EXHIBIT 4.3


                     GMACM HOME EQUITY LOAN TRUST 2002-HE1,


                                     Issuer,


                                       and


                        WELLS FARGO BANK MINNESOTA, N.A.,


                                Indenture Trustee

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


                                    INDENTURE

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


                           Dated as of March 27, 2002


                    GMACM HOME EQUITY LOAN-BACKED TERM NOTES




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                                TABLE OF CONTENTS

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

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

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

Section 1.03      Rules of Construction.....................................................2

ARTICLE II  Original Issuance Of Notes......................................................3

Section 2.01      Form......................................................................3

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

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

Section 3.01      Collection of Payments with Respect to the Mortgage Loans.................4

Section 3.02      Maintenance of Office or Agency...........................................4

Section 3.03      Money for Payments to Be Held in Trust; Paying Agent......................4

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

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

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

Section 3.07      Opinions as to Trust Estate...............................................9

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

Section 3.09      Negative Covenants.......................................................10

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

Section 3.11      Recordation of Assignments...............................................11

Section 3.12      Representations and Warranties Concerning the Mortgage Loans.............11

Section 3.13      Assignee of Record of the Mortgage Loans.................................11

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

Section 3.15      Investment Company Act...................................................12

Section 3.16      Issuer May Consolidate, etc..............................................12

Section 3.17      Successor or Transferee..................................................14

Section 3.18      No Other Business........................................................14

Section 3.19      No Borrowing.............................................................14

Section 3.20      Guarantees, Loans, Advances and Other Liabilities........................14

Section 3.21      Capital Expenditures.....................................................14

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Section 3.22      Owner Trustee Not Liable for Certificates or Related Documents...........14

Section 3.23      Restricted Payments......................................................15

Section 3.24      Notice of Events of Default..............................................15

Section 3.25      Further Instruments and Acts.............................................15

Section 3.26      Statements to Noteholders................................................15

Section 3.27      Determination of Note Rate...............................................16

Section 3.28      Payments under the Policy................................................16

Section 3.29      Replacement Enhancement..................................................16

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

ARTICLE IV  The Notes; Satisfaction And Discharge Of Indenture.............................18

Section 4.01      The Notes................................................................18

Section 4.02      Registration of and Limitations on Transfer and Exchange of Notes;
                  Appointment of Certificate Registrar.....................................18

Section 4.03      Mutilated, Destroyed, Lost or Stolen Notes...............................19

Section 4.04      Persons Deemed Owners....................................................20

Section 4.05      Cancellation.............................................................20

Section 4.06      Book-Entry Notes.........................................................21

Section 4.07      Notices to Depository....................................................21

Section 4.08      Definitive Notes.........................................................21

Section 4.09      Tax Treatment............................................................22

Section 4.10      Satisfaction and Discharge of Indenture..................................22

Section 4.11      Application of Trust Money...............................................23

Section 4.12      Subrogation and Cooperation..............................................23

Section 4.13      Repayment of Monies Held by Paying Agent.................................24

Section 4.14      Temporary Notes..........................................................24

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

Section 5.01      Events of Default........................................................25

Section 5.02      Acceleration of Maturity; Rescission and Annulment.......................25

Section 5.03      Collection of Indebtedness and Suits for Enforcement by Indenture
                  Trustee..................................................................26

Section 5.04      Remedies; Priorities.....................................................28

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

Section 5.06      Limitation of Suits......................................................30

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Section 5.07      Unconditional Rights of Noteholders to Receive Principal and Interest....31

Section 5.08      Restoration of Rights and Remedies.......................................31

Section 5.09      Rights and Remedies Cumulative...........................................31

Section 5.10      Delay or Omission Not a Waiver...........................................31

Section 5.11      Control by Enhancer or Noteholders.......................................31

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

Section 5.13      Undertaking for Costs....................................................32

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

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

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

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

ARTICLE VI  The Indenture Trustee..........................................................36

Section 6.01      Duties of Indenture Trustee..............................................36

Section 6.02      Rights of Indenture Trustee..............................................37

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

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

Section 6.05      Notice of Event of Default...............................................39

Section 6.06      Reports by Indenture Trustee to Noteholders..............................39

Section 6.07      Compensation and Indemnity...............................................39

Section 6.08      Replacement of Indenture Trustee.........................................40

Section 6.09      Successor Indenture Trustee by Merger....................................41

Section 6.10      Appointment of Co-Indenture Trustee or Separate Indenture Trustee........41

Section 6.11      Eligibility; Disqualification............................................42

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

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

Section 6.14      Directions to Indenture Trustee..........................................43

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


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ARTICLE VII  Noteholders' Lists and Reports................................................44

Section 7.01      Issuer to Furnish Indenture Trustee Names and Addresses of
                  Noteholders..............................................................44

Section 7.02      Preservation of Information; Communications to Noteholders...............44

Section 7.03      Reports by Issuer........................................................44

Section 7.04      Reports by Indenture Trustee.............................................45

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

Section 8.01      Collection of Money......................................................45

Section 8.02      Trust Accounts...........................................................45

Section 8.03      Officer's Certificate....................................................46

Section 8.04      Termination Upon Distribution to Noteholders.............................46

Section 8.05      Release of Trust Estate..................................................46

Section 8.06      Surrender of Notes Upon Final Payment....................................47

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

Section 9.01      Supplemental Indentures Without Consent of Noteholders...................47

Section 9.02      Supplemental Indentures With Consent of Noteholders......................49

Section 9.03      Execution of Supplemental Indentures.....................................50

Section 9.04      Effect of Supplemental Indenture.........................................50

Section 9.05      Conformity with Trust Indenture Act......................................50

Section 9.06      Reference in Notes to Supplemental Indentures............................50

ARTICLE X  Miscellaneous...................................................................51

Section 10.01     Compliance Certificates and Opinions, etc................................51

Section 10.02     Form of Documents Delivered to Indenture Trustee.........................53

Section 10.03     Acts of Noteholders......................................................53

Section 10.04     Notices, etc., to Indenture Trustee, Issuer, Enhancer and Rating
                  Agencies.................................................................54

Section 10.05     Notices to Noteholders; Waiver...........................................55

Section 10.06     Alternate Payment and Notice Provisions..................................55

Section 10.07     Conflict with Trust Indenture Act........................................56

Section 10.08     Effect of Headings.......................................................56

Section 10.09     Successors and Assigns...................................................56

Section 10.10     Severability.............................................................56

Section 10.11     Benefits of Indenture....................................................56

Section 10.12     Legal Holidays...........................................................56

Section 10.13     GOVERNING LAW............................................................56

Section 10.14     Counterparts.............................................................56

Section 10.15     Recording of Indenture...................................................56

Section 10.16     Issuer Obligation........................................................57

Section 10.17     No Petition..............................................................57

Section 10.18     Inspection...............................................................57

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                                    EXHIBITS

Exhibit A      -      Form of Notes
Exhibit B      -      Form of 144A Investment Representation
Exhibit C      -      Form of Investor Representation Letter
Appendix A     -      Definitions


                                        v
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        This Indenture, dated as of March 27, 2002, is between GMACM Home Equity
Loan Trust 2002-HE1,  a Delaware  business trust, as issuer (the "Issuer"),  and
Wells  Fargo  Bank  Minnesota,   N.A.,  as  indenture  trustee  (the  "Indenture
Trustee").


                                   WITNESSETH:

        Each party  hereto  agrees as follows for the benefit of the other party
and for the equal and ratable  benefit of the Noteholders of the Issuer's Series
2002-HE1 GMACM Home Equity Loan-Backed Term Notes (the "Notes").


                                       GRANTING CLAUSE:

        The Issuer hereby  Grants to the Indenture  Trustee on the Closing Date,
as trustee  for the  benefit of the  Noteholders  and the  Enhancer,  all of the
Issuer's  right,  title and  interest  in and to all  accounts,  chattel  paper,
general  intangibles,  contract  rights,  payment  intangibles,  certificates of
deposit,  deposit accounts,  instruments,  documents,  letters of credit, money,
advices of credit,  investment property, goods and other property consisting of,
arising under or related to whether now existing or hereafter  created in any of
the following:  (a) the Initial Mortgage Loans and any Subsequent Mortgage Loans
(together with the Cut-Off Date Principal  Balances and any Additional  Balances
arising  thereafter  to  and  including  the  date  immediately   preceding  the
commencement of the Rapid Amortization  Period), and all monies due or to become
due  thereunder;  (b) the Note  Payment  Account,  and all funds on  deposit  or
credited thereto from time to time and all proceeds thereof; (c) the Capitalized
Interest Account, and all funds on deposit or credited thereto from time to time
(other than any income  thereon),  and the  Pre-Funding  Account and the Funding
Account, and all funds on deposit or credited thereto from time to time; (d) the
Policy and all hazard insurance policies; and (e) all present and future claims,
demands,  causes and choses in action in respect of any or all of the  foregoing
and all  payments  on or  under,  and all  proceeds  of every  kind  and  nature
whatsoever  in respect of, any or all of the  foregoing  and all  payments on or
under,  and all proceeds of every kind and nature  whatsoever in the  conversion
thereof, voluntary or involuntary,  into cash or other liquid property, all cash
proceeds,  accounts, accounts receivable,  notes, drafts,  acceptances,  checks,
deposit  accounts,  rights to payment of any and every kind,  and other forms of
obligations  and  receivables,  instruments and other property which at any time
constitute  all  or  part  of or are  included  in  the  proceeds  of any of the
foregoing (collectively, the "Trust Estate" or the "Collateral").

        The foregoing  Grant is made in trust to secure the payment of principal
of and  interest  on,  and any other  amounts  owing in  respect  of, the Notes,
equally and ratably without  prejudice,  priority or distinction,  and to secure
compliance  with the  provisions  of this  Indenture,  all as  provided  in this
Indenture.

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        The  foregoing  Grant  shall  inure to the  benefit of the  Enhancer  in
respect of draws made on the Policy and amounts owing from time to time pursuant
to the Insurance  Agreement  (regardless  of whether such amounts  relate to the
Notes or the  Certificates),  and such Grant  shall  continue  in full force and
effect for the benefit of the Enhancer  until all such amounts  owing to it have
been repaid in full.

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

                                    ARTICLE I

                                   Definitions

        Section 1.01 Definitions.  For all purposes of this Indenture, except as
otherwise  expressly  provided herein or unless the context otherwise  requires,
capitalized  terms not otherwise defined herein shall have the meanings assigned
to such  terms in the  Definitions  attached  hereto  as  Appendix  A,  which is
incorporated by reference herein.  All other capitalized terms used herein shall
have the meanings specified herein.

        Section 1.02 Incorporation by Reference of Trust Indenture Act. Whenever
this  Indenture  refers to a provision of the Trust  Indenture  Act (the "TIA"),
such  provision  is  incorporated  by  reference  in and  made a  part  of  this
Indenture.  The  following TIA terms used in this  Indenture  have the following
meanings:

               "Commission" means the Securities and Exchange Commission.

               "indenture securities" means the Notes.

               "indenture security holder" means a Noteholder.

               "indenture to be qualified" means this Indenture.

     "indenture trustee" or "institutional trustee" means the Indenture Trustee.

     "obligor"  on the  indenture  securities  means  the  Issuer  and any other
obligor on the indenture securities.

               All other TIA terms used in this  Indenture  that are  defined by
TIA,  defined by TIA reference to another  statute or defined by Commission rule
have the meaning assigned to them by such definitions.

     Section 1.03 Rules of Construction. Unless the context otherwise requires:

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

               (b)an  accounting  term not  otherwise  defined  has the  meaning
assigned to it in accordance with generally accepted accounting principles as in
effect from time to time;

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

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

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

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

     (g)any agreement, instrument or statute defined or referred to herein or in
any  instrument  or  certificate  delivered in  connection  herewith  means such
agreement,  instrument  or statute  as from time to time  amended,  modified  or
supplemented and includes (in the case of agreements or instruments)  references
to all attachments thereto and instruments incorporated therein; references to a
Person are also to its permitted successors and assigns.

                                   ARTICLE II

                           Original Issuance of Notes

        Section  2.01 Form.  The Notes  together  with the  Indenture  Trustee's
certificate of  authentication,  shall be in substantially the form set forth in
Exhibit A, with such appropriate insertions, omissions,  substitutions and other
variations  as are  required or permitted  by this  Indenture  and may have such
letters,   numbers  or  other  marks  of  identification  and  such  legends  or
endorsements placed thereon as may, consistently  herewith, be determined by the
officers  executing  the Notes,  as evidenced by their  execution  thereof.  Any
portion of the text of any Note may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of such Note.

        The Notes shall be  typewritten,  printed,  lithographed  or engraved or
produced  by  any  combination  of  these  methods,  all  as  determined  by the
Authorized  Officers  executing such Notes,  as evidenced by their  execution of
such Notes.

        The terms of the  Notes set forth in  Exhibit A are part of the terms of
this Indenture.

        Section 2.02 Execution,  Authentication and Delivery. The Notes shall be
executed  on  behalf  of the  Issuer  by any of  its  Authorized  Officers.  The
signature  of any  such  Authorized  Officer  on the  Notes  may  be  manual  or
facsimile.

        Notes bearing the manual or facsimile  signature of individuals who were
at  any  time  Authorized   Officers  of  the  Issuer  shall  bind  the  Issuer,
notwithstanding  that such  individuals  or any of them have ceased to hold such
offices prior to the  authentication  and delivery of such Notes or did not hold
such offices at the date of such Notes.

        The Indenture Trustee shall upon Issuer Request authenticate and deliver
Notes  for  original  issue  in  an  aggregate   initial   principal  amount  of
$400,000,000.  The Class A-1 Notes and the Class A-2 Notes shall have an initial
principal amount of $100,000,000 and $300,000,000, respectively.

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

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

                                   ARTICLE III

                                    Covenants

        Section 3.01  Collection of Payments with Respect to the Mortgage Loans.
The Indenture  Trustee shall establish and maintain with itself the Note Payment
Account  in which the  Indenture  Trustee  shall,  subject  to the terms of this
paragraph,  deposit,  on the same day as it is received from the Servicer,  each
remittance received by the Indenture Trustee with respect to the Mortgage Loans.
The  Indenture  Trustee  shall make all payments of principal of and interest on
the Notes,  subject to Section  3.03 as  provided  in Section  3.05  herein from
monies on deposit in the Note Payment Account.

        Section 3.02  Maintenance of Office or Agency.  The Issuer will maintain
in the City of  Minneapolis,  Minnesota,  an office or agency where,  subject to
satisfaction  of  conditions  set forth  herein,  Notes may be  surrendered  for
registration  of transfer or exchange,  and where notices and demands to or upon
the Issuer in respect of the Notes and this Indenture may be served.  The Issuer
hereby  initially  appoints the Indenture  Trustee to serve as its agent for the
foregoing  purposes.  If at any time the Issuer  shall fail to maintain any such
office or agency or shall fail to furnish the Indenture Trustee with the address
thereof,  such  surrenders,  notices  and  demands  may be made or served at the
Corporate Trust Office,  and the Issuer hereby appoints the Indenture Trustee as
its agent to receive all such surrenders, notices and demands.

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

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

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               (b)give the Indenture  Trustee and the Enhancer written notice of
any default by the Issuer of which it has actual  knowledge in the making of any
payment required to be made with respect to the Notes;
               (c)at any time during the  continuance of any such default,  upon
the written  request of the  Indenture  Trustee,  forthwith pay to the Indenture
Trustee all sums so held in trust by such Paying Agent;

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

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

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

        The  Issuer  may  at  any  time,   for  the  purpose  of  obtaining  the
satisfaction and discharge of this Indenture or for any other purpose, by Issuer
Request direct any Paying Agent to pay to the Indenture Trustee all sums held in
trust by such Paying Agent,  such sums to be held by the Indenture  Trustee upon
the same trusts as those upon which the sums were held by such Paying Agent; and
upon such  payment by any Paying  Agent to the  Indenture  Trustee,  such Paying
Agent shall be released from all further liability with respect to such money.

        Subject to applicable  laws with respect to escheat of funds,  any money
held by the  Indenture  Trustee or any Paying  Agent in trust for the payment of
any amount due with  respect to any Note and  remaining  unclaimed  for one year
after such amount has become due and payable shall be discharged from such trust
and be paid to the Issuer on Issuer  Request;  and the  Noteholder  of such Note
shall thereafter,  as an unsecured general creditor, look only to the Issuer for
payment  thereof  (but only to the extent of the amounts so paid to the Issuer),
and all liability of the Indenture  Trustee or such Paying Agent with respect to
such trust money shall thereupon cease;  provided,  however,  that the Indenture
Trustee or such Paying Agent,  before being required to make any such repayment,
shall at the expense and direction of the Issuer cause to be published  once, in
an  Authorized  Newspaper,  notice that such money  remains  unclaimed and that,
after a date  specified  therein,  which shall not be less than 30 days from the
date of such  publication,  any unclaimed  balance of such money then  remaining
will be repaid to the Issuer.  The Indenture  Trustee may also adopt and employ,
at the  expense  and  direction  of the Issuer,  any other  reasonable  means of
notification of such repayment (including, but not limited to, mailing notice of
such repayment to Noteholders the Notes which have been called but have not been
surrendered  for  redemption  or whose  right to or  interest  in monies due and
payable  but not  claimed is  determinable  from the  records  of the  Indenture
Trustee  or of any  Paying  Agent,  at the last  address of record for each such
Noteholder).

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        Section  3.04  Existence.  The  Issuer  will  keep  in full  effect  its
existence, rights and franchises as a business trust under the laws of the State
of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes,
organized  under the laws of any other state or of the United States of America,
in which case the Issuer  will keep in full  effect  its  existence,  rights and
franchises  under  the laws of such  other  jurisdiction)  and will  obtain  and
preserve its  qualification  to do business in each  jurisdiction  in which such
qualification   is  or  shall  be   necessary   to  protect  the   validity  and
enforceability  of this Indenture,  the Notes, the Mortgage Loans and each other
instrument or agreement included in the Trust Estate.

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

               (a)In accordance with Section 3.03(a) of the Servicing Agreement,
the priority of  distributions  on each Payment Date from Principal  Collections
and  Interest  Collections  with  respect to the  Mortgage  Loans,  any optional
advance of delinquent  principal  and/or  interest on the Mortgage Loans made by
the Servicer in respect of the related Collection Period, any Policy Draw Amount
with  respect to Mortgage  Loans or the Notes  deposited  into the Note  Payment
Account (to be applied  solely with respect to the payment of amounts  described
in clauses (i) and (iii) under  paragraph  (a) of this  Section  3.05),  and any
amounts  transferred to the Note Payment Account from the  Pre-Funding  Account,
the Funding Account and/or the Capitalized Interest Account pursuant to Sections
3.17, 3.18 and 3.19 of the Servicing Agreement, is as follows:

                      (i)  from  Interest  Collections,   to  the  Note  Payment
        Account,  for  payment by the Paying  Agent to the  Noteholders  of each
        Class of Notes,  pro rata,  interest for the related  Interest Period at
        the related Note Rate on the related Note Balance  immediately  prior to
        such Payment Date,  including any Policy Draw Amount with respect to the
        Notes  deposited  into the Note  Payment  Account  pursuant  to  Section
        3.28(a)(ii),  excluding  any  Interest  Shortfalls  and any  Relief  Act
        Shortfalls allocated thereto pursuant to Section 3.05(e);

                      (ii) during the Revolving  Period, to the Funding Account,
        Principal  Collections to the extent not previously  applied to purchase
        Additional Balances or Subsequent Mortgage Loans;

                      (iii) to the  Enhancer,  the amount of the premium for the
        Policy and any unpaid premium for the Policy,  with interest  thereon as
        provided in the Insurance Agreement;

                      (iv) at the  request of the  holders of the  Certificates,
        from Excess Spread, to the Distribution Account, for distribution to the
        holders of the Certificates,  an amount equal to the Additional  Balance
        Increase Amount;

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

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<PAGE>

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

                      (vii)  on or  prior  to  the  payment  date  occurring  in
        November 2002, any remaining  amount, to the Distribution  Account,  for
        distribution to the holders of the Certificates;

                      (viii)  during  the  Revolving   Period,  to  the  Funding
        Account,  from the remaining  Excess Spread,  the amount necessary to be
        applied on such Payment Date so that the Overcollateralization Amount is
        not less than the Overcollateralization Target Amount;

                      (ix) during the Amortization  Periods, to the Note Payment
        Account,  from the remaining  Excess Spread,  the amount necessary to be
        applied on such  Payment  Date for  payment  by the Paying  Agent to the
        Noteholders,  which  amount will be paid each Class of Notes,  pro rata,
        based    on   their    respective    Note    Balances    so   that   the
        Overcollateralization  Amount is not less than the Overcollateralization
        Target Amount;

                      (x) to the Note Payment Account from the remaining  Excess
        Spread,  any Liquidation Loss Amounts not otherwise  covered by payments
        pursuant to clauses  (v),  (viii) or (ix) above on such  Payment Date or
        prior Payment Dates,  for payment by the Paying Agent to the Noteholders
        of each Class of Notes, pro rata;

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

                      (xii)  to the Note  Payment  Account  from  the  remaining
        Excess Spread,  for payment by the Paying Agent to the  Noteholders  any
        Interest  Shortfalls  on the  Notes  for such  Payment  Date and for any
        Payment Date not previously paid,  together with interest thereon at the
        related Note Rate (as adjusted  from time to time),  based on the amount
        remaining unpaid with respect thereto;

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

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

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

               For purposes of the foregoing,  the Note Balance of each Class of
Notes on each  Payment  Date during the  Amortization  Periods for such Class of
Notes will be reduced (any such reduction,  an "Unpaid Principal Amount") by the


                                       7
<PAGE>

pro rata  portion  allocable to such Notes of all  Liquidation  Loss Amounts for
such Payment Date, but only to the extent that such Liquidation Loss Amounts are
not otherwise covered by payments made pursuant to clauses (v), (viii),  (ix) or
(x) above, or by a draw on the Policy, and the  Overcollateralization  Amount is
zero.

