EXHIBIT 4.3
                                 EXECUTION COPY




                        GMACM HOME LOAN TRUST 2001-HLTV1,


                                     Issuer,


                                       and


                              THE BANK OF NEW YORK,


                                Indenture Trustee

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


                                    INDENTURE

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


                          Dated as of January 30, 2001


                        GMACM HOME LOAN-BACKED TERM NOTES




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                                Table of Contents

                                                                                          Page


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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 Home Loans..................4

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

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

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

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

        Section 3.06 Protection of Trust Estate.............................................8

        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 Home Loans..............11

        Section 3.13 Assignee of Record of the Home 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 Payments under the Limited Reimbursement Agreemen.....................17

ARTICLE IV        The Notes; Satisfaction and Discharge of Indenture.......................17

        Section 4.01 The Notes;............................................................17

        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......................................................20

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

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

        Section 4.09 Tax Treatment.........................................................21

        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.....................................................24

        Section 5.01 Events of Default.....................................................24

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

        Section 5.03 Collection of Indebtedness and Suits for Enforcement by

               Indenture Trustee...........................................................25

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

        Section 5.05 Optional Preservation of the Trust Estate.............................29

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

        Section 5.07 Unconditional Rights of Noteholders to Receive Principal and
               Interest....................................................................30

        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 Credit Enhancer or Noteholders.............................31

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

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

        Section 5.14 Waiver of Stay or Extension Laws......................................32

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

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

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

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

        Section 6.01 Duties of Indenture Trustee...........................................35

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

        Section 6.03 Individual Rights of Indenture Trustee................................38

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

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

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

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        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........................................................46

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

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

        Section 8.05 Release of Trust Estate...............................................47

        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...................................51

        Section 9.06 Reference in Notes to Supplemental Indentures.........................51

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..................................................54

        Section 10.04 Notices, etc., to Indenture Trustee, Issuer, Credit Enhancer

               and Rating Agencies.........................................................54

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

        Section 10.06 Alternate Payment and Notice Provisions..............................56

        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........................................................57

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        Section 10.14 Counterparts.........................................................57

        Section 10.15 Recording of Indenture...............................................57

        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
Appendix A     -      Definitions

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        This Indenture, dated as of January 30, 2001, is between GMACM Home Loan
Trust 2001-HLTV1,  a Delaware business trust, as issuer (the "Issuer"),  and The
Bank of New York, a New York  banking  corporation,  as  indenture  trustee (the
"Indenture Trustee").


                                   WITNESSETH:

        Each party  hereto  agrees as follows for the benefit of the other party
and for the equal and ratable  benefit of the Noteholders of the Issuer's Series
2001-HLTV1 GMACM Home 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 Credit  Enhancer,  all of
the Issuer's  right,  title and interest in and to all accounts,  chattel paper,
general intangibles, contract rights, certificates of deposit, deposit accounts,
instruments,  documents, letters of credit, money, advices of credit, investment
property,  goods and other  property  consisting of, arising under or related to
whether  now  existing or  hereafter  created in any of the  following:  (a) the
Initial  Home  Loans and any  Subsequent  Home  Loans,  and all monies due or to
become due thereunder; (b) the Note Payment Account, and all funds on deposit or
credited thereto from time to time and all proceeds thereof; (c) the Capitalized
Interest Account, and all funds on deposit or credited thereto from time to time
(other than any income thereon),  and the Pre-Funding  Account, and all funds on
deposit or  credited  thereto  from time to time;  (d) the  Policy;  and (e) all
present and future  claims,  demands,  causes and choses in action in respect of
any or all of the  foregoing  and all payments on or under,  and all proceeds of
every kind and nature  whatsoever in respect of, any or all of the foregoing and
all payments on or under,  and all proceeds of every kind and nature  whatsoever
in the conversion thereof,  voluntary or involuntary,  into cash or other liquid
property,  all cash proceeds,  accounts,  accounts  receivable,  notes,  drafts,
acceptances,  checks, deposit accounts, rights to payment of any and every kind,
and other forms of obligations and  receivables,  instruments and other property
which at any time  constitute  all or part of or are included in the proceeds of
any of the foregoing (collectively, the "Trust Estate" or the "Collateral").

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

        The foregoing Grant shall inure to the benefit of the Credit 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 Credit Enhancer until all such amounts owing to it
have been repaid in full.


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        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
$300,000,000. The Class A-I-1 Notes, Class A-I-2 Notes, Class A-I-3 Notes, Class
A-I-4 Notes,  Class A-I-5 Notes,  Class A-I-6 Notes, Class A-I-7 Notes and Class
A-II Notes shall have initial  principal  amounts of  $57,166,000,  $26,379,000,
$41,965,000, $17,163,000, $30,678,000, $42,404,000, $59,245,000 and $25,000,000,
respectively.


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

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

                                  ARTICLE III

                                    Covenants

Section  3.01  Collection  of  Payments  with  Respect  to the Home  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 Home 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 New York,  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:


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

(b) give the Indenture  Trustee and the Credit  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

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such repayment to Noteholders the Notes which have been called but have not been
surrendered  for  redemption  or whose  right to or  interest  in monies due and
payable  but not  claimed is  determinable  from the  records  of the  Indenture
Trustee  or of any  Paying  Agent,  at the last  address of record for each such
Noteholder).

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

Section 3.05   Priority of Distributions.

(a) In accordance with Section 3.03(a) of the Servicing Agreement,  the priority
of  distributions  on each Payment Date from Principal  Collections and Interest
Collections in the Note Payment  Account,  any advances of delinquent  principal
and/or interest on the Home Loans made by the Servicer in respect of the related
Collection  Period,  any Policy  Draw  Amount  deposited  into the Note  Payment
Account pursuant to Section 3.28(a), any payment under the Limited Reimbursement
Agreement   deposited   therein  pursuant  to  Section  3.30,  and  any  amounts
transferred to the Note Payment Account from the Pre-Funding  Account and/or the
Capitalized Interest Account pursuant to Sections 3.17 and 3.18 of the Servicing
Agreement, is as follows:

(i)     to pay to the  Credit  Enhancer,  the  Premium  for the  Policy for such
        Payment Date and any previously  unpaid Premiums,  with interest thereon
        as provided in the Insurance Agreement, and to the designee or designees
        of the  Credit  Enhancer  pursuant  to Section  3.30,  the amount of any
        monthly fee for the Limited Reimbursement Agreement, on a pro rata basis
        and any  previously  unpaid  monthly  fees,  with  interest  thereon  as
        provided in the Limited Reimbursement Agreement;

(ii)    for  payment by the  Paying  Agent to the  Noteholders  of each Class of
        Notes, interest for the related Interest Period at the related Note Rate
        on the related Note Balance  immediately  prior to such Payment Date and
        interest  due and  unpaid on any  Class of Notes  for any prior  Payment
        Date;

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

(iv)    for payment by the Paying Agent to the Noteholders, as a distribution of
        principal on the Notes,  the Liquidation  Loss  Distribution  Amount for

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

(v)     to the Credit  Enhancer,  to  reimburse  it for prior  draws made on the
        Policy,  with interest  thereon as provided in the Insurance  Agreement,
        provided, that no such reimbursement shall be made in respect of amounts
        that were paid to the Indenture Trustee under the Limited  Reimbursement
        Agreement, or for which the Credit Enhancer is entitled to reimbursement
        under the Limited Reimbursement Agreement;

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

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

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

(ix) any remaining amount, to the Distribution  Account, for distribution to the
     Certificateholders by the Certificate Paying Agent;

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

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

        Amounts  paid to  Noteholders  shall be paid in  respect of the Notes in
accordance  with the applicable  percentage as set forth in paragraph (c) below.
Interest  on the Class  A-I-1  Notes will be computed on the basis of the actual
number of days in each Interest Period and a 360-day year. Interest on the Class
A-I-2  Notes,  the Class A-I-3  Notes,  the Class A-I-4  Notes,  the Class A-I-5
Notes,  the Class  A-I-6  Notes,  the Class A-I-7 Notes and the Class A-II Notes
will be  computed on the basis of a 360-day  year  consisting  of twelve  30-day

                                        7

<PAGE>


months.  Any  installment  of interest or principal  payable on any Note that is
punctually  paid or duly  provided for by the Issuer on the  applicable  Payment
Date  shall be paid to the  Noteholder  of  record  thereof  on the  immediately
preceding  Record Date by wire  transfer to an account  specified  in writing by
such Noteholder reasonably satisfactory to the Indenture Trustee, or by check or
money order mailed to such Noteholder at such Noteholder's  address appearing in
the Note Register,  the amount  required to be distributed to such Noteholder on
such  Payment  Date  pursuant to such  Noteholder's  Notes;  provided,  that the
Indenture  Trustee shall not pay to any such Noteholder any amounts  required to
be withheld from a payment to such Noteholder by the Code.

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

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

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

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

Section 3.06   Protection of Trust Estate.


                                        8

<PAGE>


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

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

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

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

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

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

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

Section 3.07   Opinions as to Trust Estate.

        On the Closing Date,  the Issuer shall furnish to the Indenture  Trustee
and the Owner Trustee an Opinion of Counsel at the expense of the Issuer stating
that,  upon delivery of the Mortgage Notes relating to the Initial Home 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 Home Loans.

        On or before December 31st in each calendar year, beginning in 2001, the
Issuer  shall  furnish  to the  Indenture  Trustee  an Opinion of Counsel at the
expense of the Issuer either  stating  that, in the opinion of such counsel,  no
further  action is necessary to maintain a perfected,  first  priority  security
interest in the Home Loans until December 31 in the following  calendar year or,
if any such action is required to maintain  such  security  interest in the Home

                                        9

<PAGE>



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 Home 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 Home 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 Home Loans or
any such instrument,  except such actions as the Servicer is expressly permitted
to take in the Servicing Agreement.

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

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

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

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

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

                                        10

<PAGE>



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 Home Loans, the
Purchase  Agreement  or in any other Basic  Document,  if any such action  would
materially and adversely  affect the interests of the  Noteholders or the Credit
Enhancer.

