GMAC MORTGAGE CORPORATION
                                  as Servicer,

                     GMACM HOME EQUITY LOAN TRUST 2003-HE2,
                                    as Issuer

                                       and

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



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

                               SERVICING AGREEMENT

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



<PAGE>
<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

                                                                                          Page


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

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

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

        Section 1.03      Interest Calculations.............................................3

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.....................5

ARTICLE III       Administration and Servicing of Mortgage Loans............................6

        Section 3.01      The Servicer......................................................6

        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; Release of Lien.........................14

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

        Section 3.07      Realization Upon Defaulted Mortgage Loans; Loss Mitigation.......15

        Section 3.08      Issuer and Indenture Trustee to Cooperate........................17

        Section 3.09      Servicing Compensation; Payment of Certain Expenses by
                          Servicer.........................................................18

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

        Section 3.11      Annual Servicing Report..........................................19

        Section 3.12      Access to Certain Documentation and Information Regarding
                          the Mortgage Loans...............................................19

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

        Section 3.15      Optional Repurchase or Transfer of Mortgage Loans................20

        Section 3.16      Enforcement of Due-on-Sale Clauses; Assumption and
                          Modification Agreements; Certain Assignments.....................20

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

        Section 3.18      Capitalized Interest Account.....................................22


                                        i
<PAGE>


ARTICLE IV        Servicing Certificate....................................................22

        Section 4.01      Statements to Securityholders....................................22

        Section 4.02      Tax Returns and 1934 Act Reports.................................24

ARTICLE V         Note Payment Account.....................................................25

        Section 5.01      Note Payment Account.............................................25

ARTICLE VI        The Servicer.............................................................25

        Section 6.01      Liability of the Servicer........................................25

        Section 6.02      Merger or Consolidation of, or Assumption of the Obligations
                          of, the Servicer.................................................25

        Section 6.03      Limitation on Liability of the Servicer and Others...............26

        Section 6.04      Servicer Not to Resign...........................................26

        Section 6.05      Delegation of Duties.............................................27

        Section 6.06      Payment of Indenture Trustee's and Owner Trustee's Fees and
                          Expenses; Indemnification........................................27

ARTICLE VII       Default..................................................................29

        Section 7.01      Servicing Default................................................29

        Section 7.02      Indenture Trustee to Act; Appointment of Successor...............30

        Section 7.03      Notification to Securityholders..................................32

ARTICLE VIII      Miscellaneous Provisions.................................................32

        Section 8.01      Amendment........................................................32

        Section 8.02      GOVERNING LAW....................................................33

        Section 8.03      Notices..........................................................33

        Section 8.04      Severability of Provisions.......................................33

        Section 8.05      Third-Party Beneficiaries........................................33

        Section 8.06      Counterparts.....................................................34

        Section 8.07      Effect of Headings and Table of Contents.........................34

        Section 8.08      Termination Upon Purchase by the Servicer or Liquidation of
                          All Mortgage Loans; Partial Redemption...........................34

        Section 8.09      Certain Matters Affecting the Indenture Trustee..................35

        Section 8.10      Owner Trustee Not Liable for Related Documents...................35
</TABLE>

                                                ii
<PAGE>


EXHIBIT A - MORTGAGE LOAN SCHEDULE          A-1

EXHIBIT B - LIMITED POWER OF ATTORNEY       B-1

EXHIBIT C - FORM OF REQUEST FOR RELEASE     C-1

                                        iii

<PAGE>


        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-HE2,  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-A")
and Walnut  Grove  Mortgage  Loan Trust  2003-A,  as seller  ("WG Trust  2003-A"
together  with  GMACM  and  WG  Trust  2001-A,  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, in
each case together  with the Related  Documents on the Closing 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;

        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:

                                   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.

                                       1
<PAGE>

     (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.