               (b) On each Payment  Date,  the Paying  Agent shall  apply,  from
amounts on deposit  in the Note  Payment  Account,  and in  accordance  with the
Servicing Certificate,  the amounts set forth above in the order of priority set
forth in Section 3.05(a).

               Amounts paid to Noteholders shall be paid in respect of the Notes
in  accordance  with the  applicable  percentage  as set forth in paragraph  (d)
below.  Interest on the Notes will be computed on the basis of the actual number
of days in each Interest  Period and a 360-day year. Any installment of interest
or principal payable on any Note that is punctually paid or duly provided for by
the Issuer on the  applicable  Payment Date shall be paid to the  Noteholder  of
record thereof on the immediately  preceding  Record Date by wire transfer to an
account specified in writing by such Noteholder  reasonably  satisfactory to the
Indenture Trustee,  or by check or money order mailed to such Noteholder at such
Noteholder's  address appearing in the Note Register,  the amount required to be
distributed   to  such   Noteholder  on  such  Payment  Date  pursuant  to  such
Noteholder's  Notes;  provided,  that the Indenture Trustee shall not pay to any
such  Noteholder  any amounts  required  to be  withheld  from a payment to such
Noteholder by the Code.

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

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

               (e) With respect to any Payment  Date,  interest  payments on the
Notes will be reduced by any Relief Act  Shortfalls  for the related  Collection
Period on a pro rata basis in accordance with the amount of interest  payable on
the Notes on such Payment Date, absent such reduction.


                                       8
<PAGE>


        Section 3.06  Protection of Trust Estate.
                      --------------------------

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

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

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

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

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

               (b)Except as otherwise provided in this Indenture,  the Indenture
Trustee  shall not remove any portion of the Trust Estate that consists of money
or is  evidenced  by an  instrument,  certificate  or  other  writing  from  the
jurisdiction  in which it was held at the  date of the most  recent  Opinion  of
Counsel delivered pursuant to Section 3.07 (or from the jurisdiction in which it
was held as  described  in the Opinion of Counsel  delivered at the Closing Date
pursuant  to Section  3.07,  if no Opinion  of  Counsel  has yet been  delivered
pursuant to Section 3.07) unless the Indenture Trustee shall have first received
an Opinion of Counsel to the effect that the lien and security  interest created
by this  Indenture  with respect to such property will continue to be maintained
after giving effect to such action or actions.

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

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

        On the Closing Date,  the Issuer shall furnish to the Indenture  Trustee
and the Owner Trustee an Opinion of Counsel at the expense of the Issuer stating
that,  upon  delivery of the Loan  Agreements  relating to the Initial  Mortgage
Loans to the Indenture  Trustee or the  Custodian in the State of  Pennsylvania,
the Indenture Trustee will have a perfected, first priority security interest in
such Mortgage Loans.

        On or before December 31st in each calendar year, beginning in 2002, the
Issuer  shall  furnish  to the  Indenture  Trustee  an Opinion of Counsel at the
expense of the Issuer either  stating  that, in the opinion of such counsel,  no
further  action is necessary to maintain a perfected,  first  priority  security
interest in the Mortgage Loans until December 31 in the following  calendar year
or, if any such action is required to  maintain  such  security  interest in the


                                       9
<PAGE>

Mortgage  Loans,  such Opinion of Counsel  shall also  describe  the  recording,
filing, re-recording and refiling of this Indenture, any indentures supplemental
hereto and any other  requisite  documents  and the  execution and filing of any
financing  statements and  continuation  statements that will, in the opinion of
such  counsel,  be required to maintain  the  security  interest in the Mortgage
Loans until December 31 in the following calendar year.

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

               (a)The  Issuer  shall  punctually  perform and observe all of its
obligations and agreements contained in this Indenture,  the Basic Documents and
in the instruments and agreements included in the Trust Estate.

               (b)The  Issuer may  contract  with other  Persons to assist it in
performing its duties under this  Indenture,  and any performance of such duties
by a Person identified to the Indenture  Trustee in an Officer's  Certificate of
the Issuer shall be deemed to be action taken by the Issuer.

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

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

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

               (a)except  as  expressly  permitted  by  this  Indenture,   sell,
transfer,  exchange or otherwise dispose of the Trust Estate, unless directed to
do so by the Indenture Trustee pursuant to Section 5.04 hereof;

               (b)claim any credit on, or make any deduction  from the principal
or  interest  payable in respect  of, the Notes  (other  than  amounts  properly
withheld  from such  payments  under the Code) or assert any claim  against  any
present or former  Noteholder  by reason of the  payment of the taxes  levied or
assessed upon any part of the Trust Estate;

               (c)(i) permit the validity or  effectiveness of this Indenture to
be impaired,  or permit the lien of this Indenture to be amended,  hypothecated,
subordinated, terminated or discharged, or permit any Person to be released from
any  covenants or  obligations  with  respect to the Notes under this  Indenture
except as may be  expressly  permitted  hereby,  (ii)  permit any lien,  charge,
excise, claim, security interest,  mortgage or other encumbrance (other than the


                                       10
<PAGE>

lien of this Indenture) to be created on or extend to or otherwise arise upon or
burden  the Trust  Estate or any part  thereof  or any  interest  therein or the
proceeds  thereof or (iii) permit the lien of this Indenture not to constitute a
valid first priority security interest in the Trust Estate; or

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

        Section 3.10 Annual Statement as to Compliance. The Issuer shall deliver
to the Indenture  Trustee,  within 120 days after the end of each fiscal year of
the Issuer  (commencing  with the fiscal year ending on December 31,  2002),  an
Officer's  Certificate  stating,  as to  the  Authorized  Officer  signing  such
Officer's Certificate, that:

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

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

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

        Section 3.12  Representations  and  Warranties  Concerning  the Mortgage
Loans. The Indenture  Trustee,  as pledgee of the Mortgage Loans, shall have the
benefit of the  representations  and warranties  made by GMACM in Section 3.1(a)
and  Section   3.1(b)  of  the  Purchase   Agreement  and  the  benefit  of  the
representations  and  warranties  made by WG  Trust  in  Section  3.1(c)  of the
Purchase  Agreement,  concerning the Mortgage Loans and the right to enforce the
remedies  against  GMACM or WG Trust  provided in such Section  3.1(a),  Section
3.1(b) or Section  3.1(c),  as  applicable,  to the same  extent as though  such
representations and warranties were made directly to the Indenture Trustee.

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

                                       11
<PAGE>

        Section  3.14  Servicer  as Agent and Bailee of the  Indenture  Trustee.
Solely for purposes of  perfection  under  Section  9-313 or 9-314 of the UCC or
other  similar  applicable  law,  rule or  regulation of the state in which such
property is held by the Servicer,  the Issuer and the Indenture  Trustee  hereby
acknowledge  that the  Servicer  is acting as agent and bailee of the  Indenture
Trustee in holding  amounts on deposit  in the  Custodial  Account  pursuant  to
Section  3.02 of the  Servicing  Agreement  that are  allocable  to the Mortgage
Loans,  as well as the agent and bailee of the Indenture  Trustee in holding any
Related  Documents  released to the Servicer  pursuant to Section 3.06(c) of the
Servicing Agreement, and any other items constituting a part of the Trust Estate
which from time to time come into the possession of the Servicer. It is intended
that, by the  Servicer's  acceptance of such agency  pursuant to Section 3.02 of
the Servicing  Agreement,  the Indenture  Trustee,  as a pledgee of the Mortgage
Loans, will be deemed to have possession of such Related Documents,  such monies
and such other items for  purposes  of Section  9-313 or 9-314 of the UCC of the
state in which such property is held by the Servicer.

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

        Section 3.16  Issuer May Consolidate, etc.

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

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

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

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

                                       12
<PAGE>

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

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

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

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

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

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

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

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

                                       13
<PAGE>

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

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

        Section 3.17  Successor or Transferee.

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

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

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

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

        Section 3.20 Guarantees,  Loans, Advances and Other Liabilities.  Except
as contemplated by this Indenture or the other Basic Documents, the Issuer shall
not make any loan or advance or credit to, or guarantee  (directly or indirectly
or by  an  instrument  having  the  effect  of  assuring  another's  payment  or
performance on any  obligation or capability of so doing or otherwise),  endorse
or otherwise become contingently liable,  directly or indirectly,  in connection
with the obligations,  stocks or dividends of, or own,  purchase,  repurchase or
acquire  (or agree  contingently  to do so) any  stock,  obligations,  assets or
securities  of, or any other interest in, or make any capital  contribution  to,
any other Person.

        Section  3.21  Capital  Expenditures.  The  Issuer  shall  not  make any
expenditure  (by long-term or operating  lease or otherwise)  for capital assets
(either realty or personalty).

        Section  3.22  Owner  Trustee  Not Liable  for  Certificates  or Related
Documents. The recitals contained herein shall be taken as the statements of the
Issuer, and the Owner Trustee and the Indenture Trustee assume no responsibility
for the correctness of the recitals  contained herein. The Owner Trustee and the
Indenture Trustee make no  representations  as to the validity or sufficiency of
this Indenture or any other Basic Document,  of the Certificates (other than the
signatures of the Owner Trustee or the Indenture Trustee on the Certificates) or
the Notes,  or of any Related  Documents.  The Owner  Trustee and the  Indenture
Trustee shall at no time have any  responsibility  or liability  with respect to


                                       14
<PAGE>

the  sufficiency  of the Trust Estate or its ability to generate the payments to
be  distributed  to   Certificateholders   under  the  Trust  Agreement  or  the
Noteholders under this Indenture,  including, the compliance by the Depositor or
the Sellers with any warranty or representation made under any Basic Document or
in any related document or the accuracy of any such warranty or  representation,
or any action of the Certificate Paying Agent, the Certificate  Registrar or any
other person taken in the name of the Owner Trustee or the Indenture Trustee.

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

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

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

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

        The Indenture  Trustee will make the Servicing  Certificate (and, at its
option,  any additional  files containing the same information in an alternative
format)  available  each month to  Securityholders  and the Enhancer,  and other
parties to this  Indenture via the Indenture  Trustee's  internet  website.  The
Indenture   Trustee's   internet   website   shall   initially   be  located  at
"www.ctslink.com".  Assistance  in using the  website can be obtained by calling
the Indenture  Trustee's  customer service desk at (301) 815-6600.  Parties that


                                       15
<PAGE>

are unable to use the above  distribution  options are  entitled to have a paper
copy mailed to them via first class mail by calling the  customer  service  desk
and indicating  such.  The Indenture  Trustee shall have the right to change the
way the  statement  to  Securityholders  are  distributed  in order to make such
distribution more convenient and/or more accessible to the above parties and the
Indenture  Trustee shall provide timely and adequate  notification  to all above
parties   regarding  any  such  changes.   The  Indenture  Trustee  may  require
registration  and acceptance of a disclaimer in connection with providing access
to its website.

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

        Section 3.28 Payments under the Policy.

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

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

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

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

        Section 3.29 Replacement Enhancement. The Issuer (or the Servicer on its
behalf) may, at its expense,  in accordance  with and upon  satisfaction  of the
conditions set forth herein, but shall not be required to, obtain a surety bond,
letter of credit,  guaranty  or reserve  account as a Permitted  Investment  for
amounts on deposit in the Capitalized  Interest Account,  or may arrange for any
other form of additional credit enhancement;  provided,  that after prior notice
thereto,  no Rating  Agency  shall have  informed the Issuer that a Rating Event
would occur as a result thereof  (without  taking the Policy into account);  and
provided  further,  that the issuer of any such  instrument  or facility and the
timing  and  mechanism  for  drawing  on such  additional  enhancement  shall be
acceptable to the Indenture Trustee and the Enhancer. It shall be a condition to
procurement of any such additional credit enhancement that there be delivered to
the Indenture Trustee and the Enhancer (a) an Opinion of Counsel,  acceptable in
form to the Indenture Trustee and the Enhancer,  from counsel to the provider of


                                       16
<PAGE>

such additional credit  enhancement with respect to the  enforceability  thereof
and such other matters as the Indenture  Trustee or the Enhancer may require and
(b) an Opinion of Counsel to the effect that the  procurement of such additional
enhancement  would not (i)  adversely  affect in any  material  respect  the tax
status of the Notes or the  Certificates  or (ii) cause the Issuer to be taxable
as an  association  (or a publicly  traded  partnership)  for federal income tax
purposes or to be  classified  as a taxable  mortgage pool within the meaning of
Section 7701(i) of the Code.

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

        The Issuer hereby  represents and warrants to the Indenture Trustee that
as of the Closing Date:

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

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

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

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

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

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

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

                                       17
<PAGE>

                                   ARTICLE IV

                      The Notes; Satisfaction And Discharge Of Indenture

        Section 4.01  The Notes.
                      ---------

        The Notes shall be registered in the name of a nominee designated by the
Depository.  Beneficial  Owners  will hold  interests  in the Notes  through the
book-entry  facilities  of the  Depository  in minimum  initial Note Balances of
$25,000 and integral multiples of $1,000 in excess thereof.

        The  Indenture  Trustee may for all  purposes  (including  the making of
payments  due  on  the  Notes)  deal  with  the  Depository  as  the  authorized
representative  of the  Beneficial  Owners  with  respect  to the  Notes for the
purposes of exercising the rights of Noteholders  hereunder.  Except as provided
in the next succeeding  paragraph of this Section 4.01, the rights of Beneficial
Owners with  respect to the Notes shall be limited to those  established  by law
and agreements  between such Beneficial Owners and the Depository and Depository
Participants. Except as provided in Section 4.08, Beneficial Owners shall not be
entitled  to  definitive  certificates  for the  Notes as to which  they are the
Beneficial Owners. Requests and directions from, and votes of, the Depository as
Noteholder of the Notes shall not be deemed  inconsistent  if they are made with
respect to different  Beneficial  Owners.  The Indenture Trustee may establish a
reasonable  record date in  connection  with  solicitations  of consents from or
voting by  Noteholders  and give notice to the  Depository  of such record date.
Without  the  consent of the Issuer and the  Indenture  Trustee,  no Note may be
transferred by the Depository  except to a successor  Depository  that agrees to
hold such Note for the account of the Beneficial Owners.

        In the event the  Depository  Trust  Company  resigns  or is  removed as
Depository,  the Indenture Trustee,  at the request of the Servicer and with the
approval  of the Issuer may  appoint a  successor  Depository.  If no  successor
Depository  has  been  appointed  within  30 days of the  effective  date of the
Depository's  resignation or removal, each Beneficial Owner shall be entitled to
certificates   representing  the  Notes  it  beneficially  owns  in  the  manner
prescribed in Section 4.08.

        The Notes shall,  on original issue, be executed on behalf of the Issuer
by the Owner Trustee, not in its individual capacity but solely as Owner Trustee
and upon Issuer Order,  authenticated by the Note Registrar and delivered by the
Indenture Trustee to or upon the order of the Issuer.

        Section 4.02 Registration of and Limitations on Transfer and Exchange of
Notes;  Appointment of Certificate Registrar.  The Issuer shall cause to be kept
at the  Indenture  Trustee's  Corporate  Trust Office a Note  Register in which,
subject to such reasonable  regulations as it may prescribe,  the Note Registrar
shall  provide for the  registration  of Notes and of transfers and exchanges of
Notes as herein  provided.  The Issuer hereby appoints the Indenture  Trustee as
the initial Note Registrar.

                                       18
<PAGE>

        Subject  to the  restrictions  and  limitations  set forth  below,  upon
surrender  for  registration  of  transfer  of any Note at the  Corporate  Trust
Office, the Issuer shall execute,  and the Note Registrar shall authenticate and
deliver,  in the name of the designated  transferee or transferees,  one or more
new Notes in authorized  initial Note  Balances  evidencing  the same  aggregate
Percentage Interests.

        Subject to the foregoing, at the option of the Noteholders, Notes may be
exchanged for other Notes of like tenor, in each case in authorized initial Note
Balances evidencing the same aggregate Percentage  Interests,  upon surrender of
the Notes to be exchanged at the Corporate  Trust Office of the Note  Registrar.
Whenever any Notes are so surrendered for exchange, the Issuer shall execute and
the Note Registrar shall authenticate and deliver the Notes which the Noteholder
making the exchange is entitled to receive.  Each Note  presented or surrendered
for  registration  of  transfer  or  exchange  shall (if so required by the Note
Registrar) be duly  endorsed by, or be  accompanied  by a written  instrument of
transfer in form reasonably satisfactory to the Note Registrar duly executed by,
the  Noteholder  thereof or his attorney  duly  authorized  in writing with such
signature  guaranteed by a commercial  bank or trust company located or having a
correspondent  located in The City of New York.  Notes  delivered  upon any such
transfer or exchange will evidence the same obligations, and will be entitled to
the same rights and privileges, as the Notes surrendered.

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

        All Notes surrendered for registration of transfer and exchange shall be
cancelled  by the Note  Registrar  and  delivered to the  Indenture  Trustee for
subsequent destruction without liability on the part of either.

        The  Issuer  hereby  appoints  the  Indenture   Trustee  as  Certificate
Registrar to keep at its Corporate Trust Office a Certificate  Register pursuant
to Section  3.09 of the Trust  Agreement  in which,  subject to such  reasonable
regulations as it may prescribe, the Certificate Registrar shall provide for the
registration of Certificates and of transfers and exchanges  thereof pursuant to
Section 3.05 of the Trust Agreement.  The Indenture  Trustee hereby accepts such
appointment.

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

        Section 4.03  Mutilated,  Destroyed,  Lost or Stolen  Notes.  If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives  evidence to its satisfaction of the destruction,  loss or theft of any
Note,  and (ii) there is delivered  to the  Indenture  Trustee such  security or
indemnity as may be required by it to hold the Issuer and the Indenture  Trustee
harmless,  then, in the absence of notice to the Issuer,  the Note  Registrar or
the Indenture Trustee that such Note has been acquired by a bona fide purchaser,
and  provided  that the  requirements  of Section  8-405 of the UCC are met, the


                                       19
<PAGE>

Issuer  shall  execute,  and  upon  its  request  the  Indenture  Trustee  shall
authenticate  and  deliver,  in exchange  for or in lieu of any such  mutilated,
destroyed,  lost or stolen Note, a replacement Note of the same class; provided,
however,  that if any such  destroyed,  lost or stolen Note, but not a mutilated
Note,  shall have become or within seven days shall be due and payable,  instead
of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen
Note when so due or payable without surrender thereof. If, after the delivery of
such replacement Note or payment of a destroyed, lost or stolen Note pursuant to
the proviso to the  preceding  sentence,  a bona fide  purchaser of the original
Note in lieu of which such replacement Note was issued presents for payment such
original Note, the Issuer and the Indenture Trustee shall be entitled to recover
such replacement Note (or such payment) from the Person to whom it was delivered
or any  Person  taking  such  replacement  Note  from  such  Person to whom such
replacement  Note was  delivered or any  assignee of such Person,  except a bona
fide purchaser,  and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by
the Issuer or the Indenture Trustee in connection therewith.

        Upon the issuance of any  replacement  Note under this Section 4.03, the
Issuer  may  require  the  payment  by the  Noteholder  of  such  Note  of a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
relation  thereto  and any other  reasonable  expenses  (including  the fees and
expenses of the Indenture Trustee) connected therewith.

        Every   replacement  Note  issued  pursuant  to  this  Section  4.03  in
replacement of any mutilated, destroyed, lost or stolen Note shall constitute an
original  additional  contractual  obligation of the Issuer,  whether or not the
mutilated,  destroyed,  lost or stolen Note shall be at any time  enforceable by
anyone,  and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

        The provisions of this Section 4.03 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes.

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

        Section  4.05   Cancellation.   All  Notes   surrendered   for  payment,
registration  of transfer,  exchange or redemption  shall, if surrendered to any
Person other than the Indenture  Trustee,  be delivered to the Indenture Trustee
and shall be promptly cancelled by the Indenture Trustee.  The Issuer may at any
time deliver to the  Indenture  Trustee for  cancellation  any Notes  previously
authenticated and delivered  hereunder which the Issuer may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly cancelled by the
Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for
any Notes  cancelled  as  provided in this  Section  4.05,  except as  expressly
permitted by this  Indenture.  All cancelled Notes may be held or disposed of by


                                       20
<PAGE>

the  Indenture  Trustee in  accordance  with its standard  retention or disposal
policy as in effect at the time  unless  the  Issuer  shall  direct by an Issuer
Request that they be destroyed or returned to it; provided,  however,  that such
Issuer Request is timely and the Notes have not been  previously  disposed of by
the Indenture Trustee.