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

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

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

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

Section 3.12  Representations  and  Warranties  Concerning  the Home Loans.  The
Indenture  Trustee,  as pledgee of the Home 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 Home 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 Home Loans. As pledgee of the Home Loans,
the Indenture Trustee shall hold title to the Home Loans by being named as payee
in the  endorsements  of the Mortgage  Notes and assignee in the  Assignments of
Mortgage to be delivered under Section 2.1 of the Purchase Agreement.  Except as
expressly provided in the Purchase Agreement or in the Servicing  Agreement with
respect to any specific Home Loan,  the Indenture  Trustee shall not execute any
endorsement or assignment or otherwise  release or transfer such title to any of
the Home 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  9-305  of  the  UCC or  other  similar
applicable  law,  rule or regulation of the state in which such property is held
by the Servicer,  the Issuer and the Indenture  Trustee hereby  acknowledge that
the Servicer is acting as agent and bailee of the  Indenture  Trustee in holding
amounts on deposit in the  Custodial  Account  pursuant  to Section  3.02 of the
Servicing  Agreement that are allocable to the Home 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 Home Loans,  will be deemed to have
possession  of such  Related  Documents,  such  monies and such other  items for
purposes of Section 9-305 of the UCC of the state in which such property is held
by the Servicer.

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

Section 3.16   Issuer May Consolidate, etc.

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

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

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

(iii)   the Credit 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  Credit
        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 Credit 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 Home 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

                                        14

<PAGE>




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

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

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

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

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

        The Indenture Trustee will make the monthly statement to Securityholders
(and, at its option,  any additional files containing the same information in an
alternative  format)  available  each  month to  Securityholders  and the Credit
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.MBSReporting.com".  Assistance  in using  the  website  can be

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<PAGE>



obtained by calling Mortgage Backed Securities Administration at (212) 815-2201.
Parties  that are unable to use the above  distribution  options are entitled to
have a paper copy mailed to them via first class mail by calling Mortgage Backed
Securities  Administration and indicating such. The Indenture Trustee shall have
the right to change the way the statement to Securityholders  are distributed in
order to make such  distribution  more convenient  and/or more accessible to the
above  parties and the  Indenture  Trustee  shall  provide  timely and  adequate
notification to all above parties regarding any such changes.

Section 3.27  Determination of Note Rate. The Indenture  Trustee shall determine
LIBOR and the  applicable  Note Rate for each  Interest  Period as of the second
LIBOR Business Day immediately preceding (i) the Closing Date in the case of the
first  Interest  Period for the Class A-I-1 Notes and (ii) the first day of each
succeeding  Interest  Period for the Class  A-I-1  Notes,  and shall  inform the
Issuer,  the  Servicer  and the  Depositor  not later than the Business Day next
preceding the first day of each such Interest Period.

Section 3.28 Payments under the Policy.

(a) 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,  if
any, equal to the Policy Draw Amount for such Payment Date,  provided,  however,
that if the  Indenture  Trustee  receives  part or all of such draw as a payment
pursuant to the Limited Reimbursement Agreement, the Indenture Trustee shall not
make a draw on the Policy to the extent of such payment.  The Indenture  Trustee
shall  deposit or cause to be  deposited  such  Policy Draw Amount into the Note
Payment Account on such Payment Date. For purposes of the foregoing,  the amount
on deposit in the Note  Payment  Account  and  available  to be  distributed  as
interest  on any  Payment  Date  shall  include  all  amounts on deposit in such
account with respect to such Payment Date,  other than the Principal  Collection
Distribution  Amount and the Liquidation Loss Distribution Amount (if any) to be
distributed on such Payment Date.  Notwithstanding the foregoing,  if and to the
extent a court of competent  jurisdiction  orders the repayment by the Indenture
Trustee to any party to the Limited  Reimbursement  Agreement of the amount paid
by such party to the Indenture Trustee,  the Indenture Trustee shall make a draw
on the Policy pursuant to the terms hereof as if such  counterparty had not made
any payment to the Indenture Trustee.

(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 Credit 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

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<PAGE>



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 Credit  Enhancer.  It shall be a condition to procurement of any
such  additional  credit  enhancement  that there be delivered to the  Indenture
Trustee and the Credit Enhancer (a) an Opinion of Counsel, acceptable in form to
the Indenture  Trustee and the Credit Enhancer,  from counsel to the provider of
such additional credit  enhancement with respect to the  enforceability  thereof
and such other  matters as the  Indenture  Trustee  or the Credit  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 Payments under the Limited Reimbursement  Agreement.  The Indenture
Trustee  shall  deposit any  amounts  received  under the Limited  Reimbursement
Agreement into the Note Payment  Account.  Any such amounts shall be distributed
on the related Payment Date pursuant to Section 3.05(a).  The Indenture  Trustee
shall make the  payments to the  designee or  designees  of the Credit  Enhancer
under  Section  3.05(a)(i)  pursuant  to  written  instructions  from the Credit
Enhancer to the Indenture Trustee.

                                   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.


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<PAGE>



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

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

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

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

        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.


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<PAGE>



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

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

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

Section 4.03  Mutilated,  Destroyed,  Lost or Stolen Notes. If (i) any mutilated
Note is surrendered to the Indenture Trustee,  or the Indenture Trustee receives
evidence to its satisfaction of the destruction,  loss or theft of any Note, and
(ii) there is delivered to the  Indenture  Trustee such security or indemnity as
may be required  by it to hold the Issuer and the  Indenture  Trustee  harmless,
then,  in the  absence  of  notice  to the  Issuer,  the Note  Registrar  or the
Indenture Trustee that such Note has been acquired by a bona fide purchaser, and
provided that the  requirements  of Section 8-405 of the UCC are met, the Issuer
shall execute, and upon its request the Indenture Trustee shall authenticate and
deliver,  in exchange for or in lieu of any such mutilated,  destroyed,  lost or
stolen Note, a replacement Note of the same class;  provided,  however,  that if
any such destroyed,  lost or stolen Note, but not a mutilated  Note,  shall have
become or within  seven  days  shall be due and  payable,  instead  of issuing a
replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so
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

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<PAGE>




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 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;


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<PAGE>



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

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

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

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

Section 4.08 Definitive Notes. If (i) the Indenture Trustee  determines that the
Depository   is  no  longer   willing  or  able  to   properly   discharge   its
responsibilities  with respect to the Notes and, if  requested by the  Servicer,
the  Indenture  Trustee  is  unable to locate a  qualified  successor,  (ii) the
Indenture  Trustee  elects  to  terminate  the  book-entry  system  through  the
Depository,  or (iii) after the  occurrence  of an Event of Default,  Beneficial
Owners  of  Notes  representing  beneficial  interests  aggregating  at  least a
majority of the  aggregate  Note Balance of the Notes advise the  Depository  in
writing that the  continuation of a book-entry  system through the Depository is
no longer in the best  interests of the Beneficial  Owners,  then the Depository
shall notify all Beneficial  Owners and the Indenture  Trustee of the occurrence
of any such event and of the  availability  of  Definitive  Notes to  Beneficial
Owners  requesting  the same.  Upon  surrender to the  Indenture  Trustee of the
typewritten  Notes  representing  the  Book-Entry  Notes by the  Depository  (or
Percentage Interest of the Book-Entry Notes being transferred pursuant to clause
(iii) above), accompanied by registration instructions, the Issuer shall execute
and the Indenture Trustee shall  authenticate the Definitive Notes in accordance
with the instructions of the Depository.  None of the Issuer, the Note Registrar
or the  Indenture  Trustee  shall be liable  for any delay in  delivery  of such
instructions,  and each may  conclusively  rely on,  and shall be  protected  in
relying on,  such  instructions.  Upon the  issuance of  Definitive  Notes,  the
Indenture  Trustee shall  recognize the  Noteholders of the Definitive  Notes as
Noteholders.

Section 4.09 Tax Treatment.  The Issuer has entered into this Indenture, and the
Notes will be issued,  with the  intention  that,  for federal,  state and local
income,  single  business and franchise tax purposes,  the Notes will qualify as

                                        21

<PAGE>




indebtedness.  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.

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

                      (A)    either

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

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

a)      have become due and payable,

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

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

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

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<PAGE>




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

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

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

Section 4.12   Subrogation and Cooperation.

(a) The Issuer and the Indenture Trustee  acknowledge that (i) to the extent the
Credit  Enhancer  makes  payments under the Policy on account of principal of or
interest on the Home Loans,  the Credit Enhancer will be fully subrogated to the
rights the  Noteholders  to receive  such  principal of and interest on the Home
Loans,  and (ii) the Credit  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 Credit Enhancer for action to preserve or enforce the
Credit  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;


                                        23

<PAGE>



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

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

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

        Following the payment in full of the Notes,  the Credit  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 Credit
Enhancer have been paid in full.

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

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

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

                                   ARTICLE V

                              Default And Remedies

Section  5.01  Events of  Default.  The Issuer  shall  deliver to the  Indenture
Trustee  and the  Credit  Enhancer,  within  five  days  after  learning  of the
occurrence  of any event  that with the  giving of notice  and the lapse of time

                                        24

<PAGE>



would become an Event of Default under clause (c) of the definition of "Event of
Default"  written  notice in the form of an Officer's  Certificate of its status
and what action the Issuer is taking or proposes to take with respect thereto.

Section 5.02 Acceleration of Maturity;  Rescission and Annulment. If an Event of
Default shall occur and be continuing, then and in every such case the Indenture
Trustee,  acting at the direction of the Credit  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 Credit 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 Credit  Enhancer or the Noteholders
of Notes  representing  a majority of the  aggregate  Note Balance of the Notes,
with the written consent of the Credit Enhancer, by written notice to the Issuer
and the Indenture Trustee, may in writing waive the related Event of Default and
rescind and annul such declaration and its consequences if:

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

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

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

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

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

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

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

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<PAGE>




principal of any Note when the same becomes due and payable,  the Issuer  shall,
upon  demand  of the  Indenture  Trustee,  pay to it,  for  the  benefit  of the
Noteholders,  the entire  amount then due and payable on the Notes for principal
and interest,  with interest on the overdue  principal,  and in addition thereto
such further  amount as shall be  sufficient  to cover the costs and expenses of
collection,  including the reasonable compensation,  expenses, disbursements and
advances of the Indenture Trustee and its agents and counsel.

