EXHIBIT 4.2


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                   RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,

                                  as Depositor

                                       and

                            WILMINGTON TRUST COMPANY

                                as Owner Trustee

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


                                 TRUST AGREEMENT

                          Dated as of November 29, 2001

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


                         GMACM HOME LOAN TRUST 2001-CL1
                      GMACM Home Loan-Backed Certificates,
                                 Series 2001-CL1



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<TABLE>
<CAPTION>

                        TABLE OF CONTENTS

                                                                                            PAGE

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

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

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

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

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

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

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

        Section 2.04.Appointment of Owner Trustee...........................................3

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

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

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

        Section 2.08.Situs of Trust.........................................................4

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

        Section 2.10.Payment of Trust Fees..................................................5

ARTICLE III       Conveyance of the Home Loans; Certificates................................6

        Section 3.01.Conveyance of the Home Loans...........................................6

        Section 3.02.Initial Ownership......................................................6

        Section 3.03.Issuance of Certificates...............................................6

        Section 3.04.Authentication of Certificates.........................................6

        Section 3.05.Registration of and Limitations on Transfer and Exchange of
               Certificates.................................................................7

        Section 3.06.Mutilated, Destroyed, Lost or Stolen Certificates......................9

        Section 3.07.Persons Deemed Certificateholders.....................................10

        Section 3.08.Access to List of Certificateholders' Names and Addresses.............10

        Section 3.09.Maintenance of Office or Agency.......................................10

        Section 3.10.Certificate Paying Agent..............................................11

        Section 3.11.Reserved..............................................................12

        Section 3.12.Subordination.........................................................12

        Section 3.13.No Priority Among Certificates........................................12

ARTICLE IV        Authority and Duties of Owner Trustee....................................13

        Section 4.01.General Authority.....................................................13

        Section 4.02.General Duties........................................................13

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<PAGE>


        Section 4.03.Action upon Instruction...............................................13

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

               Instructions................................................................14

        Section 4.05.Restrictions..........................................................14

        Section 4.06. Prior Notice to Certificateholders with Respect
               to Certain Matters..........................................................14
        .......
        Section 4.07.Action by Certificateholders with Respect to Certain Matters..........15

        Section 4.08.Action by Certificateholders with Respect to Bankruptcy...............15

        Section 4.09.Restrictions on Certificateholders' Power.............................15

        Section 4.10.Majority Control......................................................15

        Section 4.11Doing Business in Other Jurisdictions..................................16

        Section 4.12 Removal of Home Loans.................................................16

ARTICLE V         Application of Trust Funds...............................................17

        Section 5.01.Distributions.........................................................17

        Section 5.02.Method of Payment.....................................................17

        Section 5.03.Signature on Returns..................................................17

        Section 5.04.Statements to Certificateholders......................................18

        Section 5.05.Tax Reporting.........................................................18

ARTICLE VI        Concerning the Owner Trustee.............................................19

        Section 6.01.Acceptance of Trusts and Duties.......................................19

        Section 6.02.Furnishing of Documents...............................................20

        Section 6.03Representations and Warranties.........................................20

        Section 6.04.Reliance; Advice of Counsel...........................................21

        Section 6.05.Not Acting in Individual Capacity.....................................21

        Section 6.06.Owner Trustee Not Liable for Certificates or Related Documents........21

        Section 6.07.Owner Trustee May Own Certificates and Notes..........................22

ARTICLE VII       Compensation of Owner Trustee............................................23

        Section 7.01.Owner Trustee's Fees and Expenses.....................................23

        Section 7.02.Indemnification.......................................................23

ARTICLE VIII      Termination of Trust Agreement...........................................25

        Section 8.01.Termination of Trust Agreement........................................25
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ARTICLE IX        Successor Owner Trustees and Additional Owner Trustees...................27

        Section 9.01.Eligibility Requirements for Owner Trustee............................27

        Section 9.02.Replacement of Owner Trustee..........................................27

        Section 9.03.Successor Owner Trustee...............................................28

        Section 9.04.Merger or Consolidation of Owner Trustee..............................28

        Section 9.05.Appointment of Co-Trustee or Separate Trustee.........................28

ARTICLE X         Miscellaneous............................................................30

        Section 10.01.Amendments...........................................................30

        Section 10.02.No Legal Title to Trust Estate.......................................31

        Section 10.03.Limitations on Rights of Others......................................31

        Section 10.04.Notices..............................................................31

        Section 10.05.Severability.........................................................32

        Section 10.06.Separate Counterparts................................................32

        Section 10.07.Successors and Assigns...............................................32

        Section 10.08.No Petition..........................................................32

        Section 10.09.No Recourse..........................................................33

        Section 10.10.Headings.............................................................33

        Section 10.11.GOVERNING LAW........................................................33

        Section 10.12.Integration..........................................................33


                                        iii

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                                    EXHIBITS

Exhibit A - Form of Certificate...........................................................A-1
Exhibit B - Certificate of Trust..........................................................B-1
Exhibit C - Form of Rule 144A Investment Representation...................................C-1
Exhibit D - Form of Investor Representation Letter........................................D-1
Exhibit E - Form of Transferor Representation Letter......................................E-1
Exhibit F - Form of Certificate of Non-Foreign Status.....................................F-1
Exhibit G - Form of ERISA Representation Letter...........................................G-1
Exhibit H - Form of Representation Letter.................................................H-1

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<PAGE>



        This trust  agreement,  dated as of November  29, 2001 (as amended  from
time to time,  the "Trust  Agreement"),  is between  Residential  Asset Mortgage
Products,  Inc., a Delaware  corporation,  as depositor (the  "Depositor"),  and
Wilmington Trust Company, a Delaware banking corporation,  as owner trustee (the
"Owner Trustee").


                                   WITNESSETH:

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

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

                                   ARTICLE I

                                   Definitions

Section 1.01. Definitions.  For all purposes of this Trust Agreement,  except as
otherwise  expressly  provided herein or unless the context otherwise  requires,
capitalized  terms used herein  that are not  otherwise  defined  shall have the
meanings  ascribed  thereto in Appendix A to the indenture  dated as of November
29, 2001 (the "Indenture"),  between GMACM Home Loan Trust 2001-CL1,  as Issuer,
and Bank One, National Association,  as Indenture Trustee. All other capitalized
terms used herein shall have the meanings specified herein.

Section 1.02.  Other Definitional Provisions.
               -----------------------------

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

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

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

<PAGE>

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

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



                                       2
<PAGE>

                                   ARTICLE II

                                  Organization

Section 2.01.  Name. The trust created hereby shall be known as "GMACM Home Loan
Trust 2001-CL1," in which name the Owner Trustee may conduct the business of the
Trust,  make and execute  contracts and other instruments on behalf of the Trust
and sue and be sued.

