GMACM HOME EQUITY LOAN TRUST 2004-HE5
EX 10.1  PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>he5pa.txt
<DESCRIPTION>EX 10.1  PURCHASE AGREEMENT
<TEXT>
                                                         EXECUTION COPY


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                   RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,

                                  as Purchaser,

                           GMAC MORTGAGE CORPORATION,

                             as Seller and Servicer,

                    WALNUT GROVE MORTGAGE LOAN TRUST 2003-A,

                                   as Seller,

                     GMACM HOME EQUITY LOAN TRUST 2004-HE5,

                                   as Issuer,

                                       and

                             WELLS FARGO BANK, N.A.,

                              as Indenture Trustee

                    ________________________________________


                        MORTGAGE LOAN PURCHASE AGREEMENT

                          Dated as of November 30, 2004

                    ________________________________________


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<TABLE>
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                                TABLE OF CONTENTS

                                                                                          PAGE

<S>                                                                                        <C>
ARTICLE I         DEFINITIONS...............................................................3

        Section 1.1       Definitions.......................................................3

        Section 1.2       Other Definitional Provisions.....................................3

ARTICLE II        SALE OF MORTGAGE LOANS AND RELATED PROVISIONS.............................4

        Section 2.1       Sale of Initial Mortgage Loans....................................4

        Section 2.2       Sale of Subsequent Mortgage Loans.................................7

        Section 2.3       Payment of Purchase Price........................................10

ARTICLE III       REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH......................11

        Section 3.1       Seller Representations and Warranties............................11

ARTICLE IV        SELLERS' COVENANTS.......................................................21

        Section 4.1       Covenants of the Sellers.........................................21

ARTICLE V         SERVICING................................................................21

        Section 5.1       Servicing........................................................21

ARTICLE VI        INDEMNIFICATION BY THE SELLER WITH RESPECT TO THE MORTGAGE LOANS.........21

        Section 6.1       Limitation on Liability of the Sellers...........................21

ARTICLE VII       TERMINATION..............................................................22

        Section 7.1       Termination......................................................22

ARTICLE VIII      MISCELLANEOUS PROVISIONS.................................................22

        Section 8.1       Amendment........................................................22

        Section 8.2       GOVERNING LAW....................................................22

        Section 8.3       Notices..........................................................22

        Section 8.4       Severability of Provisions.......................................23

        Section 8.5       Relationship of Parties..........................................23

        Section 8.6       Counterparts.....................................................23

        Section 8.7       Further Agreements...............................................23

        Section 8.8       Intention of the Parties.........................................23

        Section 8.9       Successors and Assigns; Assignment of this Agreement.............24

        Section 8.10      Survival.........................................................24

        Section 8.11      Third Party Beneficiary..........................................24

EXHIBIT 1 MORTGAGE LOAN SCHEDULE............................................................1

EXHIBIT 2 FORM OF SUBSEQUENT TRANSFER AGREEMENT.............................................1

EXHIBIT 3 FORM OF ADDITION NOTICE...........................................................1

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<PAGE>

        This Mortgage Loan Purchase  Agreement  (the  "Agreement"),  dated as of
November 30, 2004, is made among GMAC Mortgage Corporation,  as seller ("GMACM")
and as servicer (in such capacity,  the "Servicer"),  Walnut Grove Mortgage Loan
Trust 2003-A,  as seller ("WG Trust" and,  together with GMACM,  each a "Seller"
and collectively, the "Sellers"),  Residential Asset Mortgage Products, Inc., as
purchaser (the  "Purchaser"),  GMACM Home Equity Loan Trust 2004-HE5,  as issuer
(the "Issuer"), and Wells Fargo Bank, N.A., as indenture trustee (the "Indenture
Trustee").


                                   WITNESSETH:

        WHEREAS,  GMACM,  in the ordinary  course of its  business  acquires and
originates  mortgage  loans and acquired or originated all of the mortgage loans
listed  on the  Mortgage  Loan  Schedule  attached  as  Schedule  I hereto  (the
"Mortgage Loans");

        WHEREAS,  GMACM sold a portion of the  Initial  Mortgage  Loans (the "WG
Trust Initial  Mortgage  Loans") and intends to sell a portion of the Subsequent
Mortgage Loans to be sold by WG Trust  hereunder,  to Walnut Grove Funding,  Inc
("Walnut  Grove"),  pursuant to a Mortgage Loan Purchase  Agreement (the "Walnut
Grove Purchase  Agreement"),  dated as of January 31, 2003 (each date of sale, a
"Prior Transfer Date") among Walnut Grove,  as purchaser,  GMACM, as seller,  WG
Trust, as Issuer and Bank One, National Association, as trustee;

        WHEREAS,  Walnut Grove sold the WG Trust  Initial  Mortgage  Loans to WG
Trust  pursuant  to a Trust  Agreement,  dated as of January 31,  2003,  between
Walnut Grove, as depositor and Wilmington Trust Company, as owner trustee;

        WHEREAS,  GMACM owns the Cut-Off Date Principal Balances and the Related
Documents for the portion of Initial  Mortgage Loans  identified on the Mortgage
Loan  Schedule -A attached  as Exhibit 1-A hereto (the "GMACM  Initial  Mortgage
Loans"), including rights to (a) any property acquired by foreclosure or deed in
lieu of foreclosure or otherwise, and (b) the proceeds of any insurance policies
covering the GMACM Initial Mortgage Loans;

        WHEREAS,  WG Trust owns the  Cut-Off  Date  Principal  Balances  and the
Related  Documents for the WG Trust  Initial  Mortgage  Loans  identified on the
Mortgage Loan  Schedule-B  attached as Exhibit 1-B hereto (the "WG Trust Initial
Mortgage Loans"), , including rights to (a) any property acquired by foreclosure
or deed in  lieu  of  foreclosure  or  otherwise,  and (b) the  proceeds  of any
insurance policies covering the WG Trust Initial Mortgage Loans;

        WHEREAS, the parties hereto desire that: (i) GMACM sell the Cut-Off Date
Principal  Balances of the GMACM Initial  Mortgage Loans to the Purchaser on the
Closing Date pursuant to the terms of this  Agreement  together with the Related
Documents,  (ii) WG Trust sell the  Cut-Off  Date  Principal  Balances of the WG
Trust  Initial  Mortgage  Loans to the Purchaser on the Closing Date pursuant to
the terms of this  Agreement  together  with the  Related  Documents,  (iii) the
Sellers  may  sell  Subsequent  Mortgage  Loans  to the  Issuer  on one or  more
Subsequent  Transfer  Dates  pursuant  to the  terms of the  related  Subsequent
Transfer  Agreement,  and  (iv)  the  related  Seller  and  GMACM  make  certain
representations  and  warranties  on the  Closing  Date  and on each  Subsequent
Transfer Date;

        WHEREAS,  pursuant to the Trust  Agreement,  the Purchaser will sell the
Initial  Mortgage  Loans and transfer all of its rights under this  Agreement to
the Issuer on the Closing Date;

        WHEREAS,  pursuant to the terms of the Servicing Agreement, the Servicer
will service the Mortgage Loans;

        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, secured by the Trust Estate;

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

ARTICLE I

                                   DEFINITIONS

Section 1.1 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
November  30,  2004 (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 1.2 Other Definitional  Provisions.  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.

        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.

        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.

        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.

        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.

ARTICLE II

                  SALE OF MORTGAGE LOANS AND RELATED PROVISIONS

Section 2.1    Sale of Initial Mortgage Loans.

(a) GMACM,  by the execution and delivery of this  Agreement,  does hereby sell,
assign, set over, and otherwise convey to the Purchaser,  without recourse,  all
of its  right,  title and  interest  in, to and  under the  following,  wherever
located:  (i) the GMACM  Initial  Mortgage  Loans  (including  the Cut-Off  Date
Principal  Balances  of the GMACM  Initial  Mortgage  Loans now  existing),  all
interest  accruing  thereon,  all monies due or to become due  thereon,  and all
collections in respect thereof received on or after the Cut-Off Date (other than
interest  thereon in respect of any period prior to the Cut-Off Date);  (ii) the
interest  of GMACM in any  insurance  policies  in respect of the GMACM  Initial
Mortgage Loans; and (iii) all proceeds of the foregoing.

(b) WG Trust, by the execution and delivery of this Agreement, does hereby sell,
assign, set over, and otherwise convey to the Purchaser,  without recourse,  all
of its right,  title and interest in, to and under the  following,  and wherever
located:  (i) the WG Trust Initial  Mortgage  Loans  (including the Cut-Off Date
Principal Balances of the WG Initial Mortgage Loans now existing),  all interest
accruing thereon,  all monies due or to become due thereon,  and all collections
in respect  thereof  received on or after the Cut-Off Date (other than  interest
thereon in respect of any period prior to the Cut-Off Date); (ii) the WG Trust's
interest in any insurance  policies in respect of the WG Trust Initial  Mortgage
Loans; and (iii) all proceeds of the foregoing.

               In addition,  the Issuer shall deposit with the Indenture Trustee
from  proceeds of the  issuance of the  Securities  on the Closing  Date (i) the
Original  Pre-Funded Amount for deposit in the Pre-Funding  Account and (ii) the
Interest Coverage Amount for deposit in the Capitalized Interest Account.