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

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

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

                                        26

<PAGE>


          all  advances  made,  by the  Indenture  Trustee and each  predecessor
          Indenture  Trustee,   except  as  a  result  of  negligence,   willful
          misconduct  or bad  faith)  and of the  Noteholders  allowed  in  such
          Proceedings;


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

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

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

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

(e) Nothing herein contained shall be deemed to authorize the Indenture  Trustee
to  authorize  or  consent  to or vote for or  accept  or adopt on behalf of any
Noteholder any plan of  reorganization,  arrangement,  adjustment or composition
affecting the Notes or the rights of any Noteholder  thereof or to authorize the
Indenture  Trustee to vote in respect of the claim of any Noteholder in any such
proceeding  except,  as  aforesaid,  to vote for the  election  of a trustee  in
bankruptcy or similar Person.

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

(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.


                                        27
<PAGE>



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 Credit Enhancer may, or, at the written  direction of the
Credit 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 Credit 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 Credit
Enhancer  for any amounts  drawn under the Policy and any other  amounts due the
Credit  Enhancer  under the  Insurance  Agreement or (C) the  Indenture  Trustee
determines that the Home Loans will not continue to provide sufficient funds for
the payment of  principal of and interest on the Notes as they would have become
due if the  Notes  had not been  declared  due and  payable,  and the  Indenture
Trustee  obtains the consent of the Credit  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  Home  Loans by the  Servicer  as  provided  in the
Servicing Agreement. Notwithstanding any sale of the Home 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 of the Policy.

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<PAGE>



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

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

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

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

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

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

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

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

Section 5.05 Optional  Preservation of the Trust Estate.  If the Notes have been
declared due and payable  under  Section 5.02  following an Event of Default and
such declaration and its consequences have not been rescinded and annulled,  the
Indenture  Trustee may, but need not (but shall at the written  direction of the
Credit 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 Credit 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

                                        29

<PAGE>


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 Credit Enhancer.

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

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

Section  5.07  Unconditional  Rights of  Noteholders  to Receive  Principal  and
Interest.  Subject to the  provisions of this  Indenture,  the Noteholder of any
Note shall have the  right,  which is  absolute  and  unconditional,  to receive
payment of the principal of and  interest,  if any, on such Note on or after the

                                        30

<PAGE>


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  Credit  Enhancer  or  the
Noteholders is intended to be exclusive of any other right or remedy,  and every
right and remedy shall,  to the extent  permitted by law, be  cumulative  and in
addition to every other right and remedy  given  hereunder  or now or  hereafter
existing at law, in equity or  otherwise.  The  assertion or  employment  of any
right or remedy  hereunder,  or  otherwise,  shall not  prevent  the  concurrent
assertion or employment of any other appropriate right or remedy.

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

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

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

(b) subject to the express terms of Section 5.04, any direction to the Indenture
Trustee to sell or liquidate  the Trust  Estate shall be by the Credit  Enhancer
(so long as no Credit  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 Credit 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

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<PAGE>


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 Credit 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
Credit  Enhancer  (so  long  as  no  Credit  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 Credit  Enhancer,  may waive any past Event of
Default and its  consequences,  except an Event of Default  (a) with  respect to
payment of  principal  of or interest on any of the Notes or (b) in respect of a
covenant or  provision  hereof  that  cannot be modified or amended  without the
consent of the  Noteholder  of each Note.  In the case of any such  waiver,  the
Issuer,  the Indenture  Trustee and the  Noteholders  shall be restored to their
respective  former  positions  and rights  hereunder;  but no such waiver  shall
extend  to any  subsequent  or other  Event  of  Default  or  impair  any  right
consequent thereto.

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

Section 5.13  Undertaking for Costs.  All parties to this Indenture  agree,  and
each  Noteholder  by such  Noteholder's  acceptance of the related Note shall be
deemed to have  agreed,  that any court may in its  discretion  require,  in any
Proceeding for the enforcement of any right or remedy under this  Indenture,  or
in any Proceeding  against the Indenture Trustee for any action taken,  suffered
or omitted by it as Indenture Trustee,  the filing by any party litigant in such
Proceeding of an undertaking to pay the costs of such Proceeding,  and that such
court  may in its  discretion  assess  reasonable  costs,  including  reasonable
attorneys'  fees,  against  any party  litigant in such  Proceeding,  having due
regard to the merits and good faith of the claims or defenses made by such party
litigant;  but the  provisions  of this  Section 5.13 shall not apply to (a) any
Proceeding instituted by the Indenture Trustee, (b) any Proceeding instituted by
any Noteholder,  or group of Noteholders,  in each case holding in the aggregate
more than 10% of the aggregate  Note Balance of the Notes or (c) any  Proceeding
instituted by any Noteholder for the  enforcement of the payment of principal of
or interest on any Note on or after the respective  due dates  expressed in such
Note and in this Indenture.

Section  5.14 Waiver of Stay or Extension  Laws.  The Issuer  covenants  (to the
extent that it may lawfully do so) that it will not at any time insist upon,  or
plead or in any manner  whatsoever,  claim or take the benefit or advantage  of,
any stay or extension  law  wherever  enacted,  now or at any time  hereafter in

                                        32

<PAGE>


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 Credit  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 Credit  Enhancer in
        respect of amounts  drawn under the Policy and any other amounts due the
        Credit Enhancer under the Insurance  Agreement,  in full payment thereof
        in accordance with Section 5.02, on the Payment Date next succeeding the
        date of such Sale, or

(iii)the  Indenture  Trustee  determines,  in  its  sole  discretion,  that  the
     conditions  for  retention  of the Trust  Estate set forth in Section  5.05
     cannot be  satisfied  (in  making  any such  determination,  the  Indenture
     Trustee  may rely and shall be  protected  in relying in good faith upon an
     opinion of an Independent investment banking firm obtained and delivered as
     provided in Section 5.05),  and the Credit  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  Credit  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

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<PAGE>


amount  described in paragraph  (ii) of subsection  (b) of this Section 5.15 has
not been established by the Indenture Trustee and no Person bids an amount equal
to or greater than such amount,  then the Indenture  Trustee shall bid an amount
at least  $1.00 more than the highest  other bid,  which bid shall be subject to
the provisions of Section 5.15(d)(ii).

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

(i)  any  Noteholder  may bid for and, with the consent of the Credit  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 Credit Enhancer as a result of
     such Sale in  accordance  with  Section  5.04(b) on the  Payment  Date next
     succeeding  the date of such Sale and (B) the  expenses  of the Sale and of
     any  Proceedings  in  connection  therewith  that are  reimbursable  to it,
     without  being  required to produce the Notes in order to complete any such
     Sale or in order for the net Sale price to be credited  against such Notes,
     and any  property so acquired by the  Indenture  Trustee  shall be held and
     dealt with by it in accordance with the provisions of this Indenture;

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

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

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


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<PAGE>


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  Credit  Enhancer  or the
Indenture Trustee (with the written consent of the Credit Enhancer), the Issuer,
in its capacity as owner of the Home Loans,  shall,  with the written consent of
the Credit  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  Home  Loans,  including  the
transmission  of notices of default on the part of the  Sellers or the  Servicer
thereunder and the institution of legal or administrative actions or proceedings
to compel or secure  performance by the Sellers or the Servicer of each of their
obligations under the Purchase Agreement and the Servicing Agreement.

(b) If an Event of Default shall have occurred and be continuing,  the Indenture
Trustee,  as  pledgee  of the Home  Loans,  subject  to the rights of the Credit
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 Home Loans
to the Indenture Trustee.

                                   ARTICLE VI

                              The Indenture Trustee

Section 6.01   Duties of Indenture Trustee.


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<PAGE>


(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 Credit
        Enhancer  that the Credit  Enhancer is entitled to give under any of the
        Basic Documents.

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

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

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

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<PAGE>


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

(h) 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 Credit Enhancer and the
Servicer,  a  statement  setting  forth,  to the extent  applicable,  during the
Pre-Funding  Period,  the  Pre-Funded  Amount  as of such  Payment  Date and any
transfers of funds in connection therewith.

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

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

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

Section 6.02   Rights of Indenture Trustee.

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

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

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

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<PAGE>


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

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

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

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

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

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

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<PAGE>


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

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

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

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

                                        39

<PAGE>


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

Section 6.08 Replacement of Indenture Trustee.  No resignation or removal of the
Indenture  Trustee and no  appointment  of a successor  Indenture  Trustee shall
become effective until the acceptance of appointment by the successor  Indenture
Trustee  pursuant to this Section 6.08. The Indenture  Trustee may resign at any
time by so notifying the Issuer and the Credit Enhancer.  The Credit 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
Credit  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 Credit  Enhancer,  which  consent  shall not be  unreasonably  withheld.  In
addition,  the  Indenture  Trustee  shall  resign  to avoid  being  directly  or
indirectly controlled by the Issuer.

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

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

                                        40
<PAGE>


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

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

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

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

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

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

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

                                        41

<PAGE>


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

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

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

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

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

Section 6.11 Eligibility;  Disqualification.  The Indenture Trustee shall at all
times satisfy the  requirements of TIA ss. 310(a).  The Indenture  Trustee shall
have a combined capital and surplus of at least  $50,000,000 as set forth in its
most recent published annual report of condition and it or its parent shall have
a long-term debt rating of A or better by Moody's.  The Indenture  Trustee shall
comply with TIA ss. 310(b),  including the optional  provision  permitted by the
second sentence of TIA ss.  310(b)(9);  provided,  however,  that there shall be
excluded  from the  operation of TIA ss.  310(b)(1)  any indenture or 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.

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<PAGE>


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 under the laws of the State of New York 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 Home Loans.

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

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

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

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

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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 Credit 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 TIAss. 312(c).

Section 7.03   Reports by Issuer.