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
Class A-1 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. All  calculations of
interest  on the Class A-2 Notes,  Class A-3 Notes,  Class A-4 Notes,  Class A-5
Notes and Class  A-IO Notes  shall be made on the basis of a 30-day  month 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:

                                       2
<PAGE>

     (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;

(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

                                       3
<PAGE>

(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  statutory  trusts.   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 GMAC  Mortgage  Corporation,  WG Trust  2001-A or WG Trust 2003-A
pursuant to the Purchase  Agreement.  Upon the  discovery  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
either GMAC  Mortgage  Corporation,  WG Trust  2001-A or WG Trust  2003-A 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 either GMAC Mortgage Corporation, WG Trust 2001-A
or WG Trust 2003-A, as applicable,  of such breach and request that, pursuant to
the terms of the Purchase  Agreement,  the respective party either (i) cure such
breach in all  material  respects  within  90 days from the date such  party was


                                       4
<PAGE>

notified  of such  breach,  or in the case of a breach  which has the  effect of
making the Mortgage Loan fail to be a "qualified mortgage" within the meaning of
Section 860G of the Internal  Revenue  Code,  within 90 days after the discovery
thereof by the Sellers, the Depositor,  the Servicer, the Indenture Trustee, the
Enhancer,  the Issuer or the  Purchaser or (ii) purchase such Mortgage Loan from
the Issuer at the price and in the  manner  set forth in  Section  3.1(f) of the
Purchase Agreement;  provided,  that either GMAC Mortgage Corporation,  WG Trust
2001-A or WG Trust  2003-A  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,  provided that such substitution occurs within two
years  following  the  Closing  Date.  In the event that  either  GMAC  Mortgage
Corporation, WG Trust 2001-A or WG Trust 2003-A elects to substitute one or more
Eligible  Substitute Loans pursuant to Section 3.1(f) of the Purchase Agreement,
such party shall deliver to the Custodian or the  Servicer,  in accordance  with
the Purchase  Agreement,  with respect to such Eligible  Substitute  Loans,  the
original Mortgage Note, 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
party on the next  succeeding  Payment  Date except to the extent that a payment
less than the  applicable  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 GMAC  Mortgage
Corporation, WG Trust 2001-A and WG Trust 2003-A 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 either GMAC Mortgage Corporation, WG Trust 2001-A or WG Trust 2003-A. In
connection  with the purchase of or  substitution  for any such Mortgage Loan by
either GMAC Mortgage Corporation, WG Trust 2001-A or WG Trust 2003-A, the Issuer
shall  assign to such party 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 Mortgage Notes 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 with such servicing and  administration  which it
          may deem necessary or desirable,  it being understood,  however,  that


                                       5
<PAGE>

          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 monitor
          the status of the Mortgage Loans in 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.

        Notwithstanding the foregoing,  subject to Section 3.02(a), the Servicer
shall not permit any  modification  with respect to any Mortgage Loan that would
both  constitute a sale or exchange of such  Mortgage Loan within the meaning of
Section  1001 of the  Code and any  proposed,  temporary  or  final  regulations
promulgated  thereunder and cause either REMIC I, REMIC II, or REMIC III to fail
to qualify as a REMIC under the Code or, except as provided in Section  11.01(f)
of the  Indenture,  cause the  imposition  of a tax upon  either  of the  REMICs
(including but not limited to the tax on prohibited  transactions  as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code).

        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 not consent


                                       6
<PAGE>

to the  refinancing  of such prior  senior Lien to the extent  such  refinancing
shall increase the CLTV on the related Mortgage Loan.

        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.

        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


                                       7
<PAGE>

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;

(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;

                                       8
<PAGE>

     (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
          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  2003-HE2,"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
                      or GMAC  Mortgage  Corporation  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.  Notwithstanding
the  foregoing,  the  Servicer  may,  in  accordance  with its normal  servicing
procedures,  hold  payments by a Mortgagor  representing  partial  payments of a
Monthly  Payment  that are not applied to  principal or interest on the Mortgage
Loans in a separate  account,  which  shall be an Eligible  Account,  until such
amounts are applied by the  Servicer to  principal  or interest on the  Mortgage
Loans.  At such time, the Servicer shall deposit such amounts into the Custodial
Account  and apply such  amounts as  payments  of  principal  or interest on the
Mortgage Loans, as applicable. 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


                                       10
<PAGE>

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.

