EXHIBIT 4.1


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                            GMAC MORTGAGE CORPORATION
                                  as Servicer,

                     GMACM HOME EQUITY LOAN TRUST 2003-HE1,
                                    as Issuer

                                       and

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



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

                               SERVICING AGREEMENT

                           Dated as of March 26, 2003
                            -------------------------



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<TABLE>
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                               TABLE OF CONTENTS                                         PAGE

ARTICLE I         Definitions...............................................................2

<S>             <C>                                                                        <C>
        Section 1.01     Definitions........................................................2

        Section 1.02     Other Definitional Provisions......................................2

        Section 1.03     Interest Calculations..............................................2

ARTICLE II        Representations and Warranties............................................3

        Section 2.01     Representations and Warranties Regarding the Servicer..............3

        Section 2.02     Representations and Warranties of the Issuer.......................4

        Section 2.03     Enforcement of Representations and Warranties......................4

ARTICLE III       Administration and Servicing of Mortgage Loans............................5

        Section 3.01     The Servicer.......................................................5

        Section 3.02     Collection of Certain Mortgage Loan Payments.......................8

        Section 3.03     Withdrawals from the Custodial Account............................11

        Section 3.04     Maintenance of Hazard Insurance; Property Protection Expenses.....13

        Section 3.05     Modification Agreements...........................................14

        Section 3.06     Trust Estate; Related Documents...................................14

        Section 3.07     Realization Upon Defaulted Mortgage Loans.........................15

        Section 3.08     Issuer and Indenture Trustee to Cooperate.........................16

        Section 3.09     Servicing Compensation; Payment of Certain Expenses by
                         Servicer..........................................................17

        Section 3.10     Annual Statement as to Compliance.................................18

        Section 3.11     Annual Servicing Report...........................................18

        Section 3.12     Access to Certain Documentation and Information Regarding
                         the Mortgage Loans................................................18

        Section 3.13     Maintenance of Certain Servicing Insurance Policies...............19

        Section 3.14     Information Required by the Internal Revenue Service and
                         Reports of Foreclosures and Abandonments of Mortgaged
                         Property..........................................................19

        Section 3.15     Optional Repurchase or Transfer of Mortgage Loans.................19

        Section 3.16     Reserved..........................................................21

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        Section 3.17     Pre-Funding Account...............................................21

        Section 3.18     Funding Account...................................................22

        Section 3.19     Capitalized Interest Account......................................24

        Section 3.20     Reserve Sub-Account...............................................25

        Section 3.21     Enforcement of Due-on-Sale Clauses; Assumption and
                         Modification Agreements; Certain Assignments......................25

ARTICLE IV        Servicing Certificate....................................................26

        Section 4.01     Statements to Securityholders.....................................26

        Section 4.02     Tax Returns and 1934 Act Reports..................................27

ARTICLE V         Note Payment Account.....................................................29

        Section 5.01     Note Payment Account..............................................29

ARTICLE VI        The Servicer.............................................................30

        Section 6.01     Liability of the Servicer.........................................30

        Section 6.02     Merger or Consolidation of, or Assumption of the Obligations
                         of, the Servicer..................................................30

        Section 6.03     Limitation on Liability of the Servicer and Others................31

        Section 6.04     Servicer Not to Resign............................................31

        Section 6.05     Delegation of Duties..............................................32

        Section 6.06     Payment of Indenture Trustee's and Owner Trustee's Fees and
                         Expenses; Indemnification.........................................32

ARTICLE VII       Default..................................................................33

        Section 7.01     Servicing Default.................................................33

        Section 7.02     Indenture Trustee to Act; Appointment of Successor................35

        Section 7.03     Notification to Securityholders...................................37

ARTICLE VIII      Miscellaneous Provisions.................................................37

        Section 8.01     Amendment.........................................................37

        Section 8.02     GOVERNING LAW.....................................................37

        Section 8.03     Notices...........................................................37

        Section 8.04     Severability of Provisions........................................38

        Section 8.05     Third-Party Beneficiaries.........................................38

        Section 8.06     Counterparts......................................................38

        Section 8.07     Effect of Headings and Table of Contents..........................38

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        Section 8.08     Termination Upon Purchase by the Servicer or Liquidation of
                         All Mortgage Loans; Partial Redemption............................38

        Section 8.09     Certain Matters Affecting the Indenture Trustee...................39

        Section 8.10     Owner Trustee Not Liable for Related Documents....................39
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EXHIBIT A - MORTGAGE LOAN SCHEDULE          A-1

EXHIBIT B - LIMITED POWER OF ATTORNEY       B-1

EXHIBIT C - FORM OF REQUEST FOR RELEASE     C-1


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        This Servicing Agreement,  dated as of March 26, 2003 (the "Agreement"),
is among GMAC Mortgage Corporation, as servicer (the "Servicer"), the GMACM Home
Equity  Loan Trust  2003-HE1,  as issuer  (the  "Issuer"),  and Wells Fargo Bank
Minnesota, N.A., as indenture trustee (the "Indenture Trustee").

                                   WITNESSETH:

        WHEREAS,  pursuant to the terms of the  Purchase  Agreement  (as defined
herein), GMAC Mortgage Corporation, as seller (in such capacity, "GMACM") and as
servicer,  Walnut Grove Mortgage Loan Trust 2001-A,  as seller ("WG Trust 2001")
and Walnut Grove  Mortgage  Loan Trust  2003-A,  as seller ("WG Trust 2003" and,
with GMACM and WG Trust 2001, each a "Seller" and together, the "Sellers"), will
sell to Residential Asset Mortgage  Products,  Inc.  ("RAMP"),  as purchaser (in
such capacity, the "Purchaser"), the Initial Mortgage Loans on the Closing Date,
and may sell Subsequent Mortgage Loans on one or more Subsequent Transfer Dates,
together  with the  Related  Documents  on the Closing  Date and any  Subsequent
Transfer Date, and  thereafter all Additional  Balances  created on or after the
Cut-Off Date and any such Subsequent Transfer Date;

        WHEREAS,  RAMP, as depositor (in such capacity,  the "Depositor"),  will
sell the Initial  Mortgage Loans and assign all of its rights under the Purchase
Agreement  to the Issuer,  together  with the Related  Documents  on the Closing
Date,  and thereafter all Additional  Balances  relating  thereto  created on or
after the Cut-Off Date;

        WHEREAS,  pursuant to the terms of the Trust Agreement,  the Issuer will
issue the Certificates;

        WHEREAS,  pursuant to the terms of the Indenture,  the Issuer will issue
the Notes; and

        WHEREAS,  pursuant to the terms of this  Agreement,  the  Servicer  will
service the Mortgage Loans directly or through one or more Subservicers.

        NOW,  THEREFORE,   in  consideration  of  the  mutual  covenants  herein
contained, the parties hereto agree as follows:

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                                   ARTICLE I

                                   Definitions

Section  1.01  Definitions.  For all  purposes  of  this  Agreement,  except  as
otherwise  expressly  provided herein or unless the context otherwise  requires,
capitalized  terms not otherwise defined herein shall have the meanings assigned
to such terms in the Definitions  contained in Appendix A to the indenture dated
as of March 26, 2003 (the  "Indenture"),  between  the Issuer and the  Indenture
Trustee,  which is incorporated by reference herein. All other capitalized terms
used herein shall have the meanings specified herein.

Section 1.02   Other Definitional Provisions.

          (a)  All  terms  defined  in this  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  Agreement  and in any  certificate  or  other
               document made or delivered pursuant hereto or thereto, accounting
               terms not defined in this Agreement or in any such certificate or
               other  document,  and  accounting  terms  partly  defined in this
               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 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
               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 Agreement  shall refer to this Agreement
               as a whole and not to any particular provision of this Agreement;
               Section and Exhibit  references  contained in this  Agreement are
               references  to  Sections  and  Exhibits  in or to this  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.

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

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Section 1.03 Interest Calculations.  All calculations of interest hereunder that
are made in respect of the Principal Balance of a Mortgage Loan shall be made on
a daily basis using a 365-day year.  All  calculations  of interest on the Notes
shall be made on the basis of the actual  number of days in an  Interest  Period
and a year assumed to consist of 360-days.  The calculation of the Servicing Fee
shall be made on the basis of a 360-day year consisting of twelve 30-day months.
All dollar amounts  calculated  hereunder  shall be rounded to the nearest penny
with one-half of one penny being rounded up.

                                   ARTICLE II

                         Representations and Warranties

Section 2.01 Representations and Warranties Regarding the Servicer. The Servicer
represents  and  warrants  to the  Issuer and for the  benefit of the  Indenture
Trustee, as pledgee of the Mortgage Loans, as of the Closing Date:

          (a)  the Servicer is a corporation  duly organized,  validly  existing
               and in  good  standing  under  the  laws of the  Commonwealth  of
               Pennsylvania and has the corporate power to own its assets and to
               transact  the  business  in which it is  currently  engaged.  The
               Servicer  is  duly   qualified   to  do  business  as  a  foreign
               corporation and is in good standing in each jurisdiction in which
               the  character of the  business  transacted  by it or  properties
               owned or leased by it requires  such  qualification  and in which
               the failure to so qualify  would have a material  adverse  effect
               (not  in the  ordinary  course  of  business)  on  the  business,
               properties,  assets,  or  condition  (financial  or other) of the
               Servicer;

          (b)  the  Servicer  has the  power  and  authority  to make,  execute,
               deliver and perform this  Agreement  and all of the  transactions
               contemplated  under this  Agreement,  and has taken all necessary
               corporate  action  to  authorize  the  execution,   delivery  and
               performance of this Agreement.  When executed and delivered, this
               Servicing  Agreement will constitute the legal, valid and binding
               obligation of the Servicer  enforceable  in  accordance  with its
               terms,  except as  enforcement  of such  terms may be  limited by
               bankruptcy,  insolvency or similar laws affecting the enforcement
               of  creditors'  rights  generally  and  by  the  availability  of
               equitable remedies;

(c)            the  Servicer is not  required to obtain the consent of any other
               Person or any consent,  license,  approval or authorization from,
               or registration or declaration with, any governmental  authority,
               bureau or  agency in  connection  with the  execution,  delivery,
               performance, validity or enforceability of this Agreement, except
               for  such  consent,  license,   approval  or  authorization,   or
               registration  or  declaration,  as shall  have been  obtained  or
               filed, as the case may be;

(d)            the execution and delivery of this Agreement and the  performance
               of the transactions  contemplated hereby by the Servicer will not
               violate any material  provision of any existing law or regulation
               or any order or decree of any court applicable to the Servicer or
               any provision of the Articles of  Incorporation  or Bylaws of the
               Servicer,  or  constitute  a  material  breach  of  any  material
               mortgage,  indenture,  contract or other  agreement  to which the
               Servicer is a party or by which the Servicer may be bound;

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(e)            no  litigation  or  administrative  proceeding  of or before  any
               court,  tribunal or governmental body is currently pending, or to
               the knowledge of the Servicer threatened, against the Servicer or
               any of its  properties  or with respect to this  Agreement or the
               Securities  which in the opinion of the Servicer has a reasonable
               likelihood  of  resulting  in a  material  adverse  effect on the
               transactions contemplated by this Agreement;

(f)            the  Servicer  is a  member  of MERS in good  standing,  and will
               comply in all material  respects with the rules and procedures of
               MERS in connection  with the servicing of the Mortgage Loans that
               are registered with MERS; and

(g)            the  servicing  of the  Mortgage  Loans  has at  all  times  been
               conducted in material  compliance  with all  applicable  federal,
               state and local laws, rules and regulations and there has been no
               material violation of any such laws, rules or regulations arising
               out of the servicing of the Mortgage Loans.

        The  foregoing   representations   and  warranties   shall  survive  any
termination of the Servicer hereunder.

Section 2.02  Representations  and  Warranties of the Issuer.  The Issuer hereby
represents  and warrants to the  Servicer  and for the benefit of the  Indenture
Trustee, as pledgee of the Mortgage Loans, as of the Closing Date:

(a)            the Issuer is a statutory  trust duly formed and in good standing
               under  the laws of the  State  of  Delaware  and has full  power,
               authority  and legal right to execute and deliver this  Agreement
               and to perform  its  obligations  under this  Agreement,  and has
               taken all necessary  action to authorize the execution,  delivery
               and performance by it of this Agreement; and

          (b)  the  execution  and delivery by the Issuer of this  Agreement and
               the  performance  by the  Issuer of its  obligations  under  this
               Agreement will not violate any provision of any law or regulation
               governing  the Issuer or any order,  writ,  judgment or decree of
               any  court,   arbitrator  or  governmental  authority  or  agency
               applicable  to the Issuer or any of its assets.  Such  execution,
               delivery,  authentication  and  performance  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
               regulating the activities of limited  liability  companies.  Such
               execution,  delivery,  authentication  and  performance  will not
               conflict  with,  or  result  in a breach  or  violation  of,  any
               mortgage,  deed of trust,  lease or other agreement or instrument
               to which the Issuer is bound.

Section 2.03 Enforcement of  Representations  and Warranties.  The Servicer,  on
behalf of and subject to the direction of the Indenture  Trustee,  as pledgee of
the  Mortgage  Loans,  or the  Issuer,  shall  enforce the  representations  and
warranties of the Sellers pursuant to the Purchase Agreement. Upon the discovery


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by the  Sellers,  the  Depositor,  the  Servicer,  the  Indenture  Trustee,  the
Enhancer, the Issuer, or the Custodian of a breach of any of the representations
and  warranties  made by a Seller in the Purchase  Agreement,  in respect of any
Mortgage  Loan which  materially  and  adversely  affects the  interests  of the
Securityholders  or the Enhancer,  the party  discovering such breach shall give
prompt  written  notice to the other parties (the  Custodian  being so obligated
under the Custodial  Agreement).  The Servicer shall promptly notify such Seller
of  such  breach  and  request  that,  pursuant  to the  terms  of the  Purchase
Agreement,  the Seller  either  (i) cure such  breach in all  material  respects
within 90 days from the date the  Seller  was  notified  of such  breach or (ii)
purchase  such  Mortgage Loan from the Issuer at the price and in the manner set
forth in Section  3.1(d) of the Purchase  Agreement;  provided,  that the Seller
shall,  subject to the conditions set forth in the Purchase Agreement,  have the
option to  substitute  an Eligible  Substitute  Loan or Loans for such  Mortgage
Loan.  In the event that the Seller  elects to  substitute  one or more Eligible
Substitute  Loans  pursuant to Section  3.1(e) of the  Purchase  Agreement,  the
Seller shall deliver to the Custodian or the  Servicer,  in accordance  with the
Purchase Agreement, with respect to such Eligible Substitute Loans, the original
Loan  Agreement,  the Mortgage,  and such other  documents and agreements as are
required  by the  Purchase  Agreement.  Payments  due with  respect to  Eligible
Substitute  Loans in the month of  substitution  shall not be transferred to the
Issuer and will be retained by the Servicer and remitted by the Servicer to such
Seller on the next  succeeding  Payment Date except to the extent that a payment
less than the applicable Minimum Monthly Payment has been received by the Issuer
for such month in respect of the Mortgage Loan to be removed. The Servicer shall
amend or cause to be amended the Mortgage  Loan  Schedule to reflect the removal
of such Mortgage Loan and the substitution of the Eligible  Substitute Loans and
the Servicer  shall promptly  deliver the amended  Mortgage Loan Schedule to the
Owner Trustee and Indenture Trustee.

        It is understood  and agreed that the  obligation of the Sellers to cure
such breach or purchase or substitute  for such Mortgage Loan as to which such a
breach  has  occurred  and  is  continuing  shall  constitute  the  sole  remedy
respecting  such breach  available to the Issuer and the Indenture  Trustee,  as
pledgee of the  Mortgage  Loans,  against any  Seller.  In  connection  with the
purchase of or  substitution  for any such  Mortgage  Loan by such  Seller,  the
Issuer  shall  assign to such  Seller all of its right,  title and  interest  in
respect of the Purchase Agreement applicable to such Mortgage Loan. Upon receipt
of the Repurchase Price, or upon completion of such  substitution,  the Servicer
shall notify the Custodian,  and the Custodian shall deliver the Loan Agreements
to the  Servicer,  together  with  all  relevant  endorsements  and  assignments
prepared by the Servicer that the Indenture Trustee shall execute.

                                  ARTICLE III

                 Administration and Servicing of Mortgage Loans

Section 3.01   The Servicer.