(a)     The Issuer shall:

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

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

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<PAGE>


        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, 2001,  the  Indenture
Trustee  shall make  available to each  Noteholder as required by TIA ss. 313(c)
and to the Credit  Enhancer a brief report  dated as of such date that  complies
with TIA ss.  313(a).  The  Indenture  Trustee  also shall  comply  with TIA ss.
313(b).

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

                                  ARTICLE VIII

                      Accounts, Disbursements and Releases

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

Section 8.02   Trust Accounts.

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

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benefit of the  Noteholders,  the  Certificate  Paying  Agent,  on behalf of the
Certificateholders,  and the  Credit  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,  the Credit Enhancer 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.

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

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

Section 8.05   Release of Trust Estate.

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(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  Credit  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 Credit Enhancer  stating that
the Credit 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 Credit 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  Credit  Enhancer,  the  Issuer and the  Indenture
Trustee,  when  authorized  by an Issuer  Request,  at any time and from time to
time,  may enter into one or more  indentures  supplemental  hereto (which shall
conform to the provisions of the Trust  Indenture Act as in force at the date of
the execution thereof),  in form satisfactory to the Indenture Trustee,  for any
of the following purposes:

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

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<PAGE>


(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 Credit  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 Credit 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  Credit  Enhancer,  enter  into  an  indenture  or  indentures
supplemental  hereto for the purpose of adding any provisions to, or changing in
any  manner or  eliminating  any of the  provisions  of,  this  Indenture  or of
modifying  in any  manner the rights of the  Noteholders  under this  Indenture;
provided,  however,  that such action  shall not, as  evidenced by an Opinion of

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Counsel,  (i)  adversely  affect in any  material  respect the  interests of any
Noteholder  or the Credit  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 Credit  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 the Notes,  the
consent  of the  Noteholders  of which  is  required  for any such  supplemental
indenture, or the consent of the Noteholders of which is required for any waiver
of  compliance  with certain  provisions of this  Indenture or certain  defaults
hereunder and their consequences provided for in this Indenture;

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

(d) reduce the percentage of the aggregate 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

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

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

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

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

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

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

Section  9.05  Conformity  with Trust  Indenture  Act.  Every  amendment of this
Indenture and every supplemental  indenture executed pursuant to this Article IX

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<PAGE>



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

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

                                   ARTICLE X

                                  Miscellaneous

Section 10.01  Compliance Certificates and Opinions, etc.

(a) Upon any  application  or request by the Issuer to the Indenture  Trustee to
take any action under any provision of this Indenture,  the Issuer shall furnish
to the Indenture Trustee and to the Credit 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

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

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

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

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

(iv) Whenever  the Issuer is  required  to furnish to the  Indenture  Trustee an
     Officer's  Certificate  certifying  or  stating  the  opinion of any signer
     thereof as to the matters described in clause (iii) above, the Issuer shall
     also furnish to the Indenture Trustee an Independent  Certificate as to the
     same  matters if the fair value of the  property or  securities  and of all
     other property,  other than property as contemplated by clause (v) below or
     securities  released from the lien of this Indenture since the commencement
     of the  then-current  calendar  year,  as  set  forth  in the  certificates
     required by clause (iii) above and this clause (iv),  equals 10% or more of
     the aggregate Note Balance of the 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 Home Loans as and

                                        52

<PAGE>



     to the extent permitted or required by the Basic Documents or (B) make cash
     payments out of the Note Payment Account as and to the extent  permitted or
     required by the Basic Documents, so long as the Issuer shall deliver to the
     Indenture Trustee every six months,  commencing June 30, 2001, an Officer's
     Certificate of the Issuer stating that all the  dispositions  of Collateral
     described in clauses (A) or (B) above that  occurred  during the  preceding
     six calendar  months (or such longer period,  in the case of the first such
     Officer's Certificate) were in the ordinary course of the Issuer's business
     and that the proceeds  thereof were  applied in  accordance  with the Basic
     Documents.

 Section 10.02 Form of Documents Delivered to Indenture Trustee.

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

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

                                        53

<PAGE>



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

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

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

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

Section 10.04 Notices,  etc., to Indenture Trustee,  Issuer, Credit 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 The Bank
of New York, 101 Barclay  Street,  12-E,  New York,  New York 10286,  Attention:
GMACM  2001-HLTV1.  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 Loan Trust 2001-HLTV1, in care of
the Owner Trustee,  or at any other address  previously  furnished in writing to
the  Indenture  Trustee by the Issuer.  The Issuer shall  promptly  transmit any
notice received by it from the Noteholders to the Indenture Trustee, or

(c)  the  Credit  Enhancer  by  the  Issuer,  the  Indenture  Trustee  or by any
Noteholders  shall be sufficient  for every purpose  hereunder to in writing and
mailed,  first-class postage pre-paid, or personally delivered or telecopied to:
Ambac Assurance  Corporation,  One State Street Plaza, 19th Floor, New York, New

                                        54

<PAGE>



York 10004,  Attention:  Consumer Asset-Backed Securities Group (GMACM Home Loan
Trust 2001-HLTV1),  telecopier number (212) 363-1459.  The Credit Enhancer shall
promptly  transmit  any notice  received  by it from the Issuer,  the  Indenture
Trustee or the Noteholders to the Issuer or Indenture  Trustee,  as the case may
be.

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

                                        55

<PAGE>



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

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

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

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

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

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

Section 10.11 Benefits of Indenture.  Nothing in this Indenture or in the Notes,
express or implied,  shall give to any Person, other than the parties hereto and
their successors hereunder,  and the Noteholders,  the Credit 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 Credit 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.

                                        56

<PAGE>



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

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

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

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

Section 10.18 Inspection. The Issuer agrees that, on reasonable prior notice, it
shall permit any  representative of the Indenture  Trustee,  during the Issuer's
normal business hours, to examine all the books of account, records, reports and
other papers of the Issuer, to make copies and extracts therefrom, to cause such
books to be audited by Independent certified public accountants,  and to discuss
the  Issuer's  affairs,  finances  and  accounts  with  the  Issuer's  officers,

                                        57

<PAGE>


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.

                                        58


<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 LOAN TRUST 2001-HLTV1, as Issuer



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



                      By:  /s/ Donald G. MacKelcan
                           --------------------------------------
                           Name:  Donald G. MacKelcan
                           Title:    Vice President



                      THE BANK OF NEW YORK, as Indenture Trustee



                      By:   /s/ John Polito
                           --------------------------------------
                           Name:  John Polito
                           Title:    Vice President

THE BANK OF NEW YORK 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/ John Polito
        -------------------------------------------
        Name:  John Polito
        Title:    Vice President

Signatures and Seals

                                        59


<PAGE>


STATE OF DELAWARE     )
                      )       ss.:
COUNTY OF NEW CASTLE  )

        On this 24th day of January 2001,  before me personally  appeared Donald
G. MacKelcan,  to me known, who being by me duly sworn, did depose and say, that
he/she  resides at  Wilmington,  that he/she is the 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/ Leigh Emmi
--------------------------------------------
               Notary Public

Acknowledgements


                                        60

<PAGE>


STATE OF NEW YORK     )
                      ) ss.:
COUNTY OF WESTCHESTER )

        On this 25th day of January  2001,  before me  personally  appeared John
Polito, to me known, who being by me duly sworn, did depose and say, that he/she
resides at 101 Barclay Street;  that he/she is the Vice President of The Bank of
New York, 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/ Josi Pilfornari
               Notary Public

NOTORIAL SEAL

                                        61


<PAGE>







                                    EXHIBIT A
                                  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.

THE HOLDER OF THIS NOTE IS DEEMED TO HAVE  REPRESENTED  THAT THE  ACQUISITION OF
THIS  NOTE BY THE  HOLDER  DOES  NOT  CONSTITUTE  OR GIVE  RISE TO A  PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, FOR WHICH NO
STATUTORY, REGULATORY OR ADMINISTRATIVE EXEMPTION IS AVAILABLE.

                               GMACM HOME LOAN TRUST 2001-HLTV1

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

Registered                                   Initial Note Balance:
                                             $57,166,000

No. R-1                                      Note Rate:  Variable

                                             CUSIP NO. 36185H CS 0

        GMACM Home Loan Trust  2001-HLTV1,  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  fifty-seven  million  one  hundred
sixty-six  thousand  dollars  ($57,166,000),  payable on each Payment Date in an

                                        1

<PAGE>


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-I-1 Notes)
of the  aggregate  amount,  if any,  payable  from the Note  Payment  Account in
respect of principal of the Class A-I-1 Notes (the "Notes")  pursuant to Section
3.05 of the indenture  dated as of January 30, 2001 (the  "Indenture"),  between
the  Issuer  and The Bank of New York,  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  September  2026,  to the
extent not  previously  paid on a prior  Payment  Date.  Capitalized  terms used
herein that are not otherwise  defined shall have the meanings  ascribed thereto
in Appendix A to the Indenture.

        Interest on the Notes will be paid  monthly on each  Payment Date at the
Note Rate for the  related  Interest  Period.  The Note  Rate for each  Interest
Period  will be a floating  rate equal to the lesser of (i) LIBOR plus 0.14% per
annum and (ii) 10.00% per annum. LIBOR for each applicable  Interest Period will
be determined as of the second LIBOR Business Day immediately  preceding (i) the
Closing Date in the case of the first Interest  Period and (ii) the first day of
each  succeeding  Interest  Period by the Indenture  Trustee as set forth in the
Indenture.  All  determinations  of 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  Loan-Backed  Term Notes,  Series  2001-HLTV1  (the
"Series 2001-HLTV1 Notes"),  all issued under the Indenture,  to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee  and  the  Noteholders  of  the  Series  2001-HLTV1  Notes.  The  Series
2001-HLTV1 Notes are subject to all terms of the Indenture.

        The Series 2001-HLTV1 Notes (collectively,  the "Notes") are and will be
equally and ratably  secured by the collateral  pledged as security  therefor as
provided in the Indenture.

                                        2

<PAGE>


        This  Note  is  entitled  to  the   benefits  of  an   irrevocable   and
unconditional  financial  guaranty  insurance  policy issued by Ambac  Assurance
Corporation.