        Section  4.06  Book-Entry  Notes.  Each  Class of Notes,  upon  original
issuance,  shall be issued in the form of  typewritten  Notes  representing  the
Book-Entry  Notes, to be delivered to The Depository Trust Company,  the initial
Depository,  by, or on behalf of, the  Issuer.  Such Notes  shall  initially  be
registered  on the Note  Register in the name of Cede & Co.,  the nominee of the
initial  Depository,  and no Beneficial  Owner shall  receive a Definitive  Note
representing  such Beneficial  Owner's interest in such Note, except as provided
in  Section  4.08.  Unless and until  definitive,  fully  registered  Notes (the
"Definitive  Notes") have been issued to Beneficial  Owners  pursuant to Section
4.08:

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

               (b)the Note Registrar and the Indenture Trustee shall be entitled
to deal with the Depository  for all purposes of this  Indenture  (including the
payment of principal of and interest on the Notes and the giving of instructions
or  directions  hereunder)  as the sole  holder of the Notes,  and shall have no
obligation to the Beneficial Owners;

               (c)to  the  extent  that  the  provisions  of this  Section  4.06
conflict with any other  provisions of this  Indenture,  the  provisions of this
Section 4.06 shall control;

               (d)the  rights  of  Beneficial  Owners  shall be  exercised  only
through  the  Depository  and shall be limited to those  established  by law and
agreements between such Owners of Notes and the Depository and/or the Depository
Participants.  Unless and until  Definitive Notes are issued pursuant to Section
4.08, the initial Depository will make book-entry transfers among the Depository
Participants  and receive and transmit  payments of principal of and interest on
the Notes to such Depository Participants; and

               (e)whenever  this  Indenture  requires  or permits  actions to be
taken based upon instructions or directions of Noteholders of Notes evidencing a
specified  percentage of the Note Balances of the Notes, the Depository shall be
deemed to  represent  such  percentage  only to the extent that it has  received
instructions   to  such  effect  from   Beneficial   Owners  and/or   Depository
Participants owning or representing,  respectively,  such required percentage of
the beneficial  interest in the Notes and has delivered such instructions to the
Indenture Trustee.

        Section  4.07  Notices  to  Depository.   Whenever  a  notice  or  other
communication  to the Noteholders of the Notes is required under this Indenture,
unless and until  Definitive  Notes shall have been issued to Beneficial  Owners
pursuant to Section 4.08, the Indenture  Trustee shall give all such notices and
communications  specified  herein to be given to Noteholders of the Notes to the
Depository, and shall have no obligation to the Beneficial Owners.

        Section 4.08 Definitive Notes. If (i) the Indenture  Trustee  determines
that the  Depository  is no longer  willing or able to  properly  discharge  its
responsibilities  with respect to the Notes and the Indenture  Trustee is unable
to locate a qualified successor,  (ii) the Indenture Trustee elects to terminate
the  book-entry  system  through the  Depository,  (iii) the  Indenture  Trustee
receives  actual  knowledge of a proposed  transfer of a Note to an  "accredited
investor" in  accordance  with Section 4.02 and Exhibit C hereof,  or (iv) after
the occurrence of an Event of Default,  Beneficial Owners of Notes  representing
beneficial  interests  aggregating  at least a majority  of the  aggregate  Note
Balance of the Notes advise the Depository in writing that the continuation of a


                                       21
<PAGE>

book-entry  system  through the Depository is no longer in the best interests of
the Beneficial  Owners,  then the Depository shall notify all Beneficial  Owners
and the  Indenture  Trustee  of the  occurrence  of any  such  event  and of the
availability of Definitive Notes to Beneficial  Owners requesting the same. Upon
surrender to the Indenture  Trustee of the typewritten  Notes  representing  the
Book-Entry  Notes by the Depository  (or  Percentage  Interest of the Book-Entry
Notes  being  transferred  pursuant  to  clause  (iii)  above),  accompanied  by
registration  instructions,  the Issuer shall execute and the Indenture  Trustee
shall  authenticate  the Definitive Notes in accordance with the instructions of
the Depository.  None of the Issuer, the Note Registrar or the Indenture Trustee
shall be liable for any delay in  delivery  of such  instructions,  and each may
conclusively  rely on, and shall be protected in relying on, such  instructions.
Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the
Noteholders of the Definitive Notes as Noteholders.

        Section 4.09 Tax Treatment.  The Issuer has entered into this Indenture,
and the Notes will be issued,  with the intention  that, for federal,  state and
local income,  single  business and  franchise  tax purposes,  the Notes will be
treated as indebtedness for purposes of such taxes. The Issuer, by entering into
this  Indenture,  and each  Noteholder,  by its acceptance of its Note (and each
Beneficial  Owner by its acceptance of an interest in the applicable  Book-Entry
Note),  agree to treat the Notes for  federal,  state and local  income,  single
business and franchise tax purposes as indebtedness for purposes of such taxes.

        Section 4.10  Satisfaction  and Discharge of Indenture.  This  Indenture
shall cease to be of further  effect with  respect to the Notes except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.06, 3.09,
3.16, 3.18 and 3.19, (v) the rights, obligations and immunities of the Indenture
Trustee  hereunder  (including the rights of the Indenture Trustee under Section
6.07 and the  obligations of the Indenture  Trustee under Section 4.11) and (vi)
the rights of Noteholders as  beneficiaries  hereof with respect to the property
so deposited with the Indenture  Trustee  payable to all or any of them, and the
Indenture Trustee, on demand of and at the expense of the Issuer,  shall execute
proper  instruments  acknowledging  satisfaction and discharge of this Indenture
with respect to the Notes, when:

                      (A)    either:

          (1) all Notes theretofore  authenticated and delivered (other than (i)
     Notes that have been destroyed,  lost or stolen and that have been replaced
     or paid as provided in Section 4.03 and (ii) Notes for whose  payment money
     has theretofore  been deposited in trust or segregated and held in trust by
     the Issuer and  thereafter  repaid to the  Issuer or  discharged  from such
     trust,  as provided in Section  3.03) have been  delivered to the Indenture
     Trustee for cancellation; or

                                       22
<PAGE>

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

                    a) have become due and payable;

                    b) will  become due and  payable at the Final  Payment  Date
               within one year; or

                    c) have been declared  immediately due and payable  pursuant
               to Section 5.02.

        and the Issuer, in the case of a. or b. above, has irrevocably deposited
        or caused to be irrevocably deposited with the Indenture Trustee cash or
        direct obligations of or obligations  guaranteed by the United States of
        America  (which will mature prior to the date such amounts are payable),
        in trust for such purpose,  in an amount sufficient to pay and discharge
        the entire  indebtedness on such Notes and Certificates then outstanding
        not theretofore delivered to the Indenture Trustee for cancellation when
        due on the Final Payment Date, as evidenced to the Indenture  Trustee by
        an accountant's letter or an Officer's Certificate of the Issuer;

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

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

        Section 4.11  Application of Trust Money.  All monies deposited with the
Indenture  Trustee  pursuant to Section  4.10 hereof  shall be held in trust and
applied  by it,  in  accordance  with  the  provisions  of the  Notes  and  this
Indenture,  to the  payment,  either  directly  or through  any Paying  Agent or
Certificate  Paying  Agent,  as the  Indenture  Trustee  may  determine,  to the
Securityholders  of  Securities,  of all sums due and to become due  thereon for
principal and interest;  but such monies need not be segregated from other funds
except to the extent required herein or required by law.

                                       23
<PAGE>

        Section 4.12  Subrogation and Cooperation.
                      ---------------------------

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

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

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

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

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

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

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

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

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

        Section 4.14 Temporary Notes.  Pending the preparation of any Definitive
Notes,  the Issuer may  execute and upon its written  direction,  the  Indenture
Trustee may authenticate  and make available for delivery,  temporary Notes that
are printed,  lithographed,  typewritten,  photocopied or otherwise produced, in


                                       24
<PAGE>

any denomination,  substantially of the tenor of the Definitive Notes in lieu of
which  they  are  issued  and  with  such  appropriate  insertions,   omissions,
substitutions  and other  variations  as the officers  executing  such Notes may
determine, as evidenced by their execution of such Notes.

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

                                    ARTICLE V

                              Default And Remedies

        Section  5.01  Events  of  Default.  The  Issuer  shall  deliver  to the
Indenture  Trustee  and the  Enhancer,  within  five days after  learning of the
occurrence  of any event  that with the  giving of notice  and the lapse of time
would become an Event of Default under clause (b) of the definition of "Event of
Default"  written  notice in the form of an Officer's  Certificate of its status
and what action the Issuer is taking or proposes to take with respect thereto.

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

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

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

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<PAGE>

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

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

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

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

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

               (a)The Issuer covenants that if default in the payment of (i) any
interest on any Note when the same  becomes due and  payable,  and such  default
continues for a period of five days, or (ii) the principal of or any installment
of the  principal of any Note when the same becomes due and payable,  the Issuer
shall, upon demand of the Indenture  Trustee,  pay to it, for the benefit of the
Noteholders,  the entire  amount then due and payable on the Notes for principal
and interest,  with interest on the overdue  principal,  and in addition thereto
such further  amount as shall be  sufficient  to cover the costs and expenses of
collection,  including the reasonable compensation,  expenses, disbursements and
advances of the Indenture Trustee and its agents and counsel.

               (b)In case the Issuer  shall fail  forthwith  to pay such amounts
upon such demand,  the Indenture  Trustee,  in its own name and as trustee of an
express trust,  subject to the provisions of Section 10.17 hereof, may institute
a Proceeding for the collection of the sums so due and unpaid, and may prosecute
such  Proceeding to judgment or final  decree,  and may enforce the same against
the Issuer or other  obligor on the Notes and collect in the manner  provided by
law out of the  property of the Issuer or other  obligor on the Notes,  wherever
situated, the monies adjudged or decreed to be payable.

               (c)If an Event of  Default  shall  occur and be  continuing,  the
Indenture  Trustee,  subject to the provisions of Section 10.17 hereof,  may, as
more particularly provided in Section 5.04, in its discretion proceed to protect
and enforce  its rights and the rights of the  Noteholders  by such  appropriate
Proceedings  as the Indenture  Trustee shall deem most  effective to protect and
enforce any such rights, whether for the specific enforcement of any covenant or
agreement  in this  Indenture  or in aid of the  exercise  of any power  granted
herein, or to enforce any other proper remedy or legal or equitable right vested
in the Indenture Trustee by this Indenture or by law.

               (d)If there shall be pending, relative to the Issuer or any other
obligor on the Notes or any Person  having or claiming an ownership  interest in
the Trust  Estate,  Proceedings  under Title 11 of the United States Code or any
other applicable  federal or state bankruptcy,  insolvency or other similar law,
or  if  a  receiver,  assignee  or  trustee  in  bankruptcy  or  reorganization,
liquidator,  sequestrator  or similar  official shall have been appointed for or
taken  possession of the Issuer or its property or such other obligor or Person,
or if there shall be any other comparable judicial  Proceedings  relative to the


                                       26
<PAGE>

Issuer or other any other obligor on the Notes,  or relative to the creditors or
property  of the  Issuer or such  other  obligor,  then the  Indenture  Trustee,
irrespective of whether the principal of any Notes shall then be due and payable
as therein expressed or by declaration or otherwise, and irrespective of whether
the Indenture  Trustee shall have made any demand  pursuant to the provisions of
this  Section,  shall  be  entitled  and  empowered,  by  intervention  in  such
Proceedings or otherwise:

                      (i) to file and  prove a claim or  claims  for the  entire
        amount of  principal  and  interest  owing and  unpaid in respect of the
        Notes and to file such other  papers or documents as may be necessary or
        advisable  in  order  to  have  the  claims  of  the  Indenture  Trustee
        (including  any  claim  for  reasonable  compensation  to the  Indenture
        Trustee and each  predecessor  Indenture  Trustee,  and their respective
        agents, attorneys and counsel, and for reimbursement of all expenses and
        liabilities  incurred,  and all advances made, by the Indenture  Trustee
        and  each  predecessor   Indenture  Trustee,   except  as  a  result  of
        negligence,  willful  misconduct  or bad faith)  and of the  Noteholders
        allowed in such Proceedings;

                      (ii) unless  prohibited by applicable law and regulations,
        to vote on behalf of the  Noteholders  in any  election of a trustee,  a
        standby  trustee  or Person  performing  similar  functions  in any such
        Proceedings;

                      (iii) to collect and receive any monies or other  property
        payable or  deliverable on any such claims and to distribute all amounts
        received  with  respect  to the  claims  of the  Noteholders  and of the
        Indenture Trustee on their behalf; and

                      (iv) to file such  proofs  of claim  and  other  papers or
        documents  as may be  necessary or advisable in order to have the claims
        of the  Indenture  Trustee or the  Noteholders  allowed in any  judicial
        proceedings relative to the Issuer, its creditors and its property;

and any trustee,  receiver,  liquidator,  custodian or other similar official in
any such  Proceeding is hereby  authorized by each of such  Noteholders  to make
payments to the Indenture Trustee, and, in the event the Indenture Trustee shall
consent to the making of payments  directly to such  Noteholders,  to pay to the
Indenture  Trustee  such  amounts  as shall be  sufficient  to cover  reasonable
compensation to the Indenture  Trustee,  each predecessor  Indenture Trustee and
their  respective  agents,  attorneys  and counsel,  and all other  expenses and
liabilities  incurred,  and all advances made, by the Indenture Trustee and each
predecessor  Indenture  Trustee,  except  as a  result  of  negligence,  willful
misconduct or bad faith.

               (e)Nothing  herein  contained  shall be deemed to  authorize  the
Indenture  Trustee to  authorize or consent to or vote for or accept or adopt on
behalf of any Noteholder any plan of reorganization,  arrangement, adjustment or
composition  affecting the Notes or the rights of any  Noteholder  thereof or to


                                       27
<PAGE>

authorize  the  Indenture  Trustee  to  vote  in  respect  of the  claim  of any
Noteholder in any such proceeding except, as aforesaid, to vote for the election
of a trustee in bankruptcy or similar Person.

               (f)All  rights of  action  and of  asserting  claims  under  this
Indenture,  or under any of the Notes, may be enforced by the Indenture  Trustee
without  the  possession  of any of the Notes or the  production  thereof in any
trial or other Proceedings  relative thereto, and any such action or proceedings
instituted by the Indenture  Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment, subject to the payment of the
expenses,   disbursements  and  compensation  of  the  Indenture  Trustee,  each
predecessor  Indenture Trustee and their respective agents and attorneys,  shall
be for the ratable benefit of the Noteholders.

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

        Section 5.04  Remedies; Priorities.
                      --------------------

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

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

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

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

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

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


                                       28
<PAGE>

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

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

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

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

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

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

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

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

                                       29
<PAGE>

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

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

        Section 5.05 Optional  Preservation  of the Trust  Estate.  If the Notes
have been  declared due and payable  under  Section  5.02  following an Event of
Default and such  declaration and its  consequences  have not been rescinded and
annulled,  the  Indenture  Trustee  may,  but need not (but shall at the written
direction of the Enhancer),  elect to take and maintain  possession of the Trust
Estate. It is the desire of the parties hereto and the Noteholders that there be
at all times  sufficient  funds for the payment of  principal of and interest on
the Notes and other obligations of the Issuer including payment to the Enhancer,
and the Indenture  Trustee shall take such desire into account when  determining
whether  or not  to  take  and  maintain  possession  of the  Trust  Estate.  In
determining  whether to take and maintain  possession of the Trust  Estate,  the
Indenture  Trustee may, but need not, obtain and rely, and shall be protected in
relying in good faith, upon an opinion of an Independent  investment  banking or
accounting  firm of national  reputation as to the  feasibility of such proposed
action and as to the sufficiency of the Trust Estate for such purpose.

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

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

               (b)the  Noteholders  of not less than 25% of the  aggregate  Note
Balance of the Notes shall have made written request to the Indenture Trustee to
institute such Proceeding in respect of such Event of Default in its own name as
Indenture Trustee hereunder;

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

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

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

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

                                       30
<PAGE>

        In  the  event  the  Indenture  Trustee  shall  receive  conflicting  or
inconsistent requests and indemnity from two or more groups of Noteholders, each
representing  less than a majority of the  aggregate  Note Balance of the Notes,
the Indenture  Trustee  shall act at the  direction of the group of  Noteholders
with the greater Note  Balance.  In the event that the  Indenture  Trustee shall
receive  conflicting  or  inconsistent  requests and indemnity  from two or more
groups of  Noteholders  representing  the same Note Balance,  then the Indenture
Trustee in its sole  discretion  may  determine  what action,  if any,  shall be
taken, notwithstanding any other provisions of this Indenture.

        Section 5.07  Unconditional  Rights of Noteholders to Receive  Principal
and Interest. Subject to the provisions of this Indenture, the Noteholder of any
Note shall have the  right,  which is  absolute  and  unconditional,  to receive
payment of the principal of and  interest,  if any, on such Note on or after the
respective due dates thereof  expressed in such Note or in this Indenture and to
institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Noteholder.

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

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

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

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

                                       31
<PAGE>

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

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

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

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

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

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

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

        Section 5.13 Undertaking for Costs. All parties to this Indenture agree,
and each Noteholder by such Noteholder's acceptance of the related Note shall be
deemed to have  agreed,  that any court may in its  discretion  require,  in any
Proceeding for the enforcement of any right or remedy under this  Indenture,  or
in any Proceeding  against the Indenture Trustee for any action taken,  suffered
or omitted by it as Indenture Trustee,  the filing by any party litigant in such
Proceeding of an undertaking to pay the costs of such Proceeding,  and that such


                                       32
<PAGE>

court  may in its  discretion  assess  reasonable  costs,  including  reasonable
attorneys'  fees,  against  any party  litigant in such  Proceeding,  having due
regard to the merits and good faith of the claims or defenses made by such party
litigant;  but the  provisions  of this  Section 5.13 shall not apply to (a) any
Proceeding instituted by the Indenture Trustee, (b) any Proceeding instituted by
any Noteholder,  or group of Noteholders,  in each case holding in the aggregate
more than 10% of the aggregate  Note Balance of the Notes or (c) any  Proceeding
instituted by any Noteholder for the  enforcement of the payment of principal of
or interest on any Note on or after the respective  due dates  expressed in such
Note and in this Indenture.

        Section 5.14 Waiver of Stay or Extension Laws. The Issuer  covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead or in any manner whatsoever, claim or take the benefit or advantage of,
any stay or extension  law  wherever  enacted,  now or at any time  hereafter in
force,  that may affect the covenants or the performance of this Indenture;  and
the Issuer (to the extent that it may  lawfully do so) hereby  expressly  waives
all  benefit  or  advantage  of any such law,  and  covenants  that it shall not
hinder,  delay or impede  the  execution  of any  power  herein  granted  to the
Indenture Trustee,  but will suffer and permit the execution of every such power
as though no such law had been enacted.

        Section 5.15  Sale of Trust Estate.
                      --------------------

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

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

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

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

                      (iii)  the  Indenture  Trustee  determines,  in  its  sole
        discretion,  that the  conditions  for retention of the Trust Estate set
        forth  in  Section  5.05  cannot  be  satisfied   (in  making  any  such


                                       33
<PAGE>

        determination,  the Indenture Trustee may rely and shall be protected in
        relying  in good faith  upon an  opinion  of an  Independent  investment
        banking firm  obtained and delivered as provided in Section  5.05),  and
        the  Enhancer  consents  to  such  Sale  (which  consent  shall  not  be
        unreasonably  withheld),  and the  Noteholders of Notes  representing at
        least 66 2/3% of the aggregate Note Balance of the Notes consent to such
        Sale.

The purchase by the Indenture  Trustee of all or any portion of the Trust Estate
at a private  Sale shall not be deemed a Sale or other  disposition  thereof for
purposes of this Section 5.15(b).

               (c)Unless the  Noteholders  and the Enhancer shall have otherwise
consented or directed the  Indenture  Trustee,  at any public Sale of all or any
portion of the Trust  Estate at which a minimum bid equal to or greater than the
amount  described in paragraph  (ii) of subsection  (b) of this Section 5.15 has
not been established by the Indenture Trustee and no Person bids an amount equal
to or greater than such amount,  then the Indenture  Trustee shall bid an amount
at least  $1.00 more than the highest  other bid,  which bid shall be subject to
the provisions of Section 5.15(d)(ii) herein.

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

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

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

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

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<PAGE>

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

                      (v) no  purchaser  or  transferee  at such a Sale shall be
        bound to ascertain the Indenture Trustee's  authority,  inquire into the
        satisfaction  of any conditions  precedent or see to the  application of
        any monies.

