A-2 GMACM Home Equity  Loan-Backed  Term
Notes,  Series 2001-HE2,  in substantially  the form set forth in Exhibit A-1 to
the Indenture.

        Class I Notes:  The Class I-A-1 Notes and the Class I-A-2 Notes.

        Class I Policy: The Note Guaranty  Insurance Policy #01010294,  dated as
of the Closing Date, issued by the Enhancer with respect to Loan Group I.

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

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

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

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

        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


                                       5
<PAGE>

LT4 REMIC I Regular Interest  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: Y3 =
               Y4).

        (DELTA)Y1 = the Class LT1 Principal Reduction Amount.

        (DELTA)Y2 = the Class LT2 Principal Reduction Amount.

        (DELTA)Y3 = the Class LT3 Principal Reduction Amount.

        (DELTA)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   Interest  after
               distributions  and the allocation of Liquidation  Loss Amounts on
               the prior Payment Date.

            =  the  aggregate  principal  balance  of the Loan  Group I Mortgage
               Loans (including any remaining Pre-Funded Amount relating to Loan
               Group I) 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  II  Regular   Interest  after
               distributions  and the allocation of Liquidation  Loss Amounts to
               be made on such Payment Date.

            =  the  aggregate  principal  balance of the Loan Group II  Mortgage
               Loans (including any remaining Pre-Funded Amount relating to Loan
               Group II) after giving effect to principal  payments  distributed
               and Liquidation Loss Amounts allocated on such Payment Date.

                                       6
<PAGE>

        (DELTA)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
               attributable  to Loan Group II  Mortgage  Loans for such  Payment
               Date and  allocated  to principal  by the  definition  of REMIC I
               Liquidation   Loss   Amounts,   (II)  the  portion  of  Principal
               Collections  (including  amounts  released  from the  Pre-Funding
               Account in respect of Loan Group II for distribution as principal
               on the  Notes  on  such  Payment  Date)  for  such  Payment  Date
               attributable  to the Loan Group II  Mortgage  Loans and (III) the
               principal  portion of amounts  advanced  for such Payment Date in
               respect of the Loan Group II Mortgage Loans.

        R0     = the Loan Group II Net WAC Rate  (stated as a monthly  rate) for
               the Loan Group II Mortgage  Loans after giving  effect to amounts
               distributed and Liquidation  Loss Amounts  allocated on the prior
               Payment Date.

        R1     = the Loan Group II Net WAC Rate  (stated as a monthly  rate) for
               the Loan Group I Mortgage Loans 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 (A) the interest due on the Class II-A Notes on
               such  Payment  Date in respect  of the  related  Interest  Period
               (including  the  amount  of  Interest  Shortfalls  for any  prior
               Interest  Period  together  with  interest  thereon  that  remain
               unpaid) and (B) Ro*Po.

        (gamma)1 = the lesser of (A) the  interest due on the Class A-I Notes on
               the  next  succeeding  Payment  Date in  respect  of the  related
               Interest Period (including the amount of Interest  Shortfalls for
               any  Interest  Period  prior  to  such  succeeding  Payment  Date
               together  with  interest  thereon  that remain  unpaid as of such
               succeeding Payment Date) and (B) R1*P1.

Then, based on the foregoing definitions:

        (DELTA)Y1 =   (DELTA)P - (DELTA)Y2 - (DELTA)Y3 - (DELTA)Y4;

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

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

        (DELTA)Y4 =   (DELTA)Y3.

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

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

                                       7
<PAGE>

        (DELTA)Y2 = 0;

        (DELTA)Y3 = {2(alpha)(DELTA)PY2R1R0 - (alpha)2P0((gamma)0R1 -
(gamma)1R0)}/{2(alpha)Y2R1R0 - (alpha)((gamma)0R1 - (gamma)1R0)};

        (DELTA)Y4 = (DELTA)Y3; and

        (DELTA)Y1 = (DELTA)P - (DELTA)Y2 - (DELTA)Y3 - (DELTA)Y4.

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

        (DELTA)Y3 = 0;

     (DELTA)Y2     =      {(alpha)2P0((gamma)0R1      -      (gamma)1R0)}      -
2(alpha)(DELTA)PY2R1R0}/(2(alpha)Y2R1R0-          2(alpha)(DELTA)PR1R0         +
(alpha)((gamma)0R1 - (gamma)1R0)};

        (DELTA)Y4 = (DELTA)Y3; and

        (DELTA)Y1 = (DELTA)P - (DELTA)Y2 - (DELTA)Y3 - (DELTA)Y4.

        Class II-A-1 Notes: The Class II-A-1 GMACM Home Equity  Loan-Backed Term
Notes,  Series 2001-HE2,  in substantially  the form set forth in Exhibit A-1 to
the Indenture.

        Class II-A-2 Notes: The Class II-A-2 GMACM Home Equity  Loan-Backed Term
Notes,  Series 2001-HE2,  in substantially  the form set forth in Exhibit A-1 to
the Indenture.

        Class II-A-3 Notes: The Class II-A-3 GMACM Home Equity  Loan-Backed Term
Notes,  Series 2001-HE2,  in substantially  the form set forth in Exhibit A-1 to
the Indenture.

        Class II-A-4 Notes: The Class II-A-4 GMACM Home Equity  Loan-Backed Term
Notes,  Series 2001-HE2,  in substantially  the form set forth in Exhibit A-1 to
the Indenture.

        Class II-A-5 Notes: The Class II-A-5 GMACM Home Equity  Loan-Backed Term
Notes,  Series 2001-HE2,  in substantially  the form set forth in Exhibit A-1 to
the Indenture.

        Class II-A-6 Notes: The Class II-A-6 GMACM Home Equity  Loan-Backed Term
Notes,  Series 2001-HE2,  in substantially  the form set forth in Exhibit A-1 to
the Indenture.

        Class II-A-7 Notes: The Class II-A-7 GMACM Home Equity  Loan-Backed Term
Notes,  Series 2001-HE2,  in substantially  the form set forth in Exhibit A-1 to
the Indenture.

        Class II-A Notes:  The Class II-A-6 Notes and the Class II-A-7 Notes.

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

        Class II Notes:  The Class II-A-1  Notes,  the Class II-A-2  Notes,  the
Class II-A-3 Notes,  the Class II-A-4 Notes,  the Class II-A-5 Notes,  the Class
II-A-6 Notes and the Class II-A-7 Notes.

                                       8
<PAGE>

        Class II Policy: The Note Guaranty Insurance Policy #01010293,  dated as
of the Closing Date, issued by the Enhancer with respect to Loan Group II.

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

        Class SB Certificates:  The Class SB-I  Certificates and the Class SB-II
Certificates substantially in the form of Exhibit A to the Trust Agreement.

        Class SB-II Distribution Amount: On any Payment Date, the sum of Accrued
Certificate Interest for such Payment Date and the Overcollateralization Release
Amount,  if any,  for the  Determination  Date  related  to such  Payment  Date,
reduced,   but  not  below   zero,   by  the   Liquidation   Loss   Amount   and
Overcollateralization Increase Amount for such Payment Date and Loan Group II.

        Class SB-II-IO REMIC II Regular Interest: A regular interest in REMIC II
with no  entitlement  to  principal  and entitled to interest at the Class SB-II
Certificate Rate on the Class SB-II Notional Amount.

        Class SB-II-PO REMIC II Regular Interest: A regular interest in REMIC II
with no  entitlement to interest and entitled to principal in an amount equal to
the initial principal balance of the Class SB-II Certificates.

