EXHIBIT 4.2



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                   RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,

                                  as Depositor

                                       and

                            WILMINGTON TRUST COMPANY

                                as Owner Trustee

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


                                 TRUST AGREEMENT

                           Dated as of March 26, 2002

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


                      GMACM HOME EQUITY LOAN TRUST 2002-HE2
                   GMACM Home Equity Loan-Backed Certificates,
                                 Series 2002-HE2



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<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                            PAGE




<S>                                                                                        <C>
ARTICLE I         Definitions...............................................................1

Section 1.01.  Definitions..................................................................1

Section 1.02.  Other Definitional Provisions................................................1

ARTICLE II        Organization..............................................................3

Section 2.01.  Name.........................................................................3

Section 2.02.  Office.......................................................................3

Section 2.03.  Purposes and Powers..........................................................3

Section 2.04.  Appointment of Owner Trustee.................................................4

Section 2.05.  Initial Capital Contribution of Trust Estate.................................4

Section 2.06.  Declaration of Trust.........................................................4

Section 2.07.  Title to Trust Property......................................................4

Section 2.08.  Situs of Trust...............................................................5

Section 2.09.  Representations and Warranties of the Depositor..............................5

Section 2.10.  Payment of Trust Fees........................................................6

ARTICLE III       Conveyance of the Mortgage Loans; Certificates............................7

Section 3.01.  Conveyance of the Mortgage Loans.............................................7

Section 3.02.  Initial Ownership............................................................7

Section 3.03.  Issuance of Certificates.....................................................7

Section 3.04.  Authentication of Certificates...............................................7

       Section 3.05. Registration of and Limitations on Transfer and Exchange of
Certificates................................................................................8

Section 3.06.  Mutilated, Destroyed, Lost or Stolen Certificates...........................13

Section 3.07.  Persons Deemed Certificateholders...........................................13

Section 3.08.  Access to List of Certificateholders' Names and Addresses...................13

Section 3.09.  Maintenance of Office or Agency.............................................14

Section 3.10.  Certificate Paying Agent....................................................14

Section 3.11.  Cooperation.................................................................16

Section 3.12.  [Reserved]..................................................................16

Section 3.13.  Subordination...............................................................16

Section 3.14.  No Priority Among Certificates..............................................16

ARTICLE IV        Authority and Duties of Owner Trustee....................................17

Section 4.01.  General Authority...........................................................17

Section 4.02.  General Duties..............................................................17

                                        i
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Section 4.03.  Action upon Instruction.....................................................17

Section 4.04.  No Duties Except as Specified under Specified Documents or in

                       Instructions........................................................18

Section 4.05.  Restrictions................................................................18

Section 4.06.  Prior Notice to Certificateholders and the Enhancer with Respect

                       to Certain Matters..................................................18

Section 4.07.  Action by Certificateholders with Respect to Certain Matters................19

Section 4.08.  Action by Certificateholders with Respect to Bankruptcy.....................19

Section 4.09.  Restrictions on Certificateholders' Power...................................19

Section 4.10.  Majority Control............................................................19

Section 4.11.  Doing Business in Other Jurisdictions.......................................20

ARTICLE V         Application of Trust Funds...............................................21

Section 5.01.  Distributions...............................................................21

Section 5.02. Method of Payment...........................................................23

Section 5.03.  Signature on Returns........................................................23

Section 5.04.  Statements to Certificateholders............................................23

ARTICLE VI        Concerning the Owner Trustee.............................................24

Section 6.01.  Acceptance of Trusts and Duties.............................................24

Section 6.02.  Furnishing of Documents.....................................................25

Section 6.03.  Representations and Warranties..............................................25

Section 6.04.  Reliance; Advice of Counsel.................................................26

Section 6.05.  Not Acting in Individual Capacity...........................................26

Section 6.06.  Owner Trustee Not Liable for Certificates or Related Documents..............26

Section 6.07.  Owner Trustee May Own Certificates and Notes................................27

ARTICLE VII       Compensation of Owner Trustee............................................28

Section 7.01.  Owner Trustee's Fees and Expenses...........................................28

Section 7.02.  Indemnification.............................................................28

ARTICLE VIII      Termination of Trust Agreement...........................................30

Section 8.01.  Termination of Trust Agreement..............................................30

Section 8.02.  Additional Termination Requirements.........................................31

ARTICLE IX        Successor Owner Trustees and Additional Owner Trustees...................32

Section 9.01.  Eligibility Requirements for Owner Trustee..................................32

                                        ii
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Section 9.02.  Replacement of Owner Trustee................................................32

Section 9.03.  Successor Owner Trustee.....................................................33

Section 9.04.  Merger or Consolidation of Owner Trustee....................................33

Section 9.05.  Appointment of Co-Trustee or Separate Trustee...............................33

ARTICLE X         Miscellaneous............................................................35

Section 10.01.  Amendments.................................................................35

Section 10.02.  No Legal Title to Trust Estate.............................................36

Section 10.03.  Limitations on Rights of Others............................................36

Section 10.04.  Notices....................................................................37

Section 10.05.  Severability...............................................................37

Section 10.06.  Separate Counterparts......................................................37

Section 10.07.  Successors and Assigns.....................................................37

Section 10.08.  No Petition................................................................38

Section 10.09.  No Recourse................................................................38

Section 10.10.  Headings...................................................................38

Section 10.11.  GOVERNING LAW..............................................................38

Section 10.12.  Integration................................................................38

Section 10.13.  Rights of Enhancer to Exercise Rights of Certificateholders................38




<PAGE>





                                TABLE OF CONTENTS
                                   (CONTINUED)
                                                                                          PAGE

                                    EXHIBITS

Exhibit A - Form of Class SB Certificate..................................................A-1
Exhibit B - Certificate of Trust..........................................................B-1
Exhibit C - Form of Rule 144A Investment Representation...................................C-1
Exhibit D - Form of Investor Representation Letter........................................D-1
Exhibit E - Form of Transferor Representation Letter......................................E-1
Exhibit F - Form of Certificate of Non-Foreign Status.....................................F-1
Exhibit G - Form of ERISA Representation Letter...........................................G-1
Exhibit H - Form of Representation Letter.................................................H-1
Exhibit I - Form of Class R Certificates..................................................I-1
Exhibit J-1 - Form of Transfer Affidavit and Agreement..................................J-1-1
Exhibit J-2 - Form of Transferor Certificate............................................J-2-1


</TABLE>

<PAGE>



                                       11


        This trust  agreement,  dated as of March 26, 2002 (as amended from time
to time, the "Trust Agreement"), is between Residential Asset Mortgage Products,
Inc., a Delaware  corporation,  as depositor (the  "Depositor"),  and Wilmington
Trust  Company,  a Delaware  banking  corporation,  as owner trustee (the "Owner
Trustee").


                                   WITNESSETH:

     WHEREAS,  the  Depositor  and the Owner  Trustee  desire to form a Delaware
business trust;

        NOW,  THEREFORE,  In  consideration  of  the  mutual  agreements  herein
contained, the Depositor and the Owner Trustee agree as follows:

                                   ARTICLE I

                                   Definitions

Section 1.01. Definitions.  For all purposes of this Trust Agreement,  except as
otherwise  expressly  provided herein or unless the context otherwise  requires,
capitalized  terms used herein  that are not  otherwise  defined  shall have the
meanings  ascribed  thereto in Appendix A to the indenture dated as of March 26,
2002 (the  "Indenture"),  between  GMACM Home  Equity  Loan Trust  2002-HE2,  as
Issuer, and Wells Fargo Bank Minnesota,  N.A., as Indenture  Trustee.  All other
capitalized terms used herein shall have the meanings specified herein.

Section 1.02.  Other Definitional Provisions.

(a) All terms defined in this Trust  Agreement  shall have the defined  meanings
when used in any certificate or other document made or delivered pursuant hereto
unless otherwise defined therein.

(b) As used in this Trust  Agreement and in any  certificate  or other  document
made or delivered  pursuant hereto or thereto,  accounting  terms not defined in
this  Trust  Agreement  or in  any  such  certificate  or  other  document,  and
accounting  terms  partly  defined  in  this  Trust  Agreement  or in  any  such
certificate  or  other  document  to the  extent  not  defined,  shall  have the
respective   meanings  given  to  them  under  generally   accepted   accounting
principles. To the extent that the definitions of accounting terms in this Trust
Agreement or in any such certificate or other document are inconsistent with the
meanings of such terms  under  generally  accepted  accounting  principles,  the
definitions  contained  in this Trust  Agreement or in any such  certificate  or
other document shall control.

(c) The words "hereof,"  "herein,"  "hereunder" and words of similar import when
used in this Trust  Agreement shall refer to this Trust Agreement as a whole and
not to any  particular  provision of this Trust  Agreement;  Section and Exhibit
references  contained in this Trust  Agreement  are  references  to Sections and
Exhibits in or to this Trust  Agreement  unless  otherwise  specified;  the term
"including"  shall mean  "including  without  limitation";  "or"  shall  include
"and/or"; and the term "proceeds" shall have the meaning ascribed thereto in the
UCC.

                                       1
<PAGE>

(d) The  definitions  contained in this Trust  Agreement  are  applicable to the
singular as well as the plural forms of such terms and to the  masculine as well
as to the feminine and neuter genders of such terms.

(e) 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.

                                       2
<PAGE>

                                   ARTICLE II


                                  Organization

Section  2.01.  Name.  The trust  created  hereby  shall be known as "GMACM Home
Equity  Loan Trust  2002-HE2,"  in which name the Owner  Trustee may conduct the
business  of the Trust,  make and execute  contracts  and other  instruments  on
behalf of the Trust and sue and be sued.

Section  2.02.  Office.  The  office of the Trust  shall be in care of the Owner
Trustee at the  Corporate  Trust Office or at such other  address in Delaware as
the Owner Trustee may designate by written notice to the Certificateholders, the
Depositor and the Enhancer.

Section 2.03.  Purposes and Powers. The purpose of the Trust is to engage in the
following activities:

(i) to issue the Notes pursuant to the Indenture and the  Certificates  pursuant
to this Trust Agreement and to sell the Notes and the Certificates;

(ii) to purchase the Mortgage Loans and to pay the organizational,  start-up and
transactional expenses of the Trust;

(iii) to assign, grant, transfer,  pledge and convey the Mortgage Loans pursuant
to the Indenture and to hold,  manage and  distribute to the  Certificateholders
pursuant to Section 5.01 any portion of the  Mortgage  Loans  released  from the
Lien of, and remitted to the Trust pursuant to, the Indenture;

(iv) to enter into and  perform its  obligations  under the Basic  Documents  to
which it is to be a party;

(v) to engage in those activities,  including entering into agreements, that are
necessary,  suitable or convenient to accomplish the foregoing or are incidental
thereto  or  connected  therewith,  including,  without  limitation,  to  accept
additional  contributions  of  equity  that are not  subject  to the Lien of the
Indenture; and

(vi) subject to  compliance  with the Basic  Documents,  to engage in such other
activities  as may be  required in  connection  with  conservation  of the Trust
Estate and the making of distributions to the Securityholders.

The Trust is hereby authorized to engage in the foregoing activities.  The Trust
shall not engage in any activity other than in connection  with the foregoing or
other than as required or authorized by the terms of this Trust Agreement or the
other Basic Documents  while any Note is outstanding  without the consent of the
Certificateholders  of  Certificates  evidencing  a  majority  of the  aggregate
Certificate  Percentage  Interest of each Class of  Certificates,  the Indenture
Trustee,  the Enhancer and the  Noteholders of Notes  representing a majority of
the aggregate Voting Rights of the Notes.

                                       3
<PAGE>

Section 2.04.  Appointment of Owner Trustee.  The Depositor  hereby appoints the
Owner Trustee as trustee of the Trust  effective as of the date hereof,  to have
all the rights, powers and duties set forth herein.

Section 2.05. Initial Capital  Contribution of Trust Estate. In consideration of
the delivery by the Owner Trustee,  on behalf of the Trust, of the Securities to
the Depositor or its designee,  upon the order of the Depositor,  the Depositor,
as of the Closing Date and concurrently  with the execution and delivery hereof,
does  hereby  transfer,  assign,  set over and  otherwise  convey to the  Trust,
without  recourse,  but subject to the other terms and  provisions of this Trust
Agreement,  all of the right,  title and interest of the Depositor in and to the
Trust Estate. The foregoing transfer,  assignment,  set over and conveyance does
not, and is not intended to,  result in a creation or an assumption by the Trust
of any  obligation of the  Depositor or any other Person in connection  with the
Trust Estate or under any agreement or instrument  relating  thereto,  except as
specifically set forth herein.

        The Owner Trustee,  on behalf of the Trust,  acknowledges the conveyance
to the Trust by the  Depositor,  as of the Closing  Date,  of the Trust  Estate,
including  all right,  title and  interest of the  Depositor in and to the Trust
Estate.  Concurrently with such conveyance and in exchange  therefor,  the Trust
has pledged the Trust  Estate to the  Indenture  Trustee  and has  executed  the
Certificates  and  the  Notes  and  caused  them to be  duly  authenticated  and
delivered.

Section 2.06.  Declaration of Trust.  The Owner Trustee hereby  declares that it
shall hold the Trust  Estate in trust upon and  subject  to the  conditions  set
forth herein for the use and benefit of the  Certificateholders,  subject to the
obligations of the Trust under the Basic  Documents.  It is the intention of the
parties  hereto that the Trust  constitute  a business  trust under the Business
Trust Statute and that this Trust Agreement  constitute the governing instrument
of such business trust. Effective as of the date hereof, the Owner Trustee shall
have all rights,  powers and duties set forth herein and in the  Business  Trust
Statute  with  respect to  accomplishing  the  purposes of the Trust.  It is the
intention of the parties hereto that, solely for federal, state and local income
and franchise tax purposes, the Trust shall be treated as an entity wholly owned
by the  Depositor or an affiliate  thereof,  with the assets of the entity being
the Trust Estate. It is the further intention of the parties that an election to
be treated as a REMIC  ("REMIC I") for federal  income tax purposes be made with
respect  to the  Trust  Estate  exclusive  of the  Pre-Funding  Account  and the
Capitalized Interest Account,  which shall be treated as "outside reserve funds"
for purposes of the REMIC Provisions,  that a second election to be treated as a
REMIC be made with  respect to the REMIC I Regular  Interests  ("REMIC  II") and
that a third election to be treated as a REMIC be made with respect to the REMIC
II  Regular   Interests   ("REMIC  III").   The  Issuer  will  provide  for  the
administration  of REMIC I, REMIC II and REMIC III pursuant to Article XI of the
Indenture.  The  provisions  of this Trust  Agreement  shall be  interpreted  to
further such intentions.  Neither the Depositor nor any Certificateholder  shall
have any personal  liability for any liability or obligation of the Trust, other
than the indemnification obligation provided in Section 7.2 herein.

Section 2.07. Title to Trust Property.  Legal title to the Trust Estate shall be
vested  at all  times in the  Trust as a  separate  legal  entity  except  where
applicable  law in any  jurisdiction  requires  title to any  part of the  Trust
Estate to be vested in a trustee  or  trustees,  in which  case  title  shall be
deemed to be  vested  in the  Owner  Trustee,  a  co-trustee  and/or a  separate
trustee, as the case may be.

                                       4
<PAGE>

Section 2.08.  Situs of Trust. The Trust will be located and administered in the
State of Delaware.  All bank accounts  maintained by the Owner Trustee on behalf
of the  Trust  shall  be  located  in the  State  of  Delaware  or the  State of
Minnesota.  The Trust  shall not have any  employees  in any  state  other  than
Delaware;  provided, however, that nothing herein shall restrict or prohibit the
Owner Trustee from having  employees  within or without the State of Delaware or
taking  actions  outside the State of  Delaware in order to comply with  Section
2.03. Payments will be received by the Trust only in Delaware or Minnesota,  and
payments  will be made by the Trust only from  Delaware or  Minnesota.  The only
office of the Trust will be at the  Corporate  Trust Office of the Owner Trustee
in Delaware.

Section 2.09.  Representations  and Warranties of the  Depositor.  The Depositor
hereby represents and warrants to the Owner Trustee and the Enhancer that:

(a) The  Depositor is duly  organized and validly  existing as a corporation  in
good standing under the laws of the State of Delaware,  with power and authority
to own its  properties  and to  conduct  its  business  as such  properties  are
currently owned and such business is at present conducted.

(b) The Depositor is duly  qualified to do business as a foreign  corporation in
good  standing  and has  obtained all  necessary  licenses and  approvals in all
jurisdictions  in which the ownership or lease of its property or the conduct of
its business  shall require such  qualifications  and in which the failure to so
qualify would have a material adverse effect on the business, properties, assets
or condition  (financial  or  otherwise) of the Depositor and the ability of the
Depositor to perform under this Trust Agreement.

(c) The  Depositor has the power and authority to execute and deliver this Trust
Agreement and to carry out its terms; the Depositor has full power and authority
to sell and assign the  property to be sold and assigned to and  deposited  with
the Trust as part of the Trust and the Depositor has duly  authorized  such sale
and assignment and deposit to the Trust by all necessary  corporate action;  and
the execution,  delivery and  performance of this Trust Agreement have been duly
authorized by the Depositor by all necessary corporate action.

(d) The  consummation of the  transactions  contemplated by this Trust Agreement
and the  fulfillment  of the terms  hereof do not conflict  with,  result in any
material  breach of any of the terms and provisions  of, or constitute  (with or
without  notice or lapse of time) a material  default  under,  the  articles  of
incorporation or bylaws of the Depositor,  or any material indenture,  agreement
or other  instrument  to which the Depositor is a party or by which it is bound;
nor result in the creation or imposition of any Lien upon any of its  properties
pursuant  to the  terms of any such  indenture,  agreement  or other  instrument
(other  than  pursuant to the Basic  Documents);  nor violate any law or, to the
best of the Depositor's  knowledge,  any order, rule or regulation applicable to
the  Depositor  of any  court  or of  any  federal  or  state  regulatory  body,
administrative agency or other governmental  instrumentality having jurisdiction
over the Depositor or its properties.

                                       5
<PAGE>

Section  2.10.  Payment of Trust Fees.  The Owner  Trustee shall pay the Trust's
fees and expenses incurred with respect to the performance of the Trust's duties
under the Indenture.

                                       6
<PAGE>

                                  ARTICLE III

                 Conveyance of the Mortgage Loans; Certificates

Section 3.01. Conveyance of the Mortgage Loans. The Depositor, concurrently with
the execution and delivery hereof,  does hereby  transfer,  convey and assign to
the Trust, on behalf of the Securityholders and the Enhancer,  without recourse,
all  its  right,  title  and  interest  in and to the  Initial  Mortgage  Loans,
including  but not  limited to any rights of the  Depositor  under the  Purchase
Agreement.  The  Depositor  shall also  provide the  Indenture  Trustee with the
Policy.

        The parties hereto intend that, for non-tax  purposes,  the  transaction
set forth  herein be a sale by the  Depositor  to the Trust of all of its right,
title and interest in and to the Initial  Mortgage Loans. In the event that, for
non-tax  purposes,  the transaction set forth herein is not deemed to be a sale,
the  Depositor  hereby  grants to the Trust a  security  interest  in all of its
right,  title and  interest  in, to and under the Initial  Mortgage  Loans,  all
distributions  thereon and all proceeds thereof;  and this Trust Agreement shall
constitute a security agreement under applicable law.

Section  3.02.  Initial  Ownership.  Upon  the  formation  of the  Trust  by the
contribution by the Depositor pursuant to Section 2.05 and the conveyance of the
Initial  Mortgage  Loans  pursuant  to  Section  3.01  and the  issuance  of the
Certificates,  GMACM  shall  be the  sole  Certificateholder  of each  Class  of
Certificates.

Section 3.03. Issuance of Certificates.  The Certificates of each Class shall be
issued in  minimum  denominations  of a  Percentage  Interest  of  10.0000%  and
integral multiples of 0.0001% in excess thereof. The Class SB Certificates shall
be issued in substantially  the form attached hereto as Exhibit A. The Class R-I
Certificates, the Class R-II Certificates and the Class R-III Certificates shall
be issued in substantially the form attached hereto as Exhibit I.

        The  Certificates  shall be executed on behalf of the Trust by manual or
facsimile   signature  of  an  authorized  officer  of  the  Owner  Trustee  and
authenticated in the manner provided in Section 3.04.  Certificates  bearing the
manual or facsimile  signatures of  individuals  who were, at the time when such
signatures  shall have been affixed,  authorized to sign on behalf of the Trust,
shall be validly  issued and  entitled to the  benefit of this Trust  Agreement,
notwithstanding  that such individuals or any of them shall have ceased to be so
authorized prior to the  authentication and delivery of such Certificates or did
not  hold  such  offices  at the date of  authentication  and  delivery  of such
Certificates. A Person shall become a Certificateholder and shall be entitled to
the rights and subject to the obligations of a Certificateholder  hereunder upon
such Person's acceptance of a Certificate duly registered in such Person's name,
pursuant to Section 3.05.

        A transferee of a Certificate shall become a Certificateholder and shall
be entitled to the rights and subject to the obligations of a  Certificateholder
hereunder upon such transferee's  acceptance of a Certificate duly registered in
such  transferee's  name pursuant to and upon satisfaction of the conditions set
forth in Section 3.05.

Section 3.04. Authentication of Certificates.  Concurrently with the acquisition
of the Initial Mortgage Loans by the Trust, the Owner Trustee or the Certificate
Paying Agent shall cause the Certificates in an initial  Percentage  Interest of


                                       7
<PAGE>

100.00% to be executed on behalf of the Trust, authenticated and delivered to or
upon the  written  order of GMACM,  signed by its  chairman  of the  board,  its
president or any vice president,  without further  corporate action by GMACM, in
authorized  denominations.  No Certificate  shall entitle the  Certificateholder
thereof to any benefit  under this Trust  Agreement  or be valid for any purpose
unless there shall appear on such  Certificate a certificate  of  authentication
substantially  in the form set forth in Exhibit A or Exhibit I hereto,  executed
by the Owner Trustee or the Certificate  Paying Agent, by manual signature,  and
such authentication  shall constitute  conclusive evidence that such Certificate
has been duly authenticated and delivered  hereunder.  All Certificates shall be
dated the date of their authentication.

Section  3.05.  Registration  of and  Limitations  on Transfer  and  Exchange of
Certificates.  The Certificate  Registrar shall keep or cause to be kept, at the
office or agency maintained pursuant to Section 3.09, a Certificate  Register in
which,  subject  to  such  reasonable  regulations  as  it  may  prescribe,  the
Certificate  Registrar shall provide for the registration of Certificates and of
transfers  and  exchanges of  Certificates  as herein  provided.  The  Indenture
Trustee shall be the initial Certificate Registrar. If the Certificate Registrar
resigns or is removed,  the Owner Trustee shall appoint a successor  Certificate
Registrar.

        Subject  to  satisfaction  of  the  conditions  set  forth  below,  upon
surrender  for  registration  of  transfer of any  Certificate  at the office or
agency  maintained  pursuant to Section 3.09,  the Owner Trustee shall  execute,
authenticate  and  deliver  (or shall  cause the  Certificate  Registrar  as its
authenticating agent to authenticate and deliver), in the name of the designated
transferee  or  transferees,   one  or  more  new   Certificates  in  authorized
denominations of a like aggregate amount dated the date of authentication by the
Owner Trustee or any authenticating agent. At the option of a Certificateholder,
Certificates may be exchanged for other Certificates of authorized denominations
of a like aggregate amount upon surrender of the Certificates to be exchanged at
the office or agency maintained pursuant to Section 3.09.

        Every Certificate  presented or surrendered for registration of transfer
or exchange  shall be  accompanied  by a written  instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Certificateholder
or  such   Certificateholder's   attorney  duly  authorized  in  writing.   Each
Certificate  surrendered  for  registration  of transfer  or  exchange  shall be
cancelled  and  subsequently   disposed  of  by  the  Certificate  Registrar  in
accordance with its customary practice.

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

        Except as described below,  each  Certificateholder  shall establish its
non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9
and the Certificate of Non-Foreign  Status (in  substantially  the form attached
hereto as Exhibit F).

        A  Certificate  may be  transferred  to a  Certificateholder  unable  to
establish its non-foreign status as described in the preceding paragraph only if


                                       8
<PAGE>

such  Certificateholder  provides  an Opinion of Counsel to the  Depositor,  the
Certificate Registrar and the Enhancer, which Opinion of Counsel shall not be an
expense  of the Trust,  the Owner  Trustee,  the  Certificate  Registrar  or the
Depositor,  satisfactory  to the Depositor and the Enhancer,  that such transfer
(1) will not affect the tax status of the Owner Trust and (2) will not adversely
affect the interests of any Securityholder or the Enhancer,  including,  without
limitation,  as a  result  of  the  imposition  of  any  United  States  federal
withholding taxes on the Owner Trust (except to the extent that such withholding
taxes  would be payable  solely  from  amounts  otherwise  distributable  to the
Certificate of the  prospective  transferee).  If such transfer  occurs and such
foreign   Certificateholder  becomes  subject  to  such  United  States  federal
withholding  taxes, any such taxes will be withheld by the Indenture  Trustee at
the  direction  of the Tax Matters  Partner.  Each  Certificateholder  unable to
establish its non-foreign  status shall submit to the Certificate Paying Agent a
copy of its Form W-8-BEN or such successor  form as required by  then-applicable
regulations  and  shall  resubmit  such  form  every  three  years or with  such
frequency as required by then-applicable regulations.

