EXECUTION COPY


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                            GMAC MORTGAGE CORPORATION
                                  as Servicer,

                       GMACM MORTGAGE LOAN TRUST 2003-GH1,
                                    as Issuer

                                       and

                         BANK ONE, NATIONAL ASSOCIATION
                              as Indenture Trustee

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


                               SERVICING AGREEMENT

                            Dated as of April 8, 2003

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


                       GMACM MORTGAGE LOAN TRUST 2003-GH1
            GMACM Mortgage Loan-Backed Certificates, Series 2003-GH1
             GMACM Mortgage Loan-Backed Term Notes, Series 2003-GH1



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<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.............................................2

ARTICLE II        Representations and Warranties............................................4

        Section 2.01      Representations and Warranties Regarding the Servicer.............4

        Section 2.02      Representations and Warranties of the Issuer......................5

        Section 2.03      Enforcement of Representations and Warranties.....................5

ARTICLE III       Administration and Servicing of Mortgage Loans............................7

        Section 3.01      The Servicer......................................................7

        Section 3.02      Subservicing Agreements Between Servicer and Subservicers;
                          Enforcement of Subservicers' and Sellers' Obligations.............8

        Section 3.03      Successor Subservicers............................................9

        Section 3.04      Liability of the Servicer.........................................9

        Section 3.05      No Contractual Relationship Between Subservicer and
                          Indenture Trustee or Issuer.......................................9

        Section 3.06      Assumption of Subservicing Agreements by Trustee..................9

        Section 3.07      Collection of Certain Mortgage Loan Payments; Deposits to
                          Custodial Account................................................10

        Section 3.08      Subservicing Accounts; Servicing Accounts........................12

        Section 3.09      [Reserved].......................................................13

        Section 3.10      Permitted Withdrawals from the Custodial Account.................13

        Section 3.11      Maintenance of Hazard Insurance and Omissions and Fidelity
                          Coverage.........................................................15

        Section 3.12      Maintenance of the Primary Insurance Policies; Collections
                          Thereunder.......................................................17

        Section 3.13      Enforcement of Due-on-Sale Clauses; Assumption and
                          Modification Agreements; Certain Assignments.....................17

        Section 3.14      Realization Upon Defaulted Mortgage Loans........................19

        Section 3.15      Trust Estate; Related Documents..................................22

        Section 3.16      Issuer and Indenture Trustee to Cooperate........................23

        Section 3.17      Servicing Compensation...........................................23

        Section 3.18      Annual Statement as to Compliance................................24

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<PAGE>

        Section 3.19      Annual Servicing Report..........................................25

        Section 3.20      Access to Certain Documentation and Information Regarding
                          the Mortgage Loans...............................................25

        Section 3.21      Maintenance of Certain Servicing Insurance Policies..............25

        Section 3.22      Information Required by the Internal Revenue Service and
                          Reports of Foreclosures and Abandonments of Mortgaged
                          Property.........................................................25

        Section 3.23      Administration of Buydown Funds..................................26

ARTICLE IV        Servicing Certificate....................................................27

        Section 4.01      Statements to Securityholders....................................27

        Section 4.02      Tax Returns and 1934 Act Reports.................................30

ARTICLE V         Note Payment Account.....................................................32

        Section 5.01      Note Payment Account.............................................32

ARTICLE VI        The Servicer.............................................................33

        Section 6.01      Liability of the Servicer........................................33

        Section 6.02      Merger or Consolidation of, or Assumption of the Obligations
                          of, the Servicer.................................................33

        Section 6.03      Limitation on Liability of the Servicer and Others...............33

        Section 6.04      Servicer Not to Resign...........................................34

        Section 6.05      Delegation of Duties.............................................34

        Section 6.06      Payment of Indenture Trustee's and Owner Trustee's Fees and
                          Expenses; Indemnification........................................34

ARTICLE VII       Default..................................................................37

        Section 7.01      Servicing Default................................................37

        Section 7.02      Indenture Trustee to Act; Appointment of Successor...............38

        Section 7.03      Notification to Securityholders..................................40

ARTICLE VIII      Miscellaneous Provisions.................................................41

        Section 8.01      Amendment........................................................41

        Section 8.02      GOVERNING LAW....................................................41

        Section 8.03      Notices..........................................................41

        Section 8.04      Severability of Provisions.......................................41

        Section 8.05      Third-Party Beneficiaries........................................42

        Section 8.06      Counterparts.....................................................42

        Section 8.07      Effect of Headings and Table of Contents.........................42

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        Section 8.08      Termination Upon Purchase by the Servicer or Liquidation of
                          All Mortgage Loans; Partial Redemption...........................42

        Section 8.09      Certain Matters Affecting the Indenture Trustee..................43

        Section 8.10      Owner Trustee Not Liable for Related Documents...................43

        Section 8.11      Credit Enhancer..................................................43

EXHIBIT A - MORTGAGE LOAN SCHEDULE........................................................A-1

EXHIBIT B - LIMITED POWER OF ATTORNEY.....................................................B-1

EXHIBIT C - FORM OF REQUEST FOR RELEASE...................................................C-1

EXHIBIT D-1 - FORM OF OFFICER'S CERTIFICATE.............................................D-1-1

EXHIBIT D-2 - FORM OF BACK-UP CERTIFICATE...............................................D-2-1


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</TABLE>

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        This Servicing  Agreement,  dated as of April 8, 2003 (the "Agreement"),
is among GMAC  Mortgage  Corporation,  as servicer (the  "Servicer"),  the GMACM
Mortgage Loan Trust 2003-GH1,  as issuer (the "Issuer"),  and Bank One, National
Association, 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  and Witmer LLC,  as seller  ("Witmer"  and  together  with GMACM,  the
"Sellers"),  will sell to Residential Asset Mortgage Products, Inc. ("RAMP"), as
purchaser (in such capacity, the "Purchaser"), the Mortgage Loans on the Closing
Date, together with the Related Documents on the Closing Date;

        WHEREAS,  RAMP, as depositor (in such capacity,  the "Depositor"),  will
sell the  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:

                                       1
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                                   ARTICLE I


                                   Definitions

Section  1.01  Definitions.  For all  purposes  of  this  Agreement,  except  as
otherwise  expressly  provided herein or unless the context otherwise  requires,
capitalized  terms not otherwise defined herein shall have the meanings assigned
to such terms in the Definitions  contained in Appendix A to the indenture dated
as of April 8, 2003 (the  "Indenture"),  between  the Issuer  and the  Indenture
Trustee,  which is incorporated by reference herein. All other capitalized terms
used herein shall have the meanings specified herein.

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

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

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

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

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

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

Section 1.03 Interest Calculations.  All calculations of interest hereunder that
are made in respect of the Stated Principal  Balance of a Mortgage Loan shall be
made on the basis of a 360-day year  consisting  of twelve  30-day  months.  All
calculations  of  interest  on the  Notes,  other than the Class A-1 and Class B
Notes, and the calculation of the Servicing Fees shall be made on the basis of a
360-day year consisting of twelve 30-day months.  The calculation of interest on


                                       2
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the Class A-1 and Class B 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
dollar amounts  calculated  hereunder shall be rounded to the nearest penny with
one-half of one penny being rounded up.

                                       3
<PAGE>

                                   ARTICLE II

                         Representations and Warranties

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

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

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

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

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

(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 an FHA- and VA- approved servicer; and

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(g) 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.

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

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

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

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

Section 2.03 Enforcement of  Representations  and Warranties.  The Servicer,  on
behalf of and subject to the direction of the Indenture  Trustee,  as pledgee of
the  Mortgage  Loans,  or the  Issuer,  shall  enforce the  representations  and
warranties  of GMACM or Witmer  pursuant  to the  Purchase  Agreement.  Upon the
discovery by the Sellers,  the Depositor,  the Servicer,  the Indenture Trustee,
the  Issuer,  the Credit  Enhancer  or the  Custodian  of a breach of any of the
representations  and  warranties  made by either GMACM or Witmer in the Purchase
Agreement,  in  respect of any  Mortgage  Loan which  materially  and  adversely
affects the interests of the  Securityholders or the Credit 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 GMACM or Witmer,  as  applicable,  of such  breach,  and
request that,  pursuant to the terms of the Purchase  Agreement,  the respective
Seller either (i) cure such breach in all material  respects within 90 days from
the date such  Seller was  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 Purchaser or the Issuer or (ii) purchase
such  Mortgage  Loan from the Issuer at the price and in the manner set forth in
Section 3.1(d) of the Purchase Agreement;  provided, that either GMACM or Witmer
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 GMACM or Witmer elects to substitute  one
or more Eligible  Substitute  Loans  pursuant to Section  3.1(d) of the Purchase


                                       5
<PAGE>

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 GMACM or Witmer 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 GMACM or Witmer.  In connection
with the purchase of or substitution  for any such Mortgage Loan by either GMACM
or Witmer,  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.