        Closing Date: June 28, 2001.

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

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

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


                                       9
<PAGE>

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

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

        Commission:  The Securities and Exchange Commission.

        Corporate  Trust  Office:   With  respect  to  the  Indenture   Trustee,
Certificate Registrar,  Certificate Paying Agent and Paying Agent, the principal
corporate  trust office of the Indenture  Trustee and Note Registrar at which at
any particular  time its corporate trust business shall be  administered,  which
office at the date of the execution of this  instrument is located at 1 Bank One
Plaza, Suite IL1-0126, Chicago, Illinois 60670-0126,with offices also located at
14 Wall  Street,  New York,  New York 10005,  Attention:  Corporate  Trust-GMACM
Series  2001-HE2.  With respect to the Owner  Trustee,  the principal  corporate
trust office of the Owner Trustee at which at any particular  time its corporate
trust 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  Limit:  With respect to any HELOC,  the maximum  Principal  Balance
permitted under the terms of the related Loan Agreement.

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

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

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

        Cut-Off Date:  June 1, 2001.

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

                                       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 any  Payment  Date and the Class I
Notes or the  Class  II  Notes,  as  applicable,  (a) the  amount  by which  the
aggregate  amount  of  accrued  interest  on such  Class  or  Classes  of  Notes
(excluding  any Relief Act  Shortfalls  for such Payment Date) at the respective
Note  Rates on such  Payment  Date  exceeds  the  amount on  deposit in the Note
Payment Account available for interest distributions on such Class or Classes of
Notes on such  Payment  Date and (b)(i) with respect to any Payment Date that is
not the Final  Payment  Date,  any  Liquidation  Loss Amount with respect to the
Mortgage  Loans in the related Loan Group for such Payment  Date,  to the extent
not distributed as part of the Principal Distribution Amount (in the case of the
Class I-A Notes) or  Liquidation  Loss  Distribution  Amount (in the case of the
Class II-A  Notes) on such  Payment  Date or  reflected  in a  reduction  in the
related  Overcollateralization  Amount or (ii) on the Final Payment Date related
to such Class of Notes,  the aggregate  outstanding  balance of the Notes to the
extent otherwise not paid on such date.

     Definitive Notes: The meaning specified in Section 4.06 of the Indenture.

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

     Depositor:   Residential   Asset  Mortgage   Products,   Inc.,  a  Delaware
corporation, or its uccessor 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.

        Determination  Date:  With respect to any Payment Date,  the 18th day of
the month in which  such  Payment  Date  occurs or if such day is not a Business
Day, the next succeeding Business Day.

        Disqualified  Organization:  Any organization defined as a "disqualified
organization"  under  Section  860E(e)(5)  of the  Code,  and  if not  otherwise
included,  any of the following:  (i) the United States,  any State or political
subdivision  thereof,  any  possession  of the United  States,  or any agency or
instrumentality of any of the foregoing (other than an instrumentality  which is
a  corporation  if all of its  activities  are  subject  to tax and,  except for
Freddie  Mac, a  majority  of its board of  directors  is not  selected  by such
governmental unit), (ii) a foreign government,  any international  organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives  described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated  business taxable income),  (iv)
rural electric and telephone  cooperatives described in Section 1381(a)(2)(C) of
the Code, (v) any "electing large  partnership," as defined in Section 775(a) of
the Code and (vi) any other Person so  designated  by the Trustee  based upon an


                                       11
<PAGE>

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.

     Draw: With respect to any HELOC, a borrowing by the related Mortgagor under
the related Loan Agreement.

        Draw Period: With respect to each HELOC, the period consisting of either
the first  five,  ten or fifteen  years  after the date of  origination  of such
HELOC, during which the related Mortgagor is permitted to make Draws.

     Due Date:  With respect to each  Mortgage  Loan,  the date on which monthly
payments on such Mortgage Loan are due.

        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
obligations are rated P-1 by Moody's, A-1+ by Standard & Poor's and F1, if rated
by Fitch (or the equivalent) or better by each Rating Agency,  and its long term
debt  obligations are rated A2 by Moody's,  AA- by Standard & Poor's and AA-, if
rated by Fitch (or the  equivalent) or better by each Rating  Agency,  or (iv) a
segregated trust account or accounts  maintained in the corporate trust division
of a depository institution or trust company,  acting in its fiduciary capacity,
or (v) an account or accounts of a  depository  institution  acceptable  to each
Rating  Agency (as  evidenced  in writing by each Rating  Agency that use of any
such account will not cause a Rating Event (if determined  without regard to the
Policy).

        Eligible  Substitute  Loan: A Mortgage Loan substituted by either Seller
for a Deleted Loan, which must, on the date of such  substitution,  as confirmed
in an Officers'  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


                                       12
<PAGE>

substitution  of more than one Mortgage  Loan for a Deleted  Mortgage  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), (xxiv), (xxv) and (xxvii),  with respect to GMACM, or the representations
and warranties set forth in Section 3.1(c),  with respect to WG Trust 2000 or WG
Trust 2001,  as of the date of  substitution;  (iii) have a Loan Rate,  Net Loan
Rate and Gross  Margin no lower than and not more than 1% per annum  higher than
the Loan Rate, Net Loan Rate and Gross Margin, respectively, of the Deleted Loan
as of the date of substitution;  (iv) have a CLTV at the time of substitution no
higher than that of the  Deleted  Loan at the time of  substitution;  (v) have a
remaining  term to stated  maturity not greater than (and not more than one year
less  than)  that of the  Deleted  Loan;  (vi)  shall  be  included  in the same
Sub-Group and Loan Group as the Deleted  Loan;  and (vii) not be 30 days or more
delinquent.

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

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

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

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

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

(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 days;

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

                                       13
<PAGE>

(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.

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

     Excess Spread:  With respect to each Sub-Group of a Loan Group, the related
Group Excess Spread for such Sub-Group.

        Excess Spread  Percentage:  As to any Payment Date and Loan Group I, the
product of (x) (i) the sum of the Group Excess Spread for each Sub-Group of Loan
Group I, less  Liquidation  Loss  Amounts  for such Loan  Group for the  related
Collection  Period,  divided by (ii) the Pool  Balance of Loan Group I as of the
beginning  of  the  related  Collection  Period  and  (y)  12,  expressed  as  a
percentage.

        Excluded  Amount:  For any Payment  Date  during the Rapid  Amortization
Period,  all  Draws  made  to an  obligor  under  any  HELOC  during  the  Rapid
Amortization  Period which shall not be transferred to the Trust Estate, and the
portion of the Principal Collections and Interest Collections for each Sub-Group
of Loan Group I for each  Collection  Period  allocated to such Excluded  Amount
based on a pro rata  allocation  between  the  related  Excluded  Amount and the


                                       14
<PAGE>

Principal  Balance  of  such  HELOC  in  proportion  to the  respective  amounts
outstanding  as of the  end of the  calendar  month  preceding  such  Collection
Period.

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

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

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

        Final Payment Date: The Payment Date in November  2036,  with respect to
Loan Group I, and the Payment Date in September  2031, in the case of Loan Group
II.

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

        Fitch:  Fitch, Inc., or its successor in interest.

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

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

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

        GAAP: Generally accepted accounting principles.

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

     Gross Margin:  With respect to any HELOC,  the  percentage set forth as the
"Margin" for such HELOC on the Mortgage Loan Schedule.

        Group I Certificates:  The Class SB-I Certificates.