(c) In connection  with the  conveyance  by GMACM of the GMACM Initial  Mortgage
Loans and any  Subsequent  Mortgage  Loans,  GMACM  further  agrees,  at its own
expense,  on or prior to the Closing Date with respect to the Principal Balances
of the GMACM Initial  Mortgage  Loans and on or prior to the related  Subsequent
Cut-Off  Date in the  case of such  Subsequent  Mortgage  Loans  sold by it,  to
indicate in its books and records  that the GMACM  Initial  Mortgage  Loans have
been sold to the Purchaser  pursuant to this Agreement,  and, in the case of the
Subsequent  Mortgage  Loans,  to the Issuer  pursuant to the related  Subsequent
Transfer  Agreement,  and to deliver to the Purchaser true and complete lists of
all of the Mortgage  Loans sold by GMACM  specifying  for each Mortgage Loan (i)
its account  number and (ii) its Cut-Off Date  Principal  Balance or  Subsequent
Cut-Off Date  Principal  Balance.  The Mortgage  Loan Schedule  indicating  such
information  with respect to the Mortgage Loans sold by GMACM shall be marked as
Exhibit 1-A to this Agreement and is hereby incorporated into and made a part of
this Agreement.

(d) In  connection  with the  conveyance  by WG  Trust  of the WG Trust  Initial
Mortgage Loans and any Subsequent Mortgage Loans, such Seller further agrees, at
its own expense,  on or prior to the Closing Date with respect to the  Principal
Balances of such WG Trust Initial  Mortgage Loans and on or prior to the related
Subsequent  Cut-Off Date in the case of such  Subsequent  Mortgage Loans sold by
it, to indicate in its books and records that the  respective  WG Trust  Initial
Mortgage Loans have been sold to the Purchaser pursuant to this Agreement,  and,
in the case of the  Subsequent  Mortgage  Loans,  to the Issuer  pursuant to the
related Subsequent Transfer Agreement.  GMACM, as Servicer of the Mortgage Loans
sold by WG Trust,  agrees to deliver to the Purchaser true and complete lists of
all of the Mortgage Loans sold by each Seller  specifying for each Mortgage Loan
(i) its account number and (ii) its Cut-Off Date Principal Balance or Subsequent
Cut-Off Date  Principal  Balance.  The Mortgage  Loan Schedule  indicating  such
information  with respect to the Mortgage Loans sold by WG Trust shall be marked
as Exhibit 1-B to this Agreement and is hereby incorporated into and made a part
of this Agreement.

(e) In connection  with the  conveyance  by GMACM of the GMACM Initial  Mortgage
Loans and any  Subsequent  Mortgage  Loans sold by it and the  conveyance  by WG
Trust of the WG Trust Initial  Mortgage Loans and any Subsequent  Mortgage Loans
sold by such  Seller,  GMACM shall,  (A) with  respect to each related  Mortgage
Loan, on behalf of the Purchaser deliver to, and deposit with the Custodian,  at
least five (5)  Business  Days before the Closing Date in the case of an Initial
Mortgage  Loan,  and, on behalf of the Issuer,  three (3) Business Days prior to
the related Subsequent  Transfer Date in the case of a Subsequent Mortgage Loan,
the original Mortgage Note endorsed or assigned without recourse in blank (which
endorsement shall contain either an original signature or a facsimile  signature
of an authorized officer of GMACM or GMAC Bank) or, with respect to any Mortgage
Loan as to  which  the  original  Mortgage  Note has  been  permanently  lost or
destroyed and has not been replaced, a Lost Note Affidavit, and any modification
agreement  or  amendment  to such  Mortgage  Note and (B) except as  provided in
clause (A) with respect to the Mortgage Notes, deliver the Mortgage Files to the
Servicer.

        Within the time period for the review of each Mortgage Note set forth in
Section 2.2 of the  Custodial  Agreement,  if a material  defect in any Mortgage
Note is discovered  which may materially  and adversely  affect the value of the
related Mortgage Loan, or the interests of the Indenture  Trustee (as pledgee of
the Mortgage Loans), the Noteholders,  the Certificateholders or the Enhancer in
such Mortgage Loan,  including  GMACM's  failure to deliver the Mortgage Note to
the Custodian on behalf of the Indenture Trustee,  GMACM shall cure such defect,
repurchase the related  Mortgage Loan at the  Repurchase  Price or substitute an
Eligible  Substitute  Loan therefor upon the same terms and conditions set forth
in Section 3.1 hereof for breaches of  representations  and warranties as to the
Mortgage  Loans,  provided  that a Seller shall have the option to substitute an
Eligible  Substitute  Mortgage Loan or Loans for such Mortgage Loan only if such
substitution  occurs within two years  following the Closing Date. If a material
defect in any of the  documents  in the  Mortgage  File held by the  Servicer is
discovered  which may materially  and adversely  affect the value of the related
Mortgage  Loan,  or the  interests of the  Indenture  Trustee (as pledgee of the
Mortgage Loans), the Noteholders, the Certificateholders or the Enhancer in such
Mortgage  Loan,  including  GMACM's  failure to deliver  such  documents  to the
Servicer  on behalf of the  Indenture  Trustee,  GMACM  shall cure such  defect,
repurchase the related  Mortgage Loan at the  Repurchase  Price or substitute an
Eligible  Substitute  Loan therefor upon the same terms and conditions set forth
in Section 3.1 hereof for breaches of  representations  and warranties as to the
Mortgage  Loans,  provided  that a Seller shall have the option to substitute an
Eligible  Substitute  Mortgage Loan or Loans for such Mortgage Loan only if such
substitution occurs within two years following the Closing Date.

        Upon sale of the Initial  Mortgage Loans, the ownership of each Mortgage
Note, each related  Mortgage and the contents of the related Mortgage File shall
be vested in the Purchaser  and the ownership of all records and documents  with
respect to the Initial Mortgage Loans that are prepared by or that come into the
possession of any Seller, as a seller of the Initial Mortgage Loans hereunder or
by GMACM in its  capacity  as  Servicer  under  the  Servicing  Agreement  shall
immediately  vest in the  Purchaser,  and  shall be  promptly  delivered  to the
Servicer in the case of the documents in possession of WG Trust and retained and
maintained  in trust by GMACM as the Servicer  (except for the  Mortgage  Notes,
which shall be retained by the Custodian) at the will of the Purchaser,  in such
custodial  capacity only. Each Seller's records will accurately reflect the sale
of each Initial Mortgage Loan sold by it to the Purchaser.

        The Purchaser hereby acknowledges its acceptance of all right, title and
interest to the property conveyed to it pursuant to this Section 2.1.

(f) The parties hereto intend that the transactions set forth herein  constitute
a sale by the Sellers to the Purchaser of each of the Sellers' right,  title and
interest in and to their respective  Mortgage Loans and other property as and to
the extent  described  above. In the event the transactions set forth herein are
deemed not to be a sale,  each Seller  hereby grants to the Purchaser a security
interest in all of such Seller's right,  title and interest in, to and under all
accounts,  chattel papers,  general intangibles,  payment intangibles,  contract
rights,  certificates  of deposit,  deposit  accounts,  instruments,  documents,
letters of credit,  money,  advices of credit,  investment  property,  goods and
other property consisting of, arising under or related to the Mortgage Loans and
such other property, to secure all of such Seller's obligations  hereunder,  and
this  Agreement  shall and hereby does  constitute  a security  agreement  under
applicable law. Each Seller agrees to take or cause to be taken such actions and
to  execute  such  documents,  including  without  limitation  the filing of any
continuation  statements  with respect to the UCC-1 financing  statements  filed
with respect to the Mortgage Loans by the Purchaser on the Closing Date, and any
amendments  thereto  required  to  reflect  a change  in the  name or  corporate
structure  of such  Seller  or the  filing  of any  additional  UCC-1  financing
statements  due to the  change  in  the  principal  office  or  jurisdiction  of
incorporation  of such  Seller,  as are  necessary  to perfect  and  protect the
Purchaser's and its assignees'  interests in each Mortgage Loan and the proceeds
thereof.  The Servicer shall file any such  continuation  statements on a timely
basis.

(g) In connection  with the  assignment  of any Mortgage Loan  registered on the
MERS(R) System, GMACM further agrees that it will cause, at GMACM's own expense,
as soon as  practicable  after the Closing Date,  the MERS(R) System to indicate
that such Mortgage Loans have been assigned by GMACM to the Indenture Trustee in
accordance  with this  Agreement or the Trust  Agreement  for the benefit of the
Noteholders  by including (or deleting,  in the case of Mortgage Loans which are
repurchased  in accordance  with this  Agreement) in such computer files (a) the
specific code which  identifies  the  Indenture  Trustee as the assignee of such
Mortgage  Loan and (b) the series  specific code in the field "Pool Field" which
identifies  the  series of the Notes  issued in  connection  with such  Mortgage
Loans.  GMACM  agrees  that it will  not  alter  the  codes  referenced  in this
paragraph  with respect to any Mortgage  Loan during the term of this  Agreement
unless and until such Mortgage Loan is repurchased in accordance  with the terms
of this Agreement.

Section 2.2    Sale of Subsequent Mortgage Loans.