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

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

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

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

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

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

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

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

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

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

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

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

Section 2.06.  Declaration of Trust.  The Owner Trustee hereby  declares that it
shall hold the Trust  Estate in trust upon and  subject  to the  conditions  set
forth herein for the use and benefit of the  Certificateholders,  subject to the
obligations of the Trust under the Basic  Documents.  It is the intention of the
parties  hereto that the Trust  constitute  a business  trust under the Business
Trust Statute and that this Trust Agreement  constitute the governing instrument
of such business trust. Effective as of the date hereof, the Owner Trustee shall
have all rights,  powers and duties set forth herein and in the  Business  Trust
Statute  with  respect to  accomplishing  the  purposes of the Trust.  It is the
intention of the parties hereto that, solely for federal, state and local income
and franchise tax purposes,  for so long as 100% of the Certificates are held by
a single person or entity,  the Trust shall be treated as an entity wholly owned
by such person or entity,  with the assets of the entity being the Trust Estate,
and  the  Notes  being  debt of the  entity  and the  provisions  of this  Trust
Agreement  shall be  interpreted  to further  this  intention.  If more than one
person owns the Certificates, it is the further intention of the parties hereto,
that solely for federal,  state and local income and  franchise tax purposes the
Owner  Trust  shall  be  treated  as a  partnership,  with  the  assets  of  the
partnership  being the Trust Estate,  the partners of the partnership  being the
Certificateholders  and the Notes being debt of the partnership.  The provisions
of this Trust Agreement shall be interpreted to further such intentions. Neither
the Depositor nor any  Certificateholder  shall have any personal  liability for
any liability or obligation of the Trust.

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

Section 2.08.  Situs of Trust. The Trust will be located and administered in the
State of Delaware.  All bank accounts  maintained by the Owner Trustee on behalf
of the Trust shall be located in the State of Delaware or the State of Illinois.
The  Trust  shall  not have any  employees  in any state  other  than  Delaware;


                                       4
<PAGE>

provided,  however,  that nothing  herein  shall  restrict or prohibit the Owner
Trustee from having  employees within or without the State of Delaware or taking
actions  outside the State of Delaware  in order to comply  with  Section  2.03.
Payments  will be  received  by the Trust  only in  Delaware  or  Illinois,  and
payments  will be made by the Trust only from  Delaware  or  Illinois.  The only
office of the Trust will be at the  Corporate  Trust Office of the Owner Trustee
in Delaware.

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

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

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

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

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

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

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<PAGE>

                                  ARTICLE III

                   Conveyance of the Home Loans; Certificates

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

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

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

Section 3.03.  Issuance of  Certificates.  The  Certificates  shall be issued in
minimum  denominations  of  a  Percentage  Interest  of  10.0000%  and  integral
multiples of 0.0001% in excess thereof.

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

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

Section 3.04. Authentication of Certificates.  Concurrently with the acquisition
of the Initial  Home Loans by the Trust,  the Owner  Trustee or the  Certificate
Paying Agent shall cause the Certificates in an initial  Percentage  Interest of
100.00% to be executed on behalf of the Trust, authenticated and delivered to or
upon the  written  order of GMACM,  signed by its  chairman  of the  board,  its
president or any vice president,  without further  corporate action by GMACM, in
authorized  denominations.  No Certificate  shall entitle the  Certificateholder


                                       6
<PAGE>

thereof to any benefit  under this Trust  Agreement  or be valid for any purpose
unless there shall appear on such  Certificate a certificate  of  authentication
substantially  in the form set forth in Exhibit A hereto,  executed by the Owner
Trustee  or  the  Certificate  Paying  Agent,  by  manual  signature,  and  such
authentication  shall constitute  conclusive  evidence that such Certificate has
been duly authenticated and delivered hereunder. All Certificates shall be dated
the date of their authentication.

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

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

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

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

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

        A  Certificate  may be  transferred  to a  Certificateholder  unable  to
establish its non-foreign status as described in the preceding paragraph only if
such  Certificateholder  provides an Opinion of Counsel to the Depositor and the
Certificate  Registrar,  which Opinion of Counsel shall not be an expense of the
Trust,  the  Owner  Trustee,   the  Certificate   Registrar  or  the  Depositor,
satisfactory  to the  Depositor,  that such transfer (1) will not affect the tax
status of the Owner Trust and (2) will not adversely affect the interests of any
Securityholder,  including, without limitation, as a result of the imposition of


                                       7
<PAGE>

any United States federal  withholding  taxes on the Trust (except to the extent
that such  withholding  taxes  would be payable  solely from  amounts  otherwise
distributable  to  the  Certificate  of the  prospective  transferee).  If  such
transfer  occurs  and such  foreign  Certificateholder  becomes  subject to such
United States federal  withholding taxes, any such taxes will be withheld by the
Indenture   Trustee  at  the  direction  of  the  Tax  Matters   Partner.   Each
Certificateholder unable to establish its non-foreign status shall submit to the
Certificate  Paying Agent a copy of its Form W-8-BEN or such  successor  form as
required by then-applicable regulations and shall resubmit such form every three
years or with such frequency as required by then-applicable regulations.