     (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 the 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 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  from  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;

     (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 Section 3.07), and to pay to any


                                       11
<PAGE>

          Subservicer  any  subservicing  fees not  previously  withheld by such
          Subservicer;

(e)            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);

(f)            to pay to itself  or the  related  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;

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

(h)            to pay to the REMIC Administrator  amounts  reimbursable from the
               Custodial Account pursuant to Section 11.01(c) of the Indenture;

(i)            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;

(j)            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;

(k)            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)(xiii)  of the Indenture,  all amounts  payable to it as a
               Certificateholder on the related Payment Date; and

(l)            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) and (i) of this Section 3.03.

        Since, in connection with withdrawals  pursuant to clauses (c), (d), (f)
and (i), 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
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


                                       12
<PAGE>

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  Mortgage Note 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 commercially  reasonable  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  Mortgage  Note 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  commercially  reasonable  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  payable  under the
blanket  policy  because  of such  deductible  clause.  Any such  deposit by the


                                       13
<PAGE>

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; Release of Lien.
               ----------------------------------------

        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,  and  provided  further  that the  Servicer  and the
Enhancer  have  received an Opinion of Counsel to the effect  that such  partial
release  will not result in an Adverse  REMIC  Event.  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.

                                       14
<PAGE>

     (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 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  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; Loss Mitigation.  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
senior  mortgage loan or restoration of any property  unless it shall  determine


                                       15
<PAGE>

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 above.

        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 Mortgage
Note shall have been discharged, such Mortgage Note 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.

        In the event that the Trust acquires any Mortgaged Property as aforesaid
or  otherwise  in  connection  with a default or imminent  default on a Mortgage
Loan, the Servicer on behalf the Trust shall dispose of such Mortgaged  Property
as soon  as  practicable,  giving  due  consideration  to the  interests  of the
Noteholders and the Certificateholders, but in all cases within three full years
after the taxable year of its  acquisition  by the Trust for purposes of Section
860G(a)(8)  of the  Code (or  such  shorter  period  as may be  necessary  under
applicable  state (including any state in which such property is located) law to
maintain  the status of each of REMIC I, REMIC II or REMIC III as a REMIC  under


                                       16
<PAGE>

applicable  state law and avoid taxes resulting from such property failing to be
foreclosure  property  under  applicable  state  law) or, at the  expense of the
Trust,  request,  more than 60 days  before the day on which  such grace  period
would  otherwise  expire,  an extension of such grace period unless the Servicer
obtains  for the  Indenture  Trustee  an Opinion of  Counsel,  addressed  to the
Indenture Trustee and the Servicer,  to the effect that the holding by the Trust
of such  Mortgaged  Property  subsequent  to such  period will not result in the
imposition of taxes on "prohibited  transactions"  as defined in Section 860F of
the Code or cause the Trust to fail to qualify as a REMIC (for  federal  (or any
applicable   State  or  local)  income  tax  purposes)  at  any  time  that  any
Certificates are outstanding,  in which case the Trust may continue to hold such
Mortgaged  Property  (subject to any  conditions  contained  in such  Opinion of
Counsel).  The Servicer  shall be entitled to be  reimbursed  from the Custodial
Account for any costs incurred in obtaining such Opinion of Counsel, as provided
in Section  3.03.  Notwithstanding  any other  provision of this  Agreement,  no
Mortgaged Property acquired by the Trust shall be rented (or allowed to continue
to be rented) or otherwise used by or on behalf of the Trust in such a manner or
pursuant  to any terms that would (i) cause such  Mortgaged  Property to fail to
qualify as "foreclosure  property"  within the meaning of Section  860G(a)(8) of
the Code or (ii) subject REMIC I, REMIC II or REMIC III to the imposition of any
federal  income  taxes  on the  income  earned  from  such  Mortgaged  Property,
including any taxes imposed by reason of Section 860G(c) of the Code, unless the
Servicer has agreed to indemnify and hold harmless the Trust with respect to the
imposition of any such taxes.

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
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  Mortgage  Note 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
Mortgage  Note 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


                                       17
<PAGE>

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  hereof  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  hereof  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.

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


                                       18
<PAGE>

          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 above 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.

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


                                       19
<PAGE>

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 2002,  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.
               -------------------------------------------------

        Notwithstanding any provision in Section 3.07 above to the contrary, the
Servicer, at its option and in its sole discretion,  may repurchase any Mortgage
Loan  delinquent  in  payment  for 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.