(a) Subject to the  conditions  set forth in  paragraphs  (b) and (c) below (the
satisfaction of which (other than the conditions specified in paragraphs (b)(i),
(b)(ii) and (b)(iii))  shall be evidenced by an Officer's  Certificate  of GMACM
dated the date of the related Subsequent Transfer Date), in consideration of the
Issuer's  payment of the  purchase  price  provided for in Section 2.3 on one or
more  Subsequent  Transfer  Dates  using  amounts on deposit in the  Pre-Funding
Account,  each  Seller  may,  on the related  Subsequent  Transfer  Date,  sell,
transfer, assign, set over and convey without recourse to the Issuer but subject
to the other terms and provisions of this Agreement all of the right,  title and
interest of such Seller in and to (i) Subsequent  Mortgage  Loans  identified on
the related Mortgage Loan Schedule attached to the related  Subsequent  Transfer
Agreement delivered by GMACM on such Subsequent Transfer Date (ii) all money due
or to become due on such Subsequent  Mortgage Loan and all collections  received
on and after  the  related  Subsequent  Cut-Off  Date and  (iii) all items  with
respect to such  Subsequent  Mortgage Loans to be delivered  pursuant to Section
2.1 above and the other items in the related Mortgage Files; provided,  however,
that the Seller of a Subsequent  Mortgage  Loan  reserves and retains all right,
title and  interest in and to principal  received and interest  accruing on such
Subsequent  Mortgage  Loan prior to the related  Subsequent  Cut-Off  Date.  Any
transfer  to the  Issuer  by a Seller  of  Subsequent  Mortgage  Loans  shall be
absolute,  and is intended by the Issuer and such Seller to constitute and to be
treated  as a sale of such  Subsequent  Mortgage  Loans  by such  Seller  to the
Issuer. In the event that any such transaction is deemed not to be a sale, GMACM
and WG Trust hereby grant to the Issuer as of each  Subsequent  Transfer  Date a
security interest in all of GMACM's or WG Trust's,  as applicable,  right, title
and interest in, to and under all accounts, chattel papers, general intangibles,
payment intangibles, contract rights, certificates of deposit, deposit accounts,
instruments,  documents, letters of credit, money, advices of credit, investment
property,  goods and other  property  consisting of, arising under or related to
the related Subsequent Mortgage Loans and such other property,  to secure all of
GMACM's or WG Trust's obligations hereunder, and this Agreement shall constitute
a security  agreement under  applicable law. Each Seller agrees to take or cause
to be taken such actions and to execute such documents,  including the filing of
all necessary UCC-1 financing  statements filed in the State of Delaware and the
Commonwealth  of  Pennsylvania  (which shall be  submitted  for filing as of the
related  Subsequent  Transfer Date),  any  continuation  statements with respect
thereto and any amendments  thereto  required to reflect a change in the name or
corporate  structure  of such  Seller  or the  filing  of any  additional  UCC-1
financing  statements due to the change in the principal  office or jurisdiction
of  incorporation  of such Seller,  as are  necessary to perfect and protect the
interests of the Issuer and its assignees in each  Subsequent  Mortgage Loan and
the proceeds thereof.  The Servicer shall file any such continuation  statements
on a timely basis.

        The  Issuer on each  Subsequent  Transfer  Date  shall  acknowledge  its
acceptance of all right, title and interest to the related  Subsequent  Mortgage
Loans  and  other  property,  existing  on  the  Subsequent  Transfer  Date  and
thereafter created, conveyed to it pursuant to this Section 2.2.

        The Issuer shall be entitled to all scheduled  principal payments due on
and after each Subsequent  Cut-Off Date, all other payments of principal due and
collected  on and after  each  Subsequent  Cut-Off  Date,  and all  payments  of
interest on any related  Subsequent  Mortgage  Loans,  minus that portion of any
such  interest  payment  that is  allocable  to the period  prior to the related
Subsequent Cut-Off Date.

(b) Either Seller may transfer to the Issuer  Subsequent  Mortgage Loans and the
other  property and rights  related  thereto  described in Section  2.2(a) above
during the Pre-Funding  Period,  and the Issuer shall cause to be released funds
from  the  Pre-Funding  Account,  only  upon  the  satisfaction  of  each of the
following conditions on or prior to the related Subsequent Transfer Date:

               (i) such Seller or GMACM,  as Servicer,  shall have  provided the
        Indenture  Trustee,  the Enhancer and the Rating  Agencies with a timely
        Addition  Notice  substantially  in the form of Exhibit 3, which  notice
        shall be given no later than seven  Business  Days prior to the  related
        Subsequent  Transfer Date, and shall  designate the Subsequent  Mortgage
        Loans to be sold to the Issuer, the aggregate  Principal Balance of such
        Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date, and
        any other information  reasonably  requested by the Indenture Trustee or
        the Enhancer with respect to such Subsequent Mortgage Loans;

               (ii) such Seller shall have  delivered to the  Indenture  Trustee
        and  the  Enhancer  a  duly  executed   Subsequent   Transfer  Agreement
        substantially  in the form of Exhibit 2, (A) confirming the satisfaction
        of  each  condition  precedent  and  representations  specified  in this
        Section  2.2(b) and in  Section  2.2(c)  and in the  related  Subsequent
        Transfer  Agreement and (B)  including a Mortgage Loan Schedule  listing
        the Subsequent Mortgage Loans;

               (iii)  as of each  Subsequent  Transfer  Date,  as  evidenced  by
        delivery to the Indenture Trustee of the Subsequent  Transfer  Agreement
        in the form of Exhibit 2, the respective  Seller shall not be insolvent,
        made insolvent by such transfer or aware of any pending insolvency;

               (iv)  such sale and  transfer  shall  not  result  in a  material
        adverse tax  consequence to the Issuer or, due to any action or inaction
        on the  part of the  respective  Seller  to the  Securityholders  or the
        Enhancer; and

               (v) the Enhancer  shall have approved the sale of the  Subsequent
        Mortgage  Loans  (which  approval  shall not be  unreasonably  withheld)
        within  five  (5)  Business  Days  of  receipt  of  an  electronic  file
        containing the information  regarding the Subsequent Mortgage Loans that
        was delivered to the Enhancer  prior to the Closing Date with respect to
        the Initial  Mortgage  Loans;  provided,  that if the Enhancer shall not
        have  notified  the  respective  Seller  or GMACM  within  such five (5)
        Business  Days  that the  Enhancer  does not so  approve,  such  sale of
        Subsequent Mortgage Loans shall be deemed approved by the Enhancer.

        The  obligation of the Issuer to purchase a Subsequent  Mortgage Loan on
any Subsequent  Transfer Date is subject to the following  conditions:  (i) each
such Subsequent  Mortgage Loan must satisfy the  representations  and warranties
specified in the related Subsequent Transfer Agreement and this Agreement;  (ii)
neither Seller has selected such  Subsequent  Mortgage Loans in a manner that it
reasonably  believes  is  adverse to the  interests  of the  Noteholders  or the
Enhancer;  and (iii) as of the related  Subsequent  Cut-Off Date each Subsequent
Mortgage Loan will satisfy the following criteria:  (A) such Subsequent Mortgage
Loan  may not be 30 or more  days  contractually  delinquent  as of the  related
Subsequent  Cut-Off  Date;  (B) the  original  stated  term to  maturity of such
Subsequent  Mortgage  Loan  will not  exceed  360  months;  (C) such  Subsequent
Mortgage Loan must have an outstanding  Principal Balance of at least $1,000 and
not more than  $750,000  as of the related  Subsequent  Cut-Off  Date;  (D) such
Subsequent  Mortgage Loan will be underwritten  substantially in accordance with
the criteria set forth under  "Description of the Mortgage Loans -- Underwriting
Standards" in the Prospectus Supplement;  (E) such Subsequent Mortgage Loan must
have a CLTV at  origination  of no more than 100.00%;  (F) the remaining term to
stated maturity of such Subsequent  Mortgage Loan must not extend beyond January
1, 2035;  (G) such  Subsequent  Mortgage Loan must be secured by a mortgage in a
first or second lien position;  (H) such Subsequent  Mortgage Loan must not have
an interest  rate below  3.750%;  (I) such  Subsequent  Mortgage  Loan shall not
provide  for  negative  amortization;  and (J)  following  the  purchase of such
Subsequent  Mortgage  Loans by the Issuer,  the Mortgage  Loans  included in the
Trust Estate must have a weighted  average  interest rate of at least 8.258%,  a
weighted average Principal Balance of not more than $37,000.00,  a concentration
in any one state of more than  5.00%  except  that the  concentration  limits of
Mortgage Loans in California, Florida and New York may be as high as the related
state  concentration  limits set forth in  Section  3.1(b)(xiii)  hereof,  and a
weighted average remaining term to maturity, as of each Subsequent Cut-Off Date,
that does not vary materially from the Initial Mortgage Loans included initially
in the Trust Estate.  Subsequent Mortgage Loans with characteristics  materially
varying  from those set forth above may be  purchased by the Issuer and included
in the Trust Estate if they are  acceptable to the Enhancer,  in its  reasonable
discretion;  provided,  however,  that the addition of such Subsequent  Mortgage
Loans will not materially affect the aggregate  characteristics  of the Mortgage
Loans in the Trust  Estate.  Neither of the Sellers  shall  transfer  Subsequent
Mortgage Loans with the intent to mitigate  losses on Mortgage Loans  previously
transferred; and

(c) Within five Business Days after each Subsequent  Transfer Date,  GMACM shall
deliver to the Rating Agencies, the Enhancer and the Indenture Trustee a copy of
the  Mortgage  Loan  Schedule   reflecting  the  Subsequent  Mortgage  Loans  in
electronic format.

