GMACM HOME LOAN TRUST 2001-CL1,


                                     Issuer,


                                       and


                         BANK ONE, NATIONAL ASSOCIATION,


                                Indenture Trustee

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


                                    INDENTURE

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


                          Dated as of November 29, 2001


                        GMACM HOME LOAN-BACKED TERM NOTES




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                                TABLE OF CONTENTS

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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........................9

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

        Section 3.10 Annual Statement as to Compliance.....................................10

        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.................11

        Section 3.15 Investment Company Act................................................11

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

        Section 3.17 Successor or Transferee...............................................13

        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...................................................14

        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............................................15

        Section 3.28 Intentionally Omitted.................................................15

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

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

        Section 4.03 Mutilated, Destroyed, Lost or Stolen Notes............................18

        Section 4.04 Persons Deemed Owners.................................................19

        Section 4.05 Cancellation..........................................................19

        Section 4.06 Book-Entry Notes......................................................20

        Section 4.07 Notices to Depository.................................................20

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

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

        Section 4.10 Satisfaction and Discharge of Indenture...............................21

        Section 4.11 Application of Trust Money............................................22

        Section 4.12 Intentionally Omitted.................................................22

        Section 4.13 Repayment of Monies Held by Paying Agent..............................23

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

        Section 5.03 Collection of Indebtedness and Suits for Enforcement by

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

        Section 5.04 Remedies; Priorities..................................................27

        Section 5.05 Optional Preservation of the Trust Estate.............................29
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        Section 5.06 Limitation of Suits...................................................29

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

        Section 5.08 Restoration of Rights and Remedies....................................30

        Section 5.09 Rights and Remedies Cumulative........................................30

        Section 5.10 Delay or Omission Not a Waiver........................................30

        Section 5.11 Control by Noteholders................................................31

        Section 5.12 Waiver of Past Defaults...............................................31

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

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

        Section 5.15 Sale of Trust Estate..................................................32

        Section 5.16 Action on Notes.......................................................34

        Section 5.17 Performance and Enforcement of Certain Obligations....................34

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........................................38

        Section 6.05 Notice of Event of Default............................................38

        Section 6.06 Reports by Indenture Trustee to Noteholders...........................38

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

        Section 6.08 Replacement of Indenture Trustee......................................39

        Section 6.09 Successor Indenture Trustee by Merger.................................40

        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......................42

        Section 6.13 Representations and Warranties........................................42

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

        Section 6.15 Indenture Trustee May Own Securities..................................43

ARTICLE VII       Noteholders' Lists and Reports...........................................43

        Section 7.01 Issuer to Furnish Indenture Trustee Names and Addresses of
               Noteholders.................................................................43

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        Section 7.02 Preservation of Information; Communications to Noteholders............43

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

        Section 7.04 Reports by Indenture Trustee..........................................44

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

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

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

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

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

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

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

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

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

        Section 9.02 Supplemental Indentures With Consent of Noteholders...................48

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

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

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

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

ARTICLE X         Miscellaneous............................................................50

        Section 10.01 Compliance Certificates and Opinions, etc............................50

        Section 10.02 Form of Documents Delivered to Indenture Trustee.....................52

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

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

        Section 10.05 Notices to Noteholders; Waiver.......................................54

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

        Section 10.07 Conflict with Trust Indenture Act....................................55

        Section 10.08 Effect of Headings...................................................55

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

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

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

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

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

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

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

        Section 10.16 Issuer Obligation....................................................56

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

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


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                                        iv

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                                    EXHIBITS

Exhibit A      -      Form of Notes
Appendix A     -      Definitions

                                        v

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        This  Indenture,  dated as of November 29, 2001,  is between  GMACM Home
Loan Trust 2001-CL1,  a Delaware  business trust, as issuer (the "Issuer"),  and
Bank One, National  Association,  a national banking  association,  as indenture
trustee (the "Indenture Trustee").


                                   WITNESSETH:

        Each party  hereto  agrees as follows for the benefit of the other party
and for the equal and ratable  benefit of the Noteholders of the Issuer's Series
2001-CL1 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,  all of the Issuer's right, title
and  interest  in and to  all  accounts,  chattel  paper,  general  intangibles,
contract rights, payment intangibles, certificates of deposit, deposit accounts,
instruments,  documents, letters of credit, money, advices of credit, investment
property,  goods and other  property  consisting of, arising under or related to
whether  now  existing or  hereafter  created in any of the  following:  (a) the
Initial  Home  Loans and any  Subsequent  Home  Loans,  and all monies due or to
become due thereunder; (b) the Note Payment Account, and all funds or investment
property  on  deposit or  credited  thereto  from time to time and all  proceeds
thereof;  (c) the  Capitalized  Interest  Account,  and all funds or  investment
property on deposit or credited thereto from time to time (other than any income
thereon),  and the Pre-Funding  Account, and all funds or investment property on
deposit or credited  thereto  from time to time;  and (d) all present and future
claims,  demands,  causes  and  choses in action in respect of any or all of the
foregoing  and all  payments  on or under,  and all  proceeds  of every kind and
nature whatsoever in respect of, any or all of the foregoing and all payments on
or under, and all proceeds of every kind and nature whatsoever in the conversion
thereof, voluntary or involuntary,  into cash or other liquid property, all cash
proceeds,  accounts, accounts receivable,  notes, drafts,  acceptances,  checks,
deposit  accounts,  rights to payment of any and every kind,  and other forms of
obligations  and  receivables,  instruments and other property which at any time
constitute  all  or  part  of or are  included  in  the  proceeds  of any of the
foregoing (collectively, the "Trust Estate" or the "Collateral").

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

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


                                       1
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                                   ARTICLE I

                                   Definitions

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

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

               "Commission" means the Securities and Exchange Commission.

               "indenture securities" means the Notes.

               "indenture security holder" means a Noteholder.

               "indenture to be qualified" means this Indenture.

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

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

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

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

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

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

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

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

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

(f) the terms not  otherwise  defined  herein  and  defined  in the UCC have the
meanings 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
$152,239,000.  The Class A-1 Notes,  Class A-2 Notes, Class A-3 Notes, Class M-1
Notes, Class M-2 Notes and Class B Notes shall have initial principal amounts of
$58,472,000,  $16,387,000, $40,306,000, $15,776,000, $11,832,000 and $9,466,000,
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 Class A Notes and the Class M-1 Notes
shall be issuable in minimum  denominations of $25,000 and integral multiples of
$1,000 in  excess  thereof.  The Class M-2 Notes and the Class B Notes  shall be
issuable in minimum  denominations of $250,000 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 Chicago, Illinois, an office or agency where, subject to satisfaction of
conditions  set forth  herein,  Notes may be  surrendered  for  registration  of
transfer  or  exchange,  and where  notices and demands to or upon the Issuer in
respect  of the  Notes and this  Indenture  may be  served.  The  Issuer  hereby
initially appoints the Indenture Trustee to serve as its agent for the foregoing
purposes.  If at any time the Issuer  shall fail to maintain  any such office or
agency or shall fail to furnish the Indenture  Trustee with the address thereof,
such  surrenders,  notices and  demands  may be made or served at the  Corporate
Trust Office,  and the Issuer hereby appoints the Indenture Trustee as its agent
to receive all such surrenders, notices and demands.

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

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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  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

                                       5
<PAGE>

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 optional  advances of delinquent
principal  and/or  interest on the Home Loans made by the Servicer in respect of
the related  Collection  Period and on the Final Payment  Date,  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)     for  payment by the  Paying  Agent to the  Noteholders  of each Class of
        Class A Notes,  on a pro rata basis,  in  accordance  with the amount of
        interest  accrued  thereon,  interest for the related Interest Period at
        the related Note Rate on the related Note Balance  immediately  prior to
        such Payment Date;

(ii)    for  payment by the  Paying  Agent to the  Noteholders  of the Class M-1
        Notes, interest for the related Interest Period at the related Note Rate
        on the related Note Balance immediately prior to such Payment Date;

(iii)   for  payment by the  Paying  Agent to the  Noteholders  of the Class M-2
        Notes, interest for the related Interest Period at the related Note Rate
        on the related Note Balance immediately prior to such Payment Date;

(iv)    for payment by the Paying Agent to the Noteholders of the Class B Notes,
        interest for the related Interest Period at the related Note Rate on the
        related Note Balance immediately prior to such Payment Date;

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

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                             (i)  first,  the  amount  necessary  to reduce  the
                      aggregate Note Balance of the Class A Notes to the Class A
                      Optimal Principal  Balance,  to the Class A-1 Notes, Class
                      A-2 Notes and Class A-3 Notes, in that order, in each case
                      until the  respective  Note Balance of that Class of Notes
                      is reduced to zero;

                             (ii)  second,  to the Class M-1  Notes,  the amount
                      necessary  to  reduce  the Note  Balance  of the Class M-1
                      Notes to the Class M-1 Optimal Principal Balance;

                             (iii)  third,  to the Class M-2  Notes,  the amount
                      necessary  to  reduce  the Note  Balance  of the Class M-2
                      Notes to the Class M-2 Optimal Principal Balance; and

                             (iv)  fourth,  to the  Class B  Notes,  the  amount
                      necessary  to reduce the Note Balance of the Class B Notes
                      to the Class B Optimal Principal Balance;

(vi) for payment by the Paying Agent to the  Noteholders of the Class A-1 Notes,
     Class A-2 Notes and Class A-3 Notes,  in that order, in each case until the
     respective  Note  Balance of that Class of Notes is reduced to zero,  until
     the  aggregate  Note  Balance of the Class A Notes has been  reduced to the
     Class A Optimal Principal Balance,  an amount equal to any Liquidation Loss
     Amounts  incurred on the Home Loans  during the related  Collection  Period
     and,  without  regard  to the  Class  A  Optional  Principal  Balance,  any
     Liquidation  Loss  Amounts  allocated  to the Class A Notes on any previous
     Payment Date and not previously paid plus interest on any previously unpaid
     amount at the related Note Rate for each such Class;

(vii)   for  payment by the  Paying  Agent to the  Noteholders  of the Class M-1
        Notes, until the Note Balance of the Class M-1 Notes has been reduced to
        the  Class  M-1  Optimal  Principal  Balance,  an  amount  equal  to any
        Liquidation  Loss Amounts  incurred on the Home Loans during the related
        Collection  Period  and not  distributed  to the  Holders of the Class A
        Notes under clause (vi) above;

(viii)  for  payment by the  Paying  Agent to the  Noteholders  of the Class M-2
        Notes, until the Note Balance of the Class M-2 Notes has been reduced to
        the  Class  M-2  Optimal  Principal  Balance,  an  amount  equal  to any
        Liquidation  Loss Amounts  incurred on the Home Loans during the related
        Collection  Period  and not  distributed  to the  Holders of the Class A
        Notes under  clause (vi) above or the Class M-1 Notes under clause (vii)
        above;

(ix)    for payment by the Paying Agent to the Noteholders of the Class B Notes,
        until the Note  Balance  of the Class B Notes  has been  reduced  to the
        Class B Optimal  Principal  Balance,  an amount equal to any Liquidation
        Loss Amounts  incurred on the Home Loans  during the related  Collection
        Period and not  distributed  to the  Holders of the Class A Notes  under
        clause (vi) above,  the Class M Notes  under  clause  (vii) above or the
        Class M-2 Notes under clause (viii) above;


                                       7
<PAGE>

(x)     to the  Distribution  Account,  for  distribution  to the holders of the
        Certificates by the  Certificate  Paying Agent through and including the
        Payment Date in February  2002, an amount equal to 100% of any remaining
        available funds;

(xi)    for  payment  by the  Paying  Agent  to the  Class  A  Noteholders,  the
        Overcollateralization  Increase Amount, if any, until the aggregate Note
        Balance  of the  Class A Notes has been  reduced  to the Class A Optimal
        Principal Balance, to the Class A-1 Notes, Class A-2 Notes and Class A-3
        Notes, in that order, in each case until the respective Note Balances of
        that Class of Notes is reduced to zero;

(xii)   for  payment  by the  Paying  Agent to the  Class M-1  Noteholders,  the
        Overcollateralization  Increase  Amount,  if  any,  to  the  extent  not
        distributed  to the Class A Notes  pursuant to clause (xi) above,  until
        the Note  Balance of the Class M-1 Notes has been reduced to the Class M
        Optimal Principal Balance;

(xiii)  for  payment  by the  Paying  Agent to the  Class M-2  Noteholders,  the
        Overcollateralization  Increase  Amount,  if  any,  to  the  extent  not
        distributed  to the Class A Notes  pursuant  to clause (xi) above or the
        Class M-1 Notes  pursuant to clause (xii) above,  until the Note Balance
        of the  Class  M-1 Notes  has been  reduced  to the  Class  M-2  Optimal
        Principal Balance;

(xiv)   for  payment  by the  Paying  Agent  to the  Class  B  Noteholders,  the
        Overcollateralization  Increase  Amount,  if  any,  to  the  extent  not
        distributed  to the Class A Notes  pursuant to clause  (xi)  above,  the
        Class M-1 Notes  pursuant  to clause  (xii) above or the Class M-2 Notes
        pursuant to clause (xiii)  above,  until the Note Balance of the Class B
        Notes has been reduced to the Class B Optimal Principal Balance;

(xv)    for  payment  by the  Paying  Agent to the  Class M-1  Noteholders,  any
        Liquidation  Loss  Amounts  allocated  to the  Class  M-1  Notes  on any
        previous  Payment Dates and not previously paid plus interest thereon at
        the related Note Rate;

(xvi)   for  payment  by the  Paying  Agent to the  Class M-2  Noteholders,  any
        Liquidation  Loss  Amounts  allocated  to the  Class  M-2  Notes  on any
        previous  Payment Dates and not previously paid plus interest thereon at
        the related Note Rate;

(xvii)  for  payment  by the  Paying  Agent  to the  Class  B  Noteholders,  any
        Liquidation Loss Amounts  allocated to the Class B Notes on any previous
        Payment  Dates and not  previously  paid plus  interest  thereon  at the
        related Note Rate;

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

                                       8
<PAGE>

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

After the Note Balance of any Class has been reduced to zero, that Class will no
longer be entitled to  reimbursement  for  Liquidation  Loss  Amounts  allocated
thereto.