        Section 5.16 Action on Notes. The Indenture  Trustee's right to seek and
recover  judgment on the Notes or under this Indenture  shall not be affected by
the seeking,  obtaining or application of any other relief under or with respect
to this Indenture. Neither the lien of this Indenture nor any rights or remedies
of the Indenture Trustee or the Noteholders shall be impaired by the recovery of
any judgment by the Indenture  Trustee  against the Issuer or by the levy of any
execution  under such  judgment upon any portion of the Trust Estate or upon any
of the assets of the Issuer.  Any money or property  collected by the  Indenture
Trustee shall be applied in accordance with Section 5.04(b).

        Section 5.17  Performance and Enforcement of Certain Obligations.

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

                                       35
<PAGE>

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

                                   ARTICLE VI

                              The Indenture Trustee

        Section 6.01  Duties of Indenture Trustee.
                      ---------------------------

               (a)If an Event of Default shall have occurred and be  continuing,
the Indenture  Trustee shall exercise the rights and powers vested in it by this
Indenture  and use the same  degree  of care and  skill in their  exercise  as a
prudent Person would exercise or use under the  circumstances  in the conduct of
such Person's own affairs.

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

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

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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

        Section 6.02  Rights of Indenture Trustee.
                      ---------------------------

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

                                       37
<PAGE>

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

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

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

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

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

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

               (h)The Indenture Trustee shall be under no obligation to exercise
any of the  trusts or powers  vested in it by this  Agreement  or to  institute,
conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the  Enhancer or the  Noteholders,  pursuant to the
provisions of this Agreement,  unless the Enhancer or the Noteholders shall have
offered to the Indenture  Trustee  reasonable  security or indemnity against the
costs,  expenses  and  liabilities  which may be  incurred  therein or  thereby;
nothing  contained herein shall,  however,  relieve the Indenture Trustee of the


                                       38
<PAGE>

obligation, upon the occurrence of an Event of Default (which has not been cured
or  waived),  to  exercise  such of the rights  and powers  vested in it by this
Agreement,  and to use the same degree of care and skill in their  exercise as a
prudent investor would exercise or use under the circumstances in the conduct of
such investor's own affairs.

        Section 6.03  Individual  Rights of  Indenture  Trustee.  The  Indenture
Trustee in its  individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuer or its Affiliates  with the same
rights  it would  have if it were not  Indenture  Trustee.  Any Note  Registrar,
co-registrar or co-paying agent may do the same with like rights.  However,  the
Indenture Trustee must comply with Sections 6.11 and 6.12.

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

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

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

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


                                       39
<PAGE>

hereunder.  The Indenture  Trustee shall notify the Issuer promptly of any claim
for which it may seek indemnity.  Failure by the Indenture  Trustee to so notify
the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer
shall defend any such claim, and the Indenture Trustee may have separate counsel
and the Issuer  shall pay the fees and expenses of such  counsel.  The Issuer is
not obligated to reimburse any expense or indemnify against any loss,  liability
or expense incurred by the Indenture Trustee through the Indenture Trustee's own
willful misconduct, negligence or bad faith.

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

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

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

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

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

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

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

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

                                       40
<PAGE>

        If a successor  Indenture  Trustee  does not take office  within 60 days
after the retiring  Indenture  Trustee resigns or is removed,  then the retiring
Indenture Trustee, the Issuer or the Noteholders of a majority of aggregate Note
Balance of the Notes may petition any court of  competent  jurisdiction  for the
appointment of a successor Indenture Trustee.

        If the  Indenture  Trustee  fails  to  comply  with  Section  6.11,  any
Noteholder may petition any court of competent  jurisdiction  for the removal of
the Indenture Trustee and the appointment of a successor Indenture Trustee.

        Notwithstanding  the  replacement of the Indenture  Trustee  pursuant to
this Section, the Issuer's obligations under Section 6.07 shall continue for the
benefit of the retiring Indenture Trustee.

        Section 6.09  Successor  Indenture  Trustee by Merger.  If the Indenture
Trustee  consolidates  with,  merges  or  converts  into,  or  transfers  all or
substantially all its corporate trust business or assets to, another corporation
or banking association, then the resulting,  surviving or transferee corporation
without any further act shall be the successor Indenture Trustee; provided, that
such  corporation  or  banking  association  shall be  otherwise  qualified  and
eligible  under  Section 6.11.  The  Indenture  Trustee shall provide the Rating
Agencies with written notice of any such transaction occurring after the Closing
Date.

        If at  the  time  of  any  such  succession  by  merger,  conversion  or
consolidation, any of the Notes shall have been authenticated but not delivered,
then any such  successor to the Indenture  Trustee may adopt the  certificate of
authentication   of  any  predecessor   trustee,   and  deliver  such  Notes  so
authenticated.   If  at  such  time  any  of  the  Notes  shall  not  have  been
authenticated,  any successor to the  Indenture  Trustee may  authenticate  such
Notes  either  in the name of any  predecessor  hereunder  or in the name of the
successor to the Indenture  Trustee;  and in all such cases,  such  certificates
shall have the full force that it is anywhere in the Notes or in this  Indenture
provided that the certificate of the Indenture Trustee shall have.

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

               (a)Notwithstanding any other provisions of this Indenture, at any
time, for the purpose of meeting any legal  requirement of any  jurisdiction  in
which any part of the Trust  Estate may at such time be located,  the  Indenture
Trustee  shall have the power and may execute and  deliver  all  instruments  to
appoint one or more Persons to act as a co-trustee or  co-trustees,  or separate
trustee or separate  trustees,  of all or any part of the Issuer, and to vest in
such Person or Persons, in such capacity and for the benefit of the Noteholders,
such title to the Trust Estate,  or any part thereof,  and, subject to the other
provisions of this Section, such powers, duties, obligations,  rights and trusts
as the Indenture Trustee may consider  necessary or desirable.  No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility as
a successor  trustee  under Section 6.11,  and no notice to  Noteholders  of the
appointment  of any  co-trustee  or separate  trustee  shall be  required  under
Section 6.08 hereof.

                                       41
<PAGE>

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

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

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

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

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

               (d)Any separate  trustee or co-trustee may at any time constitute
the  Indenture  Trustee,  its  agent or  attorney-in-fact  with  full  power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Indenture on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting,  resign or be removed,  all
of its  estates,  properties,  rights,  remedies and trusts shall vest in and be
exercised by the Indenture Trustee,  to the extent permitted by law, without the
appointment of a new or successor trustee.

        Section 6.11 Eligibility;  Disqualification. The Indenture Trustee shall
at all times satisfy the requirements of TIA ss. 310(a).  The Indenture  Trustee
shall have a combined  capital and surplus of at least  $50,000,000 as set forth


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<PAGE>

in its most recent  published  annual  report of condition  and it or its parent
shall have a  long-term  debt rating of A or better by  Moody's.  The  Indenture
Trustee  shall comply with TIA ss.  310(b),  including  the  optional  provision
permitted by the second sentence of TIA ss. 310(b)(9);  provided,  however, that
there shall be excluded from the operation of TIA ss. 310(b)(1) any indenture or
indentures  under which other  securities of the Issuer are  outstanding  if the
requirements for such exclusion set forth in TIA ss. 310(b)(1) are met.

        Section 6.12  Preferential  Collection  of Claims  Against  Issuer.  The
Indenture  Trustee  shall  comply with TIA ss.  311(a),  excluding  any creditor
relationship listed in TIA ss. 311(b). An Indenture Trustee that has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated.

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

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

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

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

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

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

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

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

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

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<PAGE>

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

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

                                   ARTICLE VII

                         Noteholders' Lists and Reports

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

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

      Section 7.02  Preservation of Information; Communications to Noteholders.

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

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

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

        Section 7.03  Reports by Issuer.

               (a)The Issuer shall:

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

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<PAGE>

                      (ii) file with the Indenture  Trustee and the  Commission,
        in accordance with rules and regulations prescribed from time to time by
        the Commission, such additional information,  documents and reports with
        respect to compliance by the Issuer with the conditions and covenants of
        this  Indenture  as may be required  from time to time by such rules and
        regulations; and

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

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

        Section  7.04  Reports by  Indenture  Trustee.  If  required  by TIA ss.
313(a), within 60 days after each January 1, beginning with January 1, 2003, the
Indenture Trustee shall make available to each Noteholder as required by TIA ss.
313(c) and to the Enhancer a brief  report  dated as of such date that  complies
with TIA ss.  313(a).  The  Indenture  Trustee  also shall  comply  with TIA ss.
313(b).

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

                                  ARTICLE VIII

                      Accounts, Disbursements and Releases

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

        Section 8.02  Trust Accounts.

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


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<PAGE>

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

               (b)All  monies  deposited  from time to time in the Note  Payment
Account pursuant to the Servicing Agreement and all deposits therein pursuant to
this Indenture are for the benefit of the Noteholders and the Certificate Paying
Agent, on behalf of the  Certificateholders,  and all investments made with such
monies,  including all income or other gain from such  investments,  are for the
benefit of the Servicer as provided in Section 5.01 of the Servicing Agreement.

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

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

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

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



                                       46
<PAGE>

        Section 8.05  Release of Trust Estate.

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

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

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

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

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

                                   ARTICLE IX

                             Supplemental Indentures

        Section 9.01  Supplemental Indentures Without Consent of Noteholders.

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

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


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<PAGE>

        required to be subjected to the lien of this Indenture, or to subject to
        the lien of this Indenture additional property;

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

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

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

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

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

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

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

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

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

               (b)The Issuer and the Indenture  Trustee,  when  authorized by an
Issuer Request, may, without the consent of any Noteholder but with prior notice
to the Rating  Agencies and the Enhancer,  enter into an indenture or indentures
supplemental  hereto for the purpose of adding any provisions to, or changing in
any  manner or  eliminating  any of the  provisions  of,  this  Indenture  or of


                                       48
<PAGE>

modifying  in any  manner the rights of the  Noteholders  under this  Indenture;
provided,  however,  that such action  shall not, as  evidenced by an Opinion of
Counsel,  (i)  adversely  affect in any  material  respect the  interests of any
Noteholder  or the  Enhancer or (ii) cause the Issuer to be subject to an entity
level tax.

        Section 9.02  Supplemental  Indentures With Consent of Noteholders.  The
Issuer and the Indenture  Trustee,  when authorized by an Issuer  Request,  may,
with prior  notice to the Rating  Agencies  and with the consent of the Enhancer
and the  Noteholders  of not less than a majority  of the Note  Balances of each
Class of Notes affected thereby,  by Act (as defined in Section 10.03 hereof) of
such Noteholders  delivered to the Issuer and the Indenture Trustee,  enter into
an indenture  or  indentures  supplemental  hereto for the purpose of adding any
provisions  to, or changing in any manner or  eliminating  any of the provisions
of, this  Indenture or of modifying in any manner the rights of the  Noteholders
under this Indenture;  provided,  however,  that no such supplemental  indenture
shall, without the consent of the Noteholder of each Note affected thereby:

               (a)change the date of payment of any  installment of principal of
or interest on any Note, or reduce the principal amount thereof or the Note Rate
thereon,  change the provisions of this Indenture relating to the application of
collections  on, or the  proceeds of the sale of, the Trust Estate to payment of
principal of or interest on the Notes,  or change any place of payment where, or
the coin or currency in which, any Note or the interest  thereon is payable,  or
impair the right to institute suit for the enforcement of the provisions of this
Indenture requiring the application of funds available therefor,  as provided in
Article V, to the  payment  of any such  amount due on the Notes on or after the
respective due dates thereof;

               (b)reduce  the  percentage  of the Note  Balances of any Class of
Notes,  the  consent  of the  Noteholders  of  which  is  required  for any such
supplemental  indenture,  or the consent of the Noteholders of which is required
for any waiver of  compliance  with  certain  provisions  of this  Indenture  or
certain  defaults  hereunder  and  their  consequences   provided  for  in  this
Indenture;

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

               (d)reduce the  percentage  of the  aggregate  Note Balance of the
Notes  required to direct the Indenture  Trustee to direct the Issuer to sell or
liquidate the Trust Estate pursuant to Section 5.04;

               (e)modify  any  provision of this Section 9.02 except to increase
any percentage specified herein or to provide that certain additional provisions
of this  Indenture  or the other  Basic  Documents  cannot be modified or waived
without the consent of the Noteholder of each Note affected thereby;

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

               (g)permit  the  creation  of any  lien  ranking  prior to or on a
parity  with the lien of this  Indenture  with  respect to any part of the Trust
Estate or, except as otherwise permitted or contemplated  herein,  terminate the
lien of this Indenture on any property at any time subject hereto or deprive the


                                       49
<PAGE>

Noteholder of any Note of the security  provided by the lien of this  Indenture;
and provided further,  that such action shall not, as evidenced by an Opinion of
Counsel, cause the Issuer to be subject to an entity level tax.

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

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

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

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

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

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

        Section  9.06  Reference  in Notes  to  Supplemental  Indentures.  Notes
authenticated  and delivered after the execution of any  supplemental  indenture
pursuant  to this  Article IX may,  and if required  by the  Indenture  Trustee,


                                       50
<PAGE>

shall,  bear a notation  in form  approved  by the  Indenture  Trustee as to any
matter  provided  for in  such  supplemental  indenture.  If the  Issuer  or the
Indenture  Trustee shall so determine,  new Notes so modified as to conform,  in
the opinion of the Indenture  Trustee and the Issuer,  to any such  supplemental
indenture  may be  prepared  and  executed by the Issuer and  authenticated  and
delivered by the Indenture Trustee in exchange for Outstanding Notes.

                                    ARTICLE X

                                  Miscellaneous

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

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

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

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

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

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

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

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

               (b)(i) Prior to the deposit of any  Collateral or other  property
or securities  with the  Indenture  Trustee that is to be made the basis for the
release of any property or securities subject to the lien of this Indenture, the


                                       51
<PAGE>

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

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

                      (iii)  Whenever  any  property  or  securities  are  to be
        released  from the lien of this  Indenture,  the Issuer shall furnish to
        the Indenture Trustee an Officer's Certificate certifying or stating the
        opinion of each person  signing  such  certificate  as to the fair value
        (within 90 days of such release) of the property or securities  proposed
        to be  released  and  stating  that in the  opinion  of such  person the
        proposed  release will not impair the security  under this  Indenture in
        contravention of the provisions hereof.

                      (iv)  Whenever  the Issuer is  required  to furnish to the
        Indenture  Trustee an Officer's  Certificate  certifying  or stating the
        opinion of any  signer  thereof as to the  matters  described  in clause
        (iii) above,  the Issuer shall also furnish to the Indenture  Trustee an
        Independent  Certificate as to the same matters if the fair value of the
        property or securities and of all other property, other than property as
        contemplated by clause (v) below or securities released from the lien of
        this Indenture since the commencement of the then-current calendar year,
        as set forth in the certificates required by clause (iii) above and this
        clause  (iv),  equals 10% or more of the  aggregate  Note Balance of the
        Notes,  but such  certificate  need not be  furnished in the case of any
        release of property or securities if the fair value thereof as set forth
        in the related  Officer's  Certificate is less than $25,000 or less than
        one percent of the aggregate Note Balance of the Notes.

                      (v) Notwithstanding  any provision of this Indenture,  the
        Issuer  may,  without  compliance  with the  requirements  of the  other
        provisions of this Section  10.01,  (A) collect upon,  sell or otherwise
        dispose of the Mortgage Loans as and to the extent permitted or required
        by the Basic Documents or (B) make cash payments out of the Note Payment
        Account  as  and  to the  extent  permitted  or  required  by the  Basic
        Documents,  so long as the Issuer shall deliver to the Indenture Trustee


                                       52
<PAGE>

        every six months, commencing December 31, 2002, an Officer's Certificate
        of the Issuer stating that all the dispositions of Collateral  described
        in clauses  (A) or (B) above that  occurred  during  the  preceding  six
        calendar  months (or such longer  period,  in the case of the first such
        Officer's  Certificate)  were in the  ordinary  course  of the  Issuer's
        business and that the proceeds  thereof were applied in accordance  with
        the Basic Documents.

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

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

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

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

        Whenever  in this  Indenture,  in  connection  with any  application  or
certificate or report to the Indenture  Trustee,  it is provided that the Issuer
shall  deliver any document as a condition of the granting of such  application,
or as evidence of the Issuer's  compliance with any term hereof,  it is intended
that the truth and accuracy,  at the time of the granting of such application or
at the effective date of such certificate or report (as the case may be), of the
facts and  opinions  stated in such  document  shall in such case be  conditions
precedent to the right of the Issuer to have such application  granted or to the
sufficiency of such certificate or report. The foregoing shall not, however,  be
construed  to affect the  Indenture  Trustee's  right to rely upon the truth and
accuracy of any statement or opinion  contained in any such document as provided
in Article VI.

        Section 10.03 Acts of Noteholders.
                      -------------------

               (a)Any  request,  demand,   authorization,   direction,   notice,
consent,  waiver or other action provided by this Indenture to be given or taken
by  Noteholders  may be embodied in and evidenced by one or more  instruments of
substantially  similar tenor signed by such  Noteholders  in person or by agents
duly appointed in writing;  and except as herein  otherwise  expressly  provided
such action shall become  effective  when such  instrument  or  instruments  are
delivered to the Indenture Trustee,  and, where it is hereby expressly required,
to the Issuer.  Such instrument or instruments  (and the action embodied therein


                                       53
<PAGE>

and  evidenced  thereby)  are herein  sometimes  referred to as the "Act" of the
Noteholders  signing such instrument or  instruments.  Proof of execution of any
such  instrument or of a writing  appointing  any such agent shall be sufficient
for any purpose of this  Indenture and (subject to Section  6.01)  conclusive in
favor of the Indenture Trustee and the Issuer, if made in the manner provided in
this Section 10.03.

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

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

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

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

               (a)the Indenture Trustee by any Noteholder or by the Issuer shall
be sufficient for every purpose hereunder if made, given,  furnished or filed in
writing to or with the Indenture  Trustee at its  Corporate  Trust Office with a
copy to (i) prior to May 6, 2002, Wells Fargo Bank Minnesota,  11000 Broken Land
Parkway,  Columbia,  Maryland,  Attention:  Corporate  Trust  Services  -- GMACM
2002-HE1 and (ii) as of May 6, 2002, 9062 Old Annapolis Road, Columbia, Maryland
21045-1951,  Attention:  Corporate  Trust  Services  - GMACM  --  2002-HE1.  The
Indenture  Trustee shall  promptly  transmit any notice  received by it from the
Noteholders to the Issuer,

               (b)the Issuer by the Indenture Trustee or by any Noteholder shall
be sufficient for every purpose hereunder if in writing and mailed  first-class,
postage  prepaid to the  Issuer  addressed  to:  GMACM  Home  Equity  Loan Trust
2002-HE1,  in care of the  Owner  Trustee,  or at any other  address  previously
furnished in writing to the  Indenture  Trustee by the Issuer.  The Issuer shall
promptly  transmit  any  notice  received  by it  from  the  Noteholders  to the
Indenture Trustee, or

               (c)the  Enhancer by the Issuer,  the Indenture  Trustee or by any
Noteholders  shall be sufficient  for every purpose  hereunder to in writing and
mailed,  first-class postage pre-paid, or personally delivered or telecopied to:
Financial Guaranty Insurance Company, 125 Park Avenue, New York, New York 10017,
Attention: Research and Risk Management (GMACM Home Equity Loan Trust 2002-HE1),
telecopier  number (212)  312-3215.  The Enhancer  shall  promptly  transmit any
notice received by it from the Issuer,  the Indenture Trustee or the Noteholders
to the Issuer or Indenture Trustee, as the case may be.

                                       54
<PAGE>

        Notices  required to be given to the Rating Agencies by the Issuer,  the
Indenture Trustee or the Owner Trustee shall be in writing, personally delivered
or mailed by certified  mail,  return receipt  requested,  to (i) in the case of
Fitch,  at the following  address:  Fitch Ratings,  One State Street Plaza,  New
York, New York 10004, Attention: Residential Mortgage Group, (ii) in the case of
Moody's,  at  the  following  address:  Moody's  Investors  Service,  Inc.,  ABS
Monitoring  Department,  99 Church Street, New York, New York 10007 and (iii) in
the case of Standard & Poor's, at the following  address:  Standard & Poor's, 26
Broadway,  15th  Floor,  New  York,  New York  10004,  Attention:  Asset  Backed
Surveillance Department;  or, as to each of the foregoing Persons, at such other
address as shall be designated by written notice to the other foregoing Persons.
        Section  10.05  Notices to  Noteholders;  Waiver.  Where this  Indenture
provides  for  notice  to  Noteholders  of  any  event,  such  notice  shall  be
sufficiently  given (unless  otherwise herein expressly  provided) if in writing
and mailed,  first-class,  postage prepaid to each  Noteholder  affected by such
event,  at such Person's  address as it appears on the Note Register,  not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Noteholders is given by mail,
neither  the  failure to mail such notice nor any defect in any notice so mailed
to any particular  Noteholder  shall affect the  sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner herein
provided shall  conclusively  be presumed to have been duly given  regardless of
whether such notice is in fact actually received.