Section 3.16...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-HE2" (the  "Pre-Funding  Account").
          Notwithstanding  anything  herein  to the  contrary,  the  Pre-Funding
          Account  shall not be an asset of REMIC I, REMIC II or REMIC  III.  To
          the extent that the Pre-Funding Account constitutes a reserve fund for
          federal income tax purposes,  (1) it shall be an outside  reserve fund
          and not an asset of REMIC I,  REMIC II or REMIC  III,  (2) it shall be
          owned by GMACM,  as Seller  and (3)  amounts  transferred  by REMIC I,
          REMIC II or REMIC III to the  Pre-Funding  Account shall be treated as
          transferred  to GMACM,  as Seller,  or any  successor,  all within the
          meaning of Section  1.860G-2(h)  of the Treasury  Regulations.  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 purchased  with funds on deposit in the  Pre-Funding
          Account,  and to pay such  amount to or upon the  order of GMACM  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


                                       20
<PAGE>

          Pre-Funded  Amount shall be deposited in the Note Payment  Account and
          applied  as  a  principal  distribution  on  the  Notes  on  the  next
          succeeding Payment Date in accordance with the terms of the Indenture.

     (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 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.

Section 3.17...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-HE2" (the  "Capitalized
          Interest Account").  Notwithstanding  anything herein to the contrary,
          the  Capitalized  Interest  Account  shall not be an asset of REMIC I,
          REMIC II or REMIC III.  To the extent  that the  Capitalized  Interest
          Account  constitutes  a reserve fund for federal  income tax purposes,
          (1) it shall be an outside  reserve  fund and not an asset of REMIC I,
          REMIC II or REMIC III, (2) it shall be owned by GMACM, as Servicer and
          (3)  amounts  transferred  by  REMIC I,  REMIC II or REMIC  III to the
          Capitalized Interest Account shall be treated as transferred to GMACM,


                                       21
<PAGE>

          as  Servicer,  or any  successor,  all within  the  meaning of Section
          1.860G-2(h) of the Treasury Regulations.  The Indenture Trustee shall,
          promptly upon receipt, deposit in the Capitalized Interest Account and
          retain  therein  the  Interest  Coverage  Amount.  In  addition,   the
          Indenture  Trustee  shall  promptly,  upon  receipt,  deposit  in  the
          Capitalized   Interest   Account,   an  additional   amount  equal  to
          $322,520.59,  which  amount is equal to one  month's  interest  on the
          Cut-Off Date  Principal  Balances of the Mortgage  Loans for which the
          first  monthly  payment  is due on April  1,  2003.  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.  The  Servicer  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.  The  Servicer  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 sum of (i) the Capitalized
          Interest  Requirement  for such  Payment  Date  and  (ii)  the  Excess
          Capitalized  Interest  Requirement for such Payment Date. In addition,
          on the  first  Payment  Date,  the  Indenture  Trustee  will  transfer
          $322,520.59 from the Capitalized  Interest Account to the Note Payment
          Account  to  be  applied  in  accordance  with  Section  3.05  of  the
          Indenture.

     (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.

        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.

                                       22
<PAGE>

     Section   3.18...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
               Mortgage  Note  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 3.18(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 Mortgage  Note 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  3.18(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 Mortgage  Note 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 Mortgage
          Note or Mortgage or other  instruments  as are reasonable or necessary
          to carry out the terms of the  Mortgage  Note or Mortgage or otherwise
          to  comply  with any  applicable  laws  regarding  assumptions  or the
          transfer of the Mortgaged Property to such Person; provided,  however,
          none  of such  terms  and  requirements  shall  either  (i)  both  (A)
          constitute  a  "significant  modification"  effecting  an  exchange or
          reissuance of such Mortgage  Loan under the REMIC  Provisions  and (B)
          cause  REMIC I,  REMIC II or REMIC  III to fail to  qualify  as REMICs
          under the Code,  or  (subject to Section  11.01(f) of the  Indenture),
          result in the  imposition of any tax on "prohibited  transactions"  or
          (ii)  constitute  "contributions"  after the  start-up  date under the
          REMIC  Provisions.   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  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


                                       23
<PAGE>

          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  Mortgage  Note 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 and a computer file  containing  mutually agreed upon loan
          level information 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 (c)  Substitution  Adjustment
                      Amounts for such Collection Period;