                                       6
<PAGE>

                                  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
consistent with the terms of this Agreement,  the terms of any provisions of any
related  Primary  Insurance  Policy  and that  shall be normal  and usual in its
general mortgage  servicing  activities.  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 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.  Without  limiting  the  generality  of the
foregoing,  the  Servicer  in its own  name or in the name of a  Subservicer  is
hereby  authorized  and  empowered by the Issuer and the Indenture  Trustee,  as
pledgee of the Mortgage Loans, when the Servicer or the Subservicer, as the case
may be, believes it appropriate in its best judgment, to execute and deliver, on
behalf of itself,  the Issuer and the Indenture  Trustee or any of them, any and
all instruments of satisfaction or  cancellation,  or of partial or full release
or discharge,  or of consent to assumption or  modification in connection with a
proposed  conveyance,  or of  assignment  of any Mortgage  and Mortgage  Note in
connection  with the  repurchase  of a  Mortgage  Loan and all other  comparable
instruments,  or with respect to the  modification or re-recording of a Mortgage
for the purpose of correcting the Mortgage, the subordination of the lien of the
Mortgage in favor of a public utility company or government  agency or unit with
powers of  eminent  domain,  the  taking of a deed in lieu of  foreclosure,  the
commencement, prosecution or completion of judicial or non-judicial foreclosure,
the  conveyance  of a Mortgaged  Property  to the  related  insurer of a Primary
Insurance  Policy,  the  acquisition of any property  acquired by foreclosure or
deed in lieu of foreclosure, or the management,  marketing and conveyance of any
property  acquired by foreclosure or deed in lieu of foreclosure with respect to
the Mortgage Loans and with respect to 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.  Any expenses  incurred in connection with the actions described in the
preceding   sentence  shall  be  borne  by  the  Servicer,   with  no  right  of
reimbursement.

                                       7
<PAGE>

        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 or REMIC II 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
to the refinancing of such prior senior Lien.

               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) All costs  incurred by the  Servicer or by  Subservicers  in  effecting  the
timely  payment  of taxes  and  assessments  on the  properties  subject  to the
Mortgage Loans shall not, for the purpose of calculating  monthly  distributions
to the  Noteholders,  be added to the amount  owing under the  related  Mortgage
Loans,  notwithstanding that the terms of such Mortgage Loan so permit, and such
costs shall be recoverable to the extent permitted by Section 3.10(a)(iii).

(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  Subservicing   Agreements   Between  Servicer  and  Subservicers;
Enforcement of Subservicers' and Sellers' Obligations

        The Servicer may enter into Subservicing  Agreements with  Subservicers,
for the servicing and  administration  of all or some of the Mortgage Loans. Any
Subservicer  of a  Mortgage  Loan  insured  by the FHA must be an FHA-  approved
servicer and any  Subservicer of a Mortgage Loan  guaranteed by the VA must be a
VA- approved servicer.  Each Subservicer of a Mortgage Loan shall be entitled to
receive and retain,  as provided in the related  Subservicing  Agreement  and in
Section 3.07, the related Subservicing Fee from payments of interest received on
such Mortgage  Loan after payment of all amounts  required to be remitted to the
Servicer in respect of such Mortgage Loan. Any Subservicing Fee shall be paid by
the Servicer out of the Servicing Fee for the related Mortgage Loans. Unless the
context otherwise requires,  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.

                                       8
<PAGE>

Section 3.03   Successor Subservicers

        The Servicer shall be entitled to terminate any  Subservicing  Agreement
that may exist in accordance with the terms and conditions of such  Subservicing
Agreement  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.

Section 3.04   Liability of the Servicer

        Notwithstanding  any  Subservicing  Agreement,  any of the provisions of
this Agreement relating to agreements or arrangements  between the Servicer or a
Subservicer  or reference to actions taken  through a Subservicer  or otherwise,
the Servicer shall remain obligated and liable to the Indenture Trustee,  Issuer
and the Credit  Enhancer for the  servicing  and  administering  of the Mortgage
Loans in accordance  with the  provisions of Section 3.01 without  diminution of
such  obligation  or  liability  by virtue of such  Subservicing  Agreements  or
arrangements  or by virtue of  indemnification  from the  Subservicer and to the
same extent and under the same terms and  conditions  as if the  Servicer  alone
were  servicing and  administering  the Mortgage  Loans.  The Servicer  shall be
entitled  to enter  into  any  agreement  with a  Subservicer  or a  Seller  for
indemnification of the Servicer and nothing contained in this Agreement shall be
deemed to limit or modify such indemnification.

Section 3.05 No  Contractual  Relationship  Between  Subservicer  and  Indenture
Trustee or Issuer.

        Any  Subservicing  Agreement  that may be  entered  into  and any  other
transactions or services  relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an  originator  shall be deemed to be between
the Subservicer and the Servicer alone and the Indenture  Trustee and the Issuer
shall  not  be  deemed  parties  thereto  and  shall  have  no  claims,  rights,
obligations,  duties or  liabilities  with  respect  to the  Subservicer  in its
capacity as such except as set forth in Section 3.06.

Section 3.06   Assumption of Subservicing Agreements by Trustee.

(a) If the Servicer shall for any reason no longer be the servicer (including by
reason of a Servicing  Default),  the  Indenture  Trustee,  its  designee or its
successor  shall  thereupon  assume  all of the rights  and  obligations  of the
Servicer under each Subservicing  Agreement that may have been entered into. The
Indenture  Trustee,  its designee or the  successor  servicer for the  Indenture
Trustee shall be deemed to have assumed all of the Servicer's  interest  therein
and to have  replaced the Servicer as a party to the  Subservicing  Agreement to
the same  extent  as if the  Subservicing  Agreement  had been  assigned  to the
assuming  party  except that the  Servicer  shall not thereby be relieved of any
liability or obligations under the Subservicing Agreement.

        The Servicer  shall,  upon request of the  Indenture  Trustee but at the
expense of the Servicer, deliver to the assuming party all documents and records
relating  to each  Subservicing  Agreement  and the  Mortgage  Loans  then being
serviced and an accounting of amounts collected and held by it and otherwise use
its  best  efforts  to  effect  the  orderly  and  efficient  transfer  of  each
Subservicing Agreement to the assuming party.

                                       9
<PAGE>

Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account.

        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 the terms
and provisions of any related Primary Insurance  Policy,  follow such collection
procedures as it would employ in its good faith business  judgment and which are
normal and usual in its general mortgage servicing  activities.  Consistent with
the  foregoing,  the Servicer may in its  discretion  (i) waive any late payment
charge or any  prepayment  charge or penalty  interest  in  connection  with the
prepayment of a Mortgage Loan and (ii) extend the Due Date for payments due on a
Mortgage Note for a period not greater than 180 days;  provided,  however,  that
the Servicer  shall first  determine  that any such waiver or extension will not
impair the  coverage  of any  related  Primary  Insurance  Policy or  materially
adversely  affect  the lien of the  related  Mortgage.  In the event of any such
arrangement,  the Servicer  shall make timely  advances on the related  Mortgage
Loan during the scheduled period in accordance with the amortization schedule of
such Mortgage Loan without  modification  thereof by reason of such arrangements
unless  otherwise agreed to by the Indenture  Trustee and the Issuer;  provided,
however,  that no such  extension  shall be made if any such advance  would be a
Nonrecoverable  Advance.  Consistent  with  the  terms  of this  Agreement,  the
Servicer may also waive, modify or vary any term of any Mortgage Loan or consent
to the  postponement  of strict  compliance  with any such term or in any manner
grant  indulgence  to any  Mortgagor  if in the  Servicer's  determination  such
waiver,  modification,  postponement or indulgence is not materially  adverse to
the interests of the  Noteholders  or Credit  Enhancer  (taking into account any
estimated  Realized  Loss that  might  result  absent  such  action);  provided,
however,  that the Servicer may not modify  materially or permit any Subservicer
to modify any Mortgage Loan,  including without limitation any modification that
would change the Mortgage Rate, forgive the payment of any principal or interest
(unless in  connection  with the  liquidation  of the related  Mortgage  Loan or
except in connection with prepayments to the extent that such  reamortization is
not  inconsistent  with the terms of the  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.  In
connection with any Curtailment of a Mortgage Loan, the Servicer,  to the extent
not inconsistent with the terms of the Mortgage Note and local law and practice,
may permit the Mortgage Loan to be reamortized  such that the Monthly Payment is
recalculated  as an  amount  that  will  fully  amortize  the  remaining  Stated
Principal  Balance  thereof by the original  maturity date based on the original
Loan Rate. The Servicer shall not be required to institute or join in litigation
with respect to collection of any payment  (whether  under a Mortgage,  Mortgage
Note or otherwise or against any public or  governmental  authority with respect
to a taking or  condemnation)  if it  reasonably  believes  that  enforcing  the
provision of the Mortgage or other instrument  pursuant to which such payment is
required is prohibited by applicable  law.  Notwithstanding  the foregoing,  any
permitted  extension  of the final  maturity  date of a Mortgage  Loan shall not
exceed the end of the Due Period  preceding the Final Payment Date.  The general


                                       10
<PAGE>

terms of any waiver,  modification,  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, postponement or indulgence.

        The Servicer shall  segregate and hold all funds  collected and received
pursuant to each  Mortgage Loan separate and apart from any of its own funds and
general assets and shall  establish and maintain one or more Custodial  Accounts
held in trust,  entitled  "GMACM  Mortgage Loan Trust  2003-GH1." Each Custodial
Account shall be an Eligible Account.  The Custodial Account shall be maintained
as a  segregated  account,  separate  and apart from  trust  funds  created  for
mortgage pass-through  securities of other series, and the other accounts of the
Servicer.