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

        Amounts paid to  Noteholders of each Class in respect of interest on the
Notes shall be paid in accordance  with the priorities set forth above and among
the  Noteholders  of a Class in  accordance  with  their  respective  Percentage
Interests.  Interest on the Class A-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-2 Notes,  Class A-3  Notes,  Class M Notes and Class B Notes will be
computed on the basis of a 360-day year consisting of twelve 30-day months.  Any
installment of interest or principal payable on any Note that is punctually paid
or duly provided for by the Issuer on the applicable  Payment Date shall be paid
to the Noteholder of record thereof on the immediately  preceding Record Date by
wire transfer to an account  specified in writing by such Noteholder  reasonably
satisfactory to the Indenture Trustee, or by check or money order mailed to such
Noteholder at such  Noteholder's  address  appearing in the Note  Register,  the
amount  required to be  distributed  to such  Noteholder  on such  Payment  Date
pursuant to such Noteholder's Notes; provided,  that the Indenture Trustee shall
not pay to any such  Noteholder  any  amounts  required  to be  withheld  from a
payment to such Noteholder by the Code.

(b) 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.
Accordingly,  notwithstanding  the  order  of  priority  set  forth  in  Section
3.05(a)(i)  through (xvii) (other than clause (x)), on the Final Payment Date or
on the Payment Date on which amounts paid by the Servicer in connection with the
purchase of the Home Loans  pursuant to Section 8.08 of the Servicing  Agreement
are to be  distributed,  all amounts  available to be distributed to Noteholders
and Certificateholders  will be applied first to pay accrued and unpaid interest
on the Class A Notes and then to pay  principal in reduction of the Note Balance
of the Class A Notes,  in each case on a pro rata basis in  accordance  with the
amount  of  accrued  and  unpaid  interest  thereon  and their  respective  Note
Balances,  respectively, until such Note Balances have been reduced to zero, and
then to the Class M-1, Class M-2 and Class B Notes,  in that order, in each case
first to pay accrued and unpaid  interest  thereon and then to pay  principal in
reduction of the Note Balance of such Class,  until its respective  Note Balance
has been  reduced to zero,  and then shall be  distributed  in  accordance  with
Sections  3.05(a)(x),  (xviii) and (xix). All principal payments on the Notes of
each  Class  shall  be made in  accordance  with  the  priorities  set  forth in
paragraph (a) above and this paragraph (b) 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

                                       9
<PAGE>

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.

(c) On each  Payment  Date,  the amount of any  Liquidation  Loss  Amounts  with
respect to the related  Collection Period that were not distributed  pursuant to
Sections 3.05(a)(vi),  (vii), (viii) or (ix), will be applied as follows: first,
to reduce  any  Overcollateralization  Amount  (after  allocation  of  Principal
Collections  and Interest  Collections  on the Home Loans for such Payment Date)
until such amount has been reduced to zero;  second,  to reduce the Note Balance
of the Class B Notes,  until the Note Balance  thereof has been reduced to zero;
third, to reduce the Note Balance of the Class M-2 Notes, until the Note Balance
thereof  has been  reduced to zero;  fourth,  to reduce the Note  Balance of the
Class M-1 Notes,  until the Note Balance  thereof has been reduced to zero;  and
fifth, to reduce the Note Balances of the Class A Notes until the aggregate Note
Balance of the Class A Notes has been reduced to zero.  Liquidation Loss Amounts
allocated  to the Class A Notes will be  allocated  among the Class A Notes on a
pro rata basis in accordance  with their  respective  Note Balances  immediately
prior to such Payment Date.

Section 3.06   Protection of Trust Estate.

(a) The Issuer shall from time to time execute or  authenticate  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.

                                       10
<PAGE>

        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 2002, the
Issuer  shall  furnish  to the  Indenture  Trustee  an Opinion of Counsel at the
expense of the Issuer either  stating  that, in the opinion of such counsel,  no
further  action is necessary to maintain a perfected,  first  priority  security
interest in the 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
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.

                                       11
<PAGE>

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

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

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

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

(c) (i) permit the validity or  effectiveness  of this Indenture to be impaired,
or permit the lien of this Indenture to be amended, hypothecated,  subordinated,
terminated or discharged, or permit any Person to be released from any covenants
or obligations  with respect to the Notes under this Indenture  except as may be
expressly  permitted  hereby,  (ii)  permit  any lien,  charge,  excise,  claim,
security  interest,  mortgage or other encumbrance  (other than the lien of this
Indenture)  to be created on or extend to or otherwise  arise upon or burden the
Trust Estate or any part thereof or any interest therein or the proceeds thereof
or (iii)  permit the lien of this  Indenture  not to  constitute  a valid  first
priority security interest in the Trust Estate; or

(d) impair or cause to be impaired the Issuer's  interest in the 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.

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.

                                       12
<PAGE>

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

Section 3.12  Representations  and  Warranties  Concerning  the 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(d) 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 8.08(b). The Indenture Trustee's holding of such title shall
in all  respects  be subject to its  fiduciary  obligations  to the  Noteholders
hereunder.

Section 3.14 Servicer as Agent and Bailee of the Indenture  Trustee.  Solely for
purposes of perfection  under Section 9-313 or 9-314 of the UCC or other similar
applicable  law,  rule or regulation of the state in which such property is held
by the Servicer,  the Issuer and the Indenture  Trustee hereby  acknowledge that
the Servicer is acting as agent and bailee of the  Indenture  Trustee in holding
amounts on deposit in the  Custodial  Account  pursuant  to Section  3.02 of the
Servicing  Agreement that are allocable to the 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  9-313  or 9-314  of the UCC of the  state  in which  such
property is held by the Servicer.

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

                                       13
<PAGE>

Section 3.16   Issuer May Consolidate, etc.

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

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

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

(iii)   each Rating Agency shall have notified the Issuer that such  transaction
        will not cause a Rating Event;

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

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

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

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

(i)  the Person that  acquires by  conveyance  or transfer  the  properties  and
     assets  of the  Issuer  the  conveyance  or  transfer  of which  is  hereby
     restricted  shall (A) be a United States citizen or a Person  organized and
     existing  under the laws of the United States of America or any state,  (B)
     expressly  assumes,  by an  indenture  supplemental  hereto,  executed  and
     delivered to the Indenture  Trustee,  in form satisfactory to the Indenture


                                       14
<PAGE>

     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)   each Rating Agency shall have notified the Issuer that such  transaction
        will not cause a Rating Event;

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

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

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

Section 3.17   Successor or Transferee.

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

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

                                       15
<PAGE>

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
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.

                                       16
<PAGE>

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

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

Section  3.26  Statements  to  Noteholders.  On each Payment  Date,  each of the
Indenture  Trustee and the  Certificate  Registrar  shall make  available to the
Depositor,  the Owner  Trustee,  each Rating  Agency,  each  Noteholder and each
Certificateholder,  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 other parties
to this Indenture via the Indenture  Trustee's  internet website.  The Indenture
Trustee's internet website shall initially be located at  "www.abs.bankone.com".
Assistance  in using the  website  can be  obtained  by  calling  the  Indenture
Trustee's  customer  service desk at (800) 524-9472.  Parties that are unable to
use the above website are entitled to have a paper copy mailed to them via first
class mail by  calling  the  customer  service  desk and  indicating  such.  The
Indenture  Trustee  shall  have the right to  change  the way the  statement  to
Securityholders  are  distributed  in  order  to  make  such  distribution  more
convenient and/or more accessible to the above parties and the Indenture Trustee
shall provide timely and adequate  notification  to all above parties  regarding
any such changes.

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

Section 3.28   Intentionally Omitted.
               ---------------------

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


                                       17
<PAGE>

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

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

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

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

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

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

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

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

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

                                       18
<PAGE>

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

                                   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,  for the
Class A Notes and the Class M-1 Notes,  and  minimum  initial  Note  Balances of
$250,000 and integral  multiples of $1,000 in excess thereof,  for the Class M-2
Notes and Class B Notes.

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

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

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

                                       19
<PAGE>

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.

        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.


                                       20
<PAGE>

Section 4.03  Mutilated,  Destroyed,  Lost or Stolen Notes. If (i) any mutilated
Note is surrendered to the Indenture Trustee,  or the Indenture Trustee receives
evidence to its satisfaction of the destruction,  loss or theft of any Note, and
(ii) there is delivered to the  Indenture  Trustee such security or indemnity as
may be required  by it to hold the Issuer and the  Indenture  Trustee  harmless,
then,  in the  absence  of  notice  to the  Issuer,  the Note  Registrar  or the
Indenture Trustee that such Note has been acquired by a bona fide purchaser, and
provided that the  requirements  of Section 8-405 of the UCC are met, the Issuer
shall execute, and upon its request the Indenture Trustee shall authenticate and
deliver,  in exchange for or in lieu of any such mutilated,  destroyed,  lost or
stolen Note, a replacement Note of the same class;  provided,  however,  that if
any such destroyed,  lost or stolen Note, but not a mutilated  Note,  shall have
become or within  seven  days  shall be due and  payable,  instead  of issuing a
replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so
due or  payable  without  surrender  thereof.  If,  after the  delivery  of such
replacement Note or payment of a destroyed,  lost or stolen Note pursuant to the
proviso to the preceding sentence, a bona fide purchaser of the original Note in
lieu of which  such  replacement  Note was  issued  presents  for  payment  such
original Note, the Issuer and the Indenture Trustee shall be entitled to recover
such replacement Note (or such payment) from the Person to whom it was delivered
or any  Person  taking  such  replacement  Note  from  such  Person to whom such
replacement  Note was  delivered or any  assignee of such Person,  except a bona
fide purchaser,  and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by
the Issuer or the Indenture Trustee in connection therewith.

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

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

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

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.

                                       21
<PAGE>

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;

(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.

                                       22
<PAGE>

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
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

                                       23
<PAGE>

                      (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;

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

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

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

                                       24
<PAGE>

Section 4.12   Intentionally Omitted.
               ---------------------

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

Section 5.02 Acceleration of Maturity;  Rescission and Annulment. If an Event of
Default shall occur and be continuing, then and in every such case the Indenture
Trustee,  acting at the direction of the Noteholders of Notes  representing  not
less than a majority of the aggregate Note Balance of the Notes, may declare the


                                       25
<PAGE>

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 Noteholders of Notes representing a
majority of the aggregate  Note Balance of the Notes,  by written  notice to the
Issuer and the  Indenture  Trustee,  may in writing  waive the related  Event of
Default and rescind and annul such declaration and its consequences if:

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

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

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

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

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

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

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

(b) In case the  Issuer  shall  fail  forthwith  to pay such  amounts  upon such
demand,  the  Indenture  Trustee,  in its own name and as  trustee of an express
trust,  subject to the  provisions  of Section  10.17  hereof,  may  institute a

                                       26
<PAGE>

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 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


                                       27
<PAGE>

        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.

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

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

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

                                       28
<PAGE>

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

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

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

provided,  however,  that  the  Indenture  Trustee  may not  sell  or  otherwise
liquidate  the  Trust  Estate  following  an Event of  Default,  unless  (A) the
Indenture  Trustee  obtains  the  consent  of the  Noteholders  of  100%  of the
aggregate  Note  Balance  of the  Notes,  (B)  the  proceeds  of  such  sale  or
liquidation distributable to Noteholders are sufficient to discharge in full all
amounts then due and unpaid upon the Notes for principal and interest or (C) the
Indenture  Trustee  determines  that the 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 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.