        Principal  of and  interest on this Note will be payable on each Payment
Date,  commencing on February 26, 2001, as described in the Indenture.  "Payment
Date" means the  twenty-fifth  day of each month,  or, if any such date is not a
Business Day, then the next succeeding Business Day.

        The entire unpaid principal amount of this Note shall be due and payable
in full on the Payment Date in September 2026 pursuant to the Indenture,  to the
extent  not  previously  paid  on a  prior  Payment  Date.  Notwithstanding  the
foregoing,  if an Event of Default shall have occurred and be  continuing,  then
the  Indenture  Trustee,  the  Credit  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 Credit  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
in  writing,   with  such  signature   guaranteed  by  an  "eligible   guarantor
institution" meeting the requirements of the Note Registrar,  which requirements

                                        3

<PAGE>


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

        Each  Noteholder or Beneficial  Owner of a Note, by its  acceptance of a
Note, or, in the case of a Beneficial Owner of a Note, a beneficial  interest in
a Note,  covenants  and  agrees  that no  recourse  may be  taken,  directly  or
indirectly,  with respect to the  obligations of the Issuer,  the Owner Trustee,
the 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.

                                        4

<PAGE>


        The Indenture permits,  with certain  exceptions  therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Issuer and the Indenture Trustee and the rights of the Noteholders of the Series
2001-HLTV1 Notes under the Indenture at any time by the Issuer and the Indenture
Trustee  with the consent of the Credit  Enhancer and the  Noteholders  of Notes
representing  a  majority  of the  aggregate  Note  Balance  of the  Notes  then
Outstanding  and with prior notice to the Rating  Agencies.  The Indenture  also
contains provisions  permitting the Noteholders of Notes representing  specified
percentages of the Note Balances of the Series  2001-HLTV1  Notes,  on behalf of
the  Noteholders  of all Series  2001-HLTV1  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 2001-HLTV1 Notes
issued  thereunder  but with prior notice to the Rating  Agencies and the Credit
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 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,  The Bank of New York in its individual capacity, any owner
of a beneficial  interest in the Issuer,  or any of their  respective  partners,
beneficiaries,  agents, officers, directors,  employees or successors or assigns
shall be  personally  liable for, nor shall  recourse be had to any of them for,
the payment of principal of or interest on this Note or the  performance  of, or
the failure to perform,  any of the covenants,  obligations or  indemnifications
contained in the  Indenture.  The  Noteholder  of this Note,  by its  acceptance
hereof, agrees that, except as expressly provided in the Basic Documents, in the

                                        5
<PAGE>


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.




                                        6

<PAGE>


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




                             GMACM HOME LOAN TRUST 2001-HLTV1



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

Dated:  January 30, 2001

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





                          CERTIFICATE OF AUTHENTICATION

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



                            THE BANK OF NEW YORK,
                            not in its individual capacity but solely as
                            Indenture Trustee



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

Dated: January 30, 2001



                                        7


<PAGE>



                                   ASSIGNMENT

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

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

________________________________________
 (name and address of assignee)

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

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

                                           ____________________________ */


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

                                        8
<PAGE>




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.

THE HOLDER OF THIS NOTE IS DEEMED TO HAVE  REPRESENTED  THAT THE  ACQUISITION OF
THIS  NOTE BY THE  HOLDER  DOES  NOT  CONSTITUTE  OR GIVE  RISE TO A  PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, FOR WHICH NO
STATUTORY, REGULATORY OR ADMINISTRATIVE EXEMPTION IS AVAILABLE.

                               GMACM HOME LOAN TRUST 2001-HLTV1

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

Registered                                       Initial Note Balance:
                                                 $26,379,000

No. R-1                                          Note Rate: 6.04%

                                                 CUSIP NO. 36185H CT 8

        GMACM Home Loan Trust  2001-HLTV1,  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  twenty-six  million,  three hundred
seventy-nine thousand dollars ($26,379,000),  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-I-2 Notes)
of the  aggregate  amount,  if any,  payable  from the Note  Payment  Account in
respect of principal of the Class A-I-2 Notes (the "Notes")  pursuant to Section
3.05 of the indenture  dated as of January 30, 2001 (the  "Indenture"),  between

                                        1

<PAGE>


the  Issuer  and The Bank of New York,  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  September  2026,  to the
extent not  previously  paid on a prior  Payment  Date.  Capitalized  terms used
herein that are not otherwise  defined shall have the meanings  ascribed thereto
in Appendix A to the Indenture.

        Interest on the Notes will be paid  monthly on each  Payment Date at the
Note Rate for the related Interest Period. The Note Rate for this Note will be a
fixed rate equal to 6.04% per annum.  Interest on this Note will accrue for each
Payment Date during the calendar month preceding the month in which such Payment
Date occurs. Interest will be computed on the basis of a 360-day year consisting
of twelve 30 day months. Principal of and interest on this 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  Loan-Backed  Term Notes,  Series  2001-HLTV1  (the
"Series 2001-HLTV1 Notes"),  all issued under the Indenture,  to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee  and  the  Noteholders  of  the  Series  2001-HLTV1  Notes.  The  Series
2001-HLTV1 Notes are subject to all terms of the Indenture.

        The Series  2001-HLTV1 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 Ambac  Assurance
Corporation.

        Principal  of and  interest on this Note will be payable on each Payment
Date,  commencing on February 26, 2001, as described in the Indenture.  "Payment
Date" means the  twenty-fifth  day of each month,  or, if any such date is not a
Business Day, then the next succeeding Business Day.

        The entire unpaid principal amount of this Note shall be due and payable
in full on the Payment Date in September 2026 pursuant to the Indenture,  to the
extent  not  previously  paid  on a  prior  Payment  Date.  Notwithstanding  the
foregoing,  if an Event of Default shall have occurred and be  continuing,  then
the  Indenture  Trustee,  the  Credit  Enhancer  or  the  Noteholders  of  Notes

                                        2

<PAGE>


representing  not less than a  majority  of the  aggregate  Note  Balance of the
Notes,  with the  consent of the Credit  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
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

                                        3

<PAGE>


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.

        The Indenture permits,  with certain  exceptions  therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Issuer and the Indenture Trustee and the rights of the Noteholders of the Series
2001-HLTV1 Notes under the Indenture at any time by the Issuer and the Indenture
Trustee  with the consent of the Credit  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

                                        4

<PAGE>


contains provisions  permitting the Noteholders of Notes representing  specified
percentages of the Note Balances of the Series  2001-HLTV1  Notes,  on behalf of
the  Noteholders  of all Series  2001-HLTV1  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 2001-HLTV1 Notes
issued  thereunder  but with prior notice to the Rating  Agencies and the Credit
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,  The Bank of New York in its individual capacity, any owner
of a beneficial  interest in the Issuer,  or any of their  respective  partners,
beneficiaries,  agents, officers, directors,  employees or successors or assigns
shall be  personally  liable for, nor shall  recourse be had to any of them for,
the payment of principal of or interest on this Note or the  performance  of, or
the failure to perform,  any of the covenants,  obligations or  indemnifications
contained in the  Indenture.  The  Noteholder  of this Note,  by its  acceptance
hereof, agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture,  such Noteholder  shall have no
claim against any of the foregoing for any deficiency,  loss or claim therefrom;
provided,  however,  that  nothing  contained  herein  shall be taken to prevent
recourse to, and enforcement  against,  the assets of the Issuer for any and all
liabilities,  obligations and undertakings contained in the Indenture or in this
Note.

                                        5


<PAGE>


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


                              GMACM HOME LOAN TRUST 2001-HLTV1



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

Dated:  January 30, 2001

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





                          CERTIFICATE OF AUTHENTICATION

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



                             THE BANK OF NEW YORK,
                             not in its individual capacity but solely as
                             Indenture Trustee

Dated: January 30, 2001

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




                                        6


<PAGE>



                                   ASSIGNMENT

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

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

  _________________________________
 (name and address of assignee)

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

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

                                            ____________________________*/



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

                                        7
<PAGE>




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.

THE HOLDER OF THIS NOTE IS DEEMED TO HAVE  REPRESENTED  THAT THE  ACQUISITION OF
THIS  NOTE BY THE  HOLDER  DOES  NOT  CONSTITUTE  OR GIVE  RISE TO A  PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, FOR WHICH NO
STATUTORY, REGULATORY OR ADMINISTRATIVE EXEMPTION IS AVAILABLE.

                               GMACM HOME LOAN TRUST 2001-HLTV1

                        GMACM Home Loan-Backed Term Note, Class A-I-3

Registered                                  Initial Note Balance:
                                            $41,965,000

No. R-1                                     Note Rate:  6.27%

                                            CUSIP NO. 36185H CU 5

        GMACM Home Loan Trust  2001-HLTV1,  a business  trust duly organized and
existing  under the laws of the State of  Delaware  (herein  referred  to as the
"Issuer"),  for  value  received,  hereby  promises  to pay to Cede & Co. or its
registered  assigns,  the  principal  sum  of  forty-one  million  nine  hundred
sixty-five  thousand dollars  ($41,965,000),  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-I-3 Notes)
of the  aggregate  amount,  if any,  payable  from the Note  Payment  Account in
respect of principal of the Class A-I-3 Notes (the "Notes")  pursuant to Section

                                        1

<PAGE>


3.05 of the indenture  dated as of January 30, 2001 (the  "Indenture"),  between
the  Issuer  and The Bank of New York,  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  September  2026,  to the
extent not  previously  paid on a prior  Payment  Date.  Capitalized  terms used
herein that are not otherwise  defined shall have the meanings  ascribed thereto
in Appendix A to the Indenture.