(d) In the event that a mortgage  loan is not  acceptable  to the  Enhancer as a
Subsequent  Mortgage Loan pursuant to Section 2.2(b)(v) hereof, the Enhancer and
GMACM may mutually  agree to the transfer of such mortgage loan to the Issuer as
a Subsequent Mortgage Loan, subject to any increase in the Overcollateralization
Amount  that  may be  agreed  to by  GMACM  and  the  Enhancer  pursuant  to the
Indenture,  in which event GMACM shall  deliver to the Issuer and the  Indenture
Trustee, with a copy to the Enhancer,  an Officer's  Certificate  confirming the
agreement to the transfer of such  Subsequent  Mortgage Loan and  specifying the
amount of such increase in the  Overcollateralization  Amount,  which additional
Overcollateralization Amount may not be contributed by GMACM.

Section 2.3    Payment of Purchase Price.

(a) The sale of the Initial Mortgage Loans shall take place on the Closing Date,
subject to and  simultaneously  with the deposit of the Initial  Mortgage  Loans
into the Trust  Estate,  the deposit of the Original  Pre-Funded  Amount and the
Interest  Coverage  Amount  into the  Pre-Funding  Account  and the  Capitalized
Interest Account, respectively, and the issuance of the Securities. The purchase
price (the "Purchase  Price") for the GMACM Initial Mortgage Loans to be paid by
the  Purchaser  to  GMACM  on the  Closing  Date  shall  be an  amount  equal to
$395,254,908.96 in immediately  available funds, together with the Certificates,
in respect of the Cut-Off Date Principal  Balances  thereof.  The Purchase Price
for the WG Trust Initial  Mortgage Loans to be paid by the Purchaser to WG Trust
on the Closing Date shall be an amount equal to  $314,057,215.22  in immediately
available funds, in respect of the Cut-Off Date Principal Balances thereof.  The
Purchase  Price paid for any Subsequent  Mortgage Loan by the Indenture  Trustee
from  funds on deposit  in the  Pre-Funding  Account,  at the  direction  of the
Issuer,  shall be  one-hundred  percent  (100%) of the  Subsequent  Cut-Off Date
Principal  Balance thereof (as identified on the Mortgage Loan Schedule attached
to the related Subsequent Transfer Agreement provided by GMACM).

(b) In consideration of the sale of the GMACM Initial Mortgage Loans by GMACM to
the  Purchaser  on the Closing  Date,  the  Purchaser  shall pay to GMACM on the
Closing Date by wire transfer of immediately  available  funds to a bank account
designated by GMACM,  the amount  specified above in paragraph (a) for the GMACM
Initial  Mortgage  Loans;  provided,  that such  payment may be on a net funding
basis if agreed by GMACM and the Purchaser.  In consideration of the sale of any
Subsequent  Mortgage Loan by GMACM to the Issuer,  the Issuer shall pay to GMACM
by wire transfer of immediately  available funds to a bank account designated by
GMACM, the amount specified above in paragraph (a) for each Subsequent  Mortgage
Loan sold by GMACM.

(c) In  consideration  of the sale of the WG Trust Initial  Mortgage Loans by WG
Trust to the Purchaser on the Closing Date, the Purchaser  shall pay to WG Trust
on the Closing Date by wire transfer of  immediately  available  funds to a bank
account  designated by WG Trust, the amount specified above in paragraph (a) for
the WG Trust Initial Mortgage Loans; provided, that such payment may be on a net
funding basis if agreed by WG Trust and the Purchaser.  In  consideration of the
sale of any Subsequent Mortgage Loan by WG Trust to the Issuer, the Issuer shall
pay to WG  Trust  by wire  transfer  of  immediately  available  funds to a bank
account  designated by WG Trust, the amount specified above in paragraph (a) for
each Subsequent Mortgage Loan sold by WG Trust.

ARTICLE III

                         REPRESENTATIONS AND WARRANTIES;
                               REMEDIES FOR BREACH

Section 3.1    Seller Representations and Warranties.

(a) GMACM  represents and warrants to the Purchaser,  as of the Closing Date and
as of each Subsequent  Transfer Date (or if otherwise specified below, as of the
date so specified) that as to GMACM:

(i) GMACM is a corporation duly organized, validly existing and in good standing
under the laws of the  jurisdiction  governing its creation and existence and is
or will be in  compliance  with the laws of each  state in which  any  Mortgaged
Property is located to the extent necessary to ensure the enforceability of each
Mortgage Loan;

(ii) GMACM has the power and authority to make, execute, deliver and perform its
obligations under this Agreement and each Subsequent Transfer Agreement to which
it is a party and all of the transactions  contemplated under this Agreement and
each such Subsequent Transfer  Agreement,  and has taken all necessary corporate
action to authorize the  execution,  delivery and  performance of this Agreement
and each such Subsequent Transfer Agreement;

(iii) GMACM is not  required  to obtain the  consent of any other  Person or any
consents,  licenses,  approvals or  authorizations  from,  or  registrations  or
declarations  with, any governmental  authority,  bureau or agency in connection
with the execution,  delivery,  performance,  validity or enforceability of this
Agreement  or any  Subsequent  Transfer  Agreement,  except  for such  consents,
licenses,  approvals or  authorizations,  or registrations  or declarations,  as
shall have been obtained or filed, as the case may be;

(iv) The execution and delivery of this  Agreement and any  Subsequent  Transfer
Agreement by GMACM and its  performance  and  compliance  with the terms of this
Agreement and each such Subsequent  Transfer  Agreement will not violate GMACM's
Certificate of  Incorporation  or Bylaws or constitute a material default (or an
event which,  with notice or lapse of time, or both, would constitute a material
default)  under,  or result in the material  breach of, any  material  contract,
agreement  or  other  instrument  to which  GMACM  is a party  or  which  may be
applicable to GMACM or any of its assets;

(v) No litigation  before any court,  tribunal or governmental body is currently
pending, or to the knowledge of GMACM threatened,  against GMACM or with respect
to this  Agreement or any Subsequent  Transfer  Agreement that in the opinion of
GMACM has a reasonable  likelihood of resulting in a material  adverse effect on
the  transactions  contemplated  by this  Agreement or any  Subsequent  Transfer
Agreement;

(vi) This  Agreement  and each  Subsequent  Transfer  Agreement to which it is a
party,  constitutes a legal, valid and binding obligation of GMACM,  enforceable
against  GMACM in accordance  with its terms,  except as  enforceability  may be
limited by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium or
other  similar laws now or  hereafter in effect  affecting  the  enforcement  of
creditors' rights in general and except as such enforceability may be limited by
general  principles of equity  (whether  considered in a proceeding at law or in
equity) or by public  policy with respect to  indemnification  under  applicable
securities laws;

(vii)  This  Agreement  constitutes  a  valid  transfer  and  assignment  to the
Purchaser of all right,  title and interest of GMACM in and to the GMACM Initial
Mortgage  Loans,  including the Cut-Off Date Principal  Balances with respect to
the GMACM Initial  Mortgage Loans,  all monies due or to become due with respect
thereto,  and all proceeds of such Cut-Off Date Principal  Balances with respect
to the  GMACM  Initial  Mortgage  Loans;  and  this  Agreement  and the  related
Subsequent Transfer Agreement,  when executed,  will constitute a valid transfer
and assignment to the Issuer of all right, title and interest of GMACM in and to
the related Subsequent Mortgage Loans, including Cut-off Date Principal Balances
existing on the related  Subsequent Cut-Off Date and all monies due or to become
due with  respect  thereto,  and all  proceeds of each  Subsequent  Cut-Off Date
Principal Balances;

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

(b) GMACM represents and warrants to the Purchaser, with respect to each Initial
Mortgage Loan as of the Closing Date (or if otherwise specified below, as of the
date so specified) and with respect to each  Subsequent  Mortgage Loan as of the
related  Subsequent  Transfer Date (or if otherwise  specified  below, as of the
date so specified) that:

(i) The information set forth in the Mortgage Loan Schedule with respect to each
Mortgage Loan or the Mortgage Loans is true and correct in all material respects
as of  the  date  or  dates  respecting  which  such  information  is  initially
furnished;

(ii)  With  respect  to each of the WG  Trust  Initial  Mortgage  Loans  or,  as
applicable,  any the  Subsequent  Mortgage  Loans  sold by WG Trust,  as of each
respective  Prior Transfer Date: (A) the related  Mortgage Note and the Mortgage
had not been assigned or pledged,  except for any  assignment or pledge that had
been  satisfied and released,  (B)  immediately  prior to the assignment of such
Mortgage  Loans to WG Trust,  GMACM had good title  thereto and (C)  immediately
prior to such  assignment,  GMACM was the sole owner and holder of the  Mortgage
Loan free and clear of any and all liens,  encumbrances,  pledges,  or  security
interests  (other  than,  with  respect to any  Mortgage  Loan in a second  lien
position,  the lien of the related  first  mortgage)  of any nature and had full
right and  authority,  under  all  governmental  and  regulatory  bodies  having
jurisdiction  over the ownership of the  applicable  Mortgage  Loan, to sell and
assign the same pursuant to the Purchase Agreement;