          (a)  The Servicer shall service and administer the Mortgage Loans in a
               manner  generally  consistent with the terms of the Program Guide
               and in a manner  consistent  with the terms of this Agreement and
               that shall be normal and usual in its general mortgage  servicing
               activities  and  consistent  with the manner in which it services
               all  other  Mortgage  Loans  in  its  servicing   portfolio  with
               characteristics  similar  to those  of the  Mortgage  Loans.  The
               Servicer  shall have full power and  authority,  acting  alone or
               through a  Subservicer,  to do any and all  things in  connection


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               with  such  servicing  and  administration   which  it  may  deem
               necessary or desirable,  it being understood,  however,  that the
               Servicer shall at all times remain  responsible to the Issuer and
               the Indenture Trustee,  as pledgee of the Mortgage Loans, for the
               performance of its duties and obligations hereunder in accordance
               with the terms hereof and the Program Guide. Without limiting the
               generality of the foregoing,  the Servicer shall continue, and is
               hereby  authorized  and empowered by the Issuer and the Indenture
               Trustee,  as  pledgee  of the  Mortgage  Loans,  to  execute  and
               deliver,  on behalf of itself,  the Issuer, the Indenture Trustee
               or any of  them,  any  and all  instruments  of  satisfaction  or
               cancellation,  or of partial or full release or discharge and all
               other  comparable  instruments with respect to the Mortgage Loans
               and the Mortgaged  Properties.  The Issuer, the Indenture Trustee
               and the Custodian, as applicable, shall furnish the Servicer with
               any  powers  of  attorney  and  other   documents   necessary  or
               appropriate to enable the Servicer to carry out its servicing and
               administrative duties hereunder.  In addition,  the Servicer may,
               at its own  discretion  and on behalf of the  Indenture  Trustee,
               obtain credit  information in the form of a "credit score" from a
               credit  repository.  On the Closing Date,  the Indenture  Trustee
               shall  deliver  to the  Servicer  a  limited  power  of  attorney
               substantially  in the form of Exhibit B hereto.  The  Servicer is
               further  authorized and empowered by the Issuer and the Indenture
               Trustee,  on behalf of the Noteholders and the Indenture Trustee,
               in its own  name  or in the  name of the  Subservicer,  when  the
               Servicer  or the  Subservicer,  as the case may be,  believes  it
               appropriate in its best judgment to register any Mortgage Loan on
               the MERS(R)System,  or cause the removal from the registration of
               any Mortgage Loan on the  MERS(R)System,  to execute and deliver,
               on behalf of the Indenture  Trustee and the Noteholders or any of
               them, any and all instruments of assignment and other  comparable
               instruments  with respect to such assignment or re-recording of a
               Mortgage in the name of MERS, solely as nominee for the Indenture
               Trustee and its  successors  and assigns.  The Indenture  Trustee
               shall have no ongoing  responsibility  to check the status of the
               Mortgage  Loans on the  MERS(R)System.  Any expenses  incurred in
               connection with the actions  described in the preceding  sentence
               shall be borne by the Servicer, with no right of reimbursement.

        If the Mortgage did not have a Lien senior to the related  Mortgage Loan
on the  related  Mortgaged  Property as of the related  Cut-Off  Date,  then the
Servicer,  in such capacity,  may not consent to the placing of a Lien senior to
that of the Mortgage on the related  Mortgaged  Property.  If the Mortgage had a
Lien senior to the related Mortgage Loan on the related Mortgaged Property as of
the related  Cut-Off Date, then the Servicer,  in such capacity,  may consent to
the refinancing of such prior senior Lien; provided, that (i) the resulting CLTV
of such  Mortgage  Loan is no higher  than the greater of the CLTV prior to such
refinancing or a 70% CLTV (or a 80% CLTV for those borrowers with a FICO "credit
score" of 720 or greater) and (ii) the interest rate for the loan evidencing the
refinanced  senior  Lien  is no  higher  than  the  interest  rate  on the  loan
evidencing  the  existing  senior  Lien  immediately  prior  to the date of such
refinancing  (meaning,  in the case of an adjustable  rate loan, a substantially


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similar  index and a gross  margin no higher  than that of the  existing  senior
Lien);  provided,  however, that if the loan evidencing the existing senior Lien
prior  to the  date of  refinancing  is an  adjustable  rate  loan  and the loan
evidencing  the refinanced  senior Lien is a fixed rate loan,  then the interest
rate on the loan evidencing the refinanced  senior Lien may be up to 2.0% higher
than the  then-current  mortgage rate of the loan evidencing the existing senior
Lien and (iii) the loan evidencing the refinanced  senior Lien is not subject to
negative amortization.

        In connection with servicing the Mortgage  Loans,  the Servicer may take
reasonable  actions to encourage or effect the  termination  of Loan  Agreements
that have become dormant.

        The  relationship  of the Servicer (and of any successor to the Servicer
as servicer under this Agreement) to the Issuer under this Agreement is intended
by the parties to be that of an  independent  contractor and not that of a joint
venturer, partner or agent.

          (b)  The  Servicer  may  enter  into   Subservicing   Agreements  with
               Subservicers for the servicing and  administration  of certain of
               the Mortgage  Loans.  The Servicer  shall  provide  notice to the
               Indenture  Trustee upon entering into a  Subservicing  Agreement.
               References  in this  Agreement to actions taken or to be taken by
               the Servicer in  servicing  the Mortgage  Loans  include  actions
               taken or to be taken by a  Subservicer  on behalf of the Servicer
               and any amount actually  received by such  Subservicer in respect
               of a Mortgage  Loan shall be deemed to have been  received by the
               Servicer whether or not actually  received by the Servicer.  Each
               Subservicing  Agreement will be upon such terms and conditions as
               are not inconsistent  with this Agreement and as the Servicer and
               the Subservicer have agreed. With the approval of the Servicer, a
               Subservicer may delegate its servicing obligations to third-party
               servicers,  but such Subservicers will remain obligated under the
               related Subservicing Agreements. The Servicer and the Subservicer
               may enter into amendments to the related Subservicing Agreements;
               provided,  however,  that any such amendments shall not cause the
               Mortgage  Loans  to  be  serviced  in  a  manner  that  would  be
               materially  inconsistent  with the  standards  set  forth in this
               Agreement.  The  Servicer  shall be  entitled  to  terminate  any
               Subservicing   Agreement  in   accordance   with  the  terms  and
               conditions  thereof and without any  limitation by virtue of this
               Agreement; provided, however, that in the event of termination of
               any  Subservicing  Agreement by the Servicer or the  Subservicer,
               the Servicer shall either act as servicer of the related Mortgage
               Loan or enter  into a  Subservicing  Agreement  with a  successor
               Subservicer  which  will be  bound by the  terms  of the  related
               Subservicing  Agreement.  The Servicer shall be entitled to enter
               into any agreement with a Subservicer for  indemnification of the
               Servicer and nothing  contained in this Agreement shall be deemed
               to limit or modify such indemnification.

        In the event that the rights, duties and obligations of the Servicer are
terminated hereunder,  any successor to the Servicer in its sole discretion may,
to the extent permitted by applicable law,  terminate the existing  Subservicing
Agreement with any  Subservicer  in accordance  with the terms of the applicable
Subservicing   Agreement  or  assume  the  terminated   Servicer's   rights  and
obligations under such subservicing arrangements which termination or assumption
will not violate the terms of such arrangements.

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        As part of its servicing  activities  hereunder,  the Servicer,  for the
benefit of the Indenture Trustee,  the Enhancer and the  Securityholders,  shall
use reasonable  efforts to enforce the obligations of each Subservicer under the
related  Subservicing  Agreement,  to the extent that the non-performance of any
such  obligation  would have a material  adverse effect on a Mortgage Loan. Such
enforcement,  including,  without  limitation,  the legal prosecution of claims,
termination  of  Subservicing  Agreements  and the pursuit of other  appropriate
remedies,  shall be in such form and  carried  out to such an extent and at such
time as the Servicer, in its good faith business judgment, would require were it
the owner of the related  Mortgage  Loans.  The Servicer  shall pay the costs of
such enforcement at its own expense,  and shall be reimbursed  therefor only (i)
from a general recovery  resulting from such enforcement to the extent,  if any,
that such  recovery  exceeds all amounts due in respect of the related  Mortgage
Loan or (ii) from a specific  recovery  of costs,  expenses  or  attorneys  fees
against the party against whom such enforcement is directed.

        (c) All other documents  contained in the Mortgage File and any original
documents  relating to the Mortgage  Loans not contained in the Mortgage File or
delivered to the  Custodian,  if any, or the Indenture  Trustee are and shall be
held by the  Servicer in trust as agent for the  Indenture  Trustee on behalf of
the Noteholders.

Section 3.02   Collection of Certain Mortgage Loan Payments.

          (a)  The  Servicer  shall  make  reasonable  efforts  to  collect  all
               payments  called  for  under  the  terms  and  provisions  of the
               Mortgage Loans, and shall, to the extent such procedures shall be
               consistent with this Agreement and generally  consistent with the
               Program  Guide,  follow such  collection  procedures  as shall be
               normal and usual in its general mortgage servicing activities and
               consistent with the procedures the Servicer  employs in servicing
               all  other  Mortgage  Loans  in  the  servicing   portfolio  with
               characteristics   similar  to  those  of  the   Mortgage   Loans.
               Consistent   with  the  foregoing,   and  without   limiting  the
               generality of the  foregoing,  the Servicer may in its discretion
               (i) waive any late payment charge, penalty interest or other fees
               which may be  collected  in the  ordinary  course of  servicing a
               Mortgage  Loan and (ii)  arrange  with a Mortgagor a schedule for
               the payment of principal  and interest due and unpaid;  provided,
               that such arrangement is consistent with the Servicer's  policies
               with respect to home equity mortgage loans; and provided further,
               that notwithstanding  such arrangement,  such Mortgage Loans will
               be  included in the  information  regarding  delinquent  Mortgage
               Loans set forth in the  Servicing  Certificate.  The Servicer may
               also extend the Due Date for  payment  due on a Mortgage  Loan in
               accordance with the Program Guide;  provided,  however,  that the
               Servicer shall first  determine that any such waiver or extension
               will not impair the coverage of any related  insurance  policy or
               materially  adversely  affect the Lien of the related Mortgage or
               the interests of the  Securityholders  or the  Enhancer,  and the
               Servicer  shall not grant any such waiver or extension that would
               have  any  such  effect.   Consistent  with  the  terms  of  this
               Agreement, the Servicer may also:

               (i)  waive,  modify  or  vary  any  term  of  any  Mortgage  Loan
(including reduce the Credit Limit);

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<PAGE>

               (ii) consent to the  postponement  of strict  compliance with any
such term or in any manner grant indulgence to any Mortgagor;

               (iii)  arrange  with a  Mortgagor  a schedule  for the payment of
principal and interest due and unpaid;

               (iv) forgive any portion of the amounts  contractually owed under
the Mortgage Loan;

               (v)  capitalize  past due amounts owed under the Mortgage Loan by
adding  any  amounts  in  arrearage  to the  existing  principal  balance of the
Mortgage  Loan (a  "Capitalization  Workout")  which will result in an increased
monthly  payment  amount,  provided  that:  (A) the amount added to the existing
principal  balance of the Mortgage Loan (the  "Capitalized  Amount") shall be no
greater than five times the Mortgagor's  current Minimum Monthly Payment amount;
and (B) the Servicer  shall not enter into a  Capitalization  Workout unless the
CLTV of the Mortgage Loan prior to the Capitalization  Workout equals or exceeds
80% and the Mortgagor has  qualified  for the  Capitalization  Workout under the
Servicer's servicing guidelines; or

               (vi) reset the  maturity  date for the Mortgage  Loan,  but in no
event  shall such  reset date  extend  beyond the end of the  Collection  Period
preceding the Final Payment Date;

               or  any  combination  of  the  foregoing,  if in  the  Servicer's
determination  such waiver,  modification,  postponement  or  indulgence  is not
materially  adverse to the  interests of the  Securityholders  or the  Enhancer;
provided, however, that the Servicer may not modify or permit any Subservicer to
modify any Mortgage Loan (including  without  limitation any  modification  that
would  change the Loan Rate,  forgive the payment of any  principal  or interest
(unless in connection  with the  liquidation  of the related  Mortgage  Loan) or
extend the final  maturity date of such Mortgage Loan) unless such Mortgage Loan
is in default or, in the judgment of the  Servicer,  such default is  reasonably
foreseeable.  The  general  terms  of  any  waiver,  modification,  forgiveness,
postponement  or  indulgence  with respect to any of the Mortgage  Loans will be
included  in the  Servicing  Certificate,  and such  Mortgage  Loans will not be
considered  "delinquent"  for the purposes of the Basic Documents so long as the
Mortgagor  complies  with the terms of such waiver,  modification,  forgiveness,
postponement or indulgence.

(b)                   The Servicer shall  establish a Custodial  Account,  which
                      shall be an Eligible  Account,  titled  "GMACM Home Equity
                      Loan Trust Series  2003-HE1," in which the Servicer  shall
                      deposit or cause to be deposited any amounts  representing
                      payments  and   collections  in  respect  of  the  Initial
                      Mortgage  Loans  received  by it  subsequent  to or on the
                      Cut-Off Date or, with respect to the  Subsequent  Mortgage
                      Loans, the Subsequent  Cut-Off Date (other than in respect
                      of the payments  referred to in the following  paragraph),
                      within two Business  Days  following  receipt  thereof (or
                      otherwise on or prior to the Closing Date),  including the
                      following payments and collections  received or made by it
                      (without duplication):

(i)                   all  payments of  principal of or interest on the Mortgage
                      Loans  received or advanced  by the  Servicer,  net of any
                      portion  of  the   interest   thereof   retained   by  any
                      Subservicer as subservicing fees;

                                       9
<PAGE>

(ii)                  the  aggregate  Repurchase  Price  of the  Mortgage  Loans
                      purchased by the Servicer pursuant to Section 3.15;

(iii)                 Net Liquidation  Proceeds,  net of any related Foreclosure
                      Profit and all Subsequent Net Recovery Amounts;

(iv)                  all proceeds of any Mortgage Loans repurchased by a Seller
                      pursuant to the Purchase  Agreement,  and all Substitution
                      Adjustment  Amounts required to be deposited in connection
                      with  the  substitution  of an  Eligible  Substitute  Loan
                      pursuant to the Purchase Agreement;

(v)                   Insurance Proceeds,  other than Net Liquidation  Proceeds,
                      resulting  from  any  insurance  policy  maintained  on  a
                      Mortgaged Property; and

(vi)                  amounts  required to be paid by the  Servicer  pursuant to
                      Section 8.08;

provided,  however,  that with respect to each Collection  Period,  the Servicer
shall be  permitted  to retain  from  payments  in  respect of  interest  on the
Mortgage  Loans,  the Servicing Fee for such  Collection  Period.  The foregoing
requirements  respecting  deposits to the Custodial  Account are  exclusive,  it
being  understood that,  without  limiting the generality of the foregoing,  the
Servicer  need  not  deposit  in  the  Custodial  Account  amounts  representing
Foreclosure  Profits,  fees  (including  annual fees) or late charge  penalties,
payable by  Mortgagors  (such  amounts to be  retained as  additional  servicing
compensation in accordance with Section 3.09 hereof), or amounts received by the
Servicer for the accounts of Mortgagors for  application  towards the payment of
taxes,  insurance  premiums,  assessments  and similar  items.  In the event any
amount not required to be deposited in the  Custodial  Account is so  deposited,
the Servicer may at any time withdraw  such amount from the  Custodial  Account,
any provision herein to the contrary notwithstanding.  The Servicer shall retain
all Foreclosure Profits as additional servicing compensation.

        The  Servicer,  in its sole  discretion,  may deposit into the Custodial
Account  amounts  representing  installments  of  principal  of or  interest  on
Mortgage  Loans that were  delinquent  as of the end of any  Collection  Period,
provided  that the  Servicer  reasonably  believes  that  such  amounts  will be
recoverable from Collections on the related Mortgage Loan. If the Servicer makes
any such advances of delinquent principal and/or interest, the Servicer shall be
entitled to reimburse  itself by  withdrawing  from the  Custodial  Account,  as
provided herein, any amounts so advanced. The Servicer may cause the institution
maintaining the Custodial  Account to invest any funds in the Custodial  Account
in Permitted  Investments  (including  obligations of the Servicer or any of its
Affiliates,  if such obligations  otherwise  qualify as Permitted  Investments),
which  investments  shall mature not later than the Business Day  preceding  the
next  succeeding  Payment  Date,  and  which  investments  shall  not be sold or
disposed of prior to maturity.  In addition,  no such Permitted Investment shall
be purchased at a price in excess of par. Except as provided  above,  all income
and gain  realized  from any such  investment  shall inure to the benefit of the
Servicer and shall be subject to its  withdrawal or order from time to time. The
amount of any losses  incurred  in respect of the  principal  amount of any such
investments  shall be deposited in the Custodial  Account by the Servicer out of
its own funds immediately as realized.

                                       10
<PAGE>

(c)            The Servicer  shall  require each  Subservicer  to hold all funds
               constituting   collections   on  the  Mortgage   Loans,   pending
               remittance  thereof  to the  Servicer,  in one or  more  accounts
               meeting  the  requirements  of an  Eligible  Account,  and  shall
               require all such funds to be invested in  Permitted  Investments,
               unless all such  collections are remitted on a daily basis to the
               Servicer for deposit into the Custodial Account.