        No transfer, sale, pledge or other disposition of a Certificate shall be
made unless such transfer,  sale, pledge or other disposition is exempt from the
registration  requirements  of the  Securities  Act  and  any  applicable  state
securities  laws or is made in accordance with the Securities Act and such state
laws.  In the  event of any such  transfer,  the  Certificate  Registrar  or the
Depositor  shall prior to such  transfer  require the  transferee to execute (A)
either (i) (a) an investment letter in substantially the form attached hereto as
Exhibit  C (or  in  such  form  and  substance  reasonably  satisfactory  to the
Certificate  Registrar and the Depositor) which investment  letters shall not be
an expense of the Trust,  the Owner  Trustee,  the  Certificate  Registrar,  the
Servicer or the Depositor and which  investment  letter states that, among other
things,  such  transferee  (a) is a "qualified  institutional  buyer" as defined
under Rule 144A,  acting for its own account or the accounts of other "qualified
institutional  buyers"  as defined  under  Rule 144A,  and (b) is aware that the
proposed   transferor  intends  to  rely  on  the  exemption  from  registration
requirements  under  the  Securities  Act,  provided  by Rule 144A or (ii) (a) a
written Opinion of Counsel acceptable to and in form and substance  satisfactory
to the  Certificate  Registrar and the Depositor  that such transfer may be made
pursuant to an  exemption,  describing  the  applicable  exemption and the basis
therefor,  from the Securities Act and such state laws or is being made pursuant
to the Securities Act and such state laws, which Opinion of Counsel shall not be
an expense of the Trust,  the Owner  Trustee,  the  Certificate  Registrar,  the
Servicer  or the  Depositor  and (b) the  transferee  executes a  representation
letter,  substantially  in the form of  Exhibit  D  hereto,  and the  transferor
executes a representation letter, substantially in the form of Exhibit E hereto,
each  acceptable to and in form and substance  satisfactory  to the  Certificate
Registrar and the Depositor  certifying  the facts  surrounding  such  transfer,
which  representation  letters  shall not be an expense of the Trust,  the Owner
Trustee,  the Certificate  Registrar,  the Servicer or the Depositor and (B) the
Certificate of Non-Foreign  Status (in substantially the form attached hereto as
Exhibit F) acceptable to and in form and substance  reasonably  satisfactory  to
the Certificate  Registrar and the Depositor,  which certificate shall not be an
expense  of the Trust,  the Owner  Trustee,  the  Certificate  Registrar  or the
Depositor.  If such  Certificateholder  is unable to  provide a  Certificate  of
Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as
described in the preceding paragraph.  The Certificateholder  desiring to effect
such transfer shall,  and does hereby agree to,  indemnify the Trust,  the Owner
Trustee, the Certificate  Registrar,  the Servicer and the Depositor against any
liability  that may  result if the  transfer  is not so exempt or is not made in
accordance  with such federal and state laws. No transfer of Certificates or any
interest  therein  shall be made to any employee  benefit plan or certain  other
retirement plans and arrangements,  including individual retirement accounts and
annuities,  Keogh  plans and bank  collective  investment  funds  and  insurance
company  general  or  separate  accounts  in  which  such  plans,   accounts  or
arrangements are invested, that are subject to ERISA or Section 4975 of the Code
(collectively,  a "Plan"), any Person acting, directly or indirectly,  on behalf
of any such Plan or any Person acquiring such Certificates with "plan assets" of
a Plan  within  the  meaning  of the  Department  of Labor  Regulations  Section
2510.3-101  ("Plan  Assets")  unless  the  Depositor,  the  Owner  Trustee,  the
Certificate  Registrar  and the Servicer are provided with an Opinion of Counsel
that  establishes to the satisfaction of the Depositor,  the Owner Trustee,  the
Certificate  Registrar  and the Servicer  that the purchase of  Certificates  is
permissible  under  applicable  law,  will  not  constitute  or  result  in  any
prohibited  transaction  under  ERISA or  Section  4975 of the Code and will not
subject the  Depositor,  the Owner  Trustee,  the  Certificate  Registrar or the
Servicer to any  obligation or liability  (including  obligations or liabilities


                                       8
<PAGE>

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

        In addition,  no transfer of a Certificate  shall be  permitted,  and no
such transfer shall be registered by the  Certificate  Registrar or be effective
hereunder,   unless  evidenced  by  an  Opinion  of  Counsel  addressed  to  the
Certificate Registrar that establishes that such transfer or the registration of
such transfer  would not cause the Trust to be  classified as a publicly  traded
partnership,  by having more than 100  Certificateholders at any time during the
taxable  year  of  the  Trust,  an  association  taxable  as  a  corporation,  a
corporation or a taxable mortgage pool for federal and relevant state income tax
purposes,  which Opinion of Counsel  shall not be an expense of the  Certificate
Registrar  and shall be an expense  of the  proposed  transferee.  No Opinion of
Counsel  will be required  if such  transfer is made to a nominee of an existing
beneficial holder of a Certificate.

        In addition, no transfer, sale, assignment,  pledge or other disposition
of a  Certificate  shall be made  unless  the  proposed  transferee  executes  a
representation  letter  substantially in the form of Exhibit H hereto,  that (1)
the  transferee  is  acquiring  such  Certificate  for its own behalf and is not
acting as agent or custodian for any other Person or entity in  connection  with
such acquisition and (2) if the transferee is a partnership,  grantor trust or S
corporation for federal income tax purposes,  the Certificates  acquired are not
more than 50% of the assets of the partnership, grantor trust or S corporation.

Section 3.06.  Mutilated,  Destroyed,  Lost or Stolen  Certificates.  If (a) any
mutilated Certificate shall be surrendered to the Certificate  Registrar,  or if
the  Certificate  Registrar  shall receive  evidence to its  satisfaction of the
destruction,  loss or theft of any  Certificate and (b) there shall be delivered
to the Certificate Registrar and the Owner Trustee such security or indemnity as
may be required  by them to save each of them and the Issuer from harm,  then in
the absence of notice to the  Certificate  Registrar  or the Owner  Trustee that
such  Certificate has been acquired by a bona fide purchaser,  the Owner Trustee
on behalf of the Trust shall  execute and the Owner  Trustee or the  Certificate


                                       9
<PAGE>

Paying  Agent,  as the Trust's  authenticating  agent,  shall  authenticate  and
deliver,  in exchange for or in lieu of any such mutilated,  destroyed,  lost or
stolen  Certificate,  a new  Certificate  of like  tenor  and  denomination.  In
connection with the issuance of any new Certificate under this Section 3.06, the
Owner  Trustee or the  Certificate  Registrar  may  require the payment of a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
connection therewith.  Any duplicate Certificate issued pursuant to this Section
3.06 shall  constitute  conclusive  evidence of  ownership  in the Trust,  as if
originally  issued,  whether or not the lost,  stolen or  destroyed  Certificate
shall be found at any time.

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

Section 3.08.  Access to List of  Certificateholders'  Names and Addresses.  The
Certificate Registrar shall furnish or cause to be furnished to the Depositor or
the Owner Trustee,  within 15 days after receipt by the Certificate Registrar of
a written request  therefor from the Depositor or the Owner Trustee,  a list, in
such  form as the  Depositor  or the  Owner  Trustee,  as the case  may be,  may
reasonably require, of the names and addresses of the  Certificateholders  as of
the most recent Record Date. If three or more Certificateholders, or one or more
Certificateholders  evidencing not less than 25% of the  Certificate  Percentage
Interest,  apply in writing to the Owner Trustee or the  Certificate  Registrar,
and such application states that the applicants desire to communicate with other
Certificateholders,  with respect to their rights under this  Agreement or under
the  Certificates  and  such  application  is  accompanied  by  a  copy  of  the
communication that such applicants  propose to transmit,  then the Owner Trustee
shall,  within five (5)  Business  Days after the  receipt of such  application,
afford such  applicants  access during normal business hours to the current list
of  Certificateholders.  Each  Certificateholder,  by  receiving  and  holding a
Certificate,  shall be deemed to have  agreed not to hold any of the Trust,  the
Depositor,  the Certificate Registrar or the Owner Trustee accountable by reason
of the  disclosure of its name and address,  regardless of the source from which
such information was derived.

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

                                       10
<PAGE>

Section 3.10.  Certificate Paying Agent.

(a) The Certificate Paying Agent shall make distributions to  Certificateholders
from the  Distribution  Account  on behalf of the Trust in  accordance  with the
provisions of the Certificates and Section 5.01 hereof from payments remitted to
the Certificate  Paying Agent by the Indenture  Trustee pursuant to Section 3.05
of the Indenture. The Trust hereby appoints the Indenture Trustee as Certificate
Paying Agent. The Certificate Paying Agent shall:

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

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

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

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

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

(vi)  deliver to the Owner  Trustee a copy of the  report to  Certificateholders
prepared  with respect to each Payment Date by the Servicer  pursuant to Section
4.01 of the Servicing Agreement.