                                       15
<PAGE>

     Group  II   Certificates:   The  Class  SB-II   Certificates  and  Class  R
Certificates.

        Group Excess Spread: With respect to any Payment Date and a Sub-Group of
either  Loan Group and without  taking  into  account any Draw on the Policy for
such  Payment  Date,  the excess,  if any, of (i) Interest  Collections  for the
related  Collection Period with respect to Mortgage Loans in such Sub-Group over
(ii) the sum of (x) the  portion of the  Servicing  Fee and the  premium for the
related  Policy  allocable to such  Sub-Group for such Payment Date, and (y) the
amounts  paid on such Payment Date to the  Noteholders  of the related  Class or
Classes  of Term  Notes and the  Variable  Funding  Notes  pursuant  to  Section
3.05(a)(I)(i) or Section 3.05(a)(II)(ii) of the Indenture.

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

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

     HEL:  Each  closed-end,  fixed rate home equity loan  included in the Trust
Estate.

     HELOC: Each adjustable-rate,  home equity revolving line of credit included
in the Trust Estate.

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

     Indenture:  The indenture  dated as of June 28, 2001 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
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.

     Index:  With respect to any HELOC, the prime rate from time to time for the
adjustment of the Loan Rate set forth as such on the related Loan Agreement.

                                       16
<PAGE>

        Initial Certificate Balance: $0.

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

        Initial Aggregate Term Note Balance:  $1,064,800,000.
        Initial Class I-A-1 Note Balance:  $224,356,000.

        Initial Class I-A-2 Note Balance:  $255,444,000.

        Initial Class II-A-1 Note Balance:  $110,000,000.

        Initial Class II-A-2 Note Balance:  $94,000,000.

        Initial Class II-A-3 Note Balance:  $36,000,000.

        Initial Class II-A-4 Note Balance:  $125,500,000.

        Initial Class II-A-5 Note Balance:  $49,265,000.

        Initial Class II-A-6 Note Balance:  $47,000,000.

        Initial Class II-A-7 Note Balance:  $123,235,000.

     Initial  Variable  Funding  Balance:  With  respect to Class I, $0 and with
respect to Class II, $0.

        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.

                                       17
<PAGE>

        Insurance Agreement:  The Insurance Agreement dated as of June 28, 2001,
among the  Servicer,  the Sellers,  the  Depositor,  the Issuer,  the  Indenture
Trustee,  the Owner  Trustee and the  Enhancer,  including  any  amendments  and
supplements thereto.

        Insurance  Proceeds:  Proceeds  paid  by any  insurer  (other  than  the
Enhancer)  pursuant to any insurance  policy  covering a Mortgage Loan which are
required to be remitted to the Servicer,  or amounts  required to be paid by the
Servicer  pursuant to the next to last sentence of Section 3.04 of the Servicing
Agreement, net of any component thereof (i) covering any expenses incurred by or
on behalf of the Servicer in connection with obtaining such proceeds,  (ii) that
is applied to the restoration or repair of the related Mortgaged Property, (iii)
released to the related  Mortgagor  in  accordance  with the  Servicer's  normal
servicing  procedures  or (iv)  required  to be paid to any holder of a mortgage
senior to such Mortgage Loan.

        Insured Amount:  As defined in the Policies.

        Interest  Collections:  With respect to any Payment Date, the sum of all
payments  by or on  behalf of  Mortgagors  and any  other  amounts  constituting
interest (including without limitation such portion of Insurance  Proceeds,  Net
Liquidation  Proceeds and  Repurchase  Prices as is allocable to interest on the
applicable  Mortgage Loan) as is paid by the Sellers or the Servicer  (including
any  optional  servicing  advance) or is  collected  by the  Servicer  under the
Mortgage Loans,  exclusive of the pro rata portion  thereof  attributable to any
Excluded  Amounts,  and reduced by the Servicing Fee for the related  Collection
Period  and by any fees  (including  annual  fees) or late  charges  or  similar
administrative fees paid by Mortgagors during the related Collection Period. The
terms of the related Loan Agreement  shall determine the portion of each payment
in respect of such Mortgage Loan that constitutes principal or interest.

        Interest  Coverage Amount:  The amount to be paid from proceeds received
from the sale of the Notes for deposit  into the  Capitalized  Interest  Account
pursuant to Section 3.19 of the Servicing  Agreement on the Closing Date,  which
amount  initially  shall be, and  thereafter,  shall be the amount  computed  in
accordance with Section 3.19 of the Servicing Agreement.

        Interest  Period:  With  respect to the Class I Notes,  the Class II-A-1
Notes and the Class  II-A-6  Notes and any  Payment  Date  (other than the first
Payment Date), the period beginning on the preceding  Payment Date and ending on
the day preceding  such Payment Date, and in the case of the first Payment Date,
the period  beginning  on the Closing Date and ending on the day  preceding  the
first Payment Date. With respect to the Class II-A-2 Notes,  Class II-A-3 Notes,
Class II-A-4 Notes, Class II-A-5 Notes and Class II-A-7 Notes and any REMIC I or
REMIC II Regular Interest and any Payment Date, the calendar month preceding the
month in which such Payment Date occurs.

        Interest Rate Adjustment  Date: With respect to each HELOC,  the date or
dates on which the Loan Rate is adjusted  in  accordance  with the related  Loan
Agreement.

        Interest  Shortfall:  With respect to any Class of Class I Notes and any
Payment Date on which the Net WAC Rate cap applies to such Class,  the excess of

                                       18
<PAGE>

(a) the amount of  interest  that  would  have  accrued on such Class of Class I
Notes  during the related  Interest  Period had such amount not been  determined
pursuant to the definition "Net WAC Rate" (but not at a rate in excess of 13.00%
per annum) over (b) the interest actually accrued on such Class of Class I Notes
during such Interest Period.

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

        Interest  Shortfalls  will not be included  as interest  payments on the
Term Notes for such  Payment  Date and such amount  will accrue  interest at the
related  Note  Rate (as  adjusted  from time to time) and will be paid on future
Payment  Dates only to the extent funds are  available  therefor as set forth in
Section  3.05(a) of the  Indenture.  Notwithstanding  the payment in full of the
Note Balance of the Class II-A-1 Notes or the Class II-A-6  Notes,  such Classes
shall be entitled to the payment of any outstanding  Interest  Shortfalls  until
any such shortfalls have been paid in full or until the Final Payment Date.

     Issuer or Trust:  The GMACM Home  Equity  Loan Trust  2001-HE2,  a Delaware
business trust, or its successor in interest.

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

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

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

        Lien: Any mortgage,  deed of trust, pledge,  conveyance,  hypothecation,
assignment,  participation, deposit arrangement, encumbrance, lien (statutory or
other),  preference,  priority right or interest or other security  agreement or
preferential  arrangement of any kind or nature whatsoever,  including,  without
limitation,  any  conditional  sale or  other  title  retention  agreement,  any
financing  lease having  substantially  the same  economic  effect as any of the
foregoing  and the filing of any financing  statement  under the UCC (other than
any  such  financing  statement  filed  for  informational   purposes  only)  or

                                       19
<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
related Collection Period that  substantially all Liquidation  Proceeds which it
reasonably  expects to recover,  if any, with respect to the  disposition of the
related REO Property have been recovered.