Section 3.03 Withdrawals from the Custodial  Account.  The Servicer shall,  from
time to time as provided herein,  make withdrawals from the Custodial Account of
amounts on deposit therein pursuant to Section 3.02 that are attributable to the
Mortgage Loans for the following purposes:

          (a)  on each  Determination  Date,  the Servicer  shall  determine the
               aggregate  amounts to be withdrawn from the Custodial Account and
               applied  pursuant to Section  3.05(a) of the Indenture and, prior
               to close of  business  on the  Business  Day prior to the related
               Payment Date (provided, however, that the Indenture Trustee shall
               not be  required to invest any  amounts  deposited  into the Note
               Payment  Account  after 1:00 p.m.),  shall  withdraw such amounts
               from the Custodial Account and deposit such amounts into the Note
               Payment  Account,  Funding  Account  or Reserve  Sub-Account,  as
               applicable,  to be  distributed by the Paying Agent in accordance
               with and in the order or priority set forth in Section 3.05(a) of
               the  Indenture  for such Payment  Date,  in  accordance  with the
               Servicing Certificate;

          (b)  to  pay  to  itself  any  monthly  payments   received  from  the
               Mortgagors,  the amount of such payment that represents  interest
               accrued on the related  Mortgage Loan for any period prior to the
               Cut-Off Date; prior to the commencement of the Rapid Amortization
               Period, from Principal Collections on the Mortgage Loans, and, if
               Principal Collections are not sufficient,  from Excess Spread, to
               pay to GMACM the amount of any  Additional  Balances  as and when
               created during the related Collection  Period,  and, prior to the
               commencement of the Managed  Amortization  Period,  to pay to the
               related  Seller the  Purchase  Price of any  Subsequent  Mortgage
               Loans on the related Subsequent Transfer Date;

          (c)  to the extent  deposited to the Custodial  Account,  to reimburse
               itself or the related  Subservicer  for  previously  unreimbursed
               expenses incurred in maintaining  individual  insurance  policies
               pursuant to Section 3.04, or Liquidation Expenses,  paid pursuant
               to Section 3.07 or otherwise  reimbursable  pursuant to the terms
               of this Agreement (to the extent not payable  pursuant to Section
               3.09), such withdrawal right being limited to amounts received on
               particular  Mortgage  Loans (other than any  Repurchase  Price in
               respect  thereof) that represent late  recoveries of the payments
               for  which  such   advances   were  made,  or  from  related  Net
               Liquidation  Proceeds  or the  proceeds  of the  purchase of such
               Mortgage Loan;

(d)            to pay to itself  out of each  payment  received  on  account  of
               interest on a Mortgage Loan as  contemplated  by Section 3.09, an
               amount  equal to the related  Servicing  Fee and the Recovery Fee
               (to the extent not  retained  pursuant to Section  3.02 or 3.07),
               and  to  pay  to  any  Subservicer  any  subservicing   fees  not
               previously withheld by such Subservicer;

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<PAGE>

(e)            reserved;

(f)            reserved;

(g)            to the  extent  deposited  in the  Custodial  Account,  to pay to
               itself as additional  servicing  compensation any (i) interest or
               investment  income  earned on funds  deposited  in the  Custodial
               Account  that it is  entitled  to  withdraw  pursuant to Sections
               3.02(b)  and 5.01,  and (ii)  Foreclosure  Profits (to the extent
               permitted by law);

(h)            to pay to itself or a Seller,  with respect to any Mortgage  Loan
               or property  acquired in respect  thereof that has been purchased
               or otherwise  transferred  to such Seller,  the Servicer or other
               entity,  all  amounts  received  thereon  and not  required to be
               distributed  to  Securityholders  as of the  date  on  which  the
               related Purchase Price or Repurchase Price is determined;

(i)            to withdraw any other amount  deposited in the Custodial  Account
               that was not required to be deposited therein pursuant to Section
               3.02;

(j)            to pay to itself,  with respect to any Mortgage Loan for which it
               has made an advance of delinquent principal and/or interest,  any
               previously unreimbursed advances of such amounts theretofore made
               to the extent of receipts  of late  recoveries  of such  payments
               from the  related  Mortgagors,  out of  related  Net  Liquidation
               Proceeds or the proceeds of the purchase of such Mortgage Loans;

(k)            to  reimburse  itself for the amount of any  investment  earnings
               advanced prior to maturity pursuant to Section 3.17(c) or Section
               5.01, to the extent not reimbursed from earnings  received on the
               related investment at maturity;

(l)            at its option,  for so long as it is the sole  Certificateholder,
               to pay to itself from amounts  otherwise  required to be remitted
               to  the   Distribution   Account  in   accordance   with  Section
               3.05(a)(xvi)  of the  Indenture,  all amounts  payable to it as a
               Certificateholder on the related Payment Date, and

(m)            to reimburse  itself for advances of delinquent  principal and/or
               interest  on a  Mortgage  Loan or  other  advances  that are made
               pursuant to this Agreement  that are not  reimbursed  pursuant to
               clauses (c) or (j) of this Section 3.03.

        Since, in connection with withdrawals pursuant to clauses (c), (d), (g),
(h) and (j), the  Servicer's  entitlement  thereto is limited to  collections or
other  recoveries  on the related  Mortgage  Loan,  the Servicer  shall keep and
maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the
purpose of justifying any withdrawal from the Custodial Account pursuant to such
clauses.  Notwithstanding  any other provision of this  Agreement,  the Servicer
shall be entitled to reimburse itself for any previously  unreimbursed  expenses


                                       12
<PAGE>

incurred  pursuant to Section  3.07 or  otherwise  reimbursable  pursuant to the
terms  of  this  Agreement   that  the  Servicer   determines  to  be  otherwise
nonrecoverable  (except  with  respect  to any  Mortgage  Loan as to  which  the
Repurchase  Price has been paid),  by withdrawal  from the Custodial  Account of
amounts on deposit  therein  attributable  to the Mortgage Loans on any Business
Day prior to the Payment Date succeeding the date of such determination.

Section 3.04 Maintenance of Hazard Insurance;  Property Protection Expenses.  To
the extent  permitted under the related Loan Agreement and Mortgage,  and to the
extent the  Servicer  receives  notice that a hazard  insurance  policy has been
cancelled,  the Servicer  shall cause to be  maintained  for each  Mortgage Loan
hazard  insurance  naming  the  Servicer  or related  Subservicer  as loss payee
thereunder  providing  extended coverage in an amount which is at least equal to
the lesser of (i) the maximum insurable value of the improvements  securing such
Mortgage Loan from time to time or (ii) the combined  principal balance owing on
such  Mortgage Loan and any mortgage loan senior to such Mortgage Loan from time
to time; provided,  however, that such coverage may not be less than the minimum
amount required to fully compensate for any loss or damage on a replacement cost
basis.  The Servicer shall use its best efforts to monitor that hazard insurance
is  maintained  as described  in the previous  sentence in the same manner as it
would for mortgage loans in its own portfolio.  The Servicer shall also cause to
be  maintained  on  property  acquired  upon  foreclosure,  or  deed  in lieu of
foreclosure,  of any Mortgage Loan, fire insurance with extended  coverage in an
amount which is at least equal to the amount  necessary to avoid the application
of any co-insurance  clause  contained in the related hazard  insurance  policy.
Amounts collected by the Servicer under any such policies (other than amounts to
be applied to the  restoration  or repair of the related  Mortgaged  Property or
property thus acquired or amounts  released to the Mortgagor in accordance  with
the Servicer's normal servicing  procedures) shall be deposited in the Custodial
Account  to the  extent  called  for by  Section  3.02.  In cases  in which  any
Mortgaged  Property is located at any time during the life of a Mortgage Loan in
a federally  designated  flood area, to the extent  permitted  under the related
Loan Agreement and Mortgage, and to the extent the Servicer receives notice that
the related  flood  insurance  has been  cancelled,  the hazard  insurance to be
maintained for the related  Mortgage Loan shall include flood  insurance (to the
extent  available).  All such flood  insurance  shall be in amounts equal to the
lesser of (i) the amount  required to  compensate  for any loss or damage to the
related  Mortgaged  Property  on a  replacement  cost basis and (ii) the maximum
amount  of such  insurance  available  for such  Mortgaged  Property  under  the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is  participating  in such program).  The Servicer shall use
its best  efforts to monitor  such flood  insurance as described in the previous
sentence in the same manner as it would for mortgage loans in its own portfolio.
The Servicer shall be under no obligation to require that any Mortgagor maintain
earthquake or other additional insurance and shall be under no obligation itself
to maintain any such additional  insurance on property  acquired in respect of a
Mortgage Loan,  other than pursuant to such  applicable  laws and regulations as
shall at any time be in force and as shall require such additional insurance. If
the  Servicer  shall obtain and maintain a blanket  policy  consistent  with its
general mortgage servicing  activities  insuring against hazard losses on all of
the  Mortgage  Loans,  it shall  conclusively  be deemed to have  satisfied  its
obligations  as set forth in the first  sentence of this Section  3.04, it being
understood and agreed that such policy may contain a deductible clause, in which
case the Servicer  shall, in the event that there shall not have been maintained
on the related Mortgaged  Property a policy complying with the first sentence of
this Section 3.04 and there shall have been a loss which would have been covered
by such  policy,  deposit in the  Custodial  Account  the  amount not  otherwise


                                       13
<PAGE>

payable under the blanket policy  because of such  deductible  clause.  Any such
deposit by the Servicer shall be made on the last Business Day of the Collection
Period in the month in which  payments  under any such  policy  would  have been
deposited  in the  Custodial  Account.  In  connection  with its  activities  as
servicer of the Mortgage  Loans,  the Servicer  agrees to present,  on behalf of
itself,  the Issuer and the  Indenture  Trustee,  claims  under any such blanket
policy.

Section 3.05 Modification  Agreements.  The Servicer or the related Subservicer,
as the case may be,  shall be  entitled to (a)  execute  assumption  agreements,
substitution  agreements,  and instruments of satisfaction or cancellation or of
partial or full release or discharge, or any other document contemplated by this
Agreement and other  comparable  instruments  with respect to the Mortgage Loans
and with  respect to the related  Mortgaged  Properties  (and the Issuer and the
Indenture  Trustee each shall promptly  execute any such documents on request of
the  Servicer)  and (b) approve the granting of an easement  thereon in favor of
another  Person,  any alteration or demolition of such  Mortgaged  Properties or
other similar matters, if it has determined,  exercising its good faith business
judgment  in the same  manner  as it would if it were the  owner of the  related
Mortgage  Loans,  that the security for, and the timely and full  collectability
of, such  Mortgage  Loans would not be  adversely  affected  thereby.  A partial
release  pursuant to this Section  3.05 shall be permitted  only if the CLTV for
the related  Mortgage  Loan after such partial  release does not exceed the CLTV
for such Mortgage Loan as of the related  Cut-Off Date. Any fee collected by the
Servicer or the related Subservicer for processing such request will be retained
by the Servicer or such Subservicer as additional servicing compensation.

Section 3.06   Trust Estate; Related Documents.
               -------------------------------

          (a)  When required by the provisions of this Agreement,  the Issuer or
               the  Indenture  Trustee  shall  execute  instruments  to  release
               property  from the terms of the  Trust  Agreement,  Indenture  or
               Custodial Agreement, as applicable, or convey the Issuer's or the
               Indenture  Trustee's  interest in the same, in a manner and under
               circumstances  that are not  inconsistent  with the provisions of
               this Agreement.  No party relying upon an instrument  executed by
               the Issuer or the  Indenture  Trustee as provided in this Section
               3.06 shall be bound to ascertain  the  Issuer's or the  Indenture
               Trustee's  authority,   inquire  into  the  satisfaction  of  any
               conditions precedent or see to the application of any moneys.

          (b)  If from time to time any written assurance,  assumption agreement
               or  substitution  agreement or other similar  agreement  shall be
               executed  pursuant to Section 3.05, the Servicer shall check that
               each of such documents  purports to be an original  executed copy
               (or a copy of the  original  executed  document  if the  original
               executed  copy has been  submitted  for recording and has not yet
               been  returned) and, if so, shall file such  documents,  and upon
               receipt  of  the  original  executed  copy  from  the  applicable
               recording  office or receipt of a copy  thereof  certified by the
               applicable   recording   office  shall  file  such  originals  or
               certified  copies,   with  the  Related  Documents  held  by  the
               Servicer.

          (c)  Upon  receipt  of  a  Request  for  Release  from  the  Servicer,
               substantially in the form of Exhibit C hereto, to the effect that
               a  Mortgage  Loan has been the  subject  of a final  payment or a
               prepayment in full and such Mortgage Loan has been  terminated or
               that  substantially  all Net Liquidation  Proceeds that have been


                                       14
<PAGE>

               determined  by the  Servicer  in its  reasonable  judgment  to be
               finally recoverable have been recovered,  and upon deposit to the
               Custodial  Account of such final monthly  payment,  prepayment in
               full  together  with  accrued and unpaid  interest to the date of
               such  payment  with  respect  to  such   Mortgage   Loan  or,  if
               applicable,   Net  Liquidation  Proceeds,   the  Custodian  shall
               promptly  release the Related  Documents held by the Custodian to
               the Servicer.  The  Indenture  Trustee shall execute such Related
               Documents,  along  with such  documents  as the  Servicer  or the
               related  Mortgagor  may  request  to  evidence  satisfaction  and
               discharge of such Mortgage Loan, upon request of the Servicer. If
               from  time to  time  and as  appropriate  for  the  servicing  or
               foreclosure  of any  Mortgage  Loan,  the  Servicer  requests the
               Custodian to release the Related  Documents held by the Custodian
               and  delivers  to  the  Custodian  a  trust  receipt   reasonably
               satisfactory to the Custodian and signed by a Responsible Officer
               of  the  Servicer,  the  Custodian  shall  release  such  Related
               Documents  to the  Servicer.  If such  Mortgage  Loans  shall  be
               liquidated  and the  Custodian  receives a  certificate  from the
               Servicer as provided  above,  then, upon request of the Servicer,
               the Custodian shall release the trust receipt to the Servicer.

Section 3.07  Realization  Upon Defaulted  Mortgage  Loans.  With respect to any
Mortgage  Loan that comes into and  continues  in default,  the  Servicer  shall
decide whether to (i) foreclose upon the related Mortgaged Property,  (ii) write
off the unpaid Principal  Balance thereof as bad debt, (iii) take a deed in lieu
of  foreclosure,  (iv) accept a short sale (a payoff of the Mortgage Loan for an
amount less than the total amount  contractually  owed in order to  facilitate a
sale of the Mortgaged Property by the Mortgagor), (v) permit a short refinancing
(a  payoff  of the  Mortgage  Loan for an  amount  less  than the  total  amount
contractually  owed in  order  to  facilitate  refinancing  transactions  by the
Mortgagor not involving a sale of the  Mortgaged  Property),  (vi) arrange for a
repayment plan,  (vii) agree to a modification in accordance with this Agreement
or (viii)  take an  unsecured  note in each case  subject  to the  rights of any
related first Lien holder;  provided,  that in connection with the foregoing, if
the Servicer has actual  knowledge  that any  Mortgaged  Property is affected by
hazardous  or toxic  wastes  or  substances  and that  the  acquisition  of such
Mortgaged Property would not be commercially reasonable, then the Servicer shall
not cause the Issuer or the Indenture Trustee to acquire title to such Mortgaged
Property  in a  foreclosure  or  similar  proceeding.  In  connection  with such
decision,  the Servicer shall follow such practices  (including,  in the case of
any default on a related senior mortgage loan, the advancing of funds to correct
such default if deemed to be  appropriate  by the Servicer) and procedures as it
shall  deem  necessary  or  advisable  and as shall be  normal  and usual in its
general mortgage  servicing  activities and as shall be required or permitted by
the  Program  Guide;  provided,  that the  Servicer  shall  not be liable in any
respect  hereunder  if the  Servicer  is  acting  in  connection  with  any such
foreclosure or attempted  foreclosure which is not completed or other conversion
in a manner  that is  consistent  with the  provisions  of this  Agreement.  The
foregoing is subject to the proviso  that the Servicer  shall not be required to
expend its own funds in connection with any foreclosure or attempted foreclosure
which is not  completed  or towards the  correction  of any default on a related


                                       15
<PAGE>

senior  mortgage loan or restoration of any property  unless it shall  determine
that such expenditure will increase the related Net Liquidation Proceeds. In the
event of a determination  by the Servicer that any such  expenditure  previously
made pursuant to this Section 3.07 will not be reimbursable from Net Liquidation
Proceeds,  the  Servicer  shall be  entitled  to  reimbursement  of its funds so
expended pursuant to Section 3.03.

        Notwithstanding any provision of this Agreement,  a Mortgage Loan may be
deemed to be finally  liquidated if  substantially  all amounts  expected by the
Servicer to be received in connection  therewith have been  received;  provided,
however, that the Servicer may continue to pursue recovery of such Mortgage Loan
and any subsequent collections, minus any Recovery Fee, with respect to any such
Mortgage  Loan shall be deposited  into the Custodial  Account.  For purposes of
determining the amount of any Net Liquidation  Proceeds,  Insurance  Proceeds or
other  unscheduled  collections,  the  Servicer  may take into  account  minimal
amounts  of  additional  receipts  expected  to be  received  or  any  estimated
additional  liquidation expenses expected to be incurred in connection with such
Mortgage Loan.