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

                                       11
<PAGE>

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

Section 3.11.  Reserved.
               --------

Section  3.12.  Subordination.   Except  as  otherwise  provided  in  the  Basic
Documents,   for  so  long  as  any  Notes  are   outstanding  or  unpaid,   the
Certificateholders will generally be subordinated in right of payment, under the
Certificates or otherwise,  to payments to the  Noteholders  under, or otherwise
related to, the Indenture. If an Event of Default has occurred and is continuing
under the Indenture,  the Certificates will be fully subordinated to obligations
owing by the Trust to the  Noteholders  under,  or  otherwise  related  to,  the
Indenture,  and no  distributions  will be made on the  Certificates  until  the
Noteholders and the Indenture Trustee have been irrevocably paid in full.

Section 3.13. No Priority Among Certificates.  All Certificateholders shall rank
equally as to amounts distributable upon the liquidation, dissolution or winding
up of  the  Trust,  with  no  preference  or  priority  being  afforded  to  any
Certificateholders over any other Certificateholders.

                                       12
<PAGE>

                                   ARTICLE IV

                      Authority and Duties of Owner Trustee

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

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

Section 4.03.  Action upon Instruction.

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

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

(c) Whenever the Owner Trustee is unable to decide between  alternative  courses
of action  permitted  or required by the terms of this Trust  Agreement or under
any other Basic Document, or in the event that the Owner Trustee is unsure as to
the  application  of any  provision  of this Trust  Agreement or any other Basic
Document or any such  provision is ambiguous  as to its  application,  or is, or
appears to be, in conflict with any other applicable provision,  or in the event
that this Trust Agreement  permits any  determination by the Owner Trustee or is
silent or is  incomplete  as to the course of action  that the Owner  Trustee is
required to take with respect to a particular  set of facts,  the Owner  Trustee
shall  promptly  give  notice  (in such form as shall be  appropriate  under the
circumstances) to the Certificateholders requesting instruction as to the course
of action to be adopted,  and to the extent the Owner Trustee acts in good faith
in accordance with any written instructions received from  Certificateholders of
Certificates  representing  a majority of the aggregate  Certificate  Percentage
Interest, the Owner Trustee shall not be liable on account of such action to any
Person.  If the Owner Trustee shall not have  received  appropriate  instruction
within  10 days  of such  notice  (or  within  such  shorter  period  of time as
reasonably  may be  specified  in such  notice  or may be  necessary  under  the


                                       13
<PAGE>

circumstances)  it may,  but  shall be under no duty to,  take or  refrain  from
taking such action not inconsistent with this Trust Agreement or the other Basic
Documents,   as  it   shall   deem  to  be  in  the   best   interests   of  the
Certificateholders,  and the Owner Trustee shall have no liability to any Person
for such action or inaction.

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

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

(a) The Owner  Trustee shall not take any action (i) that is  inconsistent  with
the purposes of the Trust set forth in Section 2.03 or (ii) that,  to the actual
knowledge  of the Owner  Trustee,  would  cause the  Trust to be  treated  as an
association  (or a  publicly-traded  partnership)  taxable as a corporation or a
taxable  mortgage pool for federal income tax purposes.  The  Certificateholders
shall not  direct the Owner  Trustee  to take  action  that  would  violate  the
provisions of this Section 4.05.

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

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

                                       14
<PAGE>

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

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

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

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

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

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

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

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

Section 4.10. Majority Control.  Except as expressly provided herein, any action
that may be taken by the  Certificateholders  under this Trust  Agreement may be
taken by the  Certificateholders  of  Certificates  evidencing  not less  than a
majority of the aggregate Certificate  Percentage Interest.  Except as expressly
provided herein, any written notice of the Certificateholders delivered pursuant
to this Trust Agreement  shall be effective if signed by the  Certificateholders
of Certificates evidencing not less than a majority of the aggregate Certificate
Percentage Interest at the time of the delivery of such notice.

                                       15
<PAGE>

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

Section  4.12.  Removal of Home Loans.  Certificateholders  holding  100% of the
Certificate  Percentage  Interests  of the  Certificates  may, by  delivering  a
written  request to the Owner Trustee to such effect,  cause the removal of Home
Loans from the Trust Estate in accordance with the provisions of Section 3.15(c)
of the Servicing Agreement.  Promptly following receipt of any such request, the
Owner  Trustee  shall  deliver to the  Servicer  the written  notice and request
required to be  delivered  to the  Servicer  pursuant to Section  3.15(c) of the
Servicing  Agreement.  Any Home Loans removed from the Trust Estate  pursuant to
Section 3.15(c) of the Servicing  Agreement shall be property of the Issuer and,
upon  the  written  request  of  the  Certificateholders  holding  100%  of  the
Certificate  Percentage  Interests  of  the  Certificates,  be  released  to the
Certificateholders as a dividend and in accordance with the written instructions
of such Certificateholders.

                                       16
<PAGE>

                                   ARTICLE V

                           Application of Trust Funds

Section 5.01.  Distributions.

(a) On each Payment Date occurring in the months of March,  June,  September and
December, on any date on which the Trust is terminated pursuant to Section 8.01,
and on each  other  Payment  Date for which  the  Certificate  Paying  Agent has
received written notice from the Certificateholders  requesting funds on deposit
in the  Distribution  Account to be distributed,  the  Certificate  Paying Agent
shall  distribute  to  the  Certificateholders  all  funds  on  deposit  in  the
Distribution  Account and available  therefor as provided in Section 3.05 of the
Indenture.  All distributions made pursuant to this Section shall be distributed
to the Certificateholders pro rata based on the Percentage Interests thereof.

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

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

(d)  Allocations  of profits and losses,  as determined  for federal  income tax
purposes,  shall be made to the  Certificateholders on a pro rata basis based on
the Certificate Percentage Interests thereof.

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

Section 5.03. Signature on Returns. The Servicer,  as the Tax Matters Partner or
the agent of the Tax Matters Partner,  shall sign on behalf of the Trust the tax
returns of the Trust.

                                       17
<PAGE>

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

Section 5.05. Tax Reporting. So long as a single  Certificateholder owns 100% of
the  Certificates,  then no separate  federal  and state  income tax returns and
information  returns or statements  will be filed with respect to the Trust.  If
the Servicer is no longer the sole Certificateholder,  the subsequent holders of
the  Certificates  by their  acceptance of a  Certificate,  agree to appoint the
Servicer as their agent and the Servicer,  as agent for such holders,  agrees to
perform all duties necessary to comply with federal and state income tax laws.

        Any Certificateholder  that holds 100% of the Certificates agrees by its
purchase  of 100% of the  Certificates  to treat the  Trust  Estate as an entity
wholly owned by such  Certificateholder for purposes of federal and state income
tax,  franchise  tax and any other tax  measured  in whole or in part by income,
with the assets of the entity being the assets held by the Trust,  and the Notes
being debt of the Trust.

