Financial Guaranty Insurance Company

125 Park Avenue

New York, New York 10017

(212) 312-3000 (800) 352-0001

SURETY BOND

Form 9133

Page 1 of 5

Issuer: GMACM Home Equity Loan                      Policy Number:   05030041

        Trust 2005-HE2                               Control Number:   0010001

Insured Obligations:

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$1,113,522,000   in   aggregate   maximum   principal   amount of GMACM   Home   Equity

Loan-Backed Term Notes, Series 2005-HE2,   Class A-1, Class A-2, Class A-3, Class

A-4, Class A-5, Class A-6 and Class A-IO, Series 2005-HE2,

(collectively, the "Notes")

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Indenture Trustee:   Wells Fargo Bank, N.A.

Financial Guaranty Insurance Company   ("Financial   Guaranty"),   a New York stock

insurance   company,   in   consideration   of the right of   Financial   Guaranty   to

receive   monthly   premiums   pursuant to the Indenture (as defined below) and the

Insurance Agreement referred to therein, and subject to the terms of this Surety

Bond, hereby   unconditionally and irrevocably agrees to pay each Insured Amount,

to the extent set forth in the Indenture,   to the Indenture   Trustee named above

or its successor,   as trustee for the Holders of the Notes,   except as otherwise

provided herein with respect to Preference   Amounts.   Capitalized terms used and

not otherwise   defined herein shall have the meanings   assigned to such terms in

the Annex A attached   to the   Indenture   as in effect and   executed   on the date

hereof, without giving effect to any subsequent amendment or modification to the

Indenture   unless such amendment or modification has been approved in writing by

Financial Guaranty.

The term "Insured Amount" means (1) any Deficiency Amount for a Payment Date and

(2) any   Preference   Amount to be paid pursuant to the terms of this Surety Bond

in respect of the Notes.

The term   "Deficiency   Amount"   means,   with respect to any Payment Date and the

Notes, as applicable, an amount, if any, equal to the sum of:

        (1)      the amount by which the aggregate   amount of accrued interest on

                the Notes   (excluding any Relief Act Shortfalls for that Payment

                Date) at the respective   Note Rates on that Payment Date exceeds

                 the amount on deposit in the Note Payment Account   available for

                interest distributions on the Notes on that Payment Date; and

        (2)      (i) with   respect   to any   Payment   Date   that is not the   Final

                Payment Date,   any   Liquidation   Loss Amount with respect to the

                Mortgage   Loans   for   that   Payment   Date,   to   the   extent   not

                distributed as part of the Liquidated Loss   Distribution   Amount

                to the Holders of the Notes on such   Payment   Date or applied to

                reduce the Overcollateralization Amount on such Payment Date; or

                (ii) on the Final Payment Date, the aggregate   outstanding   Note

                Balance   of the Notes to the extent   otherwise   not paid on that

                date.

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The "Deficiency Amount" will not include any Interest Carry-Forward Amounts.

The term "Final Payment Date" for each Class of the Notes means the Payment Date

occurring in November, 2035.

Financial   Guaranty   will pay a   Deficiency   Amount with respect to the Notes by

12:00 noon (New York City Time) in immediately   available funds to the Indenture

Trustee on the later of (i) the second   Business Day   following the Business Day

on which Financial   Guaranty shall have received Notice that a Deficiency Amount

is due in respect of the Notes,   and (ii) the Payment   Date on which the related

Deficiency   Amount   is   payable   to the   Holders   of the Notes   pursuant   to the

Indenture,   for   disbursement   to the Holders of the Notes in the same manner as

other   payments   with respect to the Notes are   required to be made.   Any Notice

received by   Financial   Guaranty   after 12:00 noon New York City time on a given

Business   Day or on any day that is not a   Business   Day shall be deemed to have

been received by Financial Guaranty on the next succeeding Business Day.

Upon payment of a Deficiency Amount hereunder, Financial Guaranty shall be fully

subrogated   to the rights of the   Holders of the Notes to receive   the amount so

paid. Financial Guaranty's   obligations with respect to the Notes hereunder with

respect to each Payment Date shall be discharged to the extent funds   consisting

of the related Deficiency Amount are received by the Indenture Trustee on behalf

of the   Holders of the Notes for   payment to such   Holders,   as   provided in the

Indenture   and   herein,   whether or not such funds are   properly   applied by the

Indenture Trustee.

If any   portion   or all of   any   amount   that   is   ins