        Within two Business  Days of receipt,  except as otherwise  specifically
provided  herein,  the  Servicer  shall  deposit or cause to be deposited in the
Custodial   Account  the  following   payments  and   collections   remitted  by
subservicers  or received by it in respect of the Mortgage  Loans  subsequent to
the Cut-Off  Date (other than in respect of  principal  and interest due on such
Mortgage Loans on or before the Cut-Off Date) and the following amounts required
to be deposited hereunder:

(i)            all payments of  principal  of or interest on the Mortgage  Loans
               received or any advance made by a Subservicer or any REO Proceeds
               received  in  connection  with an REO  Property  for which an REO
               Disposition  has  occurred,  net of any  portion of the  interest
               thereof retained by any Subservicer as subservicing fees;

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

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

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

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

provided,  however,  that with respect to each Due Period, the Servicer shall be
permitted to retain from payments in respect of interest on the Mortgage  Loans,
the  Servicing  Fee for such Due  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


                                       11
<PAGE>

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 3.17  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.

        With respect to Insurance Proceeds,  Liquidation Proceeds,  REO Proceeds
and the proceeds of the purchase of any Mortgage  Loan  received in any calendar
month,  the Servicer may elect to treat such amounts as included in the Interest
Collection  and  Principal  Collections  for the  Payment  Date in the  month of
receipt,  but is not obligated to do so. If the Servicer so elects, such amounts
will be deemed to have been  received  on the last day of the month prior to the
receipt thereof.

        The Servicer may cause the institution maintaining the Custodial Account
to invest any funds in the Custodial Account in Permitted Investments (including
obligations  of the  Servicer  or any of its  Affiliates,  if  such  obligations
otherwise qualify as Permitted Investments),  which investments shall mature not
later than the Business Day preceding  the next  succeeding  Payment  Date,  and
which  investments  shall  not be sold or  disposed  of  prior to  maturity.  In
addition,  no such Permitted  Investment shall be purchased at a price in excess
of par.  Except as provided  above,  all income and gain  realized from any such
investment  shall inure to the benefit of the  Servicer  and shall be subject to
its withdrawal or order from time to time. The amount of any losses  incurred in
respect of the principal  amount of any such  investments  shall be deposited in
the  Custodial  Account  by the  Servicer  out of its own funds  immediately  as
realized.

Section 3.08   Subservicing Accounts; Servicing Accounts.
               -----------------------------------------

(a) In those cases where a Subservicer  is servicing a Mortgage Loan pursuant to
a Subservicing Agreement, the Servicer shall cause the Subservicer,  pursuant to
the Subservicing  Agreement,  to establish and maintain one or more Subservicing
Accounts  which  shall be an  Eligible  Account  or, if such  account  is not an
Eligible  Account,  shall be acceptable to the Servicer and each Rating  Agency.
The  Subservicer  will be  required  thereby  to deposit  into the  Subservicing
Account  on a daily  basis  all  proceeds  of  Mortgage  Loans  received  by the
Subservicer,  less its Subservicing Fees and unreimbursed advances and expenses,
to the extent  permitted  by the  Subservicing  Agreement.  If the  Subservicing
Account  is not an  Eligible  Account,  the  Servicer  shall be  deemed  to have
received such monies upon receipt  thereof by the  Subservicer.  The Subservicer
shall not be  required  to  deposit  in the  Subservicing  Account  payments  or
collections  in the nature of  prepayment  charges or late charges or assumption
fees.  On or before  each  Determination  Date,  the  Servicer  shall  cause the
Subservicer,  pursuant to the Subservicing  Agreement,  to remit to the Servicer
for deposit in the Custodial Account all funds held in the Subservicing  Account
with  respect  to each  Mortgage  Loan  serviced  by such  Subservicer  that are
required to be remitted to the Servicer.

                                       12
<PAGE>

(b) In  addition to the  Custodial  Account and the Note  Payment  Account,  the
Servicer  shall  for any  Nonsubserviced  Mortgage  Loan,  and  shall  cause the
Subservicers  for Subserviced  Mortgage Loans to,  establish and maintain one or
more Servicing  Accounts and deposit and retain therein all collections from the
Mortgagors   (or  advances  from   Subservicers)   for  the  payment  of  taxes,
assessments,  hazard insurance premiums,  Primary Insurance Policy premiums,  if
applicable,  or  comparable  items  for  the  account  of the  Mortgagors.  Each
Servicing  Account shall be hold in trust,  entitled "GMAC Mortgage  Corporation
Servicing  Account  in trust  for the  benefit  of the of the  Holders  of GMACM
Mortgage Loan Trust  2003-GH1."  Withdrawals of amounts  related to the Mortgage
Loans from the Servicing  Accounts may be made only to effect timely  payment of
taxes,  assessments,   hazard  insurance  premiums,   Primary  Insurance  Policy
premiums,  if  applicable,  or  comparable  items,  to reimburse the Servicer or
Subservicer  out of  related  collections  for any  payments  made  pursuant  to
Sections 3.11 (with respect to the Primary  Insurance  Policy) and 3.12(a) (with
respect to hazard  insurance),  to refund to any  Mortgagors  any sums as may be
determined  to be overages,  to pay  interest,  if required,  to  Mortgagors  on
balances  in the  Servicing  Account  or to clear and  terminate  the  Servicing
Account at the termination of this Agreement in accordance with Section 8.08. As
part of its servicing  duties,  the Servicer shall, and the  Subservicers  will,
pursuant to the  Subservicing  Agreements,  be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.

(c) The  Servicer  shall  advance  the  payments  referred  to in the  preceding
subsection  that  are not  timely  paid by the  Mortgagors  or  advanced  by the
Subservicers  on the date when the tax,  premium  or other  cost for which  such
payment is intended  is due,  but the  Servicer  shall be required so to advance
only to the  extent  that  such  advances,  in the good  faith  judgment  of the
Servicer,  will  be  recoverable  by the  Servicer  out of  Insurance  Proceeds,
Liquidation Proceeds or otherwise.

Section 3.09   [Reserved].

Section 3.10   Permitted Withdrawals from the Custodial Account.
               ------------------------------------------------

(a) The Servicer shall,  from time to time as provided herein,  make withdrawals
from the  Custodial  Account of amounts on deposit  therein  pursuant to Section
3.07 that are attributable to the Mortgage Loans for the following purposes:

               (i) 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,  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;

               (ii) to pay to itself from any monthly payments received from the
        Mortgagors,  the amount of such payment that  represents  principal  and
        interest  accrued on the related  Mortgage  Loan for any period prior to
        the Cut-Off Date;

                                       13
<PAGE>

               (iii)  to  reimburse  itself  or  the  related   Subservicer  for
        previously  unreimbursed  advances or expenses made pursuant to Sections
        3.01,  3.07(a),   3.08,  3.11,  3.12(a),  3.14  and  4.04  or  otherwise
        reimbursable  pursuant to the terms of this  Agreement,  such withdrawal
        right being  limited to amounts  received on particular  Mortgage  Loans
        (including,   for  this  purpose,  REO  Proceeds,   Insurance  Proceeds,
        Liquidation  Proceeds and proceeds from the purchase of a Mortgage Loan)
        which represent (A) Late  Collections of Monthly  Payments for which any
        such  advance was made in the case of  Subservicer  Advances or Advances
        pursuant  to Section  4.04 and (B)  recoveries  of amounts in respect of
        which such advances were made in the case of Servicing Advances;

               (iv) to pay to itself out of each payment  received on account of
        interest on a Mortgage Loan as  contemplated  by Section 3.14, an amount
        equal to the related  Servicing  Fee and the Recovery Fee (to the extent
        not retained),  and to pay to any Subservicer any subservicing  fees not
        previously withheld by such Subservicer;

               (v) 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);

               (vi) 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 the related 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;

               (vii) to  reimburse  itself or the  related  Subservicer  for any
        Nonrecoverable  Advance  or  Advances  in the  manner  and to the extent
        provided by Section  3.10(c),  any  Advance  made in  connection  with a
        modification  of a Mortgage  Loan that is in default or, in the judgment
        of the Servicer,  default is reasonably  foreseeable pursuant to Section
        3.07,  to the  extent the  amount of the  Advance  has been added to the
        outstanding principal balance of the Mortgage Loan;

               (viii) to reimburse itself for Servicing  Advances expended by it
        (a)  pursuant  to  Section  3.14 in good  faith in  connection  with the
        restoration  of  property  damaged  by an  Uninsured  Cause,  and (b) in
        connection  with the liquidation of a Mortgage Loan or disposition of an
        REO Property to the extent not otherwise  reimbursed  pursuant to clause
        (iii) above;

               (ix) to withdraw  any other  amount  deposited  in the  Custodial
        Account  that was not  required  to be  deposited  therein  pursuant  to
        Section 3.07;

               (x) to reimburse itself for expenses incurred by and reimbursable
        to it pursuant to Section 3.11, 3.13, 3.14(c), 6.03 or otherwise;

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

                                       14
<PAGE>

               (xii)  if the  Servicer  is not  GMAC  Mortgage  Corporation,  to
        reimburse  itself for amounts paid to the Custodian  pursuant to Section
        3.4 of the Custodial Agreement.

        (b) Since,  in connection  with  withdrawals  pursuant to clauses (iii),
(iv), (v) and (vi), 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  3.10 or  otherwise  reimbursable  pursuant to the
terms  of  this  Agreement   that  the  Servicer   determines  to  be  otherwise
nonrecoverable  (except  with  respect  to any  Mortgage  Loan as to  which  the
Repurchase  Price has been paid),  by withdrawal  from the Custodial  Account of
amounts on deposit  therein  attributable  to the Mortgage Loans on any Business
Day prior to the Payment Date succeeding the date of such determination.