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

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

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

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

                                       55
<PAGE>

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

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

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

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

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

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

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

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

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

        Section 10.15  Recording of Indenture.  If this  Indenture is subject to
recording in any appropriate public recording  offices,  such recording is to be
effected by the Issuer and at its expense  accompanied  by an Opinion of Counsel
(which counsel shall be reasonably  acceptable to the Indenture  Trustee) to the
effect  that such  recording  is  necessary  either  for the  protection  of the
Noteholders or any other Person secured  hereunder or for the enforcement of any
right or remedy granted to the Indenture Trustee under this Indenture.

                                       56
<PAGE>

        Section 10.16 Issuer Obligation.  No recourse may be taken,  directly or
indirectly,  with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under this Indenture or any certificate or
other  writing  delivered in connection  herewith or therewith,  against (i) the
Indenture  Trustee or the Owner  Trustee in its  individual  capacity,  (ii) any
owner of a  beneficial  interest  in the  Issuer  or (iii) any  partner,  owner,
beneficiary,  agent,  officer,  director,  employee  or agent  of the  Indenture
Trustee  or the  Owner  Trustee  in its  individual  capacity,  any  holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or
of any successor or assign of the Indenture  Trustee or the Owner Trustee in its
individual  capacity,  except as any such Person may have  expressly  agreed (it
being  understood that the Indenture  Trustee and the Owner Trustee have no such
obligations in their respective individual capacities), and except that any such
partner,  owner or beneficiary  shall be fully liable, to the extent provided by
applicable  law,  for  any  unpaid   consideration  for  stock,  unpaid  capital
contribution or failure to pay any installment or call owing to such entity. For
all purposes of this Indenture,  in the performance of any duties or obligations
of the Issuer hereunder,  the Owner Trustee shall be subject to, and entitled to
the  benefits of, the terms and  provisions  of Articles VI, VII and VIII of the
Trust Agreement.

        Section 10.17 No Petition.  The Indenture Trustee, by entering into this
Indenture, and each Noteholder, by its acceptance of a Note, hereby covenant and
agree that they will not at any time  institute  against  the  Depositor  or the
Issuer,  or join in any institution  against the Depositor or the Issuer of, any
bankruptcy, reorganization,  arrangement, insolvency or liquidation proceedings,
or other  proceedings  under any United  States  federal or state  bankruptcy or
similar law in  connection  with any  obligations  relating  to the Notes,  this
Indenture or any of the other Basic Documents.

        Section 10.18  Inspection.  The Issuer agrees that, on reasonable  prior
notice, it shall permit any representative of the Indenture Trustee,  during the
Issuer's normal  business  hours, to examine all the books of account,  records,
reports and other papers of the Issuer,  to make copies and extracts  therefrom,
to cause such books to be audited by Independent  certified public  accountants,
and to discuss the Issuer's  affairs,  finances  and accounts  with the Issuer's
officers,  employees, and Independent certified public accountants,  all at such
reasonable  times and as often as may be  reasonably  requested.  The  Indenture
Trustee shall and shall cause its representatives to hold in confidence all such
information  except to the extent  disclosure  may be  required  by law (and all
reasonable applications for confidential treatment are unavailing) and except to
the  extent  that the  Indenture  Trustee  may  reasonably  determine  that such
disclosure is consistent with its obligations hereunder.


                                       57
<PAGE>

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


                             GMACM HOME EQUITY LOAN TRUST 2002-HE1, as Issuer



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



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



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



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

WELLS FARGO BANK MINNESOTA, N.A.
hereby accepts the appointment as Paying
Agent pursuant to Section 3.03 hereof
and as Note Registrar pursuant to Section
4.02 hereof.


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

Signatures and Seals


                                       58
<PAGE>


STATE OF _Delaware______     )
                                    )       ss.:
COUNTY OF _New Castle__      )

        On this 19th day of March, 2002, before me personally  appeared Patricia
A.  Evans,  to me known,  who being by me duly sworn,  did depose and say,  that
he/she  resides in Newark DE , that he/she is the  Assistant  Vice  President of
Wilmington Trust Company, the Owner Trustee,  one of the corporations  described
in and which executed the above  instrument;  that he/she knows the seal of said
corporation;  that the seal affixed to said  instrument is such corporate  seal;
that it was so affixed by order of the Board of Directors  of said  corporation;
and that he/she signed his/her name thereto by like order.


                /s/ Janel R. Havrilla
---------------------------------------------------
               Notary Public

Acknowledgements



<PAGE>


STATE OF       Maryland             )
                                    ) ss.:
COUNTY OF          Howard           )

        On this ___ day of March,  2002, before me personally  appeared Peter A.
Gobell, to me known, who being by me duly sworn, did depose and say, that he/she
resides at  Columbia,  MD;  that he/she is the  ___VP______  of Wells Fargo Bank
Minnesota,  N.A., as Indenture Trustee, one of the corporations described in and
which  executed  the  above  instrument;  that  he/she  knows  the  seal of said
corporation;  that the seal affixed to said  instrument is such corporate  seal;
that it was so affixed by order of the Board of Directors  of said  corporation;
and that he/she signed his/her name thereto by like order.


/s/ Lisa C. Carr
---------------------------------------------------
               Notary Public

NOTORIAL SEAL

<PAGE>


                                   EXHIBIT A-1
                                  FORM OF NOTES

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

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

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

                      GMACM HOME EQUITY LOAN TRUST 2002-HE1

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

Registered                                      Initial Note Balance:
                                                $100,000,000

No. A-1-1                                       Note Rate:  Variable

                                                CUSIP NO. 361856 BT 3

        GMACM Home Equity Loan Trust  2002-HE1,  a business trust duly organized
and existing under the laws of the State of Delaware  (herein referred to as the
"Issuer"),  for  value  received,  hereby  promises  to pay to Cede & Co. or its
registered   assigns,   the  principal  sum  of  one  hundred   million  dollars
($100,000,000),  payable on each Payment Date in an amount equal to the pro rata
portion  allocable hereto (based on the Initial Note Balance specified above and
the Initial Note  Balance of all Class A-1 Notes) of the  aggregate  amount,  if
any,  payable from the Note Payment Account in respect of principal of the Class
A-1 Notes (the "Notes")  pursuant to Section 3.05 of the  indenture  dated as of
March 27,  2002 (the  "Indenture"),  between  the  Issuer  and Wells  Fargo Bank
Minnesota,  N.A.,  as indenture  trustee (the  "Indenture  Trustee");  provided,
however,  that the entire unpaid  principal amount of this Note shall be due and
payable on the Payment Date in January 2029, to the extent not  previously  paid
on a prior  Payment Date.  Capitalized  terms used herein that are not otherwise
defined shall have the meanings ascribed thereto in Appendix A to the Indenture.
<PAGE>

        Interest on the Notes will be paid  monthly on each  Payment Date at the
Note Rate for the related Interest Period subject to limitations that may result
in Interest  Shortfalls (as further  described in the Indenture).  The Note Rate
for each Interest Period will be a floating rate equal to the least of (i) LIBOR
plus 0.22% per annum (or, for each Interest  Period  beginning after any Payment
Date on which  the  aggregate  Note  Balance  is less  than  10% of the  initial
aggregate Note Balance,  LIBOR plus 0.44% per annum),  (ii) the Net WAC Rate and
(iii)  15.25% per  annum.  LIBOR for each  applicable  Interest  Period  will be
determined  on the second  LIBOR  Business  Day  immediately  preceding  (i) the
Closing Date in the case of the first Interest  Period and (ii) the first day of
each  succeeding  Interest  Period by the Indenture  Trustee as set forth in the
Indenture.  "Net WAC Rate" means with  respect to any Payment  Date, a per annum
rate equal to the weighted  average of the Net Loan Rates of the Mortgage  Loans
as of the first day of the month  preceding the month in which such Payment Date
occurs,  and weighted on the basis of the respective  Principal Balances of such
Mortgage Loans as of the first day of the related Collection  Period.  "Net Loan
Rate" means with  respect to any Payment Date and any  Mortgage  Loan,  the Loan
Rate of that  Mortgage  Loan as of the first day of the calendar  month in which
the related Interest Period begins, net of the Servicing Fee Rate and, beginning
on the  thirteenth  Payment  Date,  0.50%  (50  basis  points),  adjusted  to an
effective  rate  reflecting  the methods by which  interest is calculated on the
related  Classes of Notes during such Interest  Period.  All  determinations  of
LIBOR by the  Indenture  Trustee  shall,  in the absence of manifest  error,  be
conclusive  for all purposes,  and each holder of this Note,  by accepting  this
Note,  agrees  to be bound by such  determination.  Interest  on this  Note will
accrue for each Payment Date from the most recent Payment Date on which interest
has been paid (in the case of the first Payment Date,  from the Closing Date) to
but excluding  such Payment Date.  Interest will be computed on the basis of the
actual number of days in each  Interest  Period and a year assumed to consist of
360 days.  Principal  of and  interest  on this Note shall be paid in the manner
specified on the reverse hereof.

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

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

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

        This  Note is one of a duly  authorized  issue of  Notes of the  Issuer,
designated  as its GMACM Home Equity  Loan-Backed  Notes,  Series  2002-HE1 (the
"Series 2002-HE1 Notes"), all issued under the Indenture, to which Indenture and
all indentures  supplemental thereto reference is hereby made for a statement of
the respective  rights and obligations  thereunder of the Issuer,  the Indenture
Trustee and the Noteholders of the Series  2002-HE1  Notes.  The Series 2002-HE1
Notes are subject to all terms of the Indenture.
<PAGE>

        The Series  2002-HE1  Notes (the  "Notes")  are and will be equally  and
ratably  secured by the collateral  pledged as security  therefor as provided in
the Indenture.

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

        Principal  of and  interest on this Note will be payable on each Payment
Date,  commencing  on April 25, 2002,  as described in the  Indenture.  "Payment
Date" means the  twenty-fifth  day of each month,  or, if any such date is not a
Business Day, then the next succeeding Business Day.

        The entire unpaid principal amount of this Note shall be due and payable
in full on the Payment Date in January 2029  pursuant to the  Indenture,  to the
extent  not  previously  paid  on a  prior  Payment  Date.  Notwithstanding  the
foregoing,  if an Event of Default shall have occurred and be  continuing,  then
the Indenture Trustee, the Enhancer or the Noteholders of Notes representing not
less than a majority  of the  aggregate  Note  Balance  of the  Notes,  with the
consent of the Enhancer, may declare the Notes to be immediately due and payable
in the manner provided in Section 5.02 of the Indenture.  All principal payments
on the  Notes  shall  be made  pro rata to the  Noteholders  of  Notes  entitled
thereto.

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

        As provided in the  Indenture  and  subject to certain  limitations  set
forth therein,  the transfer of this Note may be registered on the Note Register
upon surrender of this Note for  registration of transfer at the Corporate Trust
Office of the Indenture  Trustee,  duly endorsed by, or accompanied by a written
instrument  of transfer  in form  satisfactory  to the  Indenture  Trustee  duly
executed by, the Noteholder hereof or such Noteholder's attorney duly authorized

<PAGE>

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

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

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

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

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

        The Indenture permits,  with certain  exceptions  therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Issuer and the Indenture Trustee and the rights of the Noteholders of the Series
2002-HE1  Notes under the  Indenture at any time by the Issuer and the Indenture
Trustee  with  the  consent  of  the  Enhancer  and  the  Noteholders  of  Notes
representing  a  majority  of the  aggregate  Note  Balance  of the  Notes  then
Outstanding  and with prior notice to the Rating  Agencies.  The Indenture  also
contains provisions  permitting the Noteholders of Notes representing  specified
percentages of the Note Balances of the Series  2002-HE1 Notes, on behalf of the
Noteholders of all Series 2002-HE1 Notes, to waive compliance by the Issuer with
certain  provisions  of the  Indenture  and  certain  past  defaults  under  the
Indenture and their  consequences.  Any such consent or waiver by the Noteholder
of this Note (or any one of more  predecessor  Notes)  shall be  conclusive  and
binding upon such Noteholder and upon all future Noteholders of this Note and of
any Note issued upon the  registration  of transfer hereof or in exchange hereof
or in lieu hereof whether or not notation of such consent or waiver is made upon
this Note.  The Indenture  also permits the Issuer and the Indenture  Trustee to
amend or waive certain terms and conditions  set forth in the Indenture  without
the consent of  Noteholders of the Series  2002-HE1 Notes issued  thereunder but
with prior notice to the Rating Agencies and the Enhancer.

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

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

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

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

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

        Anything  herein to the  contrary  notwithstanding,  except as expressly
provided  in the  Basic  Documents,  none of  Wilmington  Trust  Company  in its
individual  capacity,  Wells  Fargo  Bank  Minnesota,  N.A.  in  its  individual
capacity,  any owner of a  beneficial  interest in the  Issuer,  or any of their
respective partners,  beneficiaries,  agents, officers, directors,  employees or

<PAGE>

successors or assigns shall be personally  liable for, nor shall recourse be had
to any of them for,  the payment of principal of or interest on this Note or the
performance of, or the failure to perform, any of the covenants,  obligations or
indemnifications contained in the Indenture. The Noteholder of this Note, by its
acceptance  hereof,  agrees  that,  except as  expressly  provided  in the Basic
Documents,  in the  case of an  Event  of  Default  under  the  Indenture,  such
Noteholder  shall have no claim against any of the foregoing for any deficiency,
loss or claim therefrom;  provided, however, that nothing contained herein shall
be taken to prevent  recourse  to, and  enforcement  against,  the assets of the
Issuer for any and all liabilities,  obligations and  undertakings  contained in
the Indenture or in this Note.

        The Servicer shall have the right to purchase from the Issuer all of the
Mortgage  Loans and related REO  Property if the  aggregate  Note Balance of the
Notes as of any Payment Date is less than 10% of the  aggregate  Note Balance of
the Notes as of the Closing Date,  (provided that a draw on the Policy would not
occur as a result of such purchase and provided  further that the purchase price
will provide  sufficient  funds to pay the outstanding  Note Balance and accrued
and unpaid  interest on the Notes to the Payment  Date on which such amounts are
to be  distributed  to the  Securityholders),  at a price  equal  to 100% of the
aggregate unpaid Principal  Balance of all such remaining  Mortgage Loans,  plus
accrued and unpaid  interest  thereon at the weighted  average of the Loan Rates
thereon up to the date  preceding  the Payment Date on which such amounts are to
be distributed to the Securityholders (and in the case of REO Property, the fair
market  value  of the REO  Property),  plus  any  amounts  due and  owing to the
Enhancer  under the  Insurance  Agreement  related to the Mortgage  Loans or the
Notes (and any unpaid  Servicing  Fee  relating to the  Mortgage  Loans shall be
deemed to have been paid at such time), plus any Interest Shortfall and interest
owed thereon to the Noteholders.



<PAGE>


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




                          GMACM HOME EQUITY LOAN TRUST 2002-HE1



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

Dated:  March 27, 2002

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





                          CERTIFICATE OF AUTHENTICATION

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



                            Wells Fargo Bank Minnesota, N.A.,
                            not in its individual capacity but solely as
                            Indenture Trustee

Dated: March 27, 2002

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



<PAGE>



                                   ASSIGNMENT

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

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

_____________________________________
 (name and address of assignee)

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

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

                                             ___________________________  */

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




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

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

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


                            GMACM HOME EQUITY LOAN TRUST 2002-HE1


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

Registered                                     Initial Note Balance:
                                               $300,000,000

No. A-2-1                                      Note Rate:  Variable

                                               CUSIP NO. 361856 BU 0

        GMACM Home Equity Loan Trust  2002-HE1,  a business trust duly organized
and existing under the laws of the State of Delaware  (herein referred to as the
"Issuer"),  for  value  received,  hereby  promises  to pay to Cede & Co. or its
registered  assigns,   the  principal  sum  of  three  hundred  million  dollars
($300,000,000),  payable on each Payment Date in an amount equal to the pro rata
portion  allocable hereto (based on the Initial Note Balance specified above and
the Initial Note  Balance of all Class A-2 Notes) of the  aggregate  amount,  if
any,  payable from the Note Payment Account in respect of principal of the Class
A-2 Notes (the "Notes")  pursuant to Section 3.05 of the  indenture  dated as of
March 27,  2002 (the  "Indenture"),  between  the  Issuer  and Wells  Fargo Bank
Minnesota,  N.A.,  as indenture  trustee (the  "Indenture  Trustee");  provided,
however,  that the entire unpaid  principal amount of this Note shall be due and
payable on the Payment Date in January 2029, to the extent not  previously  paid
on a prior  Payment Date.  Capitalized  terms used herein that are not otherwise
defined shall have the meanings ascribed thereto in Appendix A to the Indenture.
<PAGE>

        Interest on the Notes will be paid  monthly on each  Payment Date at the
Note Rate for the related Interest Period subject to limitations that may result
in Interest  Shortfalls (as further  described in the Indenture).  The Note Rate
for each Interest Period will be a floating rate equal to the least of (i) LIBOR
plus 0.24% per annum (or, for each Interest  Period  beginning after any Payment
Date on which  the  aggregate  Note  Balance  is less  than  10% of the  initial
aggregate Note Balance,  LIBOR plus 0.48% per annum),  (ii) the Net WAC Rate and
(iii)  13.00% per  annum.  LIBOR for each  applicable  Interest  Period  will be
determined  on the second  LIBOR  Business  Day  immediately  preceding  (i) the
Closing Date in the case of the first Interest  Period and (ii) the first day of
each  succeeding  Interest  Period by the Indenture  Trustee as set forth in the
Indenture.  "Net WAC Rate" means with  respect to any Payment  Date, a per annum
rate equal to the weighted  average of the Net Loan Rates of the Mortgage  Loans
as of the first day of the month  preceding the month in which such Payment Date
occurs,  and weighted on the basis of the respective  Principal Balances of such
Mortgage Loans as of the first day of the related Collection  Period.  "Net Loan
Rate" means with  respect to any Payment Date and any  Mortgage  Loan,  the Loan
Rate of that  Mortgage  Loan as of the first day of the calendar  month in which
the related Interest Period begins, net of the Servicing Fee Rate and, beginning
on the  thirteenth  Payment  Date,  0.50%  (50  basis  points),  adjusted  to an
effective  rate  reflecting  the methods by which  interest is calculated on the
related  Classes of Notes during such Interest  Period.  All  determinations  of
LIBOR by the  Indenture  Trustee  shall,  in the absence of manifest  error,  be
conclusive  for all purposes,  and each holder of this Note,  by accepting  this
Note,  agrees  to be bound by such  determination.  Interest  on this  Note will
accrue for each Payment Date from the most recent Payment Date on which interest
has been paid (in the case of the first Payment Date,  from the Closing Date) to
but excluding  such Payment Date.  Interest will be computed on the basis of the
actual number of days in each  Interest  Period and a year assumed to consist of
360 days.  Principal  of and  interest  on this Note shall be paid in the manner
specified on the reverse hereof.

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

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

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

        This  Note is one of a duly  authorized  issue of  Notes of the  Issuer,
designated  as its GMACM Home Equity  Loan-Backed  Notes,  Series  2002-HE1 (the
"Series 2002-HE1 Notes"), all issued under the Indenture, to which Indenture and
all indentures  supplemental thereto reference is hereby made for a statement of
the respective  rights and obligations  thereunder of the Issuer,  the Indenture
Trustee and the Noteholders of the Series  2002-HE1  Notes.  The Series 2002-HE1
Notes are subject to all terms of the Indenture.
<PAGE>

        The Series  2002-HE1  Notes (the  "Notes")  are and will be equally  and
ratably  secured by the collateral  pledged as security  therefor as provided in
the Indenture.

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

        Principal  of and  interest on this Note will be payable on each Payment
Date,  commencing  on April 25, 2002,  as described in the  Indenture.  "Payment
Date" means the  twenty-fifth  day of each month,  or, if any such date is not a
Business Day, then the next succeeding Business Day.

        The entire unpaid principal amount of this Note shall be due and payable
in full on the Payment Date in January 2029  pursuant to the  Indenture,  to the
extent  not  previously  paid  on a  prior  Payment  Date.  Notwithstanding  the
foregoing,  if an Event of Default shall have occurred and be  continuing,  then
the Indenture Trustee, the Enhancer or the Noteholders of Notes representing not
less than a majority  of the  aggregate  Note  Balance  of the  Notes,  with the
consent of the Enhancer, may declare the Notes to be immediately due and payable
in the manner provided in Section 5.02 of the Indenture.  All principal payments
on the  Notes  shall  be made  pro rata to the  Noteholders  of  Notes  entitled
thereto.