(iii)  With  respect  to  each  of the  GMACM  Initial  Mortgage  Loans  or,  as
applicable,  any Subsequent  Mortgage Loans sold by GMACM as of each  respective
Subsequent  Transfer Date:  (A) the related  Mortgage Note and the Mortgage have
not been assigned or pledged,  except for any assignment or pledge that has been
satisfied and released, (B) immediately prior to such assignment of the Mortgage
Loans to the Purchaser (or to the Issuer in the case of the Subsequent  Mortgage
Loans sold by GMACM),  GMACM had good  title  thereto  and (C) GMACM is the sole
owner and  holder  of the  Mortgage  Loan  free and clear of any and all  liens,
encumbrances,  pledges,  or security  interests (other than, with respect to any
Mortgage Loan in a second lien position, the lien of the related first mortgage)
of any nature  and has full  right and  authority,  under all  governmental  and
regulatory  bodies  having  jurisdiction  over the  ownership of the  applicable
Mortgage  Loans,  to sell and assign the same pursuant to this  Agreement or the
related Subsequent Transfer Agreement, as applicable;

(iv) To the best of  GMACM's  knowledge,  there is no valid  offset,  defense or
counterclaim of any obligor under any Mortgage Note or Mortgage;

(v) To the best of GMACM's knowledge,  there is no delinquent recording or other
tax or fee or assessment lien against any related Mortgaged Property;

(vi) To the  best of  GMACM's  knowledge,  there  is no  proceeding  pending  or
threatened  for the  total or  partial  condemnation  of the  related  Mortgaged
Property;

(vii) To the best of GMACM's knowledge, there are no mechanics' or similar liens
or claims  which  have been  filed for work,  labor or  material  affecting  the
related  Mortgaged  Property  which are,  or may be liens  prior or equal to, or
subordinate with, the lien of the related Mortgage, except liens which are fully
insured against by the title insurance policy referred to in clause (xi);

(viii) As of the Cut-Off Date or related  Subsequent  Cut-Off  Date, no Mortgage
Loan was 30 days or more delinquent in payment of principal or interest;

(ix) With respect to the GMACM Initial  Mortgage  Loans or, as  applicable,  any
Subsequent  Mortgage Loans,  the related Mortgage File contains or will contain,
in accordance  with the definition of Mortgage  File,  each of the documents and
instruments  specified  to be included  therein in the  definition  of "Mortgage
File" in Appendix A to the  Indenture  (it being  understood  that the Custodian
maintains  the  Mortgage  Note  related to each  Mortgage  File and the Servicer
maintains  the  remainder  of the  items to be  included  in the  Mortgage  File
pursuant to the terms of this Agreement);

(x) To the best of GMACM's knowledge,  the related Mortgage Note and the related
Mortgage  at the  time  it was  made  complied  in all  material  respects  with
applicable  local,  state and  federal  laws,  including,  but not  limited  to,
applicable predatory lending laws;

(xi) A title  search  or other  assurance  of title  customary  in the  relevant
jurisdiction was obtained with respect to each Mortgage Loan;

(xii)  None of the  Mortgaged  Properties  is a  mobile  home or a  manufactured
housing unit that is not permanently attached to its foundation;

(xiii) As of the Cut-Off  Date,  no more than  approximately  32.57%,  6.21% and
5.28% of the  Mortgage  Loans by Cut-Off Date  Principal  Balance are secured by
Mortgaged Properties located in California, Florida and New York, respectively;

(xiv)  As  of  the  Cut-Off  Date  or  Subsequent  Cut-Off  Date,  the  Combined
Loan-to-Value Ratio for each Mortgage Loan was not in excess of 100.00%;

(xv) GMACM has not transferred the GMACM Initial Mortgage Loans to the Purchaser
with any intent to hinder, delay or defraud any of its creditors;

(xvi)  Within a loan type,  and  except as  required  by  applicable  law,  each
Mortgage  Note and each  Mortgage is an  enforceable  obligation  of the related
Mortgagor;

(xvii) To the best  knowledge of GMACM,  the physical  property  subject to each
Mortgage is free of material damage and is in acceptable repair;

(xviii)  GMACM has not received a notice of default of any mortgage loan related
to a  Mortgaged  Property  which has not been  cured by a party  other  than the
Servicer;

(xix) None of the Mortgage Loans are subject to Section 32 of the Home Ownership
and Equity Protection Act of 1994 ("HOEPA");

(xx) None of the Mortgage Loans is a reverse mortgage loan;

(xxi) No Mortgage  Loan has an original term to maturity in excess of 300 months
or a maturity date later than August 1, 2034;  (xxii) All of the Mortgage  Loans
are fixed rate and are fully amortizing.  As of the Cut-off Date, the Loan Rates
on the Mortgage Loans range between  3.750% per annum and 15.250% per annum.  As
of the Cut-Off  Date,  the weighted  average Loan Rate for the Initial  Mortgage
Loans is approximately  8.258% per annum. The weighted average remaining term to
stated  maturity  of the  Initial  Mortgage  Loans  as of the  Cut-Off  Date  is
approximately 223 months;

(xxiii) (A) Each Mortgaged Property consists of a single parcel of real property
with a single family or two- to four-family  residence  erected  thereon,  or an
individual condominium unit or a unit in a planned development; (B) with respect
to the  Mortgage  Loans (a)  approximately  16.65% (by  Cut-Off  Date  Principal
Balance) are secured by real property  improved by individual  condominium units
or a unit in a planned  development,  (b) approximately  81.38% (by Cut-Off Date
Principal  Balance) are secured by real property with a single family  residence
erected thereon, (c) approximately 1.22% (by Cut-Off Date Principal Balance) are
secured by real property with a two- to four-family  residence  erected  thereon
and (d) approximately  0.74% (by Cut-Off Date Principal  Balance) are secured by
real property improved by manufactured housing;

(xxiv) As of the Cut-Off Date, no Initial Mortgage Loan had a principal  balance
in excess of $300,000;

(xxv) Approximately 89.87% of the Initial Mortgage Loans, by aggregate Principal
Balance as of the Cut-Off Date, are secured by second liens;

(xxvi) Each Initial  Mortgage  Loan  constitutes  a "qualified  mortgage"  under
Section   860G(a)(3)(A)   of  the   Code   and   Treasury   Regulation   Section
1.860G-2(a)(1);

(xxvii)  Other than with  respect  to a payment  default,  there is no  material
default,  breach, violation or event of acceleration existing under the terms of
any Mortgage  Note or Mortgage and, to the best of GMACM's  knowledge,  no event
which, with notice and expiration of any grace or cure period,  would constitute
a material default,  breach,  violation or event of acceleration under the terms
of any  Mortgage  Note  or  Mortgage,  and no  such  material  default,  breach,
violation  or event  of  acceleration  has been  waived  by  GMACM  involved  in
originating or servicing the related Mortgage Loan;

(xxviii) No  instrument  of release or waiver has been  executed by GMACM or, to
the best  knowledge  of  GMACM,  by any other  person,  in  connection  with the
Mortgage  Loans,  and no  Mortgagor  has been  released by GMACM or, to the best
knowledge  of GMACM,  in whole or in part  from its  obligations  in  connection
therewith;

(xxix) With respect to each Mortgage  Loan secured by a second lien,  either (a)
no consent for such  Mortgage  Loan was required by the holder or holders of the
related  prior lien,  (b) such consent has been obtained and is contained in the
related  Mortgage  File or (c) no consent for such Mortgage Loan was required by
relevant law;

(xxx) With respect to each Mortgage Loan, to the extent  permitted by applicable
law, the related Mortgage contains a customary provision for the acceleration of
the payment of the unpaid  principal  balance of the Mortgage  Loan in the event
the  related  Mortgaged  Property  is sold  without  the  prior  consent  of the
mortgagee thereunder;

(xxxi) None of the Initial Mortgage Loans originated between October 1, 2002 and
March 7,  2003 are  secured  by  Mortgaged  Properties  located  in the State of
Georgia,  and  no  Subsequent  Mortgage  Loan  shall  be  secured  by  Mortgaged
Properties  located in the State of Georgia if such Mortgage Loan was originated
prior to March 7, 2003 and subsequent to October 1, 2002;

(xxxii)  None of the Mortgage  Loans are "High Cost Loans" or a "Covered  Loans"
(as such terms are defined in the version of Appendix E to the Standard & Poor's
LEVELS Glossary in effect as of the Closing Date);

(xxxiii) GMACM used no selection  procedures that  identified  Mortgage Loans as
being less desirable or valuable than other comparable mortgage loans originated
or acquired by GMACM under the GMACM Home Equity Program. The Mortgage Loans are
representative  of  GMACM's  portfolio  of fixed rate  mortgage  loans that were
originated under the GMACM Home Equity Program;

(xxxiv) As of the Cut-Off Date, no more than approximately 29.74% of the Initial
Mortgage  Loans,  by Cut-Off Date  Principal  Balance,  are secured by Mortgaged
Properties which may have been appraised using a statistical property evaluation
method  and  all of the  appraisals  on  such  Mortgaged  Properties  have  been
delivered by Basis100 Inc. (also known as Solimar);  no more than  approximately
1.40% of the Initial  Mortgage  Loans,  by Cut-Off Date Principal  Balance,  are
secured by Mortgaged  Properties  which may have been appraised  using the GMACM
Stated Value method;  no more than  approximately  0.03% of the Initial Mortgage
Loans, by Cut-Off Date Principal  Balance,  are secured by Mortgaged  Properties
which may have been appraised using a tax assessment; no more than approximately
0.02% of the Initial  Mortgage  Loans,  by Cut-Off Date Principal  Balance,  are
secured by Mortgaged  Properties  which may have been  appraised  using a broker
price opinion; no more than approximately  10.52% of the Initial Mortgage Loans,
by Cut-Off Date Principal Balance, are secured by Mortgaged Properties which may
have been appraised using a URAR Form 1004; no more than approximately  0.44% of
the Initial  Mortgage Loans, by Cut-Off Date Principal  Balance,  are secured by
Mortgaged Properties which may have been appraised using a Drive-By Form 704; no
more than  approximately  46.10% of the Initial  Mortgage Loans, by Cut-Off Date
Principal  Balance,  are  secured by  Mortgaged  Properties  which may have been
appraised using Form 2055 (Exterior Only); no more than approximately  11.73% of
the Initial  Mortgage Loans, by Cut-Off Date Principal  Balance,  are secured by
Mortgaged  Properties  which may have  been  appraised  using a Form 2055  (with
Interior  Inspection);  and no more  than  approximately  0.02%  of the  Initial
Mortgage  Loans,  by Cut-Off Date  Principal  Balance,  are secured by Mortgaged
Properties which may have been appraised using a Form 2065; and

(xxxv) No Mortgage  Loan  provides for payments that are subject to reduction by
withholding taxes levied by foreign (non-United States) sovereign government.