        In the  event  that  title to any  Mortgaged  Property  is  acquired  in
foreclosure or by deed in lieu of  foreclosure,  the deed or certificate of sale
shall be issued to the Indenture Trustee, which shall hold the same on behalf of
the Issuer in accordance with Section 3.13 of the Indenture. Notwithstanding any
such  acquisition of title and  cancellation of the related  Mortgage Loan, such
Mortgaged  Property  shall (except as otherwise  expressly  provided  herein) be
considered  to be an  outstanding  Mortgage  Loan held as an asset of the Issuer
until such time as such property  shall be sold.  Consistent  with the foregoing
for purposes of all calculations hereunder, so long as the related Mortgage Loan
shall be  considered  to be an  outstanding  Mortgage  Loan, it shall be assumed
that,  notwithstanding  that the  indebtedness  evidenced  by the  related  Loan
Agreement shall have been discharged,  such Loan Agreement in effect at the time
of any such acquisition of title before any adjustment  thereto by reason of any
bankruptcy or similar  proceeding or any  moratorium or similar  waiver or grace
period will remain in effect.

        Any proceeds from foreclosure  proceedings or the purchase or repurchase
of any Mortgage  Loan  pursuant to the terms of this  Agreement,  as well as any
recovery  resulting from a collection of Net  Liquidation  Proceeds or Insurance
Proceeds,  shall be  applied  in the  following  order of  priority:  first,  to
reimburse  the  Servicer  or the related  Subservicer  in  accordance  with this
Section  3.07;  second,  to pay the  Servicer  or the  related  Subservicer  all
Servicing Fees payable  therefrom;  third, to pay accrued and unpaid interest on
such  Mortgage  Loan,  at the Net Loan Rate to the  Payment  Date on which  such
amounts are to be deposited in the Note Payment Account or Distribution Account;
and fourth,  as a recovery of principal on such  Mortgage  Loan.  Any  remaining
amount shall constitute Foreclosure Profits.

Section  3.08  Issuer and  Indenture  Trustee to  Cooperate.  On or before  each
Payment Date,  the Servicer will notify the Indenture  Trustee or the Custodian,
with a copy to the Issuer,  of the termination of or the payment in full and the
termination of any Mortgage Loan during the preceding  Collection  Period.  Upon
receipt of payment in full,  the Servicer is authorized to execute,  pursuant to
the  authorization  contained in Section 3.01,  an  instrument  of  satisfaction
regarding  the related  Mortgage,  which  instrument  of  satisfaction  shall be
recorded by the Servicer if required by  applicable  law and be delivered to the
Person  entitled  thereto and to cause the removal from the  registration on the
MERS(R) System of such  Mortgage.  It is understood and agreed that any expenses


                                       16
<PAGE>

incurred in connection with such instrument of satisfaction or transfer shall be
reimbursed from amounts  deposited in the Custodial  Account.  From time to time
and as  appropriate  for the servicing or  foreclosure of any Mortgage Loan, the
Custodian  shall,  upon request of the  Servicer and delivery to the  Custodian,
with a copy to the Issuer, of a Request for Release, in the form attached hereto
as Exhibit C, signed by a Servicing Officer, release or cause to be released the
related Loan  Agreement to the Servicer.  The Issuer or Indenture  Trustee shall
promptly execute such documents, in the forms provided by the Servicer, as shall
be necessary for the prosecution of any such  proceedings or the taking of other
servicing actions. Such trust receipt shall obligate the Servicer to return such
Loan  Agreement to the  Custodian  (as  specified in such receipt) when the need
therefor by the Servicer no longer  exists,  unless the  Mortgage  Loan shall be
liquidated,  in which case, upon receipt of a certificate of a Servicing Officer
similar to that  specified  above,  such trust  receipt shall be released to the
Servicer.

        In order to  facilitate  the  foreclosure  of the Mortgage  securing any
Mortgage Loan that is in default following recordation of the related Assignment
of Mortgage in accordance  with the  provisions of the Purchase  Agreement,  the
Indenture  Trustee  or the  Issuer  shall,  if so  requested  in  writing by the
Servicer, promptly execute an appropriate assignment in the form provided by the
Servicer  to assign such  Mortgage  Loan for the  purpose of  collection  to the
Servicer (any such assignment shall  unambiguously  indicate that the assignment
is for the purpose of collection only), and, upon such assignment, such assignee
for  collection  will thereupon  bring all required  actions in its own name and
otherwise  enforce the terms of such Mortgage Loan and deposit or credit the Net
Liquidation  Proceeds,  exclusive of Foreclosure Profits,  received with respect
thereto into the Custodial  Account.  In the event that all delinquent  payments
due  under  any  such  Mortgage  Loan are paid by the  Mortgagor  and any  other
defaults are cured,  then the assignee for collection  shall  promptly  reassign
such Mortgage Loan to the Indenture  Trustee and return all Related Documents to
the place where the related Mortgage File was being maintained.

        In connection  with the Issuer's  obligation to cooperate as provided in
this Section  3.08 and all other  provisions  of this  Agreement  requiring  the
Issuer to  authorize  or permit  any  actions  to be taken  with  respect to the
Mortgage Loans, the Indenture  Trustee,  as pledgee of the Mortgage Loans and as
assignee  of record of the  Mortgage  Loans on behalf of the Issuer  pursuant to
Section 3.13 of the Indenture,  expressly  agrees,  on behalf of the Issuer,  to
take all such actions on behalf of the Issuer and to promptly execute and return
all  instruments  reasonably  required by the Servicer in connection  therewith;
provided, that if the Servicer requests a signature of the Indenture Trustee, on
behalf of the Issuer,  then the Servicer shall deliver to the Indenture  Trustee
an Officer's Certificate stating that such signature is necessary or appropriate
to enable the  Servicer to carry out its  servicing  and  administrative  duties
under this Agreement.

Section 3.09 Servicing  Compensation;  Payment of Certain  Expenses by Servicer.
The Servicer  shall be entitled to receive the Servicing Fee in accordance  with
Section 3.03 as  compensation  for its services in connection with servicing the
Mortgage Loans.  Moreover,  late payment charges and other receipts not required
to be deposited in the  Custodial  Account as specified in Section 3.02 shall be
retained by the  Servicer as  additional  servicing  compensation.  The Servicer
shall be required to pay all  expenses  incurred  by it in  connection  with its
activities  hereunder  (including  payment  of all other fees and  expenses  not
expressly  stated  hereunder  to be for  the  account  of the  Securityholders),
including the fees and expenses of the Owner Trustee,  Indenture Trustee and the
Custodian, and shall not be entitled to reimbursement therefor.

                                       17
<PAGE>

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

          (a)  The Servicer shall deliver to the Issuer,  the Indenture Trustee,
               the Depositor and the  Underwriter,  with a copy to the Enhancer,
               beginning  March 31, 2004, and on or before March 31 of each year
               thereafter, an Officer's Certificate stating that (i) a review of
               the activities of the Servicer during the preceding calendar year
               and of its performance under any servicing agreements to which it
               is a party,  including this  Agreement,  has been made under such
               officer's  supervision  and  (ii) to the  best of such  officer's
               knowledge, based on such review, the Servicer has complied in all
               material respects with the minimum servicing  standards set forth
               in the Uniform Single  Attestation  Program for Mortgage  Bankers
               and has fulfilled all of its material obligations in all material
               respects  throughout  such year,  or, if there has been  material
               noncompliance  with such servicing  standards or a default in the
               fulfillment  in all  material  respects  of any  such  obligation
               relating  to  this  Servicing  Agreement,  such  statement  shall
               include a description of such  noncompliance or specify each such
               default, as the case may be, known to such officer and the nature
               and status thereof.

          (b)  The  Servicer  shall  deliver  to the  Issuer  and the  Indenture
               Trustee,  with a copy  to the  Enhancer,  promptly  after  having
               obtained  knowledge  thereof,  but in no event  later  than  five
               Business Days thereafter, written notice by means of an Officer's
               Certificate  of any event  which with the giving of notice or the
               lapse of time or both, would become a Servicing Default.

Section 3.11 Annual Servicing Report. Beginning March 31, 2004, and on or before
March 31 of each year thereafter, the Servicer at its expense shall cause a firm
of nationally  recognized  independent  public  accountants (which firm may also
render other  services to the  Servicer) to furnish a report to the Issuer,  the
Indenture Trustee, the Depositor, the Underwriter,  the Enhancer and each Rating
Agency  stating its opinion  that, on the basis of an  examination  conducted by
such firm substantially in accordance with standards established by the American
Institute of Certified  Public  Accountants,  the  assertions  made  pursuant to
Section 3.10 regarding compliance with the minimum servicing standards set forth
in the Uniform  Single  Attestation  Program  for  Mortgage  Bankers  during the
preceding calendar year are fairly stated in all material  respects,  subject to
such exceptions and other qualifications that, in the opinion of such firm, such
accounting  standards  require it to report.  In rendering such statement,  such
firm may rely, as to matters  relating to the direct servicing of Mortgage Loans
by  Subservicers,  upon  comparable  statements  for  examinations  conducted by
independent  public  accountants  substantially  in  accordance  with  standards
established by the American Institute of Certified Public Accountants  (rendered
within one year of such statement) with respect to such Subservicers.

Section  3.12 Access to Certain  Documentation  and  Information  Regarding  the
Mortgage Loans.  Whenever required by statute or regulation,  the Servicer shall
provide to the  Enhancer,  any  Securityholder  upon  reasonable  request  (or a
regulator for a Securityholder) or the Indenture  Trustee,  reasonable access to
the  documentation  regarding the Mortgage Loans.  Such access shall be afforded
without  charge,  but only upon  reasonable  request and during normal  business
hours at the  offices  of the  Servicer.  Nothing  in this  Section  3.12  shall
derogate  from the  obligation  of the  Servicer to observe any  applicable  law
prohibiting  disclosure of information regarding Mortgagors,  and the failure of
the  Servicer to provide  access as provided in this Section 3.12 as a result of
such obligation shall not constitute a breach of this Section 3.12.

                                       18
<PAGE>

Section 3.13 Maintenance of Certain Servicing Insurance  Policies.  The Servicer
shall, during the term of its service as servicer,  maintain in force and effect
(i) a policy or policies  of  insurance  covering  errors and  omissions  in the
performance of its obligations as Servicer hereunder and (ii) a fidelity bond in
respect of its officers,  employees or agents.  Each such policy or policies and
fidelity  bond shall be at least equal to the coverage that would be required by
Fannie  Mae or  Freddie  Mac,  whichever  is  greater,  for  Persons  performing
servicing for mortgage loans purchased by such entity.

Section 3.14 Information Required by the Internal Revenue Service and Reports of
Foreclosures and Abandonments of Mortgaged Property.  The Servicer shall prepare
and  deliver  all  federal and state  information  reports  with  respect to the
Mortgage Loans when and as required by all  applicable  state and federal income
tax laws. In particular,  with respect to the requirement under Section 6050J of
the Code to the effect that the  Servicer or  Subservicer  shall make reports of
foreclosures and abandonments of any mortgaged  property for each year beginning
in 2003,  the  Servicer  or  Subservicer  shall file  reports  relating  to each
instance  occurring during the previous  calendar year in which the Servicer (a)
on behalf of the Issuer,  acquired an interest in any Mortgaged Property through
foreclosure or other comparable  conversion in full or partial satisfaction of a
Mortgage Loan, or (b) knew or had reason to know that any Mortgaged Property had
been  abandoned.  The reports from the Servicer or Subservicer  shall be in form
and substance  sufficient to meet the reporting  requirements imposed by Section
6050J and Section 6050H (reports relating to mortgage interest  received) of the
Code.

Section 3.15   Optional Repurchase or Transfer of Mortgage Loans.
               -------------------------------------------------

          (a)  Notwithstanding  any  provision in Section 3.07 to the  contrary,
               the  Servicer,  at its  option  and in its sole  discretion,  may
               repurchase  any Mortgage  Loan that is delinquent in payment by a
               period of ninety  (90)  days or longer  for a price  equal to the
               Repurchase  Price,  provided that any such repurchase shall occur
               only during the 60-day period  commencing on the first day of the
               next calendar month.

          (b)  The  Servicer,  at its  option  and in its sole  discretion,  may
               repurchase  any Mortgage Loan for a price equal to the Repurchase
               Price (i) if the related  Mortgage  did not have a Lien senior to
               it as of the  related  Cut-Off  Date,  and, at the request of the
               related Mortgagor, the Servicer agrees to the placement of a Lien
               on the related Mortgaged Property senior to that of such Mortgage
               or (ii) at the request of the Mortgagor,  the Servicer  agrees to
               an  increase in the Credit  Limit above the Credit  Limit of such
               Mortgage  Loan as of the  related  Cut-Off  Date or  (iii) at the
               request of the Mortgagor,  the Servicer agrees to the refinancing
               of the Lien senior to that of the related Mortgage resulting in a
               CLTV above the previous CLTV for such Mortgage Loan.

          (c)  Subject to the  conditions  set forth below,  the Servicer,  upon
               receipt of written  notice and direction  from the Issuer,  shall


                                       19
<PAGE>

               cause the  retransfer of Mortgage  Loans from the Trust Estate to
               the  Issuer as of the close of  business  on a Payment  Date (the
               "Transfer Date"). On the fifth Business Day (the "Transfer Notice
               Date") prior to the Transfer Date designated in such notice,  the
               Servicer shall give the Indenture  Trustee,  the Rating  Agencies
               and  the  Enhancer  a  notice  of the  proposed  retransfer  that
               contains a list of the Mortgage Loans to be  retransferred.  Such
               retransfers   of   Mortgage   Loans  shall  be   permitted   upon
               satisfaction of the following conditions:

(i)                   No Rapid Amortization Event has occurred;

(ii)                  On the Transfer  Date,  the  Overcollateralization  Amount
                      (after  giving effect to the removal from the Trust Estate
                      of the Mortgage Loans proposed to be  retransferred)  will
                      equal or exceed the Overcollateralization Target Amount;

(iii)                 The  retransfer of any Mortgage Loans on any Transfer Date
                      during the Managed  Amortization  Period shall not, in the
                      reasonable   belief  of  the   Servicer,   cause  a  Rapid
                      Amortization  Event to occur or an event which with notice
                      or  lapse  of  time  or  both  would  constitute  a  Rapid
                      Amortization Event;

(iv)                  On or before the Transfer  Date,  the Servicer  shall have
                      delivered to the Indenture Trustee a revised Mortgage Loan
                      Schedule  showing that the Mortgages Loans  transferred to
                      the  Certificateholders  are no longer  owned by the Trust
                      Estate;

(v)                   The Servicer shall represent and warrant that the Mortgage
                      Loans to be removed from the Trust Estate were selected at
                      random and the Servicer shall have received the consent of
                      the  Enhancer  as  to  the  selection  of  the  particular
                      Mortgage Loans to be removed; and

(vi)                  The Servicer shall have delivered to the Indenture Trustee
                      and the Enhancer an officer's certificate  certifying that
                      the items  set forth in  subparagraphs  (i)  through  (v),
                      inclusive, have been performed or are true and correct, as
                      the case may be. The  Indenture  Trustee may  conclusively
                      rely on such officer's certificate,  shall have no duty to
                      make  inquiries  with  regard  to the  matters  set  forth
                      therein and shall incur no liability in so relying.

        The  Servicer  shall not be permitted  to effect the  retransfer  of any
Mortgage Loan except under the conditions  specified  above.  Upon receiving the
requisite notice and direction from the Issuer,  the Servicer shall perform in a
timely manner those acts required of it, as specified above.  Upon  satisfaction
of the above  conditions,  on the  Transfer  Date the  Indenture  Trustee  shall
deliver,  or cause to be delivered,  to the Issuer a written itemization of each
Mortgage Loan being  transferred,  together with the Mortgage File for each such
Mortgage Loan, and the Indenture Trustee shall execute and deliver to the Issuer
or its  designee  such other  documents  prepared  by the  Servicer  as shall be
reasonably necessary to transfer such Mortgage Loans to the  Certificateholders.
Any such  transfer of the Trust  Estate's  right,  title and  interest in and to
Mortgage Loans shall be without  recourse,  representation  or warranty by or of
the Indenture Trustee or the Trust Estate to the Issuer or its designee.

                                       20
<PAGE>

Section 3.16   Reserved.

Section 3.17   Pre-Funding Account.