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

        As provided in the  Indenture  and  subject to certain  limitations  set
forth therein,  the transfer of this Note may be registered on the Note Register
upon surrender of this Note for  registration of transfer at the Corporate Trust
Office of the Indenture  Trustee,  duly endorsed by, or accompanied by a written
instrument  of transfer  in form  satisfactory  to the  Indenture  Trustee  duly
executed by, the Noteholder hereof or such Noteholder's attorney duly authorized

<PAGE>

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

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

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

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

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

        The Indenture permits,  with certain  exceptions  therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Issuer and the Indenture Trustee and the rights of the Noteholders of the Series
2002-HE1  Notes under the  Indenture at any time by the Issuer and the Indenture
Trustee  with  the  consent  of  the  Enhancer  and  the  Noteholders  of  Notes
representing  a  majority  of the  aggregate  Note  Balance  of the  Notes  then
Outstanding  and with prior notice to the Rating  Agencies.  The Indenture  also
contains provisions  permitting the Noteholders of Notes representing  specified
percentages of the Note Balances of the Series  2002-HE1 Notes, on behalf of the
Noteholders of all Series 2002-HE1 Notes, to waive compliance by the Issuer with
certain  provisions  of the  Indenture  and  certain  past  defaults  under  the
Indenture and their  consequences.  Any such consent or waiver by the Noteholder
of this Note (or any one of more  predecessor  Notes)  shall be  conclusive  and
binding upon such Noteholder and upon all future Noteholders of this Note and of
any Note issued upon the  registration  of transfer hereof or in exchange hereof
or in lieu hereof whether or not notation of such consent or waiver is made upon
this Note.  The Indenture  also permits the Issuer and the Indenture  Trustee to
amend or waive certain terms and conditions  set forth in the Indenture  without
the consent of  Noteholders of the Series  2002-HE1 Notes issued  thereunder but
with prior notice to the Rating Agencies and the Enhancer.

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

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

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

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

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

        Anything  herein to the  contrary  notwithstanding,  except as expressly
provided  in the  Basic  Documents,  none of  Wilmington  Trust  Company  in its
individual  capacity,  Wells  Fargo  Bank  Minnesota,  N.A.  in  its  individual
capacity,  any owner of a  beneficial  interest in the  Issuer,  or any of their
respective partners,  beneficiaries,  agents, officers, directors,  employees or
successors or assigns shall be personally  liable for, nor shall recourse be had
to any of them for,  the payment of principal of or interest on this Note or the
performance of, or the failure to perform, any of the covenants,  obligations or
indemnifications contained in the Indenture. The Noteholder of this Note, by its

<PAGE>

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

        The Servicer shall have the right to purchase from the Issuer all of the
Mortgage  Loans and related REO  Property if the  aggregate  Note Balance of the
Notes as of any Payment Date is less than 10% of the  aggregate  Note Balance of
the Notes as of the Closing Date,  (provided that a draw on the Policy would not
occur as a result of such purchase and provided  further that the purchase price
will provide  sufficient  funds to pay the outstanding  Note Balance and accrued
and unpaid  interest on the Notes to the Payment  Date on which such amounts are
to be  distributed  to the  Securityholders),  at a price  equal  to 100% of the
aggregate unpaid Principal  Balance of all such remaining  Mortgage Loans,  plus
accrued and unpaid  interest  thereon at the weighted  average of the Loan Rates
thereon up to the date  preceding  the Payment Date on which such amounts are to
be distributed to the Securityholders (and in the case of REO Property, the fair
market  value  of the REO  Property),  plus  any  amounts  due and  owing to the
Enhancer  under the  Insurance  Agreement  related to the Mortgage  Loans or the
Notes (and any unpaid  Servicing  Fee  relating to the  Mortgage  Loans shall be
deemed to have been paid at such time), plus any Interest Shortfall and interest
owed thereon to the Noteholders.



<PAGE>


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


                         GMACM HOME EQUITY LOAN TRUST 2002-HE1



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

Dated:  March 27, 2002

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





                          CERTIFICATE OF AUTHENTICATION

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



                         Wells Fargo Bank Minnesota, N.A.,
                         not in its individual capacity but solely as
                         Indenture Trustee

Dated: March 27, 2002

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



<PAGE>


                                   ASSIGNMENT

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

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

_____________________________________
 (name and address of assignee)

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

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

                                             ___________________________  */

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

<PAGE>


                                    EXHIBIT B


                  [FORM OF RULE 144A INVESTMENT REPRESENTATION]

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

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

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

        2. The Buyer  warrants  and  represents  to,  and  covenants  with,  the
Indenture  Trustee and the Issuer (as defined in the indenture dated as of March
27, 2002 (the  "Indenture"),  between GMACM Home Equity Loan Trust 2002-HE1,  as
Issuer, and Wells Fargo Bank Minnesota,  N.A., as Indenture Trustee, pursuant to
Section 4.02 of the Indenture, as follows:

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

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

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

               d. Neither the Buyer nor anyone acting on its behalf has offered,
        transferred,  pledged,  sold or  otherwise  disposed  of the  Rule  144A
        Securities,  any  interest  in the Rule  144A  Securities  or any  other
        similar security to, or solicited any offer to buy or accept a transfer,
        pledge or other disposition of the Rule 144A Securities, any interest in
        the  Rule  144A  Securities  or any  other  similar  security  from,  or
        otherwise  approached  or  negotiated  with  respect  to the  Rule  144A
        Securities,  any  interest  in the Rule  144A  Securities  or any  other
        similar  security  with,  any person in any manner,  or made any general

<PAGE>

        solicitation by means of general  advertising or in any other manner, or
        taken any other action, that would constitute a distribution of the Rule
        144A Securities  under the 1933 Act or that would render the disposition
        of the Rule 144A  Securities a violation of Section 5 of the 1933 Act or
        require  registration  pursuant  thereto,  nor  will it act,  nor has it
        authorized  or will it authorize  any person to act, in such manner with
        respect to the Rule 144A Securities.

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

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

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


Print Name of Buyer


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

Taxpayer Identification:

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



<PAGE>


                              ANNEX 1 TO EXHIBIT B

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

             [For Buyers Other Than Registered Investment Companies]

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

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

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

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

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

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


<PAGE>


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

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

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

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

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

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

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

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

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

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

        4. For purposes of determining the aggregate  amount of securities owned
and/or invested on a discretionary  basis by the Buyer,  the Buyer used the cost
of such  securities  to the  Buyer  and did not  include  any of the  securities
referred to in the preceding  paragraph.  Further, in determining such aggregate
amount,  the Buyer may have included  securities  owned by  subsidiaries  of the
Buyer,  but only if such  subsidiaries  are  consolidated  with the Buyer in its
financial  statements  prepared in accordance with generally accepted accounting
principles  and if the  investments of such  subsidiaries  are managed under the
Buyer's direction.  However, such securities were not included if the Buyer is a
majority-owned,  consolidated  subsidiary of another enterprise and the Buyer is
not itself a reporting  company  under the  Securities  Exchange Act of 1934, as
amended.

        5.  The  Buyer  acknowledges  that it is  familiar  with  Rule  144A and
understands  that the  seller to it and other  parties  related to the Rule 144A
Securities are relying and will continue to rely on the  statements  made herein
because one or more sales to the Buyer may be in reliance on Rule 144A.

  ___ ___ Will the Buyer be purchasing the Rule 144A Yes No Securities  only for
  the Buyer's own account?

        6. If the answer to the  foregoing  question is "no",  the Buyer  agrees
that,  in connection  with any purchase of securities  sold to the Buyer for the
account of a third party  (including  any separate  account) in reliance on Rule
144A,  the Buyer will only purchase for the account of a third party that at the
time is a "qualified  institutional  buyer"  within the meaning of Rule 144A. In
addition,  the Buyer  agrees that the Buyer will not purchase  securities  for a
third party unless the Buyer has obtained a current  representation  letter from
such third party or taken other appropriate  steps  contemplated by Rule 144A to
conclude that such third party  independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.



<PAGE>


        7. The Buyer will notify each of the parties to which this certification
is made of any changes in the  information and  conclusions  herein.  Until such
notice is given,  the Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification as of the date of such purchase.


                                            Print Name of Buyer

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

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




<PAGE>


                              ANNEX 2 TO EXHIBIT B

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

              [For Buyers That Are Registered Investment Companies]

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

               1. As indicated  below,  the undersigned is the President,  Chief
Financial  Officer or Senior Vice  President  of the Buyer or, if the Buyer is a
"qualified  institutional  buyer" as that term is defined in Rule 144A under the
Securities  Act of 1933  ("Rule  144A")  because  Buyer is part of a  Family  of
Investment  Companies (as defined below),  is such an officer of the Adviser (as
defined below).

               2.  In  connection  with  purchases  by  Buyer,  the  Buyer  is a
"qualified  institutional  buyer" as  defined in SEC Rule 144A  because  (i) the
Buyer is an investment  company  registered under the Investment  Company Act of
1940,  and (ii) as marked  below,  the Buyer  alone,  or the  Buyer's  Family of
Investment Companies,  owned at least $100,000,000 in securities (other than the
excluded  securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining  the amount of securities  owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used.

____    The Buyer owned $________________ in securities (other than the excluded
        securities  referred to below) as of the end of the Buyer's  most recent
        fiscal year (such amount being calculated in accordance with Rule 144A).

____    The Buyer is part of a Family of Investment Companies which owned in the
        aggregate   $______________  in  securities  (other  than  the  excluded
        securities  referred to below) as of the end of the Buyer's  most recent
        fiscal year (such amount being calculated in accordance with Rule 144A).

               3. The term "Family of Investment Companies" as used herein means
two or more  registered  investment  companies (or series thereof) that have the
same  investment  adviser or investment  advisers  (each, an "Adviser") that are
affiliated (by virtue of being majority owned subsidiaries of the same parent or
because one investment adviser is a majority owned subsidiary of the other).

               4. The term  "securities"  as used  herein  does not  include (i)
securities  of  issuers  that are  affiliated  with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of  deposit,  (iii)  loan  participations,   (iv)  repurchase  agreements,   (v)
securities  owned but  subject  to a  repurchase  agreement  and (vi)  currency,
interest rate and commodity swaps.

               5. The Buyer is familiar with Rule 144A and understands that each
of the parties to which this certification is made are relying and will continue
to rely on the  statements  made  herein  because one or more sales to the Buyer
will be in reliance on Rule 144A. In addition,  the Buyer will only purchase for
the Buyer's own account.
<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>


                                 EXECUTION COPY

                                   APPENDIX A

                                   DEFINITIONS


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

        Additional  Balance:  With respect to any Mortgage Loan, any future Draw
made by the related  Mortgagor  pursuant to the related Loan Agreement after the
Cut-Off  Date or  Subsequent  Cut-Off  Date,  together  with all money due or to
become due in respect of such Draw; provided,  however, that any Draw during the
Rapid Amortization Period shall be an Excluded Amount,  shall not be acquired by
the Trust and shall not be an Additional Balance.

        Additional  Balance Increase Amount:  Shall mean (a) the excess, if any,
of (i) the aggregate  principal  amount of Additional  Balances  conveyed to the
Trust Estate,  over (ii)  Principal  Collections  and Excess  Spread  applied to
purchase those Additional Balances from the Funding Account and/or the Custodial
Account  minus (b) amounts paid on previous  Payment Dates to the holders of the
Certificates as an Additional Balance Increase Amount.

        Affiliate:  With respect to any Person,  any other  Person  controlling,
controlled  by or under common  control  with such Person.  For purposes of this
definition, "control" means the power to direct the management and policies of a
Person, directly or indirectly,  whether through ownership of voting securities,
by contract or otherwise and "controlling" and "controlled"  shall have meanings
correlative to the foregoing.

     Amortization Periods: Collectively, the Managed Amortization Period and the
Rapid Amortization Period.

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

        Assignment  of Mortgage:  With respect to any Mortgage,  an  assignment,
notice of transfer or  equivalent  instrument,  in recordable  form,  sufficient
under the laws of the  jurisdiction in which the related  Mortgaged  Property is


                                       1
<PAGE>

located to reflect the conveyance of such Mortgage, which assignment,  notice of
transfer  or  equivalent  instrument  may be in the form of one or more  blanket
assignments  covering  Mortgages secured by Mortgaged  Properties located in the
same jurisdiction.

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

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

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

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

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

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

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

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

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

     Capitalized  Interest  Account:  The  account  established  and  maintained
pursuant to Section 3.19 of the Servicing Agreement.

        Capitalized  Interest  Requirement:  With  respect to each  Payment Date
during the Pre-Funding  Period and on the Payment Date immediately after the end
of the Pre-Funding  Period,  the excess, if any of (i) the sum of (A) the amount
of interest  accrued at the applicable Note Rate or Rates on the respective Note
Balances of the related Classes of Notes for the related  Interest Period on the
amount on deposit in the Pre-Funding  Account as of the close of business on the


                                       2
<PAGE>

preceding  Payment  Date (or as of the  Closing  Date,  in the case of the first
Payment  Date)  and (B) the  amount  of any fees  paid to the  Enhancer  for the
related  Policy,  over  (ii) the  amount  of  reinvestment  earnings  since  the
preceding  Payment Date (or the Closing  Date,  in the case of the first Payment
Date) in the Pre-Funding Account.

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

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

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

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

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

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

        Certificateholder:  The Person in whose name a Certificate is registered
in the Certificate Register except that, any Certificate  registered in the name
of the Issuer,  the Owner Trustee or the  Indenture  Trustee or any Affiliate of
the Owner Trustee or the Indenture Trustee shall be deemed not to be outstanding
and the  registered  holder  will  not be  considered  a  Certificateholder  for
purposes  of giving  any  request,  demand,  authorization,  direction,  notice,
consent or waiver under the Indenture or the Trust Agreement;  provided that, in
determining  whether  the  Indenture  Trustee  or the  Owner  Trustee  shall  be
protected in relying upon any such request,  demand,  authorization,  direction,
notice,  consent or waiver,  only Certificates that the Indenture Trustee or the
Owner  Trustee  knows  to  be  so  owned  shall  be so  disregarded.  Owners  of
Certificates   that  have  been  pledged  in  good  faith  may  be  regarded  as
Certificateholders  if  the  pledgee  establishes  to  the  satisfaction  of the
Indenture Trustee or the Owner Trustee,  as the case may be, the pledgee's right
so to act with  respect  to such  Certificates  and that the  pledgee is not the
Issuer,  any other obligor upon the  Certificates  or any Affiliate of the Owner
Trustee or the Indenture Trustee.

        Certificates:  The Certificates issued pursuant to the Trust Agreement.

     Class:  With  respect  to any  Note,  all Notes  that  bear the same  class
designation,  (i.e.,  the Class A-1 Notes as a group or the Class A-2 Notes as a
group).

        Class A-1 Notes: The Class A-1 GMACM Home Equity Loan-Backed Term Notes,
Series  2002-HE1,  in  substantially  the form set forth in  Exhibit  A-1 to the
Indenture.

        Class A-2 Notes: The Class A-2 GMACM Home Equity Loan-Backed Term Notes,
Series  2002-HE1,  in  substantially  the form set forth in  Exhibit  A-1 to the
Indenture.

                                       3
<PAGE>

        Closing Date: March 27, 2002.

     Code:  The  Internal  Revenue Code of 1986,  as amended,  and the rules and
regulations promulgated thereunder.

     Collateral: The meaning specified in the Granting Clause of the Indenture.

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

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

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

        Commission:  The Securities and Exchange Commission.
        ----------

        Corporate  Trust  Office:   With  respect  to  the  Indenture   Trustee,
Certificate Registrar,  Certificate Paying Agent and Paying Agent, the principal
corporate  trust office of the Indenture  Trustee and Note Registrar at which at
any particular  time its corporate trust business shall be  administered,  which
office at the date of the  execution  of this  instrument  is located at (i) for
Note and Certificate transfer purposes: Wells Fargo Center, Sixth and Marquette,
Minneapolis,  Minnesota  55479-0070,  Attention:  Corporate Trust Services-GMACM
Series  2002-HE1  and (ii) for all other  purposes  prior to May 6, 2002,  11000
Broken Land  Parkway,  Columbia,  Maryland  21044,  Attention:  Corporate  Trust
Services  -GMACM Series  2002-HE1  (and as of May 6, 2002,  such office shall be
located at 9062 Old Annapolis Road, Columbia,  Maryland  21045-1951,  Attention:
Corporate  Trust  Services-GMACM  Series  2002-HE1).  With  respect to the Owner
Trustee,  the principal  corporate trust office of the Owner Trustee at which at
any particular  time its corporate trust business shall be  administered,  which
office at the date of the execution of this Trust Agreement is located at Rodney
Square North, 1100 North Market Street,  Wilmington,  Delaware 19890, Attention:
Corporate Trust Administration.

     Credit  Limit:  With respect to any Mortgage  Loan,  the maximum  Principal
Balance permitted under the terms of the related Loan Agreement.

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

     Custodial  Agreement:  Any Custodial  Agreement  among the  Custodian,  the
Indenture  Trustee,  the Issuer and the Servicer  relating to the custody of the
Mortgage  Loans and the  Related  Documents.  Custodian:  Escrow  Bank  USA,  an
industrial loan corporation established under the laws of the State of Utah, and
its  successors and assigns,  or any successor  custodian for the Mortgage Files
appointed by the Indenture Trustee and reasonably acceptable to the Enhancer and
the Servicer.

                                       4
<PAGE>

        Cut-Off Date:  March 1, 2002.

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

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

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

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

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

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

        Depository: The Depository Trust Company or a successor appointed by the
Indenture  Trustee  with  the  approval  of the  Issuer.  Any  successor  to the
Depository shall be an organization  registered as a "clearing  agency" pursuant
to  Section  17A of the  Exchange  Act and  the  regulations  of the  Commission
thereunder.

     Depository  Participant:  A  Person  for  whom,  from  time  to  time,  the
Depository effects book-entry transfers and pledges of securities deposited with
the Depository.

        Determination  Date:  With respect to any Payment Date,  the 18th day of
the month in which  such  Payment  Date  occurs or if such day is not a Business
Day, the next succeeding Business Day.

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

                                       5
<PAGE>

     Draw:  With  respect to any  Mortgage  Loan,  a  borrowing  by the  related
Mortgagor under the related Loan Agreement.

        Draw Period:  With respect to each Mortgage Loan, the period  consisting
of either the first five,  ten or fifteen years after the date of origination of
such  Mortgage  Loan,  during  which the related  Mortgagor is permitted to make
Draws.

     Due Date:  With respect to each  Mortgage  Loan,  the date on which monthly
payments on such Mortgage Loan are due.

        Eligible  Account:  An  account  that  is  any  of  the  following:  (i)
maintained  with a depository  institution  the short-term  debt  obligations of
which have been  rated by each  Rating  Agency in its  highest  rating  category
available,  or (ii) an account or accounts in a depository  institution in which
such accounts are fully insured to the limits established by the FDIC,  provided
that any deposits not so insured shall, to the extent  acceptable to each Rating
Agency,  as evidenced in writing,  be  maintained  such that (as evidenced by an
Opinion of Counsel  delivered to the Indenture  Trustee and each Rating  Agency)
the Indenture  Trustee have a claim with respect to the funds in such account or
a perfected  first  security  interest  against any  collateral  (which shall be
limited to Permitted Investments) securing such funds that is superior to claims
of any other  depositors or creditors of the depository  institution  with which
such account is maintained,  or (iii) an account or accounts  maintained  with a
depository  institution  or  trust  company,  as  long  as its  short-term  debt
obligations are rated P-1 by Moody's, A-1+ by Standard & Poor's and F1, if rated
by Fitch (or the equivalent) or better by each Rating Agency,  and its long term
debt  obligations are rated A2 by Moody's,  AA- by Standard & Poor's and AA-, if
rated by Fitch (or the  equivalent) or better by each Rating  Agency,  or (iv) a
segregated trust account or accounts  maintained in the corporate trust division
of a depository institution or trust company,  acting in its fiduciary capacity,
or (v) an account or accounts of a  depository  institution  acceptable  to each
Rating  Agency (as  evidenced  in writing by each Rating  Agency that use of any
such account will not cause a Rating Event (if determined  without regard to the
Policy).

        Eligible  Substitute  Loan: A Mortgage Loan substituted by either Seller
for a Deleted Loan, which must, on the date of such  substitution,  as confirmed
in an Officers'  Certificate  delivered to the  Indenture  Trustee,  (i) have an
outstanding  principal balance,  after deduction of the principal portion of the
monthly  payment  due  in the  month  of  substitution  (or  in  the  case  of a
substitution  of more than one Mortgage  Loan for a Deleted  Mortgage  Loan,  an
aggregate outstanding principal balance, after such deduction), not in excess of
the  outstanding  principal  balance  of the  Deleted  Loan  (the  amount of any
shortfall to be deposited by the Seller in the Custodial Account in the month of
substitution);  (ii) comply with each  representation and warranty made by GMACM
and set forth in Section  3.1(b) of the Purchase  Agreement,  other than clauses
(viii),  (xiii), (xxiv),  (xxv)(B),  (xxvi) and (xxvii) thereof, and comply with


                                       6
<PAGE>

each of the  representations  and warranties made by WG Trust 2001 and set forth
in Section 3.1(c)(II),  as of the date of substitution;  (iii) have a Loan Rate,
Net Loan  Rate and  Gross  Margin  no lower  than and not more than 1% per annum
higher than the Loan Rate, Net Loan Rate and Gross Margin, respectively,  of the
Deleted  Loan as of the date of  substitution;  (iv)  have a CLTV at the time of
substitution   no  higher  than  that  of  the  Deleted  Loan  at  the  time  of
substitution; (v) have a remaining term to stated maturity not greater than (and
not more than one year less than) that of the Deleted  Loan;  and (vi) not be 30
days or more delinquent.