        Interest on the Notes will be paid  monthly on each  Payment Date at the
Note Rate for the related Interest Period. The Note Rate for this Note will be a
fixed rate equal to 6.27% per annum.  Interest on this Note will accrue for each
Payment Date during the calendar month preceding the month in which such Payment
Date occurs. Interest will be computed on the basis of a 360-day year consisting
of twelve 30 day months. Principal of and interest on this 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  Loan-Backed  Term Notes,  Series  2001-HLTV1  (the
"Series 2001-HLTV1 Notes"),  all issued under the Indenture,  to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee  and  the  Noteholders  of  the  Series  2001-HLTV1  Notes.  The  Series
2001-HLTV1 Notes are subject to all terms of the Indenture.

        The Series  2001-HLTV1 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 Ambac  Assurance
Corporation.

        Principal  of and  interest on this Note will be payable on each Payment
Date,  commencing on February 26, 2001, as described in the Indenture.  "Payment
Date" means the  twenty-fifth  day of each month,  or, if any such date is not a
Business Day, then the next succeeding Business Day.

        The entire unpaid principal amount of this Note shall be due and payable
in full on the Payment Date in September 2026 pursuant to the Indenture,  to the
extent  not  previously  paid  on a  prior  Payment  Date.  Notwithstanding  the
foregoing,  if an Event of Default shall have occurred and be  continuing,  then
the  Indenture  Trustee,  the  Credit  Enhancer  or  the  Noteholders  of  Notes

                                        2


representing  not less than a  majority  of the  aggregate  Note  Balance of the
Notes,  with the  consent of the Credit  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
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

                                        3

<PAGE>



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.

        The Indenture permits,  with certain  exceptions  therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Issuer and the Indenture Trustee and the rights of the Noteholders of the Series
2001-HLTV1 Notes under the Indenture at any time by the Issuer and the Indenture
Trustee  with the consent of the Credit  Enhancer and the  Noteholders  of Notes
representing  a  majority  of the  aggregate  Note  Balance  of the  Notes  then
Outstanding  and with prior notice to the Rating  Agencies.  The Indenture  also
contains provisions  permitting the Noteholders of Notes representing  specified
percentages of the Note Balances of the Series  2001-HLTV1  Notes,  on behalf of
the  Noteholders  of all Series  2001-HLTV1  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

                                        4

<PAGE>


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 2001-HLTV1 Notes
issued  thereunder  but with prior notice to the Rating  Agencies and the Credit
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,  The Bank of New York in its individual capacity, any owner
of a beneficial  interest in the Issuer,  or any of their  respective  partners,
beneficiaries,  agents, officers, directors,  employees or successors or assigns
shall be  personally  liable for, nor shall  recourse be had to any of them for,
the payment of principal of or interest on this Note or the  performance  of, or
the failure to perform,  any of the covenants,  obligations or  indemnifications
contained in the  Indenture.  The  Noteholder  of this Note,  by its  acceptance
hereof, agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture,  such Noteholder  shall have no
claim against any of the foregoing for any deficiency,  loss or claim therefrom;
provided,  however,  that  nothing  contained  herein  shall be taken to prevent
recourse to, and enforcement  against,  the assets of the Issuer for any and all
liabilities,  obligations and undertakings contained in the Indenture or in this
Note.

                                        5

<PAGE>


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


                             GMACM HOME LOAN TRUST 2001-HLTV1



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

Dated:  January 30, 2001

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





                          CERTIFICATE OF AUTHENTICATION

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



                             THE BANK OF NEW YORK,
                             not in its individual capacity but solely as
                             Indenture Trustee

Dated: January 30, 2001

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



                                        6

<PAGE>



                                   ASSIGNMENT

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

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

  _______________________________
 (name and address of assignee)

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

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

                                            ____________________________*/



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


                                        7

<PAGE>


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.

THE HOLDER OF THIS NOTE IS DEEMED TO HAVE  REPRESENTED  THAT THE  ACQUISITION OF
THIS  NOTE BY THE  HOLDER  DOES  NOT  CONSTITUTE  OR GIVE  RISE TO A  PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, FOR WHICH NO
STATUTORY, REGULATORY OR ADMINISTRATIVE EXEMPTION IS AVAILABLE.

                               GMACM HOME LOAN TRUST 2001-HLTV1

                        GMACM Home Loan-Backed Term Note, Class A-I-4

Registered                                     Initial Note Balance:
                                               $17,163,000

No. R-1                                        Note Rate: 6.44%

                                               CUSIP NO. 36185H CV 3

        GMACM Home Loan Trust  2001-HLTV1,  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  seventeen  million  one  hundred
sixty-three thousand dollars  ($17,163,000),  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-I-4 Notes)
of the  aggregate  amount,  if any,  payable  from the Note  Payment  Account in
respect of principal of the Class A-I-4 Notes (the "Notes")  pursuant to Section

                                        8

<PAGE>


3.05 of the indenture  dated as of January 30, 2001 (the  "Indenture"),  between
the  Issuer  and The Bank of New York,  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  September  2026,  to the
extent not  previously  paid on a prior  Payment  Date.  Capitalized  terms used
herein that are not otherwise  defined shall have the meanings  ascribed thereto
in Appendix A to the Indenture.

        Interest on the Notes will be paid  monthly on each  Payment Date at the
Note Rate for the related Interest Period. The Note Rate for this Note will be a
fixed rate equal to 6.44% per annum.  Interest on this Note will accrue for each
Payment Date during the calendar month preceding the month in which such Payment
Date occurs. Interest will be computed on the basis of a 360-day year consisting
of twelve 30 day months. Principal of and interest on this 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  Loan-Backed  Term Notes,  Series  2001-HLTV1  (the
"Series 2001-HLTV1 Notes"),  all issued under the Indenture,  to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee  and  the  Noteholders  of  the  Series  2001-HLTV1  Notes.  The  Series
2001-HLTV1 Notes are subject to all terms of the Indenture.

        The Series  2001-HLTV1 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 Ambac  Assurance
Corporation.

        Principal  of and  interest on this Note will be payable on each Payment
Date,  commencing on February 26, 2001, as described in the Indenture.  "Payment
Date" means the  twenty-fifth  day of each month,  or, if any such date is not a
Business Day, then the next succeeding Business Day.

        The entire unpaid principal amount of this Note shall be due and payable
in full on the Payment Date in September 2026 pursuant to the Indenture,  to the
extent  not  previously  paid  on a  prior  Payment  Date.  Notwithstanding  the
foregoing,  if an Event of Default shall have occurred and be  continuing,  then
the  Indenture  Trustee,  the  Credit  Enhancer  or  the  Noteholders  of  Notes

                                        9

<PAGE>


representing  not less than a  majority  of the  aggregate  Note  Balance of the
Notes,  with the  consent of the Credit  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
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

                                        10
<PAGE>


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.

        The Indenture permits,  with certain  exceptions  therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Issuer and the Indenture Trustee and the rights of the Noteholders of the Series
2001-HLTV1 Notes under the Indenture at any time by the Issuer and the Indenture
Trustee  with the consent of the Credit  Enhancer and the  Noteholders  of Notes
representing  a  majority  of the  aggregate  Note  Balance  of the  Notes  then
Outstanding  and with prior notice to the Rating  Agencies.  The Indenture  also
contains provisions  permitting the Noteholders of Notes representing  specified
percentages of the Note Balances of the Series  2001-HLTV1  Notes,  on behalf of
the  Noteholders  of all Series  2001-HLTV1  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

                                        11


<PAGE>


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 2001-HLTV1 Notes
issued  thereunder  but with prior notice to the Rating  Agencies and the Credit
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,  The Bank of New York in its individual capacity, any owner
of a beneficial  interest in the Issuer,  or any of their  respective  partners,
beneficiaries,  agents, officers, directors,  employees or successors or assigns
shall be  personally  liable for, nor shall  recourse be had to any of them for,
the payment of principal of or interest on this Note or the  performance  of, or
the failure to perform,  any of the covenants,  obligations or  indemnifications
contained in the  Indenture.  The  Noteholder  of this Note,  by its  acceptance
hereof, agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture,  such Noteholder  shall have no
claim against any of the foregoing for any deficiency,  loss or claim therefrom;
provided,  however,  that  nothing  contained  herein  shall be taken to prevent
recourse to, and enforcement  against,  the assets of the Issuer for any and all
liabilities,  obligations and undertakings contained in the Indenture or in this
Note.


                                        12

<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 LOAN TRUST 2001-HLTV1



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

Dated:  January 30, 2001

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





                          CERTIFICATE OF AUTHENTICATION

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



                             THE BANK OF NEW YORK,
                             not in its individual capacity but solely as
                             Indenture Trustee

Dated: January 30, 2001

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

                                        13

<PAGE>



                                   ASSIGNMENT

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

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

 ______________________________________
 (name and address of assignee)

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

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

                                           ____________________________*/


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


                                        14

<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.

THE HOLDER OF THIS NOTE IS DEEMED TO HAVE  REPRESENTED  THAT THE  ACQUISITION OF
THIS  NOTE BY THE  HOLDER  DOES  NOT  CONSTITUTE  OR GIVE  RISE TO A  PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, FOR WHICH NO
STATUTORY, REGULATORY OR ADMINISTRATIVE EXEMPTION IS AVAILABLE.

                               GMACM HOME LOAN TRUST 2001-HLTV1

                        GMACM Home Loan-Backed Term Note, Class A-I-5

Registered                                        Initial Note Balance:
                                                  $30,678,000

No. R-1                                           Note Rate: 6.63%

                                                  CUSIP NO. 36185H CW 1

        GMACM Home Loan Trust  2001-HLTV1,  a business  trust duly organized and
existing  under the laws of the State of  Delaware  (herein  referred  to as the
"Issuer"),  for  value  received,  hereby  promises  to pay to Cede & Co. or its
registered   assigns,   the  principal   sum  of  thirty   million  six  hundred
seventy-eight thousand dollars ($30,678,000), 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-I-5 Notes)
of the  aggregate  amount,  if any,  payable  from the Note  Payment  Account in

                                        1

<PAGE>


respect of principal of the Class A-I-5 Notes (the "Notes")  pursuant to Section
3.05 of the indenture  dated as of January 30, 2001 (the  "Indenture"),  between
the  Issuer  and The Bank of New York,  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  September  2026,  to the
extent not  previously  paid on a prior  Payment  Date.  Capitalized  terms used
herein that are not otherwise  defined shall have the meanings  ascribed thereto
in Appendix A to the Indenture.