(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;

                                       24
<PAGE>

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

               (vii)the number and  aggregate  Principal  Balances  of  Mortgage
                    Loans (a) as to which the 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;

(viii)                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;

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

(x)                   during  the  Pre-Funding  Period  the amount on deposit in
                      each of the Pre-Funding  Account and Capitalized  Interest
                      Account as of the end of the preceding Collection Period;

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

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

(xiii)                the Weighted  Average Net Loan Rate for the Mortgage Loans
                      for the related Collection Period;

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

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

                                       25
<PAGE>

        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, as
applicable,  with a $25,000 denomination and per Certificate with a denomination
equal  to a 100%  Percentage  Interest.  In the  case of  information  furnished
pursuant to clause  (iii) above for the Class A-IO  Notes,  the amount  shall be
expressed as an aggregate dollar amount with a $1,000,000 denomination.

        If 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 Servicing Default. 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 Servicing  Default,  including the nature of
such Servicing Default. 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.

(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 deposited into the
     Note  Payment  Account  and/or  Distribution  Account on the  Business  Day
     preceding  the related  Payment Date  pursuant to Section 3.03 hereof.  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.

                                       26
<PAGE>

(c)  The Servicer  shall, on behalf of the Depositor and in respect of the Trust
     Fund,  sign and cause to be filed with the Commission any periodic  reports
     required to be filed under the  provisions  of the  Exchange  Act,  and the
     rules and regulations of the Commission thereunder.  In connection with the
     preparation  and filing of such periodic  reports,  the  Indenture  Trustee
     shall timely  provide to the Servicer (I) a list of Noteholders as shown on
     the Note Register as of the end of each calendar  year,  (II) copies of all
     pleadings,  other  legal  process and any other  documents  relating to any
     claims,  charges or complaints involving the Indenture Trustee, as trustee,
     or the Trust  Estate that are  received  by the  Indenture  Trustee,  (III)
     notice of all  matters  that,  to the  actual  knowledge  of a  Responsible
     Officer of the  Indenture  Trustee,  have been  submitted  to a vote of the
     Noteholders or Certificateholders,  other than those matters that have been
     submitted to a vote of the Noteholders or Certificateholders at the request
     of the  Depositor  or the  Servicer,  and (IV) notice of any failure of the
     Indenture   Trustee  to  make  any   distribution  to  the  Noteholders  or
     Certificateholders   as  required   pursuant  to  the  Indenture  or  Trust
     Agreement,  as applicable.  Neither the Servicer nor the Indenture  Trustee
     shall have any  liability  with respect to  Servicer's  failure to properly
     prepare or file such  periodic  reports  resulting  from or relating to the
     Servicer's  inability or failure to obtain any  information  not  resulting
     from the  Servicer's own  negligence or willful  misconduct.  Any Form 10-K
     filed with the  Commission  in connection  with this Section  4.01(c) shall
     include a  certification,  signed by the  senior  officer  in charge of the
     servicing  functions of the  Servicer,  in the form attached as Exhibit D-1
     hereto or such other form as may be required or permitted by the Commission
     (the "Form 10-K Certification"),  in compliance with Rule 13a-14 and 15d-14
     under the Exchange Act and any additional directives of the Commission.  In
     connection with the Form 10-K  Certification,  the Indenture  Trustee shall
     provide the Servicer with a back-up certification substantially in the form
     attached hereto as Exhibit D-2.

Section 4.02...Tax Returns and 1934 Act Reports

(a)            The Servicer will act as the Tax Matters Partner  pursuant to the
               Trust   Agreement   and  the   Indenture  and  will  perform  the
               obligations  of the  Servicer  set forth in  Section  8.02 of the
               Trust  Agreement and the  obligations of the Tax Matters  Partner
               set forth in Article XI of the Indenture.

(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


                                       27
<PAGE>

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-HE2  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.  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


                                       28
<PAGE>

Issuer  to be  treated  as an  association  (or a  publicly-traded  partnership)
taxable as a corporation for federal income tax purposes.