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

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

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

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

                                       29
<PAGE>

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

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

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

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

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

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

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

Section 5.05 Optional  Preservation of the Trust Estate.  If the Notes have been
declared due and payable  under  Section 5.02  following an Event of Default and
such declaration and its consequences have not been rescinded and annulled,  the
Indenture  Trustee may, but need not,  elect to take and maintain  possession of
the Trust  Estate.  It is the desire of the parties  hereto and the  Noteholders
that there be at all times  sufficient funds for the payment of principal of and
interest on the Notes and other  obligations  of the Issuer,  and the  Indenture
Trustee shall take such desire into account when  determining  whether or not to


                                       30
<PAGE>

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

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

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

(b) the  Noteholders  of not less than 25% of the aggregate  Note Balance of the
Notes shall have made written request to the Indenture Trustee to institute such
Proceeding  in respect  of such  Event of  Default in its own name as  Indenture
Trustee  hereunder;  (c) such  Noteholder or Noteholders  shall have offered the
Indenture  Trustee  reasonable   indemnity  against  the  costs,   expenses  and
liabilities to be incurred by it in complying with such request;

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

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

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

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

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

                                       31
<PAGE>

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 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 or any  Noteholder  to exercise any right or remedy  accruing
upon any Event of Default  shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein.  Every right and
remedy  given by this  Article V or by law to the  Indenture  Trustee  or to the
Noteholders  may be exercised  from time to time,  and as often as may be deemed
expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

Section  5.11  Control by  Noteholders.  The  Noteholders  of a majority  of the
aggregate Note Balance of Notes shall have the right to direct the time,  method
and place of conducting any Proceeding for any remedy available to the Indenture
Trustee with respect to the Notes or exercising any trust or power  conferred on
the Indenture Trustee, provided that:

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

(b) subject to the express terms of Section 5.04, any direction to the Indenture
Trustee to sell or liquidate  the Trust Estate  shall be by the  Noteholders  of
Notes  representing  not less than 100% of the  aggregate  Note  Balance  of the
Notes;

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

                                       32
<PAGE>

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

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

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

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

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

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

                                       33
<PAGE>

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

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

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

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

(ii)    the proceeds of such Sale would be not less than the entire  amount that
        would  be   payable   to  the   Noteholders   under   the   Notes,   the
        Certificateholders  under the  Certificates,  in full payment thereof in
        accordance  with Section 5.02, on the Payment Date next  succeeding  the
        date of such Sale, or

(iii)   the  Indenture  Trustee  determines,  in its sole  discretion,  that the
        conditions  for  retention of the Trust Estate set forth in Section 5.05
        cannot be satisfied  (in making any such  determination,  the  Indenture
        Trustee may rely and shall be protected in relying in good faith upon an
        opinion of an Independent investment banking firm obtained and delivered
        as provided in Section 5.05), and the Noteholders of Notes  representing
        at least 66 2/3% of the  aggregate  Note Balance of the Notes consent to
        such Sale.

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

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

                                       34
<PAGE>

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

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

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

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

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

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

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

                                       35
<PAGE>

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

(a) Promptly following a written request from the Indenture Trustee, the Issuer,
in its capacity as owner of the Home Loans, shall take all such lawful action as
the  Indenture  Trustee  may request to cause the Issuer to compel or secure the
performance  and observance by the Sellers and the Servicer,  as applicable,  of
each of their obligations to the Issuer under or in connection with the Purchase
Agreement  and the  Servicing  Agreement,  and to  exercise  any and all rights,
remedies,  powers and  privileges  lawfully  available to the Issuer under or in
connection with the Purchase Agreement and the Servicing Agreement to the extent
and in the manner  directed  by the  Indenture  Trustee,  as pledgee of the 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 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.
               ---------------------------

(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


                                       36
<PAGE>

        Indenture.

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

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

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

(iii)   the Indenture  Trustee shall not be liable with respect to any action it
        takes or omits to take in good  faith  in  accordance  with a  direction
        received by it pursuant to Section 5.11.

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

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

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

(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 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.

                                       37
<PAGE>

(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.

(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.

                                       38
<PAGE>

(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 Noteholders  representing a majority
of the aggregate Note Balance;  provided,  however, that if the payment within a
reasonable time to the Indenture  Trustee of the costs,  expenses or liabilities
likely  to be  incurred  by it in the  making of such  investigation  is, in the
opinion of the Indenture  Trustee,  not assured to the Indenture  Trustee by the
security  afforded to it by the terms of this Indenture,  the Indenture  Trustee
may require  indemnity  satisfactory to the Indenture Trustee against such cost,
expense or liability as a condition to taking any such action.

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

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

Section 6.04 Indenture Trustee's Disclaimer.  The Indenture Trustee shall not be
(i) responsible for and makes no  representation  as to the validity or adequacy
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.

                                       39
<PAGE>

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

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

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

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

                                       40
<PAGE>

Section 6.08 Replacement of Indenture Trustee.  No resignation or removal of the
Indenture  Trustee and no  appointment  of a successor  Indenture  Trustee shall
become effective until the acceptance of appointment by the successor  Indenture
Trustee  pursuant to this Section 6.08. The Indenture  Trustee may resign at any
time by so notifying the Issuer.  The Noteholders of a majority of the aggregate
Note Balance of the Notes may remove the  Indenture  Trustee by so notifying the
Indenture  Trustee  (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.  In addition,  the
Indenture Trustee shall resign to avoid being directly or indirectly  controlled
by the Issuer.

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

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

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

                                       41
<PAGE>

        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:

(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;

                                       42
<PAGE>

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

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

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

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

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

        Within 90 days after  ascertaining the occurrence of an Event of Default
which shall not have been cured or waived,  unless authorized by the Commission,
the Indenture  Trustee shall resign with respect to the Class A Notes, the Class
M Notes  and/or  the  Class B Notes  in  accordance  with  Section  6.08 of this
Indenture,  and the Issuer shall appoint a successor  Indenture Trustee for one,
two or all of such  Classes,  as  applicable,  so that  there  will be  separate
Indenture  Trustees  for the  Class A Notes,  the  Class M Notes and the Class B
Notes. In the event the Indenture  Trustee fails to comply with the terms of the
preceding  sentence,  the  Indenture  Trustee shall comply with clauses (ii) and
(iii) of TIA ss. 310(b).

                                       43
<PAGE>

        In the  case  of the  appointment  hereunder  of a  successor  Indenture
Trustee with respect to any Class of Notes  pursuant to this Section  6.11,  the
Issuer, the retiring Indenture Trustee and the successor  Indenture Trustee with
respect  to  such  Class  of  Notes  shall  execute  and  deliver  an  indenture
supplemental  hereto wherein each successor  Indenture Trustee shall accept such
appointment and which (i) shall contain such provisions as shall be necessary or
desirable  to transfer and confirm to, and to vest in, the  successor  Indenture
Trustee  all the rights,  powers,  trusts and duties of the  retiring  Indenture
Trustee with respect to the Notes of the Class to which the  appointment of such
successor  Indenture Trustee relates,  (ii) if the retiring Indenture Trustee is
not retiring with respect to all Classes of Notes, shall contain such provisions
as shall be deemed  necessary  or  desirable  to  confirm  that all the  rights,
powers,  trusts and duties of the retiring Indenture Trustee with respect to the
Notes of each Class as to which the retiring  Indenture  Trustee is not retiring
shall continue to be vested in the Indenture Trustee,  and (iii) shall add to or
change any of the  provisions of this Indenture as shall be necessary to provide
for or facilitate the  administration  of the trusts  hereunder by more than one
Indenture  Trustee,   it  being  understood  that  nothing  herein  or  in  such
supplemental  indenture shall constitute such Indenture Trustees  co-trustees of
the same trust and that each such Indenture  Trustee shall be trustee of a trust
or  trusts  hereunder  separate  and apart  from any  trust or trusts  hereunder
administered  by any other such Indenture  Trustee;  and upon the removal of the
retiring  Indenture  Trustee  shall  become  effective  to the  extent  provided
therein.

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

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

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

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

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

                                       44
<PAGE>

(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;

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

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

Section 6.15 Indenture Trustee May Own Securities. The Indenture Trustee, in its
individual or any other capacity,  may become the owner or pledgee of Securities
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 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.

                                       45
<PAGE>

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

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

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

Section 7.04 Reports by Indenture Trustee. If required by TIA ss. 313(a), within
60 days after each  January 1,  beginning  with January 1, 2002,  the  Indenture
Trustee shall make available to each  Noteholder as required by TIA ss. 313(c) 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.

                                       46
<PAGE>

                                  ARTICLE VIII

                      Accounts, Disbursements and Releases

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

Section 8.02   Trust Accounts.

(a) On or prior to the  Closing  Date,  the  Issuer  shall  cause the  Indenture
Trustee to establish and maintain, in the name of the Indenture Trustee, for the
benefit of the Noteholders  and the  Certificate  Paying Agent, on behalf of the
Certificateholders, the Note Payment Account as provided in Section 3.01 of this
Indenture.

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

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

        The Indenture Trustee shall invest any funds in the Note Payment Account
in Permitted  Investments  selected 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.

                                       47
<PAGE>

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

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

Section 8.05   Release of Trust Estate.
               -----------------------

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

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

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

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

ARTICLE IX

Supplemental Indentures

Section 9.01   Supplemental Indentures Without Consent of Noteholders.

                                       48
<PAGE>

(a) Without the consent of the Noteholders of any Notes but with prior notice to
the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an
Issuer  Request,  at any time and from time to time,  may enter into one or more
indentures  supplemental  hereto (which shall  conform to the  provisions of the
Trust Indenture Act as in force at the date of the execution  thereof),  in form
satisfactory to the Indenture Trustee, for any of the following purposes:

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

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

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

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

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

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

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

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

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.

                                       49
<PAGE>

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

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

Section 9.02 Supplemental Indentures With Consent of Noteholders. The Issuer and
the Indenture  Trustee,  when authorized by an Issuer  Request,  may, with prior
notice to the Rating  Agencies  and with the consent of the  Noteholders  of not
less  than a  majority  of the 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;

                                       50
<PAGE>

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

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

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

        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


                                       51
<PAGE>

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

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

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

                                   ARTICLE X

                                  Miscellaneous

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

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

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

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

                                       52
<PAGE>

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

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

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

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

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

(ii) Whenever  the Issuer is  required  to furnish to the  Indenture  Trustee an
     Officer's  Certificate  certifying  or  stating  the  opinion of any signer
     thereof as to the matters  described in clause (i) above,  the Issuer shall
     also deliver to the Indenture Trustee an Independent  Certificate as to the
     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


                                       53
<PAGE>

     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
     to the extent permitted or required by the Basic Documents or (B) make cash
     payments out of the Note Payment Account as and to the extent  permitted or
     required by the Basic Documents, so long as the Issuer shall deliver to the
     Indenture  Trustee  every six months,  commencing  December  31,  2001,  an
     Officer's  Certificate of the Issuer stating that all the  dispositions  of
     Collateral  described in clauses (A) or (B) above that occurred  during the
     preceding six calendar  months (or such longer  period,  in the case of the
     first  such  Officer's  Certificate)  were in the  ordinary  course  of the
     Issuer's  business and that the proceeds thereof were applied in accordance
     with the Basic Documents.

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

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

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

                                       54
<PAGE>

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

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

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

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

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

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

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

(a) the Indenture Trustee by any Noteholder or by the Issuer shall be sufficient
for every purpose hereunder if made, given,  furnished or filed in writing to or
with the  Indenture  Trustee at its  Corporate  Trust Office with a copy to Bank
One, National Association,  1 Bank One Plaza, Suite IL1-0126,  Chicago, Illinois
60670-0126,  Attention:  GMACM  2001-CL1.  The Indenture  Trustee shall promptly
transmit any notice received by it from the Noteholders to the Issuer, or

                                       55
<PAGE>

(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-CL1,  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.

        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.

                                       56
<PAGE>

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

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

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

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

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

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

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

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

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

                                       57
<PAGE>

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

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

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

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

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

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


                                       58
<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.

                                       59
<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-CL1, as Issuer



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



                      By:  /s/ Patricia A. Evans
                           --------------------------------------
                           Name: Patricia A. Evans
                           Title: Senior Financial Services Officer



                      BANK ONE, NATIONAL ASSOCIATION, as Indenture
                       Trustee



                        By:  /s/ Keith Richardson
                             --------------------------------------
                             Name: Keith Richardson
                             Title: Vice President

BANK ONE, NATIONAL  ASSOCIATION,  hereby accepts the appointment as Paying Agent
pursuant to Section 3.03 hereof and as Note  Registrar  pursuant to Section 4.02
hereof.


By:     /s/ Keith Richardson
        --------------------------------------------------
        Name: Keith Richardson
        Title: Vice President

Signatures and Seals


                                       60
<PAGE>

STATE OF Delaware     )
                      )       ss.:
COUNTY OF New Castle  )

        On this ___ day of November 2001, before me personally appeared Patricia
A.  Evans,  to me known,  who being by me duly sworn,  did depose and say,  that
he/she  resides  at Wilm.,  DE,  that  he/she is the Senior  Financial  Services
Officer 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/ Kathleen A. Pedelini
--------------------------------------------
               Notary Public

Acknowledgements


                                       61
<PAGE>


STATE OF ___Illinois____ __  )
                                    ) ss.:
COUNTY OF __Cook ______      )

        On this 29th day of November,  2001, before me personally appeared Keith
Richardson,  to me known,  who being by me duly sworn,  did depose and say, that
he/she resides at _____________;  that he/she is the Vice President of Bank One,
National Association, as Indenture Trustee, one of the corporations described in
and which  executed  the above  instrument;  that he/she  knows the seal of said
corporation;  that the seal affixed to said  instrument is such corporate  seal;
that it was so affixed by order of the Board of Directors  of said  corporation;
and that he/she signed his/her name thereto by like order.