                                       18
<PAGE>

                                   ARTICLE VI

                          Concerning the Owner Trustee

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

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

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

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

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

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

(f) the Owner Trustee shall be under no obligation to exercise any of the rights
or  powers  vested  in it or  duties  imposed  by this  Trust  Agreement,  or to
institute,  conduct or defend any  litigation  under  this  Trust  Agreement  or
otherwise or in relation to this Trust Agreement or any other Basic Document, at
the request,  order or direction of any of the  Certificateholders,  unless such


                                       19
<PAGE>

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

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

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

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

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

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

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

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

                                       20
<PAGE>

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

Section 6.04.  Reliance; Advice of Counsel.

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

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

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

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


                                       21
<PAGE>

Certificateholders  under  this Trust  Agreement  or the  Noteholders  under the
Indenture,  including  the  compliance  by the Depositor or the Sellers with any
warranty  or  representation  made under any Basic  Document  or in any  related
document or the accuracy of any such warranty or  representation,  or any action
of the  Certificate  Paying Agent,  the  Certificate  Registrar or the Indenture
Trustee taken in the name of the Owner Trustee.

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

                                       22
<PAGE>

                                  ARTICLE VII

                          Compensation of Owner Trustee

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

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

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

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

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

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

        The indemnities  contained in this Section shall survive the resignation
or termination of the Owner Trustee or the termination of this Trust  Agreement.
In the event of any  Proceeding  for which  indemnity may be sought  pursuant to


                                       23
<PAGE>

this Section 7.02, the Owner  Trustee's  choice of legal counsel,  if other than
the legal counsel retained by the Owner Trustee in connection with the execution
and  delivery of this Trust  Agreement,  shall be subject to the approval of the
Certificateholder   of  the   majority  of  the   Percentage   Interest  of  the
Certificates,  which approval shall not be unreasonably  withheld.  In addition,
upon  written  notice to the Owner  Trustee  and with the  consent  of the Owner
Trustee, which consent shall not be unreasonably withheld, the Certificateholder
of the majority of the Percentage  Interest of the  Certificates  shall have the
right to assume the defense of any Proceeding against the Owner Trustee.

                                       24
<PAGE>

                                  ARTICLE VIII

                         Termination of Trust Agreement

Section 8.01.  Termination of Trust Agreement.

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

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

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

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

                                       25
<PAGE>

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

                                       26
<PAGE>

                                   ARTICLE IX

             Successor Owner Trustees and Additional Owner Trustees

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

Section 9.02.  Replacement of Owner  Trustee.  The Owner Trustee may at any time
resign and be discharged from the trusts hereby created by giving 30 days' prior
written  notice  thereof  to the  Indenture  Trustee  and  the  Depositor.  Upon
receiving  such notice of  resignation,  the Indenture  Trustee  shall  promptly
appoint a successor Owner Trustee, by written instrument, in duplicate, one copy
of which  instrument  shall be delivered to the resigning  Owner Trustee and one
copy to the successor  Owner Trustee.  If no successor  Owner Trustee shall have
been so appointed and have accepted  appointment within 30 days after the giving
of such notice of  resignation,  the  resigning  Owner  Trustee may petition any
court  of  competent  jurisdiction  for the  appointment  of a  successor  Owner
Trustee.

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

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

                                       27
<PAGE>

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

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

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

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

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

                                       28
<PAGE>

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

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

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

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

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

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

                                       29
<PAGE>

                                   ARTICLE X

                                  Miscellaneous

Section 10.01. Amendments.

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

(b) If the purpose of any such amendment (as detailed therein) is to correct any
mistake, eliminate any inconsistency, cure any ambiguity or deal with any matter
not covered in this Trust  Agreement  (i.e., to give effect to the intent of the
parties),   it  shall  not  be   necessary   to  obtain   the   consent  of  any
Certificateholders,  but the Owner Trustee shall be furnished  with (i) a letter
from each Rating Agency that the amendment will not result in a Rating Event and
(ii) an Opinion of Counsel to the effect  that such  action  will not  adversely
affect in any material respect the interests of any Certificateholder.

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

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

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

(f) If the  purpose of any such  amendment  is to provide  for the  issuance  of
additional  Certificates  representing  an interest in the Owner Trust, it shall
not be necessary to obtain the consent of any  Certificateholder,  but the Owner
Trustee  shall be  furnished  with (i) an Opinion of Counsel to the effect  that
such action will not adversely  affect in any material  respect the interests of
any  Certificateholders  and (B) a letter from each Rating  Agency to the effect
that such amendment will not cause a Rating Event.

                                       30
<PAGE>

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

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

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

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

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

Section 10.04. Notices.

(a) Unless otherwise  expressly  specified or permitted by the terms hereof, all
notices  shall be in writing and shall be deemed given upon  receipt:  if to the
Owner Trustee,  addressed to its Corporate  Trust Office;  if to the Certificate
Paying Agent,  addressed to Bank One,  National  Association,  1 Bank One Plaza,
Suite IL1-0126, Chicago, Illinois 60670-0126, with a copy to the Corporate Trust
Office of the Indenture Trustee,  if to the Depositor,  addressed to Residential


                                       31
<PAGE>

Asset Mortgage  Products,  Inc.,  8400  Normandale  Lake  Boulevard,  Suite 600,
Minneapolis,  Minnesota 55437, Attention:  President,  Re: GMACM Home Loan Trust
2001-CL1;  if to the Rating Agencies,  addressed to Moody's  Investors  Service,
Inc., 99 Church Street, 4th Floor, New York, New York 10001;  Standard & Poor's,
a division of The McGraw-Hill  Companies,  Inc., 55 Water Street,  New York, New
York 10004, Attention: Structured Finance Department - MBS; and 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 such Person in a written notice to each of the other  foregoing
Persons.

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

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

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

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

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

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

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

                                       32
<PAGE>

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

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

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


                                       33
<PAGE>


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

                              RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
                                 as Depositor



                              By:    /s/ Barry Bier
                                     Name: Barry Bier
                                     Title: Vice President


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



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


Acknowledged and Agreed:

BANK ONE, NATIONAL ASSOCIATION,
    as Indenture Trustee, Certificate Registrar
    and Certificate Paying Agent



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


                                       34
<PAGE>





                                    EXHIBIT A

                               FORM OF CERTIFICATE

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

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

        THIS  CERTIFICATE  HAS NOT BEEN AND WILL  NOT BE  REGISTERED  UNDER  THE
SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR  TRANSFERRED  UNLESS IT IS REGISTERED  PURSUANT TO SUCH ACT AND
STATE LAWS OR IS SOLD OR  TRANSFERRED  IN  TRANSACTIONS  WHICH ARE  EXEMPT  FROM
REGISTRATION UNDER SUCH ACT AND SUCH STATE LAWS AND IS TRANSFERRED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 3.05 OF THE AGREEMENT.

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

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

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



<PAGE>


Certificate No.