        No transfer, sale, pledge or other disposition of a Certificate 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 the Securities Act and such state
laws.  In the  event of any such  transfer,  the  Certificate  Registrar  or the
Depositor  shall prior to such  transfer  require the  transferee to execute (A)
either (i) (a) an investment letter in substantially the form attached hereto as
Exhibit  C (or  in  such  form  and  substance  reasonably  satisfactory  to the
Certificate  Registrar and the Depositor) which investment  letters shall not be
an expense of the Trust,  the Owner  Trustee,  the  Certificate  Registrar,  the
Servicer or the Depositor 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) (a) a
written Opinion of Counsel acceptable to and in form and substance  satisfactory
to the  Certificate  Registrar and the Depositor  that such transfer may be made
pursuant to an  exemption,  describing  the  applicable  exemption and the basis
therefor,  from the Securities Act and such state laws or is being made pursuant
to the Securities Act and such state laws, which Opinion of Counsel shall not be
an expense of the Trust,  the Owner  Trustee,  the  Certificate  Registrar,  the
Servicer  or the  Depositor  and (b) the  transferee  executes a  representation
letter,  substantially  in the form of  Exhibit  D  hereto,  and the  transferor
executes a representation letter, substantially in the form of Exhibit E hereto,
each  acceptable to and in form and substance  satisfactory  to the  Certificate
Registrar and the Depositor  certifying  the facts  surrounding  such  transfer,
which  representation  letters  shall not be an expense of the Trust,  the Owner
Trustee,  the Certificate  Registrar,  the Servicer or the Depositor and (B) the
Certificate of Non-Foreign  Status (in substantially the form attached hereto as
Exhibit F) acceptable to and in form and substance  reasonably  satisfactory  to
the Certificate  Registrar and the Depositor,  which certificate shall not be an
expense  of the Trust,  the Owner  Trustee,  the  Certificate  Registrar  or the
Depositor.  If such  Certificateholder  is unable to  provide a  Certificate  of
Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as
described in the preceding paragraph.  The Certificateholder  desiring to effect
such transfer shall,  and does hereby agree to,  indemnify the Trust,  the Owner
Trustee, the Certificate  Registrar,  the Servicer and the Depositor 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. No transfer of Certificates or any
interest  therein  shall be made to any Plan,  any Person  acting,  directly  or
indirectly, on behalf of any such Plan or any Person acquiring such Certificates
with Plan  Assets  unless the  Depositor,  the Owner  Trustee,  the  Certificate
Registrar  and the  Servicer  are  provided  with an  Opinion  of  Counsel  that
establishes  to the  satisfaction  of the  Depositor,  the  Owner  Trustee,  the
Certificate  Registrar  and the Servicer  that the purchase of  Certificates  is
permissible  under  applicable  law,  will  not  constitute  or  result  in  any


                                       9
<PAGE>

prohibited  transaction  under  ERISA or  Section  4975 of the Code and will not
subject the  Depositor,  the Owner  Trustee,  the  Certificate  Registrar 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
Trust  Agreement,  which  Opinion  of  Counsel  shall not be an  expense  of the
Depositor, the Owner Trustee, the Certificate Registrar or the Servicer. In lieu
of such Opinion of Counsel,  a Plan, any Person acting,  directly or indirectly,
on behalf of any such Plan or any Person acquiring such  Certificates  with Plan
Assets of a Plan may  provide a  certification  in the form of Exhibit G to this
Trust  Agreement,  which the  Depositor,  the  Owner  Trustee,  the  Certificate
Registrar   and  the  Servicer  may  rely  upon  without   further   inquiry  or
investigation.  Neither  an  Opinion  of  Counsel  nor a  certification  will be
required in connection with the initial  transfer of any such Certificate by the
Depositor to an Affiliate of the Depositor (in which case,  the Depositor or any
such Affiliate shall be deemed to have  represented that such Affiliate is not a
Plan or a Person  investing Plan Assets of any Plan) and the Owner Trustee shall
be entitled to conclusively rely upon a representation  (which, upon the request
of the Owner Trustee,  shall be a written  representation) from the Depositor of
the status of such transferee as an Affiliate of the Depositor.

        In addition,  with respect to each Class R Certificate,  (i) Each Person
who has or who acquires any Ownership Interest in a Class R Certificate shall be
deemed by the  acceptance  or  acquisition  of such  Ownership  Interest to have
agreed  to be  bound  by  the  following  provisions  and  to  have  irrevocably
authorized the  Certificate  Paying Agent or its designee under clause  (iii)(A)
below to deliver  payments to a Person  other than such Person and to  negotiate
the terms of any mandatory  sale under clause  (iii)(B) below and to execute all
instruments of transfer and to do all other things  necessary in connection with
any such sale. The rights of each Person  acquiring any Ownership  Interest in a
Class R Certificate are expressly subject to the following provisions:

(A)  Each  Person  holding or  acquiring  any  Ownership  Interest  in a Class R
     Certificate  shall be a Permitted  Transferee and shall promptly notify the
     Owner  Trustee  of any  change  or  impending  change  in its  status  as a
     Permitted Transferee.

(B)  In connection  with any proposed  Transfer of any  Ownership  Interest in a
     Class R Certificate,  the Certificate  Registrar shall require  delivery to
     it, and shall not register the  Transfer of any Class R  Certificate  until
     its receipt of, (I) an affidavit and  agreement (a "Transfer  Affidavit and
     Agreement,"  in the form attached  hereto as Exhibit J-1) from the proposed
     Transferee,   in  form  and   substance   satisfactory   to  the  Servicer,
     representing  and  warranting,  among other things,  that it is a Permitted
     Transferee,  that it is not acquiring its Ownership Interest in the Class R
     Certificate  that is the  subject of the  proposed  Transfer  as a nominee,
     trustee or agent for any Person who is not a Permitted Transferee, that for


                                       10
<PAGE>

     so long as it retains its Ownership  Interest in a Class R Certificate,  it
     will  endeavor to remain a Permitted  Transferee,  and that it has reviewed
     the  provisions  of this Section  3.05 and agrees to be bound by them,  and
     (II) a  certificate,  in the form attached  hereto as Exhibit J-2, from the
     Certificateholder  of a Class R Certificate wishing to transfer the Class R
     Certificate,   in  form  and  substance   satisfactory   to  the  Servicer,
     representing  and  warranting,  among other things,  that no purpose of the
     proposed Transfer is to impede the assessment or collection of tax.

(C)  Notwithstanding  the delivery of a Transfer  Affidavit  and  Agreement by a
     proposed Transferee under clause (B) above, if a Responsible Officer of the
     Certificate  Registrar  who  is  assigned  to  this  Agreement  has  actual
     knowledge that the proposed  Transferee is not a Permitted  Transferee,  no
     Transfer of an Ownership Interest in a Class R Certificate to such proposed
     Transferee shall be effected.

(D)  Each  Person  holding or  acquiring  any  Ownership  Interest  in a Class R
     Certificate  shall agree (x) to require a Transfer  Affidavit and Agreement
     from any  other  Person  to whom  such  Person  attempts  to  transfer  its
     Ownership  Interest in a Class R  Certificate  and (y) not to transfer  its
     Ownership  Interest  unless it provides a  certificate  to the  Certificate
     Registrar in the form attached hereto as Exhibit J-2.

(E)  Each  Person  holding  or  acquiring  an  Ownership  Interest  in a Class R
     Certificate,  by  purchasing  an  Ownership  Interest in such  Certificate,
     agrees  to give  the  Certificate  Registrar  written  notice  that it is a
     "pass-through  interest  holder"  within the meaning of Temporary  Treasury
     Regulations  Section  1.67-3T(a)(2)(i)(A)  immediately  upon  acquiring  an
     Ownership  Interest  in a Class R  Certificate,  if it is, or is holding an
     Ownership  Interest in a Class R Certificate on behalf of, a  "pass-through
     interest holder."

(ii) The  Certificate  Registrar  will  register  the  Transfer  of any  Class R
     Certificate  only if it shall have  received  the  Transfer  Affidavit  and
     Agreement,  a certificate of the Certificateholder of a Class R Certificate
     requesting such transfer in the form attached hereto as Exhibit J-1 and all
     of such other  documents  as shall  have been  reasonably  required  by the
     Certificate Registrar as a condition to such registration. Transfers of the
     Class  R  Certificates  to  Non-United   States  Persons  and  Disqualified
     Organizations   (as  defined  in  Section   860E(e)(5)  of  the  Code)  are
     prohibited.

(iii)(A) If any  Disqualified  Organization  shall  become a holder of a Class R
     Certificate,   then  the  last  preceding  Permitted  Transferee  shall  be
     restored,  to the extent permitted by law, to all rights and obligations as
     Certificateholder  of a Class R Certificate thereof retroactive to the date
     of  registration  of such  Transfer  of  such  Class  R  Certificate.  If a
     Non-United  States  Person shall become a holder of a Class R  Certificate,
     then the last  preceding  United  States  Person shall be restored,  to the
     extent permitted by law, to all rights and obligations as Certificateholder
     of a Class R Certificate thereof retroactive to the date of registration of
     such  Transfer  of such Class R  Certificate.  If a  transfer  of a Class R


                                       11
<PAGE>

     Certificate  is   disregarded   pursuant  to  the  provisions  of  Treasury
     Regulations  Section 1.860E-1 or Section 1.860G-3,  then the last preceding
     Permitted Transferee shall be restored,  to the extent permitted by law, to
     all rights and  obligations as  Certificateholder  of a Class R Certificate
     thereof  retroactive to the date of  registration  of such Transfer of such
     Class R Certificate.  The Certificate Registrar shall be under no liability
     to any Person for any  registration  of Transfer  of a Class R  Certificate
     that is in fact  not  permitted  by this  Section  3.05 or for  making  any
     payments due on such  Certificate  to the holder  thereof or for taking any
     other  action with  respect to such  holder  under the  provisions  of this
     Agreement.

     (B)  If any  purported  Transferee  shall become a  Certificateholder  of a
          Class R Certificate in violation of the  restrictions  in this Section
          3.05 and to the extent that the retroactive  restoration of the rights
          of the  Certificateholder  of such Class R Certificate as described in
          clause (iii)(A) above shall be invalid, illegal or unenforceable, then
          the Servicer shall have the right, without notice to the holder or any
          prior  holder  of such  Class R  Certificate,  to  sell  such  Class R
          Certificate  to a purchaser  selected by the Servicer on such terms as
          the Servicer may choose.  Such  purported  Transferee  shall  promptly
          endorse and deliver each Class R Certificate  in  accordance  with the
          instructions  of the  Servicer.  Such  purchaser  may be the  Servicer
          itself or any  Affiliate of the  Servicer.  The proceeds of such sale,
          net of the commissions (which may include  commissions  payable to the
          Servicer or its  Affiliates),  expenses and taxes due, if any, will be
          remitted by the Servicer to such purported  Transferee.  The terms and
          conditions of any sale under this clause  (iii)(B) shall be determined
          in the sole discretion of the Servicer,  and the Servicer shall not be
          liable  to any  Person  having  an  Ownership  Interest  in a  Class R
          Certificate as a result of its exercise of such discretion.

(iv) The  Certificate  Paying Agent shall make  available,  upon written request
     from the Internal Revenue Service and any potentially  affected Person, all
     information  necessary  to compute  any tax  imposed (A) as a result of the
     Transfer of an Ownership  Interest in a Class R  Certificate  to any Person
     who is a Disqualified  Organization,  including the  information  regarding
     "excess inclusions" of such Class R Certificates required to be provided to
     the Internal  Revenue  Service and certain Persons as described in Treasury
     Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result
     of any regulated  investment company,  real estate investment trust, common
     trust fund, partnership, trust, estate or organization described in Section
     1381 of the Code that holds an Ownership  Interest in a Class R Certificate
     having  as  among  its  record  holders  at any time  any  Person  who is a
     Disqualified  Organization.  Reasonable  compensation  for  providing  such
     information  may be  required  by the  REMIC  Administrator  before it will
     provide such information to any such potentially affected Person.

(v)  The  provisions of this Section 3.05 set forth prior to this clause (v) may
     be modified,  added to or  eliminated,  provided that there shall have been
     delivered to the Owner Trustee and Certificate Registrar the following:

     (A)  written  notification  from each Rating  Agency to the effect that the
          modification,  addition to or elimination of such  provisions will not


                                       12
<PAGE>

          cause such Rating Agency to downgrade  its  then-current  ratings,  if
          any, if determined  without regard to the Policy,  of any Class of the
          Notes  below  the  lower  of the  then-current  rating  or the  rating
          assigned to such Notes as of the Closing  Date by such Rating  Agency,
          if determined without regard to the Policy; and

     (B)  subject to Section 10.01(f),  an Officers' Certificate of the Servicer
          stating that the Servicer has received an Opinion of Counsel,  in form
          and substance  satisfactory  to the Servicer and the Enhancer,  to the
          effect  that  such  modification,  addition  to  or  absence  of  such
          provisions will not cause any portion of any of the REMICs to cease to
          qualify  as a REMIC and will not cause (x) any  portion  of any of the
          REMICs to be subject to an entity-level  tax caused by the Transfer of
          any  Class  R  Certificate   to  a  Person  that  is  a   Disqualified
          Organization  or  (y) a  Certificateholder  or  another  Person  to be
          subject to a  REMIC-related  tax caused by the  Transfer  of a Class R
          Certificate to a Person that is not a Permitted Transferee.

Section 3.06.  Mutilated,  Destroyed,  Lost or Stolen  Certificates.  If (a) any
mutilated Certificate shall be surrendered to the Certificate  Registrar,  or if
the  Certificate  Registrar  shall receive  evidence to its  satisfaction of the
destruction,  loss or theft of any  Certificate and (b) there shall be delivered
to the Certificate Registrar and the Owner Trustee such security or indemnity as
may be required  by them to save each of them and the Issuer from harm,  then in
the absence of notice to the  Certificate  Registrar  or the Owner  Trustee that
such  Certificate has been acquired by a bona fide purchaser,  the Owner Trustee
on behalf of the Trust shall  execute and the Owner  Trustee or the  Certificate
Paying  Agent,  as the Trust's  authenticating  agent,  shall  authenticate  and
deliver,  in exchange for or in lieu of any such mutilated,  destroyed,  lost or
stolen  Certificate,  a new  Certificate  of like  tenor  and  denomination.  In
connection with the issuance of any new Certificate under this Section 3.06, the
Owner  Trustee or the  Certificate  Registrar  may  require the payment of a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
connection therewith.  Any duplicate Certificate issued pursuant to this Section
3.06 shall  constitute  conclusive  evidence of  ownership  in the Trust,  as if
originally  issued,  whether or not the lost,  stolen or  destroyed  Certificate
shall be found at any time.

Section 3.07. Persons Deemed Certificateholders.  Prior to due presentation of a
Certificate  for  registration of transfer,  the Owner Trustee,  the Certificate
Registrar or any Certificate Paying Agent may treat the Person in whose name any
Certificate  is  registered  in the  Certificate  Register  as the owner of such
Certificate for the purpose of receiving  distributions pursuant to Section 5.02
and for all other purposes whatsoever, and none of the Trust, the Owner Trustee,
the  Certificate  Registrar  or any Paying Agent shall be bound by any notice to
the contrary.

Section 3.08.  Access to List of  Certificateholders'  Names and Addresses.  The
Certificate Registrar shall furnish or cause to be furnished to the Depositor or
the Owner Trustee,  within 15 days after receipt by the Certificate Registrar of
a written request  therefor from the Depositor or the Owner Trustee,  a list, in
such  form as the  Depositor  or the  Owner  Trustee,  as the case  may be,  may
reasonably require, of the names and addresses of the  Certificateholders  as of
the most recent Record Date. If three or more Certificateholders, or one or more
Certificateholders  evidencing not less than 25% of the  Certificate  Percentage
Interest of any Class,  apply in writing to the Owner Trustee or the Certificate


                                       13
<PAGE>

Registrar, and such application states that the applicants desire to communicate
with other Certificateholders, with respect to their rights under this Agreement
or under the  Certificates  and such application is accompanied by a copy of the
communication that such applicants  propose to transmit,  then the Owner Trustee
shall,  within five (5)  Business  Days after the  receipt of such  application,
afford such  applicants  access during normal business hours to the current list
of  Certificateholders.  Each  Certificateholder,  by  receiving  and  holding a
Certificate,  shall be deemed to have  agreed not to hold any of the Trust,  the
Depositor,  the Certificate Registrar or the Owner Trustee accountable by reason
of the  disclosure of its name and address,  regardless of the source from which
such information was derived.

Section 3.09.  Maintenance of Office or Agency. The Owner Trustee,  on behalf of
the Trust, shall maintain in The City of New York an office or offices or agency
or agencies where  Certificates  may be surrendered for registration of transfer
or  exchange  and where  notices  and  demands  to or upon the Owner  Trustee in
respect of the  Certificates  and the Basic  Documents may be served.  The Owner
Trustee initially designates the Corporate Trust Office of the Indenture Trustee
(or such other office as the Indenture Trustee may specify to the Owner Trustee)
as its office for such  purposes.  The Owner Trustee  shall give prompt  written
notice to the Depositor,  the  Certificateholders and the Enhancer of any change
in the location of the Certificate Register or any such office or agency.

Section 3.10.  Certificate Paying Agent.

(a) The Certificate Paying Agent shall make distributions to  Certificateholders
from the  Distribution  Account  on behalf of the Trust in  accordance  with the
provisions of the Certificates and Section 5.01 hereof from payments remitted to
the Certificate  Paying Agent by the Indenture  Trustee pursuant to Section 3.05
of the Indenture. The Trust hereby appoints the Indenture Trustee as Certificate
Paying  Agent.  The Class SB  Certificateholders  hereby  direct  the  Indenture
Trustee to (i) transfer any amounts representing the Excess Capitalized Interest
Requirement,  that  would be payable to the Class SB  Certificates  pursuant  to
Section  3.05(a)(vi) of the Indenture,  to the Capitalized  Interest  Account in
accordance  with Section  3.05(d) of the  Indenture  and (ii) to pay any amounts
representing the Class A-IO Interest Shortfall Amount,  that would be payable to
the Class SB Certificates pursuant to Section 3.05(a)(xii) of the Indenture,  to
the holders of the Class A-IO Notes in  accordance  with Section  3.05(b) of the
Indenture. The Certificate Paying Agent shall:

(i) hold all sums held by it for the payment of amounts due with  respect to the
Certificates 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;

(ii) give the Owner  Trustee  notice of any default by the Trust of which it has
actual  knowledge in the making of any payment  required to be made with respect
to the Certificates;

(iii) at any time during the  continuance of any such default,  upon the written
request of the Owner  Trustee,  forthwith  pay to the Owner Trustee on behalf of
the Trust all sums so held in trust by such Certificate Paying Agent;

                                       14
<PAGE>

(iv)  immediately  resign as  Certificate  Paying Agent and forthwith pay to the
Owner  Trustee  on  behalf  of the  Trust  all sums  held by it in trust for the
payment of Certificates if at any time it ceases to meet the standards  required
to be met by the Certificate Paying Agent at the time of its appointment;

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

(vi)  deliver to the Owner  Trustee a copy of the  report to  Certificateholders
prepared  with respect to each Payment Date by the Servicer  pursuant to Section
4.01 of the Servicing Agreement.
(b) The Trust may revoke such power and remove the  Certificate  Paying Agent if
the Owner Trustee  determines in its sole discretion that the Certificate Paying
Agent shall have failed to perform its obligations under this Trust Agreement in
any material  respect.  The  Indenture  Trustee  shall be permitted to resign as
Certificate  Paying Agent upon 30 days' written  notice to the Owner Trustee and
the Enhancer;  provided the Indenture  Trustee is also resigning as Paying Agent
under the Indenture at such time. In the event that the Indenture  Trustee shall
no longer be the Certificate  Paying Agent under this Trust Agreement and Paying
Agent under the Indenture, the Owner Trustee shall appoint a successor to act as
Certificate  Paying  Agent  (which  shall be a bank or trust  company) and which
shall also be the successor Paying Agent under the Indenture.  The Owner Trustee
shall  cause  such  successor   Certificate   Paying  Agent  or  any  additional
Certificate  Paying Agent  appointed by the Owner Trustee to execute and deliver
to the Owner  Trustee an instrument to the effect set forth in this Section 3.10
as it relates to the  Certificate  Paying Agent.  The  Certificate  Paying Agent
shall return all unclaimed  funds to the Trust and upon removal of a Certificate
Paying  Agent such  Certificate  Paying Agent shall also return all funds in its
possession to the Trust.  The provisions of Sections 6.01,  6.03,  6.04 and 7.01
shall  apply to the  Certificate  Paying  Agent to the  extent  applicable.  Any
reference in this Trust Agreement to the Certificate  Paying Agent shall include
any co-paying agent unless the context requires otherwise.

(c) The  Certificate  Paying Agent shall  establish and maintain with itself the
Distribution Account in which the Certificate Paying Agent shall deposit, on the
same day as it is received from the Indenture Trustee,  each remittance received
by the  Certificate  Paying Agent with respect to payments  made pursuant to the
Indenture.  Pending any such  distribution,  funds deposited in the Distribution
Account on a Payment Date and not distributed to the  Certificateholders on such
Payment  Date shall be invested by the  Certificate  Paying  Agent in  Permitted
Investments selected by the Servicer (or if no selection is made by the Servicer
in  Permitted  Investments  described in clause (v) of the  definition  thereof)
maturing no later than the Business Day  preceding the next  succeeding  Payment
Date (except that any investment in the institution  with which the Distribution
Account is  maintained  may mature on such Payment Date and shall not be sold or
disposed of prior to the maturity).  All investment  income earned in respect of
funds  on  deposit  in  the  Distribution  Account  shall  be  credited  to  the
Distribution  Account. The Certificate Paying Agent shall make all distributions
on the  Certificates  as provided in Section 3.05 of the  Indenture  and Section
5.01(a)  of this Trust  Agreement  from  moneys on  deposit in the  Distribution
Account.

                                       15
<PAGE>

Section 3.11.  Cooperation.  The Owner  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 Trust  Agreement or the Insurance
Agreement,  consistent with this Trust Agreement and without limiting the rights
of the  Certificateholders  as  otherwise  expressly  set  forth  in this  Trust
Agreement.

Section 3.12.  [Reserved].

Section  3.13.  Subordination.   Except  as  otherwise  provided  in  the  Basic
Documents,   for  so  long  as  any  Notes  are   outstanding  or  unpaid,   the
Certificateholders will generally be subordinated in right of payment, under the
Certificates or otherwise,  to payments to the  Noteholders  under, or otherwise
related to, the Indenture. If an Event of Default has occurred and is continuing
under the Indenture,  the Certificates will be fully subordinated to obligations
owing by the Trust to the  Noteholders  and the  Enhancer  under,  or  otherwise
related to, the Indenture, and no distributions will be made on the Certificates
until  the  Noteholders,  the  Indenture  Trustee  and the  Enhancer  have  been
irrevocably paid in full.

Section 3.14. No Priority Among Certificates.  All Certificateholders shall rank
equally as to amounts distributable upon the liquidation, dissolution or winding
up of  the  Trust,  with  no  preference  or  priority  being  afforded  to  any
Certificateholders  over  any  other  Certificateholders,  except  that  amounts
distributable  will be  distributed  first to the Class SB  Certificates,  in an
amount equal to the Class SB Distribution  Amount,  before being  distributed to
any other Class of Certificates.

                                       16
<PAGE>

                                   ARTICLE IV

                      Authority and Duties of Owner Trustee

Section 4.01. General Authority. The Owner Trustee is authorized and directed to
execute and deliver the Basic  Documents to which the Trust is to be a party and
each certificate or other document  attached as an exhibit to or contemplated by
the  Basic  Documents  to  which  the  Trust  is to be a  party,  as well as any
certificate that supports the factual assumptions made in any Opinion of Counsel
delivered  on the  Closing  Date,  and  any  amendment  or  other  agreement  or
instrument  described  herein,  in each case,  in such form as the Owner Trustee
shall  approve,  as  evidenced  conclusively  by the Owner  Trustee's  execution
thereof.  In addition to the  foregoing,  the Owner Trustee is obligated to take
all actions required of the Trust pursuant to the Basic Documents.

Section  4.02.  General  Duties.  The  Owner  Trustee  shall be  responsible  to
administer the Trust pursuant to the terms of this Trust Agreement and the other
Basic  Documents  to which  the  Trust  is a party  and in the  interest  of the
Certificateholders,  subject to the Basic  Documents and in accordance  with the
provisions of this Trust Agreement.

Section 4.03.  Action upon Instruction.
               -----------------------

(a) Subject to this Article IV and Section 10.13 of this Trust  Agreement and in
accordance with the terms of the Basic Documents,  the Certificateholders may by
written  instruction  direct the Owner  Trustee in the  management of the Trust.
Such  direction  may be  exercised  at any time by  written  instruction  of the
Certificateholders pursuant to this Article IV.

(b)  Notwithstanding  the foregoing,  the Owner Trustee shall not be required to
take any action hereunder or under any Basic Document if the Owner Trustee shall
have  reasonably  determined,  or shall have been advised by counsel,  that such
action is likely to result in liability  on the part of the Owner  Trustee or is
contrary  to the terms  hereof or of any other Basic  Document  or is  otherwise
contrary to law.

(c) Whenever the Owner Trustee is unable to decide between  alternative  courses
of action  permitted  or required by the terms of this Trust  Agreement or under
any other Basic Document, or in the event that the Owner Trustee is unsure as to
the  application  of any  provision  of this Trust  Agreement or any other Basic
Document or any such  provision is ambiguous  as to its  application,  or is, or
appears to be, in conflict with any other applicable provision,  or in the event
that this Trust Agreement  permits any  determination by the Owner Trustee or is
silent or is  incomplete  as to the course of action  that the Owner  Trustee is
required to take with respect to a particular  set of facts,  the Owner  Trustee
shall  promptly  give  notice  (in such form as shall be  appropriate  under the
circumstances)  to  the  Certificateholders   (with  a  copy  to  the  Enhancer)
requesting  instruction  as to the  course of action to be  adopted,  and to the
extent the Owner  Trustee  acts in good  faith in  accordance  with any  written
instructions  received from  Certificateholders  of Certificates  representing a
majority  of the  aggregate  Certificate  Percentage  Interest  of each Class of
Certificates, the Owner Trustee shall not be liable on account of such action to


                                       17
<PAGE>

any Person. If the Owner Trustee shall not have received appropriate instruction
within  10 days  of such  notice  (or  within  such  shorter  period  of time as
reasonably  may be  specified  in such  notice  or may be  necessary  under  the
circumstances)  it may,  but  shall be under no duty to,  take or  refrain  from
taking such action not inconsistent with this Trust Agreement or the other Basic
Documents,   as  it   shall   deem  to  be  in  the   best   interests   of  the
Certificateholders,  and the Owner Trustee shall have no liability to any Person
for such action or inaction.