        Liquidation Expenses: All out-of-pocket expenses (exclusive of overhead)
incurred by or on behalf of the Servicer in connection  with the  liquidation of
any Mortgage Loan and not recovered under any insurance policy,  including legal
fees  and  expenses,  any  unreimbursed  amount  expended  (including,   without
limitation,  amounts  advanced to correct defaults on any mortgage loan which is
senior to such Mortgage  Loan and amounts  advanced to keep current or pay off a
mortgage loan that is senior to such  Mortgage  Loan)  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 in a Loan Group that became a Liquidated  Mortgage Loan during the
related Collection  Period, the unrecovered  portion of the Principal Balance of
such Mortgage Loan and any unpaid  accrued  interest  thereon at the end of such
Collection Period,  after giving effect to the Net Liquidation  Proceeds applied
in reduction of such Principal Balance.

        Liquidation Loss Distribution  Amount:  With respect to any Payment Date
and Loan Group II, the aggregate of (A) 100% of the Liquidation  Loss Amounts on
the  Mortgage  Loans in Loan Group II on such  Payment  Date,  plus (B) any such
Liquidation  Loss  Amounts  on the  Mortgage  Loans in Loan  Group II  remaining
undistributed   from  any  preceding  Payment  Date,   provided  that  any  such
Liquidation Loss Distribution Amount remaining  undistributed from any preceding
Payment Date shall not be distributed to the extent that it was paid by means of
a  draw  on  the   Policy,   from   payments   received   pursuant   to  Section
3.05(a)(I)(xiii) or was reflected in the reduction of the  Overcollateralization
Amount.

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

        Loan  Agreement:  With respect to a HEL, the  promissory  note, or, with
respect to a HELOC,  the credit  line  agreement,  pursuant to which the related
Mortgagor  agrees to pay the indebtedness  evidenced  thereby and secured by the
related Mortgage as modified or amended.

        Loan Group:  Each of Loan Group I and Loan Group II.

        Loan  Group  I: The  Mortgage  Loans  identified  on the  Mortgage  Loan
Schedule as being assigned to Loan Group I and which correspond with the Class I
Notes.

                                       20
<PAGE>

        Loan  Group II: The  Mortgage  Loans  identified  on the  Mortgage  Loan
Schedule as being assigned to Loan Group II and which  correspond with the Class
II Notes.

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

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

        Managed  Amortization  Event:  The  occurrence  of any date prior to the
commencement of the Managed  Amortization  Period on which the amount on deposit
in the Funding Account equals or exceeds $10,000,000.

        Managed  Amortization  Period: The period beginning on the first Payment
Date following the end of the related Revolving Period and ending on the earlier
of (i) December 31, 2006 and (ii) the occurrence of a Rapid Amortization Event.

        Marker  Rate:  With  respect to any Payment  Date and Loan Group II, the
product of (a) the Net WAC Rate for that Loan Group  applicable  for payments to
be made on that Payment Date and (b) a fraction whose numerator is the principal
balance of the Class LT2 REMIC I Regular  Interest and whose  denominator is the
sum of the  principal  balances  of the  Class LT2 and Class LT3 REMIC I Regular
Interests,   where   principal   balances  are  calculated   taking  account  of
distributions made on the prior Payment Date.

     Maximum  Loan Rate:  With  respect to each  HELOC,  the  maximum  loan rate
thereon specified in the related Loan Agreement.

        Maximum Variable Funding Balance:  Shall mean $65,000,000.

     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.

     Minimum Monthly  Payment:  With respect to any Mortgage Loan and any month,
the minimum amount required to be paid by the related Mortgagor in such month.

        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.

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

                                       21
<PAGE>

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

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

        Mortgage Loan Schedule:  The initial  schedule of Initial Mortgage Loans
as of the Cut-Off Date set forth in Exhibit A of the Servicing Agreement, and as
of each Subsequent  Cut-Off Date, any Subsequent  Mortgage Loans, which schedule
sets forth as to each Mortgage Loan (i) the Cut-Off Date Principal Balance, (ii)
in the case of a HELOC, the Credit Limit and Gross Margin, (iii) the name of the
related  Mortgagor,  (iv) in the case of a HELOC, the Maximum Loan Rate, if any,
(v) the loan number,  (vi) the lien  position of the related  Mortgage and (vii)
the  Sub-Group  of each  Loan  Group  into  which  such  Mortgage  Loan has been
assigned.

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

     Mortgaged Property:  The underlying  property,  including real property and
improvements thereon, securing a Mortgage Loan.

        Mortgagor:  The obligor or obligors under a Loan Agreement.

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

        Net Loan Rate:  With respect to any Payment Date and any Mortgage  Loan,
the Loan Rate of that Mortgage Loan as of the first day of the calendar month in
which the related Interest Period begins, net of the premium rate on the related
Policy,  the Servicing Fee Rate and, with respect to the Mortgage  Loans in Loan
Group I,  beginning on the  thirteenth  Payment Date,  0.50% (50 basis  points),
adjusted  to an  effective  rate  reflecting  the  methods by which  interest is
calculated on the related Classes of Notes during such Interest Period.

        Net  Principal  Collections:  With  respect to any Payment  Date and any
Sub-Group of Loan Group I, the excess, if any, of Principal Collections for such
Loan  Group for such  Payment  Date  over the  aggregate  amount  of  Additional
Balances created during the related  Collection  Period,  conveyed to the Issuer
and assigned to such Sub-Group.

        Net WAC Rate:  With  respect to any  Payment  Date and any Loan Group or
Sub-Group,  a per annum rate equal to the weighted average of the Net Loan Rates
of the Mortgage Loans in that Loan Group or Sub-Group as of the first day of the

                                       22
<PAGE>

month preceding the month in which such Payment Date occurs, and weighted on the
basis of the  respective  Principal  Balances of such  Mortgage  Loans as of the
first day of the related Collection Period.

     Net Worth: As of any date of determination,  the net worth of GMACM and its
consolidated subsidiaries, as determined in accordance with GAAP.

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

     Note Balance: The Term Note Balance or the Variable Funding Balance, as the
context may require.

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

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

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

               Class  I-A-1  Notes:  a  floating  rate equal to the least of (i)
        LIBOR plus 0.22% per annum (or, for any Interest Period commencing after
        the first Payment Date on which the aggregate  Note Balance of the Class
        I Notes is less than 10% of the Note  Balance of the Class I Notes as of
        the Closing Date, LIBOR plus 0.44% per annum),  (ii) the related Net WAC
        Rate and (iii) 13.00% per annum;

               Class  I-A-2  Notes:  a  floating  rate equal to the least of (i)
        LIBOR plus 0.23% per annum (or, for any Interest Period commencing after
        the first Payment Date on which the aggregate  Note Balance of the Class
        I Notes is less than 10% of the Note  Balance of the Class I Notes as of
        the Closing Date, LIBOR plus 0.46% per annum),  (ii) the related Net WAC
        Rate and (iii) 13.00% per annum; and

               Class II-A-1  Notes:  a floating  rate equal to the lesser of (i)
          LIBOR plus 0.12% per annum and (ii) the related Net WAC Rate;

               Class II-A-2 Notes:  a fixed rate equal to 5.220% per annum;

               Class II-A-3 Notes:  a fixed rate equal to 5.670% per annum;

               Class  II-A-4  Notes:  a fixed  rate  equal to the  lesser of (i)
          6.370% per annum and (ii) the related Net WAC Rate;

               Class  II-A-5  Notes:  a fixed  rate  equal to the  lesser of (i)
        6.858% per annum (or, for any Interest Period for the Class II-A-5 Notes
        commencing  after the first  Payment  Date on which the  aggregate  Pool
        Balance of Loan Group II is less than 10% of the initial Pool Balance of
        Loan  Group II, a fixed  rate  equal to 7.358%  per  annum) and (ii) the
        related Net WAC Rate;