          (a)  No later than the  Closing  Date,  the  Indenture  Trustee  shall
               establish and maintain on behalf of itself one or more segregated
               trust  accounts,   which  shall  be  Eligible  Accounts,   titled
               "Pre-Funding  Account,  Wells  Fargo  Bank  Minnesota,  N.A.,  as
               Indenture Trustee for GMACM Home Equity Loan Trust 2003-HE1" (the
               "Pre-Funding  Account"). On the Closing Date, GMACM shall deposit
               into the  Pre-Funding  Account  an amount  equal to the  Original
               Pre-Funded   Amount  from  the   proceeds  of  the  sale  of  the
               Securities.  On each Subsequent Transfer Date, the Servicer shall
               instruct the  Indenture  Trustee in writing to withdraw  from the
               Pre-Funding  Account an amount equal to the  aggregate  Principal
               Balance  as  of  the  related  Subsequent  Cut-Off  Date  of  the
               Subsequent  Mortgage  Loans  to be  sold  to the  Trust  on  such
               Subsequent  Transfer Date and allocate such withdrawal to amounts
               on deposit in the Pre-Funding  Account, and to pay such amount to
               or upon the order of the related Seller upon  satisfaction of the
               conditions set forth in this Agreement, in the Purchase Agreement
               and in the related  Subsequent  Transfer  Agreement  with respect
               thereto.

          (b)  If the  Pre-Funded  Amount  has not been  reduced  to zero at the
               close of  business  on the last  day of the  Pre-Funding  Period,
               after giving effect to any withdrawal  therefrom on such day, any
               remaining  Pre-Funded  Amount,  shall be deposited  into the Note
               Payment  Account and applied as a principal  distribution  on the
               Variable Pay Revolving Notes or, if the outstanding  Note Balance
               has been reduced to zero,  to each Class of Term Notes,  on a pro
               rata basis in accordance with their respective Note Balances,  on
               the next  succeeding  Payment  Date,  except  that the  amount on
               deposit in the  Pre-Funding up to a maximum of $50,000,  shall be
               deposited  in the  Funding  Account  and  withdrawn  pursuant  to
               Section 3.18(c) hereof.

          (c)  The  Servicer   may  cause  the   institution   maintaining   the
               Pre-Funding  Account  to invest any funds  therein  in  Permitted
               Investments  having a maturity  of up to 90 days or  maturing  or
               otherwise available not later than the Business Day preceding the
               related Payment Date on which funds are scheduled to be withdrawn
               to  purchase  Subsequent  Mortgage  Loans;  provided,   that  any
               investment  in an obligation  of the  institution  with which the
               Pre-Funding  Account is maintained  may mature on or before 10:30
               a.m., New York time, on such Payment Date; and provided  further,
               that no such  investment  may be sold or  disposed  of  prior  to
               maturity.  In addition,  no such  Permitted  Investment  shall be
               purchased  at a  price  in  excess  of par.  Notwithstanding  the
               foregoing,  in the event investment  earnings have not matured on
               any Payment Date, the amount of such earnings  accrued as of such
               Payment  Date shall be advanced by the  Servicer for deposit into
               the Note Payment  Account  (which  advance shall be reimbursed to


                                       21
<PAGE>

               the Servicer from such investment  earnings at maturity).  At any
               time when the Indenture  Trustee is maintaining  the  Pre-Funding
               Account,  any request by the  Servicer to invest funds on deposit
               therein shall be in writing,  delivered to the Indenture  Trustee
               at or before 10:30 a.m., New York time, if such  investment is to
               be made  on  such  day.  The  Servicer  shall  certify  that  the
               requested  investment  is a Permitted  Investment  maturing at or
               prior to the time required  hereby.  Any such investment shall be
               registered in the name of the  Indenture  Trustee or its nominee,
               and to the extent that any such investment is certificated,  such
               investment shall be maintained with the Indenture  Trustee at its
               Corporate  Trust  Office.  All net income or other gain  received
               from any such  investment  shall be deposited into or credited to
               the Note  Payment  Account,  and may be  withdrawn  therefrom  in
               accordance with Section 3.05 of the Indenture.  In no event shall
               the  Indenture  Trustee  be liable for any  investment  losses on
               Permitted  Investments  held in or  credited  to the  Pre-Funding
               Account,  provided that such  investments  are made in accordance
               with the provisions of this  Agreement and the Indenture  Trustee
               is not the obligor under the Permitted Investment.

          (d)  If on any Payment Date during the Pre-Funding  Period, the amount
               of  Additional  Balances  created  during the related  Collection
               Period exceeds the amount of Principal  Collections on deposit in
               the  Custodial  Account  and the  amount on  deposit  in  Funding
               Account available to purchase Additional  Balances,  the Servicer
               may withdraw from amounts on deposit in the Pre-Funding  Account,
               to the extent  available and following the purchase of Additional
               Balances  from  funds on  deposit in the  Custodial  Account  and
               Funding Account, the amount of such excess and pay such amount to
               GMACM as payment for such Additional Balances.

Section 3.18   Funding Account.

          (a)  No later than the  Closing  Date,  the  Indenture  Trustee  shall
               establish and maintain on behalf of itself one or more segregated
               trust accounts, which shall be Eligible Accounts, titled "Funding
               Account,  Wells Fargo Bank Minnesota,  N.A., as Indenture Trustee
               for  GMACM  Home  Equity  Loan  Trust   2003-HE1"  (the  "Funding
               Account").  The  Indenture  Trustee  shall  establish  within the
               Funding Account a sub-account,  titled "Reserve Sub-Account",  as
               set forth in Section 3.20 of this Agreement. On each Payment Date
               during the Revolving Period, the Servicer shall withdraw from the
               Custodial  Account and deposit into the Funding  Account (but not
               the  Reserve  Sub-Account)  the  aggregate  amount  of  Principal
               Collections  remaining  after  the  purchase  of  all  Additional
               Balances  and/or  Subsequent  Mortgage  Loans on or prior to such
               Payment Date.

          (b)  The Servicer may cause the  institution  maintaining  the Funding
               Account to invest  any funds  therein  in  Permitted  Investments
               having  a  maturity  of up to 90 days or  maturing  or  otherwise
               available  not later than the Business Day  preceding the related
               Payment  Date on which funds are  scheduled  to be  withdrawn  to
               purchase Subsequent Mortgage Loans; provided, that any investment
               in an  obligation  of the  institution  with  which  the  Funding
               Account is  maintained  may mature on or before  10:30 a.m.,  New
               York time, on such Payment Date;  and provided  further,  that no
               such investment may be sold or disposed of prior to maturity.  In
               addition,  no such Permitted  Investment  shall be purchased at a


                                       22
<PAGE>

               price in excess of par. At any time when the Indenture Trustee is
               maintaining the Funding  Account,  any request by the Servicer to
               invest funds on deposit therein shall be in writing, delivered to
               the Indenture  Trustee at or before 10:30 a.m., New York time, if
               such  investment  is to be made on such day. The  Servicer  shall
               certify that the requested  investment is a Permitted  Investment
               maturing  at or  prior  to the  time  required  hereby.  Any such
               investment  shall  be  registered  in the  name of the  Indenture
               Trustee  or  its  nominee,  and  to  the  extent  that  any  such
               investment is  certificated,  such investment shall be maintained
               with the Indenture Trustee at its Corporate Trust Office. All net
               income or other gain received from any such  investment  shall be
               deposited into or credited to the Note Payment Account.

(c)                   From  time to time  withdrawals  shall  be made  from  the
                      Funding Account by the Servicer as follows:

(i)                   on each  Payment  Date during the  Revolving  Period,  any
                      amounts  on  deposit  in the  Funding  Account,  including
                      Excess  Spread,  shall be withdrawn  and  applied,  to the
                      extent available, in the following order:

          (A)  to GMACM,  as payment  for  Additional  Balances,  if any,  in an
               amount equal to (1) the aggregate of all Draws during the related
               Collection  Period or (2) if the Servicer has applied  amounts on
               deposit  in  the   Custodial   Account   representing   Principal
               Collections   received  during  such  Collection  Period  to  the
               purchase  of  Additional  Balances,  the  excess,  if any, of the
               aggregate of all Draws during the related  Collection Period over
               Principal Collections for such Collection Period; and

          (B)  to each Seller, as payment for Subsequent Mortgage Loans, if any,
               in an amount equal to (1) the aggregate  Principal Balance of all
               such Subsequent  Mortgage Loans purchased from such Seller during
               the related  Collection Period or (2) if the Servicer has applied
               amounts  on  deposit  in  the  Custodial   Account   representing
               Principal  Collections  for such  Collection  Period  toward  the
               purchase of Subsequent Mortgage Loans, the excess, if any, of the
               aggregate Principal Balance of all such Subsequent Mortgage Loans
               purchased from such Seller over such Principal Collections;

(ii)                  on the last Payment Date during the Revolving Period,  any
                      amounts  remaining on deposit in the Funding  Account,  if
                      any,  after  giving  effect to clause (i) above,  shall be
                      deposited into the Note Payment Account for payment to the
                      Noteholders pursuant to Section 3.05 of the Indenture.

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<PAGE>

Section 3.19   Capitalized Interest Account.

          (a)  No later than the  Closing  Date,  the  Indenture  Trustee  shall
               establish and maintain on behalf of itself one or more segregated
               trust  accounts,   which  shall  be  Eligible  Accounts,   titled
               "Capitalized Interest Account, Wells Fargo Bank Minnesota,  N.A.,
               as Indenture  Trustee for GMACM Home Equity Loan Trust  2003-HE1"
               (the "Capitalized  Interest  Account").  On the Closing Date, the
               Issuer  shall  deposit  with  the  Indenture  Trustee,   and  the
               Indenture Trustee shall,  promptly upon receipt thereof,  deposit
               in the  Capitalized  Interest  Account  and  retain  therein  the
               Interest Coverage Amount. If the Indenture Trustee shall not have
               received  an  investment  direction  from  GMACM,  the  Indenture
               Trustee shall invest funds on deposit in the Capitalized Interest
               Account in Permitted  Investments of the kind described in clause
               (v) of the definition of Permitted  Investments having a maturity
               date no later than the next succeeding Payment Date. In addition,
               no such  Permitted  Investment  shall be  purchased at a price in
               excess of par.  GMACM shall be entitled to retain any  investment
               earnings  on  amounts  on  deposit  in the  Capitalized  Interest
               Account and shall deposit into the Capitalized  Interest  Account
               the  amount  of any net  loss  incurred  in  respect  of any such
               Permitted  Investment  immediately  upon realization of such loss
               without any right of reimbursement  therefor.  GMACM shall be the
               owner of the  Capitalized  Interest  Account and shall report all
               items of income, deduction, gain or loss arising therefrom.

(b)            On each  Payment  Date during the  Pre-Funding  Period and on the
               Payment Date immediately after the end of the Pre-Funding Period,
               the Indenture Trustee,  at the written direction of the Servicer,
               shall withdraw from the Capitalized  Interest Account and deposit
               into the Note Payment  Account an amount equal to the Capitalized
               Interest Requirement for such Payment Date.

          (c)  In connection with each Subsequent Transfer Date occurring in the
               Pre-Funding Period, the Servicer,  at its option, may recalculate
               the  Interest  Coverage  Amount  taking  into  account the amount
               remaining  in the  Pre-Funding  Account  following  the  sale  of
               Subsequent  Mortgage  Loans  to  the  Trust  on  such  date.  The
               recomputed  Interest  Coverage  Amount shall be not less than the
               amount  necessary to cover the Capitalized  Interest  Requirement
               for each remaining Payment Date in the Pre-Funding  Period.  With
               the written  consent of the Enhancer  (which consent shall not be
               unreasonably  withheld),  on any such  Subsequent  Transfer Date,
               GMACM shall  instruct in writing the Indenture  Trustee to pay to
               it from funds in the Capitalized  Interest  Account the excess of
               the  amount  on  deposit  therein  over the  recomputed  Interest
               Coverage Amount.

(d)            Upon the earlier of (i)  termination  of the Trust  Agreement  in
               accordance  with  Section  8.01 thereof and (ii) the Payment Date
               following the end of the Pre-Funding Period, any amount remaining
               on deposit in the Capitalized Interest Account shall be withdrawn
               by the Indenture Trustee and paid to GMACM.

                                       24
<PAGE>

Section 3.20   Reserve Sub-Account.

        On or after the Closing Date, the Indenture  Trustee shall establish and
maintain a sub-account  within the Funding Account (the "Reserve  Sub-Account").
On each  Business Day  following  each  Determination  Date,  the  Servicer,  in
accordance with the requirements of Sections 3.05(a), 3.05(b) and 3.05(c) of the
Indenture,  shall  determine  the  amount,  if any,  to be  withdrawn  from  the
Custodial Account and deposited into the Reserve Sub-Account.  From time to time
withdrawals shall be made from the Reserve  Sub-Account by the Indenture Trustee
in the amounts and for the purposes set forth in Sections  3.05(a),  3.05(b) and
3.05(c) of the Indenture.  In addition,  if a Funding Event has occurred  during
the Managed  Amortization  Period, any amount in the Reserve  Sub-Account may be
applied to  purchase  Subsequent  Mortgage  Loans in the manner set forth in the
Purchase Agreement.  Funds on deposit in the Reserve Sub-Account may be invested
in Permitted Investments in accordance with Section 3.18(b) hereof.

     Section  3.21   Enforcement   of   Due-on-Sale   Clauses;   Assumption  and
Modification Agreements; Certain Assignments.

(a)            When any  Mortgaged  Property is conveyed by the  Mortgagor,  the
               Servicer or  Subservicer,  to the extent it has knowledge of such
               conveyance, shall enforce any due-on-sale clause contained in any
               Loan  Agreement  or  Mortgage,  to  the  extent  permitted  under
               applicable  law and  governmental  regulations,  but  only to the
               extent  that  such  enforcement  will  not  adversely  affect  or
               jeopardize   coverage  under  any  Required   Insurance   Policy.
               Notwithstanding the foregoing:

(i)            the  Servicer  shall not be deemed to be in  default  under  this
               Section 3.21(a) by reason of any transfer or assumption which the
               Servicer is restricted by law from preventing; and

(ii)           if the Servicer  determines that it is reasonably likely that any
               Mortgagor  will bring,  or if any  Mortgagor  does  bring,  legal
               action to declare  invalid or otherwise  avoid  enforcement  of a
               due-on-sale  clause  contained in any Loan Agreement or Mortgage,
               the  Servicer  shall not be required  to enforce the  due-on-sale
               clause or to contest such action.

          (b)  Subject to the Servicer's duty to enforce any due-on-sale  clause
               to the extent set forth in Section 3.21(a),  in any case in which
               a  Mortgaged  Property  is  to  be  conveyed  to  a  Person  by a
               Mortgagor,  and such  Person is to enter  into an  assumption  or
               modification  agreement or  supplement  to the Loan  Agreement or
               Mortgage which  requires the signature of the Indenture  Trustee,
               or if an instrument of release signed by the Indenture Trustee is
               required  releasing the Mortgagor  from liability on the Mortgage
               Loan, the Servicer is authorized,  subject to the requirements of
               the sentence next following, to execute and deliver, on behalf of
               the Indenture Trustee,  the assumption  agreement with the Person
               to  whom  the  Mortgaged  Property  is to be  conveyed  and  such
               modification  agreement or  supplement  to the Loan  Agreement or
               Mortgage or other  instruments  as are reasonable or necessary to
               carry  out  the  terms  of the  Loan  Agreement  or  Mortgage  or
               otherwise   to  comply  with  any   applicable   laws   regarding
               assumptions  or the  transfer of the  Mortgaged  Property to such
               Person.  The Servicer  shall  execute and deliver such  documents
               only if it  reasonably  determines  that  (i) its  execution  and
               delivery  thereof will not conflict  with or violate any terms of
               this  Agreement  or cause the unpaid  balance and interest on the
               Mortgage Loan to be  uncollectible  in whole or in part, (ii) any


                                       25
<PAGE>

               required  consents  of  insurers  under  any  Required  Insurance
               Policies have been  obtained and (iii)  subsequent to the closing
               of the transaction  involving the assumption or transfer (A) such
               transaction  will not  adversely  affect the  coverage  under any
               Required  Insurance  Policies,  (B) the Mortgage  Loan will fully
               amortize over the remaining term thereof, (C) no material term of
               the Mortgage  Loan  (including  the interest rate on the Mortgage
               Loan) will be altered nor will the term of the  Mortgage  Loan be
               changed  and  (D)  if  the  seller/transferor  of  the  Mortgaged
               Property is to be released from  liability on the Mortgage  Loan,
               such release will not (based on the  Servicer's or  Subservicer's
               good faith determination)  adversely affect the collectability of
               the Mortgage Loan. Upon receipt of appropriate  instructions from
               the Servicer in  accordance  with the  foregoing,  the  Indenture
               Trustee  shall  execute  any  necessary   instruments   for  such
               assumption or substitution of liability as directed in writing by
               the Servicer.  Upon the closing of the transactions  contemplated
               by such documents, the Servicer shall cause the originals or true
               and correct copies of the assumption  agreement,  the release (if
               any), or the  modification or supplement to the Loan Agreement or
               Mortgage  to  be  delivered  to  the  Indenture  Trustee  or  the
               Custodian and deposited  with the Mortgage File for such Mortgage
               Loan.   Any  fee  collected  by  the  Servicer  or  such  related
               Subservicer  for entering into an assumption or  substitution  of
               liability  agreement  will be  retained  by the  Servicer or such
               Subservicer as additional servicing compensation.