Section  4.04.  No Duties Except as Specified  under  Specified  Documents or in
Instructions. The Owner Trustee shall not have any duty or obligation to manage,
make any  payment  with  respect  to,  register,  record,  sell,  dispose of, or
otherwise  deal with the Trust  Estate,  or to  otherwise  take or refrain  from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner  Trustee  is a party,  except as  expressly  provided  (i) in
accordance with the powers granted to and the authority conferred upon the Owner
Trustee  pursuant to this Trust  Agreement,  (ii) in  accordance  with the Basic
Documents and (iii) in accordance with any document or instruction  delivered to
the Owner Trustee pursuant to Section 4.03; and no implied duties or obligations
shall be read into this Trust Agreement or any other Basic Document  against the
Owner  Trustee.  The Owner Trustee shall have no  responsibility  for filing any
financing  or  continuation  statement  in any  public  office at any time or to
otherwise  perfect or maintain the  perfection of any security  interest or lien
granted to it hereunder or to prepare or file any filing with the Commission for
the Trust or to record this Trust  Agreement  or any other Basic  Document.  The
Owner  Trustee  nevertheless  agrees that it will,  at its own cost and expense,
promptly  take all action as may be necessary to discharge any liens on any part
of the Trust  Estate that result from actions by, or claims  against,  the Owner
Trustee that are not related to the ownership or the administration of the Trust
Estate.

Section 4.05.  Restrictions.
               ------------

(a) The Owner  Trustee shall not take any action (i) that is  inconsistent  with
the purposes of the Trust set forth in Section 2.03 or (ii) that,  to the actual
knowledge  of the Owner  Trustee,  would  cause the  Trust to be  treated  as an
association  (or a  publicly-traded  partnership)  taxable as a corporation or a
taxable  mortgage  pool for federal  income tax purposes or would cause REMIC I,
REMIC II or REMIC III to fail to  qualify as a REMIC at any time that any of the
Notes or  Certificates  are  outstanding or any obligations are due and owing to
the Enhancer under the Insurance  Agreement.  The  Certificateholders  shall not
direct the Owner  Trustee to take action that would  violate the  provisions  of
this Section 4.05.

(b) The Owner Trustee shall not convey or transfer any of the Trust's properties
or assets,  including  those included in the Trust Estate,  to any person unless
(i) it shall have  received  an  Opinion  of  Counsel  to the  effect  that such
transaction  will not have any material  adverse tax consequence to the Trust or
any Certificateholder and (ii) such conveyance or transfer shall not violate the
provisions of Section 3.16(b) of the Indenture.

Section 4.06. Prior Notice to  Certificateholders  and the Enhancer with Respect
to Certain  Matters.  With respect to the following  matters,  the Owner Trustee
shall not take action unless, at least 30 days before the taking of such action,
the Owner Trustee shall have notified the Certificateholders and the Enhancer in
writing  of the  proposed  action  and the  Certificateholders  of  Certificates
representing a majority of the aggregate Certificate Percentage Interest of each
Class of Certificates shall not have notified the Owner Trustee in writing prior
to the 30th day after  such  notice is given that such  Certificateholders  have
withheld consent or provided alternative direction:

                                       18
<PAGE>

(a) the initiation of any Proceeding by the Trust (except Proceedings brought in
connection  with the  collection of cash  distributions  due and owing under the
Mortgage  Loans) and the compromise of any Proceeding  brought by or against the
Trust (except with respect to the  aforementioned  Proceedings for collection of
cash distributions due and owing under the Mortgage Loans);

(b) the election by the Trust to file an amendment to the  Certificate  of Trust
(unless  such  amendment  is  required  to be filed  under  the  Business  Trust
Statute);

(c) the  amendment  of any of the Basic  Documents  in  circumstances  where the
consent of any Noteholder is required;

(d) the  amendment  of any of the Basic  Documents  in  circumstances  where the
consent of any  Noteholder  is not required and such  amendment  materially  and
adversely affects the interest of the Certificateholders;

(e) the  appointment  pursuant to the Indenture of a successor  Note  Registrar,
Paying  Agent or  Indenture  Trustee or  pursuant to this Trust  Agreement  of a
successor  Certificate  Registrar or Certificate  Paying Agent or the consent to
the  assignment  by  the  Note  Registrar,   Paying  Agent,  Indenture  Trustee,
Certificate  Registrar or Certificate  Paying Agent of its obligations under the
Indenture or this Trust Agreement, as applicable.

Section 4.07. Action by Certificateholders  with Respect to Certain Matters. The
Owner  Trustee  shall not have the power,  except upon the written  direction of
Certificateholders  of  Certificates  evidencing not less than a majority of the
aggregate  Certificate  Percentage  Interest of each Class of Certificates,  and
with the consent of the Enhancer, to (a) remove the Servicer under the Servicing
Agreement  pursuant to Section 7.01 thereof or (b) except as expressly  provided
in the Basic  Documents,  sell the Mortgage  Loans after the  termination of the
Indenture.

Section 4.08. Action by Certificateholders with Respect to Bankruptcy. The Owner
Trustee  shall  not have  the  power  to  commence  a  voluntary  Proceeding  in
bankruptcy  relating to the Trust  without the unanimous  prior  approval of all
Certificateholders,  and with the consent of the  Enhancer,  and the delivery to
the Owner Trustee by each such  Certificateholder  of a  certificate  certifying
that such Certificateholder reasonably believes that the Trust is insolvent.

Section 4.09. Restrictions on Certificateholders'  Power. The Certificateholders
shall not direct the Owner  Trustee to take or to refrain from taking any action
if such action or inaction  would be contrary to any  obligation of the Trust or
the Owner Trustee under this Trust Agreement or any of the other Basic Documents
or would be contrary to Section  2.03,  nor shall the Owner Trustee be obligated
to follow any such direction, if given.

Section 4.10. Majority Control.  Except as expressly provided herein, any action
that may be taken by the  Certificateholders  under this Trust  Agreement may be
taken by the  Certificateholders  of  Certificates  evidencing  not less  than a
majority  of  the  aggregate  Certificate   Percentage  Interest  of  the  Class
specified,  if any. Except as expressly  provided herein,  any written notice of


                                       19
<PAGE>

the  Certificateholders  of a Class  delivered  pursuant to this Trust Agreement
shall  be  effective  if  signed  by  the   Certificateholders  of  Certificates
evidencing  not less than a majority  of the  aggregate  Certificate  Percentage
Interest of such Class at the time of the delivery of such notice.

Section 4.11. Doing Business in Other  Jurisdictions.  Notwithstanding  anything
contained herein to the contrary, neither Wilmington Trust Company nor the Owner
Trustee shall be required to take any action in any  jurisdiction  other than in
the  State of  Delaware  if the  taking  of such  action  will,  even  after the
appointment of a co-trustee or separate  trustee in accordance with Section 9.05
hereof,  (i) require the consent or approval or authorization or order of or the
giving of notice to, or the registration  with or the taking of any other action
in  respect  of,  any  state or other  governmental  authority  or agency of any
jurisdiction  other than the State of  Delaware;  (ii) result in any fee, tax or
other  governmental  charge  under  the laws of the State of  Delaware  becoming
payable by Wilmington Trust Company,  or (iii) subject  Wilmington Trust Company
to personal  jurisdiction in any  jurisdiction  other than the State of Delaware
for causes of action  arising  from acts  unrelated to the  consummation  of the
transactions by Wilmington  Trust Company or the Owner Trustee,  as the case may
be, contemplated hereby.

                                       20
<PAGE>

                                   ARTICLE V

                           Application of Trust Funds

Section 5.01.  Distributions.

(a) On each Payment Date occurring in the months of March,  June,  September and
December, on any date on which the Trust is terminated pursuant to Section 8.01,
and on each  other  Payment  Date for which  the  Certificate  Paying  Agent has
received written notice from the  Certificateholders  by the Determination  Date
relating to such Payment Date  requesting  funds on deposit in the  Distribution
Account to be distributed,  the Certificate Paying Agent shall distribute to the
Certificateholders  all  funds  on  deposit  in  the  Distribution  Account  and
available  therefor as provided in Section 3.05 of the  Indenture.  Such amounts
shall  be  distributed,  first,  to  the  Certificateholders  of  the  Class  SB
Certificates,  in an amount equal to the Class SB  Distribution  Amount for such
Payment Date and the Class SB Distribution  Amount for any previous Payment Date
to the extent not previously paid, and second, to the  Certificateholders of the
Class R-I Certificates,  any amounts remaining.  All distributions made pursuant
to this  Section  to any  Class  of  Certificates  shall be  distributed  to the
Certificateholders  of such  Class pro rata based on the  respective  Percentage
Interests thereof.

(b) In the event that any  withholding tax is imposed on the  distributions  (or
allocations of income) to a Certificateholder,  such tax shall reduce the amount
otherwise  distributable  to such  Certificateholder  in  accordance  with  this
Section 5.01. The Certificate  Paying Agent is hereby authorized and directed to
retain or cause to be  retained  from  amounts  otherwise  distributable  to the
Certificateholders  sufficient  funds for the payment of any tax that is legally
owed by the Trust (but such  authorization  shall not prevent the Owner  Trustee
from contesting any such tax in appropriate Proceedings, and withholding payment
of such tax, if permitted by law, pending the outcome of such Proceedings).  The
amount of any withholding tax imposed with respect to a Certificateholder  shall
be  treated  as cash  distributed  to such  Certificateholder  at the time it is
withheld by the Certificate  Paying Agent and remitted to the appropriate taxing
authority.  If there is a  possibility  that  withholding  tax is  payable  with
respect   to  a   distribution   (such   as  a   distribution   to  a   non-U.S.
Certificateholder),  the  Certificate  Paying  Agent may in its sole  discretion
withhold such amounts in accordance with this paragraph (b).

(c) Distributions to  Certificateholders  shall be subordinated to the creditors
of the Trust, including the Noteholders.

(d) Allocations of profits,  income and losses, as determined for federal income
tax purposes, shall be made among the Classes of Certificates in accordance with
the  REMIC   provisions   and  within   each  Class  of   Certificates   to  the
Certificateholders  on a pro  rata  basis  based on the  Certificate  Percentage
Interests thereof.

(e) On each  Payment  Date,  the  following  amounts in the  following  order of
priority,  from the amounts allocable to the Noteholders and  Certificateholders
pursuant  to  Section  3.05 of the  Indenture,  shall  be  deemed  to have  been
distributed  by REMIC I to REMIC II on account of the REMIC I Regular  Interests
or shall be  withdrawn  from the  Distribution  Account and  distributed  to the
holders of the Class R-I Certificates, as the case may be:

                                       21
<PAGE>

(i)            to the Holders of the LTA and LTB REMIC I Regular  Interests,  in
               an amount equal to (A) the Accrued  Certificate  Interest on such
               REMIC I Regular  Interests  for such Payment  Date,  plus (B) any
               amounts in respect thereof remaining unpaid from previous Payment
               Dates; and

(ii)           on each Payment  Date,  to the Holders of the LTA and LTB REMIC I
               Regular  Interests,  in an amount equal to the  remainder of such
               amount after the distributions made pursuant to clause (i) above,
               allocated as follows (except as provided below):

                      (A) first, to the Holders of the Class LTA REMIC I Regular
               Interests,  until the Class  Principal  Balance  thereof has been
               reduced to zero;

                      (B)  second,  to the  Holders  of the  Class  LTB  REMIC I
               Regular Interest, any remaining portion of such remainder,  until
               the principal  balance of such LTB REMIC I Regular Interest shall
               have been reduced to zero; and,

                      (C) third, any remaining portion of such remainder, to the
               Holders of the Class R-I Certificates.

(f) On each  Payment  Date,  the  following  amounts in the  following  order of
priority,  from the amounts allocable to the Noteholders and  Certificateholders
pursuant  to  Section  3.05 of the  Indenture,  shall  be  deemed  to have  been
distributed  by  REMIC II to  REMIC  III on  account  of the  REMIC  II  Regular
Interests or shall be withdrawn from the Distribution Account and distributed to
the holders of the Class R-II Certificates, as the case may be:

(i)            to the  Holders of the LT1,  LT2,  LT3,  LT4 and LTA-IO  REMIC II
               Regular Interests, in amount equal to (A) the Accrued Certificate
               Interest on such REMIC II Regular Interest for such Payment Date,
               plus (B) any  amount in respect  thereof  remaining  unpaid  from
               previous Payment Dates; and

(ii)           on each Payment Date, to the Holders of the LT1, LT2, LT3 and LT4
               REMIC II Regular interest, in an amount equal to the remainder of
               such amount after the  distributions  made pursuant to clause (i)
               above, allocated as follows (except as provided below):

(A)                        first,  to the Holders of the Class LT2,  LT3 and LT4
                           REMIC II Regular Interests,  respectively,  the Class
                           LT2  Principal  Distribution  Amount,  the  Class LT3
                           Principal  Distribution  Amount  and  the  Class  LT4
                           Principal Distribution Amount from such remainder;

(B)                        second,  to the  Holders  of the  Class  LT1 REMIC II
                           Regular  Interest,  any  remaining  portion  of  such
                           remainder,  until the  principal  balance of such LT1
                           REMIC II Regular  Interest shall have been reduced to
                           zero;

                                       22
<PAGE>

(C)                        third,  any  remaining  portion  of  such  remainder,
                           pro-rata to the Holders of the Class LT2, LT3 and LT4
                           REMIC  II  Regular  Interests,  until  the  principal
                           balances  of such  REMIC II Regular  Interests  shall
                           have been reduced to zero; and

(D)                        fourth,  any remaining  portion of such  remainder to
                           the Holders of the Class R-II Certificates.

Section  5.02.  Method of  Payment.  Subject to Section  8.01(c),  distributions
required to be made to  Certificateholders  on any  Payment  Date as provided in
Section 5.01 shall be made to each  Certificateholder of record on the preceding
Record Date by wire transfer,  in immediately available funds, to the account of
each  Certificateholder at a bank or other entity having appropriate  facilities
therefor,  if such  Certificateholder  shall have  provided  to the  Certificate
Registrar  appropriate written instructions at least five Business Days prior to
such  Payment  Date  or,  if  not,  by  check  or  money  order  mailed  to such
Certificateholder  at the  address of such  Certificateholder  appearing  in the
Certificate Register.

Section 5.03. Signature on Returns.  The REMIC  Administrator,  as agent for the
Owner  Trustee,  shall  sign on behalf of the Trust the tax  returns of REMIC I,
REMIC II and REMIC III. The Owner Trustee shall give the REMIC Administrator all
such  powers of  attorney  as are  needed to enable the REMIC  Administrator  to
prepare  and  sign  such  tax  returns.  In the  event  that  approval  from the
applicable  District  Director  of the  Internal  Revenue  Service for the REMIC
Administrator to sign the tax returns is not forthcoming following  application,
the REMIC  Administrator  shall prepare and the Owner Trustee shall sign the tax
returns for REMIC I, REMIC II and REMIC III.

Section  5.04.  Statements  to  Certificateholders.  On each Payment  Date,  the
Certificate  Paying  Agent shall make  available to each  Certificateholder  the
statement or statements provided to the Owner Trustee and the Certificate Paying
Agent by the Servicer  pursuant to Section 4.01 of the Servicing  Agreement with
respect to such Payment Date.

                                       23
<PAGE>

                                   ARTICLE VI

                          Concerning the Owner Trustee

Section  6.01.  Acceptance of Trusts and Duties.  The Owner Trustee  accepts the
trusts hereby created and agrees to perform its duties hereunder with respect to
such trusts, but only upon the terms of this Trust Agreement.  The Owner Trustee
and the  Certificate  Paying  Agent also agree to disburse  all moneys  actually
received  by it  constituting  part of the Trust  Estate  upon the terms of this
Trust  Agreement and the other Basic  Documents.  The Owner Trustee shall not be
answerable  or  accountable  hereunder  or under  any Basic  Document  under any
circumstances,  except (i) for its own  willful  misconduct,  negligence  or bad
faith or negligent  failure to act or (ii) in the case of the  inaccuracy of any
representation or warranty contained in Section 6.03 expressly made by the Owner
Trustee.  In  particular,  but  not by way of  limitation  (and  subject  to the
exceptions set forth in the preceding sentence):

(a) no  provision  of this Trust  Agreement  or any other Basic  Document  shall
require  the  Owner  Trustee  to  expend or risk  funds or  otherwise  incur any
financial  liability in the  performance of any of its rights,  duties or powers
hereunder  or under any other  Basic  Document if the Owner  Trustee  shall have
reasonable  grounds  for  believing  that  repayment  of such funds or  adequate
indemnity  against such risk or liability is not reasonably  assured or provided
to it;

(b) under no  circumstances  shall the Owner Trustee be liable for  indebtedness
evidenced  by or  arising  under  any  of the  Basic  Documents,  including  the
principal of and interest on the Notes;

(c) the Owner Trustee shall not be responsible for or in respect of the validity
or  sufficiency of this Trust  Agreement or for the due execution  hereof by the
Depositor for the form, character,  genuineness,  sufficiency, value or validity
of any of the Trust Estate,  or for or in respect of the validity or sufficiency
of the Basic Documents, the Notes, the Certificates,  other than the certificate
of authentication on the Certificates,  if executed by the Owner Trustee and the
Owner  Trustee  shall in no  event  assume  or incur  any  liability,  duty,  or
obligation  to  any  Noteholder  or to  any  Certificateholder,  other  than  as
expressly provided for herein or in the other Basic Documents;

(d) the execution, delivery, authentication and performance by the Owner Trustee
of this Trust Agreement will not require the authorization,  consent or approval
of, the giving of notice to, the filing or  registration  with, or the taking of
any other action with respect to, any governmental authority or agency;

(e) the Owner  Trustee  shall not be liable for the default or misconduct of the
Depositor, Indenture Trustee or the Servicer under any of the Basic Documents or
otherwise and the Owner Trustee shall have no obligation or liability to perform
the  obligations  of the Trust  under this Trust  Agreement  or the other  Basic
Documents  that are required to be performed by the Indenture  Trustee under the
Indenture or the Sellers under the Purchase Agreement; and

(f) the Owner Trustee shall be under no obligation to exercise any of the rights
or  powers  vested  in it or  duties  imposed  by this  Trust  Agreement,  or to
institute,  conduct or defend any  litigation  under  this  Trust  Agreement  or


                                       24
<PAGE>

otherwise or in relation to this Trust Agreement or any other Basic Document, at
the request,  order or direction of any of the  Certificateholders,  unless such
Certificateholders  have  offered to the Owner  Trustee  security  or  indemnity
satisfactory  to it against  the costs,  expenses  and  liabilities  that may be
incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee
to perform any  discretionary  act enumerated in this Trust  Agreement or in any
other Basic  Document  shall not be construed as a duty,  and the Owner  Trustee
shall not be  answerable  for other  than its  negligence,  bad faith or willful
misconduct in the performance of any such act.

Section 6.02.  Furnishing  of Documents.  The Owner Trustee shall furnish to the
Securityholders  promptly upon receipt of a written reasonable request therefor,
duplicates or copies of all reports, notices, requests,  demands,  certificates,
financial statements and any other instruments  furnished to the Trust under the
Basic Documents.

Section  6.03.   Representations  and  Warranties.   The  Owner  Trustee  hereby
represents   and   warrants   to  the   Depositor,   for  the   benefit  of  the
Certificateholders, that:

(a) It is a banking  corporation  duly  organized  and validly  existing in good
standing under the laws of the State of Delaware. It has all requisite corporate
power and authority to execute,  deliver and perform its obligations  under this
Trust Agreement;

(b) It has taken all corporate  action  necessary to authorize the execution and
delivery  by it of this  Trust  Agreement,  and  this  Trust  Agreement  will be
executed and delivered by one of its officers who is duly  authorized to execute
and deliver this Trust Agreement on its behalf;

(c) Neither the  execution nor the delivery by it of this Trust  Agreement,  nor
the consummation by it of the transactions contemplated hereby nor compliance by
it with any of the terms or  provisions  hereof will  contravene  any federal or
Delaware law,  governmental  rule or  regulation  governing the banking or trust
powers  of the  Owner  Trustee  or any  judgment  or  order  binding  on it,  or
constitute  any default under its charter  documents or bylaws or any indenture,
mortgage,  contract,  agreement or instrument to which it is a party or by which
any of its properties may be bound;

(d) This Trust Agreement, assuming due authorization,  execution and delivery by
the Owner  Trustee and the  Depositor,  constitutes  a valid,  legal and binding
obligation of the Owner Trustee,  enforceable  against it in accordance with the
terms  hereof  subject to  applicable  bankruptcy,  insolvency,  reorganization,
moratorium  and other  laws  affecting  the  enforcement  of  creditors'  rights
generally  and to general  principles  of  equity,  regardless  of whether  such
enforcement is considered in a proceeding in equity or at law;

(e) The Owner  Trustee is not in default  with respect to any order or decree of
any court or any order, regulation or demand of any federal, state, municipal or
governmental agency, which default might have consequences that would materially
and  adversely  affect the  condition  (financial or other) or operations of the
Owner Trustee or its properties or might have consequences that would materially
adversely affect its performance hereunder; and

                                       25
<PAGE>

(f) No litigation is pending or, to the best of the Owner  Trustee's  knowledge,
threatened against the Owner Trustee which would prohibit its entering into this
Trust Agreement or performing its obligations under this Trust Agreement.

Section 6.04.  Reliance; Advice of Counsel.

(a) The Owner  Trustee  shall  incur no  liability  to anyone in acting upon any
signature, instrument, notice, resolution, request, consent, order, certificate,
report,  opinion,  bond, or other document or paper believed by it to be genuine
and  believed  by it to be  signed by the  proper  party or  parties.  The Owner
Trustee may accept a certified copy of a resolution of the board of directors or
other  governing  body of any corporate  party as conclusive  evidence that such
resolution has been duly adopted by such body and that the same is in full force
and effect. As to any fact or matter the method of determination of which is not
specifically  prescribed  herein,  the Owner Trustee may for all purposes hereof
rely on a  certificate,  signed by the president or any vice president or by the
treasurer or other authorized officers of the relevant party, as to such fact or
matter  and such  certificate  shall  constitute  full  protection  to the Owner
Trustee  for any  action  taken or  omitted  to be taken by it in good  faith in
reliance thereon.

(b)  In  the  exercise  or  administration  of the  Trust  hereunder  and in the
performance  of its duties and  obligations  under this Trust  Agreement  or the
other Basic  Documents,  the Owner  Trustee (i) may act  directly or through its
agents,  attorneys,  custodians or nominees  (including  persons  acting under a
power of attorney) pursuant to agreements entered into with any of them, and the
Owner  Trustee shall not be liable for the conduct or misconduct of such agents,
attorneys,  custodians or nominees  (including  persons  acting under a power of
attorney)  if  such  persons  have  been  selected  by the  Owner  Trustee  with
reasonable  care,  and (ii) may  consult  with  counsel,  accountants  and other
skilled  persons to be selected with  reasonable  care and employed by it at the
expense of the Trust.  The Owner Trustee shall not be liable for anything  done,
suffered or omitted in good faith by it in accordance with the opinion or advice
of any such counsel,  accountants or other such Persons and not contrary to this
Trust Agreement or any other Basic Document.

Section  6.05.  Not Acting in  Individual  Capacity.  Except as provided in this
Article VI, in accepting the trusts hereby created Wilmington Trust Company acts
solely as Owner Trustee  hereunder and not in its individual  capacity,  and all
Persons having any claim against the Owner Trustee by reason of the transactions
contemplated by this Trust Agreement or any other Basic Document shall look only
to the Trust Estate for payment or satisfaction thereof.

Section 6.06.  Owner Trustee Not Liable for  Certificates or Related  Documents.
The recitals contained herein and in the Certificates (other than the signatures
of the Owner Trustee on the  Certificates)  shall be taken as the  statements of
the  Depositor,  and  the  Owner  Trustee  assumes  no  responsibility  for  the
correctness  thereof.  The  Owner  Trustee  makes no  representations  as to the
validity or sufficiency of this Trust Agreement,  of any other Basic Document or
of the  Certificates  (other  than the  signatures  of the Owner  Trustee on the
Certificates) or the Notes, or of any Related Documents. The Owner Trustee shall
at no time have any  responsibility or liability with respect to the sufficiency
of the Trust Estate or its ability to generate the payments to be distributed to


                                       26
<PAGE>

Certificateholders  under  this Trust  Agreement  or the  Noteholders  under the
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 the Indenture
Trustee taken in the name of the Owner Trustee.

Section 6.07. Owner Trustee May Own Certificates and Notes. The Owner Trustee in
its  individual  or any  other  capacity  may  become  the owner or  pledgee  of
Certificates  or  Notes  and may deal  with  the  Depositor,  the  Sellers,  the
Certificate Paying Agent, the Certificate Registrar and the Indenture Trustee in
transactions with the same rights as it would have if it were not Owner Trustee.