                                       23
<PAGE>

               Class II-A-6  Notes:  a floating  rate equal to the lesser of (i)
          LIBOR plus 0.12% per annum and (ii) the related Net WAC Rate;

               Class  II-A-7  Notes:  a fixed  rate  equal to the  lesser of (i)
        6.210% per annum (or, for any Interest Period for the Class II-A-7 Notes
        commencing  after the first  Payment  Date on which the  aggregate  Pool
        Balance of Loan Group II is less than 10% of the initial Pool Balance of
        Loan  Group II, a fixed  rate  equal to 6.710%  per  annum) and (ii) the
        related Net WAC Rate; and

               Variable  Funding Notes or any Capped  Funding Notes: a per annum
        floating rate equal to the least of (i) LIBOR plus a margin agreed to in
        writing  between the Noteholder of such Note and the Indenture  Trustee,
        which margin,  subject to the prior written  approval of the Enhancer in
        its  sole  discretion,   shall  not  significantly   exceed  the  margin
        applicable  to the Term Notes (or,  for any Interest  Period  commencing
        after the first Payment Date on which the aggregate Note Balance is less
        than 10% of the initial  aggregate  Note Balance as of the Closing Date,
        LIBOR plus twice the agreed upon margin),  (ii) the related Net WAC Rate
        and (iii) 13.00% per annum.  Such  Noteholders  shall give prior written
        notice to the Rating Agencies of any rate so determined.

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

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

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

     Notes:  The Term Notes or the Variable  Funding  Notes,  as the context may
require.

        Notional  Amount:  With respect to the Class SB-II  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

                                       24
<PAGE>

complying  with, the applicable  requirements of Section 10.01 of the Indenture,
and  delivered  to  the  Indenture  Trustee.  Unless  otherwise  specified,  any
reference in the Indenture to an Officer's  Certificate shall be to an Officer's
Certificate of any Authorized Officer of the Issuer.

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

        Original  Pre-Funded  Amount:  The amount deposited from the proceeds of
the sale of the  Securities  into the  Pre-Funding  Account on the Closing Date,
which amount is $264,023,392.35.

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

        Overcollateralization  Amount:  With  respect to each  Sub-Group of Loan
Group I and any Payment  Date,  the amount (but not less than zero),  if any, by
which (a) the sum of the outstanding  Principal Balance of the Mortgage Loans in
such  Sub-Group  as of the  close of  business  on the  last day of the  related
Collection  Period,  together  with the related  portion of the  property of the
Issuer  allocable to such  Sub-Group  (including  the  allocable  portion of the
Pre-Funded  Amount  (excluding any investment  earnings  thereon) and amounts on
deposit in the Funding Account  (excluding any investment  earnings thereon) and
the Reserve Account), exceeds (b) the Note Balance of the related Class of Class
I Notes,  together  with,  the portion,  if any, of the Variable  Funding  Notes
related to such Sub-Group.

        With respect to Loan Group II and any Payment Date,  the amount (but not
less  than  zero),  if any,  by which (a) the sum of the  outstanding  Principal
Balance of the  Mortgage  Loans in Loan Group II as of the close of  business on
the last day of the related Collection Period, together with the related portion
of the  property  of the  Issuer  allocable  to such Loan Group  (including  the
allocable portion of the Pre-Funded  Amount  (excluding any investment  earnings
thereon)  exceeds (b) the  aggregate  Note Balance of the Class II Notes on such
Payment Date (after application of the Principal Collection  Distribution Amount
and   Liquidation    Loss    Distribution    Amount   for   such   date).    The
Overcollateralization  Amount is subject to  reduction  on any  Payment  Date as
described in Section 3.05(d) of the Indenture.

        Overcollateralization  Increase Amount: With respect to any Payment Date
and Loan Group II, an amount equal to the lesser of (i) the amount  remaining in
the  Note  Payment   Account   following   distributions   pursuant  to  Section

                                       25
<PAGE>

3.05(a)(II)(vii)  of the Indenture and (ii) the amount necessary to increase the
Overcollateralization Amount to the Required Overcollateralization Amount.

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

        Overcollateralization  Target Amount: As to each Sub-Group of Loan Group
I and Payment Date on or prior to the Stepdown  Date, an amount equal to the sum
of (i) 1.00% of the Note Balance of the related Class of Class I Notes as of the
Closing Date,  together with the portion,  if any, of the Variable Funding Notes
related  to such  Sub-Group  (after  taking  into  account  the  payment  of the
Principal  Distribution Amount for such Sub-Group on such Payment Date) and (ii)
100% of the Principal  Balances of all Mortgage Loans in such Sub-Group that are
180 or more  days  contractually  delinquent  as of the last day of the  related
Collection  Period,  and as to each  Sub-Group  of Loan Group I and Payment Date
after the  Stepdown  Date,  an amount  equal to the lesser of (x) the sum of the
amounts  described  in clauses  (i) and (ii) and (y) the sum of (1) 2.00% of the
Pool Balance for the related Sub-Group and (2) 100% of the Principal Balances of
all Mortgage  Loans in such  Sub-Group  that are 180 or more days  contractually
delinquent  as of the  last  day of the  related  Collection  Period;  provided,
however,  (1) if, on any Payment Date, the Excess Spread Percentage is less than
2.00% but greater than or equal to 1.50%,  the percentages  stated in clause (i)
and (y)(1) above will be 1.50% and 3.00%, respectively,  until the Excess Spread
Percentage again equals or exceeds 2.00% for a subsequent  Payment Date; and (2)
if, on any Payment Date,  the Excess Spread  Percentage is less than 1.50%,  the
percentages  stated in  clauses  (i) and  (y)(1)  above will be 2.00% and 4.00%,
respectively,  until the Excess Spread  Percentage again equals or exceeds 1.50%
for a subsequent Payment Date.

     Owner  Trust:  GMACM  Home  Equity  Loan  Trust  2001-HE2,  created  by the
Certificate of Trust pursuant to the Trust Agreement.

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

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

     Paying Agent:  Any paying agent or co-paying  agent  appointed  pursuant to
Section 3.03 of the Indenture, which initially shall be the Indenture Trustee.

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

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

                                       26
<PAGE>

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

        Permitted Investments:  One or more of the following:

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

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

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

        (iv) commercial paper (having  original  maturities of not more than 365
days) of any corporation incorporated under the laws of the United States or any
state  thereof  which on the date of  acquisition  has been rated by each Rating
Agency in its highest  short-term rating categories  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  category  available
including any fund advised by the Indenture Trustee or an Affiliate thereof; and

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

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

                                       27
<PAGE>

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 debt shall mean AAA in the case of Standard & Poor's,  Aaa in the case
of  Moody's  and AAA in the case of  Fitch,  if rated by Fitch,  and  references
herein to the highest short-term rating category available shall mean A-1 in the
case of  Standard  & Poor's,  P-1 in the case of  Moody's  and F1 in the case of
Fitch, if rated by Fitch.

     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:  The meaning specified in Section 3.05 of the Trust Agreement.

     Plan Assets: The meaning specified in Section 3.05 of the Trust Agreement.

     Policy:  Each of the Class I Policy  or the  Class II  Policy  or both,  as
applicable.

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

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

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

        Pre-Funding  Account: The account established and maintained pursuant to
Section 3.17 of the Servicing Agreement.