/s/ Caesar Frank Castro
               Notary Public

NOTORIAL SEAL


                                       62
<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-CL1

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

Registered                                    Initial Note Balance:
                                              $58,472,000

No. R-1                                       Note Rate:  Variable

                                              CUSIP NO. 36185H DJ 95

        GMACM Home Loan Trust  2001-CL1,  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-eight  million  four hundred
seventy-two thousand dollars  ($58,472,000),  payable on each Payment Date in an
amount equal to the pro rata portion allocable hereto (based on the Initial Note
Balance  specified above and the Initial Note Balance of all Class A-1 Notes) of
the aggregate  amount,  if any, payable from the Note Payment Account in respect
of  principal of the Class A-1 Notes (the  "Notes")  pursuant to Section 3.05 of

<PAGE>

the  indenture  dated as of  November  29, 2001 (the  "Indenture"),  between the
Issuer and Bank One, National Association,  as indenture trustee (the "Indenture
Trustee");  provided,  however,  that the entire unpaid principal amount of this
Note shall be due and payable on the Payment Date in May 2027, 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 0.25% 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 herein.

        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.
<PAGE>

        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-CL1  (the
"Series 2001-CL1 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-CL1  Notes.  The Series 2001-CL1
Notes are subject to all terms of the Indenture.

        The Series 2001-CL1 Notes are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture.

        Principal  of and  interest on this Note will be payable on each Payment
Date,  commencing on December 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 May 2027 pursuant to the Indenture, to the extent
not previously paid on a prior Payment Date.  Notwithstanding the foregoing,  if
an Event of Default  shall have occurred and be  continuing,  then the Indenture
Trustee or the Noteholders of Notes representing not less than a majority of the
aggregate Note Balance of the Notes, may declare the Notes to be immediately due
and  payable  in the  manner  provided  in Section  5.02 of the  Indenture.  All
principal  payments  on the Notes shall be made pro rata to the  Noteholders  of
Notes entitled thereto.

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

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

        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

<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-CL1  Notes under the  Indenture at any time by the Issuer and the Indenture
Trustee with the consent of 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-CL1  Notes, on behalf of the Noteholders of all Series 2001-CL1

<PAGE>

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-CL1  Notes  issued  thereunder  but with prior notice to the Rating
Agencies.

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

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

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

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

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

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



<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-CL1



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

Dated:  November 29, 2001

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





                          CERTIFICATE OF AUTHENTICATION

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



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



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

Dated: November 29, 2001





<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.
<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-CL1

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

Registered                                    Initial Note Balance:
                                              $16,387,000

No. R-1                                       Note Rate: 4.99%

                                              CUSIP NO. 36185H DK 68

        GMACM Home Loan Trust  2001-CL1,  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  sixteen  million  three  hundred
eighty-seven thousand dollars ($16,387,000),  payable on each Payment Date in an
amount equal to the pro rata portion allocable hereto (based on the Initial Note
Balance  specified above and the Initial Note Balance of all Class A-2 Notes) of
the aggregate  amount,  if any, payable from the Note Payment Account in respect

<PAGE>

of  principal of the Class A-2 Notes (the  "Notes")  pursuant to Section 3.05 of
the  indenture  dated as of  November  29, 2001 (the  "Indenture"),  between the
Issuer and Bank One, National Association,  as indenture trustee (the "Indenture
Trustee");  provided,  however,  that the entire unpaid principal amount of this
Note shall be due and payable on the Payment Date in May 2027, 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 4.99% 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 herein.

        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.

        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-CL1  (the
"Series 2001-CL1 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-CL1  Notes.  The Series 2001-CL1
Notes are subject to all terms of the Indenture.

        The Series 2001-CL1 Notes are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture.

        Principal  of and  interest on this Note will be payable on each Payment
Date,  commencing on December 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 May 2027 pursuant to the Indenture, to the extent
not previously paid on a prior Payment Date.  Notwithstanding the foregoing,  if
an Event of Default  shall have occurred and be  continuing,  then the Indenture
Trustee or the Noteholders of Notes representing not less than a majority of the
aggregate Note Balance of the Notes, may declare the Notes to be immediately due
and  payable  in the  manner  provided  in Section  5.02 of the  Indenture.  All
principal  payments  on the Notes shall be made pro rata to the  Noteholders  of
Notes entitled thereto.

        Any  installment of interest or principal,  if any,  payable on any Note
that is  punctually  paid or duly  provided for by the Issuer on the  applicable
Payment Date shall be paid to the related  Noteholder  on the  preceding  Record
Date,  by wire  transfer to an account  specified in writing by such  Noteholder
reasonably satisfactory to the Indenture Trustee as of the preceding Record Date

<PAGE>

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
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.
<PAGE>

        Each  Noteholder or Beneficial  Owner of a Note, by its  acceptance of a
Note or, in the case of a Beneficial Owner of a Note, a beneficial interest in a
Note,  covenants and agrees 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-CL1  Notes under the  Indenture at any time by the Issuer and the Indenture
Trustee with the consent of 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-CL1  Notes, on behalf of the Noteholders of all Series 2001-CL1
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-CL1  Notes  issued  thereunder  but with prior notice to the Rating
Agencies.

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

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

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

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

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

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



<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-CL1



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

Dated:  November 29, 2001

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





                          CERTIFICATE OF AUTHENTICATION

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



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

Dated: November 29, 2001

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



<PAGE>



                                   ASSIGNMENT

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

    FOR VALUE RECEIVED, the undersigned hereby sells, assigns and 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.
<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-CL1

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

Registered                          Initial Note Balance:
                                    $40,306,000

No. R-1                             Note Rate: 6.39%

                                    CUSIP NO. 36185H DL 42

        GMACM Home Loan Trust  2001-CL1,  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  million  three  hundred  six
thousand dollars ($40,306,000),  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-3 Notes) of the
aggregate  amount,  if any,  payable from the Note Payment Account in respect of
principal of the Class A-3 Notes (the  "Notes")  pursuant to Section 3.05 of the

<PAGE>

indenture  dated as of November 29, 2001 (the  "Indenture"),  between the Issuer
and Bank  One,  National  Association,  as  indenture  trustee  (the  "Indenture
Trustee");  provided,  however,  that the entire unpaid principal amount of this
Note shall be due and payable on the Payment Date in May 2027, 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 6.39% per annum.  Notwithstanding  the  foregoing,  the Note
Rate on this Note will increase by 0.50% to 6.89% per annum  beginning  with the
first Interest Period for the Class A-3 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 herein.

        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.

        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-CL1  (the
"Series 2001-CL1 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-CL1  Notes.  The Series 2001-CL1
Notes are subject to all terms of the Indenture.

        The Series 2001-CL1 Notes are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture.

        Principal  of and  interest on this Note will be payable on each Payment
Date,  commencing on December 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 May 2027 pursuant to the Indenture, to the extent
not previously paid on a prior Payment Date.  Notwithstanding the foregoing,  if
an Event of Default  shall have occurred and be  continuing,  then the Indenture
Trustee or the Noteholders of Notes representing not less than a majority of the
aggregate Note Balance of the Notes, may declare the Notes to be immediately due
and  payable  in the  manner  provided  in Section  5.02 of the  Indenture.  All
principal  payments  on the Notes shall be made pro rata to the  Noteholders  of
Notes entitled thereto.
<PAGE>

        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
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.
<PAGE>

        Each  Noteholder or Beneficial  Owner of a Note, by its  acceptance of a
Note or, in the case of a Beneficial Owner of a Note, a beneficial interest in a
Note,  covenants and agrees 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-CL1  Notes under the  Indenture at any time by the Issuer and the Indenture
Trustee with the consent of 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-CL1  Notes, on behalf of the Noteholders of all Series 2001-CL1
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-CL1  Notes  issued  thereunder  but with prior notice to the Rating
Agencies.
<PAGE>

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

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

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

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

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

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



<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-CL1



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

Dated:  November 29, 2001

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





                          CERTIFICATE OF AUTHENTICATION

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



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

Dated: November 29, 2001

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



<PAGE>



                                   ASSIGNMENT

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

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and 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.

<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-CL1

                   GMACM Home Loan-Backed Term Note, Class M-1

Registered                             Initial Note Balance:
                                       $15,776,000

No. R-1                                Note Rate: 7.06%

                                       CUSIP NO. 36185H DM 25

        GMACM Home Loan Trust  2001-CL1,  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  fifteen  million  seven  hundred
seventy-six thousand dollars  ($15,776,000),  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 M-1 Notes) of
the aggregate  amount,  if any, payable from the Note Payment Account in respect
of  principal of the Class M-1 Notes (the  "Notes")  pursuant to Section 3.05 of

<PAGE>

the  indenture  dated as of  November  29, 2001 (the  "Indenture"),  between the
Issuer and Bank One, National Association,  as indenture trustee (the "Indenture
Trustee");  provided,  however,  that the entire unpaid principal amount of this
Note shall be due and payable on the Payment Date in May 2027, 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 7.06% per annum.  Notwithstanding  the  foregoing,  the Note
Rate on this Note will increase by 0.50% to 7.56% per annum  beginning  with the
first Interest Period for the Class M-1 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 herein.

        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.

        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-CL1  (the
"Series 2001-CL1 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-CL1  Notes.  The Series 2001-CL1
Notes are subject to all terms of the Indenture.

        The Series 2001-CL1 Notes are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture.

        Principal  of and  interest on this Note will be payable on each Payment
Date,  commencing on December 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 May 2027 pursuant to the Indenture, to the extent
not previously paid on a prior Payment Date.  Notwithstanding the foregoing,  if
an Event of Default  shall have occurred and be  continuing,  then the Indenture
Trustee or the Noteholders of Notes representing not less than a majority of the
aggregate Note Balance of the Notes, may declare the Notes to be immediately due
and  payable  in the  manner  provided  in Section  5.02 of the  Indenture.  All
principal  payments  on the Notes shall be made pro rata to the  Noteholders  of
Notes entitled thereto.
<PAGE>

        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
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
<PAGE>

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-CL1  Notes under the  Indenture at any time by the Issuer and the Indenture
Trustee with the consent of 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-CL1  Notes, on behalf of the Noteholders of all Series 2001-CL1
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-CL1  Notes  issued  thereunder  but with prior notice to the Rating
Agencies.
<PAGE>

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

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

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

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

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

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



<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-CL1



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

Dated:  November 29, 2001

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





                          CERTIFICATE OF AUTHENTICATION

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



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

Dated: November 29, 2001

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



<PAGE>



                                   ASSIGNMENT

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

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and 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.
<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-CL1

                         GMACM Home Loan-Backed Term Note, Class M-2

Registered                                             Initial Note Balance:
                                                       $11,832,000

No. R-1                                                Note Rate: 7.41%

                                                       CUSIP NO. 36185H DN 08

        GMACM Home Loan Trust  2001-CL1,  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 eleven million eight hundred thirty-two
thousand dollars ($11,832,000),  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 M-2 Notes) of the
aggregate  amount,  if any,  payable from the Note Payment Account in respect of
principal  of the Class M Notes (the  "Notes")  pursuant to Section  3.05 of the
indenture  dated as of November 29, 2001 (the  "Indenture"),  between the Issuer
and Bank  One,  National  Association,  as  indenture  trustee  (the  "Indenture
Trustee");  provided,  however,  that the entire unpaid principal amount of this
Note shall be due and payable on the Payment Date in May 2027, to the extent not
previously paid on a prior Payment Date.  Capitalized terms used herein that are
not otherwise  defined shall have the meanings ascribed thereto in Appendix A to
the Indenture.
<PAGE>

        Interest on the Notes will be paid  monthly on each  Payment Date at the
Note Rate for the related Interest Period. The Note Rate for this Note will be a
fixed rate equal to 7.41% per annum.  Notwithstanding  the  foregoing,  the Note
Rate on this Note will increase by 0.50% to 7.91% per annum  beginning  with the
first Interest Period for the Class M-2 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 herein.

        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.

        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-CL1  (the
"Series 2001-CL1 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-CL1  Notes.  The Series 2001-CL1
Notes are subject to all terms of the Indenture.

        The Series 2001-CL1 Notes are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture.

        Principal  of and  interest on this Note will be payable on each Payment
Date,  commencing on December 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 May 2027 pursuant to the Indenture, to the extent
not previously paid on a prior Payment Date.  Notwithstanding the foregoing,  if
an Event of Default  shall have occurred and be  continuing,  then the Indenture
Trustee or the Noteholders of Notes representing not less than a majority of the
aggregate Note Balance of the Notes, may declare the Notes to be immediately due
and  payable  in the  manner  provided  in Section  5.02 of the  Indenture.  All
principal  payments  on the Notes shall be made pro rata to the  Noteholders  of
Notes entitled thereto.
<PAGE>

        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
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.
<PAGE>

        Each  Noteholder or Beneficial  Owner of a Note, by its  acceptance of a
Note or, in the case of a Beneficial Owner of a Note, a beneficial interest in a
Note,  covenants and agrees 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-CL1  Notes under the  Indenture at any time by the Issuer and the Indenture
Trustee with the consent of 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-CL1  Notes, on behalf of the Noteholders of all Series 2001-CL1
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-CL1  Notes  issued  thereunder  but with prior notice to the Rating
Agencies.
<PAGE>

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

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

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

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

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

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



<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-CL1



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

Dated:  November 29, 2001

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





                          CERTIFICATE OF AUTHENTICATION

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



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

Dated: November 29, 2001

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



<PAGE>



                                   ASSIGNMENT

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


     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and 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.