                                   ARTICLE IV

                              Servicing Certificate

Section 4.01   Statements to Securityholders.
               -----------------------------

          (a)  With respect to each Payment  Date, on the Business Day following
               the related  Determination  Date,  the Servicer shall forward the
               Servicing Certificate to the Indenture Trustee, and the Indenture
               Trustee,  pursuant to Section 3.26 of the  Indenture,  shall make
               such Servicing Certificate  available to each  Certificateholder,
               each   Noteholder,   the  Depositor,   the  Owner  Trustee,   the
               Certificate  Paying Agent and each Rating Agency,  with a copy to
               the  Enhancer.  The  Servicing  Certificate  shall  set forth the
               following  information as to the Notes and  Certificates,  to the
               extent applicable:

(i)                   the  aggregate  amount of (a)  Interest  Collections,  (b)
                      Principal  Collections  (and,  with respect to any Payment
                      Date  relating to the  Managed  Amortization  Period,  Net
                      Principal  Collections)  and (c)  Substitution  Adjustment
                      Amounts for such Collection Period;

                                       26
<PAGE>

(ii)                  the  amount  of  such  distribution  as  principal  to the
                      Noteholders of each Class of Notes;

(iii)                 the  amount  of  such  distribution  as  interest  to  the
                      Noteholders of each Class of Notes, the amount thereof, if
                      any, payable in respect of unpaid Interest Shortfalls, and
                      the  amount of any  Interest  Shortfalls  for the  related
                      Payment Date;

(iv)                  each Policy Draw Amount, if any, for such Payment Date and
                      the  aggregate   amount  of  prior  draws  on  the  Policy
                      thereunder not yet reimbursed;

(v)                   the amount of such distribution to the Certificateholders;

(vi)                  the  amount  of any  Additional  Balance  Increase  Amount
                      payable to the Certificateholders;

(vii)                 the aggregate  Principal  Balance of the Mortgage Loans as
                      of the end of the preceding Collection Period;

(viii)                the number and  aggregate  Principal  Balances of Mortgage
                      Loans  (a) as to which  the  Minimum  Monthly  Payment  is
                      delinquent  for  30-59  days,  60-89  days,  90-119  days,
                      120-149  days  and  150-179  days,  respectively,  (b) the
                      related  Mortgaged  Property of which has been  foreclosed
                      upon and (c) as to which the  related  Mortgaged  Property
                      has become REO Property, in each case as of the end of the
                      preceding Collection Period; provided,  however, that such
                      information  shall  not  be  provided  on  the  statements
                      relating to the first Payment Date;

(ix)                  the number and  aggregate  Principal  Balance of  Mortgage
                      Loans  repurchased  pursuant  to  Section  3.15(a)  herein
                      during such Collection Period;

(x)                   the Net WAC Rate for the related Collection Period;

(xi)                  prior  to the  second  Determination  Date  following  the
                      commencement  of  the  Rapid   Amortization   Period,  the
                      aggregate amount of Additional Balances created during the
                      previous  Collection  Period  and  conveyed  to the Issuer
                      prior  to the  commencement  of  such  Rapid  Amortization
                      Period;

(xii)                 the aggregate Liquidation Loss Amounts with respect to the
                      related  Collection  Period,  the  amount  distributed  as
                      principal to Noteholders  in respect of  Liquidation  Loss
                      Amounts and the aggregate of the Liquidation  Loss Amounts
                      (minus  any  Subsequent  Net  Recovery  Amounts)  from all
                      Collection  Periods to date expressed as dollar amount and
                      as a percentage  of the aggregate  Cut-Off Date  Principal
                      Balances of the Mortgage Loans;

                                       27
<PAGE>

(xiii)                the aggregate  Note Balance of each Class of Notes and the
                      Certificate  Balance  of each  Class  of the  Certificates
                      after giving  effect to the  distribution  of principal on
                      such Payment Date;

(xiv)                 the balance of the Pre-Funding  Account,  Funding Account,
                      the Reserve  Sub-Account and Capitalized  Interest Account
                      as of the end of the preceding Collection Period;

(xv)                  the  Percentage   Interest   applicable  to  each  of  the
                      Securities,  after  application  of payments  made on such
                      Payment Date;

(xvi)                 the  Overcollateralization  Amount  as of  the  end of the
                      preceding Collection Period; and

(xvii)                the aggregate  Principal  Balance of  Subsequent  Mortgage
                      Loans transferred to the Trust Estate.

        In the case of information  furnished pursuant to clauses (ii) and (iii)
above,  the amounts shall be expressed as an aggregate dollar amount per Note or
Certificate, as applicable, with a $25,000 denomination and per Certificate with
a denomination equal to a 100% Percentage Interest.

        If a Rapid Amortization Event or a Servicing Default shall occur, on the
Business Day  following  the related  Determination  Date,  the  Servicer  shall
forward to the  Indenture  Trustee,  a statement to such effect,  including  the
nature  of  such  Rapid  Amortization  Event  or  Servicing  Default.  Upon  the
Servicer's  becoming aware of any Early  Amortization  Event, the Servicer shall
forward to the Indenture  Trustee and the Enhancer,  a statement to such effect,
including the nature of such Early  Amortization  Event. The Indenture  Trustee,
pursuant  to  Section  3.26 of the  Indenture,  shall  deliver  or  cause  to be
delivered by mail to each Certificateholder,  each Noteholder, the Enhancer, the
Depositor,  the Owner  Trustee,  the  Certificate  Paying  Agent and each Rating
Agency,  notice of such Rapid  Amortization  Event,  Early Amortization Event or
Servicing Default, including, the nature thereof. Such statement may be included
in, or separate from, the regular statement sent to Securityholders.

        The Indenture  Trustee will make the Servicing  Certificate (and, at its
option,  any additional  files containing the same information in an alternative
format)  available  each  month to  Securityholders,  and other  parties to this
Agreement via the Indenture Trustee's internet website.  The Indenture Trustee's
internet website shall initially be located at "www.ctslink.com".  Assistance in
using the website can be obtained by calling the  Indenture  Trustee's  customer
service  desk at (301)  815-6600.  Parties  that  are  unable  to use the  above
distribution  options are entitled to have a paper copy mailed to them via first
class mail by  calling  the  customer  service  desk and  indicating  such.  The
Indenture  Trustee  shall  have the right to change  the way the  statements  to
Securityholders  are  distributed  in  order  to  make  such  distribution  more
convenient and/or more accessible to the above parties and the Indenture Trustee
shall provide timely and adequate  notification  to all above parties  regarding
any such  changes.  The  Indenture  Trustee  may  require  registration  and the
acceptance of a disclaimer in connection with access to its website.

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<PAGE>

(b) The Servicer  shall forward to the Indenture  Trustee any other  information
reasonably  requested by the Indenture Trustee  necessary to make  distributions
pursuant to Section 3.05 of the Indenture. Prior to the close of business on the
Business Day next succeeding each Determination Date, the Servicer shall furnish
a written  statement to the Certificate  Paying Agent and the Indenture  Trustee
setting forth the aggregate  amounts required to be withdrawn from the Custodial
Account and the Reserve Sub-Account and deposited into the Note Payment Account,
Reserve Sub-Account, Funding Account and/or Distribution Account on the Business
Day  preceding  the  related   Payment  Date  pursuant  to  Section  3.03.   The
determination  by the Servicer of such amounts shall,  in the absence of obvious
error, be deemed to be presumptively correct for all purposes hereunder, and the
Owner Trustee and the  Indenture  Trustee shall be protected in relying upon the
same  without any  independent  check or  verification.  In  addition,  upon the
Issuer's written  request,  the Servicer shall promptly furnish such information
reasonably  requested by the Issuer that is reasonably available to the Servicer
to enable the Issuer to  perform  its  federal  and state  income tax  reporting
obligations.

(c) If the Note Balance of the Variable Pay Revolving  Notes is to be reduced on
any Payment Date pursuant to the terms of the Indenture, the Servicer shall, not
later than 12:00 Noon (New York time) on the second  Business  Day prior to such
Payment Date,  deliver a written notice to the  Administrative  Agent specifying
the amount of such reduction.

Section 4.02   Tax Returns and 1934 Act Reports

(a)            The Servicer will act as the Tax Matters Partner or the agent for
               the Tax  Matters  Partner  pursuant to the Trust  Agreement.  The
               Servicer  agrees to perform the  obligations  of the Servicer set
               forth in Section 5.03 of the Trust  Agreement.  The Servicer will
               prepare  and file or cause to be  prepared  and filed all tax and
               information returns of the Trust Estate.

(b)            The  Servicer  shall  prepare  all reports on behalf of the Trust
               Estate,  including, but not limited to, all Forms 8-K, Forms 10-K
               and,  when  applicable,  a Form 15 that are  required  under  the
               Securities  Exchange Act of 1934, as amended.  The Servicer shall
               continue to file all Forms 8-K and Forms 10-K with respect to the
               Trust  Estate  until  directed  by the  Depositor  in  writing to
               discontinue such filings.

                                   ARTICLE V

                              Note Payment Account

Section 5.01 Note Payment  Account.  The Indenture  Trustee shall  establish and
maintain an Eligible  Account  entitled  "Wells Fargo Bank  Minnesota,  N.A., as
Indenture  Trustee,  for the  benefit of the  Securityholders,  the  Certificate
Paying Agent and the Enhancer,  pursuant to the Indenture, dated as of March 26,
2003,  between  GMACM Home  Equity  Loan  Trust  2003-HE1  and Wells  Fargo Bank
Minnesota,  N.A." (the "Note Payment Account"). On each Payment Date, amounts on
deposit  in the Note  Payment  Account  shall be  distributed  by the  Indenture
Trustee in  accordance  with Section  3.05 of the  Indenture.  In addition,  the
Indenture  Trustee shall deposit in the Note Payment Account,  the amount of any
Advance  received from the holder of a Variable Pay Revolving Note in accordance
with Section 2.03 of the Indenture,  or the proceeds of the sale and issuance of
a Variable Pay Revolving Note issued pursuant to the Indenture after the Closing
Date, to be applied as a distribution  of principal of the related Class of Term


                                       29
<PAGE>

Notes on its respective Targeted Final Payment Date. The Indenture Trustee shall
invest or cause the  institution  maintaining the Note Payment Account to invest
the funds therein in Permitted  Investments  selected in writing by the Servicer
and designated in the name of the Indenture  Trustee,  which  investments  shall
mature not later than the  Business  Day next  preceding  the Payment  Date next
following  the  date of such  investment  (except  that  any  investment  in the
institution with which the Note Payment Account is maintained may mature on such
Payment  Date and  shall  not be sold or  disposed  of prior  to  maturity).  In
addition,  no such Permitted  Investment shall be purchased at a price in excess
of par. All income and gain realized from any such  investment  shall be for the
benefit of the  Servicer  and shall be subject to its  withdrawal  or order from
time to  time.  The  amount  of any  losses  incurred  in  respect  of any  such
investments  shall be deposited in the Note Payment  Account by the Servicer out
of its own funds immediately as realized.

                                   ARTICLE VI

                                  The Servicer

Section  6.01  Liability  of the  Servicer.  The  Servicer  shall be  liable  in
accordance herewith only to the extent of the obligations  specifically  imposed
upon and undertaken by the Servicer herein.

Section 6.02 Merger or  Consolidation  of, or Assumption of the  Obligations of,
the Servicer. Any corporation into which the Servicer may be merged or converted
or with which it may be  consolidated,  or any  corporation  resulting  from any
merger,  conversion or  consolidation to which the Servicer shall be a party, or
any  corporation  succeeding  to the  business  of the  Servicer,  shall  be the
successor  of the  Servicer  hereunder,  without the  execution or filing of any
paper or any  further  act on the part of any of the  parties  hereto,  anything
herein to the contrary notwithstanding.

        The  Servicer  may  assign  its  rights  and  delegate  its  duties  and
obligations  under this  Agreement;  provided,  that the Person  accepting  such
assignment or delegation  shall be a Person qualified to service mortgage loans,
is  reasonably  satisfactory  to the  Enhancer  (provided,  that such consent to
assignment may not be unreasonably withheld), is willing to service the Mortgage
Loans and executes  and delivers to the Issuer (with a copy to the  Enhancer) an
agreement,  in form and substance reasonably  satisfactory to the Enhancer, that
contains an  assumption by such Person of the due and punctual  performance  and
observance  of each  covenant  and  condition to be performed or observed by the
Servicer under this Agreement;  and provided further,  that no Rating Event will
occur as a result of such assignment and delegation (as evidenced by a letter to
such  effect from each  Rating  Agency),  if  determined  without  regard to the
Policy; and provided further, that the Owner Trustee shall receive an Opinion of
Counsel to the effect  that such  assignment  or  delegation  will not cause the
Issuer  to be  treated  as an  association  (or a  publicly-traded  partnership)
taxable as a corporation for federal income tax purposes.

                                       30
<PAGE>

Section 6.03  Limitation  on  Liability of the Servicer and Others.  Neither the
Servicer  nor any of the  directors  or officers or  employees  or agents of the
Servicer  shall be under any  liability to the Issuer,  the Owner  Trustee,  the
Indenture Trustee or the  Securityholders for any action taken or for refraining
from  the  taking  of any  action  in good  faith  pursuant  to this  Agreement;
provided,  however,  that this  provision  shall not protect the Servicer or any
such Person against any liability  that would  otherwise be imposed by reason of
its willful misfeasance, bad faith or gross negligence in the performance of its
duties  hereunder or by reason of its reckless  disregard of its obligations and
duties hereunder.  The Servicer and any director or officer or employee or agent
of the  Servicer  may rely in good faith on any document of any kind prima facie
properly  executed and submitted by any Person  respecting  any matters  arising
hereunder.  The Servicer  and any  director,  officer,  employee or agent of the
Servicer shall be indemnified by the Issuer and held harmless  against any loss,
liability or expense  incurred in connection  with any legal action  relating to
this Agreement or the Securities, including any amount paid to the Owner Trustee
or the  Indenture  Trustee  pursuant  to Section  6.06(b),  other than any loss,
liability or expense  related to any specific  Mortgage  Loan or Mortgage  Loans
(except as any such loss,  liability or expense shall be otherwise  reimbursable
pursuant  to this  Agreement)  and any loss,  liability  or expense  incurred by
reason  of its  willful  misfeasance,  bad  faith  or  gross  negligence  in the
performance  of its duties  hereunder or by reason of its reckless  disregard of
its  obligations  and  duties  hereunder.  The  Servicer  shall not be under any
obligation  to appear  in,  prosecute  or defend  any legal  action  that is not
incidental to its duties to service the Mortgage  Loans in accordance  with this
Agreement,  and that in its opinion may involve it in any expense or  liability;
provided,  however,  that the Servicer may in its sole discretion  undertake any
such  action  that  it may  deem  necessary  or  desirable  in  respect  of this
Agreement,  the rights and duties of the parties hereto and the interests of the
Securityholders.  In such event, the reasonable legal expenses and costs of such
action  and any  liability  resulting  therefrom  shall be  expenses,  costs and
liabilities  of the Issuer,  and the Servicer shall be entitled to be reimbursed
therefor.  The Servicer's right to indemnity or  reimbursement  pursuant to this
Section  6.03 shall  survive any  resignation  or  termination  of the  Servicer
pursuant to Section 6.04 or 7.01 with respect to any losses,  expenses, costs or
liabilities  arising prior to such  resignation or termination  (or arising from
events that occurred prior to such resignation or termination).

Section 6.04 Servicer Not to Resign.  Subject to the provisions of Section 6.02,
the Servicer shall not resign from the  obligations and duties hereby imposed on
it except (a) upon  determination  that the  performance  of its  obligations or
duties  hereunder  are no  longer  permissible  under  applicable  law or are in
material conflict by reason of applicable law with any other activities  carried
on by it or its subsidiaries or Affiliates, the other activities of the Servicer
so causing such a conflict being of a type and nature carried on by the Servicer
or its  subsidiaries  or  Affiliates  at the date of this  Agreement or (b) upon
satisfaction of the following conditions: (i) the Servicer shall have proposed a
successor  servicer to the Issuer and the Indenture  Trustee in writing and such
proposed  successor  servicer  is  reasonably  acceptable  to  the  Issuer,  the
Indenture Trustee and the Enhancer; (ii) each Rating Agency shall have delivered
a letter to the Issuer,  the Enhancer  and the  Indenture  Trustee  prior to the
appointment of the successor  servicer stating that the proposed  appointment of
such successor  servicer as Servicer hereunder will not cause a Rating Event, if
determined  without  regard to the  Policy;  and (iii) such  proposed  successor
servicer is reasonably  acceptable to the Enhancer,  as evidenced by a letter to
the  Issuer  and  the  Indenture  Trustee;  provided,   however,  that  no  such
resignation by the Servicer shall become effective until such successor servicer
or, in the case of (a) above, the Indenture Trustee,  as pledgee of the Mortgage
Loans,  shall have  assumed  the  Servicer's  responsibilities  and  obligations


                                       31
<PAGE>

hereunder or the Indenture Trustee, as pledgee of the Mortgage Loans, shall have
designated  a successor  servicer in  accordance  with  Section  7.02.  Any such
resignation  shall not relieve the  Servicer  of  responsibility  for any of the
obligations  specified in Sections 7.01 and 7.02 as obligations that survive the
resignation or termination of the Servicer.  Any such  determination  permitting
the  resignation  of the Servicer shall be evidenced by an Opinion of Counsel to
such effect delivered to the Indenture Trustee and the Enhancer.