                                       27
<PAGE>

                                  ARTICLE VII

                          Compensation of Owner Trustee

Section 7.01. Owner Trustee's Fees and Expenses. The Owner Trustee shall receive
as  compensation  for its services  hereunder such fees as have been  separately
agreed  upon  before the date  hereof in  accordance  with  Section  6.06 of the
Servicing  Agreement,  and  the  Owner  Trustee  shall  be  reimbursed  for  its
reasonable expenses hereunder and under the other Basic Documents, including the
reasonable   compensation,   expenses   and   disbursements   of  such   agents,
representatives,  experts and counsel as the Owner Trustee may reasonably employ
in  connection  with the exercise and  performance  of its rights and its duties
hereunder  and under the other  Basic  Documents  which  shall be payable by the
Servicer pursuant to Section 3.09 of the Servicing Agreement.

Section  7.02.  Indemnification.  The  Certificateholder  of the majority of the
Percentage  Interest of the Class SB Certificates  shall  indemnify,  defend and
hold harmless the Owner Trustee and its successors, assigns, agents and servants
(collectively,  the  "Indemnified  Parties")  from  and  against,  any  and  all
liabilities, obligations, losses, damages, taxes, claims, actions and suits, and
any and all reasonable costs,  expenses and disbursements  (including reasonable
legal  fees  and  expenses)  of any kind and  nature  whatsoever  (collectively,
"Expenses")  which may at any time be  imposed  on,  incurred  by,  or  asserted
against the Owner  Trustee or any  Indemnified  Party in any way  relating to or
arising  out of this  Trust  Agreement,  the other  Basic  Documents,  the Trust
Estate,  the administration of the Trust Estate or the action or inaction of the
Owner Trustee hereunder; provided, that:

(a) the  Certificateholder  of the  majority of the  Percentage  Interest of the
Class SB  Certificates  shall not be liable  for or  required  to  indemnify  an
Indemnified  Party from and against Expenses arising or resulting from the Owner
Trustee's  willful  misconduct,  negligence  or bad  faith or as a result of any
inaccuracy of a representation  or warranty  contained in Section 6.03 expressly
made by the Owner Trustee;

(b) with respect to any such claim,  the Indemnified  Party shall have given the
Certificateholder  of the  majority of the  Percentage  Interest of the Class SB
Certificates  written notice thereof promptly after the Indemnified  Party shall
have actual knowledge thereof;

(c) while maintaining control over its own defense, the Certificateholder of the
majority of the Percentage  Interest of the Class SB Certificates  shall consult
with the Indemnified Party in preparing such defense; and

(d)  notwithstanding  anything  in this Trust  Agreement  to the  contrary,  the
Certificateholder  of the  majority of the  Percentage  Interest of the Class SB
Certificates  shall not be liable for  settlement of any claim by an Indemnified
Party  entered into without the prior  consent of the  Certificateholder  of the
majority of the Percentage Interest of the Class SB Certificates,  which consent
shall not be unreasonably withheld.

        The indemnities  contained in this Section shall survive the resignation
or termination of the Owner Trustee or the termination of this Trust  Agreement.
In the event of any  Proceeding  for which  indemnity may be sought  pursuant to
this Section 7.02, the Owner  Trustee's  choice of legal counsel,  if other than


                                       28
<PAGE>

the legal counsel retained by the Owner Trustee in connection with the execution
and  delivery of this Trust  Agreement,  shall be subject to the approval of the
Certificateholder  of the  majority of the  Percentage  Interest of the Class SB
Certificates,  which approval shall not be unreasonably  withheld.  In addition,
upon  written  notice to the Owner  Trustee  and with the  consent  of the Owner
Trustee, which consent shall not be unreasonably withheld, the Certificateholder
of the majority of the Percentage  Interest of the Class SB  Certificates  shall
have the  right to  assume  the  defense  of any  Proceeding  against  the Owner
Trustee.

                                       29
<PAGE>

                                  ARTICLE VIII

                         Termination of Trust Agreement

Section 8.01.  Termination of Trust Agreement.
               ------------------------------

(a) This Trust  Agreement  (other  than this  Article  VIII) and the Trust shall
terminate  and be of no further force or effect upon the final  distribution  of
all moneys or other property or proceeds of the Trust Estate in accordance  with
the  terms  of  the  Indenture  and  this  Trust   Agreement.   The  bankruptcy,
liquidation, dissolution, death or incapacity of any Certificateholder shall not
(i) operate to terminate  this Trust  Agreement or the Trust,  (ii) entitle such
Certificateholder's  legal representatives or heirs to claim an accounting or to
take any  Proceeding  in any court for a  partition  or winding up of all or any
part of the Trust or the Trust  Estate or (iii)  otherwise  affect  the  rights,
obligations and liabilities of the parties hereto.

(b) Except as  provided  in  Section  8.01(a),  neither  the  Depositor  nor any
Certificateholder shall be entitled to revoke or terminate the Trust.

(c) Notice of any termination of the Trust, specifying the Payment Date on which
Certificateholders  shall surrender their Certificates to the Certificate Paying
Agent for payment of the final  distribution  thereon and cancellation  thereof,
shall  be  given   by  the   Certificate   Paying   Agent  by   letter   to  the
Certificateholders  and the Enhancer mailed within five Business Days of receipt
of notice of such  termination  from the Owner Trustee,  stating (i) the Payment
Date upon or with respect to which final  payment of the  Certificates  shall be
made upon  presentation  and surrender of the  Certificates at the office of the
Certificate Paying Agent therein  designated,  (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such Payment Date
is not applicable,  payments being made only upon  presentation and surrender of
the  Certificates  at  the  office  of  the  Certificate  Paying  Agent  therein
specified.  The  Certificate  Paying  Agent  shall give such notice to the Owner
Trustee  and the  Certificate  Registrar  at the time  such  notice  is given to
Certificateholders.  Upon  presentation and surrender of the  Certificates,  the
Certificate  Paying Agent shall cause to be  distributed  to  Certificateholders
amounts distributable on such Payment Date pursuant to Section 5.01.

        In  the  event  that  all  of  the  Certificateholders  shall  not  have
surrendered their Certificates for cancellation within six months after the date
specified in the above mentioned  written notice,  the Certificate  Paying Agent
shall  give a second  written  notice  to the  remaining  Certificateholders  to
surrender their Certificates for cancellation and receive the final distribution
with  respect  thereto.  Subject to  applicable  laws with respect to escheat of
funds,  if within one year  following the Payment Date on which final payment of
the  Certificates  was to have been  made  pursuant  to  Section  3.10,  all the
Certificates  shall not have been surrendered for cancellation,  the Certificate
Paying  Agent  may  take  appropriate  steps,  or may  appoint  an agent to take
appropriate  steps,  to  contact  the  remaining  Certificateholders  concerning
surrender of their  Certificates,  and the cost thereof shall be paid out of the
funds and other assets that shall remain  subject to this Trust  Agreement.  Any
funds remaining in the  Distribution  Account after  exhaustion of such remedies
shall be distributed by the Certificate Paying Agent to the Certificateholder of
the majority of the Percentage  Interest of the  Certificates  of the Class with
respect to which such amounts are due.

                                       30
<PAGE>

(d) Upon the  winding  up of the Trust and its  termination,  the Owner  Trustee
shall cause the  Certificate of Trust to be cancelled by filing a certificate of
cancellation  with the Secretary of State in accordance  with the  provisions of
Section 3810(c) of the Business Trust Statute.

Section 8.02.  Additional Termination Requirements.

(a) REMIC I shall be  terminated in  accordance  with the  following  additional
requirements  including  upon  the  exercise  by  the  Servicer  of an  optional
redemption  of the Notes  pursuant to Section 8.08 of the  Servicing  Agreement,
unless the Owner Trustee, the REMIC Administrator and the Servicer have received
an Opinion of Counsel  (which  Opinion of Counsel shall not be an expense of the
Owner  Trustee)  to the effect  that the failure of any REMIC to comply with the
requirements  of this Section 8.02 will not (i) result in the  imposition on the
Trust Estate of taxes on "prohibited transactions," as described in Section 860F
of the Code,  or (ii)  cause  either  REMIC to fail to qualify as a REMIC at any
time that any Certificate is outstanding:

(i) The Servicer shall establish a 90-day  liquidation period for such REMIC and
specify the first day of such period in a statement, which the Indenture Trustee
shall  attach to the  Trust  Estate's  final Tax  Return  pursuant  to  Treasury
regulations  Section  1.860F-1.  The  Servicer  also  shall  satisfy  all of the
requirements  of a qualified  liquidation  for a REMIC under Section 860F of the
Code and regulations thereunder;

(ii) The Servicer  shall notify the Owner Trustee and the  Indenture  Trustee at
the commencement of such 90-day  liquidation period and, at or prior to the time
of making of the final payment on the Certificates, the Owner Trustee shall sell
or  otherwise  dispose  of all of the  remaining  assets of the Trust  Estate in
accordance with the terms hereof; and

(iii) If the  Servicer is  exercising  its right to  purchase  the assets of the
Trust Estate, the Servicer shall, during the 90-day liquidation period and at or
prior to the Final Payment Date,  purchase all of the assets of the Trust Estate
for cash.

(b) Each Holder of a Security and the Owner Trustee hereby irrevocably  approves
and appoints the  Servicer as its  attorney-in-fact  to adopt a plan of complete
liquidation for such REMIC at the expense of the Trust Estate in accordance with
the terms and conditions of this Agreement.

                                       31
<PAGE>

                                   ARTICLE IX

             Successor Owner Trustees and Additional Owner Trustees

Section 9.01.  Eligibility  Requirements  for Owner  Trustee.  The Owner Trustee
shall at all times be a corporation satisfying the provisions of Section 3807(a)
of the Business Trust Statute;  authorized to exercise  corporate  trust powers;
having a combined  capital  and surplus of at least  $50,000,000  and subject to
supervision  or  examination  by  federal or state  authorities;  and having (or
having a parent that has) long-term debt obligations with a rating of at least A
by Moody's,  Standard & Poor's or Fitch, if rated by Fitch. If such  corporation
shall publish  reports of condition at least annually  pursuant to law or to the
requirements of the aforesaid  supervising or examining authority,  then for the
purpose of this Section,  the combined  capital and surplus of such  corporation
shall be deemed to be its combined  capital and surplus as set forth in its most
recent report of condition so  published.  In case at any time the Owner Trustee
shall cease to be eligible in  accordance  with the  provisions  of this Section
9.01,  the Owner  Trustee  shall resign  immediately  in the manner and with the
effect specified in Section 9.02.

Section 9.02.  Replacement of Owner  Trustee.  The Owner Trustee may at any time
resign and be discharged from the trusts hereby created by giving 30 days' prior
written notice thereof to the Enhancer, the Indenture Trustee and the Depositor.
Upon receiving such notice of resignation,  the Indenture Trustee shall promptly
appoint a  successor  Owner  Trustee  with the  consent of the  Enhancer,  which
consent shall not be unreasonably withheld, by written instrument, in duplicate,
one copy of which  instrument  shall be delivered to the resigning Owner Trustee
and one copy to the successor Owner Trustee. If no successor Owner Trustee shall
have been so appointed  and have accepted  appointment  within 30 days after the
giving of such notice of  resignation,  the resigning Owner Trustee may petition
any court of competent  jurisdiction  for the  appointment of a successor  Owner
Trustee.

        If at  any  time  the  Owner  Trustee  shall  cease  to be  eligible  in
accordance  with the  provisions  of Section 9.01 and shall fail to resign after
written request therefor by the Indenture  Trustee,  or if at any time the Owner
Trustee  shall be  legally  unable  to act,  or shall be  adjudged  bankrupt  or
insolvent,  or a  receiver  of the Owner  Trustee  or of its  property  shall be
appointed,  or any  public  officer  shall  take  charge or control of the Owner
Trustee  or of its  property  or  affairs  for the  purpose  of  rehabilitation,
conservation  or  liquidation,  then the  Indenture  Trustee  may,  and,  at the
direction of the Enhancer,  shall,  remove the Owner  Trustee.  If the Indenture
Trustee shall remove the Owner  Trustee  under the authority of the  immediately
preceding  sentence,  the Indenture  Trustee shall promptly  appoint a successor
Owner Trustee  acceptable to the Enhancer by written  instrument,  in duplicate,
one copy of which instrument shall be delivered to the outgoing Owner Trustee so
removed and one copy to the successor Owner Trustee, and shall pay all fees owed
to the outgoing Owner Trustee.  If the Indenture  Trustee is unable to appoint a
successor Owner Trustee within 60 days after any such  direction,  the Indenture
Trustee may petition any court of competent  jurisdiction for the appointment of
a successor Owner Trustee.

        Any  resignation  or removal of the Owner Trustee and  appointment  of a
successor Owner Trustee  pursuant to any of the provisions of this Section shall
not become  effective  until  acceptance of appointment  by the successor  Owner
Trustee  pursuant to Section 9.03 and payment of all fees and  expenses  owed to
the outgoing Owner Trustee.

                                       32
<PAGE>

Section 9.03.  Successor Owner Trustee.  Any successor  Owner Trustee  appointed
pursuant to Section 9.02 shall execute, acknowledge and deliver to the Indenture
Trustee  and to its  predecessor  Owner  Trustee an  instrument  accepting  such
appointment under this Trust Agreement, and thereupon the resignation or removal
of the  predecessor  Owner Trustee shall become  effective,  and such  successor
Owner Trustee,  without any further act, deed or conveyance,  shall become fully
vested with all the rights,  powers,  duties and  obligations of its predecessor
under this Trust  Agreement,  with like effect as if  originally  named as Owner
Trustee.  The  predecessor  Owner  Trustee  shall  upon  payment of its fees and
expenses deliver to the successor Owner Trustee all documents and statements and
monies held by it under this Trust Agreement;  and the predecessor Owner Trustee
shall  execute  and deliver  such  instruments  and do such other  things as may
reasonably  be required for fully and  certainly  vesting and  confirming in the
successor Owner Trustee all such rights, powers, duties and obligations.

        No successor Owner Trustee shall accept  appointment as provided in this
Section 9.03 unless at the time of such  acceptance such successor Owner Trustee
shall be eligible pursuant to Section 9.01.

        Upon acceptance of appointment by a successor Owner Trustee  pursuant to
this  Section  9.03,  the  Indenture  Trustee  shall mail notice  thereof to all
Certificateholders,  the Indenture Trustee, the Noteholders, the Rating Agencies
and the Enhancer. If the Indenture Trustee shall fail to mail such notice within
10 days after acceptance of such appointment by the successor Owner Trustee, the
successor  Owner  Trustee shall cause such notice to be mailed at the expense of
the Indenture Trustee.

Section 9.04.  Merger or Consolidation  of Owner Trustee.  Any Person into which
the  Owner  Trustee  may  be  merged  or  converted  or  with  which  it  may be
consolidated,   or  any  Person   resulting  from  any  merger,   conversion  or
consolidation  to which  the  Owner  Trustee  shall be a  party,  or any  Person
succeeding to all or  substantially  all of the corporate  trust business of the
Owner Trustee,  shall be the successor of the Owner Trustee  hereunder,  without
the execution or filing of any  instrument or any further act on the part of any
of  the  parties  hereto,  anything  herein  to  the  contrary  notwithstanding;
provided,  that such  Person  shall be eligible  pursuant  to Section  9.01 and,
provided,  further,  that the Owner  Trustee shall mail notice of such merger or
consolidation to the Rating Agencies.

Section 9.05. Appointment of Co-Trustee or Separate Trustee. Notwithstanding any
other  provisions  of this  Trust  Agreement,  at any time,  for the  purpose of
meeting  any legal  requirements  of any  jurisdiction  in which any part of the
Trust Estate may at the time be located,  the Owner Trustee shall have the power
and shall execute and deliver all  instruments to appoint one or more Persons to
act as  co-trustee,  jointly with the Owner Trustee,  or as separate  trustee or
trustees, of all or any part of the Trust Estate, and to vest in such Person, in
such capacity,  such title to the Trust or any part thereof and,  subject to the
other provisions of this Section, such powers, duties,  obligations,  rights and
trusts as the Owner Trustee may consider  necessary or desirable.  No co-trustee
or separate  trustee  under this Trust  Agreement  shall be required to meet the
terms of eligibility as a successor  Owner Trustee  pursuant to Section 9.01 and
no notice of the  appointment  of any  co-trustee  or separate  trustee shall be
required pursuant to Section 9.03.

                                       33
<PAGE>

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

(a) All rights,  powers,  duties and  obligations  conferred or imposed upon the
Owner  Trustee  shall be conferred  upon and exercised or performed by the Owner
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 Owner 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 Owner 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 Owner Trustee;

(b) No trustee under this Trust Agreement  shall be personally  liable by reason
of any act or omission of any other trustee under this Trust Agreement; and

(c) The Owner  Trustee may at any time accept the  resignation  of or remove any
separate trustee or co-trustee.

        Any notice, request or other writing given to the Owner 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 Trust  Agreement  and the
conditions of this Article IX. 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 Owner
Trustee or separately, as may be provided therein, subject to all the provisions
of this Trust  Agreement,  specifically  including every provision of this Trust
Agreement  relating to the conduct of,  affecting the liability of, or affording
protection to, the Owner Trustee.  Each such instrument  shall be filed with the
Owner Trustee.

        Any  separate  trustee or  co-trustee  may at any time appoint the Owner
Trustee as 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
Trust  Agreement  on its  behalf  and in its name.  If any  separate  trustee or
co-trustee shall die, become incapable of acting,  resign or be removed,  all of
its  estates,  properties,  rights,  remedies  and  trusts  shall vest in and be
exercised by the Owner  Trustee,  to the extent  permitted  by law,  without the
appointment of a new or successor co-trustee or separate trustee.

                                       34
<PAGE>

                                   ARTICLE X


                                  Miscellaneous

Section 10.01. Amendments.
               ----------

(a) This Trust  Agreement may be amended from time to time by the parties hereto
as specified in this Section 10.01, provided that any such amendment,  except as
provided in paragraph (e) below,  shall be  accompanied by an Opinion of Counsel
addressed  to the  Owner  Trustee  and the  Enhancer  to the  effect  that  such
amendment  (i) complies  with the  provisions  of this Section and (ii) will not
cause the Trust to be  subject  to an entity  level tax or cause any of REMIC I,
REMIC II or REMIC III to fail to  qualify  as a REMIC  for  federal  income  tax
purposes.

(b) If the purpose of any such amendment (as detailed therein) is to correct any
mistake, eliminate any inconsistency, cure any ambiguity or deal with any matter
not covered in this Trust  Agreement  (i.e., to give effect to the intent of the
parties),   it  shall  not  be   necessary   to  obtain   the   consent  of  any
Certificateholders,  but the Owner Trustee shall be furnished  with (i) a letter
from each Rating  Agency that the  amendment  will not result in a Rating Event,
determined  without  regard to the  Policy and (ii) an Opinion of Counsel to the
effect that such action will not  adversely  affect in any material  respect the
interests of any  Certificateholder,  and the consent of the  Enhancer  shall be
obtained.

(c) If the purpose of the amendment is to prevent the  imposition of any federal
or state taxes at any time that any Security is outstanding (i.e.,  technical in
nature),   it  shall  not  be   necessary   to  obtain   the   consent   of  any
Certificateholder,  but the Owner Trustee shall be furnished  with an Opinion of
Counsel that such amendment is necessary or helpful to prevent the imposition of
such  taxes  and is not  materially  adverse  to any  Certificateholder  and the
consent of the Enhancer shall be obtained.

(d) If the  purpose  of the  amendment  is to add or  eliminate  or  change  any
provision  of the Trust  Agreement  other  than as  contemplated  in (b) and (c)
above,  the  amendment  shall  require  (i) the consent of the  Enhancer  and an
Opinion of Counsel to the effect that such action will not  adversely  affect in
any material respect the interests of any  Certificateholder and (ii) either (A)
a letter from each Rating  Agency  that such  amendment  will not cause a Rating
Event,  if  determined  without  regard  to the  Policy  or (B) the  consent  of
Certificateholders  of each Class of  Certificates  evidencing a majority of the
aggregate Certificate  Percentage Interest and the Indenture Trustee;  provided,
however,  that no such  amendment  shall  reduce in any manner the amount of, or
delay the timing of,  payments  received that are required to be  distributed on
any Certificate without the consent of each  Certificateholder  affected thereby
and the  Enhancer,  or reduce  the  aforesaid  percentage  of  Certificates  the
Certificateholders  of which are  required  to  consent  to any such  amendment,
without  the consent of the  Certificateholders  of all such  Certificates  then
outstanding.

(e) No amendment of this Trust  Agreement  may provide for the holding of any of
the Certificates in book-entry form.

                                       35
<PAGE>

(f) If the  purpose of any such  amendment  is to provide  for the  issuance  of
additional  Certificates  representing an interest in the Trust, it shall not be
necessary to obtain the consent of any Certificateholder,  but the Owner Trustee
shall be furnished with (i) an Opinion of Counsel to the effect that such action
will  not  adversely  affect  in  any  material  respect  the  interests  of any
Certificateholders  and (B) a letter from each Rating  Agency to the effect that
such  amendment will not cause a Rating Event,  if determined  without regard to
the Policy, and the consent of the Enhancer shall be obtained.

(g) Promptly  after the  execution of any such  amendment or consent,  the Owner
Trustee shall furnish written notification of the substance of such amendment or
consent to each Certificateholder,  the Indenture Trustee, the Enhancer and each
of  the  Rating  Agencies.  It  shall  not  be  necessary  for  the  consent  of
Certificateholders  or the Indenture  Trustee  pursuant to this Section 10.01 to
approve the particular form of any proposed  amendment or consent,  but it shall
be sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents (and any other consents of  Certificateholders  provided
for in this Trust  Agreement or in any other Basic  Document)  and of evidencing
the  authorization  of the  execution  thereof  by  Certificateholders  shall be
subject to such reasonable requirements as the Owner Trustee may prescribe.

(h) In connection  with the execution of any amendment to any agreement to which
the Trust is a party,  other than this Trust Agreement,  the Owner Trustee shall
be entitled to receive and  conclusively  rely upon an Opinion of Counsel to the
effect that such  amendment is authorized or permitted by the documents  subject
to such amendment and that all conditions  precedent in the Basic  Documents for
the execution  and delivery  thereof by the Trust or the Owner  Trustee,  as the
case may be, have been satisfied.

        Promptly  after the  execution of any  amendment to the  Certificate  of
Trust,  the Owner  Trustee  shall  cause the filing of such  amendment  with the
Secretary of State.

Section 10.02. No Legal Title to Trust Estate. The Certificateholders  shall not
have legal title to any part of the Trust Estate. The  Certificateholders  shall
be entitled to receive  distributions with respect to their undivided beneficial
interest  therein only in accordance  with Articles V and VIII. No transfer,  by
operation  of  law  or  otherwise,  of  any  right,  title  or  interest  of the
Certificateholders  to and in their ownership interest in the Trust Estate shall
operate to terminate this Trust Agreement or the trusts hereunder or entitle any
transferee  to an accounting or to the transfer to it of legal title to any part
of the Trust Estate.

Section  10.03.  Limitations  on Rights of Others.  Except for Section 2.07, the
provisions  of this Trust  Agreement  are  solely  for the  benefit of the Owner
Trustee, the Depositor, the Certificateholders,  the Enhancer and, to the extent
expressly  provided  herein,  the  Indenture  Trustee and the  Noteholders,  and
nothing in this Trust  Agreement  (other than Section 2.07),  whether express or
implied,  shall be  construed to give to any other Person any legal or equitable
right,  remedy or claim in the Trust Estate or under or in respect of this Trust
Agreement or any covenants, conditions or provisions contained herein.

                                       36
<PAGE>

Section 10.04. Notices.

(a) Unless otherwise  expressly  specified or permitted by the terms hereof, all
notices  shall be in writing and shall be deemed given upon  receipt:  if to the
Owner Trustee,  addressed to its Corporate  Trust Office;  if to the Certificate
Paying Agent,  addressed to Wells Fargo Bank Minnesota,  N.A., 11000 Broken Land
Parkway, Columbia,  Maryland 21044, Attention:  Corporate Trust Services - GMACM
2002-HE2 (and as of May 6, 2002,  9062 Old Annapolis  Road,  Columbia,  Maryland
21045-1951,  Attention:  Corporate Trust Services - GMACM 2002-HE2), with a copy
to the Corporate  Trust Office of the Indenture  Trustee,  if to the  Depositor,
addressed to Residential  Asset Mortgage  Products,  Inc.,  8400 Normandale Lake
Boulevard,  Suite 600, Minneapolis,  Minnesota 55437, Attention:  President, Re:
GMACM Home Equity Loan Trust  2002-HE2;  if to the  Enhancer,  addressed to MBIA
Insurance  Corporation,  113 King  Street,  Armonk,  New York 10504:  Attention:
Insured Portfolio  Management - Structured Finance (GMACM Home Equity Loan Trust
2002-HE2),  if to the Rating Agencies,  addressed to Moody's Investors  Service,
Inc.,  99 Church  Street,  4th Floor,  New York,  New York 10001 and  Standard &
Poor's,  a division of The  McGraw-Hill  Companies,  Inc., 55 Water Street,  New
York, New York 10004, Attention:  Structured Finance Department - MBS; or, as to
each of the foregoing  Persons,  at such other address as shall be designated by
such Person in a written notice to each of the other foregoing Persons.

(b) Any notice required or permitted to be given to a Certificateholder shall be
given  by  first-class   mail,   postage   prepaid,   at  the  address  of  such
Certificateholder  as shown in the  Certificate  Register.  Any notice so mailed
within the time prescribed in this Trust Agreement to a Certificateholder  shall
be  conclusively  presumed  to  have  been  duly  given,  whether  or  not  such
Certificateholder receives such notice.

(c) A copy of any notice  delivered to the Owner Trustee or the Trust shall also
be delivered to the Depositor.