<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-CL1

                    GMACM Home Loan-Backed Term Note, Class B

Registered                                      Initial Note Balance:
                                                $9,466,000

No. R-1                                         Note Rate: 7.90%

                                                CUSIP NO. 36185H DP 55

        GMACM Home Loan Trust  2001-CL1,  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 nine million four hundred  sixty-six
thousand dollars  ($9,466,000),  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 B Notes) of the
aggregate  amount,  if any,  payable from the Note Payment Account in respect of
principal  of the Class M Notes (the  "Notes")  pursuant to Section  3.05 of the
indenture  dated as of November 29, 2001 (the  "Indenture"),  between the Issuer

<PAGE>

and Bank  One,  National  Association,  as  indenture  trustee  (the  "Indenture
Trustee");  provided,  however,  that the entire unpaid principal amount of this
Note shall be due and payable on the Payment Date in May 2027, 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 7.90% per annum.  Notwithstanding  the  foregoing,  the Note
Rate on this Note will increase by 0.50% to 8.40% per annum  beginning  with the
first Interest Period for the Class B 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 herein.

        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.

        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-CL1  (the
"Series 2001-CL1 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-CL1  Notes.  The Series 2001-CL1
Notes are subject to all terms of the Indenture.

        The Series 2001-CL1 Notes are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture.

        Principal  of and  interest on this Note will be payable on each Payment
Date,  commencing on December 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 May 2027 pursuant to the Indenture, to the extent
not previously paid on a prior Payment Date.  Notwithstanding the foregoing,  if
an Event of Default  shall have occurred and be  continuing,  then the Indenture
Trustee or the Noteholders of Notes representing not less than a majority of the
aggregate Note Balance of the Notes may declare the Notes to be immediately  due
and  payable  in the  manner  provided  in Section  5.02 of the  Indenture.  All
principal  payments  on the Notes shall be made pro rata to the  Noteholders  of
Notes entitled thereto.
<PAGE>

        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
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.
<PAGE>

        Each  Noteholder or Beneficial  Owner of a Note, by its  acceptance of a
Note or, in the case of a Beneficial Owner of a Note, a beneficial interest in a
Note,  covenants and agrees 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-CL1  Notes under the  Indenture at any time by the Issuer and the Indenture
Trustee with the consent of 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-CL1  Notes, on behalf of the Noteholders of all Series 2001-CL1
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-CL1  Notes  issued  thereunder  but with prior notice to the Rating
Agencies.
<PAGE>


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

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

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

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

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

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



<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-CL1



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

Dated:  November 29, 2001

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





                          CERTIFICATE OF AUTHENTICATION

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



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

Dated: November 29, 2001

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



<PAGE>



                                   ASSIGNMENT

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

    FOR VALUE RECEIVED, the undersigned hereby sells, assigns and 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.
<PAGE>


                                 EXECUTION COPY

                                   APPENDIX A

                                   DEFINITIONS


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

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

         Appraised Value: With respect to any Mortgaged Property, either (x) the
value as generally set forth in an appraisal of such Mortgaged Property used to
establish compliance with the underwriting criteria then in effect in connection
with the application for the Home Loan secured by such Mortgaged Property, or
(y) if the sales price of such Mortgaged Property was considered in accordance
with the underwriting criteria applicable to the related Home Loan, the lesser
of (i) the appraised value referred to in (x) above and (ii) the sales price of
such Mortgaged Property.

         Assignment of Mortgage: With respect to any Mortgage, an assignment,
notice of transfer or equivalent instrument, in recordable form, sufficient
under the laws of the jurisdiction in which the related Mortgaged Property is
located to reflect the conveyance of such Mortgage, which assignment, notice of
transfer or equivalent instrument may be in the form of one or more blanket
assignments covering Mortgages secured by Mortgaged Properties located in the
same jurisdiction.

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

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

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

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

                                       1
<PAGE>

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

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

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

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

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

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

         Capitalized Interest Requirement: With respect to each Payment Date
during the Pre-Funding Period, the excess, if any of (i) the amount of interest
accrued at the weighted average Note Rate or Rates on the respective Note
Balances for the related Interest Periods on the amount on deposit in the
Pre-Funding Account as of the close of business on the preceding Payment Date
(or as of the Closing Date, in the case of the first Payment Date), over (ii)
the amount of reinvestment earnings since the preceding Payment Date (or as of
the Closing Date, in the case of the first Payment Date) on funds on deposit in
the Pre-Funding Account.

         Certificate Balance: With respect to any Payment Date and any
Certificate, an amount equal to the then applicable Certificate Percentage
Interest of such Certificate multiplied by the Overcollateralization Amount.

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

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

     Certificate  Paying  Agent:  The meaning  specified  in Section 3.10 of the
Trust Agreement.

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

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

                                       2
<PAGE>

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

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

     Certificates:  The  certificates  in  substantially  the form set  forth in
Exhibit A to the Trust Agreement.

         Class: With respect to any Note, all Notes that bear the same class
designation, (i.e., the Class A-1 Notes as a group, the Class A-2 Notes as a
group, the Class A-3 Notes as a group, the Class M-1 Notes as a group, the Class
M-2 Notes as a group and the Class B Notes as a group).

     Class A Notes: Collectively, the Class A-1, Class A-2 and Class A-3 Notes.

         Class A Optimal Principal Balance: With respect to any Payment Date
prior to the Step-down Date or after the Step-down Date if the Lockout
Cumulative Loss Test and the Delinquency Test have not been satisfied, zero; and
with respect to any other Payment Date, an amount equal to the Pool Balance as
of the end of the preceding Collection Period minus the sum of (a) 47.00% of the
Pool Balance as of the end of the preceding Collection Period and (b) the
Required Overcollateralization Amount for such Payment Date.

         Class B Optimal Principal Balance: With respect to any Payment Date
prior to the Step-down Date, zero; and with respect to any other Payment Date,
the Pool Balance as of the end of the preceding Collection Period minus the sum
of (a) the aggregate Note Balance of the Class A Notes, the Class M-1 Notes and
the Class M-2 Notes (after taking into account any payments to be made on such
Payment Date in reduction of such Note Balances) and (b) the Required
Overcollateralization Amount for such Payment Date; provided, however, that the
Class B Optimal Principal Balance for any Payment Date will not be reduced below
the Class B Optimal Principal Balance for the prior Payment Date unless the
Delinquency Test and the Lockout Cumulative Loss Test are satisfied.

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

         Class M-1 Optimal Principal Balance: With respect to any Payment Date
prior to the Step-down Date, zero; and with respect to any other Payment Date,
the Pool Balance as of the end of the preceding Collection Period minus the sum
of (a) the aggregate Note Balance of the Class A Notes (after taking into


                                       3
<PAGE>

account payments to be made on such Payment Date in reduction of such Note
Balances), (b) 27.00% of the Pool Balance as of the end of the preceding
Collection Period, and (c) the Required Overcollateralization Amount for such
Payment Date; provided, however, that the Class M-1 Optimal Principal Balance
for any Payment Date will not be reduced below the Class M-1 Optimal Principal
Balance for the prior Payment Date unless the Delinquency Test and the Lockout
Cumulative Loss Test are satisfied.

         Class M-2 Optimal Principal Balance: With respect to any Payment Date
prior to the Step-down Date, zero; and with respect to any other Payment Date,
the Pool Balance as of the end of the preceding Collection Period minus the sum
of (a) the aggregate of the Note Balances of the Class A Notes and the Class M-1
Notes (after taking into account payments to be made on such Payment Date in
reduction of such Note Balances), (b) 12.00% of the Pool Balance as of the end
of the preceding Collection Period, and (c) the Required Overcollateralization
Amount for such Payment Date; provided, however, that the Class M-2 Optimal
Principal Balance for any Payment Date will not be reduced below the Class M-2
Optimal Principal Balance for the prior Payment Date unless the Delinquency Test
and the Lockout Cumulative Loss Test are satisfied.

         Closing Date:  November 29, 2001.

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

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

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

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

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

         Commission:  The Securities and Exchange Commission.

         Corporate Trust Office: With respect to the Indenture Trustee,
Certificate Registrar, Certificate Paying Agent and Paying Agent, the principal
corporate trust office of the Indenture Trustee and Note Registrar at which at
any particular time its corporate trust business shall be administered, which
office at the date of the execution of this instrument is located at 1 Bank One
Plaza, Suite IL1-0481, Chicago, Illinois 60670-0481, with offices also located
at 55 Water Street, 1st Floor, New York, New York 10041, Attention: Corporate
Trust-GMACM Series 2001-CL1. With respect to the Owner Trustee, the principal
corporate trust office of the Owner Trustee at which at any particular time its
corporate trust business shall be administered, which office at the date of the
execution of this Trust Agreement is located at Rodney Square North, 1100 North
Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust
Administration.

                                       4
<PAGE>

         Cumulative Loss Trigger: A trigger that is in effect if cumulative
Liquidation Loss Amounts on the Home Loans, as a percentage of the initial Pool
Balance, at any time during the period (expressed as calendar months following
the month in which the Closing Date occurs) listed in the following table, are
greater than the corresponding percentage in the following table:

               Months                   Cumulative Liquidation
                                             Loss Amounts
              24 - 36                           10.00%
              37 - 48                           14.00%
              49 - 60                           16.00%
            61 and after                        18.00%


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

     Custodial  Agreement:  Any Custodial  Agreement  among the  Custodian,  the
Indenture  Trustee,  the Issuer and the Servicer  relating to the custody of the
Home Loans and the Related Documents.

         Custodian: Escrow Bank USA, an industrial loan corporation established
under the laws of the State of Utah, and its successors and assigns, or any
successor custodian for the Mortgage Files appointed by the Indenture Trustee
and reasonably acceptable to the Servicer.

         Cut-Off Date:  November 1, 2001.

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

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

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

     Definitive Notes: The meaning specified in Section 4.06 of the Indenture.

                                       5
<PAGE>

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

         Delinquency Percentage: As to any Collection Period, the percentage
obtained by dividing (a) the aggregate Principal Balance of the Home Loans
(after applying Interest Collections and Principal Collections received during
the related Collection Period) delinquent by 60 days or more as of the end of
the related Collection Period (including Home Loans in bankruptcy, foreclosure
and REO Properties but excluding any Liquidated Home Loans) by (b) the Pool
Balance as of the end of such Collection Period.

         Delinquency Test: A test that shall be satisfied for any Payment Date
if the average of the Delinquency Percentages for each of the preceding six
Collection Periods is less than 6%.

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

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

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

         Determination Date: With respect to any Payment Date, the 20th day of
the month in which such Payment Date occurs or if such day is not a Business
Day, the next succeeding Business Day.

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

     Due Date:  With  respect to the Home  Loans,  the date on which the Monthly
Payment  thereon is due in  accordance  with the terms of the  related  Mortgage
Note.

         Eligible Account: An account that is any of the following: (i)
maintained with a depository institution the short-term debt obligations of
which have been rated by each Rating Agency in its highest rating category
available, or (ii) an account or accounts in a depository institution in which
such accounts are fully insured to the limits established by the FDIC, provided
that any deposits not so insured shall, to the extent acceptable to each Rating
Agency, as evidenced in writing, be maintained such that (as evidenced by an
Opinion of Counsel delivered to the Indenture Trustee and each Rating Agency)
the Indenture Trustee have a claim with respect to the funds in such account or
a perfected first security interest against any collateral (which shall be
limited to Permitted Investments) securing such funds that is superior to claims
of any other depositors or creditors of the depository institution with which
such account is maintained, or (iii) an account or accounts maintained with a
depository institution or trust company, as long as its short-term debt
obligations are rated P-1 by Moody's, A-1+ by Standard & Poor's and F1+ by Fitch
(or the equivalent) or better by each Rating Agency, and its long term debt


                                       6
<PAGE>

obligations are rated A2 by Moody's, AA- by Standard & Poor's and AA- by Fitch
(or the equivalent) or better by each Rating Agency, or (iv) a segregated trust
account or accounts maintained in the corporate trust division of a depository
institution or trust company, acting in its fiduciary capacity, or (v) an
account or accounts of a depository institution acceptable to each Rating Agency
(as evidenced in writing by each Rating Agency that use of any such account will
not cause a Rating Event).

         Eligible Substitute Loan: A Home Loan substituted by either Seller or
GMACM for a Deleted Loan, which must, on the date of such substitution, as
confirmed in an Officer's Certificate delivered to the Indenture Trustee, (i)
have an outstanding principal balance, after deduction of the principal portion
of the monthly payment due in the month of substitution (or in the case of a
substitution of more than one Home Loan for a Deleted Loan, an aggregate
outstanding principal balance, after such deduction), not in excess of the
outstanding principal balance of the Deleted Loan (the amount of any shortfall
to be deposited by such Seller in the Custodial Account in the month of
substitution); (ii) comply with each representation and warranty made by GMACM
set forth in Section 3.1(b) of the Purchase Agreement, other than clauses
(viii), (xiii), (xv), (xxi), (xxiv), (xxv)(B) and (xxvii), in the case of an
Eligible Substitute Loan substituted by GMACM, and comply with the
representations and warranties made by WG Trust set forth in Section 3.1(c)(ii),
in the case of an Eligible Substitute Loan substituted by WG Trust, as of the
date of substitution; (iii) have a Loan Rate and Net Loan Rate no lower than and
not more than 1% per annum higher than the Loan Rate and Net Loan Rate,
respectively, of the Deleted Loan as of the date of substitution; (iv) have a
CLTV at the time of substitution no higher than that of the Deleted Loan at the
time of substitution; (v) have a remaining term to stated maturity not greater
than (and not more than one year less than) that of the Deleted Loan; (vi) is a
REMIC Ineligible Loan, if such Deleted Loan was a REMIC Ineligible Loan; and
(vii) not be 30 days or more delinquent.