               With  respect to this  Section  3.1(b),  representations  made by
GMACM  with  respect  to the WG Trust  Initial  Mortgage  Loans,  made as of the
Cut-Off  Date or the Closing  Date or with  respect to the  Subsequent  Mortgage
Loans  sold by WG  Trust  and  made  as of the  Subsequent  Cut-Off  Date or the
Subsequent  Transfer  Date,  are  made by  GMACM in its  capacity  as  Servicer.
Representations  made by GMACM  with  respect to the WG Trust  Initial  Mortgage
Loans or the Subsequent Mortgage Loans sold by WG Trust and made as of any other
date, are made by GMACM in its capacity as Seller.

               (c) WG Trust represents and warrants to the Purchaser,  as of the
        Closing Date and as of each  Subsequent  Transfer  Date (or if otherwise
        specified below, as of the date so specified) that as to WG Trust:

(i) WG Trust is a Delaware statutory trust duly organized,  validly existing and
in good standing under the laws of the State of Delaware;

(ii) WG Trust has the power and authority to make, execute,  deliver and perform
its obligations under this Agreement and each Subsequent  Transfer  Agreement to
which  it is a  party  and  all  of the  transactions  contemplated  under  this
Agreement  and each  such  Subsequent  Transfer  Agreement,  and has  taken  all
necessary  action to authorize the execution,  delivery and  performance of this
Agreement and each such Subsequent Transfer Agreement;

(iii) WG Trust is not  required to obtain the consent of any other Person or any
consents,  licenses,  approvals or  authorizations  from,  or  registrations  or
declarations  with, any governmental  authority,  bureau or agency in connection
with the execution,  delivery,  performance,  validity or enforceability of this
Agreement  or any  Subsequent  Transfer  Agreement,  except  for such  consents,
licenses,  approvals or  authorizations,  or registrations  or declarations,  as
shall have been obtained or filed, as the case may be;

(iv) The execution and delivery of this  Agreement and any  Subsequent  Transfer
Agreement by WG Trust and its  performance and compliance with the terms of this
Agreement  and each such  Subsequent  Transfer  Agreement  will not  violate  WG
Trust's  organizational  documents or constitute a material default (or an event
which,  with  notice or lapse of time,  or both,  would  constitute  a  material
default)  under,  or result in the material  breach of, any  material  contract,
agreement  or other  instrument  to  which  WG Trust is a party or which  may be
applicable to WG Trust or any of its assets

(v) No litigation  before any court,  tribunal or governmental body is currently
pending,  or to the knowledge of WG Trust  threatened,  against WG Trust or with
respect to this  Agreement  or any  Subsequent  Transfer  Agreement  that in the
opinion  of WG Trust has a  reasonable  likelihood  of  resulting  in a material
adverse  effect  on the  transactions  contemplated  by  this  Agreement  or any
Subsequent Transfer Agreement;

(vi) This  Agreement  and each  Subsequent  Transfer  Agreement to which it is a
party constitutes a legal, valid and binding obligation of WG Trust, enforceable
against WG Trust in accordance with its terms,  except as enforceability  may be
limited by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium or
other  similar laws now or  hereafter in effect  affecting  the  enforcement  of
creditors' rights in general and except as such enforceability may be limited by
general  principles of equity  (whether  considered in a proceeding at law or in
equity) or by public  policy with respect to  indemnification  under  applicable
securities laws;

(vii)  This  Agreement  constitutes  a  valid  transfer  and  assignment  to the
Purchaser  of all right,  title and  interest of WG Trust in and to the WG Trust
Initial  Mortgage  Loans,  including  the Cut-Off Date  Principal  Balances with
respect to the WG Trust Initial  Mortgage Loans, all monies due or to become due
with respect thereto,  and all proceeds of such Cut-Off Date Principal  Balances
with respect to the WG Trust Initial  Mortgage Loans; and this Agreement and the
related Subsequent  Transfer Agreement,  when executed,  will constitute a valid
transfer  and  assignment  to the Issuer of all right,  title and interest of WG
Trust in and to the related  Subsequent  Mortgage  Loans,  including the Cut-Off
Date Principal  Balances of the Subsequent  Mortgage Loans, all monies due or to
become due with respect  thereto,  and all proceeds of such  Subsequent  Cut-Off
Date Principal Balances and such funds as are from time to time deposited in the
Custodial Account  (excluding any investment  earnings thereon) as assets of the
Trust and all other  property  specified in the  definition  of "Trust" as being
part of the corpus of the Trust conveyed to the Purchaser by WG Trust; and

(viii) WG Trust is not in  default  with  respect  to any order or decree of any
court or any order,  regulation  or demand of any federal,  state,  municipal or
governmental agency, which default might have consequences that would materially
and adversely affect the condition  (financial or otherwise) or operations of WG
Trust or its  properties  or  might  have  consequences  that  would  materially
adversely affect its performance hereunder.

               (d) WG Trust  represents  and  warrants  to the  Purchaser,  with
respect to each WG Trust  Initial  Mortgage  Loan as of the Closing  Date (or if
otherwise specified below, as of the date so specified) and with respect to each
Subsequent  Mortgage Loan sold by WG Trust as of the related Subsequent Transfer
Date (or if otherwise specified below, as of the date so specified) that:

(i) With respect to the WG Trust Initial  Mortgage Loans or, as applicable,  any
Subsequent  Mortgage Loans sold by WG Trust:  (A) the related  Mortgage Note and
the Mortgage  have not been  assigned or pledged,  except for any  assignment or
pledge  that has been  satisfied  and  released,  (B)  immediately  prior to the
assignment of such Mortgage Loans to the Purchaser (or to the Issuer in the case
of the  Subsequent  Mortgage  Loans sold by WG  Trust),  WG Trust had good title
thereto and (C) WG Trust is the sole owner and holder of the Mortgage  Loan free
and clear of any and all liens,  encumbrances,  pledges,  or security  interests
(other than,  with respect to any Mortgage Loan in a second lien  position,  the
lien of the  related  first  mortgage)  of any  nature  and has full  right  and
authority, under all governmental and regulatory bodies having jurisdiction over
the  ownership of the  applicable  Mortgage  Loans,  to sell and assign the same
pursuant to this Agreement;

(ii) For each WG Trust Initial  Mortgage Loan or, as applicable,  any Subsequent
Mortgage  Loans sold by WG Trust,  the related  Mortgage  File  contains or will
contain each of the documents and instruments  specified to be included  therein
in the  definition  of "Mortgage  File" in Appendix A to the Indenture (it being
understood  that the  Custodian  maintains  the  Mortgage  Note  related to each
Mortgage  File and the  Servicer  maintains  the  remainder  of the  items to be
included in the Mortgage File pursuant to the terms of this Agreement);

(iii) WG Trust has not  transferred  the WG Trust Initial  Mortgage Loans to the
Purchaser with any intent to hinder, delay or defraud any of its creditors; and

(iv) No  instrument  of  release  or  waiver  has been  executed  by WG Trust in
connection with the WG Trust Initial  Mortgage Loans,  and no Mortgagor has been
released by WG Trust,  in whole or in part,  from its  obligations in connection
therewith.

        (e)  Remedies.  Upon  discovery by either Seller or GMACM or upon notice
from the Purchaser,  the Enhancer,  the Issuer, the Owner Trustee, the Indenture
Trustee or the Custodian, as applicable, of a breach of such Seller's or GMACM's
respective  representations  or warranties  in paragraphs  (a) or (c) above that
materially  and adversely  affects the interests of the  Securityholders  or the
Enhancer in any Mortgage Loan, GMACM or WG Trust, as applicable,  shall,  within
90 days of its  discovery  or its receipt of notice of such  breach,  either (i)
cure such breach in all material respects or (ii) to the extent that such breach
is with respect to a Mortgage Loan or a Related Document,  either (A) repurchase
such Mortgage Loan from the Issuer at the  Repurchase  Price,  or (B) substitute
one or more Eligible  Substitute  Loans for such Mortgage  Loan, in each case in
the manner and subject to the conditions and limitations set forth below.