        Pre-Funding  Period:  With  respect  to either  Loan  Group,  the period
commencing  on the Closing  Date until the earliest of (i) the date on which the
amount on deposit in the  Pre-Funding  Account is less than $50,000 with respect
to such Loan Group,  (ii)  September 26, 2001 or (iii) the occurrence of a Rapid
Amortization  Event,  in the  case  of Loan  Group  I,  or the  occurrence  of a
Servicing Default, in the case of Loan Group II.

        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.

        Principal  Balance:  With  respect to any  Mortgage  Loan,  other than a
Liquidated  Mortgage Loan, and as of any day, the related Cut-Off Date Principal
Balance, plus (i) with respect to a HELOC, any Additional Balances in respect of

                                       28
<PAGE>

such  HELOC  conveyed  to the  Trust,  minus (ii) all  collections  credited  as
principal in respect of any such Mortgage  Loan in  accordance  with the related
Loan Agreement  (except,  with respect to a HELOC, any such collections that are
allocable  to any Excluded  Amount) and applied in  reduction  of the  Principal
Balance  thereof.  For purposes of this definition,  a Liquidated  Mortgage Loan
shall be deemed to have a Principal  Balance equal to the  Principal  Balance of
the  related  Mortgage  Loan   immediately   prior  to  the  final  recovery  of
substantially all related  Liquidation  Proceeds and a Principal Balance of zero
thereafter.

     Principal  Collections:  With respect to any Payment Date and Mortgage Loan
in a Loan Group, the aggregate of the following amounts:

        (i) the total  amount of  payments  made by or on behalf of the  related
Mortgagor,  received and applied as payments of principal on such  Mortgage Loan
during the related Collection Period, as reported by the Servicer or the related
Subservicer;

        (ii) any  Liquidation  Proceeds  allocable  as a recovery  of  principal
received in connection  with such  Mortgage  Loan during the related  Collection
Period;

        (iii) if such Mortgage Loan was  repurchased by a Seller pursuant to the
Purchase Agreement during the related  Collection Period,  100% of the Principal
Balance  thereof as of the date of such purchase and if any Eligible  Substitute
Loan is  substituted  for a Deleted Loan,  the related  Substitution  Adjustment
Amount; and
        (iv) any other  amounts  received  as  payments  on or  proceeds of such
Mortgage Loan during the Collection  Period,  to the extent applied in reduction
of the Principal Balance thereof;

provided,  that Principal  Collections shall be reduced by any amounts withdrawn
from the  Custodial  Account  pursuant to clauses (c),  (i), (j), (l) and (m) of
Section 3.03 of the  Servicing  Agreement,  and shall not include any portion of
such amounts attributable to any Excluded Amount in respect of any Mortgage Loan
that are allocable to principal of such Mortgage Loan and not otherwise excluded
from the amounts specified in (i) through (iv) above.

        Principal Collection  Distribution Amount: With respect to Loan Group II
and any Payment Date, the total Principal Collections for Loan Group II for such
Payment Date, plus amounts on deposit in the Pre-Funding Account attributable to
Loan   Group   II  at  the   end   of   the   Pre-Funding   Period,   less   any
Overcollateralization  Release  Amount for Loan Group II and such  Payment  Date
(but not below $0).

        Principal  Distribution  Amount: For any Payment Date and each Sub-Group
of Loan Group I (i) during the Revolving Period, the amount, if any, transferred
from  the  Pre-Funding  Account  to the Note  Payment  Account  related  to such
Sub-Group,  pursuant  to Section  3.17(b) of the  Servicing  Agreement,  and the
amount, if any,  transferred from the Funding Account to the Note Payment Amount
related to such  Sub-Group,  pursuant to Section  3.18(c)(ii)  of the  Servicing
Agreement,   (ii)  during  the  Managed   Amortization   Period,  Net  Principal
Collections for the Mortgage Loans in such Sub-Group, and (iii) during the Rapid
Amortization  Period,  Principal  Collections  for the  Mortgage  Loans  in such
Sub-Group;  provided,  that on any Payment Date during the Amortization Periods,

                                       29
<PAGE>

the  Principal  Distribution  Amount for such Payment Date and  Sub-Group  shall
include, from the Excess Spread, to the extent available,  or, to the extent not
available,   from  a  draw  on  the   Policy   (but  only  to  the   extent  the
Overcollateralization Amount for such Sub-Group is zero), an amount equal to the
aggregate  of the  Liquidation  Loss  Amounts  for  such  Payment  Date and such
Sub-Group.

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

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

     Prospectus  Supplement:  The  prospectus  supplement  dated June 25,  2001,
relating to the Term Notes.

     Purchase  Agreement:  The mortgage loan purchase agreement dated as of June
28,  2001,  among the  Sellers,  the  Purchaser,  the Issuer  and the  Indenture
Trustee.

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

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

        Rapid Amortization Event:  Any one of the following events:

(a) the  failure  on the part of a Seller  (i) to make any  payment  or  deposit
required to be made under the Purchase Agreement within five Business Days after
the date such  payment or deposit is required to be made;  or (ii) to observe or
perform in any material  respect any other covenants or agreements of the Seller
set forth in the Purchase  Agreement,  which failure continues  unremedied for a
period of 60 days after written notice and such failure materially and adversely
affects the interests of the Securityholders or the Enhancer; provided, however,
that a Rapid  Amortization  Event  shall not be deemed to have  occurred if such
Seller  has  repurchased  or caused to be  repurchased  or  substituted  for the
affected  Mortgage Loan during such period (or within an additional 60 days with
the consent of the Indenture  Trustee and the  Enhancer) in accordance  with the
provisions of the Indenture;

(b) if any representation or warranty made by a Seller in the Purchase Agreement
proves  to have  been  incorrect  in any  material  respect  when made and which
continues to be  incorrect in any material  respect for a period of 45 days with
respect to any  representation  or warranty of the Seller made in Section 3.1(a)
or 3.1(c)(i),  as applicable,  of the Purchase Agreement or 90 days with respect
to any  representation  or warranty  made in Section  3.1(b) or  3.1(c)(ii),  as
applicable,  of the Purchase  Agreement  after written notice and as a result of
which the interests of the  Securityholders  or the Enhancer are  materially and
adversely affected; provided, however, that a Rapid Amortization Event shall not
be  deemed  to have  occurred  if the  Seller  has  repurchased  or caused to be
repurchased or substituted for the affected Mortgage Loan during such period (or
within an additional  60 days with the consent of the Indenture  Trustee and the
Enhancer) in accordance with the provisions of the Indenture;

                                       30
<PAGE>

(c) the  entry  against  a Seller  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;

(d) either Seller 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 Seller or the Issuer or of or
relating  to all or  substantially  all of its  property;  or the  Seller or the
Issuer 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;

(e) the Issuer  shall  become  subject to  regulation  by the  Commission  as an
investment  company within the meaning of the Investment Company Act of 1940, as
amended;

(f) a  Servicing  Default  shall  occur and be  unremedied  under the  Servicing
Agreement and a qualified successor Servicer shall not have been appointed;

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

(h)  the  Issuer  is  determined  to be  an  association  (or a  publicly-traded
partnership)  taxable as a  corporation  or a taxable  mortgage pool for federal
income tax purposes; or

(i) an event of default under the Insurance  Agreement  (except for a default by
the  Enhancer,  unless  such  Enhancer  cannot be  replaced  without  additional
expense).