Section  10.05.  Severability.  Any  provision of this Trust  Agreement  that is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

Section 10.06.  Separate  Counterparts.  This Trust Agreement may be executed by
the parties hereto in any number of counterparts, each of which when so executed
and delivered  shall be an original,  but all such  counterparts  shall together
constitute but one and the same instrument.

Section  10.07.   Successors  and  Assigns.  All  representations,   warranties,
covenants and  agreements  contained  herein shall be binding upon, and inure to
the benefit of, each of the Enhancer,  the Depositor,  the Owner Trustee and its
successors and each  Certificateholder and its successors and permitted assigns,
all as herein provided. Any request, notice, direction, consent, waiver or other
instrument  or action  by a  Certificateholder  shall  bind the  successors  and
assigns of such Certificateholder.

                                       37
<PAGE>

Section  10.08.  No Petition.  The Owner  Trustee,  by entering  into this Trust
Agreement,  and each  Certificateholder,  by  accepting  a  Certificate,  hereby
covenant  and  agree  that  they  will not at any  time  institute  against  the
Depositor or the Trust, or join in any institution  against the Depositor or the
Trust of, any  bankruptcy  Proceedings  under any United States federal or state
bankruptcy  or  similar  law  in  connection   with  any   obligations   to  the
Certificates,  the  Notes,  this  Trust  Agreement  or any of  the  other  Basic
Documents.

Section 10.09. No Recourse. Each Certificateholder,  by accepting a Certificate,
acknowledges that such  Certificateholder's  Certificate represents a beneficial
interest in the Trust only and does not  represent an interest in or  obligation
of the Depositor,  the Sellers,  the Owner Trustee, the Indenture Trustee or any
Affiliate thereof, and that no recourse may be had against such Persons or their
assets,   except  as  may  be  expressly  set  forth  or   contemplated  in  the
Certificates, this Trust Agreement or the other Basic Documents.

Section  10.10.  Headings.  The  headings of the various  Articles  and Sections
herein are for  convenience  of reference only and shall not define or limit any
of the terms or provisions hereof.

Section  10.11.  GOVERNING  LAW.  THIS TRUST  AGREEMENT  SHALL BE  CONSTRUED  IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF  DELAWARE,  WITHOUT  REFERENCE  TO ITS
CONFLICT OF LAW  PROVISIONS,  AND THE  OBLIGATIONS,  RIGHTS AND  REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section  10.12.  Integration.   This  Trust  Agreement  constitutes  the  entire
agreement  among the parties hereto  pertaining to the subject matter hereof and
supersedes all prior agreements and understanding pertaining thereto.

Section 10.13. Rights of Enhancer to Exercise Rights of  Certificateholders.  By
accepting its Certificate,  each Certificateholder agrees that unless a Enhancer
Default exists,  the Enhancer shall have the right to exercise all rights of the
Certificateholders under this Trust Agreement without any further consent of the
Certificateholders.  Nothing in this Section,  however, shall alter or modify in
any   way,   the   fiduciary   obligations   of  the   Owner   Trustee   to  the
Certificateholders  pursuant to this Trust  Agreement,  or create any  fiduciary
obligation  of the Owner  Trustee  to the  Enhancer.  The  Enhancer  shall be an
express third party beneficiary of this Trust Agreement.


                                       38
<PAGE>

        IN WITNESS  WHEREOF,  the  Depositor  and the Owner  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.

                     RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
                        as Depositor



                     By:    /s/ Patricia C. Taylor
                            -------------------------------------------
                            Name:  Patricia C. Taylor
                            Title:  Vice President


                     WILMINGTON TRUST COMPANY,
                        not  in its  individual  capacity
                        but  solely  as  Owner   Trustee,
                        except   with   respect   to  the
                        representations   and  warranties
                        contained in Section 6.03 hereof



                     By:    /s/ Patricia A. Evans
                            -------------------------------------------
                            Name: Patricia A. Evans
                            Title: Assistant Vice President


Acknowledged and Agreed:

Wells Fargo Bank Minnesota, N.A.,
    as Indenture Trustee, Certificate Registrar
    and Certificate Paying Agent



By:     /s/ Peter A. Gobell
        ------------------------------------
        Name: Peter A. Gobell
        Title: Vice President

                                       39
<PAGE>




                                    EXHIBIT A

                             FORM OF SB CERTIFICATE

        THIS CLASS SB  CERTIFICATE  IS  SUBORDINATED  IN RIGHT OF PAYMENT TO THE
NOTES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).

        THIS CLASS SB CERTIFICATE IS ISSUED IN THE PERCENTAGE INTEREST SET FORTH
BELOW. THE CERTIFICATEHOLDER OF THIS CLASS SB CERTIFICATE HEREBY CONSENTS TO ANY
CHANGE IN ITS PERCENTAGE INTEREST IN ACCORDANCE WITH SUCH SECTION.

        THIS CLASS SB CERTIFICATE 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 STATE LAWS OR IS SOLD OR TRANSFERRED IN  TRANSACTIONS  WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND SUCH STATE LAWS AND IS TRANSFERRED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 3.05 OF THE AGREEMENT.

        NO  TRANSFER  OF THIS  CLASS SB  CERTIFICATE  SHALL BE MADE  UNLESS  THE
CERTIFICATE  REGISTRAR  SHALL HAVE RECEIVED EITHER (i) A  REPRESENTATION  LETTER
FROM THE TRANSFEREE OF THIS  CERTIFICATE  TO THE EFFECT THAT SUCH  TRANSFEREE IS
NOT AN  EMPLOYEE  BENEFIT OR OTHER PLAN  SUBJECT TO THE  PROHIBITED  TRANSACTION
RESTRICTIONS  AND THE  FIDUCIARY  RESPONSIBILITY  REQUIREMENTS  OF THE  EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE INTERNAL  REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),  ANY PERSON ACTING,
DIRECTLY  OR  INDIRECTLY,  ON BEHALF OF ANY SUCH PLAN OR ANY PERSON  USING "PLAN
ASSETS,"  WITHIN THE  MEANING OF THE  DEPARTMENT  OF LABOR  REGULATIONS  SECTION
2510.3-101,  TO ACQUIRE THIS CLASS SB CERTIFICATE (EACH, A "PLAN INVESTOR"),  OR
(ii) IF THIS CLASS SB CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PLAN  INVESTOR,  AN OPINION OF COUNSEL  ACCEPTABLE  TO AND IN FORM AND SUBSTANCE
SATISFACTORY  TO  THE  DEPOSITOR,  THE  OWNER  TRUSTEE,  THE  SERVICER  AND  THE
CERTIFICATE  REGISTRAR,  OR A  CERTIFICATION  IN THE  FORM OF  EXHIBIT  G TO THE
AGREEMENT,  TO THE  EFFECT  THAT  THE  PURCHASE  OR  HOLDING  OF THIS  CLASS  SB
CERTIFICATE IS PERMISSIBLE  UNDER  APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN A PROHIBITED  TRANSACTION  UNDER  SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE  (OR  COMPARABLE  PROVISIONS  OF ANY  SUBSEQUENT  ENACTMENTS)  AND WILL NOT
SUBJECT THE  DEPOSITOR,  THE OWNER  TRUSTEE,  THE  SERVICER  OR THE  CERTIFICATE
REGISTRAR TO ANY OBLIGATION OR LIABILITY  (INCLUDING  OBLIGATIONS OR LIABILITIES
UNDER  SECTION  406 OF ERISA OR SECTION  4975 OF THE CODE) IN  ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT.

        THE TRANSFEREE OF THIS CLASS SB  CERTIFICATE  SHALL BE SUBJECT TO UNITED
STATES  FEDERAL  WITHHOLDING  TAX UNLESS THE  CERTIFICATE  REGISTRAR  SHALL HAVE
RECEIVED A CERTIFICATE OF NON-FOREIGN  STATUS  CERTIFYING AS TO THE TRANSFEREE'S
STATUS AS A U.S. PERSON OR CORPORATION OR PARTNERSHIP UNDER U.S. LAW.
<PAGE>

        THIS  CLASS  SB  CERTIFICATE  DOES  NOT  REPRESENT  AN  INTEREST  IN  OR
OBLIGATION OF THE SELLERS, THE DEPOSITOR,  THE SERVICER,  THE INDENTURE TRUSTEE,
THE OWNER  TRUSTEE OR ANY OF THEIR  RESPECTIVE  AFFILIATES,  EXCEPT AS EXPRESSLY
PROVIDED IN THE AGREEMENT OR THE OTHER BASIC DOCUMENTS.

Certificate No.

Cut-Off Date:
March 1, 2002

Date of Trust Agreement:
March 26, 2002

First Payment Date:                     Percentage Interest: 100%
April 25, 2002

Final Payment Date:
April 25, 2027

                  GMACM HOME EQUITY LOAN-BACKED CERTIFICATE, SERIES 2002-HE2

        evidencing  a  fractional  undivided  interest in GMACM Home Equity Loan
Trust 2002-HE2 (the "Issuer"),  the property of which consists  primarily of the
Mortgage Loans.

        This Class SB Certificate is payable solely from the assets of the Trust
Estate,  and does not represent an  obligation of or interest in the  Depositor,
the Sellers, the Servicer,  the Indenture Trustee or the Owner Trustee or any of
their Affiliates.  This Class SB Certificate is not guaranteed or insured by any
governmental  agency or  instrumentality or by the Depositor,  the Sellers,  the
Servicer, the Indenture Trustee or the Owner Trustee or any of their affiliates.
None of the Depositor,  the Sellers, the Servicer,  the Indenture Trustee or the
Owner Trustee or any of their  Affiliates  will have any obligation with respect
to any  certificate or other  obligation  secured by or payable from payments on
the Certificates.

        This certifies that GMAC Mortgage Corporation is the registered owner of
the Certificate  Percentage  Interest evidenced by this Class SB Certificate (as
set forth on the face hereof) in certain distributions with respect to the Trust
Estate, consisting primarily of the Mortgage Loans, created by Residential Asset
Mortgage  Products,  Inc. (the  "Depositor").  The Trust (as defined herein) was
created pursuant to a trust agreement dated as of March 26, 2002 (as amended and
supplemented  from time to time,  the  "Agreement"),  between the  Depositor and
Wilmington  Trust  Company,  as owner trustee (the "Owner  Trustee,"  which term
includes any successor entity under the Agreement),  a summary of certain of the
pertinent  provisions of which is set forth  hereafter.  Capitalized  terms used

<PAGE>

herein that are not otherwise  defined shall have the meanings  ascribed thereto
in Appendix A to the indenture dated as of March 26, 2002, between the Trust and
the Indenture Trustee.  This Class SB Certificate is issued under and is subject
to the terms, provisions and conditions of the Agreement, to which Agreement the
Certificateholder  of this  Class SB  Certificate  by virtue  of the  acceptance
hereof assents and by which such Certificateholder is bound.

        Pursuant to the terms of the Agreement,  a distribution  will be made on
the 25th day of March, June,  September and December or, if such 25th day is not
a Business Day, the Business Day  immediately  following  (the "Payment  Date"),
commencing on the first  Payment Date  specified  above,  to the Person in whose
name this Class SB  Certificate  is  registered  at the close of business on the
last  day  (or if  such  last  day is  not a  Business  Day,  the  Business  Day
immediately  preceding  such last day) of the month  immediately  preceding  the
month of such  distribution  (the "Record Date"),  in an amount equal to the pro
rata portion  evidenced by this Class SB  Certificate  (based on the  Percentage
Interest  stated on the face  hereon)  of the  amount,  if any,  required  to be
distributed  to   Certificateholders  of  Certificates  on  such  Payment  Date.
Distributions  on this  Class SB  Certificate  will be made as  provided  in the
Agreement by the  Certificate  Paying Agent by wire  transfer or check mailed to
the  Certificateholder  of  record  in  the  Certificate  Register  without  the
presentation  or  surrender  of this Class SB  Certificate  or the making of any
notation hereon.  Pursuant to the Agreement,  the Trust has issued three Classes
of  Certificates,  designated  as the  Class  SB  Certificates,  the  Class  R-I
Certificates, the Class R-II Certificates and the Class R-III Certificates.

        Except as otherwise  provided in the Agreement and  notwithstanding  the
above,  the final  distribution on this Class SB Certificate  will be made after
due notice by the Certificate  Paying Agent of the pendency of such distribution
and only upon  presentation  and surrender of this Class SB  Certificate  at the
office or agency designated by the Certificate Registrar for that purpose in the
City and State of New York.

        No  transfer  of this  Class SB  Certificate  will be made  unless  such
transfer is exempt from the  registration  requirements of the Securities Act of
1933, as amended (the  "Securities  Act"),  and any applicable  state securities
laws or is made in  accordance  the  Securities  Act and such state laws. In the
event that such a transfer is to be made, (i) the  Certificate  Registrar or the
Depositor  may  require  an opinion  of  counsel  acceptable  to and in form and
substance  satisfactory to the Certificate Registrar and the Depositor that such
transfer is exempt (describing the applicable  exemption and the basis therefor)
from  or is  being  made  pursuant  to  the  registration  requirements  of  the
Securities  Act,  and of any  applicable  statute  of any  state  and  (ii)  the
transferee  shall  execute an  investment  letter in the form  described  in the
Agreement and (iii) the  Certificate  Registrar  shall require the transferee to
execute an investment letter and a Certificate of Non-Foreign Status in the form
described by the  Agreement (or if a Certificate  of  Non-Foreign  Status is not
provided, an Opinion of Counsel as described in the Agreement), which investment
letter and  certificate or Opinion of Counsel shall not be at the expense of the
Trust,  the Owner  Trustee,  the  Certificate  Registrar or the  Depositor.  The
Certificateholder hereof desiring to effect such transfer shall, and does hereby
agree to,  indemnify the Trust, the Owner Trustee,  the Depositor,  the Servicer
and the  Certificate  Registrar  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 connection  with any such  transfer,  the  Certificate  Registrar
(unless  otherwise  directed by the  Depositor)  will also require  either (i) a
representation  letter, in the form as described by the Agreement,  stating that

<PAGE>

the  transferee  is not  an  employee  benefit  or  other  plan  subject  to the
prohibited transaction restrictions or the fiduciary responsibility requirements
of ERISA or Section 4975 of the Code (a "Plan"), any person acting,  directly or
indirectly,  on behalf of any such Plan or any Person  using the "plan  assets,"
within the meaning of the Department of Labor Regulations Section 2510.3-101, to
effect  such  acquisition  (collectively,  a  "Plan  Investor")  or (ii) if such
transferee is a Plan Investor,  an opinion of counsel  acceptable to and in form
and substance satisfactory to the Depositor, the Owner Trustee, the Servicer and
the Certificate  Registrar,  or a certification  in the form of Exhibit G to the
Agreement,  to the effect that the  purchase or holding of such  Certificate  is
permissible  under applicable law, will not constitute or result in a prohibited
transaction  under  Section  406 of  ERISA  or  Section  4975  of the  Code  (or
comparable  provisions of any  subsequent  enactments)  and will not subject the
Depositor,  the Owner Trustee, the Servicer or the Certificate  Registrar to any
obligation or liability (including  obligations or liabilities under Section 406
of ERISA or Section  4975 of the Code) in  addition to those  undertaken  in the
Agreement.

        This  Class  SB  Certificate  is  one  of a  duly  authorized  issue  of
Certificates  designated as GMACM Home Equity  Loan-Backed  Certificates  of the
Series specified hereon (the "Certificates").

        The  Certificateholder  of this Class SB Certificate,  by its acceptance
hereof,  agrees  that it  will  look  solely  to the  funds  on  deposit  in the
Distribution  Account that have been released from the Lien of the Indenture for
payment hereunder and that neither the Owner Trustee in its individual  capacity
nor the Depositor is personally liable to the  Certificateholders for any amount
payable under this Class SB Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the Agreement.

        The  Certificateholder  of this Class SB  Certificate  acknowledges  and
agrees  that its  rights to  receive  distributions  in respect of this Class SB
Certificate  are  subordinated to the rights of the Noteholders and the Enhancer
as described in the Indenture.

        Each  Certificateholder,  by its acceptance of a Certificate,  covenants
and agrees that such  Certificateholder  will not at any time institute  against
the Depositor, or join in any institution against the Depositor or the Trust 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
Certificates, the Notes, the Agreement or any of the other Basic Documents.

        The Agreement permits the amendment thereof as specified below, provided
that any amendment be  accompanied by the consent of the Enhancer and an Opinion
of Counsel to the Owner Trustee to the effect that such amendment  complies with
the provisions of the Agreement and will not cause the Trust to be subject to an
entity  level tax.  If the  purpose  of any such  amendment  is to  correct  any
mistake, eliminate any inconsistency, cure any ambiguity or deal with any matter
not  covered,   it  shall  not  be  necessary  to  obtain  the  consent  of  any
Certificateholder,  but the Owner Trustee shall be furnished  with a letter from
each  Rating  Agency to the effect that such  amendment  will not cause a Rating
Event,  determined without regard to the Policy, and the consent of the Enhancer
shall be  obtained.  If the  purpose of any such  amendment  is to  prevent  the
imposition  of any  federal  or state  taxes at any time  that any  Security  is
Outstanding,  it  shall  not be  necessary  to  obtain  the  consent  of the any
Certificateholder,  but the Owner Trustee shall be furnished  with an Opinion of
Counsel that such amendment is necessary or helpful to prevent the imposition of

<PAGE>

such  taxes  and is not  materially  adverse  to any  Certificateholder  and the
consent of the Enhancer shall be obtained. If the purpose of the amendment is to
add or  eliminate  or change  any  provision  of the  Agreement,  other  than as
specified in the preceding two sentences, the amendment shall require either (a)
a letter from each  Rating  Agency to the effect  that such  amendment  will not
cause a Rating Event, determined without regard to the Policy or (b) the consent
of  Certificateholders  of  a  majority  of  the  Percentage  Interests  of  the
Certificates  and  the  Indenture  Trustee;  provided,  however,  that  no  such
amendment  shall (i)  reduce in any  manner the amount of, or delay the time of,
payments received that are required to be distributed on any Certificate without
the consent of all Certificateholders affected thereby and the Enhancer, or (ii)
reduce the aforesaid percentage of Certificates the  Certificateholders of which
are  required  to  consent  to any such  amendment  without  the  consent of the
Certificateholders of all such Certificates then outstanding.

        As provided in the Agreement and subject to certain  limitations therein
set forth,  the transfer of this Class SB  Certificate  is  registerable  in the
Certificate   Register  upon  surrender  of  this  Class  SB   Certificate   for
registration of transfer at the offices or agencies of the Certificate Registrar
maintained  in  the  City  and  State  of New  York,  accompanied  by a  written
instrument of transfer in form  satisfactory to the  Certificate  Registrar duly
executed by the Certificateholder  hereof or such  Certificateholder's  attorney
duly  authorized  in writing,  and  thereupon  one or more new  Certificates  of
authorized  denominations  evidencing  the same Class and  aggregate  Percentage
Interest will be issued to the designated  transferee.  The initial  Certificate
Registrar appointed under the Agreement is the Owner Trustee.

        Except as provided in the Agreement,  the Certificates are issuable only
in minimum  denominations  of a 10.0000%  Percentage  Interest  and in  integral
multiples of a 0.0001% Percentage Interest in excess thereof. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of authorized denominations,  as requested
by the  Certificateholder  surrendering  the same.  This Class SB Certificate is
issued in the Percentage Interest above.

        No service charge will be made for any such  registration of transfer or
exchange, but the Owner Trustee or the Certificate Registrar may require payment
of a sum  sufficient  to  cover  any  tax  or  governmental  charge  payable  in
connection therewith.

        The  Owner  Trustee,  the  Certificate  Paying  Agent,  the  Certificate
Registrar and any agent of the Owner Trustee,  the Certificate  Paying Agent, or
the  Certificate  Registrar  may treat the  Person in whose  name this  Class SB
Certificate is registered as the owner hereof for all purposes,  and none of the
Owner Trustee,  the Certificate  Paying Agent, the Certificate  Registrar or any
such agent shall be affected by any notice to the contrary.

        This  Class  SB  Certificate  shall  be  governed  by and  construed  in
accordance with the laws of the State of Delaware.

        The  obligations  created by the  Agreement  in respect of this Class SB
Certificate  and the  Trust  created  thereby  shall  terminate  upon the  final
distribution  of all moneys or other property or proceeds of the Trust Estate in
accordance with the terms of the Indenture and the Agreement.
<PAGE>

        Unless the certificate of authentication hereon shall have been executed
by an authorized  officer of the Owner Trustee,  or an  authenticating  agent by
manual signature, this Class SB Certificate shall not be entitled to any benefit
under the Agreement or be valid for any purpose.

<PAGE>

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

                             GMACM HOME EQUITY LOAN TRUST 2002-HE2

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



Dated: March 26, 2002        By:
                                --------------------------------------------
                                     Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within mentioned Agreement.

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



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



or                                         ,
  -----------------------------------------
    as Authenticating Agent of the Trust



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


<PAGE>


                                   ASSIGNMENT

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

                        PLEASE INSERT SOCIAL SECURITY OR
                      OTHER IDENTIFYING NUMBER OF ASSIGNEE




_______________________________________________________________________________

(Please print or type name and address, including postal zip code, of assignee)




______________________________________________________________________________
the  within   Certificate,   and  all  rights  thereunder,   hereby  irrevocably
constituting and appointing




______________________________________________________________________________
to transfer said  Certificate on the books of the  Certificate  Registrar,  with
full power of substitution in the premises.



Dated:
                            _____________________________________ */
                                     Signature Guaranteed:


                                 ___________________________ */









____________________
*/ NOTICE:  The signature to this assignment must correspond with the name as it
appears upon the face of the within  Certificate  in every  particular,  without
alteration,   enlargement  or  any  change  whatever.  Such  signature  must  be
guaranteed by a member firm of the New York Stock Exchange or a commercial  bank
or trust company.


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

     The  assignee  should  include the  following  for the  information  of the
Certificate Paying Agent:

     Distribution shall be made by wire transfer in immediately  available funds
to      _________________________________      for      the      account      of
______________________________,                  account                  number
_________________________________,     or,    if    mailed    by    check,    to
________________________.

     Applicable statements should be mailed to ______________________________.



                                               _______________________________
                                               Signature of assignee or agent
                                               (for authorization of wire
                                               transfer only)


<PAGE>




                                    EXHIBIT B

                              CERTIFICATE OF TRUST

                                       OF

                            GMACM HOME EQUITY LOAN TRUST 2002-HE2


        THE  UNDERSIGNED,  Wilmington  Trust  Company,  as  owner  trustee  (the
"Trustee"),  for the purpose of forming a business  trust does hereby certify as
follows:

        1.     The name of the business trust is:

               GMACM HOME EQUITY LOAN TRUST 2002-HE2

        2. The name and business address of the Trustee of the business trust in
the State Delaware is Wilmington Trust Company,  Rodney Square North, 1100 North
Market Street, Wilmington, Delaware 19890.

        3. The business trust  reserves the right to amend,  alter,  change,  or
repeal any provision contained in this Certificate of Trust in the manner now or
hereafter prescribed by law.

        4.     This Certificate of Trust shall be effective upon filing.

        THE UNDERSIGNED,  being the Trustee  hereinbefore named, for the purpose
of forming a business trust pursuant to the provisions of the Delaware  Business
Trust Act, does make this  certificate  of trust,  hereby  declaring and further
certifying  that  this  is  its  act  and  deed  and  that  to the  best  of the
undersigned's knowledge and belief the facts herein stated are true.

                                               WILMINGTON TRUST COMPANY,  not in
                                                   its  individual  capacity but
                                                   solely as owner trustee under
                                                   the  trust  agreement  to  be
                                                   dated as of March 26, 2002



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


Dated:  March 26, 2002


<PAGE>




                                    EXHIBIT C

                   FORM OF RULE 144A INVESTMENT REPRESENTATION

             Description of Rule 144A Securities, including numbers:






        The undersigned seller, as registered holder (the "Seller"),  intends to
transfer the Rule 144A Securities  described above to the undersigned buyer (the
"Buyer").

        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  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  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 Owner
Trustee and the Depositor, pursuant to Section 3.05 of the trust agreement dated
as of March 26,  2002 (the  "Agreement"),  between  Residential  Asset  Mortgage
Products, Inc., as depositor (the "Depositor"), and Wilmington Trust Company, as
owner trustee (the "Owner Trustee"), 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.

               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

<PAGE>

        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.     The Buyer represents that:

               (i)    either (a) or (b) is satisfied, as marked below:

                      a. The Buyer is not any  employee  benefit plan subject to
               the Employee  Retirement  Income Security Act of 1974, as amended
               ("ERISA"),  or the Internal Revenue Code of 1986, as amended (the
               "Code"),  a Person acting,  directly or indirectly,  on behalf of
               any such plan or any  Person  acquiring  such  Certificates  with
               "plan  assets" of a Plan within the meaning of the  Department of
               Labor Regulations Section 2510.3-101; or

                      b.  The  Buyer  will  provide  the  Depositor,  the  Owner
               Trustee, the Certificate  Registrar and the Servicer with either:
               (x) an opinion of counsel,  satisfactory  to the  Depositor,  the
               Owner Trustee, the Certificate Registrar and the Servicer, to the
               effect that the  purchase and holding of a  Certificate  by or on
               behalf of the Buyer is permissible under applicable law, will not
               constitute  or result in a prohibited  transaction  under Section
               406  of  ERISA  or  Section  4975  of  the  Code  (or  comparable
               provisions of any subsequent enactments) and will not subject the
               Depositor,  the Owner Trustee,  the Certificate  Registrar or the
               Servicer to any  obligation or liability  (including  liabilities
               under  ERISA or Section  4975 of the Code) in  addition  to those
               undertaken in the Trust Agreement, which opinion of counsel shall
               not be an  expense  of the  Depositor,  the  Owner  Trustee,  the
               Certificate  Registrar  or the  Servicer;  or (y) in lieu of such
               opinion of counsel,  a certification  in the form of Exhibit G to
               the Trust Agreement; and
<PAGE>

               (ii)  the  Buyer is  familiar  with  the  prohibited  transaction
        restrictions and fiduciary  responsibility  requirements of Sections 406
        and 407 of ERISA and Section 4975 of the Code and understands  that each
        of the parties to which this  certification  is made is relying and will
        continue to rely on the statements made in this paragraph 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.