Cut-Off Date:
November 1, 2001

Date of Trust Agreement:
November 29, 2001

First Payment Date:                         Percentage Interest: 100%
December 26, 2001

Final Payment Date:
May 25, 2027

                     GMACM HOME LOAN-BACKED CERTIFICATE, SERIES 2001-CL1

        evidencing  a  fractional  undivided  interest  in GMACM Home Loan Trust
2001-CL1 (the  "Issuer"),  the property of which consists  primarily of the Home
Loans.

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

        This certifies that GMAC Mortgage Corporation is the registered owner of
the Certificate  Percentage Interest evidenced by this Certificate (as set forth
on the face hereof) in certain  distributions  with respect to the Trust Estate,
consisting  primarily of the Home Loans,  created by Residential  Asset Mortgage
Products,  Inc.  (the  "Depositor").  The Trust (as defined  herein) was created
pursuant  to a trust  agreement  dated as of  November  29, 2001 (as amended and
supplemented  from time to time,  the  "Agreement"),  between the  Depositor and
Wilmington  Trust  Company,  as owner trustee (the "Owner  Trustee,"  which term
includes any successor entity under the Agreement),  a summary of certain of the
pertinent  provisions of which is set forth  hereafter.  Capitalized  terms used
herein that are not otherwise  defined shall have the meanings  ascribed thereto
in Appendix A to the indenture dated as of November 29, 2001,  between the Trust
and the Indenture  Trustee.  This  Certificate is issued under and is subject to
the terms,  provisions and conditions of the Agreement,  to which  Agreement the
Certificateholder of this Certificate by virtue of the acceptance hereof assents
and by which such Certificateholder is bound.

        Pursuant to the terms of the Agreement,  a distribution  will be made on
the 25th day of each  month  or,  if such 25th day is not a  Business  Day,  the
Business Day immediately following (the "Payment Date"), commencing on the first
Payment Date specified  above,  to the Person in whose name this  Certificate is
registered  at the close of business on the last day (or if such last day is not
a Business  Day, the Business Day  immediately  preceding  such last day) of the
month immediately  preceding the month of such distribution (the "Record Date"),

<PAGE>

in an amount equal to the pro rata portion evidenced by this Certificate  (based
on the  Percentage  Interest  stated on the face hereon) of the amount,  if any,
required to be distributed to Certificateholders of Certificates on such Payment
Date.  Distributions  on  this  Certificate  will be  made  as  provided  in the
Agreement by the  Certificate  Paying Agent by wire  transfer or check mailed to
the  Certificateholder  of  record  in  the  Certificate  Register  without  the
presentation  or  surrender  of this  Certificate  or the making of any notation
hereon.

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

        No transfer  of this  Certificate  will be made unless such  transfer is
exempt from the  registration  requirements  of the  Securities  Act of 1933, as
amended (the  "Securities  Act"), and any applicable state securities laws or is
made in  accordance  the  Securities  Act and such state laws. In the event that
such a transfer is to be made,  (i) the  Certificate  Registrar or the Depositor
may  require  an  opinion of  counsel  acceptable  to and in form and  substance
satisfactory to the  Certificate  Registrar and the Depositor that such transfer
is exempt  (describing the applicable  exemption and the basis therefor) from or
is being made pursuant to the  registration  requirements of the Securities Act,
and of any applicable statute of any state and (ii) the transferee shall execute
an  investment  letter  in the form  described  in the  Agreement  and (iii) the
Certificate  Registrar  shall  require the  transferee  to execute an investment
letter and a  Certificate  of  Non-Foreign  Status in the form  described by the
Agreement (or if a Certificate of Non-Foreign Status is not provided, an Opinion
of  Counsel  as  described  in  the  Agreement),  which  investment  letter  and
certificate or Opinion of Counsel shall not be at the expense of the Trust,  the
Owner Trustee, the Certificate Registrar or the Depositor. The Certificateholder
hereof  desiring  to effect  such  transfer  shall,  and does  hereby  agree to,
indemnify the Trust,  the Owner  Trustee,  the  Depositor,  the Servicer and the
Certificate  Registrar  against any liability that may result if the transfer is
not so exempt or is not made in accordance  with such federal and state laws. In
connection with any such transfer,  the Certificate  Registrar (unless otherwise
directed by the Depositor) will also require either (i) a representation letter,
in the form as described by the Agreement, stating that the transferee is not an
employee   benefit  or  other  plan  subject  to  the   prohibited   transaction
restrictions  or the fiduciary  responsibility  requirements of ERISA or Section
4975 of the Code (a  "Plan"),  any person  acting,  directly or  indirectly,  on
behalf  of any such Plan or any  Person  using the  "plan  assets,"  within  the
meaning of the Department of Labor  Regulations  Section  2510.3-101,  to effect
such acquisition (collectively, a "Plan Investor") or (ii) if such transferee is
a Plan Investor,  an opinion of counsel  acceptable to and in form and substance
satisfactory  to  the  Depositor,  the  Owner  Trustee,  the  Servicer  and  the
Certificate  Registrar,  or a  certification  in the  form of  Exhibit  G to the
Agreement,  to the effect that the  purchase or holding of such  Certificate  is
permissible  under applicable law, will not constitute or result in a prohibited
transaction  under  Section  406 of  ERISA  or  Section  4975  of the  Code  (or
comparable  provisions of any  subsequent  enactments)  and will not subject the
Depositor,  the Owner Trustee, the Servicer or the Certificate  Registrar to any
obligation or liability (including  obligations or liabilities under Section 406
of ERISA or Section  4975 of the Code) in  addition to those  undertaken  in the
Agreement.
<PAGE>

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

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

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

        Each  Certificateholder,  by its acceptance of a Certificate,  covenants
and agrees that such  Certificateholder  will not at any time institute  against
the Depositor, or join in any institution against the Depositor or the Trust of,
any   bankruptcy,   reorganization,   arrangement,   insolvency  or  liquidation
proceedings,  or other  proceedings  under any  United  States  federal or state
bankruptcy or similar law in  connection  with any  obligations  relating to the
Certificates, the Notes, the Agreement or any of the other Basic Documents.

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

        As provided in the Agreement and subject to certain  limitations therein
set forth,  the transfer of this  Certificate is registerable in the Certificate
Register upon surrender of this  Certificate for registration of transfer at the
offices or  agencies of the  Certificate  Registrar  maintained  in the City and
State of New York,  accompanied  by a written  instrument  of  transfer  in form

<PAGE>

satisfactory to the Certificate Registrar duly executed by the Certificateholder
hereof or such  Certificateholder's  attorney duly  authorized  in writing,  and
thereupon one or more new  Certificates of authorized  denominations  evidencing
the  same  Class  and  aggregate  Percentage  Interest  will  be  issued  to the
designated  transferee.  The initial  Certificate  Registrar appointed under the
Agreement is the Owner Trustee.

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

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

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

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

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

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


<PAGE>


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

                                     GMACM HOME 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 Certificates referred to in the within mentioned Agreement.