(j) In the case of any event  described  in (a),  (b),  (f), (g) or (i), a Rapid
Amortization  Event  shall  be  deemed  to have  occurred  only  if,  after  any
applicable grace period described in such clauses, any of the Indenture Trustee,
the Enhancer or, with the consent of the  Enhancer,  Securityholders  evidencing
not less than 51% of the aggregate  Securities Balance, by written notice to the
Sellers, the Servicer, the Depositor and the Owner Trustee (and to the Indenture
Trustee, if given by the Enhancer or the Securityholders),  declare that a Rapid
Amortization  Event has occurred as of the date of such  notice.  In the case of
any event described in clauses (c), (d), (e) or (h), a Rapid  Amortization Event
shall be deemed to have occurred  without any notice or other action on the part
of the Indenture Trustee,  the Securityholders or the Enhancer  immediately upon
the occurrence of such event; provided, that any Rapid Amortization Event may be
waived and deemed of no effect with the written consent of the Enhancer and each
Rating Agency, subject to the satisfaction of any conditions to such waiver.

        Rapid  Amortization  Period:  As to each Class of Term Notes, the period
beginning on the earlier of (i) the first Payment Date  following the end of the
Managed  Amortization  Period and (ii) the  occurrence  of a Rapid  Amortization
Event, and ending upon the termination of the Issuer.

                                       31
<PAGE>

        Rating Agency: Each of Moody's, Standard & Poor's, Fitch 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 unsecured rating
category of a Rating  Agency  shall mean A-1 or better in the case of Standard &
Poor's,  P-1 or  better in the case of  Moody's  and F1 or better in the case of
Fitch;  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,  "Aaa" in the case of
Moody's  and  "AAA" in the case of Fitch;  and in the case of any  other  Rating
Agency, shall mean such equivalent rating.

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

        Record  Date:  With  respect to the Class I Notes,  the Class II-A-1 and
Class II-A-6  Notes and any Payment  Date,  unless the Class I Notes,  the Class
II-A-1 Notes and Class II-A-6 Notes are no longer held in book-entry  form,  the
Business  Day  immediately  preceding  such Payment Date and with respect to the
Class II-A-2 Notes,  Class II-A-3 Notes,  Class II-A-4 Notes, Class II-A-5 Notes
and Class II-A-7 Notes,  and the Class I Notes, the Class II-A-1 Notes and Class
II-A-6 Notes, if such Class I Notes,  Class II-A-1 and Class II-A-6 Notes are no
longer held in book-entry form, the last Business Day of the month preceding the
month of such Payment Date.

        Reference Bank Rate:  With respect to any Interest  Period,  as follows:
the arithmetic mean (rounded upwards, if necessary, to the nearest one sixteenth
of 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 I Notes, the Class
II-A-1 Notes and Class II-A-6 Notes; provided, that at least two Reference Banks
provide such rate. If fewer than two such rates are provided, the Reference Bank
Rate will be the arithmetic  mean of the rates quoted by one or more major banks
in New York City,  selected by the Indenture Trustee after consultation with the
Servicer and the  Enhancer,  as of 11:00 a.m.,  New York time,  on such date for
loans in U.S.  Dollars  to leading  European  banks for a period of one month in
amounts approximately equal to the aggregate Note Balance of the Notes.

     Reference Banks:  Barclays Bank plc, National Westminster Bank and Deutsche
Bank, A.G.

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

        Related  Documents:  With respect to each Mortgage  Loan,  the documents
specified in Section 2.1(e) of the Purchase Agreement and any documents required
to be added to such  documents  pursuant to the  Purchase  Agreement,  the Trust
Agreement or the Servicing Agreement.

        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

                                       32
<PAGE>

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

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

        REMIC Administrator:  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 Group II Mortgage Loans for the related  Collection  Period shall
be allocated as follows: Liquidation Loss Amounts shall be allocated to the 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 LT1, LT2, LT3 and LT4 REMIC I Regular  Interests to the aggregate
principal  balance of the Loan Group II Mortgage Loans  (including any remaining
Pre-Funded Amount related to Loan Group II) with any remaining  Liquidation Loss
Amounts treated as reducing  accrued interest on the LT1, LT2, LT3 and LT4 REMIC
I Regular Interests.  Liquidation Loss Amounts treated as reducing the principal
balance  of the  LT1,  LT2,  LT3 and LT4  REMIC I  Regular  Interests  shall  be
allocated,  first,  to the 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 LT1 REMIC I Regular
Interest  until the principal  balance of such Regular  Interest shall have been
reduced  to zero,  and,  thereafter,  to the LT2,  LT3 and LT4  REMIC I  Regular
Interests pro-rata according to their respective principal balances.

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


                                       33
<PAGE>


<TABLE>
<CAPTION>

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

<S>          <C>                       <C>           <C>                              <C> <C>
         I-LT1                 Variable(2)           $584,902,369.56        September 25, 2031

         I-LT2                 Variable(2)                 19,369.52        September 25, 2031

         I-LT3                      0%                     39,130.44        September 25, 2031

         I-LT4                 Variable(2)                 39,130.44        September 25, 2031
</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 in Loan Group
               II 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 REMIC I Regular Interests I-LT1
and I-LT2, the weighted  average Net Loan Rate on the then outstanding  Mortgage
Loans in Loan  Group II and  related  REO  Properties.  With  respect to REMIC I
Regular Interest I-LT-3, zero (0.00% per annum). With respect to REMIC I Regular
Interests  I-LT4,  twice  the  weighted  average  Net  Loan  Rate  on  the  then
outstanding Mortgage Loans in Loan Group II and related REO Properties.

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

        REMIC II  Certificates:  Any  Class  of  Class II Notes  and or Group II
Certificates (other than the Class R-I Certificates).

        REMIC II Regular  Interests:  Each Class of Class II Notes together with
the Class  SB-II-IO  REMIC II Regular  Interest and the Class  SB-II-PO REMIC II
Regular Interest.

        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,

                                       34
<PAGE>

notices and  announcements  promulgated  thereunder,  as the foregoing may be in
effect from time to time.

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

     Representative:  Bear,  Stearns  &  Co.  Inc.,  as  representative  of  the
Underwriters  set forth in the  related  Underwriting  Agreement  and  Greenwich
Capital Markets,  Inc., as  representative  of the Underwriters set forth in the
related Underwriting Agreement.

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

        Repurchase  Price:  With  respect to any  Mortgage  Loan  required to be
repurchased  on any date pursuant to the Purchase  Agreement or purchased by the
Servicer pursuant to the Servicing Agreement,  an amount equal to the sum of (i)
100% of the Principal Balance thereof (without reduction for any amounts charged
off) and (ii) unpaid  accrued  interest at the Loan Rate (or with respect to the
last day of the month in the month of repurchase, the Loan Rate will be the Loan
Rate in effect as of the  second to last day in such  month) on the  outstanding
Principal  Balance  thereof from the Due Date to which interest was last paid by
the  related  Mortgagor  to the first day of the  month  following  the month of
purchase.  No portion of any Repurchase  Price shall be included in any Excluded
Amount for any Payment Date during the Rapid Amortization Period.