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

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

(a) a default in the payment of the principal of, any installment of the
principal of or interest on any Note when the same becomes due and payable, and
such default shall continue for a period of five (5) days;

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

                                       7
<PAGE>

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

(d) there occurs the commencement by the Issuer of a voluntary case under any
applicable federal or state bankruptcy, insolvency or other similar law now or
hereafter in effect, or the consent by the Issuer to the entry of an order for
relief in an involuntary case under any such law, or the consent by the Issuer
to the appointment or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Issuer or for any
substantial part of the assets of the Trust Estate, or the making by the Issuer
of any general assignment for the benefit of creditors, or the failure by the
Issuer generally to pay its debts as such debts become due, or the taking of any
action by the Issuer in furtherance of any of the foregoing.

         Excess Spread: With respect to any Payment Date, the excess, if any, of
Interest Collections for the related Collection Period with respect to Home
Loans; over the interest due on the Notes on such Payment Date.

         Excess Spread Trigger (3%): As to any Payment Date, a trigger that is
in effect if the average of the Excess Spread for such Payment Date and the
preceding two Payment Dates as a percentage of the Pool Balance as of the
related Collection Period is less than 3%.

         Excess Spread Trigger (4%): As to any Payment Date, a trigger that is
in effect if the average of the Excess Spread for such Payment Date and the
preceding two Payment Dates as a percentage of the Pool Balance as of the
related Collection Period is less than 4% (but equal to or more than 3%).

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

     Existing  Lien:  The meaning  specified  in Section  3.05 of the  Servicing
Agreement.

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

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

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

     Final Payment Date: The Payment Date in May 2027.

                                       8
<PAGE>

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

     Fitch: Fitch, Inc. or its successor in interest.

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

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

         GAAP: Generally accepted accounting principles.

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

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

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

         Home Loan Schedule: The initial schedule of Initial Home Loans as of
the Cut-Off Date set forth in Exhibit A of the Servicing Agreement, and as of
each Subsequent Cut-off Date, any Subsequent Home Loans, which schedule sets
forth as to each Home Loan the (i) Cut-Off Date Principal Balance, (ii) loan
number, (iii) lien position of the related Mortgage, (iv) original term to
maturity of the related Mortgage Note, (v) date of the related Mortgage Note,
(vi) maturity date of the related Mortgage Note, (vii) Appraised Value of the
related Mortgaged Property, (viii) unpaid principal balance of a mortgage loan
secured by a lien senior to the Home Loan, (ix) CLTV, (x) debt-to-income ratio
of the related Mortgagor, and (xi) number of residential units on the related
Mortgaged Property.

         Home Loans: At any time, all Initial Home Loans and Subsequent Home
Loans, if any, that have been sold to the Issuer pursuant to, in the case of
Initial Home Loans, the Trust Agreement, or, in the case of Subsequent Home
Loans, a Subsequent Transfer Agreement, together with all monies due or to
become due thereunder or the Related Documents, and that remain subject to the
terms thereof.

                                       9
<PAGE>

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

     Indenture:  The indenture  dated as of November 29, 2001 between the Issuer
and the Indenture Trustee.

         Indenture Trustee: Bank One, National Association, a national banking
association, and its successors and assigns or any successor indenture trustee
appointed pursuant to the terms of the Indenture.

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

         Independent Certificate: A certificate or opinion to be delivered to
the Indenture Trustee under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 10.01 of the Indenture,
made by an Independent appraiser or other expert appointed by an Issuer Order
and approved by the Indenture Trustee in the exercise of reasonable care, and
such opinion or certificate shall state that the signer has read the definition
of "Independent" in this Indenture and that the signer is Independent within the
meaning thereof.
         Initial Aggregate Note Balance:              $152,239,000.
         ------------------------------

         Initial Class A-1 Note Balance:              $58,472,000.
         ------------------------------

         Initial Class A-2 Note Balance:              $16,387,000.
         ------------------------------

         Initial Class A-3 Note Balance:              $40,306,000.
         ------------------------------

         Initial Class M-1 Note Balance:              $15,776,000.
         ------------------------------

         Initial Class M-2 Note Balance:              $11,832,000.
         ------------------------------

         Initial Class B Note Balance:                $9,466,000.
         -----------------------------

         Initial Home Loans: The Home Loans initially transferred by the
Depositor to the Issuer on the Closing Date, which are listed on the Home Loan
Schedule on such date.

         Insolvency Event: With respect to a specified Person, (a) the filing of
a decree or order for relief by a court having jurisdiction in the premises in
respect of such Person or any substantial part of its property in an involuntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official for such Person or for any substantial
part of its property, or ordering the winding-up or liquidation of such Person's
affairs, and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or (b) the commencement by such Person of a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or the consent by such Person to the entry of an


                                       10
<PAGE>

order for relief in an involuntary case under any such law, or the consent by
such Person to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for
such Person or for any substantial part of its property, or the making by such
Person of any general assignment for the benefit of creditors, or the failure by
such Person generally to pay its debts as such debts become due or the admission
by such Person in writing (as to which the Indenture Trustee shall have notice)
of its inability to pay its debts generally, or the adoption by the Board of
Directors or managing member of such Person of a resolution which authorizes
action by such Person in furtherance of any of the foregoing.

         Insurance Proceeds: Proceeds paid by any insurer pursuant to any
insurance policy covering a Home Loan which are required to be remitted to the
Servicer, or amounts required to be paid by the Servicer pursuant to the next to
last sentence of Section 3.04 of the Servicing Agreement, net of any component
thereof (i) covering any expenses incurred by or on behalf of the Servicer in
connection with obtaining such proceeds, (ii) that is applied to the restoration
or repair of the related Mortgaged Property, (iii) released to the related
Mortgagor in accordance with the Servicer's normal servicing procedures or (iv)
required to be paid to any holder of a mortgage senior to such Home Loan.

         Interest Collections: With respect to any Payment Date, the sum of (i)
the portion allocable to interest of all scheduled monthly payments on the Home
Loans received during the related Collection Period, minus the Servicing Fee for
the related Collection Period, (ii) the portion of all Net Liquidation Proceeds
allocable to interest pursuant to the terms of the Mortgage Notes, reduced by
the Servicing Fee for the related Collection Period and (iii) the interest
portion of the Repurchase Price for any Deleted Loans paid by the Seller or
GMACM during the related Collection Period and the cash purchase price paid in
connection with any optional purchase of the Home Loans by the Servicer. The
terms of the related Mortgage Note shall determine the portion of each payment
in respect of each Home Loan that constitutes principal or interest.

         Interest Coverage Amount: The amount to be paid from proceeds received
from the sale of the Notes for deposit into the Capitalized Interest Account
pursuant to Section 3.18 of the Servicing Agreement on the Closing Date in
respect of the Pre-Funding Account, which amount initially shall be $259,767.45,
and thereafter, shall be the amount computed in accordance with Section 3.18 of
the Servicing Agreement.

         Interest Period: With respect to the Class A-1 Notes and any Payment
Date other than the first Payment Date, the period beginning on the preceding
Payment Date and ending on the day preceding such Payment Date, and in the case
of the first Payment Date, the period beginning on November 29, 2001 and ending
on the day preceding the first Payment Date. With respect to the Class A-2
Notes, the Class A-3 Notes, the Class M Notes and the Class B Notes and any
Payment Date, the calendar month preceding the month in which such Payment Date
occurs.

     Issuer or Trust:  The GMACM Home Loan Trust 2001-CL1,  a Delaware  business
trust, or its successor in interest.

                                       11
<PAGE>

         Issuer Order or Issuer Request: A written order or request signed in
the name of the Issuer by any one of its Authorized Officers and delivered to
the Indenture Trustee.

         LIBOR: As to any Interest Period, (a) for any Interest Period other
than the first Interest Period, the rate for United States dollar deposits for
one month that appears on the Telerate Screen Page 3750 as of 11:00 a.m.,
London, England time, on the second LIBOR Business Day prior to the first day of
that Interest Period or (b) with respect to the first Interest Period, the rate
for United States dollar deposits for one month that appears on the Telerate
Screen Page 3750 as of 11:00 a.m., London, England time, two LIBOR Business Days
prior to the Closing Date. If such rate does not appear on such page, LIBOR will
be the Reference Bank Rate determined by the Indenture Trustee. If no such rate
appears and the Indenture Trustee is unable to determine a Reference Bank Rate,
LIBOR will be LIBOR applicable to the preceding Interest Period.

         LIBOR Business Day: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in the city of London, England are
required or authorized by law to be closed.

         Lien: Any mortgage, deed of trust, security interest, pledge,
conveyance, hypothecation, assignment, participation, deposit arrangement,
encumbrance, lien (statutory or other), preference, priority right or interest
or other security agreement or preferential arrangement of any kind or nature
whatsoever, including, without limitation, any conditional sale or other title
retention agreement, any financing lease having substantially the same economic
effect as any of the foregoing and the filing of any financing statement under
the UCC (other than any such financing statement filed for informational
purposes only) or comparable law of any jurisdiction to evidence any of the
foregoing; provided, however, that any assignment pursuant to Section 6.02 of
the Servicing Agreement shall not be deemed to constitute a Lien.

         Liquidated Home Loan: With respect to any Payment Date, any Home Loan
in respect of which the Servicer has determined, in accordance with the
servicing procedures specified in the Servicing Agreement, as of the end of the
related Collection Period that substantially all Liquidation Proceeds which it
reasonably expects to recover, if any, with respect to the disposition of the
related REO Property have been recovered, provided that, the Servicer may treat
any Home Loan that is 180 days or more delinquent as having been finally
liquidated.

         Liquidation Expenses: All out-of-pocket expenses (exclusive of
overhead) incurred by or on behalf of the Servicer in connection with the
liquidation of any Home Loan and not recovered under any insurance policy,
including legal fees and expenses, any unreimbursed amount expended (including,
without limitation, amounts advanced to correct defaults on any mortgage loan
which is senior to such Home Loan and amounts advanced to keep current or pay
off a mortgage loan that is senior to such Home Loan) respecting such Home Loan
and any related and unreimbursed expenditures for real estate property taxes or
for property restoration, preservation or insurance against casualty loss or
damage.

         Liquidation Loss Amount: With respect to any Payment Date and any Home
Loan that became a Liquidated Home Loan during the related Collection Period,
the unrecovered portion of the Principal Balance of such Home Loan and any
unpaid accrued interest thereon at the end of such Collection Period, after
giving effect to the Net Liquidation Proceeds applied in reduction of such
Principal Balance.

                                       12
<PAGE>

         Liquidation Proceeds: Proceeds (including Insurance Proceeds) if any
received in connection with the liquidation of any Home Loan or related REO
Property, whether through trustee's sale, foreclosure sale or otherwise.

     Loan Rate: With respect to any Home Loan and any day, the per annum rate of
interest applicable under the related Mortgage Note.

         Lockout Cumulative Loss Test: A test that shall be satisfied for any
Payment Date if the aggregate cumulative Liquidation Loss Amounts on the Home
Loans prior to any such Payment Date occurring during the first, year, the
second year, the third year or the fourth year (or any year after the fourth
year) after the Stepdown Date are less than 6.50%, 7.50%, 8.50% and 12.00%,
respectively, of the initial Pool Balance.

         Lost Note Affidavit: With respect to any Home Loan as to which the
original Mortgage Note has been permanently lost or destroyed and has not been
replaced, an affidavit from the related Seller certifying that the original
Mortgage Note has been lost, misplaced or destroyed (together with a copy of the
related Mortgage Note, if available).

     MERS:  Mortgage  Electronic   Registration  Systems,  Inc.,  a  corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.

         MERS(R) System: The system of recording transfers of Mortgages
electronically maintained by MERS.

     MIN: The Mortgage Identification Number for Home Loans registered with MERS
on the MERS(R)System.

         MOM Loan: With respect to any Home Loan, MERS acting as the mortgagee
of such Home Loan, solely as nominee for the originator of such Home Loan and
its successors and assigns, at the origination thereof.

         Monthly Payment: With respect to any Home Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for any partial Principal Prepayments thereon and for
Deficient Valuations occurring prior to such Due Date but before any adjustment
to such amortization schedule by reason of any bankruptcy, other than a
Deficient Valuation, or similar proceeding or any moratorium or similar waiver
or grace period).