        (c) The Servicer  shall be entitled to  reimburse  itself or the related
Subservicer pursuant to clause 3.10(a)(vii) for any advance made in respect of a
Mortgage  Loan that the Servicer  determines to be a  Nonrecoverable  Advance by
withdrawal from the Custodial Account of amounts on deposit therein attributable
to the Mortgage  Loans on any day prior to the close of business on the Business
Day prior to the related Payment Date succeeding the date of such determination.
Such right of reimbursement  in respect of a Nonrecoverable  Advance on any such
Business  Day shall be limited to an amount not  exceeding  the  portion of such
advance  previously paid to Noteholders  (and not theretofore  reimbursed to the
Servicer or the related Subservicer).

Section  3.11  Maintenance  of  Hazard  Insurance  and  Omissions  and  Fidelity
Coverage.

(a) The Servicer shall cause to be maintained for each Mortgage Loan (other than
a Cooperative  Loan) hazard insurance with extended  coverage in an amount which
is equal to the lesser of (i)(A) the greater of the  principal  balance owing on
such Mortgage Loan and (B) the percentage  such that the proceeds  thereof shall
be  sufficient  to prevent the  application  of a  co-insurance  clause;  if the
Mortgaged  Property  is in an area  identified  in the  Federal  Register by the
Federal  Emergency  Management  Agency as being a special flood hazard area that
has federally-mandated flood insurance requirements,  the Servicer will cause to
be maintained a flood insurance  policy meeting the  requirements of the current
guidelines of the Federal Insurance  Administration with a generally  acceptable
insurance carrier, in an amount representing coverage not less than the least of
(i) the  outstanding  principal  balance of the Mortgage Loan,  (ii) the maximum
insurable  value of the  improvements  securing  such Mortgage Loan or (iii) the
maximum  amount  of  insurance  which is  available  under  the  Flood  Disaster
Protection Act of 1973, as amended;  or (ii) 100 percent of the insurable  value
of the improvements.  The Servicer shall also cause to be maintained on property
acquired upon foreclosure,  or deed in lieu of foreclosure, of any Mortgage Loan
(other than a Cooperative  Loan),  hazard insurance with extended coverage in an
amount  which  is  at  least  equal  to  the  maximum  insurable  value  of  the
improvements which are a part of such property,  liability insurance and, to the
extent required and available  under the Flood Disaster  Protection Act of 1973,
as amended,  flood insurance in an amount as provided above. Pursuant to Section
3.02, any 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,  subject to withdrawal  pursuant to Section 3.07. Any
cost incurred by the Servicer in maintaining  any such insurance  shall not, for


                                       15
<PAGE>

the purpose of calculating monthly distributions to the Noteholders, be added to
the amount owing under the Mortgage Loan,  notwithstanding that the terms of the
Mortgage Loan so permit.  Such costs shall be recoverable by the Servicer out of
related  late  payments  by  the  Mortgagor  or out of  Insurance  Proceeds  and
Liquidation  Proceeds to the extent  permitted by Section 3.07. It is understood
and agreed that no earthquake or other additional insurance is to be required of
any Mortgagor or  maintained 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.  All such policies
shall be endorsed  with  standard  mortgagee  clauses  with loss  payable to the
Servicer and its successors and/or assigns and shall provide for at least thirty
days  prior  written  notice of any  cancellation,  reduction  in the  amount or
material  change in coverage to the Servicer.  The Servicer  shall not interfere
with the Mortgagor's freedom of choice in selecting either his insurance carrier
or  agent,  provided,  however,  that the  Servicer  shall not  accept  any such
insurance  policies from insurance  companies  unless such  companies  currently
reflect a General Policy Rating in Best's Key Rating Guide currently  acceptable
to Fannie Mae and are licensed to do business in the state  wherein the property
subject to the policy is located.

        If the Servicer  shall obtain and  maintain a blanket  hazard  insurance
policy with  extended  coverage  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  3.11, 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 3.11 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 Servicer  shall be made on the last  Business Day of the month in
which  payments under any such policy would have been deposited in the Custodial
Account.  In connection with its activities as administrator and servicer of the
Mortgage  Loans,  the  Servicer  agrees to  present,  on behalf of  itself,  the
Indenture Trustee and the Issuer, claims under any such blanket policy.

(b) The  Servicer  shall obtain and maintain at its own expense and keep in full
force and effect  throughout the term of this Agreement a blanket  fidelity bond
and an errors and omissions  insurance  policy covering the Servicer's  officers
and employees  and other persons  acting on behalf of the Servicer in connection
with its  activities  under  this  Agreement.  The  amount  of  coverage,  taken
together,  shall be at least  equal to the  coverage  that would be  required by
Fannie Mae or Freddie Mac,  with  respect to the  Servicer if the Servicer  were
servicing and administering the Mortgage Loans for Fannie Mae or Freddie Mac. In
the event  that any such bond or policy  ceases to be in  effect,  the  Servicer
shall obtain a comparable  replacement bond or policy from an issuer or insurer,
as the case may be, meeting the requirements set forth above.

                                       16
<PAGE>

Section  3.12  Maintenance  of  the  Primary  Insurance  Policies;   Collections
Thereunder.

(a) The Servicer  shall not take, or permit any  Subservicer to take, any action
which would result in non-coverage under any applicable Primary Insurance Policy
of any loss which,  but for the actions of the  Servicer or  Subservicer,  would
have been covered thereunder.  To the extent coverage is available, the Servicer
shall  keep or cause to be kept in full  force and  effect a  Primary  Insurance
Policy in the case of each Mortgage Loan that had a Primary  Insurance Policy on
the Cut-Off Date in  accordance  with the terms and  conditions of such Mortgage
Loan.  The  Servicer  shall not  cancel  or  refuse  to renew  any such  Primary
Insurance Policy applicable to a Nonsubserviced Mortgage Loan, or consent to any
Subservicer  canceling  or refusing to renew any such Primary  Insurance  Policy
applicable to a Mortgage Loan  subserviced  by it, that is in effect at the date
of the  initial  issuance  of the  Notes  and is  required  to be kept in  force
hereunder unless the replacement  Primary  Insurance Policy for such canceled or
non-renewed policy is maintained with an insurer whose claims-paying  ability is
acceptable to each Rating Agency for mortgage backed  securities having a rating
equal to or better  than the  lower of the  then-current  rating  or the  rating
assigned  to the  Notes  as of the  Closing  Date  by  such  Rating  Agency.  In
connection with any assumption or substitution  agreement  entered into or to be
entered into pursuant to Section 3.13, the Servicer  shall  promptly  notify the
insurer under the related Primary  Insurance  Policy, if any, of such assumption
or  substitution  of liability in  accordance  with the terms of such policy and
shall take all actions  which may be required by such  insurer as a condition to
the continuation of coverage under the Primary Insurance Policy. If such Primary
Insurance Policy is terminated as a result of such assumption or substitution of
liability,  the Servicer shall obtain a replacement  Primary Insurance Policy as
provided above.

(b) In  connection  with its  activities  as  administrator  and servicer of the
Mortgage  Loans,  the  Servicer  agrees  to  present  or to  cause  the  related
Subservicer to present, on behalf of the Servicer, the Subservicer,  if any, the
Indenture  Trustee and Issuer,  claims to the related  Insurer under any Primary
Insurance Policies, in a timely manner in accordance with such policies, and, in
this  regard,  to take or cause to be taken such  reasonable  action as shall be
necessary to permit  recovery under any Primary  Insurance  Policies  respecting
defaulted  Mortgage  Loans.  Pursuant to Section 3.07,  any  Insurance  Proceeds
collected by or remitted to the Servicer  under any Primary  Insurance  Policies
shall be deposited in the Custodial Account,  subject to withdrawal  pursuant to
Section 3.10.

Section 3.13  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, the Servicer
is not required to exercise  such rights with respect to a Mortgage  Loan if the
Person to whom the related  Mortgaged  Property has been conveyed or is proposed


                                       17
<PAGE>

to be conveyed satisfies the terms and conditions contained in the Mortgage Note
and  Mortgage  related  thereto  and the  consent  of the  mortgagee  under such
Mortgage Note or Mortgage is not otherwise so required  under such Mortgage Note
or Mortgage as a condition to such  transfer.  In the event that the Servicer is
prohibited by law from  enforcing any such  due-on-sale  clause,  or if coverage
under  any  Required  Insurance  Policy  would  be  adversely  affected,  or  if
nonenforcement  is otherwise  permitted  hereunder,  the Servicer is authorized,
subject to Section 3.13(b), to take or enter into an assumption and modification
agreement  from or with the person to whom such property has been or is about to
be  conveyed,  pursuant to which such person  becomes  liable under the Mortgage
Note and,  unless  prohibited  by applicable  state law, the  Mortgagor  remains
liable thereon, provided that the Mortgage Loan shall continue to be covered (if
so covered before the Servicer enters such agreement) by the applicable Required
Insurance Policies. The Servicer, subject to Section 3.13(b), is also authorized
with the prior approval of the insurers under any Required Insurance Policies to
enter into a substitution of liability  agreement with such Person,  pursuant to
which the  original  Mortgagor  is released  from  liability  and such Person is
substituted   as  Mortgagor  and  becomes   liable  under  the  Mortgage   Note.
Notwithstanding the foregoing, the Servicer shall not be deemed to be in default
under this  Section by reason of any transfer or  assumption  which the Servicer
reasonably  believes it is  restricted  by law from  preventing,  for any reason
whatsoever.