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

        Required Overcollateralization Amount: With respect to Loan Group II and
any Payment Date prior to the Stepdown Date, the Required  Overcollateralization
Amount  will be an amount  equal to 1.50% of the  initial  Pool  Balance of Loan
Group II. As to any Payment  Date, on or after the Stepdown  Date,  the Required
Overcollateralization  Amount  will be equal to the greater of (I) the sum of an
amount  equal to (i) 1.50% of the  aggregate  Principal  Balance of the Mortgage
Loans in Loan Group II that are less than 30 days contractually delinquent as of
the last day of the related  Collection  Period,  (ii)  10.50% of the  aggregate
Principal  Balance of the Mortgage Loans in Loan Group II that are 30 to 59 days

                                       35
<PAGE>

contractually  delinquent as of the last day of the related  Collection  Period,
(iii) 22.50% of the aggregate  Principal  Balance of the Mortgage  Loans in Loan
Group II that are 60 to 89 days  contractually  delinquent as of the last day of
the related Collection Period, (iv) 60.00% of the aggregate Principal Balance of
the  Mortgage  Loans in Loan Group II that are greater  than or equal to 90 days
contractually  delinquent as of the last day of the related  Collection  Period,
(v) 37.50% of the  aggregate  Principal  Balance of the  Mortgage  Loans in Loan
Group II that are in Bankruptcy as of such Payment Date,  and (vi) 75.00% of the
aggregate  Principal  Balance of the Mortgage Loans in Loan Group II that are in
foreclosure or that relate to REO Properties; and (II) 0.20% of the initial Pool
Balance.  Notwithstanding the above, the Required  Overcollateralization  Amount
shall  not  exceed  1.50% of the  initial  Pool  Balance  of Loan  Group  II. In
addition,  the  Required  Overcollateralization  Amount may be reduced  with the
prior written consent of the Enhancer and the Rating Agencies.

     Reserve Account: The account established and maintained pursuant to Section
3.20 of the Servicing Agreement.

        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.

        Revolving Period:  With respect to Loan Group I, the period beginning on
the Closing Date and ending on the earlier of (i)  December  31, 2002,  and (ii)
the occurrence of a Managed Amortization Event or a Rapid Amortization Event.

        Rolling Six-Month Annualized  Liquidation Loss Amounts:  With respect to
any  Determination  Date and Loan  Group I,  the  product  of (i) the  aggregate
Liquidation  Loss  Amounts as of the end of each of the six  Collection  Periods
immediately  preceding  such  Determination  Date  divided by the  Initial  Pool
Balance, in each case in respect of Loan Group I, and (ii) two (2).

        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 Term Note Balance,  Variable  Funding  Balance or
Certificate Balance, as the context may require.

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

        Securityholder:  Any Noteholder or Certificateholder.

        Seller  or  Sellers:   GMAC   Mortgage   Corporation,   a   Pennsylvania
corporation, and its successors and assigns, Walnut Grove Home Equity Loan Trust
2000-A,  a Delaware  business  trust,  and its successors and assigns and Walnut
Grove Mortgage Loan Trust 2001-A, a Delaware  business trust, and its successors
and assigns.

                                       36
<PAGE>

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

     Servicing  Agreement:  The  servicing  agreement  dated as of June 28, 2001
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:  The meaning specified in Section 7.01 of the Servicing
Agreement.

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

        Servicing Fee Rate:  0.50% per annum.

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

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

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

        Stepdown  Date:  With  respect to any Loan  Group,  the later of (i) the
Payment Date in January 2004 and (ii) the Payment Date on which the Pool Balance
of the  related  Loan Group  (after  applying  payments  received in the related
Collection  Period) as of such Payment Date is less than 50% of the initial Pool
Balance of the related Loan Group.

        Sub-Group:  Each of Sub-Group I(A),  Sub-Group I(B),  Sub-Group II(A) or
Sub-Group II(B), as applicable.

        Sub-Group I(A): The Mortgage Loans in Loan Group I which correspond with
the Class I-A-1 Notes.

        Sub-Group I(B): The Mortgage Loans in Loan Group I which correspond with
the Class I-A-2 Notes.

        Sub-Group  II(A):  The Mortgage Loans in Loan Group II which  correspond
with the Class II-A Notes.

        Sub-Group  II(B):  The Mortgage Loans in Loan Group II which  correspond
with the Class II-B Notes.

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

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

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

        Subsequent Transfer Agreement:  Each Subsequent Transfer Agreement dated
as of a  Subsequent  Transfer  Date  executed by the  respective  Seller and the
Issuer  substantially  in the form of Exhibit 2 to the  Purchase  Agreement,  by
which the related Subsequent Mortgage Loans are sold to the Issuer.

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

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

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

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

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

        Tax Matters Partner: GMACM, as the Servicer, for so long as the Servicer
holds all or any  portion of the Class SB-I  Certificates;  if any other  Person
holds  100% of the Class  SB-I  Certificates,  such  Person;  and  otherwise  as
provided in the Code.

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        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
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.

        Term Note  Balance:  With  respect to any Payment  Date and any Class of
Term Notes,  the Initial Term Note Balance of such Class reduced by all payments
of principal on such Class prior to such Payment Date.

        Term  Notes:  The GMACM  Home  Equity  Loan-Backed  Term  Notes,  Series
2001-HE2,  Class I-A-1, Class I-A-2, Class II-A-1,  Class II-A-2,  Class II-A-3,
Class II-A-4, Class II-A-5, Class II-A-6 and Class II-A-7.

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

     Transfer Date: As defined in Section 3.15(c) of the Servicing Agreement.

     Transfer  Notice  Date:  As  defined in  Section  3.15(c) of the  Servicing
Agreement.

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

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

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

     Trust Agreement: The trust agreement dated as of June 28, 2001, 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.

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

        Uncertificated  Accrued  Interest:  With respect to any Regular Interest
for any Payment Date, one month's  interest at the related  Remittance  Rate for
such  Payment  Date,  accrued  on  the   Uncertificated   Principal  Balance  or
Uncertificated Notional Amount, as applicable, immediately prior to such Payment
Date.  Uncertificated Accrued Interest for the 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
relating to the Mortgage Loans for any Payment Date shall be allocated among the
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.

     Underwriter:  Each of Bear, Stearns & Co. Inc.,  Greenwich Capital Markets,
Inc., First Union Securities, Inc. and UBS Warburg LLC.

     Underwriting Agreement:  Each of the underwriting agreements dated June 25,
2001,  between (i) with respect to the Class I Notes,  the Depositor,  GMACM and
Bear,  Stearns & Co. Inc.,  as the  Representative  and (ii) with respect to the
Class II Notes, the Depositor, GMACM and Greenwich Capital Markets, Inc., as the
Representative.

        Uniform Single  Attestation  Program for Mortgage  Bankers:  The Uniform
Single  Attestation  Program for Mortgage Bankers,  as published by the Mortgage
Bankers  Association  of America and  effective  with respect to fiscal  periods
ending on or after December 15, 1995.

        United  States  Person:  A citizen or resident of the United  States,  a
corporation,  partnership  or other entity created or organized in, or under the
laws of, the United  States,  any state  thereof,  or the  District  of Columbia
(except  in the  case of a  partnership,  to the  extent  provided  in  Treasury
regulations)  or  any  political  subdivision  thereof,  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.

     Unpaid Principal Amount: As defined in Section 3.05(a) of the Indenture.

        Variable  Funding  Balance:  With  respect to any  Payment  Date and any
Variable  Funding Notes,  the Initial  Variable Funding Balance thereof prior to
such Payment Date (a) increased by the Aggregate  Balance  Differential for such
Variable Funding Note immediately  prior to such Payment Date and (b) reduced by
all distributions of principal thereon prior to such Payment Date.

     Variable Funding Notes: The GMACM Home Equity Loan-Backed  Variable Funding
Notes,  Series 2001-HE2,  Class I-A and Class I-B,  including any Capped Funding
Notes.

     WG Trust  2000:  Walnut  Grove Home Equity  Loan Trust  2000-A,  a Delaware
business trust.

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

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