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

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

         Mortgage File: With respect to each Home Loan:

                                       13
<PAGE>

         (i) the original Mortgage Note endorsed or assigned without recourse in
blank (which endorsement shall contain either an original signature or a
facsimile signature of an authorized officer of GMACM) or, with respect to any
Home Loan as to which the original Mortgage Note has been permanently lost or
destroyed and has not been replaced, a Lost Note Affidavit;

         (ii) the original Mortgage, noting the presence of the MIN of the Home
Loan, if the Mortgage is registered on the MERS(R) System, and language
indicating that the Home Loan is a MOM Loan if the Home Loan is a MOM Loan, with
evidence of recording thereon, or, if the original Mortgage has not yet been
returned from the public recording office, a copy of the original Mortgage
certified by GMACM that such Mortgage has been sent for recording, or a county
certified copy of such Mortgage in the event the recording office keeps the
original or if the original is lost;

         (iii) unless the Home Loan is registered on the MERS(R) System,
original assignments (which may be included in one or more blanket assignments
if permitted by applicable law) of the Mortgage in recordable form from GMACM to
"Bank One, National Association, as Indenture Trustee under that certain
Indenture dated as of November 29, 2001, for GMACM Home Loan Trust 2001-CL1,
Home Loan-Backed Notes" c/o the Servicer at an address specified by the
Servicer;

         (iv) originals of any intervening assignments of the Mortgage from the
originator to GMACM (or to MERS, if the Home Loan is registered on the MERS(R)
System, and which notes the presence of a MIN), with evidence of recording
thereon, or, if the original of any such intervening assignment has not yet been
returned from the public recording office, a copy of such original intervening
assignment certified by GMACM that such original intervening assignment has been
sent for recording; and

         (v) a true and correct copy of each assumption, modification,
consolidation or substitution agreement, if any, relating to such Home Loan; and

         (vi) any documents required to be added to such documents pursuant to
the Purchase Agreement, the Trust Agreement or the Servicing Agreement.

         It is understood that the Mortgage File (other than item (i) above) may
be retained in microfilm, microfiche, optical storage or magnetic media in lieu
of hard copy; provided, that with respect to any Home Loan not registered on the
MERS(R) System, the original Assignment of Mortgage described in clause (iii)
above shall be retained in the Mortgage File.

         Mortgage Note: With respect to a Home Loan, the promissory note
pursuant to which the related Mortgagor agrees to pay the indebtedness evidenced
thereby and secured by the related Mortgage as modified or amended.

     Mortgaged Property:  The underlying  property,  including real property and
improvements thereon, securing a Home Loan.

         Mortgagor:  The obligor or obligors under a Mortgage Note.

                                       14
<PAGE>

         Net Liquidation Proceeds: With respect to any Liquidated Home Loan,
Liquidation Proceeds net of Liquidation Expenses (but not including the portion,
if any, of such amount that exceeds the Principal Balance of, plus accrued and
unpaid interest on, such Home Loan at the end of the Collection Period
immediately preceding the Collection Period in which such Home Loan became a
Liquidated Home Loan).

         Net Loan Rate: With respect to any Home Loan, the Loan Rate of the Home
Loan as of the first day of the calendar month in which the related Interest
Period begins, net of the Servicing Fee Rate.

         Note Balance: With respect to any Payment Date and any Class of Notes,
the Initial Note Balance thereof reduced by the sum of (i) all payments of
principal thereon pursuant to Section 3.05(a) of the Indenture, except in the
case of any amounts distributed to the Class A, Class M or Class B Noteholders
in respect of Liquidation Loss Amounts allocated to such Notes on any previous
Payment Date, and (ii) in the case of the Class A, Class M and the Class B
Notes, any Liquidation Loss Amounts applied to reduce the Note Balance of such
Class of Notes pursuant to Section 3.05(c) of the Indenture on or prior to such
Payment Date.

         Note Owner or Owner:  The Beneficial Owner of a Note.

         Note Payment Account: The account established by the Indenture Trustee
pursuant to Section 8.02 of the Indenture and Section 5.01 of the Servicing
Agreement. Amounts deposited in the Note Payment Account will be distributed by
the Indenture Trustee in accordance with Section 3.05 of the Indenture.

         Note Rate: As to the Notes, the following rates:

     Class A-1  Notes:  a  floating  rate  equal to the lesser of (i) LIBOR plus
0.25% per annum, and (ii) 10.00% per annum;

     Class A-2 Notes: a fixed rate equal to 4.99% per annum;

                  Class A-3 Notes: a fixed rate equal to 6.39% per annum (or,
         for any Interest Period for the Class A-3 Notes commencing after the
         first Payment Date on which the aggregate Principal Balance of the Home
         Loans is less than 10% of the initial Pool Balance, a fixed rate equal
         to 6.89% per annum);

                  Class M-1 Notes: a fixed rate equal to 7.06% per annum (or,
         for any Interest Period for the Class M-1 Notes commencing after the
         first Payment Date on which the aggregate Principal Balance of the Home
         Loans is less than 10% of the initial Pool Balance, a fixed rate equal
         to 7.56% per annum);

                  Class M-2 Notes: a fixed rate equal to 7.41% per annum (or,
         for any Interest Period for the Class M-2 Notes commencing after the
         first Payment Date on which the aggregate Principal Balance of the Home
         Loans is less than 10% of the initial Pool Balance, a fixed rate equal
         to 7.91% per annum); and

                                       15
<PAGE>

                  Class B Notes: a fixed rate equal to 7.90% per annum (or, for
         any Interest Period for the Class B Notes commencing after the first
         Payment Date on which the aggregate Principal Balance of the Home Loans
         is less than 10% of the initial Pool Balance, a fixed rate equal to
         8.40% per annum).

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

     Note Registrar: The Indenture Trustee, in its capacity as Note Registrar.

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

         Notes: Any one of the Class A-1, Class A-2, Class A-3, Class M-1, Class
M-2 or the Class B Notes issued and outstanding at any time pursuant to the
Indenture.

         Officer's Certificate: With respect to the Servicer, a certificate
signed by the President, Managing Director, a Director, a Vice President or an
Assistant Vice President, of the Servicer and delivered to the Indenture
Trustee. With respect to the Issuer, a certificate signed by any Authorized
Officer of the Issuer, under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 10.01 of the Indenture,
and delivered to the Indenture Trustee. Unless otherwise specified, any
reference in the Indenture to an Officer's Certificate shall be to an Officer's
Certificate of any Authorized Officer of the Issuer.

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

         Original Pre-Funded Amount: The amount deposited from the proceeds of
the sale of the Securities into the Pre-Funding Account on the Closing Date,
which amount is $31,552,056.91.

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

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

                                       16
<PAGE>

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

         Overcollateralization Amount: With respect to any Payment Date, the
amount (but not less than zero), if any, by which (a) the Pool Balance after
applying payments received in the related Collection Period (but without further
reduction due to any Home Loan becoming a Liquidated Home Loan during such
Collection Period), exceeds (b) the aggregate Note Balance of the Notes on such
Payment Date (after application of the Principal Collection Distribution Amount
and Liquidation Loss Amounts for such date). The Overcollateralization Amount is
subject to reduction on any Payment Date as described in Section 3.05(c) of the
Indenture.

         Overcollateralization Increase Amount: With respect to any Payment
Date, an amount equal to the lesser of (i) the amount remaining in the Note
Payment Account following distributions pursuant to Section 3.05(a)(x) of the
Indenture and (ii) the amount necessary to increase the Overcollateralization
Amount to the Required Overcollateralization Amount.

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

     Owner Trust: GMACM Home Loan Trust 2001-CL1,  created by the Certificate of
Trust pursuant to the Trust Agreement.

         Owner Trustee: Wilmington Trust Company, not in its individual capacity
but solely as owner trustee, and its successors and assigns or any successor
Owner Trustee appointed pursuant to the terms of the Trust Agreement.

     Paying Agent:  Any paying agent or co-paying  agent  appointed  pursuant to
Section 3.03 of the Indenture, which initially shall be the Indenture Trustee.

     Payment Date: The 25th day of each month,  or if such day is not a Business
Day, then the next Business Day.

         Percentage Interest: With respect to any Note and Payment Date, the
percentage obtained by dividing the Note Balance of such Note by the aggregate
Note Balance of all Notes prior to such Payment Date. With respect to any
Certificate and any Payment Date, the Percentage Interest stated on the face of
such Certificate.

         Permitted Investments:  One or more of the following:

         (i) obligations of or guaranteed as to principal and interest by the
United States or any agency or instrumentality thereof when such obligations are
backed by the full faith and credit of the United States;

         (ii) repurchase agreements on obligations specified in clause (i) above
maturing not more than one month from the date of acquisition thereof; provided,
that the unsecured short-term debt obligations of the party agreeing to
repurchase such obligations are at the time rated by each Rating Agency in its
highest short-term rating category available;

                                       17
<PAGE>

         (iii) federal funds, certificates of deposit, demand deposits, time
deposits and bankers' acceptances (which shall each have an original maturity of
not more than 90 days and, in the case of bankers' acceptances, shall in no
event have an original maturity of more than 365 days or a remaining maturity of
more than 30 days) denominated in United States dollars of any U.S. depository
institution or trust company incorporated under the laws of the United States or
any state thereof or of any domestic branch of a foreign depository institution
or trust company; provided, that the short-term debt obligations of such
depository institution or trust company (or, if the only Rating Agency is
Standard & Poor's, in the case of the principal depository institution in a
depository institution holding company, debt obligations of the depository
institution holding company) at the date of acquisition thereof have been rated
by each Rating Agency in its highest short-term rating category available; and
provided further, that if the only Rating Agency is Standard & Poor's and if the
depository or trust company is a principal subsidiary of a bank holding company
and the debt obligations of such subsidiary are not separately rated, the
applicable rating shall be that of the bank holding company; provided further,
that if the only Rating Agency is Standard & Poor's and the original maturity of
such short-term debt obligations of a domestic branch of a foreign depository
institution or trust company shall exceed 30 days, the short-term rating of such
institution shall be A-1+;

         (iv) commercial paper (having original maturities of not more than 365
days) of any corporation incorporated under the laws of the United States or any
state thereof which on the date of acquisition has been rated by each Rating
Agency in its highest short-term rating category available; provided, that such
commercial paper shall have a remaining maturity of not more than 30 days;

         (v) a money market fund or a qualified investment fund rated by each
Rating Agency in one of its two highest long-term rating categories available
including any fund advised by the Indenture Trustee or an Affiliate thereof; and

         (vi) other obligations or securities that are acceptable to each Rating
Agency as a Permitted Investment hereunder and will not cause a Rating Event, as
evidenced in writing;

provided, however, that no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest long-term rating category
available shall mean AAA in the case of Standard & Poor's, Aaa in the case of
Moody's and AAA in the case of Fitch, and references herein to the highest
short-term rating category available shall mean A-1+ in the case of Standard &
Poor's, P-1 in the case of Moody's and F1+ in the case of Fitch.

         Person: Any legal individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

                                       18
<PAGE>

         Plan:  The meaning specified in Section 3.05 of the Trust Agreement.

     Plan Assets: The meaning specified in Section 3.05 of the Trust Agreement.

     Pool Balance:  With respect to any date, the aggregate Principal Balance of
all  Home  Loans  as of such  date  and  (during  the  Pre-Funding  Period)  the
Pre-Funded Amount.

         Pre-Funded Amount: With respect to any date of determination during the
Pre-Funding Period, the amount on deposit in the Pre-Funding Account.

         Pre-Funding Account: The account established and maintained pursuant to
Section 3.17 of the Servicing Agreement.

         Pre-Funding Period: The period commencing on the Closing Date until the
earliest of (i) the date on which the amount on deposit in the Pre-Funding
Account is less than $50,000, (ii) February 27, 2002 or (iii) the occurrence of
a Servicing Default.

         Predecessor Note: With respect to any Note, every previous Note
evidencing all or a portion of the same debt as that evidenced by such Note;
and, for the purpose of this definition, any Note authenticated and delivered
under Section 4.03 of the Indenture in lieu of a mutilated, lost, destroyed or
stolen Note shall be deemed to evidence the same debt as such mutilated, lost,
destroyed or stolen Note.

         Principal Balance: With respect to any Home Loan, other than a
Liquidated Home Loan, and as of any day, the related Cut-Off Date Principal
Balance, minus all collections credited as principal in respect of any such Home
Loan in accordance with the related Mortgage Note and applied in reduction of
the Principal Balance thereof. For purposes of this definition, a Liquidated
Home Loan shall be deemed to have a Principal Balance equal to the Principal
Balance of the related Home Loan immediately prior to the final recovery of
substantially all related Liquidation Proceeds and a Principal Balance of zero
thereafter.

     Principal  Collection  Distribution Amount: For any Payment Date, the total
Principal  Collections  for such  Payment  Date  less any  Overcollateralization
Release Amount for such Payment Date.

         Principal Collections: With respect to any Payment Date, an amount
equal to the sum of (i) the principal portion of all scheduled Monthly Payments
on the Home Loans received during the related Collection Period, as reported by
the Servicer or the related Subservicer; (ii) the principal portion of all
proceeds of the repurchase of any Home Loans (or, in the case of a substitution,
any Substitution Adjustment Amounts) as required by the Servicing Agreement
during the related Collection Period; (iii) the principal portion of all other
unscheduled collections received on the Home Loans during the related Collection
Period (or deemed to be received during the related Collection Period,
including, without limitation, full and partial Principal Prepayments made by
the respective Mortgagors, Insurance Proceeds and Net Liquidation Proceeds), to
the extent not previously distributed; and (iv) on the Payment Date immediately
following the end of the Pre-Funding Period, any amount transferred from the
Pre-Funding Account to the Note Payment Account in accordance with Section 3.17
of the Servicing Agreement.