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



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



or                                         ,
  -----------------------------------------
as Authenticating Agent of the Owner Trustee



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


<PAGE>


                                   ASSIGNMENT

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

                        PLEASE INSERT SOCIAL SECURITY OR
                      OTHER IDENTIFYING NUMBER OF ASSIGNEE





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

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





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





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



Dated:
                             _____________________________________ */
                                       Signature Guaranteed:


                                  ___________________________ */










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


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

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

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

     Applicable statements should be mailed to ___________________________.



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


<PAGE>

                                    EXHIBIT B

                              CERTIFICATE OF TRUST

                                       OF

                                GMACM HOME LOAN TRUST 2001-CL1


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

        1.     The name of the business trust is:

               GMACM HOME LOAN TRUST 2001-CL1

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

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

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

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

                                WILMINGTON TRUST COMPANY,  not in
                                    its  individual  capacity but
                                    solely as owner trustee under
                                    the  trust  agreement  to  be
                                    dated as of November 29, 2001



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


Dated:  November 29, 2001


<PAGE>




                                    EXHIBIT C

                   FORM OF RULE 144A INVESTMENT REPRESENTATION

                   Description of Rule 144A Securities, including numbers:






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

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

        2. The Buyer warrants and  represents to, and covenants  with, the Owner
Trustee and the Depositor, pursuant to Section 3.05 of the trust agreement dated
as of November 29, 2001 (the  "Agreement"),  between  Residential Asset Mortgage
Products, Inc., as depositor (the "Depositor"), and Wilmington Trust Company, as
owner trustee (the "Owner Trustee"), as follows:

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

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

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

               d. Neither the Buyer nor anyone acting on its behalf has offered,
        transferred,  pledged,  sold or  otherwise  disposed  of the  Rule  144A
        Securities,  any  interest  in the Rule  144A  Securities  or any  other
        similar security to, or solicited any offer to buy or accept a transfer,

<PAGE>

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

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

        3.     The Buyer represents that:

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

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

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

               (ii)  the  Buyer is  familiar  with  the  prohibited  transaction
        restrictions and fiduciary  responsibility  requirements of Sections 406
        and 407 of ERISA and Section 4975 of the Code and understands  that each
        of the parties to which this  certification  is made is relying and will
        continue to rely on the statements made in this paragraph 3.

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

        Capitalized  terms used herein that are not otherwise defined shall have
the  meanings  ascribed  thereto  in  Appendix  A to the  indenture  dated as of
November 29, 2001, between the Trust and the Indenture Trustee.


<PAGE>


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


Print Name of Seller                             Print Name of Buyer

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

Taxpayer Identification:                         Taxpayer Identification:

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

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


<PAGE>


                              ANNEX 1 TO EXHIBIT C


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

              For Buyers Other Than Registered Investment Companies

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

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

        2. In connection with purchases by the Buyer,  the Buyer is a "qualified
institutional  buyer" as that term is defined in Rule 144A under the  Securities
Act of 1933  ("Rule  144A")  because (i) the Buyer  owned  and/or  invested on a
discretionary  basis  $ 1 in  securities  (except  for the  excluded  securities
referred  to below) as of the end of the Buyer's  most recent  fiscal year (such
amount  being  calculated  in  accordance  with  Rule  144A)  and (ii) the Buyer
satisfies the criteria in the category marked below.

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

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

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

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


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


<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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


                           Print Name of Buyer



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


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


<PAGE>


                              ANNEX 2 TO EXHIBIT C


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

               For Buyers That Are Registered Investment Companies


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

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

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

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

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

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

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

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

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



                                               Print Name of Buyer



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


                                               IF AN ADVISER:



                                               Print Name of Buyer


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


<PAGE>




                                    EXHIBIT D

                     FORM OF INVESTOR REPRESENTATION LETTER


                      ,


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

Bank  One,  National  Association  1 Bank One  Plaza,  Suite  IL1-0126  Chicago,
Illinois 60670-0126 Attention: ____________________

               Re:    Residential Asset Mortgage Products, Inc.,
                      GMACM Home Loan-Backed Certificates, Series 2001-CL1

Ladies and Gentlemen:

               ___________________  (the  "Purchaser")  intends to purchase from
(the  "Seller") $  Certificate  Percentage  Interest of  Certificates  of Series
2001-CL1 (the  "Certificates"),  issued pursuant to the trust agreement dated as
of November 29, 2001 (the "Trust Agreement"), between Residential Asset Mortgage
Products,  Inc., as depositor (the "Depositor") and Wilmington Trust Company, as
owner trustee (the "Owner  Trustee"),  as  acknowledged  and agreed by Bank One,
National Association,  as Certificate  Registrar.  Capitalized terms used herein
that are not  otherwise  defined  shall have the  meanings  ascribed  thereto in
Appendix A to the indenture dated as of November 29, 2001, between the Trust and
the Indenture Trustee.  The Purchaser hereby certifies,  represents and warrants
to, and covenants with, the Depositor and the Certificate Registrar that:

               1. The Purchaser  understands that (a) the Certificates  have not
        been and will not be registered or qualified under the Securities Act of
        1933,  as amended  (the  "Act"),  or any state  securities  law, (b) the
        Company is not required to so register or qualify the Certificates,  (c)
        the Certificates may be resold only if registered and qualified pursuant
        to the  provisions  of the Act or any  state  securities  law,  or if an
        exemption from such registration and qualification is available, (d) the
        Trust  Agreement  contains  restrictions  regarding  the transfer of the
        Certificates  and  (e)  the  Certificates  will  bear  a  legend  to the
        foregoing effect.

               2.  The  Purchaser  is  acquiring  the  Certificates  for its own
        account  for  investment  only  and not  with a view  to or for  sale in
        connection  with any  distribution  thereof  in any  manner  that  would
        violate the Act or any applicable state securities laws.

               3.   The   Purchaser   is   (a)  a   substantial,   sophisticated
        institutional investor having such knowledge and experience in financial

<PAGE>

        and business  matters,  and, in particular,  in such matters  related to
        securities  similar  to the  Certificates,  such that it is  capable  of
        evaluating the merits and risks of investment in the  Certificates,  (b)
        able to bear  the  economic  risks  of  such  an  investment  and (c) an
        "accredited  investor"  within the  meaning of Rule  501(a)  promulgated
        pursuant to the Act.

               4.  The  Purchaser  has  been  furnished  with,  and  has  had an
        opportunity  to  review a copy of the  Trust  Agreement  and such  other
        information  concerning  the  Certificates,   the  Home  Loans  and  the
        Depositor as has been  requested by the Purchaser  from the Depositor or
        the Seller and is relevant to the  Purchaser's  decision to purchase the
        Certificates.  The  Purchaser  has had any  questions  arising from such
        review  answered by the Depositor or the Seller to the  satisfaction  of
        the Purchaser.