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)  hereof,  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 hereof 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
above,  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


                                       29
<PAGE>

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  hereunder or the Indenture Trustee, as pledgee
of the Mortgage Loans,  shall have designated a successor servicer in accordance
with Section 7.02 hereof. Any such resignation shall not relieve the Servicer of
responsibility  for any of the  obligations  specified in Sections 7.01 and 7.02
hereof 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 hereof.  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 above.

     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.

                                       30
<PAGE>

(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  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


                                       31
<PAGE>

     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 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
     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 hereof 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


                                       32
<PAGE>

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.

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 above or sends a notice  pursuant to Section 6.04
     hereof, 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) hereof 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) hereof) 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 losses on any  Permitted  Investment  directed  by any
     other  Servicer,   or  (v)  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


                                       33
<PAGE>

     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 Mortgage  Loans in an
     amount equal to the  compensation  that the Servicer  would  otherwise have
     received pursuant to Section 3.09 hereof (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 hereof,  to pay any  deductible  under an insurance  policy
     pursuant  to Section  3.04 hereof or to  indemnify  the  Indenture  Trustee
     pursuant  to Section  6.06  hereof),  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 hereof 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


                                       34
<PAGE>

     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
     Mortgage Loan on the MERS 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 hereof,  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 a tax opinion
to the effect that  neither  such  amendment  nor any action  permitted  by such
amendment and not otherwise  permitted by this Agreement will cause either REMIC
I,  REMIC  II or REMIC  III to fail to  qualify  as a REMIC or give  rise to the
imposition  of a tax on  "prohibited  transactions"  of a REMIC,  or  prohibited
contributions to a REMIC, on either REMIC I, REMIC II or REMIC III; 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,  WITHOUT  REFERENCE TO ITS  CONFLICTS OF
LAW PROVISIONS  (EXCEPT SECTION 5-1401 OF THE NEW YORK GENERAL  OBLIGATION LAW),
AND THE  OBLIGATIONS,  RIGHTS AND  REMEDIES  OF THE PARTIES  HEREUNDER  SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                                       35
<PAGE>

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,  FGIC  Insurance
Corporation,  125 Park Avenue,  New York, New York,  10017,  Attention:  General
Counsel  (GMACM Home Equity  Loan Trust  2003-HE2),  (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, (f) in the case of the Issuer,
GMACM Home Equity Loan Trust 2003-HE2,  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;  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 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.

                                       36
<PAGE>

(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) below.

(b)  The  Servicer  shall have the right to purchase  from the Issuer all of the
     Mortgage  Loans and REO Property if the Pool Balance as of any Payment Date
     is less than 10% of the Pool Balance as of the Cut-off Date  (provided that
     a draw on the  Policy  would  not occur as a result  of such  purchase  and
     provided  further that the purchase price will provide  sufficient funds to
     pay the  outstanding  Note  Balance and accrued and unpaid  interest on the
     Notes to the Payment  Date on which such amounts are to be  distributed  to
     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 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  (and
     any  unpaid  Servicing  Fee shall be deemed to have been paid at such time)
     plus any Interest Shortfall and interest owed thereon to the Noteholders.

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.

        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).

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


                                       37
<PAGE>

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.


                                       38
<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:..............................................
                            Name: Title:

                        GMACM HOME EQUITY LOAN TRUST 2003-HE2, as Issuer

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



                            By:..............................................
                            Name: Title:


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



                            By:..............................................
                            Name: Title:



<PAGE>


                                    EXHIBIT A

                             MORTGAGE LOAN SCHEDULE



                          [TO BE PROVIDED UPON REQUEST]




<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-HE2,  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 Anapolis 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 Mortgage Notes 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 Mortgage Note secured by any
such  Mortgage)  and for which GMAC Mortgage  Corporation  is acting as Servicer
pursuant  to a  Servicing  Agreement  dated as 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;


<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 Mortgage Note.

7.      The  assignment  of any  Mortgage  and the  related  Mortgage  Note,  in
        connection  with  the  repurchase  of  the  Mortgage  Loan  secured  and
        evidenced thereby or the removal of any Mortgage from the MERS(R) System
        or the re-recording of such mortgage in the name of MERS.

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 Mortgage Note.

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.