                                       19
<PAGE>

         Principal Prepayment: Any payment of principal made by the Mortgagor on
a Home Loan which is received in advance of its scheduled Due Date and which is
not accompanied by an amount of interest representing scheduled interest due on
any date or dates in any month or months subsequent to the month of prepayment.

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

     Program Guide:  The GMACM Home Equity  Servicing  Guidelines,  as in effect
from time to time.

     Prospectus  Supplement:  The prospectus supplement dated November 26, 2001,
relating to the Notes.

     Purchase  Agreement:  The home loan purchase agreement dated as of November
29,  2001,  among the  Sellers,  the  Purchaser,  the Issuer  and the  Indenture
Trustee.

     Purchase  Price:  The meaning  specified in Section  2.3(a) of the Purchase
Agreement.

     Purchaser:  Residential Asset Mortgage  Products,  Inc., as purchaser under
the Purchase Agreement.

         Rating Agency: Each of Moody's, Standard & Poor's, and Fitch Inc. or,
if any such organization or a successor thereto is no longer in existence, such
nationally recognized statistical rating organization, or other comparable
Person, designated by the Depositor, notice of which designation shall be given
to the Indenture Trustee. References herein to the highest short term rating
category of a Rating Agency shall mean A-1+ in the case of Standard & Poor's,
P-1 in the case of Moody's and F1+ in the case of Fitch; and in the case of any
other Rating Agency, shall mean such equivalent ratings. References herein to
the highest long-term rating category of a Rating Agency shall mean "AAA" in the
case of Standard & Poor's, "Aaa" in the case of Moody's and "AAA" in the case
Fitch; and in the case of any other Rating Agency, shall mean such equivalent
rating.

     Rating Event: The qualification, reduction or withdrawal by a Rating Agency
of its then-current rating of the Notes.

         Record Date: With respect to the Class A-1 Notes and any Payment Date,
unless the Class A-1 Notes are no longer held in book-entry form, the Business
Day next preceding such Payment Date and with respect to the Class A-2 Notes,
Class A-3 Notes, Class M Notes and Class B Notes, and the Class A-1 Notes, if
such Class A-1 Notes are longer held in book-entry form, the last Business Day
of the month preceding the month of such Payment Date.

         Reference Bank Rate: With respect to any Interest Period, the
arithmetic mean (rounded upwards, if necessary, to the nearest one sixteenth of
one percent) of the offered rates for United States dollar deposits for one
month which are offered by the Reference Banks as of 11:00 a.m., London, England
time, on the second LIBOR Business Day prior to the first day of such Interest
Period to prime banks in the London interbank market in amounts approximately
equal to the outstanding Note Balance of the Class A-1 Notes; provided, that at


                                       20
<PAGE>

least two Reference Banks provide such rate. If fewer than two such rates are
provided, the Reference Bank Rate will be the arithmetic mean of the rates
quoted by one or more major banks in New York City, selected by the Indenture
Trustee after consultation with the Servicer, as of 11:00 a.m., New York time,
on such date for loans in U.S. Dollars to leading European banks for a period of
one month in amounts approximately equal to the aggregate Note Balance of the
Class A-1 Notes.

         Reference Banks: Three major banks which are engaged in transactions in
the London interbank markets selected by the Indenture Trustee, after
consultation with the Servicer.

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

         Relief Act Shortfalls: With respect to any Payment Date, for any Home
Loan as to which there has been a reduction in the amount of interest
collectible thereon for the related Collection Period as a result of the
application of the Soldiers' and Sailors' Civil Relief Act of 1940, as amended,
the shortfall, if any, equal to (i) one month's interest on the Principal
Balance of such Home Loan at the applicable Loan Rate, over (ii) the interest
collectible on such Home Loan during such Collection Period.

         REMIC Ineligible Loan: A Home Loan will be a REMIC Ineligible Loan, if
(a) the value of the real property securing the Home Loan was not at least equal
to 80% of the original principal balance of the Home Loan, calculated by
subtracting the principal balance of any home equity loans that are secured by
liens that are senior to the Home Loan and a proportionate amount of any home
equity loans that are secured by a lien of equal priority as the Home Loan from
the Appraised Value of the property when the Home Loan was originated and (b)
substantially all of the proceeds of the Home Loans were not used to acquire,
improve or protect an interest in the real property securing the Home Loan.

         REO Property: A Mortgaged Property that is acquired by the Trust in
foreclosure or by deed in lieu of foreclosure.

         Repurchase Event: With respect to any Home Loan, either (i) a discovery
that, as of the Closing Date with respect to an Initial Home Loan or the related
Subsequent Transfer Date with respect to any Subsequent Home Loan, the related
Mortgage was not a valid lien on the related Mortgaged Property subject only to
(A) the lien of any prior mortgage indicated on the Home Loan Schedule, (B) the
lien of real property taxes and assessments not yet due and payable, (C)
covenants, conditions, and restrictions, rights of way, easements and other
matters of public record as of the date of recording of such Mortgage and such
other permissible title exceptions as are customarily accepted for similar loans
and (D) other matters to which like properties are commonly subject that do not
materially adversely affect the value, use, enjoyment or marketability of the
related Mortgaged Property or (ii) with respect to any Home Loan as to which
either Seller delivers an affidavit certifying that the original Mortgage Note
has been lost or destroyed, a subsequent default on such Home Loan if the
enforcement thereof or of the related Mortgage is materially and adversely
affected by the absence of such original Mortgage Note.

                                       21
<PAGE>

         Repurchase Price: With respect to any Home Loan required to be
repurchased on any date pursuant to the Purchase Agreement or purchased by the
Servicer pursuant to the Servicing Agreement, an amount equal to the sum of (i)
100% of the Principal Balance thereof (without reduction for any amounts charged
off) and (ii) unpaid accrued interest at the Loan Rate (or with respect to the
last day of the month in the month of repurchase, the Loan Rate will be the Loan
Rate in effect as of the second to last day in such month) on the outstanding
Principal Balance thereof from the Due Date to which interest was last paid by
the related Mortgagor to the first day of the month following the month of
purchase.

         Required Insurance Policy: With respect to any Home Loan, any insurance
policy which is required to be maintained from time to time under the Servicing
Agreement or the related Subservicing Agreement in respect of such Home Loan.

         Required Overcollateralization Amount: As to any Payment Date prior to
the Stepdown Date, the Required Overcollateralization Amount will be 5.50% of
the initial Pool Balance; provided, however, that if an Excess Spread Trigger
(4%) is in effect with respect to such Payment Date, the Required
Overcollateralization Amount will be 8.00% of the initial Pool Balance; and
provided, further, that if an Excess Spread Trigger (3%) or a Cumulative Loss
Trigger is in effect with respect to such Payment Date, the Required
Overcollateralization Amount will be 10.00% of the initial Pool Balance. As to
any Payment Date on or after the Stepdown Date, the Required
Overcollateralization Amount will be the lesser of (a) the Required
Overcollateralization Amount as of the initial Payment Date and (b) 11.00% of
the current Pool Balance after applying payments received in the related
Collection Period (but not lower than 0.50% of the initial Pool Balance);
provided, however, that if an Excess Spread Trigger (4%) is in effect with
respect to such Payment Date, the Required Overcollateralization Amount will be
the lesser of (a) and (b) above, except that 11.00% shall become 16.00%; and
provided, further, that if an Excess Spread Trigger (3%) or a Cumulative Loss
Trigger is in effect with respect to such Payment Date, the Required
Overcollateralization Amount will be the lesser of (a) and (b) above, except
that 11.00% shall become 20.00%. In addition, the Required Overcollateralization
Amount may be reduced if the Rating Agencies have confirmed that such reduction
will not cause the reduction or withdrawal of the ratings of the Notes.

         Responsible Officer: With respect to the Indenture Trustee, any officer
of the Indenture Trustee with direct responsibility for the administration of
the Trust Agreement and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject.

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

     Securities  Act: The Securities Act of 1933, as amended,  and the rules and
regulations promulgated thereunder.

     Securities Balance: The Note Balance or Certificate Balance, as the context
may require.

         Security:  Any Certificate or a Note, as the context may require.

         Securityholder:  Any Noteholder or Certificateholder.

                                       22
<PAGE>

         Seller or Sellers: GMAC Mortgage Corporation, a Pennsylvania
corporation, and its successors and assigns and Walnut Grove Mortgage Loan Trust
2001-A, a Delaware business trust, and its successors and assigns.

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

     Servicing Agreement:  The servicing agreement dated as of November 29, 2001
among the Servicer, the Issuer and the Indenture Trustee.

     Servicing Certificate:  A certificate completed and executed by a Servicing
Officer  on  behalf of the  Servicer  in  accordance  with  Section  4.01 of the
Servicing Agreement.

     Servicing  Default:  The meaning specified in Section 7.01 of the Servicing
Agreement.

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

         Servicing Fee Rate:  0.50% per annum.

         Servicing Officer: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Home Loans whose name
and specimen signature appear on a list of servicing officers furnished to the
Indenture Trustee by the Servicer, as such list may be amended from time to
time.

     Standard & Poor's:  Standard & Poor's Ratings  Services,  a division of The
McGraw-Hill Companies, Inc. or its successor in interest.

         Stated Value: With respect to any Home Loan, the stated value of the
related Mortgaged Property determined in accordance with the Program Guide and
given by the related Mortgagor in his or her application.

         Stepdown Date: The first Payment Date occurring after the Payment Date
in November 2004 as to which the aggregate Note Balance of the Class A Notes
(after applying payments received in the related Collection Period) will be
reduced (such determination to be made by the Servicer prior to the actual
distribution of Collections on such Payment Date) to an amount equal to the
excess of (a) the Pool Balance as of such Payment Date (after applying payments
received in the related Collection Period) over (b) the greater of (i)
approximately 47.00% of the Pool Balance as of the end of the related Collection
Period, and (ii) 0.50% of the initial Pool Balance.

     Subsequent Cut-Off Date: With respect to any Subsequent Home Loan, the date
specified in the related Subsequent Transfer Agreement.

         Subsequent Cut-Off Date Principal Balance: With respect to any
Subsequent Home Loan, the Principal Balance thereof as of the close of business
on the last day of the Collection Period immediately prior to the related
Subsequent Cut-Off Date.

                                       23
<PAGE>

         Subsequent Home Loan: A Home Loan sold by a Seller to the Issuer
pursuant to Section 2.2 of the Purchase Agreement, such Home Loan being
identified on the Home Loan Schedule attached to the related Subsequent Transfer
Agreement, as set forth in such Subsequent Transfer Agreement.

         Subsequent Transfer Agreement: Each Subsequent Transfer Agreement dated
as of a Subsequent Transfer Date executed by the respective Seller and the
Issuer substantially in the form of Exhibit 2 to the Purchase Agreement, by
which the related Subsequent Home Loans are sold to the Issuer.

     Subsequent   Transfer  Date:  With  respect  to  each  Subsequent  Transfer
Agreement,  the date on which the related  Subsequent Home Loans are sold to the
Issuer.

     Subservicer:  Each Person that enters into a  Subservicing  Agreement  as a
subservicer of Home Loans.

         Subservicing Agreement: The written contract between the Servicer and
any Subservicer relating to servicing and administration of certain Home Loans
as provided in Section 3.01 of the Servicing Agreement.

         Substitution Adjustment Amount: With respect to any Eligible Substitute
Loan and any Deleted Loan, the amount, if any, as determined by the Servicer, by
which the aggregate principal balance of all such Eligible Substitute Loans as
of the date of substitution is less than the aggregate Principal Balance of all
such Deleted Loans (after application of the principal portion of the Monthly
Payments due in the month of substitution that are to be distributed to the
Securityholders in the month of substitution).

         Tax Matters Partner:  GMACM, as initial Certificateholder.

         Telerate Screen Page 3750: The display page so designated on the
Telerate Capital Markets Report (or such other page as may replace page 3750 on
such service for the purpose of displaying London interbank offered rates of
major banks, or, if such service is no longer offered, such other service for
displaying London interbank offered rates or comparable rates as may be selected
by the Indenture Trustee after consultation with the Servicer).

     Transfer Date: As defined in Section 3.15(c) of the Servicing Agreement.

     Transfer  Notice  Date:  As  defined in  Section  3.15(c) of the  Servicing
Agreement.

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

     Trust Agreement: The trust agreement dated as of November 29, 2001, between
the Owner Trustee and the Depositor.

                                       24
<PAGE>

     Trust  Estate:  The  meaning  specified  in  the  Granting  Clause  of  the
Indenture.

     Trust  Indenture  Act or TIA: The Trust  Indenture  Act of 1939, as amended
from time to time, as in effect on any relevant date.

     UCC:  The Uniform  Commercial  Code,  as amended  from time to time,  as in
effect in any specified jurisdiction.

         Underwriter:  Bear, Stearns & Co. Inc.

     Underwriting Agreement: The underwriting agreement dated November 26, 2001,
between the Depositor, GMACM and the Underwriter.

         Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.

     WG Trust:  Walnut Grove  Mortgage  Loan Trust 2001-A,  a Delaware  business
trust.







                                       25
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