               5. The  Purchaser  has not and will not nor has it  authorized or
        will it authorize any person to (a) offer,  pledge,  sell, dispose of or
        otherwise  transfer any Certificate,  any interest in any Certificate or
        any other similar security to any person in any manner,  (b) solicit any
        offer to buy or to accept a pledge, disposition of other transfer of any
        Certificate,  any  interest  in any  Certificate  or any  other  similar
        security  from any  person in any  manner,  (c)  otherwise  approach  or
        negotiate  with  respect  to  any  Certificate,   any  interest  in  any
        Certificate or any other similar security with any person in any manner,
        (d) make any general  solicitation by means of general advertising or in
        any other  manner or (e) take any other  action,  that (as to any of (a)
        through (d) above) would  constitute a distribution  of any  Certificate
        under the Act, that would render the  disposition  of any  Certificate a
        violation of Section 5 of the Act or any state  securities  law, or that
        would  require  registration  or  qualification  pursuant  thereto.  The
        Purchaser will not sell or otherwise  transfer any of the  Certificates,
        except in compliance with the provisions of the Trust Agreement.

               6.     The Purchaser represents:

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

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

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

<PAGE>

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

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

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

                                               Very truly yours,






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


<PAGE>





                                    EXHIBIT E

                    FORM OF TRANSFEROR REPRESENTATION LETTER




                ,

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

Bank One, National Association
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois 60670-0126

               Re:    Residential Asset Mortgage Products, Inc.
                      GMACM Home Loan-Backed Certificates, Series 2001-CL1

Ladies and Gentlemen:

     ________________    (the    "Purchaser")    intends   to   purchase    from
______________(the  "Seller") a ______%  Percentage  Interest of Certificates of
Series  2001-CL1 (the  "Certificates"),  issued  pursuant to the trust agreement
dated as of November 29, 2001 (the "Trust Agreement"), between Residential Asset
Mortgage Products,  Inc., as depositor (the  "Depositor"),  and Wilmington Trust
Company,  as owner trustee (the "Owner Trustee"),  as acknowledged and agreed by
Bank One, National Association, as Certificate Registrar. Capitalized terms used
herein that are not otherwise  defined shall have the meanings  ascribed thereto
in Appendix A to the indenture dated as of November 29, 2001,  between the Trust
and the Indenture Trustee. The Seller hereby certifies,  represents and warrants
to, and covenants with, the Depositor and the Certificate Registrar that:

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



<PAGE>


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

                                               Very truly yours,



                                               (Seller)



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


<PAGE>





                                    EXHIBIT F

                    FORM OF CERTIFICATE OF NON-FOREIGN STATUS


        This Certificate of Non-Foreign  Status is delivered pursuant to Section
3.05  of  the  trust  agreement  dated  as of  November  29,  2001  (the  "Trust
Agreement"),  between  Residential Asset Mortgage  Products,  Inc., as depositor
(the "Depositor"), and Wilmington Trust Company, as owner trustee, in connection
with the acquisition of, transfer to or possession by the  undersigned,  whether
as  beneficial  owner  (the  "Beneficial  Owner"),  or  nominee on behalf of the
Beneficial  Owner of GMACM Home Loan-Backed  Certificates,  Series 2001-CL1 (the
"Certificates").  Capitalized  terms used herein that are not otherwise  defined
shall have the meanings ascribed thereto in Appendix A to the indenture dated as
of November 29, 2001, between the Trust and the Indenture Trustee.

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

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

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

Part I -              Complete Either A or B

               A.     Individual as Beneficial Owner

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

                    2.   My (the Beneficial  Owner's) name and home address are:
                         __________________________________ ; and

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

               B.     Corporate, Partnership or Other Entity as Beneficial Owner

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

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

                    3.   The  Beneficial  Owner's U.S.  employer  identification
                         number is __________________________.
<PAGE>

Part II -      Nominees

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

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

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

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

Part III -     Declaration

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

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


                    Name



            Title (if applicable)



             Signature and Date



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



<PAGE>





                                    EXHIBIT G

                       FORM OF ERISA REPRESENTATION LETTER




                          ,

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

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

GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania 19044

Bank One, National Association
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois 60670-0126

               Re:    Residential Asset Mortgage Products, Inc.
                      GMACM Home Loan-Backed Certificates, Series 2001-CL1

Dear Sirs:

     ______________________   (the   "Transferee")   intends  to  acquire   from
__________________  (the "Transferor") a ____% Percentage Interest of GMACM Home
Loan-Backed Certificates, Series 2001-CL1 (the "Certificates"),  issued pursuant
to a trust agreement dated as of November 29, 2001,  between  Residential  Asset
Mortgage Products,  Inc., as depositor (the  "Depositor"),  and Wilmington Trust
Company,  as owner trustee (the "Owner Trustee").  Capitalized terms used herein
that are not  otherwise  defined  shall have the  meanings  ascribed  thereto in
Appendix A to the indenture dated as of November 29, 2001, between the Trust and
the Indenture Trustee.

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

               1. The  Certificates  (i) are not being acquired by, and will not
        be  transferred  to, any  employee  benefit  plan  within the meaning of
        Section 3(3) of the Employee  Retirement Income Security Act of 1974, as
        amended ("ERISA") or other retirement arrangement,  including individual
        retirement  accounts  and  annuities,  Keogh  plans and bank  collective
        investment funds and insurance  company general or separate  accounts in

<PAGE>

        which such plans, accounts or arrangements are invested, that is subject
        to Section 406 of ERISA or Section 4975 of the Internal  Revenue Code of
        1986, as amended (the "Code") (any of the foregoing, a "Plan"), (ii) are
        not being  acquired  with "plan  assets" of a Plan within the meaning of
        the  Department of Labor ("DOL")  Regulations  Section  2510.3-101,  and
        (iii)  will  not be  transferred  to any  entity  that is  deemed  to be
        investing  in plan  assets  within the  meaning  of the DOL  Regulations
        Section 2510.3-101.

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

                                 Very truly yours,






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


<PAGE>


                                    EXHIBIT H

                          FORM OF REPRESENTATION LETTER




                          ,

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

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

GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania 19044

Bank One, National Association
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois 60670-0126

               Re:    Residential Asset Mortgage Products, Inc.
                      GMACM Home Loan-Backed Certificates, Series 2001-CL1

Dear Sirs:

     __________________    (the   "Transferee")    intends   to   acquire   from
_________________ (the "Transferor") a _____ % Percentage Interest of GMACM Home
Loan-Backed Certificates, Series 2001-CL1 (the "Certificates"),  issued pursuant
to a trust  agreement  dated as of November  29,  2001 (the "Trust  Agreement"),
Residential Asset Mortgage Products,  Inc., as depositor (the "Depositor"),  and
Wilmington Trust Company,  as owner trustee (the "Owner  Trustee").  Capitalized
terms  used  herein  that are not  otherwise  defined  shall  have the  meanings
ascribed  thereto in Appendix A to the indenture  dated as of November 29, 2001,
between the Trust and the Indenture Trustee.

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

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

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

                                               Very truly yours,






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






<PAGE>