        Capitalized  terms used herein that are not otherwise defined shall have
the meanings  ascribed  thereto in Appendix A to the indenture dated as of March
26, 2002, between the Trust and the Indenture Trustee.


<PAGE>


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


Print Name of Seller                             Print Name of Buyer

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

Taxpayer Identification:                         Taxpayer Identification:

No.                                              No.
    ----------------------------------              ----------------------------

Date:                                            Date:
     ---------------------------------


<PAGE>


                              ANNEX 1 TO EXHIBIT C


            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  ("Rule  144A")  because (i) the Buyer  owned  and/or  invested on a
discretionary  basis  $ 1 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.

        Savingsand  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.


--------
1 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>

        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, as amended,  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.

        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.
<PAGE>

        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.

        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:
                                                      --------------------------


<PAGE>


                              ANNEX 2 TO EXHIBIT C


            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.

        2. In  connection  with  purchases  by Buyer,  the Buyer is a "qualified
institutional  buyer"  as  defined  in 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 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.
<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:
                                                    --------------------------


<PAGE>




                                    EXHIBIT D

                     FORM OF INVESTOR REPRESENTATION LETTER


                      ,


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention:  Corporate Trust Services - GMACM 2002-HE2

               Re:  Residential Asset Mortgage Products, Inc., GMACM Home Equity
                    Loan-Backed Certificates, Series 2002-HE2

Ladies and Gentlemen:

               ___________________  (the  "Purchaser")  intends to purchase from
(the  "Seller")  a [__]%  Certificate  Percentage  Interest  of the  Class  [__]
Certificates  of Series  2002-HE2 (the  "Certificates"),  issued pursuant to the
trust  agreement  dated as of March 26,  2002 (the "Trust  Agreement"),  between
Residential  Asset Mortgage  Products,  Inc., as depositor (the "Depositor") and
Wilmington  Trust  Company,   as  owner  trustee  (the  "Owner   Trustee"),   as
acknowledged  and agreed by Wells Fargo Bank  Minnesota,  N.A.,  as  Certificate
Registrar.  Capitalized  terms used herein that are not otherwise  defined shall
have the meanings  ascribed  thereto in Appendix A to the indenture  dated as of
March 26,  2002,  between the Trust and the  Indenture  Trustee.  The  Purchaser
hereby certifies,  represents and warrants to, and covenants with, the Depositor
and the Certificate Registrar that:

               1. The Purchaser  understands that (a) the Certificates  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 Certificates,  (c)
        the Certificates may be resold only if registered and 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
        Trust  Agreement  contains  restrictions  regarding  the transfer of the
        Certificates  and  (e)  the  Certificates  will  bear  a  legend  to the
        foregoing effect.

               2.  The  Purchaser  is  acquiring  the  Certificates  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.
<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  Certificates,  such that it is  capable  of
        evaluating the merits and risks of investment in the  Certificates,  (b)
        able to bear  the  economic  risks  of  such  an  investment  and (c) an
        "accredited  investor"  within the  meaning 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  Trust  Agreement  and such  other
        information  concerning  the  Certificates,  the Mortgage  Loans and the
        Depositor as has been  requested by the Purchaser  from the Depositor or
        the Seller and is relevant to the  Purchaser's  decision to purchase the
        Certificates.  The  Purchaser  has had any  questions  arising from such
        review  answered by the Depositor 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 Certificate,  any interest in any Certificate 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
        Certificate,  any  interest  in any  Certificate  or any  other  similar
        security  from any  person in any  manner,  (c)  otherwise  approach  or
        negotiate  with  respect  to  any  Certificate,   any  interest  in  any
        Certificate 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 (d) above) would  constitute a distribution  of any  Certificate
        under the Act, that would render the  disposition  of any  Certificate 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  Certificates,
        except in compliance with the provisions of the Trust Agreement.

               6.     The Purchaser represents:

                      (i) that either (a) or (b) is satisfied, as marked below:

                      a. The Purchaser is not any employee  benefit plan subject
               to the  Employee  Retirement  Income  Security  Act of  1974,  as
               amended  ("ERISA"),  or the  Internal  Revenue  Code of 1986,  as
               amended (the "Code"), a Person acting, directly or indirectly, on
               behalf of any such plan or any Person acquiring such Certificates
               with "plan assets" of a Plan within the meaning of the Department
               of Labor Regulations Section 2510.3-101; or

                      b. The  Purchaser  will provide the  Depositor,  the Owner
               Trustee, the Certificate  Registrar and the Servicer with either:
               (x) an opinion of counsel,  satisfactory  to the  Depositor,  the
               Owner Trustee, the Certificate Registrar and the Servicer, to the
               effect that the  purchase and holding of a  Certificate  by or on
               behalf of the Purchaser is permissible under applicable law, will
               not  constitute  or  result  in a  prohibited  transaction  under
               Section 406 of ERISA or Section  4975 of the Code (or  comparable
               provisions of any subsequent enactments) and will not subject the

<PAGE>

               Depositor,  the Owner Trustee,  the Certificate  Registrar or the
               Servicer to any  obligation or liability  (including  liabilities
               under  ERISA or Section  4975 of the Code) in  addition  to those
               undertaken in the Trust Agreement, which opinion of counsel shall
               not be an  expense  of the  Depositor,  the  Owner  Trustee,  the
               Certificate  Registrar  or the  Servicer;  or (y) in lieu of such
               opinion of counsel,  a certification  in the form of Exhibit G to
               the Trust Agreement; and

                      (ii)  the  Purchaser  is  familiar  with  the   prohibited
        transaction  restrictions and fiduciary  responsibility  requirements of
        Sections  406  and  407 of  ERISA  and  Section  4975  of the  Code  and
        understands that each of the parties to which this certification is made
        is relying  and will  continue  to rely on the  statements  made in this
        paragraph 6.

               7.     The Purchaser is not a non-United States person.

                                               Very truly yours,






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


<PAGE>




                                    EXHIBIT E

                    FORM OF TRANSFEROR REPRESENTATION LETTER




                ,

Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention:  Corporate Trust Services - GMACM 2002-HE2

               Re:  Residential Asset Mortgage Products,  Inc. GMACM Home Equity
                    Loan-Backed Certificates, Series 2002-HE2

Ladies and Gentlemen:

                                   (the "Purchaser") intends to purchase from
        --------------------------

(the "Seller") a ______% Percentage  Interest of Certificates of Series 2002-HE2
(the  "Certificates"),  issued pursuant to the trust agreement dated as of March
26, 2002 (the "Trust  Agreement"),  between Residential Asset Mortgage Products,
Inc., as depositor (the  "Depositor"),  and Wilmington  Trust Company,  as owner
trustee (the "Owner  Trustee"),  as acknowledged  and agreed by Wells Fargo Bank
Minnesota,  N.A., as Certificate  Registrar.  Capitalized terms used herein that
are not otherwise defined shall have the meanings ascribed thereto in Appendix A
to the indenture dated as of March 26, 2002, between the Trust and the Indenture
Trustee. The Seller hereby certifies,  represents and warrants to, and covenants
with, the Depositor and the Certificate Registrar that:

        Neither  the  Seller nor  anyone  acting on its behalf has (a)  offered,
pledged,  sold,  disposed  of or  otherwise  transferred  any  Certificate,  any
interest in any  Certificate or any other similar  security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate,  any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise  approached or
negotiated with respect to any  Certificate,  any interest in any Certificate or
any other  similar  security  with any  person in any  manner,  (d) has made any
general  solicitation by means of general advertising or in any other manner, or
(e) has taken any other action,  that (as to any of (a) through (e) above) would
constitute a distribution of the  Certificates  under the Securities Act of 1933
(the "Act"), that would render the disposition of any Certificate a violation of
Section  5 of the  Act or any  state  securities  law,  or  that  would  require
registration or qualification pursuant thereto. The Seller will



<PAGE>


not act, in any manner set forth in the  foregoing  sentence with respect to any
Certificate.  The Seller has not and will not sell or otherwise  transfer any of
the  Certificates,  except  in  compliance  with  the  provisions  of the  Trust
Agreement.

                                               Very truly yours,



                                               (Seller)



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


<PAGE>




                                    EXHIBIT F

                    FORM OF CERTIFICATE OF NON-FOREIGN STATUS


        This Certificate of Non-Foreign  Status is delivered pursuant to Section
3.05 of the trust agreement dated as of March 26, 2002 (the "Trust  Agreement"),
between   Residential   Asset  Mortgage   Products,   Inc.,  as  depositor  (the
"Depositor"), and Wilmington Trust Company, as owner trustee, in connection with
the  acquisition of,  transfer to or possession by the  undersigned,  whether as
beneficial  owner  (the  "Beneficial  Owner"),  or  nominee  on  behalf  of  the
Beneficial Owner of GMACM Home Equity Loan-Backed Certificates,  Series 2002-HE2
(the  "Certificates").  Capitalized  terms used  herein  that are not  otherwise
defined shall have the meanings  ascribed thereto in Appendix A to the indenture
dated as of March 26, 2002, between the Trust and the Indenture Trustee.

        Each holder must  complete Part I, Part II (if the holder is a nominee),
and in all cases sign and otherwise complete Part III.

        In addition,  each holder shall submit with the  Certificate an IRS Form
W-9 relating to such holder.

        To confirm to the Trust that the provisions of Sections 871, 881 or 1446
of the Internal  Revenue Code (relating to withholding tax on foreign  partners)
do not  apply  in  respect  of the  Certificates  held by the  undersigned,  the
undersigned hereby certifies:

Part I -              Complete Either A or B

               A.     Individual as Beneficial Owner

               1.   I am (the Beneficial Owner is ) not a non-resident alien for
                    purposes of U.S. income taxation;

               2.   My (the Beneficial Owner's) name and home address are:
<PAGE>


                                   ________________________; and

               3.   My (the  Beneficial  Owner's) U.S.  taxpayer  identification
                    number (Social Security Number) is _______________________.

               B.     Corporate, Partnership or Other Entity as Beneficial Owner

               1.   ______________________(Name  of the Beneficial Owner) is not
                    a foreign corporation, foreign partnership, foreign trust or
                    foreign  estate (as those  terms are defined in the Code and
                    Treasury Regulations;

               2..  The   Beneficial   Owner's   office  address  and  place  of
                    incorporation (if applicable) is


                            ______________________________; and

               3.   The Beneficial Owner's U.S. employer  identification  number
                    is ____________________________.

Part II -      Nominees

        If  the  undersigned  is the  nominee  for  the  Beneficial  Owner,  the
undersigned  certifies  that this  Certificate  has been made in  reliance  upon
information contained in:

                      an IRS Form W-9
               ------

                      a form such as this or substantially similar
               ------

provided to the  undersigned  by an appropriate  person and (i) the  undersigned
agrees to notify the Trust at least  thirty (30) days prior to the date that the
form  relied  upon  becomes  obsolete,  and (ii) in  connection  with  change in
Beneficial  Owners,  the  undersigned  agrees  to  submit a new  Certificate  of
Non-Foreign Status to the Trust promptly after such change.

Part III -     Declaration

        The undersigned, as the Beneficial Owner or a nominee thereof, agrees to
notify the Trust  within sixty (60) days of the date that the  Beneficial  Owner
becomes a foreign person. The undersigned  understands that this certificate may
be  disclosed  to the  Internal  Revenue  Service  by the  Trust  and any  false
statement contained therein could be punishable by fines, imprisonment or both.

        Under  penalties  of  perjury,  I  declare  that  I have  examined  this
certificate  and to the best of my knowledge and belief it is true,  correct and
complete and will further  declare that I will inform the Trust of any change in
the  information  provided above,  and, if applicable,  I further declare that I
have the authority* to sign this document.


                    Name



            Title (if applicable)



             Signature and Date



*NOTE:  If signed  pursuant to a power of attorney,  the power of attorney  must
accompany this certificate.



<PAGE>




                                    EXHIBIT G

                       FORM OF ERISA REPRESENTATION LETTER




                          ,

Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890

GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania 19044

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention:  Corporate Trust Services - GMACM 2002-HE2

               Re:  Residential Asset Mortgage Products,  Inc. GMACM Home Equity
                    Loan-Backed Certificates, Series 2002-HE2

Dear Sirs:

        (the  "Transferee")  intends  to  acquire  from (the  "Transferor")  a %
Percentage  Interest  of GMACM  Home  Equity  Loan-Backed  Certificates,  Series
2002-HE2 (the "Certificates"),  issued pursuant to a trust agreement dated as of
March 26, 2002, between Residential Asset Mortgage Products,  Inc., as depositor
(the  "Depositor"),  and Wilmington Trust Company,  as owner trustee (the "Owner
Trustee").  Capitalized  terms used herein that are not otherwise  defined shall
have the meanings  ascribed  thereto in Appendix A to the indenture  dated as of
March 26, 2002, between the Trust and the Indenture Trustee.

        The  Transferee  hereby  certifies,  represents  and  warrants  to,  and
covenants with, the Depositor,  the Owner Trustee, the Certificate Registrar and
the Servicer that:

               The  Certificates  (i) are not being acquired by, and will not be
        transferred to, any employee  benefit plan within the meaning of Section
        3(3) of the Employee  Retirement Income Security Act of 1974, as amended
        ("ERISA")  or  other  retirement   arrangement,   including   individual
        retirement  accounts  and  annuities,  Keogh  plans and bank  collective
        investment funds and insurance  company general or separate  accounts in
        which such plans, accounts or arrangements are invested, that is subject
        to Section 406 of ERISA or Section 4975 of the Internal  Revenue Code of
        1986, as amended (the "Code") (any of the foregoing, a "Plan"), (ii) are
        not being  acquired  with "plan  assets" of a Plan within the meaning of
        the  Department of Labor ("DOL")  Regulations  Section  2510.3-101,  and
        (iii)  will  not be  transferred  to any  entity  that is  deemed  to be
        investing  in plan  assets  within the  meaning  of the DOL  Regulations
        Section 2510.3-101.

               The  Transferee  is  familiar  with  the  prohibited  transaction
        restrictions and fiduciary  responsibility  requirements of Sections 406
        and 407 of ERISA and Section 4975 of the Code and understands  that each
        of the parties to which this  certification  is made is relying and will
        continue to rely on the statements made herein.

                                               Very truly yours,






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


<PAGE>




                                    EXHIBIT H

                          FORM OF REPRESENTATION LETTER




                          ,

Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890

GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania 19044

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention:  Corporate Trust Services - GMACM 2002-HE2

               Re:   Residential Asset Mortgage Products, Inc.
                     GMACM Home Equity Loan-Backed Certificates, Series 2002-HE2

Dear Sirs:

        (the  "Transferee")  intends  to  acquire  from (the  "Transferor")  a %
Percentage  Interest  of GMACM  Home  Equity  Loan-Backed  Certificates,  Series
2002-HE2 (the "Certificates"),  issued pursuant to a trust agreement dated as of
March 26, 2002 (the "Trust  Agreement"),  Residential  Asset Mortgage  Products,
Inc., as depositor (the  "Depositor"),  and Wilmington  Trust Company,  as owner
trustee  (the  "Owner  Trustee").  Capitalized  terms used  herein  that are not
otherwise  defined shall have the meanings ascribed thereto in Appendix A to the
indenture  dated as of March 26,  2002,  between  the  Trust  and the  Indenture
Trustee.

        The  Transferee  hereby  certifies,  represents  and  warrants  to,  and
covenants with, the Depositor,  the Owner Trustee, the Certificate Registrar and
the Servicer that:

               (1) the  Transferee  is  acquiring  the  Certificate  for its own
        behalf and is not acting as agent or  custodian  for any other person or
        entity in connection with such acquisition; and

               (2) the  Transferee  is not a  partnership,  grantor  trust  or S
        corporation for federal income tax purposes,  or, if the Transferee is a
        partnership,  grantor  trust or S  corporation  for  federal  income tax
        purposes,  the  Certificates  are not more than 50% of the assets of the
        partnership, grantor trust or S corporation.

                                               Very truly yours,






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

<PAGE>





                                    EXHIBIT I

                            FORM OF CLASS R-I CERTIFICATES

THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

SOLELY FOR U.S.  FEDERAL  INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "RESIDUAL
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").

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION  PURSUANT TO SECTION 3.05 OF THE AGREEMENT OR AN
OPINION OF COUNSEL  SATISFACTORY  TO THE  SERVICER,  THE COMPANY AND THE TRUSTEE
THAT THE  PURCHASE  OF THIS  CERTIFICATE  WILL NOT  CONSTITUTE  OR  RESULT  IN A
NON-EXEMPT  PROHIBITED  TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE SERVICER,  THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION
OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

ANY RESALE,  TRANSFER OR OTHER  DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SERVICER AND THE
TRUSTEE  THAT (1) SUCH  TRANSFEREE  IS NOT (A) 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 THE FHLMC,  A MAJORITY  OF ITS BOARD OF  DIRECTORS  IS NOT  SELECTED BY SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR
ANY AGENCY OR INSTRUMENTALITY  OF EITHER OF THE FOREGOING,  (C) 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  UNLESS  SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
THE TAX  IMPOSED  BY  SECTION  511 OF THE  CODE ON  UNRELATED  BUSINESS  TAXABLE
INCOME),  (D) RURAL  ELECTRIC AND  TELEPHONE  COOPERATIVES  DESCRIBED IN SECTION
1381(a)(2)(C)  OF THE CODE,  (E) AN ELECTING  LARGE  PARTNERSHIP  UNDER  SECTION
775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B),
(C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED  ORGANIZATION"),  OR
(F) AN AGENT OF A DISQUALIFIED ORGANIZATION,  (2) NO PURPOSE OF SUCH TRANSFER IS

<PAGE>

TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE  SATISFIES
CERTAIN  ADDITIONAL  CONDITIONS  RELATING  TO  THE  FINANCIAL  CONDITION  OF THE
PROPOSED  TRANSFEREE.   NOTWITHSTANDING  THE  REGISTRATION  IN  THE  CERTIFICATE
REGISTER OR ANY TRANSFER,  SALE OR OTHER  DISPOSITION  OF THIS  CERTIFICATE TO A
DISQUALIFIED  ORGANIZATION  OR AN AGENT  OF A  DISQUALIFIED  ORGANIZATION,  SUCH
REGISTRATION  SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT  WHATSOEVER  AND
SUCH  PERSON  SHALL  NOT BE  DEEMED TO BE A  CERTIFICATEHOLDER  FOR ANY  PURPOSE
HEREUNDER,  INCLUDING,  BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.  EACH HOLDER OF THIS  CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.

Certificate No. 1

Class R-I Certificate

Cut-Off Date:
March 1, 2002
.........
Date of Trust Agreement:
March 26, 2002

First Payment Date:                         Percentage Interest: 100%
April 25, 2002

Final Payment Date:
April 25, 2027

                  GMACM HOME EQUITY LOAN-BACKED CERTIFICATE, SERIES 2002-HE2

        evidencing  a  fractional  undivided  interest in GMACM Home Equity Loan
Trust 2002-HE2 (the "Issuer"),  the property of which consists  primarily of the
Mortgage Loans.

        This  Certificate is payable solely from the assets of the Trust Estate,
and does not  represent  an  obligation  of or  interest in the  Depositor,  the
Sellers,  the  Servicer,  the  Indenture  Trustee or the Owner Trustee or any of
their  Affiliates.  This  Certificate  is  not  guaranteed  or  insured  by  any
governmental  agency or  instrumentality or by the Depositor,  the Sellers,  the
Servicer, the Indenture Trustee or the Owner Trustee or any of their affiliates.
None of the Depositor,  the Sellers, the Servicer,  the Indenture Trustee or the
Owner Trustee or any of their  Affiliates  will have any obligation with respect
to any  certificate or other  obligation  secured by or payable from payments on
the Certificates.

        This certifies that GMAC Mortgage Corporation is the registered owner of
the Certificate  Percentage Interest evidenced by this Certificate (as set forth
on the face hereof) in certain  distributions  with respect to the Trust Estate,
consisting  primarily  of the  Mortgage  Loans,  created  by  Residential  Asset
Mortgage  Products,  Inc. (the  "Depositor").  The Trust (as defined herein) was
created pursuant to a trust agreement dated as of March 26, 2002 (as amended and
supplemented  from time to time,  the  "Agreement"),  between the  Depositor and
Wilmington  Trust  Company,  as owner trustee (the "Owner  Trustee,"  which term
includes any successor entity under the Agreement),  a summary of certain of the
pertinent  provisions of which is set forth  hereafter.  Capitalized  terms used

<PAGE>

herein that are not otherwise  defined shall have the meanings  ascribed thereto
in Appendix A to the indenture dated as of March 26, 2002, between the Trust and
the Indenture  Trustee.  This  Certificate is issued under and is subject to the
terms,  provisions  and  conditions  of the  Agreement,  to which  Agreement the
Certificateholder of this Certificate by virtue of the acceptance hereof assents
and by which such Certificateholder is bound.

        Pursuant to the terms of the Agreement,  a distribution  will be made on
the 25th day of March, June,  September and December or, if such 25th day is not
a Business Day, the Business Day  immediately  following  (the "Payment  Date"),
commencing on the first  Payment Date  specified  above,  to the Person in whose
name this Certificate is registered at the close of business on the last day (or
if such last day is not a Business Day, the Business Day  immediately  preceding
such last day) of the month immediately preceding the month of such distribution
(the "Record  Date"),  in an amount  equal to the pro rata portion  evidenced by
this Certificate (based on the Percentage Interest stated on the face hereon) of
the  amount,  if  any,  required  to be  distributed  to  Certificateholders  of
Certificates on such Payment Date.  Distributions  on this  Certificate  will be
made as  provided  in the  Agreement  by the  Certificate  Paying  Agent by wire
transfer or check mailed to the  Certificateholder  of record in the Certificate
Register without the presentation or surrender of this Certificate or the making
of any notation hereon.

        Except as otherwise  provided in the Agreement and  notwithstanding  the
above, the final  distribution on this Certificate will be made after due notice
by the Certificate  Paying Agent of the pendency of such  distribution  and only
upon  presentation  and  surrender of this  Certificate  at the office or agency
designated by the  Certificate  Registrar for that purpose in the City and State
of New York. This Certificate has no Certificate Balance.

        Each Certificateholder of this Certificate will be deemed to have agreed
to be bound by the  restrictions  set forth in the  Agreement to the effect that
(i) each person holding or acquiring any Ownership  Interest in this Certificate
must be a United States Person and a Permitted Transferee,  (ii) the transfer of
any Ownership Interest in this Certificate will be conditioned upon the delivery
to the Indenture Trustee of, among other things, an affidavit to the effect that
it is a United States Person and  Permitted  Transferee,  (iii) any attempted or
purported transfer of any Ownership Interest in this Certificate in violation of
such  restrictions  will be absolutely  null and void and will vest no rights in
the  purported  transferee,  and (iv) if any person  other than a United  States
Person and a  Permitted  Transferee  acquires  any  Ownership  Interest  in this
Certificate in violation of such restrictions,  then the Depositor will have the
right,  in its sole  discretion and without notice to the  Certificateholder  of
this  Certificate,  to sell this  Certificate  to a  purchaser  selected  by the
Depositor,  which  purchaser  may be the  Depositor,  or  any  affiliate  of the
Depositor, on such terms and conditions as the Depositor may choose.

        No  transfer  of this  Class R-I  Certificate  will be made  unless  the
Indenture  Trustee has received  either (i) an opinion of counsel  acceptable to
and in form and  substance  satisfactory  to the Trustee,  the Depositor and the
Servicer with respect to the  permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended  ("ERISA"),  and Section 4975
of the Internal Revenue Code (the "Code") and stating,  among other things, that
the  transferee's  acquisition  of a Class R Certificate  will not constitute or
result in a  non-exempt  prohibited  transaction  under  Section 406 of ERISA or

<PAGE>

Section  4975 of the  Code  or  (ii) a  representation  letter,  in the  form as
described  by the  Agreement,  stating  that the  transferee  is not an employee
benefit or other plan subject to the prohibited  transaction provisions of ERISA
or  Section  4975 of the Code (a  "Plan"),  or any other  person  (including  an
investment manager, a named fiduciary or a trustee of any Plan) acting, directly
or indirectly,  on behalf of or purchasing any Certificate with "plan assets" of
any Plan.

        This  Certificate  is one of a duly  authorized  issue  of  Certificates
designated as GMACM Home Equity Loan-Backed Certificates of the Series specified
hereon (the "Certificates").

        The  Certificateholder  of this Certificate,  by its acceptance  hereof,
agrees  that it will look  solely to the funds on  deposit  in the  Distribution
Account  that have been  released  from the Lien of the  Indenture  for  payment
hereunder and that neither the Owner Trustee in its individual  capacity nor the
Depositor is personally liable to the  Certificateholders for any amount payable
under this Certificate or the Agreement or, except as expressly  provided in the
Agreement, subject to any liability under the Agreement.

        The  Certificateholder of this Certificate  acknowledges and agrees that
its  rights  to  receive  distributions  in  respect  of  this  Certificate  are
subordinated  to the rights of the  Noteholders and the Enhancer as described in
the Indenture.

        Each  Certificateholder,  by its acceptance of a Certificate,  covenants
and agrees that such  Certificateholder  will not at any time institute  against
the Depositor, or join in any institution against the Depositor or the Trust 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
Certificates, the Notes, the Agreement or any of the other Basic Documents.