(b)  Subject to the  Servicer's  duty to enforce any  due-on-sale  clause to the
extent set forth in Section 3.13(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 or REMIC II 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.  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.

                                       18
<PAGE>

(c) The  Servicer  or the  related  Subservicer,  as the case  may be,  shall be
entitled  to approve a request  from a  Mortgagor  for a partial  release of the
related  Mortgaged  Property,  the  granting of an easement  thereon in favor of
another Person,  any alteration or demolition of the related Mortgaged  Property
(or,  with respect to a Cooperative  Loan,  the related  Cooperative  Apartment)
without  any  right  of  reimbursement  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 Loan, that the security for,
and the timely  and full  collectability  of,  such  Mortgage  Loan would not be
adversely  affected  thereby.  Any fee  collected by the Servicer or the related
Subservicer  for  processing  such a request will be retained by the Servicer or
such Subservicer as additional servicing compensation.

(d) Subject to any other applicable terms and conditions of this Agreement,  the
Indenture  Trustee and Servicer  shall be entitled to approve an  assignment  in
lieu of  satisfaction  with respect to any Mortgage  Loan,  provided the obligee
with respect to such Mortgage Loan following such proposed  assignment  provides
the Indenture  Trustee and Servicer with a "Lender  Certification for Assignment
of  Mortgage  Loan",  in form and  substance  satisfactory  to the  Trustee  and
Servicer,  providing the following: (i) that the substance of the assignment is,
and is intended to be, a refinancing  of such  Mortgage;  (ii) that the Mortgage
Loan  following  the proposed  assignment  will have a rate of interest at least
0.25 percent  below or above the rate of interest on such Mortgage Loan prior to
such proposed  assignment;  and (iii) that such  assignment is at the request of
the borrower under the related  Mortgage Loan. Upon approval of an assignment in
lieu of  satisfaction  with respect to any  Mortgage  Loan,  the Servicer  shall
receive cash in an amount equal to the unpaid  principal  balance of and accrued
interest on such  Mortgage  Loan and the  Servicer  shall treat such amount as a
Principal Prepayment in Full with respect to such Mortgage Loan for all purposes
hereof.

Section 3.14   Realization Upon Defaulted Mortgage Loans.
               -----------------------------------------

(a) The Servicer shall foreclose upon or otherwise comparably convert (which may
include an REO  Acquisition)  the ownership of  properties  securing such of the
Mortgage  Loans  as come  into  and  continue  in  default  and as to  which  no
satisfactory  arrangements  can be made for  collection of  delinquent  payments
pursuant  to  Section  3.07.  In  connection  with  such  foreclosure  or  other
conversion,  the  Servicer  shall,  consistent  with Section  3.01,  follow such
practices and  procedures as it shall deem  necessary or advisable,  as shall be
normal and usual in its general mortgage servicing activities, as shall meet the
requirements  under  any  Required  Insurance  Policy  or,  if  applicable,  the
requirements  established by the FHA or VA, and as shall be consistent  with the
provisions  of this  Agreement.  With respect to any REO  Property,  the deed or
certificate of sale shall be taken in the name of the Indenture  Trustee,  which
shall hold the same on behalf of the Issuer in  accordance  with Section 3.13 of
the Indenture. The Indenture Trustee's name shall be placed on the title to such
REO Property solely as the Indenture Trustee hereunder and not in its individual
capacity.  The  Servicer  shall  ensure  that the  title  to such  REO  Property
references this Agreement and the Indenture Trustee's capacity  thereunder.  The
Servicer,  however, shall not be required to expend its own funds or incur other
reimbursable   charges  in  connection  with  any   foreclosure,   or  attempted
foreclosure  which is not completed,  or towards the restoration of any property
unless it shall  determine (i) that such  restoration  and/or  foreclosure  will
increase the proceeds of liquidation of the Mortgage Loan to Holders of Notes of
one or more Classes after  reimbursement  to itself for such expenses or charges
and (ii) that  such  expenses  or  charges  will be  recoverable  to it  through
Liquidation  Proceeds,  Insurance Proceeds, or REO Proceeds (respecting which it
shall have  priority  for purposes of  withdrawals  from the  Custodial  Account
pursuant to Section 3.10,  whether or not such expenses and charges are actually
recoverable  from  related  Liquidation  Proceeds,  Insurance  Proceeds  or  REO
Proceeds). In the event of such a determination by the Servicer pursuant to this
Section 3.14(a), the Servicer shall be entitled to reimbursement of such amounts
pursuant  to Section  3.10.  If the  Servicer  has  knowledge  that a  Mortgaged
Property which the Servicer is contemplating acquiring in foreclosure or by deed


                                       19
<PAGE>

in lieu of  foreclosure  is  located  within a one (1) mile  radius  of any site
listed in the Expenditure Plan for the Hazardous  Substance Clean Up Bond Act of
1984 or other site with  environmental  or  hazardous  waste  risks known to the
Servicer, the Servicer will, prior to acquiring the Mortgaged Property, consider
such risks and only take action in accordance with its established environmental
review procedures.

        The Servicer  shall,  either itself or through an agent  selected by the
Servicer,  and in accordance with the Fannie Mae guidelines,  manage,  conserve,
protect  and  operate  each REO  Property  in the same  manner  that it manages,
conserves,  protects and operates other foreclosed property for its own account,
and in the same manner  that  similar  property in the same  locality as the REO
Property is managed.  Each  disposition  of REO Property shall be carried out by
the  Servicer at such price and upon such terms and  conditions  as the Servicer
deems to be in the best interest of the Noteholders.

        Upon the occurrence of a Cash Liquidation or REO Disposition,  following
the deposit in the  Custodial  Account of all  Insurance  Proceeds,  Liquidation
Proceeds and other  payments and  recoveries  referred to in the  definition  of
"Cash  Liquidation"  or "REO  Disposition,"  as applicable,  upon receipt by the
Indenture Trustee of written  notification of such deposit signed by a Servicing
Officer,  the  Indenture  Trustee or any  Custodian,  as the case may be,  shall
release to the  Servicer the related  Mortgage  File and the  Indenture  Trustee
shall execute and deliver such instruments of transfer or assignment prepared by
the Servicer,  in each case without  recourse,  as shall be necessary to vest in
the Servicer or its designee, as the case may be, the related Mortgage Loan, and
thereafter   such  Mortgage  Loan  shall  not  be  part  of  the  Trust  Estate.
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.  If the Servicer
continues to pursue recovery,  the Servicer shall continue to be entitled to the
Servicing Fee with respect to that  Mortgage  Loan and to be reimbursed  for any
advances  and  expenses  as  though  such  Mortgage  Loan  continued  to  be  an
Outstanding Mortgage Loan hereunder.  Notwithstanding the foregoing or any other
provision of this  Agreement,  in the Servicer's sole discretion with respect to
any  defaulted  Mortgage  Loan or REO  Property  as to either  of the  following
provisions,  (i) a Cash  Liquidation  or REO  Disposition  may be deemed to have
occurred if substantially all amounts expected by the Servicer to be received in
connection  with the related  defaulted  Mortgage Loan or REO Property have been
received,  and (ii) for purposes of  determining  the amount of any  Liquidation
Proceeds,  Insurance Proceeds, REO Proceeds or any other unscheduled collections


                                       20
<PAGE>

or the amount of any Realized Loss,  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 the
related defaulted Mortgage Loan or REO Property.

(b) If title to any Mortgaged Property is acquired by the Trust Estate as an REO
Property  by  foreclosure  or by  deed  in  lieu  of  foreclosure,  the  deed or
certificate of sale shall be issued to the Indenture,  which shall hold the same
in  accordance  with Section  3.13 of the  Indenture.  Notwithstanding  any such
acquisition of title and  cancellation  of the related  Mortgage Loan,  such REO
Property shall (except as otherwise  expressly provided herein) be considered to
be an outstanding  Mortgage Loan held in the Trust Estate until such time as the
REO Property  shall be sold.  Consistent  with the foregoing for purposes of all
calculations hereunder so long as such REO Property 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 and the related  amortization  schedule in effect at the time
of  any  such  acquisition  of  title  (after  giving  effect  to  any  previous
Curtailments  and before any  adjustment  thereto by reason of any bankruptcy or
similar  proceeding or any  moratorium or similar waiver or grace period) remain
in effect. To the extent the net income received during any calendar month is in
excess of the amount  attributable to amortizing  principal and accrued interest
at the related  Mortgage  Rate on the related  Mortgage  Loan for such  calendar
month,  such  excess  shall be  considered  to be a  Curtailment  of the related
Mortgage Loan.

(c) 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  3.14;  second,  to pay the  Servicer  or the  related  Subservicer  all
Servicing  Fees and  unreimbursed  Advances  payable  therefrom;  third,  to pay
accrued and unpaid  interest on such  Mortgage  Loan and any related REO Imputed
Interest,  at the Net Loan Rate to the Payment Date on which such amounts are to
be deposited in the Note Payment Account or Custodial 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 or REMIC II as a REMIC under  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


                                       21
<PAGE>

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 or
REMIC II 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 3.15   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 the Servicer  shall deliver to the Custodian  copies of
any written assurance,  assumption agreement or substitution  agreement or other
similar agreement  pursuant to Section 3.05, the Custodian 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. If any
such documents  submitted by the Servicer do not meet the above  qualifications,
such documents shall promptly be returned by the Custodian to the Servicer, with
a direction to the Servicer to forward the correct documentation.

(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 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


                                       22
<PAGE>

Custodian to release the Related Documents 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  3.16  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  calendar  month.  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 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
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.