        Interest on the Notes will be paid  monthly on each  Payment Date at the
Note Rate for the related Interest Period. The Note Rate for this Note will be a
fixed rate equal to 6.63% per annum.  Interest on this Note will accrue for each
Payment Date during the calendar month preceding the month in which such Payment
Date occurs. Interest will be computed on the basis of a 360-day year consisting
of twelve 30 day months. Principal of and interest on this 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  Loan-Backed  Term Notes,  Series  2001-HLTV1  (the
"Series 2001-HLTV1 Notes"),  all issued under the Indenture,  to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee  and  the  Noteholders  of  the  Series  2001-HLTV1  Notes.  The  Series
2001-HLTV1 Notes are subject to all terms of the Indenture.

        The Series  2001-HLTV1 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 Ambac  Assurance
Corporation.

        Principal  of and  interest on this Note will be payable on each Payment
Date,  commencing on February 26, 2001, as described in the Indenture.  "Payment
Date" means the  twenty-fifth  day of each month,  or, if any such date is not a
Business Day, then the next succeeding Business Day.

        The entire unpaid principal amount of this Note shall be due and payable
in full on the Payment Date in September 2026 pursuant to the Indenture,  to the
extent  not  previously  paid  on a  prior  Payment  Date.  Notwithstanding  the
foregoing,  if an Event of Default shall have occurred and be  continuing,  then
the  Indenture  Trustee,  the  Credit  Enhancer  or  the  Noteholders  of  Notes
representing  not less than a  majority  of the  aggregate  Note  Balance of the

                                        2

<PAGE>


Notes,  with the  consent of the Credit  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
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

                                        3

<PAGE>


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.

        The Indenture permits,  with certain  exceptions  therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Issuer and the Indenture Trustee and the rights of the Noteholders of the Series
2001-HLTV1 Notes under the Indenture at any time by the Issuer and the Indenture
Trustee  with the consent of the Credit  Enhancer and the  Noteholders  of Notes
representing  a  majority  of the  aggregate  Note  Balance  of the  Notes  then
Outstanding  and with prior notice to the Rating  Agencies.  The Indenture  also
contains provisions  permitting the Noteholders of Notes representing  specified
percentages of the Note Balances of the Series  2001-HLTV1  Notes,  on behalf of
the  Noteholders  of all Series  2001-HLTV1  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

                                        4

<PAGE>


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 2001-HLTV1 Notes
issued  thereunder  but with prior notice to the Rating  Agencies and the Credit
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,  The Bank of New York in its individual capacity, any owner
of a beneficial  interest in the Issuer,  or any of their  respective  partners,
beneficiaries,  agents, officers, directors,  employees or successors or assigns
shall be  personally  liable for, nor shall  recourse be had to any of them for,
the payment of principal of or interest on this Note or the  performance  of, or
the failure to perform,  any of the covenants,  obligations or  indemnifications
contained in the  Indenture.  The  Noteholder  of this Note,  by its  acceptance
hereof, agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture,  such Noteholder  shall have no
claim against any of the foregoing for any deficiency,  loss or claim therefrom;
provided,  however,  that  nothing  contained  herein  shall be taken to prevent
recourse to, and enforcement  against,  the assets of the Issuer for any and all
liabilities,  obligations and undertakings contained in the Indenture or in this
Note.


                                        5

<PAGE>


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


                            GMACM HOME LOAN TRUST 2001-HLTV1



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

Dated:  January 30, 2001

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





                          CERTIFICATE OF AUTHENTICATION

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



                             THE BANK OF NEW YORK,
                             not in its individual capacity but solely as
                             Indenture Trustee

Dated: January 30, 2001

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


                                        6

<PAGE>



                                   ASSIGNMENT

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

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

 ___________________________________
 (name and address of assignee)

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

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

                                            ______________________________*/


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

                                        7

<PAGE>




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.

THE HOLDER OF THIS NOTE IS DEEMED TO HAVE  REPRESENTED  THAT THE  ACQUISITION OF
THIS  NOTE BY THE  HOLDER  DOES  NOT  CONSTITUTE  OR GIVE  RISE TO A  PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, FOR WHICH NO
STATUTORY, REGULATORY OR ADMINISTRATIVE EXEMPTION IS AVAILABLE.

                               GMACM HOME LOAN TRUST 2001-HLTV1

                        GMACM Home Loan-Backed Term Note, Class A-I-6

Registered                                  Initial Note Balance:
                                            $42,404,000

No. R-1                                     Note Rate: 6.90%

                                            CUSIP NO. 36185H CX 9

        GMACM Home Loan Trust  2001-HLTV1,  a business  trust duly organized and
existing  under the laws of the State of  Delaware  (herein  referred  to as the
"Issuer"),  for  value  received,  hereby  promises  to pay to Cede & Co. or its
registered  assigns,  the principal  sum of forty-two  million four hundred four
thousand dollars ($42,404,000),  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-I-6 Notes) of the
aggregate  amount,  if any,  payable from the Note Payment Account in respect of
principal of the Class A-I-6 Notes (the "Notes") pursuant to Section 3.05 of the
indenture dated as of January 30, 2001 (the "Indenture"), between the Issuer and

                                        1

<PAGE>


The Bank of New York, 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 September 2026, to the extent not previously paid
on a prior  Payment Date.  Capitalized  terms used herein that are not otherwise
defined shall have the meanings ascribed thereto in Appendix A to the Indenture.

        Interest on the Notes will be paid  monthly on each  Payment Date at the
Note Rate for the related Interest Period. The Note Rate for this Note will be a
fixed rate equal to 6.90% per annum.  Interest on this Note will accrue for each
Payment Date during the calendar month preceding the month in which such Payment
Date occurs. Interest will be computed on the basis of a 360-day year consisting
of twelve 30 day months. Principal of and interest on this 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  Loan-Backed  Term Notes,  Series  2001-HLTV1  (the
"Series 2001-HLTV1 Notes"),  all issued under the Indenture,  to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee  and  the  Noteholders  of  the  Series  2001-HLTV1  Notes.  The  Series
2001-HLTV1 Notes are subject to all terms of the Indenture.

        The Series  2001-HLTV1 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 Ambac  Assurance
Corporation.

        Principal  of and  interest on this Note will be payable on each Payment
Date,  commencing on February 26, 2001, as described in the Indenture.  "Payment
Date" means the  twenty-fifth  day of each month,  or, if any such date is not a
Business Day, then the next succeeding Business Day.

        The entire unpaid principal amount of this Note shall be due and payable
in full on the Payment Date in September 2026 pursuant to the Indenture,  to the
extent  not  previously  paid  on a  prior  Payment  Date.  Notwithstanding  the
foregoing,  if an Event of Default shall have occurred and be  continuing,  then
the  Indenture  Trustee,  the  Credit  Enhancer  or  the  Noteholders  of  Notes

                                        2

<PAGE>


representing  not less than a  majority  of the  aggregate  Note  Balance of the
Notes,  with the  consent of the Credit  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
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

                                        3

<PAGE>


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.

        The Indenture permits,  with certain  exceptions  therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Issuer and the Indenture Trustee and the rights of the Noteholders of the Series
2001-HLTV1 Notes under the Indenture at any time by the Issuer and the Indenture
Trustee  with the consent of the Credit  Enhancer and the  Noteholders  of Notes
representing  a  majority  of the  aggregate  Note  Balance  of the  Notes  then
Outstanding  and with prior notice to the Rating  Agencies.  The Indenture  also
contains provisions  permitting the Noteholders of Notes representing  specified
percentages of the Note Balances of the Series  2001-HLTV1  Notes,  on behalf of
the  Noteholders  of all Series  2001-HLTV1  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

                                        4

<PAGE>


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 2001-HLTV1 Notes
issued  thereunder  but with prior notice to the Rating  Agencies and the Credit
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,  The Bank of New York in its individual capacity, any owner
of a beneficial  interest in the Issuer,  or any of their  respective  partners,
beneficiaries,  agents, officers, directors,  employees or successors or assigns
shall be  personally  liable for, nor shall  recourse be had to any of them for,
the payment of principal of or interest on this Note or the  performance  of, or
the failure to perform,  any of the covenants,  obligations or  indemnifications
contained in the  Indenture.  The  Noteholder  of this Note,  by its  acceptance
hereof, agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture,  such Noteholder  shall have no
claim against any of the foregoing for any deficiency,  loss or claim therefrom;
provided,  however,  that  nothing  contained  herein  shall be taken to prevent
recourse to, and enforcement  against,  the assets of the Issuer for any and all
liabilities,  obligations and undertakings contained in the Indenture or in this
Note.

                                        5


<PAGE>


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


                              GMACM HOME LOAN TRUST 2001-HLTV1



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

Dated:  January 30, 2001

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





                          CERTIFICATE OF AUTHENTICATION

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



                                 THE BANK OF NEW YORK,
                                 not in its individual capacity but solely as
                                 Indenture Trustee

Dated: January 30, 2001

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


                                        6

<PAGE>



                                   ASSIGNMENT

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

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

 ____________________________________-
 (name and address of assignee)

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

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

                                            ________________________________*/



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

                                                7

<PAGE>




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.

THE HOLDER OF THIS NOTE IS DEEMED TO HAVE  REPRESENTED  THAT THE  ACQUISITION OF
THIS  NOTE BY THE  HOLDER  DOES  NOT  CONSTITUTE  OR GIVE  RISE TO A  PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, FOR WHICH NO
STATUTORY, REGULATORY OR ADMINISTRATIVE EXEMPTION IS AVAILABLE.