        The Agreement permits the amendment thereof as specified below, provided
that any amendment be  accompanied by an Opinion of Counsel to the Owner Trustee
and the Enhancer to the effect that such amendment  complies with the provisions
of the  Agreement  and will not cause the Trust to be subject to an entity level
tax. If the purpose of any such  amendment is to correct any mistake,  eliminate
any  inconsistency,  cure any ambiguity or deal with any matter not covered,  it
shall not be necessary to obtain the consent of any  Certificateholder,  but the
Owner  Trustee  shall be furnished  with a letter from each Rating Agency to the
effect that such amendment will not cause a Rating Event, if determined  without
regard to the  Policy.  If the purpose of any such  amendment  is to prevent the
imposition  of any  federal  or state  taxes at any time  that any  Security  is
Outstanding,  it  shall  not be  necessary  to  obtain  the  consent  of the any
Certificateholder,  but the Owner  Trustee and the  Enhancer  shall be furnished
with an  Opinion of  Counsel  that such  amendment  is  necessary  or helpful to
prevent  the  imposition  of such  taxes and is not  materially  adverse  to any
Certificateholder.  If the purpose of the  amendment  is to add or  eliminate or
change any provision of the Agreement,  other than as specified in the preceding
two sentences,  the amendment shall require either (a) a letter from each Rating
Agency to the  effect  that such  amendment  will not cause a Rating  Event,  if
determined without regard to the Policy or (b) the consent of Certificateholders
of a majority of the Percentage  Interests of the Certificates and the Indenture
Trustee;  provided,  however,  that no such  amendment  shall (i)  reduce in any

<PAGE>

manner the amount of, or delay the time of, payments  received that are required
to  be   distributed   on  any   Certificate   without   the   consent   of  all
Certificateholders  affected thereby, or (ii) reduce the aforesaid percentage of
Certificates the Certificateholders of which are required to consent to any such
amendment without the consent of the Certificateholders of all such Certificates
then outstanding.

        As provided in the Agreement and subject to certain  limitations therein
set forth,  the transfer of this  Certificate is registerable in the Certificate
Register upon surrender of this  Certificate for registration of transfer at the
offices or  agencies of the  Certificate  Registrar  maintained  in the City and
State of New York,  accompanied  by a written  instrument  of  transfer  in form
satisfactory to the Certificate Registrar duly executed by the Certificateholder
hereof or such  Certificateholder's  attorney duly  authorized  in writing,  and
thereupon one or more new  Certificates of authorized  denominations  evidencing
the  same  Class  and  aggregate  Percentage  Interest  will  be  issued  to the
designated  transferee.  The initial  Certificate  Registrar appointed under the
Agreement is the Owner Trustee.

        Except as provided in the Agreement,  the Certificates are issuable only
in minimum  denominations  of a 10.0000%  Percentage  Interest  and in  integral
multiples of a 0.0001% Percentage Interest in excess thereof. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of authorized denominations,  as requested
by the  Certificateholder  surrendering  the same. This Certificate is issued in
the Percentage Interest above.

        No service charge will be made for any such  registration of transfer or
exchange, but the Owner Trustee or the Certificate Registrar may require payment
of a sum  sufficient  to  cover  any  tax  or  governmental  charge  payable  in
connection therewith.

        The  Owner  Trustee,  the  Certificate  Paying  Agent,  the  Certificate
Registrar and any agent of the Owner Trustee,  the Certificate  Paying Agent, or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes,  and none of the Owner Trustee,
the Certificate Paying Agent, the Certificate  Registrar or any such agent shall
be affected by any notice to the contrary.

        This  Certificate  shall be governed by and construed in accordance with
the laws of the State of Delaware.

        The obligations  created by the Agreement in respect of this Certificate
and the Trust created thereby shall terminate upon the final distribution of all
moneys or other property or proceeds of the Trust Estate in accordance  with the
terms of the Indenture and the Agreement.

        Unless the certificate of authentication hereon shall have been executed
by an authorized  officer of the Owner Trustee,  or an  authenticating  agent by
manual  signature,  this Certificate  shall not be entitled to any benefit under
the Agreement or be valid for any purpose.


<PAGE>


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

                                  GMACM HOME EQUITY LOAN TRUST 2002-HE2

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



Dated: March 26, 2002             By:
                                     ----------------------------------------
                                          Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within mentioned Agreement.

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



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



or                                         ,
  -----------------------------------------
    as Authenticating Agent of the Trust



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


<PAGE>


                                   ASSIGNMENT

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

                        PLEASE INSERT SOCIAL SECURITY OR
                      OTHER IDENTIFYING NUMBER OF ASSIGNEE





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

(Please print or type name and address, including postal zip code, of assignee)





the  within   Certificate,   and  all  rights  thereunder,   hereby  irrevocably
constituting and appointing





to transfer said  Certificate on the books of the  Certificate  Registrar,  with
full power of substitution in the premises.



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


                              ___________________________ */
                              --------------------------- -










*/ NOTICE:  The signature to this assignment must correspond with the name as it
appears upon the face of the within  Certificate  in every  particular,  without
alteration,   enlargement  or  any  change  whatever.  Such  signature  must  be
guaranteed by a member firm of the New York Stock Exchange or a commercial  bank
or trust company.


<PAGE>


                                DISTRIBUTION INSTRUCTIONS

     The  assignee  should  include the  following  for the  information  of the
Certificate Paying Agent:

     Distribution shall be made by wire transfer in immediately  available funds
to      _________________________________      for      the      account      of
______________________________,                  account                  number
_________________________________,     or,    if    mailed    by    check,    to
________________________.

     Applicable statements should be mailed to ______________________________.



                                               _______________________________
                                               Signature of assignee or agent
                                               (for authorization of wire
                                               transfer only)


<PAGE>


                         FORM OF CLASS R-II CERTIFICATE

THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

SOLELY FOR U.S.  FEDERAL  INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "RESIDUAL
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").

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION  PURSUANT TO SECTION 3.05 OF THE AGREEMENT OR AN
OPINION OF COUNSEL  SATISFACTORY  TO THE  SERVICER,  THE COMPANY AND THE TRUSTEE
THAT THE  PURCHASE  OF THIS  CERTIFICATE  WILL NOT  CONSTITUTE  OR  RESULT  IN A
NON-EXEMPT  PROHIBITED  TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE SERVICER,  THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION
OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

ANY RESALE,  TRANSFER OR OTHER  DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SERVICER AND THE
TRUSTEE  THAT (1) SUCH  TRANSFEREE  IS NOT (A) 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 THE FHLMC,  A MAJORITY  OF ITS BOARD OF  DIRECTORS  IS NOT  SELECTED BY SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR
ANY AGENCY OR INSTRUMENTALITY  OF EITHER OF THE FOREGOING,  (C) 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  UNLESS  SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
THE TAX  IMPOSED  BY  SECTION  511 OF THE  CODE ON  UNRELATED  BUSINESS  TAXABLE
INCOME),  (D) RURAL  ELECTRIC AND  TELEPHONE  COOPERATIVES  DESCRIBED IN SECTION
1381(a)(2)(C)  OF THE CODE,  (E) AN ELECTING  LARGE  PARTNERSHIP  UNDER  SECTION
775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B),
(C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED  ORGANIZATION"),  OR
(F) AN AGENT OF A DISQUALIFIED ORGANIZATION,  (2) NO PURPOSE OF SUCH TRANSFER IS
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE  SATISFIES
CERTAIN  ADDITIONAL  CONDITIONS  RELATING  TO  THE  FINANCIAL  CONDITION  OF THE

<PAGE>

PROPOSED  TRANSFEREE.   NOTWITHSTANDING  THE  REGISTRATION  IN  THE  CERTIFICATE
REGISTER OR ANY TRANSFER,  SALE OR OTHER  DISPOSITION  OF THIS  CERTIFICATE TO A
DISQUALIFIED  ORGANIZATION  OR AN AGENT  OF A  DISQUALIFIED  ORGANIZATION,  SUCH
REGISTRATION  SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT  WHATSOEVER  AND
SUCH  PERSON  SHALL  NOT BE  DEEMED TO BE A  CERTIFICATEHOLDER  FOR ANY  PURPOSE
HEREUNDER,  INCLUDING,  BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.  EACH HOLDER OF THIS  CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.

Certificate No. 1

Class R-II Certificate

Cut-Off Date:
March 1, 2002

Date of Trust Agreement:
March 26, 2002

First Payment Date:                   Percentage Interest: 100%
April 25, 2002

Final Payment Date:
April 25, 2027

                  GMACM HOME EQUITY LOAN-BACKED CERTIFICATE, SERIES 2002-HE2

        evidencing  a  fractional  undivided  interest in GMACM Home Equity Loan
Trust 2002-HE2 (the "Issuer"),  the property of which consists  primarily of the
Mortgage Loans.

        This  Certificate is payable solely from the assets of the Trust Estate,
and does not  represent  an  obligation  of or  interest in the  Depositor,  the
Sellers,  the  Servicer,  the  Indenture  Trustee or the Owner Trustee or any of
their  Affiliates.  This  Certificate  is  not  guaranteed  or  insured  by  any
governmental  agency or  instrumentality or by the Depositor,  the Sellers,  the
Servicer, the Indenture Trustee or the Owner Trustee or any of their affiliates.
None of the Depositor,  the Sellers, the Servicer,  the Indenture Trustee or the
Owner Trustee or any of their  Affiliates  will have any obligation with respect
to any  certificate or other  obligation  secured by or payable from payments on
the Certificates.

        This certifies that GMAC Mortgage Corporation is the registered owner of
the Certificate  Percentage Interest evidenced by this Certificate (as set forth
on the face hereof) in certain  distributions  with respect to the Trust Estate,
consisting  primarily  of the  Mortgage  Loans,  created  by  Residential  Asset
Mortgage  Products,  Inc. (the  "Depositor").  The Trust (as defined herein) was
created pursuant to a trust agreement dated as of March 26, 2002 (as amended and
supplemented  from time to time,  the  "Agreement"),  between the  Depositor and
Wilmington  Trust  Company,  as owner trustee (the "Owner  Trustee,"  which term
includes any successor entity under the Agreement),  a summary of certain of the
pertinent  provisions of which is set forth  hereafter.  Capitalized  terms used

<PAGE>

herein that are not otherwise  defined shall have the meanings  ascribed thereto
in Appendix A to the indenture dated as of March 26, 2002, between the Trust and
the Indenture  Trustee.  This  Certificate is issued under and is subject to the
terms,  provisions  and  conditions  of the  Agreement,  to which  Agreement the
Certificateholder of this Certificate by virtue of the acceptance hereof assents
and by which such Certificateholder is bound.

        Pursuant to the terms of the Agreement,  a distribution  will be made on
the 25th day of March, June,  September and December or, if such 25th day is not
a Business Day, the Business Day  immediately  following  (the "Payment  Date"),
commencing on the first  Payment Date  specified  above,  to the Person in whose
name this Certificate is registered at the close of business on the last day (or
if such last day is not a Business Day, the Business Day  immediately  preceding
such last day) of the month immediately preceding the month of such distribution
(the "Record  Date"),  in an amount  equal to the pro rata portion  evidenced by
this Certificate (based on the Percentage Interest stated on the face hereon) of
the  amount,  if  any,  required  to be  distributed  to  Certificateholders  of
Certificates on such Payment Date.  Distributions  on this  Certificate  will be
made as  provided  in the  Agreement  by the  Certificate  Paying  Agent by wire
transfer or check mailed to the  Certificateholder  of record in the Certificate
Register without the presentation or surrender of this Certificate or the making
of any notation hereon.

        Except as otherwise  provided in the Agreement and  notwithstanding  the
above, the final  distribution on this Certificate will be made after due notice
by the Certificate  Paying Agent of the pendency of such  distribution  and only
upon  presentation  and  surrender of this  Certificate  at the office or agency
designated by the  Certificate  Registrar for that purpose in the City and State
of New York. This Certificate has no Certificate Balance.

        Each Certificateholder of this Certificate will be deemed to have agreed
to be bound by the  restrictions  set forth in the  Agreement to the effect that
(i) each person holding or acquiring any Ownership  Interest in this Certificate
must be a United States Person and a Permitted Transferee,  (ii) the transfer of
any Ownership Interest in this Certificate will be conditioned upon the delivery
to the Indenture Trustee of, among other things, an affidavit to the effect that
it is a United States Person and  Permitted  Transferee,  (iii) any attempted or
purported transfer of any Ownership Interest in this Certificate in violation of
such  restrictions  will be absolutely  null and void and will vest no rights in
the  purported  transferee,  and (iv) if any person  other than a United  States
Person and a  Permitted  Transferee  acquires  any  Ownership  Interest  in this
Certificate in violation of such restrictions,  then the Depositor will have the
right,  in its sole  discretion and without notice to the  Certificateholder  of
this  Certificate,  to sell this  Certificate  to a  purchaser  selected  by the
Depositor,  which  purchaser  may be the  Depositor,  or  any  affiliate  of the
Depositor, on such terms and conditions as the Depositor may choose.

        No  transfer  of this Class  R-II  Certificate  will be made  unless the
Indenture  Trustee has received  either (i) an opinion of counsel  acceptable to
and in form and  substance  satisfactory  to the Trustee,  the Depositor and the
Servicer with respect to the  permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended  ("ERISA"),  and Section 4975
of the Internal Revenue Code (the "Code") and stating,  among other things, that
the  transferee's  acquisition  of a Class R Certificate  will not constitute or
result in a  non-exempt  prohibited  transaction  under  Section 406 of ERISA or
Section  4975 of the  Code  or  (ii) a  representation  letter,  in the  form as

<PAGE>

described  by the  Agreement,  stating  that the  transferee  is not an employee
benefit or other plan subject to the prohibited  transaction provisions of ERISA
or  Section  4975 of the Code (a  "Plan"),  or any other  person  (including  an
investment manager, a named fiduciary or a trustee of any Plan) acting, directly
or indirectly,  on behalf of or purchasing any Certificate with "plan assets" of
any Plan.

        This  Certificate  is one of a duly  authorized  issue  of  Certificates
designated as GMACM Home Equity Loan-Backed Certificates of the Series specified
hereon (the "Certificates").

        The  Certificateholder  of this Certificate,  by its acceptance  hereof,
agrees  that it will look  solely to the funds on  deposit  in the  Distribution
Account  that have been  released  from the Lien of the  Indenture  for  payment
hereunder and that neither the Owner Trustee in its individual  capacity nor the
Depositor is personally liable to the  Certificateholders for any amount payable
under this Certificate or the Agreement or, except as expressly  provided in the
Agreement, subject to any liability under the Agreement.

        The  Certificateholder of this Certificate  acknowledges and agrees that
its  rights  to  receive  distributions  in  respect  of  this  Certificate  are
subordinated  to the rights of the  Noteholders and the Enhancer as described in
the Indenture.

        Each  Certificateholder,  by its acceptance of a Certificate,  covenants
and agrees that such  Certificateholder  will not at any time institute  against
the Depositor, or join in any institution against the Depositor or the Trust 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
Certificates, the Notes, the Agreement or any of the other Basic Documents.

        The Agreement permits the amendment thereof as specified below, provided
that any amendment be  accompanied by an Opinion of Counsel to the Owner Trustee
and the Enhancer to the effect that such amendment  complies with the provisions
of the  Agreement  and will not cause the Trust to be subject to an entity level
tax. If the purpose of any such  amendment is to correct any mistake,  eliminate
any  inconsistency,  cure any ambiguity or deal with any matter not covered,  it
shall not be necessary to obtain the consent of any  Certificateholder,  but the
Owner  Trustee  shall be furnished  with a letter from each Rating Agency to the
effect that such amendment will not cause a Rating Event, if determined  without
regard to the  Policy.  If the purpose of any such  amendment  is to prevent the
imposition  of any  federal  or state  taxes at any time  that any  Security  is
Outstanding,  it  shall  not be  necessary  to  obtain  the  consent  of the any
Certificateholder,  but the Owner  Trustee and the  Enhancer  shall be furnished
with an  Opinion of  Counsel  that such  amendment  is  necessary  or helpful to
prevent  the  imposition  of such  taxes and is not  materially  adverse  to any
Certificateholder.  If the purpose of the  amendment  is to add or  eliminate or
change any provision of the Agreement,  other than as specified in the preceding
two sentences,  the amendment shall require either (a) a letter from each Rating
Agency to the  effect  that such  amendment  will not cause a Rating  Event,  if
determined without regard to the Policy or (b) the consent of Certificateholders
of a majority of the Percentage  Interests of the Certificates and the Indenture
Trustee;  provided,  however,  that no such  amendment  shall (i)  reduce in any
manner the amount of, or delay the time of, payments  received that are required
to  be   distributed   on  any   Certificate   without   the   consent   of  all
Certificateholders  affected thereby, or (ii) reduce the aforesaid percentage of
Certificates the Certificateholders of which are required to consent to any such
amendment without the consent of the Certificateholders of all such Certificates
then outstanding.
<PAGE>

        As provided in the Agreement and subject to certain  limitations therein
set forth,  the transfer of this  Certificate is registerable in the Certificate
Register upon surrender of this  Certificate for registration of transfer at the
offices or  agencies of the  Certificate  Registrar  maintained  in the City and
State of New York,  accompanied  by a written  instrument  of  transfer  in form
satisfactory to the Certificate Registrar duly executed by the Certificateholder
hereof or such  Certificateholder's  attorney duly  authorized  in writing,  and
thereupon one or more new  Certificates of authorized  denominations  evidencing
the  same  Class  and  aggregate  Percentage  Interest  will  be  issued  to the
designated  transferee.  The initial  Certificate  Registrar appointed under the
Agreement is the Owner Trustee.

        Except as provided in the Agreement,  the Certificates are issuable only
in minimum  denominations  of a 10.0000%  Percentage  Interest  and in  integral
multiples of a 0.0001% Percentage Interest in excess thereof. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of authorized denominations,  as requested
by the  Certificateholder  surrendering  the same. This Certificate is issued in
the Percentage Interest above.

        No service charge will be made for any such  registration of transfer or
exchange, but the Owner Trustee or the Certificate Registrar may require payment
of a sum  sufficient  to  cover  any  tax  or  governmental  charge  payable  in
connection therewith.

        The  Owner  Trustee,  the  Certificate  Paying  Agent,  the  Certificate
Registrar and any agent of the Owner Trustee,  the Certificate  Paying Agent, or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes,  and none of the Owner Trustee,
the Certificate Paying Agent, the Certificate  Registrar or any such agent shall
be affected by any notice to the contrary.

        This  Certificate  shall be governed by and construed in accordance with
the laws of the State of Delaware.

        The obligations  created by the Agreement in respect of this Certificate
and the Trust created thereby shall terminate upon the final distribution of all
moneys or other property or proceeds of the Trust Estate in accordance  with the
terms of the Indenture and the Agreement.

        Unless the certificate of authentication hereon shall have been executed
by an authorized  officer of the Owner Trustee,  or an  authenticating  agent by
manual  signature,  this Certificate  shall not be entitled to any benefit under
the Agreement or be valid for any purpose.


<PAGE>


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

                               GMACM HOME EQUITY LOAN TRUST 2002-HE2

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



Dated: March 26, 2002          By:
                                  --------------------------------------------
                                       Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within mentioned Agreement.

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



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



or                                         ,
  -----------------------------------------
    as Authenticating Agent of the Trust



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


<PAGE>


                                   ASSIGNMENT

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

                 PLEASE INSERT SOCIAL SECURITY OR
               OTHER IDENTIFYING NUMBER OF ASSIGNEE






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

(Please print or type name and address, including postal zip code, of assignee)





the  within   Certificate,   and  all  rights  thereunder,   hereby  irrevocably
constituting and appointing





to transfer said  Certificate on the books of the  Certificate  Registrar,  with
full power of substitution in the premises.



Dated:
                               _____________________________________ */
                                         Signature Guaranteed:


                                    ___________________________ */



*/ NOTICE:  The signature to this assignment must correspond with the name as it
appears upon the face of the within  Certificate  in every  particular,  without
alteration,   enlargement  or  any  change  whatever.  Such  signature  must  be
guaranteed by a member firm of the New York Stock Exchange or a commercial  bank
or trust company.


<PAGE>

                            DISTRIBUTION INSTRUCTIONS

     The  assignee  should  include the  following  for the  information  of the
Certificate Paying Agent:

     Distribution shall be made by wire transfer in immediately  available funds
to      _________________________________      for      the      account      of
______________________________,                  account                  number
_________________________________,     or,    if    mailed    by    check,    to
________________________.

     Applicable statements should be mailed to ______________________________.



                                               _______________________________
                                               Signature of assignee or agent
                                               (for authorization of wire
                                               transfer only)


<PAGE>


                         FORM OF CLASS R-III CERTIFICATE

THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

SOLELY FOR U.S.  FEDERAL  INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "RESIDUAL
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").

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION  PURSUANT TO SECTION 3.05 OF THE AGREEMENT OR AN
OPINION OF COUNSEL  SATISFACTORY  TO THE  SERVICER,  THE COMPANY AND THE TRUSTEE
THAT THE  PURCHASE  OF THIS  CERTIFICATE  WILL NOT  CONSTITUTE  OR  RESULT  IN A
NON-EXEMPT  PROHIBITED  TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE SERVICER,  THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION
OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

ANY RESALE,  TRANSFER OR OTHER  DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SERVICER AND THE
TRUSTEE  THAT (1) SUCH  TRANSFEREE  IS NOT (A) 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 THE FHLMC,  A MAJORITY  OF ITS BOARD OF  DIRECTORS  IS NOT  SELECTED BY SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR
ANY AGENCY OR INSTRUMENTALITY  OF EITHER OF THE FOREGOING,  (C) 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  UNLESS  SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
THE TAX  IMPOSED  BY  SECTION  511 OF THE  CODE ON  UNRELATED  BUSINESS  TAXABLE
INCOME),  (D) RURAL  ELECTRIC AND  TELEPHONE  COOPERATIVES  DESCRIBED IN SECTION
1381(a)(2)(C)  OF THE CODE,  (E) AN ELECTING  LARGE  PARTNERSHIP  UNDER  SECTION
775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B),
(C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED  ORGANIZATION"),  OR
(F) AN AGENT OF A DISQUALIFIED ORGANIZATION,  (2) NO PURPOSE OF SUCH TRANSFER IS
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE  SATISFIES
CERTAIN  ADDITIONAL  CONDITIONS  RELATING  TO  THE  FINANCIAL  CONDITION  OF THE

<PAGE>

PROPOSED  TRANSFEREE.   NOTWITHSTANDING  THE  REGISTRATION  IN  THE  CERTIFICATE
REGISTER OR ANY TRANSFER,  SALE OR OTHER  DISPOSITION  OF THIS  CERTIFICATE TO A
DISQUALIFIED  ORGANIZATION  OR AN AGENT  OF A  DISQUALIFIED  ORGANIZATION,  SUCH
REGISTRATION  SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT  WHATSOEVER  AND
SUCH  PERSON  SHALL  NOT BE  DEEMED TO BE A  CERTIFICATEHOLDER  FOR ANY  PURPOSE
HEREUNDER,  INCLUDING,  BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.  EACH HOLDER OF THIS  CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.

Certificate No. 1

Class R-III Certificate

Cut-Off Date:
March 1, 2002

Date of Trust Agreement:
March 26, 2002

First Payment Date:                      Percentage Interest: 100%
April 25, 2002

Final Payment Date:
April 25, 2027

                  GMACM HOME EQUITY LOAN-BACKED CERTIFICATE, SERIES 2002-HE2

        evidencing  a  fractional  undivided  interest in GMACM Home Equity Loan
Trust 2002-HE2 (the "Issuer"),  the property of which consists  primarily of the
Mortgage Loans.

        This  Certificate is payable solely from the assets of the Trust Estate,
and does not  represent  an  obligation  of or  interest in the  Depositor,  the
Sellers,  the  Servicer,  the  Indenture  Trustee or the Owner Trustee or any of
their  Affiliates.  This  Certificate  is  not  guaranteed  or  insured  by  any
governmental  agency or  instrumentality or by the Depositor,  the Sellers,  the
Servicer, the Indenture Trustee or the Owner Trustee or any of their affiliates.
None of the Depositor,  the Sellers, the Servicer,  the Indenture Trustee or the
Owner Trustee or any of their  Affiliates  will have any obligation with respect
to any  certificate or other  obligation  secured by or payable from payments on
the Certificates.

        This certifies that GMAC Mortgage Corporation is the registered owner of
the Certificate  Percentage Interest evidenced by this Certificate (as set forth
on the face hereof) in certain  distributions  with respect to the Trust Estate,
consisting  primarily  of the  Mortgage  Loans,  created  by  Residential  Asset
Mortgage  Products,  Inc. (the  "Depositor").  The Trust (as defined herein) was
created pursuant to a trust agreement dated as of March 26, 2002 (as amended and
supplemented  from time to time,  the  "Agreement"),  between the  Depositor and
Wilmington  Trust  Company,  as owner trustee (the "Owner  Trustee,"  which term
includes any successor entity under the Agreement),  a summary of certain of the
pertinent  provisions of which is set forth  hereafter.  Capitalized  terms used
herein that are not otherwise  defined shall have the meanings  ascribed thereto

<PAGE>

in Appendix A to the indenture dated as of March 26, 2002, between the Trust and
the Indenture  Trustee.  This  Certificate is issued under and is subject to the
terms,  provisions  and  conditions  of the  Agreement,  to which  Agreement the
Certificateholder of this Certificate by virtue of the acceptance hereof assents
and by which such Certificateholder is bound.