Section  6.05  Delegation  of Duties.  In the ordinary  course of business,  the
Servicer at any time may  delegate  any of its duties  hereunder  to any Person,
including  any  of its  Affiliates,  that  agrees  to  conduct  such  duties  in
accordance with standards  comparable to those with which the Servicer  complies
pursuant to Section 3.01. Such delegation  shall not relieve the Servicer of its
liabilities  and  responsibilities  with  respect  to such  duties and shall not
constitute a resignation within the meaning of Section 6.04.

     Section 6.06 Payment of Indenture  Trustee's and Owner  Trustee's  Fees and
Expenses; Indemnification.

          (a)  After the Closing Date, the Servicer  covenants and agrees to pay
               to the Owner Trustee, the Indenture Trustee and any co-trustee of
               the Indenture Trustee or the Owner Trustee from time to time, and
               the Owner Trustee,  the Indenture Trustee and any such co-trustee
               shall be entitled to, reasonable compensation (which shall not be
               limited by any provision of law in regard to the  compensation of
               a trustee of an express  trust and, in the case of the  Indenture
               Trustee, for so long as GMAC Mortgage Corporation is the Servicer
               shall  be as  set  forth  in the  letter  agreement  between  the
               Indenture  Trustee and the  Servicer  dated as of March 26, 2003)
               for all services rendered by each of them in the execution of the
               trusts created under the Trust Agreement and the Indenture and in
               the  exercise  and  performance  of any of the  powers and duties
               under the Trust  Agreement or the Indenture,  as the case may be,
               of the Owner Trustee,  the Indenture  Trustee and any co-trustee,
               and the Servicer will pay or reimburse the Indenture  Trustee and
               any  co-trustee   upon  request  for  all  reasonable   expenses,
               disbursements  and  advances  incurred  or made by the  Indenture
               Trustee  or  any  co-trustee  in  accordance   with  any  of  the
               provisions  of  this  Agreement,   the  Indenture  or  the  Trust
               Agreement except any such expense, disbursement or advance as may
               arise from its negligence,  willful  misfeasance or bad faith. In
               addition,   the  Indenture   Trustee  shall  be  entitled  to  be
               reimbursed from the Servicer for all reasonable  costs associated
               with the  transfer of  servicing  from the  predecessor  servicer
               pursuant   to  Section   7.02   hereunder,   including,   without
               limitation,  any reasonable costs or expenses associated with the
               complete  transfer  of all  servicing  data  and the  completion,
               correction  or  manipulation  of  such  servicing  data as may be
               required  by the  Indenture  Trustee  to  correct  any  errors or
               insufficiencies  in the servicing data or otherwise to enable the
               Indenture  Trustee to service the  Mortgage  Loans  properly  and
               effectively.

          (b)  The Servicer  agrees to indemnify the  Indenture  Trustee and the
               Owner  Trustee  for,  and to hold the  Indenture  Trustee and the
               Owner Trustee,  as the case may be, harmless  against,  any loss,
               liability or expense  incurred without  negligence,  bad faith or


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<PAGE>

               willful  misconduct on the part of the  Indenture  Trustee or the
               Owner  Trustee,  as the  case  may  be,  arising  out  of,  or in
               connection with, the acceptance and  administration of the Issuer
               and  the  assets  thereof,   including  the  costs  and  expenses
               (including  reasonable  legal fees and expenses) of defending the
               Indenture  Trustee  or the  Owner  Trustee,  as the  case may be,
               against any claim in connection  with the exercise or performance
               of any of its powers or duties under any Basic Document; provided
               that:

(i)                   with respect to any such claim,  the Indenture  Trustee or
                      Owner  Trustee,  as the case may be,  shall have given the
                      Servicer   written  notice  thereof   promptly  after  the
                      Indenture  Trustee or Owner  Trustee,  as the case may be,
                      shall have actual knowledge thereof;

(ii)                  while  maintaining  control  over  its  own  defense,  the
                      Issuer,  the Indenture  Trustee or Owner  Trustee,  as the
                      case may be, shall  cooperate  and consult  fully with the
                      Servicer in preparing such defense; and

(iii)                 notwithstanding   anything  in  this   Agreement   to  the
                      contrary,  the Servicer shall not be liable for settlement
                      of  any  claim  by the  Indenture  Trustee  or  the  Owner
                      Trustee,  as the case may be,  entered  into  without  the
                      prior consent of the Servicer.

No  termination  of this  Agreement or  resignation  or removal of the Indenture
Trustee  shall  affect  the  obligations  created  by this  Section  6.06 of the
Servicer to indemnify  the  Indenture  Trustee and the Owner  Trustee  under the
conditions and to the extent set forth herein.

        Notwithstanding  the  foregoing,  the  indemnification  provided  by the
Servicer in this  Section  6.06(b)  shall not pertain to any loss,  liability or
expense of the Indenture  Trustee or the Owner Trustee,  including the costs and
expenses of defending itself against any claim,  incurred in connection with any
actions taken by the Indenture  Trustee or the Owner Trustee at the direction of
the Noteholders or Certificateholders, as the case may be, pursuant to the terms
of this Agreement.

                                  ARTICLE VII

                                     Default

Section 7.01   Servicing Default.

(a) If a Servicing  Default shall occur and be  continuing,  then,  and in every
such case,  so long as a Servicing  Default  shall not have been remedied by the
Servicer, either the Issuer, the Indenture Trustee, upon actual knowledge of the
occurrence of a Servicing  Default and with the consent of the Enhancer,  or the
Enhancer,  by notice then given in writing to the  Servicer,  the Issuer and the
Indenture  Trustee,  may  terminate  all of the  rights and  obligations  of the
Servicer  as  servicer  under  this  Agreement  other  than its right to receive
servicing  compensation  and expenses for servicing the Mortgage Loans hereunder
during any period  prior to the date of such  termination,  and the Issuer,  the
Enhancer  or the  Indenture  Trustee  (with the  consent of the  Enhancer),  may
exercise any and all other remedies  available at law or equity. Any such notice
to the Servicer shall also be given to each Rating Agency,  the Enhancer and the
Issuer.  On or after the receipt by the  Servicer of such  written  notice,  all
authority and power of the Servicer under this  Agreement,  whether with respect
to the  Securities  or the  Mortgage  Loans or  otherwise,  shall pass to and be


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<PAGE>

vested in the Indenture  Trustee,  subject to Section 7.02 hereof, as pledgee of
the  Mortgage  Loans,  pursuant to and under this  Section  7.01;  and,  without
limitation,  the Indenture Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Servicer,  as  attorney-in-fact or otherwise,  any
and all documents and other instruments,  and to do or accomplish all other acts
or things  necessary  or  appropriate  to effect the  purposes of such notice of
termination,  whether to complete the transfer and  endorsement of each Mortgage
Loan and related documents, or otherwise.  The Servicer agrees to cooperate with
the Issuer, the Enhancer and Indenture Trustee, as the case may be, in effecting
the termination of the  responsibilities  and rights of the Servicer  hereunder,
including,  without  limitation,  the transfer to the Indenture  Trustee for the
administration  by it of all cash amounts  relating to the  Mortgage  Loans that
shall  at the  time be held by the  Servicer  and to be  deposited  by it in the
Custodial Account,  or that have been deposited by the Servicer in the Custodial
Account or  thereafter  received by the  Servicer  with  respect to the Mortgage
Loans,  the recordation of Assignments of Mortgages to the Indenture  Trustee if
MERS is not the mortgagee of a Mortgage  Loan,  and the delivery of the Mortgage
Files in its  possession  to the Indenture  Trustee.  All  reasonable  costs and
expenses (including, but not limited to, attorneys' fees) incurred in connection
with amending this Agreement to reflect such succession as Servicer  pursuant to
this  Section  7.01  shall  be  paid  by  the  predecessor  Servicer  (or if the
predecessor  Servicer  is the  Indenture  Trustee,  the initial  Servicer)  upon
presentation of reasonable documentation of such costs and expenses.

(b) Notwithstanding any termination of the activities of the Servicer hereunder,
the  Servicer  shall be  entitled to receive,  out of any late  collection  of a
payment on a Mortgage  Loan  which was due prior to the notice  terminating  the
Servicer's rights and obligations hereunder and received after such notice, that
portion to which the Servicer would have been entitled pursuant to Sections 3.03
and 3.09 as well as its Servicing Fee in respect thereof,  and any other amounts
payable to the Servicer  hereunder the  entitlement  to which arose prior to the
termination of its activities hereunder.

        Notwithstanding  the  foregoing,  a delay in or failure  of  performance
under  clause (i) or (ii) of the  definition  of  Servicing  Default,  after the
applicable  grace periods  specified  therein,  shall not constitute a Servicing
Default if such delay or  failure  could not be  prevented  by the  exercise  of
reasonable  diligence by the Servicer and such delay or failure was caused by an
act of God or the public  enemy,  acts of declared  or  undeclared  war,  public
disorder,  rebellion  or  sabotage,  epidemics,  landslides,   lightning,  fire,
hurricanes,  earthquakes, floods or similar causes. The preceding sentence shall
not relieve the Servicer from using reasonable efforts to perform its respective
obligations in a timely manner in accordance  with the terms of this  Agreement.
The  Servicer  shall  provide  the  Indenture  Trustee,  the  Enhancer  and  the
Securityholders  with notice of any such failure or delay by it, together with a
description  of its efforts to so perform its  obligations.  The Servicer  shall
immediately notify the Indenture Trustee, the Enhancer and the Issuer in writing
of any Servicing Default.

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<PAGE>

Section 7.02   Indenture Trustee to Act; Appointment of Successor.
               --------------------------------------------------

          (a)  On  and  after  the  time  the  Servicer  receives  a  notice  of
               termination  pursuant to Section 7.01 or sends a notice  pursuant
               to Section 6.04, the Indenture Trustee as pledgee of the Mortgage
               Loans shall itself  become,  or shall appoint an affiliate of the
               Indenture  Trustee to become the successor in all respects to the
               Servicer in its capacity as servicer under this Agreement and the
               transactions   set  forth  or  provided   for  herein  and  shall
               immediately assume all of the obligations of the Servicer to make
               advances on  Mortgage  Loans  under  Section  3.02(b) and will be
               subject to all other  responsibilities,  duties  and  liabilities
               relating  thereto  placed  on  the  Servicer  by  the  terms  and
               provisions  hereof as soon as practicable,  but in no event later
               than  90 days  after  the  Indenture  Trustee  becomes  successor
               servicer.  During such 90 day period, the Indenture Trustee, with
               the  consent of the  Enhancer,  may require  the  Servicer  being
               terminated to continue to perform such servicing responsibilities
               (other than making  advances on the Mortgage  Loans under Section
               3.02(b)) as the  Indenture  Trustee  deems  appropriate.  In such
               event,  the Servicer being terminated shall provide such services
               as directed by the  Indenture  Trustee  until the earliest of the
               date the Indenture  Trustee notifies such Servicer to discontinue
               providing such services,  the date on which a successor  servicer
               or the Indenture Trustee has assumed all responsibilities, duties
               and  liabilities  of the Servicer  hereunder or the expiration of
               the  90  day  period.  The  Servicer  shall  be  entitled  to the
               Servicing  Fee hereunder for any period during which the Servicer
               is obligated to provide such services as if no termination of the
               Servicer had occurred.  Nothing in this Agreement or in the Trust
               Agreement  shall be construed to permit or require the  Indenture
               Trustee  to (i)  succeed  to  the  responsibilities,  duties  and
               liabilities  of the initial  Servicer  in its  capacity as Seller
               under the Purchase Agreement,  (ii) be responsible or accountable
               for any act or omission of the Servicer  prior to the issuance of
               a notice of termination hereunder,  (iii) require or obligate the
               Indenture  Trustee,  in its  capacity as successor  Servicer,  to
               purchase,  repurchase or substitute any Mortgage Loan,  (iv) fund
               any  Additional  Balances with respect to any Mortgage  Loan, (v)
               fund any losses on any Permitted Investment directed by any other
               Servicer,  or (vi) be  responsible  for the  representations  and
               warranties  of  the  Servicer.  As  compensation   therefor,  the
               Indenture  Trustee shall be entitled to such  compensation as the
               Servicer  would have been entitled to hereunder if no such notice
               of termination had been given.  Notwithstanding the foregoing, if
               the  Indenture  Trustee  is (x)  unwilling  to  act as  successor
               Servicer  itself or to appoint an affiliate  to become  successor
               Servicer,  or (y) legally unable so to act, the Indenture Trustee
               as pledgee of the Mortgage Loans may (in the situation  described
               in clause  (x)) or shall (in the  situation  described  in clause
               (y))  appoint or petition a court of  competent  jurisdiction  to
               appoint any  established  housing and home  finance  institution,
               bank or other  mortgage loan  servicer  having a net worth of not
               less than $10,000,000 as the successor to the Servicer  hereunder
               in the  assumption  of all or any  part of the  responsibilities,
               duties or liabilities of the Servicer hereunder;  provided,  that
               any such successor  Servicer shall be acceptable to the Enhancer,
               as evidenced  by the  Enhancer's  prior  written  consent,  which
               consent shall not be unreasonably withheld; and provided further,
               that the  appointment  of any such  successor  Servicer  will not
               result in a Rating  Event,  if determined  without  regard to the
               Policy.  Pending  appointment  of a  successor  to  the  Servicer
               hereunder, unless the Indenture Trustee is prohibited by law from
               so acting,  the Indenture  Trustee itself shall act or appoint an
               affiliate  to  act  in  such  capacity  as  provided   above.  In
               connection with such  appointment  and assumption,  the successor
               shall be  entitled  to receive  compensation  out of  payments on


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<PAGE>

               Mortgage  Loans in an amount equal to the  compensation  that the
               Servicer would  otherwise have received  pursuant to Section 3.09
               (or such other  compensation  as the  Indenture  Trustee and such
               successor shall agree).  The appointment of a successor  Servicer
               shall not affect any liability of the  predecessor  Servicer that
               may have arisen under this Agreement  prior to its termination as
               Servicer  (including  the  obligation to purchase  Mortgage Loans
               pursuant  to  Section  3.01,  to  pay  any  deductible  under  an
               insurance  policy  pursuant to Section 3.04 or to  indemnify  the
               Indenture  Trustee  pursuant  to  Section  6.06),  nor  shall any
               successor  Servicer  be liable for any acts or  omissions  of the
               predecessor Servicer or for any breach by such Servicer of any of
               its  representations  or  warranties  contained  herein or in any
               related  document or agreement.  The  Indenture  Trustee and such
               successor shall take such action,  consistent with this Agreement
               and the  requirements  (including  any  notice  requirements)  of
               applicable  law, as shall be  necessary  to  effectuate  any such
               succession. Notwithstanding the foregoing, the Indenture Trustee,
               in its capacity as successor  Servicer,  shall not be responsible
               for the  lack of  information  and/or  documents  that it  cannot
               obtain  through  reasonable  efforts  or for  failing to take any
               action  that the  Indenture  Trustee is legally  prohibited  from
               taking by applicable law.

          (b)  Any successor,  including the Indenture Trustee,  to the Servicer
               as servicer  shall  during its term as Servicer  (i)  continue to
               service and  administer the Mortgage Loans for the benefit of the
               Securityholders,  (ii)  maintain in force a policy or policies of
               insurance covering errors and omissions in the performance of its
               obligations as Servicer  hereunder and a fidelity bond in respect
               of its  officers,  employees and agents to the same extent as the
               Servicer  is so required  pursuant  to Section  3.13 and (iii) be
               bound by the terms of the Insurance Agreement.

(c)            Any successor  Servicer,  including the Indenture Trustee,  shall
               not be deemed in default or to have breached its duties hereunder
               if the  predecessor  Servicer  shall fail to deliver any required
               deposit to the Custodial Account or otherwise  cooperate with any
               required servicing transfer or succession hereunder.

          (d)  In connection with the termination or resignation of the Servicer
               hereunder,  either  (i) the  successor  Servicer,  including  the
               Indenture Trustee if the Indenture Trustee is acting as successor
               Servicer, shall represent and warrant that it is a member of MERS
               in good  standing  and  shall  agree to  comply  in all  material
               respects with the rules and procedures of MERS in connection with
               the  servicing of the  Mortgage  Loans that are  registered  with
               MERS, in which case the predecessor Servicer shall cooperate with
               the  successor  Servicer in causing MERS to revise its records to
               reflect the transfer of servicing  to the  successor  Servicer as
               necessary  under  MERS'  rules  and  regulations,   or  (ii)  the
               predecessor  Servicer shall cooperate with the successor Servicer
               in causing MERS to execute and deliver an  assignment of Mortgage
               in  recordable  form to transfer  the  Mortgage  from MERS to the
               Indenture  Trustee and to execute and deliver such other notices,
               documents and other  instruments as may be necessary or desirable
               to effect a transfer of such  Mortgage  Loan or servicing of such


                                       36
<PAGE>

               Mortgage Loan on the MERS(R)System to the successor Servicer. The
               predecessor  Servicer  shall  file or cause to be filed  any such
               assignment in the appropriate  recording office.  The predecessor
               Servicer shall bear any and all fees of MERS,  costs of preparing
               any  assignments  of  Mortgage,  and fees and costs of filing any
               assignments   of  Mortgage  that  may  be  required   under  this
               subsection   (d).  The  successor   Servicer   shall  cause  such
               assignment  to be  delivered  to  the  Indenture  Trustee  or the
               Custodian  promptly upon receipt of the original with evidence of
               recording  thereon or a copy  certified  by the public  recording
               office in which such assignment was recorded.