                               GMACM HOME LOAN TRUST 2001-HLTV1

                        GMACM Home Loan-Backed Term Note, Class A-I-7

Registered                                      Initial Note Balance:
                                                $59,245,000

No. R-1                                         Note Rate: 7.21%

                                                CUSIP NO. 36185H CY 7

        GMACM Home Loan Trust  2001-HLTV1,  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  fifty-nine  million  two  hundred
forty-five  thousand dollars  ($59,245,000),  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-I-7 Notes)
of the  aggregate  amount,  if any,  payable  from the Note  Payment  Account in
respect of principal of the Class A-I-7 Notes (the "Notes")  pursuant to Section

                                        1

<PAGE>


3.05 of the indenture  dated as of January 30, 2001 (the  "Indenture"),  between
the  Issuer  and The Bank of New York,  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  September  2026,  to the
extent not  previously  paid on a prior  Payment  Date.  Capitalized  terms used
herein that are not otherwise  defined shall have the meanings  ascribed thereto
in Appendix A to the Indenture.

        Interest on the Notes will be paid  monthly on each  Payment Date at the
Note Rate for the related Interest Period. The Note Rate for this Note will be a
fixed rate equal to 7.21% per annum.  Notwithstanding  the  foregoing,  the Note
Rate on this Note will increase by 0.50% to 7.71% per annum  beginning  with the
first  Interest  Period for the Class  A-I-7  Notes  commencing  after the first
Payment Date on which the  Principal  Balance of the Home Loans is less than 10%
of the initial Pool Balance.  Interest on this Note will accrue for each Payment
Date during the calendar  month  preceding  the month in which such Payment Date
occurs.  Interest will be computed on the basis of a 360-day year  consisting of
twelve 30 day months.  Principal  of and  interest on this 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  Loan-Backed  Term Notes,  Series  2001-HLTV1  (the
"Series 2001-HLTV1 Notes"),  all issued under the Indenture,  to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee  and  the  Noteholders  of  the  Series  2001-HLTV1  Notes.  The  Series
2001-HLTV1 Notes are subject to all terms of the Indenture.

        The Series  2001-HLTV1 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 Ambac  Assurance
Corporation.

        Principal  of and  interest on this Note will be payable on each Payment
Date,  commencing on February 26, 2001, as described in the Indenture.  "Payment
Date" means the  twenty-fifth  day of each month,  or, if any such date is not a
Business Day, then the next succeeding Business Day.

        The entire unpaid principal amount of this Note shall be due and payable
in full on the Payment Date in September 2026 pursuant to the Indenture,  to the
extent  not  previously  paid  on a  prior  Payment  Date.  Notwithstanding  the
foregoing,  if an Event of Default shall have occurred and be  continuing,  then
the  Indenture  Trustee,  the  Credit  Enhancer  or  the  Noteholders  of  Notes

                                        2

<PAGE>


representing  not less than a  majority  of the  aggregate  Note  Balance of the
Notes,  with the  consent of the Credit  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
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

                                        3

<PAGE>


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.

        The Indenture permits,  with certain  exceptions  therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Issuer and the Indenture Trustee and the rights of the Noteholders of the Series
2001-HLTV1 Notes under the Indenture at any time by the Issuer and the Indenture
Trustee  with the consent of the Credit  Enhancer and the  Noteholders  of Notes
representing  a  majority  of the  aggregate  Note  Balance  of the  Notes  then
Outstanding  and with prior notice to the Rating  Agencies.  The Indenture  also
contains provisions  permitting the Noteholders of Notes representing  specified
percentages of the Note Balances of the Series  2001-HLTV1  Notes,  on behalf of
the  Noteholders  of all Series  2001-HLTV1  Notes,  to waive  compliance by the
Issuer with certain  provisions of the Indenture and certain past defaults under

                                        4

<PAGE>


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 2001-HLTV1 Notes
issued  thereunder  but with prior notice to the Rating  Agencies and the Credit
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,  The Bank of New York in its individual capacity, any owner
of a beneficial  interest in the Issuer,  or any of their  respective  partners,
beneficiaries,  agents, officers, directors,  employees or successors or assigns
shall be  personally  liable for, nor shall  recourse be had to any of them for,
the payment of principal of or interest on this Note or the  performance  of, or
the failure to perform,  any of the covenants,  obligations or  indemnifications
contained in the  Indenture.  The  Noteholder  of this Note,  by its  acceptance
hereof, agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture,  such Noteholder  shall have no
claim against any of the foregoing for any deficiency,  loss or claim therefrom;
provided,  however,  that  nothing  contained  herein  shall be taken to prevent
recourse to, and enforcement  against,  the assets of the Issuer for any and all
liabilities,  obligations and undertakings contained in the Indenture or in this
Note.


                                        5
<PAGE>


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


                             GMACM HOME LOAN TRUST 2001-HLTV1



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

Dated:  January 30, 2001

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



                          CERTIFICATE OF AUTHENTICATION

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



                               THE BANK OF NEW YORK,
                               not in its individual capacity but solely as
                               Indenture Trustee

Dated: January 30, 2001

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


                                        6
<PAGE>



                                   ASSIGNMENT

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

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

  ______________________________________
 (name and address of assignee)

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

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

                                            __________________________________*/



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

                                        7

<PAGE>



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.

THE HOLDER OF THIS NOTE IS DEEMED TO HAVE  REPRESENTED  THAT THE  ACQUISITION OF
THIS  NOTE BY THE  HOLDER  DOES  NOT  CONSTITUTE  OR GIVE  RISE TO A  PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, FOR WHICH NO
STATUTORY, REGULATORY OR ADMINISTRATIVE EXEMPTION IS AVAILABLE.

                               GMACM HOME LOAN TRUST 2001-HLTV1

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

Registered                                    Initial Note Balance:
                                              $25,000,000

No. R-1                                       Note Rate: 6.95%

                                              CUSIP NO. 36185H CZ 4

        GMACM Home Loan Trust  2001-HLTV1,  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  twenty-five   million   dollars
($25,000,000),  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-II Notes) of the  aggregate  amount,  if
any,  payable from the Note Payment Account in respect of principal of the Class
A-II Notes (the "Notes")  pursuant to Section 3.05 of the indenture  dated as of

                                        1

<PAGE>


January 30, 2001 (the "Indenture"), between the Issuer and The Bank of New York,
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 September  2026,  to the extent not  previously  paid on a prior
Payment Date. Capitalized terms used herein that are not otherwise defined shall
have the meanings ascribed thereto in Appendix A to the Indenture.

        Interest on the Notes will be paid  monthly on each  Payment Date at the
Note Rate for the related Interest Period. The Note Rate for this Note will be a
fixed rate equal to 6.95% per annum.  Notwithstanding  the  foregoing,  the Note
Rate on this Note will increase by 0.50% to 7.45% per annum  beginning  with the
first  Interest  Period  for the Class  A-II  Notes  commencing  after the first
Payment Date on which the  Principal  Balance of the Home Loans is less than 10%
of the initial Pool Balance.  Interest on this Note will accrue for each Payment
Date during the calendar  month  preceding  the month in which such Payment Date
occurs.  Interest will be computed on the basis of a 360-day year  consisting of
twelve 30 day months.  Principal  of and  interest on this 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  Loan-Backed  Term Notes,  Series  2001-HLTV1  (the
"Series 2001-HLTV1 Notes"),  all issued under the Indenture,  to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee  and  the  Noteholders  of  the  Series  2001-HLTV1  Notes.  The  Series
2001-HLTV1 Notes are subject to all terms of the Indenture.

        The Series  2001-HLTV1 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 Ambac  Assurance
Corporation.

        Principal  of and  interest on this Note will be payable on each Payment
Date,  commencing on February 26, 2001, as described in the Indenture.  "Payment
Date" means the  twenty-fifth  day of each month,  or, if any such date is not a
Business Day, then the next succeeding Business Day.

        The entire unpaid principal amount of this Note shall be due and payable
in full on the Payment Date in September 2026 pursuant to the Indenture,  to the
extent  not  previously  paid  on a  prior  Payment  Date.  Notwithstanding  the
foregoing,  if an Event of Default shall have occurred and be  continuing,  then

                                        2

<PAGE>


the  Indenture  Trustee,  the  Credit  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 Credit  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
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

                                        3

<PAGE>


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.

        The Indenture permits,  with certain  exceptions  therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Issuer and the Indenture Trustee and the rights of the Noteholders of the Series
2001-HLTV1 Notes under the Indenture at any time by the Issuer and the Indenture
Trustee  with the consent of the Credit  Enhancer and the  Noteholders  of Notes
representing  a  majority  of the  aggregate  Note  Balance  of the  Notes  then
Outstanding  and with prior notice to the Rating  Agencies.  The Indenture  also
contains provisions  permitting the Noteholders of Notes representing  specified
percentages of the Note Balances of the Series  2001-HLTV1  Notes,  on behalf of
the  Noteholders  of all Series  2001-HLTV1  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

                                        4

<PAGE>


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 2001-HLTV1 Notes
issued  thereunder  but with prior notice to the Rating  Agencies and the Credit
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,  The Bank of New York in its individual capacity, any owner
of a beneficial  interest in the Issuer,  or any of their  respective  partners,
beneficiaries,  agents, officers, directors,  employees or successors or assigns
shall be  personally  liable for, nor shall  recourse be had to any of them for,
the payment of principal of or interest on this Note or the  performance  of, or
the failure to perform,  any of the covenants,  obligations or  indemnifications
contained in the  Indenture.  The  Noteholder  of this Note,  by its  acceptance
hereof, agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture,  such Noteholder  shall have no
claim against any of the foregoing for any deficiency,  loss or claim therefrom;
provided,  however,  that  nothing  contained  herein  shall be taken to prevent
recourse to, and enforcement  against,  the assets of the Issuer for any and all
liabilities,  obligations and undertakings contained in the Indenture or in this
Note.


                                        5


<PAGE>


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


                              GMACM HOME LOAN TRUST 2001-HLTV1



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

Dated:  January 30, 2001

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





                          CERTIFICATE OF AUTHENTICATION

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



                           THE BANK OF NEW YORK,
                           not in its individual capacity but solely as
                           Indenture Trustee

Dated: January 30, 2001

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


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


                                        6
<PAGE>



                                   ASSIGNMENT

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

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

 ______________________________________
 (name and address of assignee)

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

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

                                            ______________________________*/



                                        7
<PAGE>