Section 3.17   Servicing Compensation.

                                       23
<PAGE>

(a) The  Servicer,  as  compensation  for its  activities  hereunder,  shall  be
entitled  to receive  on each  Distribution  Date the  amounts  provided  for by
clauses  (iv),  (v)  and  (vi) of  Section  3.10(a).  The  amount  of  servicing
compensation  provided for in such clauses  shall be accounted for on a Mortgage
Loan-by-Mortgage Loan basis. In the event that Liquidation  Proceeds,  Insurance
Proceeds and REO Proceeds  (net of amounts  reimbursable  therefrom  pursuant to
Section 3.10(a)(iii)) in respect of a Cash Liquidation or REO Disposition exceed
the unpaid principal  balance of such Mortgage Loan plus unpaid interest accrued
thereon at a per annum rate equal to the related Net Loan Rate (or the  Modified
Net Loan  Rate in the case of a  Modified  Mortgage  Loan) and any  related  REO
Imputed Interest,  the Servicer shall be entitled to retain therefrom and to pay
to itself  and/or the  related  Subservicer,  any  Foreclosure  Profits  and any
Servicing Fee or Subservicing Fee considered to be accrued but unpaid.

(b) Additional  servicing  compensation in the form of prepayment  charges,  the
Recovery  Fee,  assumption  fees,  late payment  charges,  investment  income on
amounts in the Custodial  Account or otherwise shall be retained by the Servicer
or the Subservicer to the extent provided herein.

(c) The  Servicer  shall be required to pay, or cause to be paid,  all  expenses
incurred by it in connection with its servicing  activities hereunder (including
payment of premiums for the Primary  Insurance  Policies,  if any, to the extent
such  premiums  are not required to be paid by the related  Mortgagors,  certain
expenses of the Trustee as provided in Section  8.05,  and the fees and expenses
of any Custodian) and shall not be entitled to reimbursement  therefor except as
specifically provided in Sections 3.10 and 3.14.

(d)  The  Servicer's  right  to  receive  servicing   compensation  may  not  be
transferred in whole or in part except in connection with the transfer of all of
its responsibilities and obligations of the Servicer under this Agreement.

Section 3.18   Annual Statement as to Compliance.
               ---------------------------------

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

(b) The  Servicer  shall  deliver to the  Issuer,  the Credit  Enhancer  and the
Indenture Trustee promptly after having obtained  knowledge  thereof,  but in no


                                       24
<PAGE>

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 3.19 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 Credit Enhancer, the Depositor,  the Underwriter 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 3.18 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  3.20 Access to Certain  Documentation  and  Information  Regarding  the
Mortgage Loans.  Whenever required by statute or regulation,  the Servicer shall
provide to 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 3.20 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  3.20  as a  result  of such  obligation  shall  not
constitute a breach of this Section 3.20.

Section 3.21 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 3.22 Information Required by the Internal Revenue Service and Reports of
Foreclosures and Abandonments of Mortgaged Property.  The Servicer shall prepare
and  deliver  all  federal and state  information  reports  with  respect to the
Mortgage Loans when and as required by all  applicable  state and federal income
tax laws. In particular,  with respect to the requirement under Section 6050J of
the Code to the effect that the  Servicer or  Subservicer  shall make reports of
foreclosures and abandonments of any mortgaged  property for each year beginning
in 2003,  the  Servicer  or  Subservicer  shall file  reports  relating  to each
instance  occurring during the previous  calendar year in which the Servicer (a)
on behalf of the Issuer,  acquired an interest in any Mortgaged Property through
foreclosure or other comparable  conversion in full or partial satisfaction of a


                                       25
<PAGE>

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 3.23   Administration of Buydown Funds.
               -------------------------------

(a) With respect to any Buydown  Mortgage  Loan, the Servicer will withdraw from
the account that  satisfies the  requirements  for a  Subservicing  Account (the
"Buydown  Account") the predetermined  amount that, when added to the amount due
on such date from the  Mortgagor,  equals the full  Monthly  Payment and deposit
that amount in the Custodial  Account  together with the related payment made by
the Mortgagor or advanced by the Subservicer.

(b) If the  Mortgagor  on a  Buydown  Mortgage  Loan  prepays  such  loan in its
entirety  during  the period  (the  "Buydown  Period")  when  Buydown  Funds are
required  to be  applied to such  Buydown  Mortgage  Loan,  the  Servicer  shall
withdraw from the Buydown  Account and remit any Buydown Funds  remaining in the
Buydown Account in accordance with the related buydown agreement.  The amount of
Buydown  Funds  which may be  remitted in  accordance  with the related  buydown
agreement  may reduce the amount  required to be paid by the  Mortgagor to fully
prepay the related  Mortgage  Loan. If the Mortgagor on a Buydown  Mortgage Loan
defaults  on such  Mortgage  Loan  during the  Buydown  Period and the  property
securing such Buydown  Mortgage Loan is sold in the liquidation  thereof (either
by the Servicer or the insurer under any related Primary Insurance Policy),  the
Servicer  shall  withdraw  from the Buydown  Account the Buydown  Funds for such
Buydown  Mortgage Loan still held in the Buydown Account and deposit the same in
the Custodial Account or, pay to the insurer under any related Primary Insurance
Policy if the Mortgaged Property is transferred to such insurer and such insurer
pays all of the loss incurred in respect of such default. Any amount so remitted
pursuant to the  preceding  sentence will be deemed to reduce the amount owed on
the Mortgage Loan.

                                       26
<PAGE>

                                   ARTICLE IV

                              Servicing Certificate

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

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

(i)     the  aggregate  amount of (a)  Interest  Collections  and (b)  Principal
        Collections, for the related 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;

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

(v)     the aggregate Stated  Principal  Balance of the Mortgage Loans as of the
        end of the preceding Due Period,  the aggregate Stated Principal Balance
        of the fixed rate Mortgage  Loans,  and the aggregate  Stated  Principal
        Balance of the adjustable rate Mortgage Loans;

(vi)    the number and aggregate Stated 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 Due Period; provided,  however, that
        such information shall not be provided on the statements relating to the
        first Payment Date;

(vii)   the number and aggregate Stated Principal  Balances of Land 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 Due Period; provided,  however, that
        such information shall not be provided on the statements relating to the
        first Payment Date;

                                       27
<PAGE>

(viii)  the  aggregate  Liquidation  Loss  Amounts and  Substitution  Adjustment
        Amounts with respect to the related Payment Date, the amount distributed
        as principal to Noteholders  in respect of Liquidation  Loss Amounts and
        the aggregate of the Liquidation  Loss Amounts from all Payment Dates 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)     the  Percentage  Interest  applicable to each of the  Securities,  after
        application of payments made on such Payment Date;

(xi)    the Overcollateralization Amount and the Required  Overcollateralization
        Amount as of the Payment Date;

(xii)   the weighted  average of the Net Loan Rates for the  Mortgage  Loans for
        the related Due Period;

(xiii)  any Deficiency Amount;

(xiv)   the Twelve Month Loss Amount (minus the amount of any Recovery Amounts);
        and

(xv)    the Rolling Three Month  Delinquency  Rate for such Payment Date and the
        two preceding Payment Dates.

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

        If a Servicing  Default  shall occur,  on the Business Day following the
related Determination Date, the Servicer shall forward to the Indenture Trustee,
and the  Indenture  Trustee,  pursuant to Section 3.26 of the  Indenture,  shall
forward  or  cause  to be  forwarded  by mail to  each  Certificateholder,  each
Noteholder,   the  Depositor,  the  Credit  Enhancer,  the  Owner  Trustee,  the
Certificate  Paying  Agent and each Rating  Agency,  a statement to such effect,
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 monthly statement to Securityholders
(and, at its option,  any additional files containing the same information in an
alternative  format)  available  each  month  to  Securityholders,   the  Credit
Enhancer,  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.abs.bankone.com".  Assistance  in  using  the  website  can be
obtained by calling the customer  service desk at (800)  524-9472.  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


                                       28
<PAGE>

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.

(b) [Reserved].

(c) 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.
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.

(d) On or  before  2:00  P.M.  New York time on each  Business  Day  immediately
preceding  each Payment Date,  the Servicer shall either (i) deposit in the Note
Payment  Account  from  its own  funds,  or  funds  received  therefor  from the
Subservicers,  an amount  equal to the  Advances  to be made by the  Servicer in
respect of the related Payment Date, which shall be in an aggregate amount equal
to the aggregate  amount of Monthly Payments (with each interest portion thereof
adjusted  to the Net  Loan  Rate),  less the  amount  of any  related  Servicing
Modifications,  Debt Service  Reductions or reductions in the amount of interest
collectable  from the Mortgagor  pursuant to the  Soldiers'  and Sailors'  Civil
Relief Act of 1940,  as amended,  on the Mortgage  Loans  outstanding  as of the
related Due Date,  which  Monthly  Payments  were  delinquent as of the close of
business as of the related Determination Date; provided that no Advance shall be
made if it would be a  Nonrecoverable  Advance,  (ii)  withdraw  from amounts on
deposit in the Custodial  Account and deposit in the Note Payment Account all or
a portion of the Amount Held for Future  Distribution  in  discharge of any such
Advance,  or (iii) make advances in the form of any  combination of (i) and (ii)
aggregating  the amount of such  Advance.  Any  portion  of the Amount  Held for
Future  Distribution so used shall be replaced by the Servicer by deposit in the
Note  Payment  Account  on or before  11:00  A.M.  New York  time on any  future
Business Day  immediately  preceding  each Payment Date to the extent that funds
attributable  to the Mortgage Loans that are available in the Custodial  Account
for deposit in the Note Payment  Account on such Payment Date shall be less than
payments to  Securityholders  required to be made on the following Payment Date.
Such  allocations  shall be  conclusive  for  purposes of  reimbursement  to the
Servicer from recoveries on related Mortgage Loans pursuant to Section 3.10(a).