        Upon  discovery  by  either  Seller  or  GMACM or upon  notice  from the
Purchaser,  the Enhancer,  the Issuer,  GMACM, the Owner Trustee,  the Indenture
Trustee or the Custodian,  as  applicable,  of a breach of a Seller's or GMACM's
representations  or warranties in paragraphs  (b) or (d) above,  with respect to
any Mortgage Loan, or upon the occurrence of a Repurchase Event, that materially
and adversely affects the interests of the Securityholders,  the Enhancer or the
Purchaser in such Mortgage Loan (notice of which shall be given to the Purchaser
by the respective  Seller or GMACM,  if it discovers the same),  notwithstanding
such Seller's or GMACM's lack of knowledge with respect to the substance of such
representation  and warranty,  such Seller or GMACM,  as the case may be, shall,
within 90 days after the earlier of its  discovery or receipt of notice  thereof
or, if such  breach  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 either such  Seller,  the
Servicer, the Issuer, the Owner Trustee, the Indenture Trustee or the Purchaser,
either cure such breach or Repurchase  Event in all material  respects or either
(i) repurchase  such Mortgage Loan from the Issuer at the Repurchase  Price,  or
(ii) substitute one or more Eligible Substitute Loans for such Mortgage Loan, in
each case in the manner and subject to the conditions set forth below,  provided
that the Seller  shall  have the option to  substitute  an  Eligible  Substitute
Mortgage Loan or Loans for such Mortgage Loan only if such  substitution  occurs
within two years  following the Closing Date. The Repurchase  Price for any such
Mortgage Loan  repurchased  by such Seller or GMACM shall be deposited or caused
to be deposited by the Servicer  into the Custodial  Account.  Any purchase of a
Mortgage  Loan due to a  Repurchase  Event  shall be the  obligation  of  GMACM.
Notwithstanding anything to the contrary herein, upon discovery by either Seller
or GMACM or upon notice from the Purchaser, the Enhancer, the Issuer, GMACM, the
Owner  Trustee,  the  Servicer,  the  Indenture  Trustee  or the  Custodian,  as
applicable,  of a breach of GMACM's  representations  or warranties in paragraph
(b)(xvii),  but only in so far as it  relates  to  damage  caused  by  Hurricane
Charley,  Hurricane  Ivan,  Hurricane  Frances or Hurricane  Jeanne all of which
struck the  southeast  portion of the United  States in August and  September of
2004, GMACM shall, notwithstanding GMACM's lack of knowledge with respect to the
substance of such representation and warranty,  within 90 days after the earlier
of its  discovery or receipt of notice  thereof,  either (i) cure such breach in
all material  respects or (ii)(A)  repurchase such Mortgage Loan from the Issuer
at the Repurchase Price, or (B) substitute one or more Eligible Substitute Loans
for such Mortgage Loan, in each case in the manner and subject to the conditions
set forth below.

        In furtherance of the foregoing, if GMACM or the Seller that repurchases
or  substitutes  a  Mortgage  Loan is not a member of MERS and the  Mortgage  is
registered  on the  MERS(R)  System,  GMACM,  at its own expense and without any
right of reimbursement, shall cause MERS to execute and deliver an assignment of
the Mortgage in  recordable  form to transfer the Mortgage from MERS to GMACM or
the Seller and shall cause such Mortgage to be removed from  registration on the
MERS(R) System in accordance with MERS' rules and regulations.

        In the event  that  either  Seller  elects  to  substitute  an  Eligible
Substitute  Loan or Loans for a Deleted Loan  pursuant to this Section 3.1, such
Seller shall deliver to the  Custodian on behalf of the Issuer,  with respect to
such Eligible  Substitute Loan or Loans, the original Mortgage Note, endorsed as
required  under the  definition  of "Mortgage  File" and shall deliver the other
documents  required  to be  part  of  the  Mortgage  File  to the  Servicer.  No
substitution will be made in any calendar month after the Determination Date for
such month.  Monthly  Payments due with respect to Eligible  Substitute Loans in
the month of  substitution  shall not be part of the  Trust  Estate  and will be
retained by the Servicer and remitted by the Servicer to such Seller on the next
succeeding Payment Date, provided that a payment equal to the applicable Monthly
Payment for such month in respect of the Deleted  Loan has been  received by the
Issuer. For the month of substitution, distributions to the Note Payment Account
pursuant to the Servicing  Agreement  will include the Monthly  Payment due on a
Deleted  Loan for such month and  thereafter  such  Seller  shall be entitled to
retain all amounts  received in respect of such Deleted Loan. The Servicer shall
amend or cause to be amended the Mortgage  Loan  Schedule to reflect the removal
of such Deleted Loan and the  substitution  of the Eligible  Substitute  Loan or
Loans and the Servicer  shall deliver the amended  Mortgage Loan Schedule to the
Owner Trustee,  the Indenture Trustee and the Enhancer.  Upon such substitution,
the  Eligible  Substitute  Loan or Loans  shall be  subject to the terms of this
Agreement and the Servicing Agreement in all respects,  GMACM shall be deemed to
have made the  representations  and  warranties  with  respect  to the  Eligible
Substitute Loan contained herein set forth in Section 3.1(b) (other than clauses
(xiii), (xxii),  (xxiii),  (xxv) and (xxxiv) thereof),  and, if the Seller is WG
Trust, WG Trust shall be deemed to have made the  representations and warranties
set forth in Section 3.1(d),  in each case, as of the date of substitution,  and
the related  Seller shall be deemed to have made a  representation  and warranty
that each Mortgage Loan so substituted is an Eligible  Substitute Loan as of the
date of  substitution.  In addition,  GMACM shall be obligated to  repurchase or
substitute for any Eligible  Substitute Loan as to which a Repurchase  Event has
occurred as provided herein.  In connection with the substitution of one or more
Eligible  Substitute  Loans for one or more Deleted  Loans,  the Servicer  shall
determine the amount (such amount, a "Substitution  Adjustment Amount"), if any,
by which the aggregate  principal balance of all such Eligible  Substitute Loans
as of the date of substitution is less than the aggregate  principal  balance of
all such  Deleted  Loans  (after  application  of the  principal  portion of the
Monthly Payments due in the month of substitution  that are to be distributed to
the Note  Payment  Account  in the month of  substitution).  Such  Seller  shall
deposit the amount of such shortfall  into the Custodial  Account on the date of
substitution, without any reimbursement therefor.

        Upon  receipt by the  Indenture  Trustee on behalf of the Issuer and the
Custodian of written notification, signed by a Servicing Officer, of the deposit
of such Repurchase Price or of such substitution of an Eligible  Substitute Loan
(together with the complete related Mortgage File) and deposit of any applicable
Substitution  Adjustment  Amount as provided above, the Custodian,  on behalf of
the Indenture  Trustee,  shall (i) release to such Seller or GMACM,  as the case
may be, the related  Mortgage  Note for the Mortgage Loan being  repurchased  or
substituted for, (ii) cause the Servicer to release to such Seller any remaining
documents in the related Mortgage File which are held by the Servicer,  and(iii)
the  Indenture  Trustee on behalf of the Issuer  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 such Seller or GMACM, as the
case may be, or its  respective  designee such  Mortgage Loan released  pursuant
hereto and thereafter such Mortgage Loan shall not be an asset of the Issuer.

        It is understood  and agreed that the  obligation of each Seller to cure
any breach,  or to repurchase  or  substitute  for any Mortgage Loan as to which
such a breach has occurred and is continuing,  shall  constitute the sole remedy
respecting   such  breach   available  to  the   Purchaser,   the  Issuer,   the
Certificateholders  (or the Owner  Trustee on behalf of the  Certificateholders)
and the  Noteholders  (or the  Indenture  Trustee on behalf of the  Noteholders)
against such Seller.

        It is understood and agreed that the  representations and warranties set
forth in this  Section 3.1 shall  survive  delivery of the  respective  Mortgage
Notes to the Issuer or the Custodian.

ARTICLE IV

                               SELLERS' COVENANTS

Section 4.1 Covenants of the Sellers.  Each Seller hereby covenants that, except
for the transfer hereunder and, as of any Subsequent  Transfer Date, it will not
sell, pledge, assign or transfer to any other Person, or grant, create, incur or
assume any Lien on any Mortgage Loan, or any interest therein. Each Seller shall
notify the Issuer (in the case of the Initial Mortgage Loans, as assignee of the
Purchaser),  of the existence of any Lien (other than as provided  above) on any
Mortgage Loan immediately upon discovery  thereof;  and each Seller shall defend
the right, title and interest of the Issuer (in the case of the Initial Mortgage
Loans, as assignee of the Purchaser) in, to and under the Mortgage Loans against
all claims of third  parties  claiming  through or under such Seller;  provided,
however,  that nothing in this Section 4.1 shall be deemed to apply to any Liens
for municipal or other local taxes and other governmental  charges if such taxes
or  governmental  charges  shall not at the time be due and payable or if either
Seller shall  currently  be  contesting  the  validity  thereof in good faith by
appropriate Proceedings.

ARTICLE V

                                    SERVICING

Section 5.1  Servicing.  GMACM shall service the Mortgage  Loans pursuant to the
terms and conditions of the Servicing Agreement.

ARTICLE VI

                          INDEMNIFICATION BY THE SELLER
                       WITH RESPECT TO THE MORTGAGE LOANS

Section 6.1  Limitation  on  Liability of the  Sellers.  None of the  directors,
officers,  employees  or agents of either  GMACM or WG Trust  shall be under any
liability to the Purchaser or the Issuer, it being expressly understood that all
such  liability  is  expressly  waived and  released as a  condition  of, and as
consideration  for, the execution of this Agreement and any Subsequent  Transfer
Agreement.  Except as and to the  extent  expressly  provided  in the  Servicing
Agreement  with  respect  to GMACM (and only to the  extent in its  capacity  as
Servicer),  the Sellers  shall not have any  obligation to indemnify the Issuer,
the Owner Trustee, the Indenture Trustee or the Securityholders.  Any Seller and
any director,  officer,  employee or agent of such Seller 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.