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

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

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

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

        Event  of  Default:  With  respect  to  the  Indenture,  any  one of the
following  events  (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment,  decree or order of any court or any order,  rule or regulation
of any administrative or governmental body):

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

(b) there  occurs a default in the  observance  or  performance  in any material
respect of any covenant or agreement of the Issuer made in the Indenture, or any
representation  or  warranty  of the  Issuer  made  in the  Indenture  or in any
certificate  delivered pursuant hereto or in connection herewith proving to have
been  incorrect in any material  respect as of the time when the same shall have
been made that has a material adverse effect on the Noteholders or the Enhancer,
and  such  default  shall  continue  or not be  cured,  or the  circumstance  or
condition  in respect of which such  representation  or warranty  was  incorrect
shall not have been eliminated or otherwise cured, for a period of 30 days after
there shall have been given,  by registered or certified  mail, to the Issuer by
the Indenture Trustee or to the Issuer and the Indenture Trustee by the Enhancer
or the Noteholders of at least 25% of the aggregate Note Balance of the Notes, a
written notice  specifying such default or incorrect  representation or warranty
and  requiring  it to be remedied  and  stating  that such notice is a notice of
default hereunder;

(c) there  occurs the  filing of a decree or order for relief by a court  having
jurisdiction in the premises in respect of the Issuer or any substantial part of
the Trust Estate in an involuntary  case under any  applicable  federal or state
bankruptcy,  insolvency  or other  similar law now or  hereafter  in effect,  or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or
similar  official of the Issuer or for any substantial part of the Trust Estate,
or ordering the  winding-up or  liquidation  of the Issuer's  affairs,  and such
decree  or  order  shall  remain  unstayed  and in  effect  for a  period  of 60
consecutive days; or

(d) there occurs the  commencement  by the Issuer of a voluntary  case under any
applicable  federal or state bankruptcy,  insolvency or other similar law now or
hereafter  in effect,  or the consent by the Issuer to the entry of an order for
relief in an  involuntary  case under any such law, or the consent by the Issuer


                                       7
<PAGE>

to the  appointment or taking  possession by a receiver,  liquidator,  assignee,
custodian,  trustee,  sequestrator or similar  official of the Issuer or for any
substantial part of the assets of the Trust Estate,  or the making by the Issuer
of any general  assignment  for the benefit of creditors,  or the failure by the
Issuer generally to pay its debts as such debts become due, or the taking of any
action by the Issuer in furtherance of any of the foregoing.

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

        Excess Spread:  With respect to any Payment Date and without taking into
account any Draw on the Policy for such Payment Date, the excess, if any, of (i)
Interest  Collections for the related Collection Period with respect to Mortgage
Loans over (ii) the sum of (x) the premium for the Policy for such Payment Date,
and (y) the amounts paid on such Payment  Date to the  Noteholders  of the Notes
pursuant to Section 3.05(a)(i) of the Indenture.

        Excess Spread Percentage: As to any Payment Date, the product of (x) (i)
the sum of the Excess  Spread,  less  Liquidation  Loss  Amounts for the related
Collection  Period,  divided by (ii) the Pool Balance as of the beginning of the
related Collection Period and (y) 12, expressed as a percentage.

        Excluded  Amount:  For any Payment  Date  during the Rapid  Amortization
Period,  all Draws made to an obligor  under any Mortgage  Loan during the Rapid
Amortization  Period which shall not be transferred to the Trust Estate, and the
portion  of  the  Principal   Collections  and  Interest  Collections  for  each
Collection  Period  allocated  to  such  Excluded  Amount  based  on a pro  rata
allocation between the related Excluded Amount and the Principal Balance of such
Mortgage Loan in proportion to the respective amounts  outstanding as of the end
of the calendar month preceding such Collection Period.

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

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

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

        Final Payment Date:  The Payment Date in January 2029.

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

        Fitch:  Fitch Ratings, or its successor in interest.

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

                                       8
<PAGE>

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

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

        GAAP: Generally accepted accounting principles.

        Grant:  Pledge,  bargain,  sell,  warrant,  alienate,  remise,  release,
convey, assign, transfer,  create, and grant a lien upon and a security interest
in and right of set-off against,  deposit,  set over and confirm pursuant to the
Indenture.  A Grant of the  Collateral  or of any other  agreement or instrument
shall include all rights,  powers and options (but none of the  obligations)  of
the granting party  thereunder,  including the immediate and continuing right to
claim for, collect, receive and give receipt for principal and interest payments
in respect of such  collateral or other  agreement or  instrument  and all other
moneys payable thereunder, to give and receive notices and other communications,
to make waivers or other  agreements,  to exercise  all rights and  options,  to
bring proceedings in the name of the granting party or otherwise,  and generally
to do and receive  anything that the granting  party is or may be entitled to do
or receive thereunder or with respect thereto.

     Gross Margin:  With respect to any Mortgage  Loan, the percentage set forth
as the "Margin" for such Mortgage Loan on the Mortgage Loan Schedule.

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

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

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

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

     Indenture:  The  indenture  dated as of the Closing Date between the Issuer
and the Indenture Trustee.

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

        Independent: When used with respect to any specified Person, such Person
(i) is in fact  independent of the Issuer,  any other obligor on the Notes,  the
Sellers,  the Depositor and any Affiliate of any of the foregoing Persons,  (ii)
does not have any direct financial  interest or any material indirect  financial
interest in the Issuer,  any such other obligor,  the Sellers,  the Depositor or
any  Affiliate of any of the foregoing  Persons and (iii) is not connected  with
the Issuer, any such other obligor,  the Sellers, the Depositor or any Affiliate
of any of the foregoing Persons as an officer, employee, promoter,  underwriter,
trustee, partner, director or person performing similar functions.

                                       9
<PAGE>

        Independent Certificate: A certificate or opinion to be delivered to the
Indenture Trustee under the circumstances  described in, and otherwise complying
with, the applicable requirements of Section 10.01 of the Indenture,  made by an
Independent  appraiser or other expert appointed by an Issuer Order and approved
by the Indenture Trustee in the exercise of reasonable care, and such opinion or
certificate shall state that the signer has read the definition of "Independent"
in this Indenture and that the signer is Independent within the meaning thereof.

        Index:  With respect to any Mortgage  Loan,  the prime rate from time to
time for the  adjustment  of the Loan Rate set forth as such on the related Loan
Agreement.

        Initial Aggregate Note Balance:  $400,000,000.

        Initial Certificate Balance: $0.

        Initial Class A-1 Note Balance:  $100,000,000.

        Initial Class A-2 Note Balance:  $300,000,000.

        Initial  Mortgage Loans: The adjustable rate home equity revolving lines
of credit  initially  transferred  by the Depositor to the Issuer on the Closing
Date, which are listed on the Mortgage Loan Schedule on such date.

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

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

        Insurance  Proceeds:  Proceeds  paid  by any  insurer  (other  than  the
Enhancer)  pursuant to any insurance  policy  covering a Mortgage Loan which are
required to be remitted to the Servicer,  or amounts  required to be paid by the
Servicer  pursuant to the next to last sentence of Section 3.04 of the Servicing


                                       10
<PAGE>

Agreement, net of any component thereof (i) covering any expenses incurred by or
on behalf of the Servicer in connection with obtaining such proceeds,  (ii) that
is applied to the restoration or repair of the related Mortgaged Property, (iii)
released to the related  Mortgagor  in  accordance  with the  Servicer's  normal
servicing  procedures  or (iv)  required  to be paid to any holder of a mortgage
senior to such Mortgage Loan.

        Insured Amount:  As defined in the Policy.

        Interest  Collections:  With respect to any Payment Date, the sum of all
payments  by or on  behalf of  Mortgagors  and any  other  amounts  constituting
interest (including without limitation such portion of Insurance  Proceeds,  Net
Liquidation  Proceeds and  Repurchase  Prices as is allocable to interest on the
applicable  Mortgage Loan) as is paid by the Sellers or the Servicer  (including
any  optional  servicing  advance) or is  collected  and applied by the Servicer
under the Mortgage Loans, exclusive of the pro rata portion thereof attributable
to any  Excluded  Amounts,  and  reduced by the  Servicing  Fee for the  related
Collection  Period and by any fees  (including  annual  fees) or late charges or
similar  administrative  fees paid by Mortgagors  during the related  Collection
Period.  The terms of the related Loan Agreement  shall determine the portion of
each  payment in respect of such  Mortgage  Loan that  constitutes  principal or
interest.

        Interest  Coverage Amount:  The amount to be paid from proceeds received
from the sale of the Notes for deposit  into the  Capitalized  Interest  Account
pursuant to Section 3.19 of the Servicing  Agreement on the Closing Date,  which
amount initially shall be $243,421, and thereafter, shall be the amount computed
in accordance with Section 3.19 of the Servicing Agreement.

        Interest  Period:  With respect to the Notes and any Payment Date (other
than the first Payment Date), the period beginning on the preceding Payment Date
and ending on the day preceding  such Payment Date, and in the case of the first
Payment  Date,  the period  beginning  on the Closing Date and ending on the day
preceding the first Payment Date.

        Interest Rate  Adjustment  Date: With respect to each Mortgage Loan, the
date or dates on which the Loan Rate is adjusted in accordance  with the related
Loan Agreement.

        Interest  Shortfall:  With respect to any Class of Notes and any Payment
Date on which the Net WAC Rate cap determines the Note Rate for such Class,  the
excess of (a) the amount of  interest  that would have  accrued on such Class of
Notes  during the related  Interest  Period had such amount not been  determined
pursuant to the definition "Net WAC Rate" (but not at a rate in excess of 15.25%
per annum,  with  respect  to the Class A-1 Notes and  13.00%  per  annum,  with
respect to the Class A-2 Notes) over (b) the interest  actually  accrued on such
Class of Notes during such Interest Period.

        Interest  Shortfalls  will not be included  as interest  payments on the
Notes for such Payment Date and such amount will accrue  interest at the related
Note Rate (as  adjusted  from  time to time) and will be paid on future  Payment
Dates only to the extent  funds are  available  therefor as set forth in Section
3.05(a) of the Indenture.

     Issuer or Trust:  The GMACM Home  Equity  Loan Trust  2002-HE1,  a Delaware
business trust, or its successor in interest.

                                       11
<PAGE>

        Issuer Order or Issuer Request: A written order or request signed in the
name of the Issuer by any one of its  Authorized  Officers and  delivered to the
Indenture Trustee.

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

        LIBOR  Business  Day:  Any day other than (i) a Saturday  or a Sunday or
(ii) a day on which  banking  institutions  in the city of London,  England  are
required or authorized by law to be closed.

        Lien: Any mortgage,  deed of trust, pledge,  conveyance,  hypothecation,
assignment,  participation, deposit arrangement, encumbrance, lien (statutory or
other),  preference,  priority right or interest or other security  agreement or
preferential  arrangement of any kind or nature whatsoever,  including,  without
limitation,  any  conditional  sale or  other  title  retention  agreement,  any
financing  lease having  substantially  the same  economic  effect as any of the
foregoing  and the filing of any financing  statement  under the UCC (other than
any  such  financing  statement  filed  for  informational   purposes  only)  or
comparable law of any  jurisdiction to evidence any of the foregoing;  provided,
however, that any assignment pursuant to Section 6.02 of the Servicing Agreement
shall not be deemed to constitute a Lien.

        Liquidated Mortgage Loan: With respect to any Payment Date, any Mortgage
Loan in respect of which the Servicer has  determined,  in  accordance  with the
servicing procedures specified in the Servicing Agreement,  as of the end of the
related Collection Period that  substantially all Liquidation  Proceeds which it
reasonably  expects to recover,  if any, with respect to the  disposition of the
related REO Property have been recovered.

        Liquidation Expenses: All out-of-pocket expenses (exclusive of overhead)
incurred by or on behalf of the Servicer in connection  with the  liquidation of
any Mortgage Loan and not recovered under any insurance policy,  including legal
fees  and  expenses,  any  unreimbursed  amount  expended  (including,   without
limitation,  amounts  advanced to correct defaults on any mortgage loan which is
senior to such Mortgage  Loan and amounts  advanced to keep current or pay off a
mortgage loan that is senior to such  Mortgage  Loan)  respecting  such Mortgage
Loan and any  related and  unreimbursed  expenditures  for real estate  property
taxes or for property  restoration,  preservation or insurance  against casualty
loss or damage.

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

                                       12
<PAGE>

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

        Loan  Agreement:  With respect to each  Mortgage  Loan,  the credit line
agreement,   pursuant  to  which  the  related   Mortgagor  agrees  to  pay  the
indebtedness  evidenced  thereby and secured by the related Mortgage as modified
or amended.

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

        Lost Note  Affidavit:  With respect to any Mortgage Loan as to which the
original Loan Agreement has been  permanently lost or destroyed and has not been
replaced, an affidavit from the related Seller certifying that the original Loan
Agreement  has been lost,  misplaced or destroyed  (together  with a copy of the
related Loan Agreement, if available).

        Managed  Amortization  Event:  The  occurrence  of any date prior to the
commencement of the Managed  Amortization  Period on which the amount on deposit
in the Funding Account equals or exceeds $10,000,000.

        Managed  Amortization  Period: The period beginning on the first Payment
Date following the end of the related Revolving Period and ending on the earlier
of (i) September 30, 2007 and (ii) the occurrence of a Rapid Amortization Event.

     Maximum Loan Rate:  With respect to each  Mortgage  Loan,  the maximum loan
rate thereon specified in the related Loan Agreement.

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

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

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

     Minimum Monthly  Payment:  With respect to any Mortgage Loan and any month,
the minimum amount required to be paid by the related Mortgagor in such month.

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

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

                                       13
<PAGE>

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

        Mortgage File:  With respect to each Mortgage Loan:

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

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

(iii) unless the Mortgage  Loan is registered  on the MERS(R)  System,  original
assignments  (which  may be  included  in one or  more  blanket  assignments  if
permitted by applicable  law) of the Mortgage in  recordable  form from GMACM or
GMAC Bank to "Wells Fargo Bank Minnesota,  N.A., as Indenture Trustee under that
certain  Indenture  dated as of March 27, 2002, for GMACM Home Equity Loan Trust
2002-HE1,  Mortgage  Loan-Backed  Term  Notes"  c/o the  Servicer  at an address
specified by the Servicer;

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

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

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

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

        Mortgage Loan Schedule:  The initial  schedule of Initial Mortgage Loans
as of the Cut-Off Date set forth in Exhibit A of the Servicing Agreement, and as
of each Subsequent  Cut-Off Date, any Subsequent  Mortgage Loans, which schedule
sets forth as to each Mortgage Loan (i) the Cut-Off Date Principal Balance, (ii)
the Credit Limit and Gross Margin, (iii) the Maximum Loan Rate, if any, (iv) the
loan number and (v) the lien position of the related Mortgage.

                                       14
<PAGE>

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

     Mortgaged Property:  The underlying  property,  including real property and
improvements thereon, securing a Mortgage Loan.

        Mortgagor:  The obligor or obligors under a Loan Agreement.

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

        Net Loan Rate:  With respect to any Payment Date and any Mortgage  Loan,
the Loan Rate of that Mortgage Loan as of the first day of the calendar month in
which the related  Interest  Period  begins,  net of the Servicing Fee Rate and,
beginning  on the  thirteenth  Payment  Date and  thereafter,  0.50%  (50  basis
points),  adjusted to an effective rate reflecting the methods by which interest
is calculated on the related Classes of Notes during such Interest Period.

        Net Principal Collections: With respect to any Payment Date, the excess,
if any, of Principal Collections for such Payment Date over the aggregate amount
of Additional Balances created during the related Collection Period, conveyed to
the Issuer.

        Net WAC Rate:  With  respect to any Payment  Date,  (i) a per annum rate
equal to the weighted  average of the Net Loan Rates of the Mortgage Loans as of
the first day of the  month  preceding  the  month in which  such  Payment  Date
occurs,  and weighted on the basis of the respective  Principal Balances of such
Mortgage Loans as of the first day of the related Collection Period,  minus (ii)
the premium rate on the Policy multiplied by a fraction,  the numerator of which
is the sum of the Note Balances for each Class of Notes and the  denominator  of
which is the Pool Balance.

     Net Worth: As of any date of determination,  the net worth of GMACM and its
consolidated subsidiaries, as determined in accordance with GAAP.

        Note  Balance:  With respect to any Payment Date and any Class of Notes,
the Initial Note  Balance of such Class  reduced by all payments of principal on
such Class prior to such Payment Date.

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

                                       15
<PAGE>

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

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

               Class A-1 Notes:  a floating rate equal to the least of (i) LIBOR
        plus 0.22% per annum (or, for any Interest Period  commencing  after the
        first Payment Date on which the  aggregate  Note Balance of the Notes is
        less than 10% of the Note  Balance as of the  Closing  Date,  LIBOR plus
        0.44% per annum),  (ii) the  related  Net WAC Rate and (iii)  15.25% per
        annum;

               Class A-2 Notes:  a floating rate equal to the least of (i) LIBOR
        plus 0.24% per annum (or, for any Interest Period  commencing  after the
        first Payment Date on which the aggregate  Note Balance is less than 10%
        of the Note  Balance  of the Notes as of the  Closing  Date,  LIBOR plus
        0.48% per annum),  (ii) the  related  Net WAC Rate and (iii)  13.00% per
        annum.

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

     Note Registrar: The Indenture Trustee, in its capacity as Note Registrar.

        Noteholder:  The Person in whose name a Note is  registered  in the Note
Register,  except that, any Note  registered in the name of the  Depositor,  the
Issuer or the Indenture  Trustee or any Affiliate of any of them shall be deemed
not to be  outstanding  and the  registered  holder  will  not be  considered  a
Noteholder for purposes of giving any request, demand, authorization, direction,
notice, consent or waiver under the Indenture or the Trust Agreement;  provided,
that in determining  whether the Indenture Trustee shall be protected in relying
upon any such request,  demand,  authorization,  direction,  notice,  consent or
waiver,  only Notes that the Indenture  Trustee or the Owner Trustee knows to be
so owned shall be so disregarded. Owners of Notes that have been pledged in good
faith may be regarded as Noteholders if the pledgee  thereof  establishes to the
satisfaction of the Indenture  Trustee or the Owner Trustee such pledgee's right
so to act with  respect to such Notes and that such  pledgee is not the  Issuer,
any other obligor on the Notes or any Affiliate of any of the foregoing Persons.

        Notes: The Class A-1 Notes and the Class A-2 Notes.

        Officer's  Certificate:  With  respect to the  Servicer,  a  certificate
signed by the President,  Managing Director,  a Director, a Vice President or an
Assistant  Vice  President,  of the  Servicer  and  delivered  to the  Indenture
Trustee.  With respect to the Issuer,  a  certificate  signed by any  Authorized
Officer of the  Issuer,  under the  circumstances  described  in, and  otherwise
complying  with, the applicable  requirements of Section 10.01 of the Indenture,
and  delivered  to  the  Indenture  Trustee.  Unless  otherwise  specified,  any
reference in the Indenture to an Officer's  Certificate shall be to an Officer's
Certificate of any Authorized Officer of the Issuer.

                                       16
<PAGE>

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

        Original  Pre-Funded  Amount:  The amount deposited from the proceeds of
the sale of the  Securities  into the  Pre-Funding  Account on the Closing Date,
which amount is $98,862,223.94.

     Outstanding:  With respect to the Notes,  as of the date of  determination,
all Notes theretofore executed, authenticated and delivered under this Indenture
except:  (i) Notes  theretofore  cancelled by the Note Registrar or delivered to
the Indenture Trustee for cancellation; and

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

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

        Overcollateralization  Amount:  With  respect to any Payment  Date,  the
amount (but not less than zero), if any, by which (a) the sum of the outstanding
Principal  Balance of the Mortgage Loans as of the close of business on the last
day of the related Collection  Period,  together with the property of the Issuer
(including the Pre-Funded Amount (excluding any investment earnings thereon) and
amounts on deposit in the Funding  Account  (excluding any  investment  earnings
thereon)), exceeds (b) the aggregate Note Balance of the Notes.

        Overcollateralization  Target  Amount:  As to each Payment Date prior to
the  Stepdown  Date,  an amount equal to (A) 0.60% of the Note Balance as of the
Closing  Date  (after   taking  into  account  the  payment  of  the   Principal
Distribution Amount on such Payment Date), and (B) as to each Payment Date on or
after the  Stepdown  Date,  an  amount  equal to the  lesser  of (x) the  amount
described in clause (A) and (y) 1.20% of the Pool  Balance,  provided,  however,
(1) if,  on any  Payment  Date,  the Two Month  Rolling  Average  Excess  Spread
Percentage  is  less  than  2.00%  but  greater  than or  equal  to  1.50%,  the
percentages  stated  in  clause  (A) and (B)  above  will be  1.20%  and  2.40%,
respectively, until the Two Month Rolling Average Excess Spread Percentage again
equals  or  exceeds  2.00% for a  subsequent  Payment  Date;  and (2) if, on any
Payment Date,  the Two Month Rolling  Average  Excess Spread  Percentage is less
than 1.50%,  the  percentages  stated in clauses (A) and (B) above will be 1.60%
and 3.20%,  respectively,  until the Two Month  Rolling  Average  Excess  Spread
Percentage again equals or exceeds 1.50% for a subsequent Payment Date.