        Pursuant to the terms of the Agreement,  a distribution  will be made on
the 25th day of March, June,  September and December or, if such 25th day is not
a Business Day, the Business Day  immediately  following  (the "Payment  Date"),
commencing on the first  Payment Date  specified  above,  to the Person in whose
name this Certificate is registered at the close of business on the last day (or
if such last day is not a Business Day, the Business Day  immediately  preceding
such last day) of the month immediately preceding the month of such distribution
(the "Record  Date"),  in an amount  equal to the pro rata portion  evidenced by
this Certificate (based on the Percentage Interest stated on the face hereon) of
the  amount,  if  any,  required  to be  distributed  to  Certificateholders  of
Certificates on such Payment Date.  Distributions  on this  Certificate  will be
made as  provided  in the  Agreement  by the  Certificate  Paying  Agent by wire
transfer or check mailed to the  Certificateholder  of record in the Certificate
Register without the presentation or surrender of this Certificate or the making
of any notation hereon.

        Except as otherwise  provided in the Agreement and  notwithstanding  the
above, the final  distribution on this Certificate will be made after due notice
by the Certificate  Paying Agent of the pendency of such  distribution  and only
upon  presentation  and  surrender of this  Certificate  at the office or agency
designated by the  Certificate  Registrar for that purpose in the City and State
of New York. This Certificate has no Certificate Balance.

        Each Certificateholder of this Certificate will be deemed to have agreed
to be bound by the  restrictions  set forth in the  Agreement to the effect that
(i) each person holding or acquiring any Ownership  Interest in this Certificate
must be a United States Person and a Permitted Transferee,  (ii) the transfer of
any Ownership Interest in this Certificate will be conditioned upon the delivery
to the Indenture Trustee of, among other things, an affidavit to the effect that
it is a United States Person and  Permitted  Transferee,  (iii) any attempted or
purported transfer of any Ownership Interest in this Certificate in violation of
such  restrictions  will be absolutely  null and void and will vest no rights in
the  purported  transferee,  and (iv) if any person  other than a United  States
Person and a  Permitted  Transferee  acquires  any  Ownership  Interest  in this
Certificate in violation of such restrictions,  then the Depositor will have the
right,  in its sole  discretion and without notice to the  Certificateholder  of
this  Certificate,  to sell this  Certificate  to a  purchaser  selected  by the
Depositor,  which  purchaser  may be the  Depositor,  or  any  affiliate  of the
Depositor, on such terms and conditions as the Depositor may choose.

        No  transfer  of this Class  R-III  Certificate  will be made unless the
Indenture  Trustee has received  either (i) an opinion of counsel  acceptable to
and in form and  substance  satisfactory  to the Trustee,  the Depositor and the
Servicer with respect to the  permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended  ("ERISA"),  and Section 4975
of the Internal Revenue Code (the "Code") and stating,  among other things, that
the  transferee's  acquisition  of a Class R Certificate  will not constitute or
result in a  non-exempt  prohibited  transaction  under  Section 406 of ERISA or
Section  4975 of the  Code  or  (ii) a  representation  letter,  in the  form as

<PAGE>

described  by the  Agreement,  stating  that the  transferee  is not an employee
benefit or other plan subject to the prohibited  transaction provisions of ERISA
or  Section  4975 of the Code (a  "Plan"),  or any other  person  (including  an
investment manager, a named fiduciary or a trustee of any Plan) acting, directly
or indirectly,  on behalf of or purchasing any Certificate with "plan assets" of
any Plan.

        This  Certificate  is one of a duly  authorized  issue  of  Certificates
designated as GMACM Home Equity Loan-Backed Certificates of the Series specified
hereon (the "Certificates").

        The  Certificateholder  of this Certificate,  by its acceptance  hereof,
agrees  that it will look  solely to the funds on  deposit  in the  Distribution
Account  that have been  released  from the Lien of the  Indenture  for  payment
hereunder and that neither the Owner Trustee in its individual  capacity nor the
Depositor is personally liable to the  Certificateholders for any amount payable
under this Certificate or the Agreement or, except as expressly  provided in the
Agreement, subject to any liability under the Agreement.

        The  Certificateholder of this Certificate  acknowledges and agrees that
its  rights  to  receive  distributions  in  respect  of  this  Certificate  are
subordinated  to the rights of the  Noteholders and the Enhancer as described in
the Indenture.

        Each  Certificateholder,  by its acceptance of a Certificate,  covenants
and agrees that such  Certificateholder  will not at any time institute  against
the Depositor, or join in any institution against the Depositor or the Trust 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
Certificates, the Notes, the Agreement or any of the other Basic Documents.

        The Agreement permits the amendment thereof as specified below, provided
that any amendment be  accompanied by an Opinion of Counsel to the Owner Trustee
and the Enhancer to the effect that such amendment  complies with the provisions
of the  Agreement  and will not cause the Trust to be subject to an entity level
tax. If the purpose of any such  amendment is to correct any mistake,  eliminate
any  inconsistency,  cure any ambiguity or deal with any matter not covered,  it
shall not be necessary to obtain the consent of any  Certificateholder,  but the
Owner  Trustee  shall be furnished  with a letter from each Rating Agency to the
effect that such amendment will not cause a Rating Event, if determined  without
regard to the  Policy.  If the purpose of any such  amendment  is to prevent the
imposition  of any  federal  or state  taxes at any time  that any  Security  is
Outstanding,  it  shall  not be  necessary  to  obtain  the  consent  of the any
Certificateholder,  but the Owner  Trustee and the  Enhancer  shall be furnished
with an  Opinion of  Counsel  that such  amendment  is  necessary  or helpful to
prevent  the  imposition  of such  taxes and is not  materially  adverse  to any
Certificateholder.  If the purpose of the  amendment  is to add or  eliminate or
change any provision of the Agreement,  other than as specified in the preceding
two sentences,  the amendment shall require either (a) a letter from each Rating
Agency to the  effect  that such  amendment  will not cause a Rating  Event,  if
determined without regard to the Policy or (b) the consent of Certificateholders
of a majority of the Percentage  Interests of the Certificates and the Indenture
Trustee;  provided,  however,  that no such  amendment  shall (i)  reduce in any
manner the amount of, or delay the time of, payments  received that are required
to  be   distributed   on  any   Certificate   without   the   consent   of  all
Certificateholders  affected thereby, or (ii) reduce the aforesaid percentage of
Certificates the Certificateholders of which are required to consent to any such
amendment without the consent of the Certificateholders of all such Certificates
then outstanding.
<PAGE>

        As provided in the Agreement and subject to certain  limitations therein
set forth,  the transfer of this  Certificate is registerable in the Certificate
Register upon surrender of this  Certificate for registration of transfer at the
offices or  agencies of the  Certificate  Registrar  maintained  in the City and
State of New York,  accompanied  by a written  instrument  of  transfer  in form
satisfactory to the Certificate Registrar duly executed by the Certificateholder
hereof or such  Certificateholder's  attorney duly  authorized  in writing,  and
thereupon one or more new  Certificates of authorized  denominations  evidencing
the  same  Class  and  aggregate  Percentage  Interest  will  be  issued  to the
designated  transferee.  The initial  Certificate  Registrar appointed under the
Agreement is the Owner Trustee.

        Except as provided in the Agreement,  the Certificates are issuable only
in minimum  denominations  of a 10.0000%  Percentage  Interest  and in  integral
multiples of a 0.0001% Percentage Interest in excess thereof. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of authorized denominations,  as requested
by the  Certificateholder  surrendering  the same. This Certificate is issued in
the Percentage Interest above.

        No service charge will be made for any such  registration of transfer or
exchange, but the Owner Trustee or the Certificate Registrar may require payment
of a sum  sufficient  to  cover  any  tax  or  governmental  charge  payable  in
connection therewith.

        The  Owner  Trustee,  the  Certificate  Paying  Agent,  the  Certificate
Registrar and any agent of the Owner Trustee,  the Certificate  Paying Agent, or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes,  and none of the Owner Trustee,
the Certificate Paying Agent, the Certificate  Registrar or any such agent shall
be affected by any notice to the contrary.

        This  Certificate  shall be governed by and construed in accordance with
the laws of the State of Delaware.

        The obligations  created by the Agreement in respect of this Certificate
and the Trust created thereby shall terminate upon the final distribution of all
moneys or other property or proceeds of the Trust Estate in accordance  with the
terms of the Indenture and the Agreement.

        Unless the certificate of authentication hereon shall have been executed
by an authorized  officer of the Owner Trustee,  or an  authenticating  agent by
manual  signature,  this Certificate  shall not be entitled to any benefit under
the Agreement or be valid for any purpose.


<PAGE>


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

                                  GMACM HOME EQUITY LOAN TRUST 2002-HE2

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



Dated: March 26, 2002             By:
                                     --------------------------------------
                                          Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within mentioned Agreement.

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



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



or                                         ,
  -----------------------------------------
    as Authenticating Agent of the Trust



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


<PAGE>


                                   ASSIGNMENT

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

                        PLEASE INSERT SOCIAL SECURITY OR
                      OTHER IDENTIFYING NUMBER OF ASSIGNEE





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

(Please print or type name and address, including postal zip code, of assignee)





the  within   Certificate,   and  all  rights  thereunder,   hereby  irrevocably
constituting and appointing





to transfer said  Certificate on the books of the  Certificate  Registrar,  with
full power of substitution in the premises.



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


                             ___________________________ */
                             --------------------------- -




*/ NOTICE:  The signature to this assignment must correspond with the name as it
appears upon the face of the within  Certificate  in every  particular,  without
alteration,   enlargement  or  any  change  whatever.  Such  signature  must  be
guaranteed by a member firm of the New York Stock Exchange or a commercial  bank
or trust company.


<PAGE>

                            DISTRIBUTION INSTRUCTIONS

     The  assignee  should  include the  following  for the  information  of the
Certificate Paying Agent:

     Distribution shall be made by wire transfer in immediately  available funds
to      _________________________________      for      the      account      of
______________________________,                  account                  number
_________________________________,     or,    if    mailed    by    check,    to
________________________.

     Applicable statements should be mailed to ______________________________.



                                               _______________________________
                                               Signature of assignee or agent
                                               (for authorization of wire
                                               transfer only)




<PAGE>


                                   EXHIBIT J-1
                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT


STATE OF                         )

                                 )    ss.:

COUNTY OF                        )
               [NAME OF OFFICER], being first duly sworn, deposes and says:

1. That he is [Title of Officer] of [Name of Owner] (record or beneficial  owner
of the GMACM Mortgage Pass-Through  Certificates,  Series 2002-HE2,  Class R-[ ]
(the  "Owner")),  a  [savings  institution]  [corporation]  duly  organized  and
existing  under the laws of [the State of ] [the  United  States],  on behalf of
which he makes this affidavit and agreement.

2. That the Owner (i) is not and will not be a "disqualified organization" or an
electing  large  partnership  as of [date of  transfer]  within  the  meaning of
Sections 860E(e)(5) and 775, respectively, of the Internal Revenue Code of 1986,
as amended (the "Code") or an electing large partnership under Section 775(a) of
the Code,  (ii) will endeavor to remain other than a  disqualified  organization
for  so  long  as  it  retains  its  ownership  interest  in  the  Class  R-[  ]
Certificates,  and (iii) is acquiring the Class R-[ ]  Certificates  for its own
account  or for the  account of another  Owner  from  which it has  received  an
affidavit and  agreement in  substantially  the same form as this  affidavit and
agreement.  (For this purpose, a "disqualified  organization"  means an electing
large partnership under Section 775 of the Code, the United States, any state or
political  subdivision  thereof,  any  agency or  instrumentality  of any of the
foregoing  (other than an  instrumentality  all of the  activities  of which are
subject to tax and,  except for the Federal Home Loan  Mortgage  Corporation,  a
majority of whose board of directors  is not  selected by any such  governmental
entity) or any foreign government,  international  organization or any agency or
instrumentality of such foreign  government or organization,  any rural electric
or telephone  cooperative,  or any  organization  (other than  certain  farmers'
cooperatives)  that is  generally  exempt  from  federal  income tax unless such
organization is subject to the tax on unrelated business taxable income).

3. That the Owner is aware (i) of the tax that would be imposed on  transfers of
Class  R  Certificates   to   disqualified   organizations   or  electing  large
partnerships,  under  the  Code,  that  applies  to all  transfers  of  Class  R
Certificates after March 31, 1988; (ii) that such tax would be on the transferor
(or,  with  respect to transfers to electing  large  partnerships,  on each such
partnership),  or, if such transfer is through an agent (which person includes a
broker,  nominee or middleman)  for a disqualified  organization,  on the agent;
(iii) that the person  (other than with respect to  transfers to electing  large
partnerships)  otherwise  liable for the tax shall be relieved of liability  for
the tax if the  transferee  furnishes  to such  person  an  affidavit  that  the
transferee is not a disqualified organization and, at the time of transfer, such
person does not have actual knowledge that the affidavit is false; and (iv) that
the Class R-[ ] Certificates may be "noneconomic  residual interests" within the
meaning of Treasury  regulations  promulgated  pursuant to the Code and that the
transferor of a noneconomic  residual  interest will remain liable for any taxes
due with respect to the income on such residual interest,  unless no significant
purpose of the transfer was to impede the assessment or collection of tax.
<PAGE>

4. That the Owner is aware of the tax imposed on a "pass-through entity" holding
Class R  Certificates  if either the  pass-through  entity is an electing  large
partnership  under  Section 775 of the if at any time during the taxable year of
the pass-through  entity a disqualified  organization is the record holder of an
interest in such entity.  (For this purpose,  a "pass through entity" includes a
regulated  investment  company,  a real estate  investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

5. The Owner is 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 or any  political  subdivision  thereof  (except in the case of a
partnership, to the extent provided in Treasury regulations),  or an estate that
is described in Section 7701(a)(30)(D) of the Code, or a trust that is described
in Section 7701(a)(30)(E) of the Code.

6. That the Owner is aware that the Certificate  Registrar will not register the
transfer of any Class R Certificates unless the transferee,  or the transferee's
agent,  delivers  to it an  affidavit  and  agreement,  among other  things,  in
substantially the same form as this affidavit and agreement. The Owner expressly
agrees  that it will not  consummate  any such  transfer if it knows or believes
that any of the  representations  contained in such  affidavit and agreement are
false.

7. That the Owner has  reviewed  the  restrictions  set forth on the face of the
Class R Certificates  and the provisions of Section 3.05 of the Trust  Agreement
under  which the Class R-[ ]  Certificates  were issued (in  particular,  clause
(i)(A) and (i)(B) of Section 3.05 which authorize the  Certificate  Registrar to
deliver payments to a person other than the Owner and negotiate a mandatory sale
by the  Servicer  Trustee  in the event the Owner  holds  such  Certificates  in
violation of Section  3.05).  The Owner  expressly  agrees to be bound by and to
comply with such restrictions and provisions.

8. That the Owner consents to any additional  restrictions or arrangements  that
shall be deemed  necessary  upon advice of counsel to  constitute  a  reasonable
arrangement  to ensure  that the Class  R-[ ]  Certificates  will only be owned,
directly or indirectly, by an Owner that is not a disqualified organization.

9.      The Owner's Taxpayer Identification Number is    _________________ .

10. This  affidavit and agreement  relates only to the Class R-[ ]  Certificates
held by the Owner and not to any  other  holder of the Class R-[  ]Certificates.
The Owner  understands that the liabilities  described herein relate only to the
Class R-[ ] Certificates.

11. That no purpose of the Owner  relating  to the  transfer of any of the Class
R-[ ]  Certificates  by the  Owner is or will be to  impede  the  assessment  or
collection of any tax.

12.  That the Owner has no  present  knowledge  or  expectation  that it will be
unable  to  pay  any  United  States  taxes  owed  by it so  long  as any of the
Certificates remain outstanding.  In this regard, the Owner hereby represents to
and for the  benefit  of the  person  from  whom it  acquired  the  Class  R-[ ]
Certificate  that the Owner  intends to pay taxes  associated  with holding such
Class R-[ ]  Certificate  as they become due,  fully  understanding  that it may
incur tax  liabilities in excess of any cash flows  generated by the Class R-[ ]
Certificate.
<PAGE>

13. That the Owner has no present  knowledge or expectation  that it will become
insolvent or subject to a bankruptcy  proceeding for so long as any of the Class
R-[ ] Certificates remain outstanding.

14. The  Purchaser is not an employee  benefit plan or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act
of 1974, as amended  ("ERISA"),  or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code"),  or an investment  manager,  named fiduciary or a
trustee of any such plan, or any other Person acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any such plan.





<PAGE>



                                   EXHIBIT J-1
                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT


STATE OF                         )

                                 )    ss.:

COUNTY OF                        )

               [NAME OF OFFICER], being first duly sworn, deposes and says:

15. That he is [Title of Officer] of [Name of Owner] (record or beneficial owner
of the GMACM Mortgage Pass-Through  Certificates,  Series 2002-HE2,  Class R-[ ]
(the  "Owner")),  a  [savings  institution]  [corporation]  duly  organized  and
existing  under the laws of [the State of ] [the  United  States],  on behalf of
which he makes this affidavit and agreement.

16. That the Owner (i) is not and will not be a "disqualified  organization"  or
an electing  large  partnership  as of [date of transfer]  within the meaning of
Sections 860E(e)(5) and 775, respectively, of the Internal Revenue Code of 1986,
as amended (the "Code") or an electing large partnership under Section 775(a) of
the Code,  (ii) will endeavor to remain other than a  disqualified  organization
for  so  long  as  it  retains  its  ownership  interest  in  the  Class  R-[  ]
Certificates,  and (iii) is acquiring the Class R-[ ]  Certificates  for its own
account  or for the  account of another  Owner  from  which it has  received  an
affidavit and  agreement in  substantially  the same form as this  affidavit and
agreement.  (For this purpose, a "disqualified  organization"  means an electing
large partnership under Section 775 of the Code, the United States, any state or
political  subdivision  thereof,  any  agency or  instrumentality  of any of the
foregoing  (other than an  instrumentality  all of the  activities  of which are
subject to tax and,  except for the Federal Home Loan  Mortgage  Corporation,  a
majority of whose board of directors  is not  selected by any such  governmental
entity) or any foreign government,  international  organization or any agency or
instrumentality of such foreign  government or organization,  any rural electric
or telephone  cooperative,  or any  organization  (other than  certain  farmers'
cooperatives)  that is  generally  exempt  from  federal  income tax unless such
organization is subject to the tax on unrelated business taxable income).

17. That the Owner is aware (i) of the tax that would be imposed on transfers of
Class  R  Certificates   to   disqualified   organizations   or  electing  large
partnerships,  under  the  Code,  that  applies  to all  transfers  of  Class  R
Certificates after March 31, 1988; (ii) that such tax would be on the transferor
(or,  with  respect to transfers to electing  large  partnerships,  on each such
partnership),  or, if such transfer is through an agent (which person includes a
broker,  nominee or middleman)  for a disqualified  organization,  on the agent;
(iii) that the person  (other than with respect to  transfers to electing  large
partnerships)  otherwise  liable for the tax shall be relieved of liability  for
the tax if the  transferee  furnishes  to such  person  an  affidavit  that  the
transferee is not a disqualified organization and, at the time of transfer, such

<PAGE>

person does not have actual knowledge that the affidavit is false; and (iv) that
the Class R-[ ] Certificates may be "noneconomic  residual interests" within the
meaning of Treasury  regulations  promulgated  pursuant to the Code and that the
transferor of a noneconomic  residual  interest will remain liable for any taxes
due with respect to the income on such residual interest,  unless no significant
purpose of the transfer was to impede the assessment or collection of tax.

18.  That  the  Owner is aware of the tax  imposed  on a  "pass-through  entity"
holding Class R Certificates  if either the  pass-through  entity is an electing
large  partnership  under  Section  775 of the if at any time during the taxable
year of the pass-through entity a disqualified organization is the record holder
of an  interest in such  entity.  (For this  purpose,  a "pass  through  entity"
includes a  regulated  investment  company,  a real estate  investment  trust or
common trust fund, a partnership, trust or estate, and certain cooperatives.)

19. The Owner is 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 or any  political  subdivision  thereof  (except in the case of a
partnership, to the extent provided in Treasury regulations),  or an estate that
is described in Section 7701(a)(30)(D) of the Code, or a trust that is described
in Section 7701(a)(30)(E) of the Code.

20. That the Owner is aware that the Certificate Registrar will not register the
transfer of any Class R Certificates unless the transferee,  or the transferee's
agent,  delivers  to it an  affidavit  and  agreement,  among other  things,  in
substantially the same form as this affidavit and agreement. The Owner expressly
agrees  that it will not  consummate  any such  transfer if it knows or believes
that any of the  representations  contained in such  affidavit and agreement are
false.

21. That the Owner has  reviewed the  restrictions  set forth on the face of the
Class R Certificates  and the provisions of Section 3.05 of the Trust  Agreement
under  which the Class R-[ ]  Certificates  were issued (in  particular,  clause
(i)(A) and (i)(B) of Section 3.05 which authorize the  Certificate  Registrar to
deliver payments to a person other than the Owner and negotiate a mandatory sale
by the  Servicer  Trustee  in the event the Owner  holds  such  Certificates  in
violation of Section  3.05).  The Owner  expressly  agrees to be bound by and to
comply with such restrictions and provisions.

22. That the Owner consents to any additional  restrictions or arrangements that
shall be deemed  necessary  upon advice of counsel to  constitute  a  reasonable
arrangement  to ensure  that the Class  R-[ ]  Certificates  will only be owned,
directly or indirectly, by an Owner that is not a disqualified organization.

23.     The Owner's Taxpayer Identification Number is ______________________.

24. This  affidavit and agreement  relates only to the Class R-[ ]  Certificates
held by the Owner and not to any  other  holder of the Class R-[  ]Certificates.
The Owner  understands that the liabilities  described herein relate only to the
Class R-[ ] Certificates.

25. That no purpose of the Owner  relating  to the  transfer of any of the Class
R-[ ]  Certificates  by the  Owner is or will be to  impede  the  assessment  or
collection of any tax.

26.  That the Owner has no  present  knowledge  or  expectation  that it will be
unable  to  pay  any  United  States  taxes  owed  by it so  long  as any of the
Certificates remain outstanding.  In this regard, the Owner hereby represents to
and for the  benefit  of the  person  from  whom it  acquired  the  Class  R-[ ]
Certificate  that the Owner  intends to pay taxes  associated  with holding such
<PAGE>


incur tax  liabilities in excess of any cash flows  generated by the Class R-[ ]
Certificate.

27. That the Owner has no present  knowledge or expectation  that it will become
insolvent or subject to a bankruptcy  proceeding for so long as any of the Class
R-[ ] Certificates remain outstanding.

28. The  Purchaser is not an employee  benefit plan or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act
of 1974, as amended  ("ERISA"),  or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code"),  or an investment  manager,  named fiduciary or a
trustee of any such plan, or any other Person acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any such plan.

     IN WITNESS WHEREOF, the Owner has caused this instrument to be executed


<PAGE>


               IN WITNESS  WHEREOF,  the Owner has caused this  instrument to be
executed on its behalf,  pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached,  attested
by its [Assistant] Secretary, this ____ day of __________, ____________.




                            [NAME OF OWNER]



                             By:
                                ----------------------------------------
                                  [Name of Officer]
                                  [Title of Officer]
[Corporate Seal]

ATTEST:


[Assistant] Secretary

               Personally  appeared before me the above-named [Name of Officer],
known  or  proved  to me to be  the  same  person  who  executed  the  foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he executed  the same as his free act and deed and the free act and deed of
the Owner.

     Subscribed and sworn before me this ____ day of __________, ____________.





                                     NOTARY PUBLIC



                                COUNTY OF
                                         ----------------------------------
                                STATE OF
                                        -----------------------------------
                                 My Commission  expires the day of , 20 .


<PAGE>




                                   EXHIBIT J-2

                         FORM OF TRANSFEROR CERTIFICATE


             , 20
-------------    ----

Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota  55437

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention:  Corporate Trust Services - GMACM 2002-HE2

               Re:    GMACM Mortgage Pass-Through Certificates,
                      Series 2002-HE2, Class R

Ladies and Gentlemen:

               This letter is delivered to you in  connection  with the transfer
by (the  "Seller")  to (the  "Purchaser")  of $  Initial  Certificate  Principal
Balance of GMACM Mortgage Pass-Through Certificates,  Series 2002-HE2, Class R-[
] (the  "Certificates"),  pursuant to Section 3.05 of the Trust  Agreement  (the
"Trust Agreement"),  dated as of March 26, 2002 among Residential Asset Mortgage
Products,  Inc.,  as seller  (the  "Company"),  GMAC  Mortgage  Corporation,  as
servicer,  and Wilmington Trust Company,  as owner trustee (the "Trustee").  All
terms used herein and not otherwise defined shall have the meanings set forth in
the Trust Agreement.  The Seller hereby  certifies,  represents and warrants to,
and covenants with, the Company and the Trustee that:

1. No purpose of the Seller  relating to the transfer of the  Certificate by the
Seller to the Purchaser is or will be to impede the  assessment or collection of
any tax.

2. The Seller  understands  that the  Purchaser has delivered to the Trustee and
the Servicer a transfer  affidavit  and  agreement  in the form  attached to the
Trust  Agreement  as Exhibit  J-1.  The Seller does not know or believe that any
representation contained therein is false.

3.  The  Seller  has  at  the  time  of  the  transfer  conducted  a  reasonable
investigation  of the financial  condition of the Purchaser as  contemplated  by
Treasury  Regulations  Section  1.860E-1(c)(4)(i)  and,  as  a  result  of  that
investigation,  the Seller has  determined  that the Purchaser has  historically
paid its debts as they  become  due and has  found no  significant  evidence  to
indicate  that the  Purchaser  will not continue to pay its debts as they become
due in the future.  The Seller  understands  that the  transfer of a Class R-[ ]
Certificate  may not be respected for United States income tax purposes (and the
Seller may  continue  to be liable for United  States  income  taxes  associated
therewith) unless the Seller has conducted such an investigation.

4. The Seller has no actual knowledge that the proposed Transferee is not both a
United States Person and a Permitted Transferee.


                                            Very truly yours,


                                    (Seller)



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


<PAGE>