        The  determination  by the  Servicer  that it has made a  Nonrecoverable
Advance or that any proposed Advance, if made, would constitute a Nonrecoverable
Advance,  shall  be  evidenced  by an  Officers'  Certificate  of  the  Servicer
delivered to the Depositor and the Indenture Trustee.

                                       29
<PAGE>

        If the Servicer  determines  as of the Business Day  preceding  any Note
Payment  Account  Deposit  Date that it will be unable  to  deposit  in the Note
Payment  Account  an amount  equal to the  Advance  required  to be made for the
immediately  succeeding Payment Date, it shall give notice to the Trustee of its
inability to advance (such notice may be given by telecopy), not later than 3:00
P.M., New York time, on such Business Day, specifying the portion of such amount
that it will be unable to deposit.  Not later than 3:00 P.M.,  New York time, on
the Note Payment Account  Deposit Date the Trustee shall,  unless by 12:00 Noon,
New York time,  on such day the  Indenture  Trustee  shall have been notified in
writing (by  telecopy)  that the  Servicer  shall have  directly  or  indirectly
deposited in the Note Payment  Account such portion of the amount of the Advance
as to which the  Servicer  shall have given  notice  pursuant  to the  preceding
sentence,  pursuant  to  Section  7.01,  (a)  terminate  all of the  rights  and
obligations of the Servicer under this Agreement in accordance with Section 7.01
and  (b)  assume  the  obligations  of the  Servicer  hereunder,  including  the
obligation to deposit in the Note Payment Account an amount equal to the Advance
for  the  immediately   succeeding  Payment  Date  and  such  other  rights  and
obligations set forth in Section 7.02 hereof.

        The Indenture  Trustee  shall deposit all funds it receives  pursuant to
this Section 4.01 into the Note Payment Account.

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  Indenture  Trustee  shall,  on behalf of the  Depositor  and in
respect of the Trust Fund, prepare and cause to be filed with the Commission and
the Servicer shall execute 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 Indenture  Trustee nor the Servicer shall have any liability with respect to
Indenture  Trustee's  failure to  properly  prepare or file,  or the  Servicer's
failure to execute,  such  periodic  reports  resulting  from or relating to the
Indenture Trustee's or the Servicer's,  as the case may be, inability or failure
to maintain or obtain any information not resulting from the Indenture Trustee's
or the Servicer's, as the case may be, 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


                                       30
<PAGE>

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.

        (c) The  Indenture  Trustee  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 Indenture Trustee 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.

                                       31
<PAGE>

                                   ARTICLE V

                              Note Payment Account

Section 5.01 Note Payment  Account.  The Indenture  Trustee shall  establish and
maintain  an Eligible  Account  entitled  "Bank One,  National  Association,  as
Indenture  Trustee,  for the  benefit  of the  Securityholders  and  the  Credit
Enhancer,  the Certificate Paying Agent, pursuant to the Indenture,  dated as of
April 8, 2003, between GMACM Mortgage Loan Trust 2003-GH1 and Bank One, National
Association"  (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.

                                       32
<PAGE>

                                   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 willing to service the Mortgage Loans and executes and delivers to the Issuer
an agreement  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 and  determined
without  regard to the Policy in the case of the Class A-5 Notes);  and provided
further,  that the Owner  Trustee  shall  receive  an  Opinion of Counsel to the
effect  that such  assignment  or  delegation  will not  cause the  Issuer to be
treated  as an  association  (or a  publicly-traded  partnership)  taxable  as a
corporation for federal income tax purposes.

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


                                       33
<PAGE>

this Agreement or the Securities, including any amount paid to the Owner Trustee
or the  Indenture  Trustee  pursuant  to Section  6.06(b),  other than any loss,
liability or expense incurred by reason of its willful misfeasance, bad faith or
gross  negligence in the performance of its duties hereunder or by reason of its
reckless  disregard of its obligations and duties hereunder.  The Servicer shall
not be under any  obligation to appear in,  prosecute or defend any legal action
that is not incidental to its duties to service the Mortgage Loans in accordance
with this  Agreement,  and that in its  opinion may involve it in any expense or
liability;  provided,  however,  that the  Servicer  may in its sole  discretion
undertake any such action that it may deem  necessary or desirable in respect of
this Agreement, the rights and duties of the parties hereto and the interests of
the  Securityholders.  In such event, the reasonable legal expenses and costs of
such action and any liability resulting  therefrom shall be expenses,  costs and
liabilities  of the Issuer,  and the Servicer shall be entitled to be reimbursed
therefor.  The Servicer's right to indemnity or  reimbursement  pursuant to this
Section  6.03 shall  survive any  resignation  or  termination  of the  Servicer
pursuant to Section 6.04 or 7.01 with respect to any losses,  expenses, costs or
liabilities  arising prior to such  resignation or termination  (or arising from
events that occurred prior to such resignation or termination).

Section 6.04 Servicer Not to Resign.  Subject to the provisions of Section 6.02,
the Servicer shall not resign from the  obligations and duties hereby imposed on
it except (a) upon  determination  that the  performance  of its  obligations or
duties  hereunder  are no  longer  permissible  under  applicable  law or are in
material conflict by reason of applicable law with any other activities  carried
on by it or its subsidiaries or Affiliates, the other activities of the Servicer
so causing such a conflict being of a type and nature carried on by the Servicer
or its  subsidiaries  or  Affiliates  at the date of this  Agreement or (b) upon
satisfaction of the following conditions: (i) the Servicer shall have proposed a
successor  servicer to the Issuer and the Indenture  Trustee in writing and such
proposed  successor  servicer  is  reasonably  acceptable  to  the  Issuer,  the
Indenture Trustee;  and (ii) each Rating Agency shall have delivered a letter to
the Issuer and the Indenture  Trustee prior to the  appointment of the successor
servicer  stating that the proposed  appointment of such  successor  servicer as
Servicer  hereunder will not cause a Rating Event (determined  without regard to
the Policy in the case of the Class A-5 Notes), 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.  Any such
resignation  shall not relieve the  Servicer  of  responsibility  for any of the
obligations  specified in Sections 7.01 and 7.02 as obligations that survive the
resignation or termination of the Servicer.  Any such  determination  permitting
the  resignation  of the Servicer shall be evidenced by an Opinion of Counsel to
such effect delivered to the Indenture Trustee.

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

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

(a)     After the Closing Date, the Servicer  covenants and agrees to pay to the
        Owner Trustee, the Indenture Trustee and any co-trustee of the Indenture
        Trustee or the Owner Trustee from time to time,  and the Owner  Trustee,
        the  Indenture  Trustee and any such  co-trustee  shall be entitled  to,


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<PAGE>

        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  GMACM  is the
        Servicer  shall be as set  forth in the  letter  agreement  between  the
        Indenture Trustee and the servicer dated June 28, 2001) for all services
        rendered by each of them in the  execution of the trusts  created  under
        the  Trust   Agreement  and  the  Indenture  and  in  the  exercise  and
        performance of any of the powers and duties under the Trust Agreement or
        the Indenture,  as the case may be, of the Owner Trustee,  the Indenture
        Trustee and any  co-trustee,  and the Servicer will pay or reimburse the
        Indenture  Trustee and any  co-trustee  upon request for all  reasonable
        expenses,  disbursements  and advances incurred or made by the Indenture
        Trustee or any  co-trustee in accordance  with any of the  provisions of
        this  Agreement,  the Indenture or the Trust  Agreement  except any such
        expense,  disbursement  or  advance  as may arise  from its  negligence,
        willful  misfeasance or bad faith.  In addition,  the Indenture  Trustee
        shall be entitled to be reimbursed  from the Servicer for all reasonable
        costs  associated  with the transfer of servicing  from the  predecessor
        servicer  pursuant  to  Section  7.02  hereunder,   including,   without
        limitation,  any  reasonable  costs  or  expenses  associated  with  the
        complete  transfer of all servicing data and the completion,  correction
        or  manipulation  of  such  servicing  data  as may be  required  by the
        Indenture  Trustee  to  correct  any  errors or  insufficiencies  in the
        servicing  data or otherwise to enable the Indenture  Trustee to service
        the Mortgage Loans properly and effectively.

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

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<PAGE>

        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.