<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:

<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:_________________________



<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:          [  ]   Mortgage Note

Name_________________________

Title__________________________

Date__________________________




<PAGE>


                                   EXHIBIT D-1

                         FORM OF FORM 10-K CERTIFICATION



        I, [identify the certifying individual], certify that:

        1......I  have  reviewed  the annual  report on Form 10-K for the fiscal
year ______,  and all reports on Form 8-K containing  distribution  or servicing
reports filed in respect of periods  included in the year covered by that annual
report,  of GMACM Home Equity Loan Trust 2003-HE2 (the "Trust") created pursuant
to  the  Servicing  Agreement,  dated  as of  March  26,  2003  (the  "Servicing
Agreement"),  among the Trust,  GMAC Mortgage  Corporation  (the "Servicer") and
Wells Fargo Bank Minnesota, N.A. (the "Indenture Trustee");

        2......Based on my knowledge, the information in these reports, taken as
a whole,  does not contain any untrue  statement  of a material  fact or omit to
state a material  fact  necessary to make the  statements  made, in light of the
circumstances  under which such  statements  were made, not misleading as of the
last day of the period covered by that annual report;

        3......Based on my knowledge,  the servicing  information required to be
provided to the Indenture Trustee by the Servicer under the Servicing  Agreement
is included in these reports;

        4......I am responsible  for reviewing the  activities  performed by the
Servicer  under the  Servicing  Agreement  and based upon my  knowledge  and the
review required under the Servicing  Agreement,  and, except as disclosed in the
report,   the  Servicer  has  fulfilled  its  obligations  under  the  Servicing
Agreement; and

................5.  The reports disclose all significant deficiencies relating to
the Servicer's  compliance with the minimum  servicing  standards based upon the
report provided by an independent  public accountant , after conducting a review
in compliance with the Uniform Single Attestation  Program for Mortgage Bankers,
or similar procedure, as set forth in the Servicing Agreement,  that is included
in these reports.

[In giving the  certifications  above, I have  reasonably  relied on information
provided  to  me  by  the  following  unaffiliated  parties:  [Well  Fargo  Bank
Minnesota, N.A.], [ ].

Date:_______________________



____________________________*
Name:
Title:

*    to be signed by the senior officer in charge of the servicing  functions of
     the Servicer


<PAGE>


                                   EXHIBIT D-2

                    FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE

     The undersigned,  a Responsible Officer of Wells Fargo Bank Minnesota, N.A.
(the "Indenture Trustee") certifies that:

        (a)....The   Indenture   Trustee  has   performed   all  of  the  duties
specifically  required to be performed by it pursuant to the  provisions  of the
Servicing  Agreement  dated as of March 26, 2003 (the  "Agreement") by and among
GMACM Home Equity Loan Trust 2003-HE2, as Issuer, GMAC Mortgage Corporation,  as
Servicer,  and the Indenture  Trustee in accordance with the standards set forth
therein.

        (b)....The  information listed below,  provided by the Indenture Trustee
to the Servicer pursuant to Section 4.01(c) of the Agreement,  is accurate as of
the last day of the 20__ calendar year:

               (i) a list of Noteholders as shown on the Note Register as of the
        end of such calendar year,

               (ii) copies of all  pleadings,  other legal process and any other
        documents  relating to any claims,  charges or complaints  involving the
        Indenture Trustee,  as trustee,  or the Trust Estate that, to the actual
        knowledge of a Responsible  Officer of the Indenture Trustee,  have been
        received by the Indenture Trustee,

               (iii) notice of all matters  that,  to the actual  knowledge of a
        Responsible  Officer of the Indenture Trustee,  have been submitted to a
        vote of the Noteholders or Certificateholders,  other than those matters
        that   have   been   submitted   to  a  vote  of  the   Noteholders   or
        Certificateholders at the request of the Depositor or the Servicer, and

               (iv) notice of any failure of the  Indenture  Trustee to make any
        distribution  to  the  Noteholders  or  Certificateholders  as  required
        pursuant to the Indenture or Trust Agreement, as applicable.

        Capitalized  terms used and not defined  herein  shall have the meanings
given such terms in the Agreement.



     IN WITNESS WHEREOF,  I have duly executed this certificate as of _________,
20__.



                                          By:__________________________
                                          Name:
                                          Title:

<PAGE>