Section  7.03  Notification  to  Securityholders.  Upon  any  termination  of or
appointment  of a successor  to the  Servicer  pursuant  to this  Article VII or
Section 6.04, the Indenture  Trustee shall give prompt written notice thereof to
the Securityholders, the Enhancer, the Issuer and each Rating Agency.

                                  ARTICLE VIII

                            Miscellaneous Provisions

Section 8.01  Amendment.  This Agreement may be amended from time to time by the
parties  hereto;  provided,  that any such  amendment  shall be accompanied by a
letter from each Rating Agency to the effect that such amendment will not result
in a Rating Event,  if  determined  without  regard to the Policy;  and provided
further, that the Enhancer and the Indenture Trustee shall consent thereto.

Section 8.02 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK AND THE  OBLIGATIONS,  RIGHTS AND  REMEDIES OF
THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 8.03 Notices. All demands, notices and communications hereunder shall be
in writing and shall be deemed to have been duly given if  personally  delivered
at or mailed by certified mail, return receipt requested,  to (a) in the case of
the Servicer, 100 Witmer Road, Horsham,  Pennsylvania 19044, Attention:  Anthony
Renzi, (b) in the case of the Enhancer,  Financial Guaranty Insurance  Company.,
125 Park Avenue,  6th Floor, New York, New York 10017,  Attention:  Research and
Risk  Management  (GMACM Home Equity  Loan Trust  2003-HE1),  (c) in the case of
Moody's,  Home Mortgage Loan Monitoring Group, 4th Floor, 99 Church Street,  New
York, New York 10001, (d) in the case of Standard & Poor's, 55 Water Street, New
York, New York 10004, Attention: Residential Mortgage Surveillance Group, (e) in
the case of the Owner Trustee,  Wilmington  Trust Company,  Rodney Square North,
1100 North Market Street, Wilmington, Delaware 19890-0001 and (f) in the case of
the Issuer, GMACM Home Equity Loan Trust 2003-HE1,  c/o the Owner Trustee at the
address  set forth in clause  (e)  above,  and (g) in the case of the  Indenture
Trustee,  at the  Corporate  Trust  Office of the  Indenture  Trustee;  or, with
respect to each of the  foregoing  Persons,  at such  other  address as shall be
designated by such Person in a written  notice to the other  foregoing  Persons.
Any notice required or permitted to be mailed to a Securityholder shall be given


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<PAGE>

by first class mail, postage prepaid,  at the address of such  Securityholder as
shown in the Note  Register  or  Certificate  Register,  as the case may be. Any
notice  so  mailed  within  the  time  prescribed  in this  Agreement  shall  be
conclusively  presumed  to have  been duly  given,  whether  or not the  related
Securityholder receives such notice. Any notice or other document required to be
delivered or mailed by the Indenture Trustee to any Rating Agency shall be given
on  a  reasonable   efforts   basis  and  only  as  a  matter  of  courtesy  and
accommodation,  and the Indenture Trustee shall have no liability for failure to
deliver any such notice or document to any Rating Agency.

Section 8.04  Severability  of Provisions.  If any one or more of the covenants,
agreements,  provisions  or terms  of this  Agreement  shall  be for any  reason
whatsoever held invalid,  then such covenants,  agreements,  provisions or terms
shall be deemed severable from the remaining covenants,  agreements,  provisions
or  terms  of  this  Agreement  and  shall  in no way  affect  the  validity  or
enforceability  of the other  provisions of this  Agreement or the Securities or
the rights of the Securityholders.

Section  8.05  Third-Party  Beneficiaries.  This  Agreement  shall  inure to the
benefit of and be binding  upon the parties  hereto,  the  Securityholders,  the
Enhancer,  the Owner  Trustee  and their  respective  successors  and  permitted
assigns.  Except as otherwise provided in this Agreement,  no other Person shall
have any right or obligation hereunder.

Section  8.06  Counterparts.  This  instrument  may be executed in any number of
counterparts,  each of which so executed shall be deemed to be an original,  but
all such counterparts shall together constitute but one and the same instrument.

Section 8.07 Effect of Headings  and Table of Contents.  The Article and Section
headings herein and the Table of Contents are for convenience only and shall not
affect the construction hereof.

Section 8.08  Termination  Upon Purchase by the Servicer or  Liquidation  of All
Mortgage Loans; Partial Redemption.

(a)            The respective  obligations and responsibilities of the Servicer,
               the  Issuer  and  the  Indenture  Trustee  created  hereby  shall
               terminate upon the last action required to be taken by the Issuer
               pursuant  to the Trust  Agreement  and by the  Indenture  Trustee
               pursuant to the Indenture following the earlier of:

(i)            the date on or before which the Indenture or the Trust  Agreement
               is terminated, or

(ii)           the  purchase  by the  Servicer  from the Issuer of all  Mortgage
               Loans and REO Property in accordance with Section 8.08(b).

          (b)  The Servicer shall have the right to purchase from the Issuer all
               of the Mortgage  Loans and related REO Property if the  aggregate
               Note Balance of the Notes as of any Payment Date is less than 10%
               of the aggregate Note Balance of the Notes as of the Closing Date
               (provided  that a draw on the Policy  would not occur as a result
               of such  purchase  and provided  further that the purchase  price


                                       38
<PAGE>

               will provide sufficient funds to pay the outstanding Note Balance
               and accrued and unpaid  interest on the Notes to the Payment Date
               on   which   such   amounts   are  to  be   distributed   to  the
               Securityholders),  at a price  equal  to  100%  of the  aggregate
               unpaid  Principal  Balance of all such remaining  Mortgage Loans,
               plus accrued and unpaid interest  thereon at the weighted average
               of the Loan Rates  thereon up to the date  preceding  the Payment
               Date  on  which  such  amounts  are  to  be  distributed  to  the
               Securityholders (and in the case of REO Property, the fair market
               value of the REO Property), plus any amounts due and owing to the
               Enhancer  under the Insurance  Agreement  related to the Mortgage
               Loans or the Notes (and any unpaid  Servicing Fee relating to the
               Mortgage  Loans  shall be deemed to have been paid at such time),
               plus any  Interest  Shortfall  and  interest  owed thereon to the
               Noteholders.

               The  Servicer  shall send  written  notice to the Enhancer of its
intent to exercise its right to purchase any of the Mortgage  Loans  pursuant to
this Section 8.08(b).

               If such right is exercised by the  Servicer,  the Servicer  shall
deposit  the  amount  calculated  pursuant  to this  Section  8.08(b)  with  the
Indenture  Trustee  pursuant  to Section  4.10 of the  Indenture  and,  upon the
receipt of such deposit, the Indenture Trustee or Custodian shall release to the
Servicer,  the files  pertaining  to the  Mortgage  Loans being  purchased.  The
Servicer, at its expense, shall prepare and deliver to the Indenture Trustee for
execution,  at the time the  related  Mortgage  Loans are to be  released to the
Servicer,  appropriate  documents  assigning  each such Mortgage  Loans from the
Indenture Trustee or the Issuer to the Servicer or the appropriate party.

Section 8.09 Certain Matters Affecting the Indenture  Trustee.  For all purposes
of this Agreement, in the performance of any of its duties or in the exercise of
any of its  powers  hereunder,  the  Indenture  Trustee  shall be subject to and
entitled to the benefits of Article VI of the Indenture.

Section  8.10 Owner  Trustee  Not Liable for  Related  Documents.  The  recitals
contained herein shall be taken as the statements of the Servicer, and the Owner
Trustee and the Indenture Trustee assume no  responsibility  for the correctness
thereof.  The Owner Trustee and the Indenture Trustee make no representations as
to the  validity or  sufficiency  of this  Agreement,  of any Basic  Document or
Related Document, or of the Certificates (other than the signatures of the Owner
Trustee and the Indenture  Trustee on the  Certificates) or the Notes. The Owner
Trustee and the Indenture  Trustee shall at no time have any  responsibility  or
liability with respect to the  sufficiency of the Trust Estate or its ability to
generate the payments to be  distributed to  Certificateholders  under the Trust
Agreement or the  Noteholders  under the Indenture,  including the compliance by
the Depositor,  the Sellers or the Servicer with any warranty or  representation
made  under  any  Basic  Document  or the  accuracy  of  any  such  warranty  or
representation,  or any  action  of any  person  taken in the name of the  Owner
Trustee or the Indenture Trustee.


                                       39
<PAGE>


        IN WITNESS WHEREOF,  the Servicer,  the Issuer and the Indenture Trustee
have caused this Agreement to be duly executed by their  respective  officers or
representatives all as of the day and year first above written.

                             GMAC MORTGAGE CORPORATION,
                                as Servicer



                             By:    /s/ Sandy Blitzer
                                    ----------------------------------------
                                    Name:  Sandy Blitzer
                                    Title:  Vice President


                             GMACM HOME EQUITY LOAN TRUST 2003-HE1, as
                             Issuer

                             By:    Wilmington Trust Company, not in its
                                    individual capacity but solely as
                                    Owner Trustee



                             By:    /s/ Janel R. Havrilla
                                    ----------------------------------------
                                    Name:  Janel R. Havrilla
                                    Title:  Financial Services Officer


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



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

                                       40
<PAGE>


                                    EXHIBIT A

                             MORTGAGE LOAN SCHEDULE



                                       41
<PAGE>



                                    EXHIBIT B

                            LIMITED POWER OF ATTORNEY

                         KNOW ALL MEN BY THESE PREMISES:

        That  Wells  Fargo Bank  Minnesota,  N.A.,  as  indenture  trustee  (the
"Indenture  Trustee"),  under  the  indenture  dated as of March  26,  2003 (the
"Indenture"),  between GMACM Home Equity Loan Trust 2003-HE1,  as issuer and the
Indenture Trustee, a national banking  association  organized and existing under
the laws of the  United  States of  America,  and having  its  principal  office
located at 9062 Old Annapolis Road, Columbia,  Maryland  21045-1951,  hath made,
constituted  and  appointed,  and does by these  presents  make,  constitute and
appoint GMAC Mortgage  Corporation,  a corporation  organized and existing under
the  laws  of  the   Commonwealth   of   Pennsylvania,   its  true  and   lawful
Attorney-in-Fact,  with full power and authority to sign, execute,  acknowledge,
deliver, file for record, and record any instrument on its behalf and to perform
such  other  act or acts as may be  customarily  and  reasonably  necessary  and
appropriate to effectuate the following  enumerated  transactions  in respect of
any of the Mortgages  securing a Mortgage  Loan and the related Loan  Agreements
for  which  the   undersigned  is  acting  as  Indenture   Trustee  for  various
Securityholders  (whether  the  undersigned  is named  therein as  mortgagee  or
beneficiary  or has  become  mortgagee  by  virtue of  endorsement  of such Loan
Agreement secured by any such Mortgage) and for which GMAC Mortgage  Corporation
is acting as Servicer  pursuant to a Servicing  Agreement  dated as of March 26,
2003 (the "Servicing Agreement").

This appointment shall apply to the following enumerated transactions only:

1.      The modification or re-recording of a Mortgage,  where said modification
        or re-recording is for the purpose of correcting the Mortgage to conform
        same to the original  intent of the parties  thereto or to correct title
        errors  discovered  after  such  title  insurance  was  issued  and said
        modification or  re-recording,  in either  instance,  does not adversely
        affect the Lien of the Mortgage as insured.

2.      The subordination of the Lien of a Mortgage to an easement in favor of a
        public  utility  company or a  government  agency or unit with powers of
        eminent  domain;  this section shall include,  without  limitation,  the
        execution of partial  satisfactions/releases,  partial  reconveyances or
        the execution of requests to trustees to accomplish same.

3.      With  respect to a Mortgage,  the  foreclosure,  the taking of a deed in
        lieu of  foreclosure,  or the  completion  of judicial  or  non-judicial
        foreclosure  or  termination,  cancellation  or  rescission  of any such
        foreclosure, including, without limitation, any and all of the following
        acts:

        a.     The  substitution  of  trustee(s)  serving  under a Mortgage,  in
               accordance with state law and the Mortgage;

        b.     Statements of breach or non-performance;

        c.     Notices of default;

                                       42
<PAGE>

        d.     Cancellations/rescissions of notices of default and/or notices of
               sale;

        e.     The taking of a deed in lieu of foreclosure; and

        f.     Such other  documents  and actions as may be necessary  under the
               terms of the Mortgage or state law to expeditiously complete said
               transactions.

4.      The conveyance of the properties to the mortgage insurer, or the closing
        of the title to the  property to be acquired  as real estate  owned,  or
        conveyance of title to real estate owned.

5.      The completion of loan assumption agreements.

6.      The full  satisfaction/release  of a Mortgage or full  reconveyance upon
        payment and discharge of all sums secured  thereby,  including,  without
        limitation, cancellation of the related Loan Agreement.

7.      The  assignment  of any  Mortgage  and the related  Loan  Agreement,  in
        connection  with  the  repurchase  of  the  Mortgage  Loan  secured  and
        evidenced thereby.

8.      The full assignment of a Mortgage upon payment and discharge of all sums
        secured thereby in conjunction with the refinancing thereof,  including,
        without limitation, the endorsement of the related Loan Agreement.

9.      The modification or re-recording of a Mortgage,  where said modification
        or  re-recording  is for the  purpose of any  modification  pursuant  to
        Section 3.01 of the Servicing Agreement.

10.     The execution of partial satisfactions/releases pursuant to Section 3.01
        of the Servicing Agreement.

        The undersigned gives said  Attorney-in-Fact full power and authority to
execute  such  instruments  and to do and  perform  all and  every act and thing
necessary  and  proper to carry into  effect  the power or powers  granted by or
under this Limited Power of Attorney as fully as the undersigned  might or could
do, and hereby does ratify and confirm to all that said  Attorney-in-Fact  shall
lawfully do or cause to be done by authority hereof.

        Capitalized  terms used herein that are not otherwise defined shall have
the meanings ascribed thereto in Appendix A to the Indenture.

                                       43
<PAGE>

        Third  parties  without  actual notice may rely upon the exercise of the
power granted under this Limited  Power of Attorney;  and may be satisfied  that
this Limited Power of Attorney  shall  continue in full force and effect has not
been revoked  unless an instrument of revocation has been made in writing by the
undersigned.

                                WELLS FARGO BANK MINNESOTA, N.A.,
                                    not in its individual capacity
                                    but solely as Indenture Trustee



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

                                       44
<PAGE>


STATE OF                     )
                             SS.
COUNTY OF                    )


        On this  [___] day of March,  2003,  before me the  undersigned,  Notary
Public of said State,  personally  appeared , personally  known to me to be duly
authorized officers of Wells Fargo Bank Minnesota, N.A. that executed the within
instrument and personally  known to me to be the persons who executed the within
instrument on behalf of Wells Fargo Bank  Minnesota,  N.A.  therein  named,  and
acknowledged  to me such Wells Fargo Bank  Minnesota,  N.A.  executed the within
instrument pursuant to its by-laws.

                                               WITNESS  my  hand  and   official
seal.




                                               Notary Public in and for the
                                               State of
                                                       ------------------------




After recording, please mail to:





Attn:
     -------------------------------


                                       45
<PAGE>


                                    EXHIBIT C

                           FORM OF REQUEST FOR RELEASE

DATE:

TO:

RE:            REQUEST FOR RELEASE OF DOCUMENTS

In connection  with your  administration  of the Mortgage  Loans, we request the
release of the Mortgage File described below.

Servicing Agreement Dated:
Series #:
Account #:
Pool #:
Loan #:
Borrower Name(s):
Reason for Document Request: (circle one)          Mortgage Loan
Prepaid in Full                                    Mortgage Loan Repurchased

"We hereby  certify  that all amounts  received or to be received in  connection
with such  payments  which are required to be deposited  have been or will be so
deposited as provided in the Servicing Agreement."




GMAC Mortgage Corporation
Authorized Signature

******************************************************************************
TO CUSTODIAN:  Please  acknowledge  this request,  and check off documents being
enclosed with a copy of this form. You should retain this form for your files in
accordance with the terms of the Servicing Agreement.

Enclosed Documents:       [  ]   Loan Agreement


Name
    --------------------------------

Title
     -------------------------------

Date
    ------------------

                                       46
<PAGE>