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<PAGE>

                                  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 or the  Indenture  Trustee may terminate all of the
rights and  obligations of the Servicer as servicer  under this Agreement  other
than its right to receive servicing  compensation and expenses for servicing the
Mortgage  Loans  hereunder   during  any  period  prior  to  the  date  of  such
termination,  and the Issuer or the Indenture Trustee,  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 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,  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  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 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


                                       37
<PAGE>

reasonable  diligence by the Servicer and such delay or failure was caused by an
act of God or the public  enemy,  acts of declared  or  undeclared  war,  public
disorder,  rebellion  or  sabotage,  epidemics,  landslides,   lightning,  fire,
hurricanes,  earthquakes, floods or similar causes. The preceding sentence shall
not relieve the Servicer from using reasonable efforts to perform its respective
obligations in a timely manner in accordance  with the terms of this  Agreement.
The Servicer shall provide the Indenture  Trustee 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 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 or sends a notice  pursuant  to  Section  6.04,  the  Indenture
Trustee as pledgee of the Mortgage Loans shall itself  become,  or shall appoint
an affiliate of the Indenture Trustee to become the successor in all respects to
the  Servicer  in  its  capacity  as  servicer  under  this  Agreement  and  the
transactions set forth or provided for herein and shall  immediately  assume all
of the  obligations  of the  Servicer to make  Advances on Mortgage  Loans under
Section  4.01(d) and will be subject to all other  responsibilities,  duties and
liabilities  relating thereto placed on the Servicer,  including the obligations
to make  Advances  which have been or will be required to be made,  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 may require the Servicer  being  terminated  to
continue to perform such servicing  responsibilities (other than making advances
on the Mortgage  Loans under  Section  3.02(b)) as the  Indenture  Trustee deems
appropriate.  In such event,  the Servicer being  terminated  shall provide such
services as directed by the Indenture Trustee until the earliest of the date the
Indenture Trustee notifies such Servicer to discontinue providing such services,
the date on which a successor  servicer or the Indenture Trustee has assumed all
responsibilities,  duties  and  liabilities  of the  Servicer  hereunder  or the
expiration of the 90 day period. The Servicer shall be entitled to the Servicing
Fee  hereunder  for any period during which the Servicer is obligated to provide
such services as if no termination of the Servicer had occurred. Nothing in this
Agreement or in the Trust  Agreement shall be construed to permit or require the
Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities
of the initial  Servicer in its capacity as Seller under the Purchase  Agreement
(other than  Advances  deemed  recoverable  and not  previously  made),  (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


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<PAGE>

shall (in the situation  described in clause (y)) appoint or petition a court of
competent  jurisdiction  to appoint any  established  housing  and home  finance
institution, bank or other mortgage loan servicer having a net worth of not less
than $10,000,000 as the successor to the Servicer hereunder in the assumption of
all or any part of the  responsibilities,  duties or liabilities of the Servicer
hereunder; and provided that the appointment of any such successor Servicer will
not result in a Rating  Event  (determined  without  regard to the Policy in the
case of the Class A-5 Notes). 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 (or such other  compensation as
the Indenture  Trustee and such  successor  shall agree).  The  appointment of a
successor  Servicer shall not affect any liability of the  predecessor  Servicer
that may have arisen under this Agreement  prior to its  termination as Servicer
(including the  obligation to purchase  Mortgage Loans pursuant to Section 3.01,
to pay any deductible  under an insurance  policy pursuant to Section 3.04 or to
indemnify  the  Indenture  Trustee  pursuant  to  Section  6.06),  nor shall any
successor  Servicer  be  liable  for any acts or  omissions  of the  predecessor
Servicer  or for any breach by such  Servicer of any of its  representations  or
warranties  contained  herein  or in any  related  document  or  agreement.  The
Indenture  Trustee and such successor  shall take such action,  consistent  with
this  Agreement and the  requirements  (including  any notice  requirements)  of
applicable  law,  as shall  be  necessary  to  effectuate  any such  succession.
Notwithstanding  the  foregoing,  the  Indenture  Trustee,  in its  capacity  as
successor Servicer,  shall not be responsible for the lack of information and/or
documents  that it cannot obtain  through  reasonable  efforts or for failing to
take any action that the Indenture trustee is legally  prohibited from taking by
applicable law.

(b) Any successor,  including the Indenture Trustee, to the Servicer as servicer
shall  during its term as Servicer (i)  continue to service and  administer  the
Mortgage Loans for the benefit of the Securityholders and (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.

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

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


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<PAGE>

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

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

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<PAGE>

                                  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  (determined  without  regard to the Policy in the case of the
Class A-5 Notes); and provided further, that the Indenture Trustee shall consent
thereto 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 or REMIC II 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 or  REMIC  II.  Any
amendment which could  adversely  affect the interests of the Credit Enhancer of
the holders of the Class A-5 Notes shall  require the prior  written  consent of
the Credit Enhancer, which consent will not be unreasonably withheld.

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

Section 8.03 Notices. All demands, notices and communications hereunder shall be
in writing and shall be deemed to have been duly given if  personally  delivered
at or mailed by certified mail, return receipt requested,  to (a) in the case of
the Servicer, 100 Witmer Road, Horsham,  Pennsylvania 19044, Attention:  Anthony
Renzi,  (b) in the case of Moody's,  Home Mortgage Loan  Monitoring  Group,  4th
Floor, 99 Church Street, New York, New York 10001, (c) in the case of Standard &
Poor's,  55 Water  Street,  New York,  New York  10004,  Attention:  Residential
Mortgage  Surveillance  Group, (d) in the case of the Owner Trustee,  Wilmington
Trust  Company,  Rodney  Square  North,  1100 North Market  Street,  Wilmington,
Delaware  19890-0001,  (e) in the case of the Issuer,  GMACM Mortgage Loan Trust
2003-GH1,  c/o the Owner  Trustee at the  address set forth in clause (d) above,
and (f) in the case of the Indenture  Trustee,  at the Corporate Trust Office of
the Indenture  Trustee,  with a copy to Bank One, National  Association,  1 Bank
Plaza, Suite 1L1-0126, Chicago, Illinois 60670-0126,  Attention: GMACM 2003-GH1;
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


                                       41
<PAGE>

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
Owner Trustee and their respective  successors and permitted assigns.  Except as
otherwise  provided in this  Agreement,  no other Person shall have any right or
obligation hereunder.

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

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

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

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

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

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

(b)     The Servicer shall have the right to purchase from the Issuer all of the
        Mortgage  Loans and 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 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
        Stated Principal  Balance of all such remaining  Mortgage Loans (and, in
        the case of REO  Property,  the fair market  value of the REO  Property)
        (net of any  unreimbursed  Advances  attributable  to  principal),  plus
        accrued and unpaid interest  thereon at the weighted average of the Loan
        Rates  thereon up to the date  preceding  the Payment Date on which such
        amounts are to be  distributed  to the  Securityholders  (and any unpaid
        Servicing Fee shall be deemed to have been paid at such time).

If such right is exercised by the Servicer, the Servicer shall be deemed to have
been  reimbursed for the full amount of any  unreimbursed  Advances  theretofore
made by it with  respect  to the  Mortgage  Loans and 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


                                       42
<PAGE>

Indenture  Trustee  or  Custodian  shall  release  to the  Servicer,  the  files
pertaining to the Mortgage Loans being purchased.  The Servicer, at its expense,
shall prepare and deliver to the Indenture  Trustee for  execution,  at the time
the  related  Mortgage  Loans are to be released  to the  Servicer,  appropriate
documents  assigning each such Mortgage Loans from the Indenture  Trustee or the
Issuer to the Servicer or the appropriate party.

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

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

Section 8.11 Credit Enhancer. The Servicer shall designate a person who shall be
available to the Credit  Enhancer to provide  reasonable  access to  information
regarding  the Mortgage  Loans and the  servicing  practices and policies of the
Servicer with respect thereto.


                            [Signature Page Follows]


                                       43
<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 MORTGAGE LOAN TRUST 2003-GH1, as Issuer

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



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


                          BANK ONE, NATIONAL ASSOCIATION,
                             as Indenture Trustee



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


                                       44
<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  Bank  One,  National   Association,   as  indenture  trustee  (the
"Indenture  Trustee"),  under  the  indenture  dated as of April  8,  2003  (the
"Indenture"),  between  GMACM  Mortgage Loan Trust  2003-GH1,  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 1 Bank One Plaza, Suite IL1-0481,  Chicago, Illinois 60670-0481, 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 of April 8, 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.

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 subordination of the Lien of a Mortgage, where said subordination is
        in  connection  with any  modification  pursuant to Section  3.01 of the
        Servicing Agreement, and the execution of partial satisfactions/releases
        in connection with such same Section 3.01.

        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.

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



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


<PAGE>


STATE OF                     )
                             SS.
COUNTY OF                    )


        On this day of , 2003, before me the undersigned,  Notary Public of said
State,  personally  appeared  ,  personally  known  to me to be duly  authorized
officers of Bank One,  National  Association that executed the within instrument
and personally known to me to be the persons who executed the within  instrument
on behalf of Bank One, National  Association  therein named, and acknowledged to
me such Bank One, National  Association  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
                          [  ]   Mortgage or Deed of Trust
                          [  ]   Assignment(s) of Mortgage or Deed of Trust
                          [  ]   Title Insurance Policy
                          [  ]   Other:


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  Mortgage Loan Trust  2003-GH1 (the  "Trust"),  the assets of which are
serviced pursuant to the Servicing Agreement dated April 8, 2003 (the "Servicing
Agreement") among the Trust, GMAC Mortgage Corporation (the "Servicer") and Bank
One, National Association (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:  [Bank One,
National Association], [ ].

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



        ____________________________*
        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 Bank One, National Association
(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 April 8,  2003  (the  "Agreement")  by and  among  GMACM
Mortgage Loan Trust  2003-GH1,  as  depositor,  GMAC  Mortgage  Corporation,  as
Servicer,  and the Indenture  Trustee in accordance with the standards set forth
therein.

        (b) Based on my  knowledge,  the  information  that is  provided  by the
Indenture Trustee pursuant to Section 4.01(c) of the Agreement is accurate as of
the last day of the 20[ ] calendar year.

        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__.



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



<PAGE>