     Owner  Trust:  GMACM  Home  Equity  Loan  Trust  2002-HE1,  created  by the
Certificate of Trust pursuant to the Trust Agreement.

                                       17
<PAGE>

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

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

     Paying Agent:  Any paying agent or co-paying  agent  appointed  pursuant to
Section 3.03 of the Indenture, which initially shall be the Indenture Trustee.

     Payment Date: The 25th day of each month,  or if such day is not a Business
Day, then the next Business Day.

        Percentage  Interest:  With  respect to any Note and Payment  Date,  the
percentage  obtained by dividing the Note Balance of such Note by the  aggregate
Note  Balance  of all Notes  prior to such  Payment  Date.  With  respect to any
Certificate and any Payment Date, the Percentage  Interest stated on the face of
such Certificate.

        Permitted Investments:  One or more of the following:

        (i)  obligations  of or  guaranteed  as to principal and interest by the
United States or any agency or instrumentality thereof when such obligations are
backed by the full faith and credit of the United States;

        (ii) repurchase  agreements on obligations specified in clause (i) above
maturing not more than one month from the date of acquisition thereof; provided,
that  the  unsecured  short-term  debt  obligations  of the  party  agreeing  to
repurchase  such  obligations are at the time rated by each Rating Agency in its
highest short-term rating category available;

        (iii) federal funds,  certificates  of deposit,  demand  deposits,  time
deposits and bankers' acceptances (which shall each have an original maturity of
not more  than 90 days and,  in the case of  bankers'  acceptances,  shall in no
event have an original maturity of more than 365 days or a remaining maturity of
more than 30 days)  denominated in United States dollars of any U.S.  depository
institution or trust company incorporated under the laws of the United States or
any state thereof or of any domestic branch of a foreign depository  institution
or  trust  company;  provided,  that the  short-term  debt  obligations  of such
depository  institution  or trust  company  (or,  if the only  Rating  Agency is
Standard & Poor's,  in the case of the  principal  depository  institution  in a
depository  institution  holding  company,  debt  obligations  of the depository
institution  holding company) at the date of acquisition thereof have been rated
by each Rating Agency in its highest short-term rating category  available;  and
provided further, that if the only Rating Agency is Standard & Poor's and if the
depository or trust company is a principal  subsidiary of a bank holding company
and the debt  obligations  of such  subsidiary  are not  separately  rated,  the
applicable  rating  shall  be that of the bank  holding  company;  and  provided
further,  that if the only Rating  Agency is Standard & Poor's and the  original
maturity of such short-term  debt  obligations of a domestic branch of a foreign
depository  institution  or trust company shall exceed 30 days,  the  short-term
rating of such institution shall be A-1+;

                                       18
<PAGE>

        (iv) commercial paper (having  original  maturities of not more than 365
days) of any corporation incorporated under the laws of the United States or any
state  thereof  which on the date of  acquisition  has been rated by each Rating
Agency in its highest short-term rating category available;  provided, that such
commercial paper shall have a remaining maturity of not more than 30 days;

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

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

provided,  however,  that no  instrument  shall be a Permitted  Investment if it
represents,  either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest  payments derived from  obligations  underlying such instrument and the
principal and interest payments with respect to such instrument  provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations.   References  herein  to  the  highest  long-term  rating  category
available debt shall mean AAA in the case of Standard & Poor's,  Aaa in the case
of  Moody's  and AAA in the case of  Fitch,  if rated by Fitch,  and  references
herein to the highest short-term rating category available shall mean A-1 in the
case of  Standard  & Poor's,  P-1 in the case of  Moody's  and F1 in the case of
Fitch, if rated by Fitch.

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

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

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

     Policy:  The Note  Guaranty  Insurance  Policy  #02030009,  dated as of the
Closing Date, issued by the Enhancer.

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

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

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<PAGE>

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

        Pre-Funding  Account: The account established and maintained pursuant to
Section 3.17 of the Servicing Agreement.

        Pre-Funding  Period: The period commencing on the Closing Date until the
earliest  of (i) the date on which the  amount  on  deposit  in the  Pre-Funding
Account is less than  $50,000,  (ii) June 25, 2002 or (iii) the  occurrence of a
Rapid Amortization Event.

        Predecessor  Note:  With  respect  to  any  Note,  every  previous  Note
evidencing  all or a portion  of the same debt as that  evidenced  by such Note;
and, for the purpose of this definition,  any Note  authenticated  and delivered
under Section 4.03 of the Indenture in lieu of a mutilated,  lost,  destroyed or
stolen Note shall be deemed to evidence the same debt as such  mutilated,  lost,
destroyed or stolen Note.

        Principal  Balance:  With  respect to any  Mortgage  Loan,  other than a
Liquidated  Mortgage Loan, and as of any day, the related Cut-Off Date Principal
Balance,  plus (i) any  Additional  Balances  in respect of such  Mortgage  Loan
conveyed  to the Trust,  minus (ii) all  collections  credited as  principal  in
respect of any such Mortgage Loan in accordance  with the related Loan Agreement
(except any such  collections  that are  allocable to any  Excluded  Amount) and
applied in  reduction of the  Principal  Balance  thereof.  For purposes of this
definition,  a  Liquidated  Mortgage  Loan  shall be deemed to have a  Principal
Balance equal to the Principal  Balance of the related Mortgage Loan immediately
prior to the final recovery of substantially  all related  Liquidation  Proceeds
and a Principal Balance of zero thereafter.

     Principal  Collections:  With respect to any Payment Date, the aggregate of
the following amounts:

        (i) the total  amount of  payments  made by or on behalf of the  related
Mortgagor,  received and applied as payments of principal on such  Mortgage Loan
during the related Collection Period, as reported by the Servicer or the related
Subservicer;

        (ii) any  Liquidation  Proceeds  allocable  as a recovery  of  principal
received in connection  with such  Mortgage  Loan during the related  Collection
Period;

        (iii) if such Mortgage Loan was  repurchased by a Seller pursuant to the
Purchase Agreement during the related  Collection Period,  100% of the Principal
Balance  thereof as of the date of such purchase and if any Eligible  Substitute
Loan is substituted for a Deleted Loan, the Substitution Adjustment Amount; and

        (iv) any other  amounts  received  as  payments  on or  proceeds of such
Mortgage Loan during the Collection  Period,  to the extent applied in reduction
of the Principal Balance thereof;

provided,  that Principal  Collections shall be reduced by any amounts withdrawn
from the  Custodial  Account  pursuant to clauses (c),  (i), (j), (l) and (m) of
Section 3.03 of the  Servicing  Agreement,  and shall not include any portion of
such amounts attributable to any Excluded Amount in respect of any Mortgage Loan
that are allocable to principal of such Mortgage Loan and not otherwise excluded
from the amounts specified in (i) through (iv) above.

                                       20
<PAGE>

        Principal  Distribution  Amount:  For any  Payment  Date (i)  during the
Revolving Period, the amount, if any,  transferred from the Pre-Funding  Account
to the Note  Payment  Account  pursuant  to  Section  3.17(b)  of the  Servicing
Agreement,  and the amount, if any,  transferred from the Funding Account to the
Note Payment Amount pursuant to Section 3.18(c)(ii) of the Servicing  Agreement,
(ii) during the Managed Amortization  Period, Net Principal  Collections for the
Mortgage  Loans,  and (iii)  during  the Rapid  Amortization  Period,  Principal
Collections  for the Mortgage Loans;  provided,  that on any Payment Date during
the Amortization  Periods,  the Principal  Distribution  Amount for such Payment
Date shall include,  from the Excess Spread,  to the extent available or, to the
extent  not  available,  from a draw on the  Policy  (but only to the extent the
Overcollateralization  Amount is zero),  an amount equal to the aggregate of the
Liquidation Loss Amounts, if any, for such Payment Date.

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

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

     Prospectus  Supplement:  The  prospectus  supplement  dated March 21, 2002,
relating to the Notes.

     Purchase Agree ment: The mortgage loan purchase  agreement  dated as of the
Closing Date,  among the Sellers,  the  Purchaser,  the Issuer and the Indenture
Trustee.

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

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

        Rapid Amortization Event:  Any one of the following events:

(a) the  failure  on the part of a Seller  (i) to make any  payment  or  deposit
required to be made under the Purchase Agreement within five Business Days after
the date such  payment or deposit is required to be made;  or (ii) to observe or
perform in any material  respect any other covenants or agreements of the Seller
set forth in the Purchase  Agreement,  which failure continues  unremedied for a
period of 60 days after written notice and such failure materially and adversely
affects the interests of the Securityholders or the Enhancer; provided, however,
that a Rapid  Amortization  Event  shall not be deemed to have  occurred if such
Seller  has  repurchased  or caused to be  repurchased  or  substituted  for the
affected  Mortgage Loan during such period (or within an additional 60 days with
the consent of the Indenture  Trustee and the  Enhancer) in accordance  with the
provisions of the Indenture;

(b) if any representation or warranty made by a Seller in the Purchase Agreement
proves  to have  been  incorrect  in any  material  respect  when made and which


                                       21
<PAGE>

continues to be  incorrect in any material  respect for a period of 45 days with
respect to any  representation  or warranty of the Seller made in Section 3.1(a)
or 3.1(c)(I),  as applicable,  of the Purchase Agreement or 90 days with respect
to any  representation  or warranty  made in Section  3.1(b) or  3.1(c)(II),  as
applicable,  of the Purchase  Agreement  after written notice and as a result of
which the interests of the  Securityholders  or the Enhancer are  materially and
adversely affected; provided, however, that a Rapid Amortization Event shall not
be  deemed  to have  occurred  if the  Seller  has  repurchased  or caused to be
repurchased or substituted for the affected Mortgage Loan during such period (or
within an additional  60 days with the consent of the Indenture  Trustee and the
Enhancer) in accordance with the provisions of the Indenture;

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

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

(e) the Issuer  shall  become  subject to  regulation  by the  Commission  as an
investment  company within the meaning of the Investment Company Act of 1940, as
amended;

(f) a  Servicing  Default  shall  occur and be  unremedied  under the  Servicing
Agreement and a qualified successor Servicer shall not have been appointed;

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

(h) the Issuer (or a portion  thereof) is  determined  to be a taxable  mortgage
pool  or  an  association  (or  a  publicly-traded  partnership)  taxable  as  a
corporation or a taxable mortgage pool for federal income tax purposes; or

(i) an event of default under the Insurance  Agreement  (except for a default by
the  Enhancer,  unless  such  Enhancer  cannot be  replaced  without  additional
expense).

(j) In the case of any event  described  in (a),  (b),  (f), (g) or (i), a Rapid
Amortization  Event  shall  be  deemed  to have  occurred  only  if,  after  any
applicable grace period described in such clauses, any of the Indenture Trustee,
the Enhancer or, with the consent of the  Enhancer,  Securityholders  evidencing
not less than 51% of the aggregate  Securities Balance, by written notice to the
Sellers, the Servicer, the Depositor and the Owner Trustee (and to the Indenture
Trustee, if given by the Enhancer or the Securityholders),  declare that a Rapid


                                       22
<PAGE>

Amortization  Event has occurred as of the date of such  notice.  In the case of
any event described in clauses (c), (d), (e) or (h), a Rapid  Amortization Event
shall be deemed to have occurred  without any notice or other action on the part
of the Indenture Trustee,  the Securityholders or the Enhancer  immediately upon
the occurrence of such event; provided, that any Rapid Amortization Event may be
waived and deemed of no effect with the written consent of the Enhancer and each
Rating Agency, subject to the satisfaction of any conditions to such waiver.

        Rapid  Amortization  Period:  As to each  Class  of  Notes,  the  period
beginning on the earlier of (i) the first Payment Date  following the end of the
Managed  Amortization  Period and (ii) the  occurrence  of a Rapid  Amortization
Event, and ending upon the termination of the Issuer.

        Rating Agency: Each of Moody's, Standard & Poor's, Fitch or, if any such
organization or a successor  thereto is no longer in existence,  such nationally
recognized   statistical  rating  organization,   or  other  comparable  Person,
designated by the Depositor,  notice of which  designation shall be given to the
Indenture Trustee.  References herein to the highest short term unsecured rating
category of a Rating  Agency  shall mean A-1 or better in the case of Standard &
Poor's,  P-1 or  better in the case of  Moody's  and F1 or better in the case of
Fitch;  and in the case of any other Rating Agency,  shall mean such  equivalent
ratings.  References herein to the highest long-term rating category of a Rating
Agency  shall mean "AAA" in the case of Standard & Poor's,  "Aaa" in the case of
Moody's  and  "AAA" in the case of Fitch;  and in the case of any  other  Rating
Agency, shall mean such equivalent rating.

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

        Record  Date:  With  respect to the Notes and any Payment  Date,  unless
Notes are no longer  held in  book-entry  form,  the  Business  Day  immediately
preceding  such Payment  Date and if the Notes are no longer held in  book-entry
form,  the last  Business Day of the month  preceding  the month of such Payment
Date.

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

        Reference Bank Rate:  With respect to any Interest  Period,  as follows:
the arithmetic mean (rounded upwards, if necessary, to the nearest one sixteenth
of one percent) of the offered rates for United  States dollar  deposits for one
month which are offered by the Reference Banks as of 11:00 a.m., London, England
time,  on the second LIBOR  Business Day prior to the first day of such Interest
Period to prime banks in the London  interbank  market in amounts  approximately
equal to the sum of the outstanding Note Balance of the Notes; provided, that at
least two  Reference  Banks  provide such rate. If fewer than two such rates are
provided,  the  Reference  Bank  Rate will be the  arithmetic  mean of the rates
quoted by one or more major banks in New York City,  selected  by the  Indenture
Trustee after consultation with the Servicer and the Enhancer, as of 11:00 a.m.,
New York time, on such date for loans in U.S.  Dollars to leading European banks
for a period of one month in amounts  approximately  equal to the aggregate Note
Balance of the Notes.

                                       23
<PAGE>

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

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

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

     Representative:  Greenwich Capital Markets,  Inc., as representative of the
Underwriters.

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

        Repurchase  Price:  With  respect to any  Mortgage  Loan  required to be
repurchased  on any date pursuant to the Purchase  Agreement or purchased by the
Servicer pursuant to the Servicing Agreement,  an amount equal to the sum of (i)
100% of the Principal Balance thereof (without reduction for any amounts charged
off) and (ii) unpaid  accrued  interest at the Loan Rate (or with respect to the
last day of the month in the month of repurchase, the Loan Rate will be the Loan
Rate in effect as of the  second to last day in such  month) on the  outstanding
Principal  Balance  thereof from the Due Date to which interest was last paid by
the  related  Mortgagor  to the first day of the  month  following  the month of
purchase.  No portion of any Repurchase  Price shall be included in any Excluded
Amount for any Payment Date during the Rapid Amortization Period.

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

        Responsible Officer:  With respect to the Indenture Trustee, any officer
of the Indenture Trustee with direct  responsibility  for the  administration of
the Trust  Agreement and also,  with respect to a particular  matter,  any other
officer to whom such matter is referred  because of such officer's  knowledge of
and familiarity with the particular subject.

                                       24
<PAGE>

        Revolving Period: The period beginning on the Closing Date and ending on
the earlier of (i)  September  30, 2003,  and (ii) the  occurrence  of a Managed
Amortization Event or a Rapid Amortization Event.

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

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

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

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

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

         Securityholder:  Any Noteholder or Certificateholder.

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

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

     Servicing  Agreement:  The servicing agreement dated as of the Closing Date
among the Servicer, the Issuer and the Indenture Trustee.

     Servicing Certificate:  A certificate completed and executed by a Servicing
Officer  on  behalf of the  Servicer  in  accordance  with  Section  4.01 of the
Servicing Agreement.

        Servicing Default:  Any one of the following events:

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

(ii) any failure on the part of the  Servicer  duly to observe or perform in any
material  respect any other covenants or agreements of the Servicer set forth in
the  Securities  or in the Servicing  Agreement,  which  failure,  in each case,
materially  and adversely  affects the interests of the  Securityholders  or the


                                       25
<PAGE>

Enhancer,  and which failure continues  unremedied for a period of 45 days after
the date on which  written  notice  of such  failure,  requiring  the same to be
remedied,  and  stating  that such  notice is a "Notice  of  Default"  under the
Servicing Agreement,  shall have been given to the Servicer by the Issuer or the
Indenture Trustee,  or to the Servicer,  the Issuer and the Indenture Trustee by
the Enhancer;

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

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

(v) a Rapid Amortization Event occurs on account of the circumstances  specified
in  clause  (g) of the  definition  of Rapid  Amortization  Event,  which  event
continues beyond the 90 day grace period set forth in such clause (g);

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

(vii) the Rolling Six-Month  Annualized  Liquidation Loss Amount with respect to
the Mortgage Loans exceeds 1.50%.

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

        Servicing Fee Rate:  0.50% per annum.

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

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

                                       26
<PAGE>

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

        Stepdown  Date:  The later of (i) the Payment  Date in October  2004 and
(ii)  the  Payment  Date on which  the Pool  Balance  (after  applying  payments
received in the related  Collection Period) as of such Payment Date is less than
50% of the initial Pool Balance.

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

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

        Subsequent  Mortgage Loan: An adjustable rate home equity revolving line
of credit sold by a Seller to the Issuer pursuant to Section 2.2 of the Purchase
Agreement,  such  Mortgage  Loan being  identified on the Mortgage Loan Schedule
attached  to the related  Subsequent  Transfer  Agreement,  as set forth in such
Subsequent Transfer Agreement.

     Subsequent Net Recovery Amounts: Amounts collected on a Mortgage Loan after
the Mortgage Loan becomes a Liquidated Mortgage Loan, net of any Recovery Fee.

        Subsequent Transfer Agreement:  Each Subsequent Transfer Agreement dated
as of a  Subsequent  Transfer  Date  executed by the  respective  Seller and the
Issuer  substantially  in the form of Exhibit 2 to the  Purchase  Agreement,  by
which the related Subsequent Mortgage Loans are sold to the Issuer.

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

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

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

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

        Tangible Net Worth:  Net Worth,  less the sum of the following  (without
duplication):  (a) any other assets of GMACM and its  consolidated  subsidiaries
that would be treated as intangibles under GAAP including,  without  limitation,
any  write-up of assets  (other than  adjustments  to market value to the extent
required  under GAAP with  respect to excess  servicing,  residual  interests in


                                       27
<PAGE>

offerings  of  asset-backed  securities  and  asset-backed  securities  that are
interest-only   securities),   good-will,   research  and   development   costs,
trade-marks,  trade names, copyrights, patents and unamortized debt discount and
expenses and (b) loans or other extensions of credit to officers of GMACM or its
consolidated  subsidiaries other than mortgage loans made to such Persons in the
ordinary course of business.

        Tax Matters Partner: GMACM, as the Servicer, for so long as the Servicer
holds all or any portion of the Certificates;  if any other Person holds 100% of
the Certificates, such Person; and otherwise as provided in the Code.

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

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

        Transfer Date:  The Payment Date on which the Servicer,  upon receipt of
written  notice and  direction  from the Issuer,  shall cause the  retransfer of
Mortgage Loans from the Trust Estate to the Issuer,  pursuant to Section 3.15(c)
of the Servicing Agreement.

        Transfer  Notice Date: The fifth Business Day prior to the Transfer Date
for which the Servicer shall give the Indenture Trustee, the Rating Agencies and
the Enhancer a notice of the proposed retransfer of Mortgage Loans,  pursuant to
Section 3.15(c) of the Servicing Agreement.

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

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

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

     Trust Agreement:  The trust agreement dated as of the Closing Date, between
the Owner Trustee and the Depositor.

     Trust  Estate:  The  meaning  specified  in  the  Granting  Clause  of  the
Indenture.

     Trust  Indenture  Act or TIA: The Trust  Indenture  Act of 1939, as amended
from time to time, as in effect on any relevant date.

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        Two Month Rolling  Average Excess Spread  Percentage:  As of any Payment
Date  beginning  with the second  Payment Date, a number equal to the average of
the Excess Spread  Percentage for each of the two immediately  preceding Payment
Dates.

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

     Underwriters:  Each of Greenwich  Capital  Markets,  Inc., Banc One Capital
Markets, Inc. and First Union Securities, Inc.

        Underwriting Agreement: The underwriting agreement dated March 21, 2002,
between  GMACM,  the Depositor and the  Underwriter,  as  representative  of the
underwriters set forth in the Underwriting Agreement.

        Uniform Single  Attestation  Program for Mortgage  Bankers:  The Uniform
Single  Attestation  Program for Mortgage Bankers,  as published by the Mortgage
Bankers  Association  of America and  effective  with respect to fiscal  periods
ending on or after December 15, 1995.

     Unpaid Principal Amount: As defined in Section 3.05(a) of the Indenture.

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




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