ARTICLE VII

                                   TERMINATION

Section 7.1  Termination.  The obligations and  responsibilities  of the parties
hereto shall terminate upon the termination of the Trust Agreement.

ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

Section 8.1  Amendment.  This  Agreement may be amended from time to time by the
parties  hereto by  written  agreement)  with the prior  written  consent of the
Enhancer  (which consent shall not be unreasonably  withheld,  provided that the
Servicer and the Indenture  Trustee shall have received an Opinion of Counsel to
the effect that such amendment will not result in an Adverse REMIC Event.

Section 8.2 GOVERNING LAW. THIS AGREEMENT  SHALL BE GOVERNED BY AND 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 8.3 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 registered mail, postage prepaid, addressed as follows:

(i) if to GMACM:

                          GMAC Mortgage Corporation
                          100 Witmer Road
                          Horsham, Pennsylvania  10944
                          Attention:  Barry Bier, Executive Vice President
                          Re: GMACM Home Equity Loan Trust 2004-HE5;

(ii) if to the Purchaser:

                          Residential Asset Mortgage Products, Inc.
                          8400 Normandale Lake Boulevard
                          Minneapolis, Minnesota 55437
                          Attention:President
                          Re: GMACM Home Equity Loan Trust 2004-HE5;

(iii) if to the Indenture Trustee:

                          Wells Fargo Bank, N.A.
                          P.O. Box 98
                          Columbia, Maryland 21046
                          Attention: Corporate Trust Services
                          Re: GMACM Home Equity Loan Trust 2004-HE5 Trust;

(iv) if to the Issuer:

                          c/o Wilmington Trust Company, as Owner Trustee
                          Rodney Square North
                          1100 North Market Street
                          Wilmington, Delaware 19890-0001
                          Re: GMACM Home Equity Loan Trust 2004-HE5;

(v) if to WG Trust:

                          Walnut Grove Mortgage Loan Trust 2003-A
                          c/o Wilmington Trust Company
                          1100 North Market Street
                          Wilmington, Delaware 19890
                          Attention: Walnut Grove Mortgage Loan
                                Trust 2003-A
                          Re: GMACM Home Equity Loan Trust 2004-HE5; or

                      (vi) if to the Enhancer:

                          Financial Guaranty Insurance Company
                          125 Park Avenue, 6th Floor
                          New York, New York 10017
                          Re:  GMACM Home Equity Loan Trust 2004-HE5;

or, with respect to any of the foregoing  Persons,  at such other address as may
hereafter be furnished to the other foregoing Persons in writing.

Section 8.4  Severability  of  Provisions.  If any one or more of the covenants,
agreements,  provisions or terms of this Agreement shall be held invalid for any
reason whatsoever, then such covenants, agreements, provisions or terms shall be
deemed severable from the remaining covenants,  agreements,  provisions or terms
of this Agreement and shall in no way affect the validity of  enforceability  of
the other provisions of this Agreement.

Section 8.5 Relationship of Parties. Nothing herein contained shall be deemed or
construed to create a partnership or joint venture among the parties hereto, and
the services of GMACM shall be rendered as an independent  contractor and not as
agent for the Purchaser.

Section  8.6  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts, each of which, when so executed, shall be deemed to be an original
and such counterparts, together, shall constitute one and the same agreement.

Section 8.7  Further  Agreements.  The parties  hereto each agree to execute and
deliver to the other such additional documents, instruments or agreements as may
be necessary or appropriate to effectuate the purposes of this Agreement.

Section 8.8 Intention of the Parties.  It is the intention of the parties hereto
that the Purchaser  will be purchasing on the Closing Date, and the Sellers will
be selling on the Closing  Date,  the Initial  Mortgage  Loans,  rather than the
Purchaser  providing a loan to the Sellers secured by the Initial Mortgage Loans
on the Closing Date;  and that the Issuer will be purchasing on each  Subsequent
Transfer Date, and the Sellers will be selling on each Subsequent Transfer Date,
the related Subsequent  Mortgage Loans,  rather than the Issuer providing a loan
to the  Sellers  secured  by the  related  Subsequent  Mortgage  Loans  on  each
Subsequent Transfer Date.  Accordingly,  the parties hereto each intend to treat
this  transaction  for federal income tax purposes as (i) a sale by the Sellers,
and a purchase by the  Purchaser,  of the Initial  Mortgage Loans on the Closing
Date  and (ii) a sale by the  Sellers,  and a  purchase  by the  Issuer,  of the
related  Subsequent  Mortgage  Loans  on  each  Subsequent  Transfer  Date.  The
Purchaser and the Issuer shall each have the right to review the Mortgage  Loans
and the Related Documents to determine the characteristics of the Mortgage Loans
which will affect the federal  income tax  consequences  of owning the  Mortgage
Loans, and each Seller shall cooperate with all reasonable  requests made by the
Purchaser or the Issuer in the course of such review.

Section 8.9    Successors and Assigns; Assignment of this Agreement.

(a) This Agreement  shall bind and inure to the benefit of and be enforceable by
the parties hereto and their respective  permitted  successors and assigns.  The
obligations of each Seller under this Agreement  cannot be assigned or delegated
to a third party without the consent of the Enhancer and the Purchaser  (and the
Issuer with respect to the transfer of any  Subsequent  Mortgage  Loans),  which
consent shall be at the Purchaser's  sole discretion and the Issuer with respect
to the transfer of any Subsequent  Mortgage Loans);  provided,  that each Seller
may assign its  obligations  hereunder to any  Affiliate of such Seller,  to any
Person  succeeding to the business of such Seller, to any Person into which such
Seller is merged and to any Person  resulting  from any  merger,  conversion  or
consolidation  to which such Seller is a party.  The parties hereto  acknowledge
that the (i)  Purchaser  is  acquiring  the  Mortgage  Loans for the  purpose of
contributing  them to the GMACM Home  Equity  Loan Trust  2004-HE5  and (ii) the
Issuer is  acquiring  Subsequent  Mortgage  Loans for the  purpose  of  pledging
Subsequent   Mortgage  Loans  to  the  Indenture  Trustee  for  the  benefit  of
Noteholders and the Enhancer.

(b) As an  inducement  to the  Purchaser and the Issuer to purchase the Mortgage
Loans,  each  Seller  acknowledges  and  consents to (i) the  assignment  by the
Purchaser to the Issuer of all of the  Purchaser's  rights against either Seller
pursuant to this  Agreement  insofar as such rights relate to the Mortgage Loans
transferred  to the Issuer and to the  enforcement  or  exercise of any right or
remedy against either Seller pursuant to this Agreement by the Issuer,  (ii) the
enforcement or exercise of any right or remedy  against such Seller  pursuant to
this  Agreement by or on behalf of the Issuer and (iii) the  Issuer's  pledge of
its interest in this Agreement to the Indenture  Trustee and the  enforcement by
the  Indenture  Trustee  of any  such  right or  remedy  against  either  Seller
following an Event of Default under the Indenture.  Such  enforcement of a right
or  remedy by the  Issuer,  the  Owner  Trustee  or the  Indenture  Trustee,  as
applicable,  shall  have the same force and effect as if the right or remedy had
been enforced or exercised by the Purchaser or the Issuer directly.

Section 8.10 Survival.  The  representations  and warranties made herein by each
Seller and the provisions of Article VI hereof shall survive the purchase of the
Mortgage Loans hereunder and any transfer of Subsequent  Mortgage Loans pursuant
to this Agreement and the related Subsequent Transfer Agreement.


Section  8.11 Third  Party  Beneficiary.  The  Enhancer  shall be a third  party
beneficiary  hereof and shall be  entitled  to enforce  the  provisions  of this
Agreement as if a third party.


                            [SIGNATURE PAGE FOLLOWS]



<PAGE>




        IN WITNESS  WHEREOF,  the parties  hereto have caused  their names to be
signed to this  Mortgage Loan Purchase  Agreement by their  respective  officers
thereunto duly authorized as of the day and year first above written.


                        RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as
                            Purchaser


                        By:
                            Name:  Patricia C. Taylor
                            Title:  Vice President


                        GMAC MORTGAGE CORPORATION,
                           as Seller and Servicer


                        By:
                            Name:  [  ]
                            Title:  Vice President


                        WALNUT GROVE HOME EQUITY LOAN TRUST 2003-A, as
                            Seller

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


                          By:
                             Name:
                             Title:



                        GMACM HOME EQUITY LOAN TRUST 2004-HE5, as Issuer

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



                        By:
                            Name:
                            Title:


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


                        By:
                            Name:
                            Title:




<PAGE>




                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE

                        [On File with GMACM and Servicer]


<PAGE>


                                    EXHIBIT 2
                      FORM OF SUBSEQUENT TRANSFER AGREEMENT

(a) Pursuant to this Subsequent Transfer Agreement No. (the "Agreement"),  dated
as of , , between ___________________,  as seller (the "Seller"), and GMACM Home
Equity  Loan Trust  2004-HE5,  as issuer  (the  "Issuer"),  and  pursuant to the
mortgage loan purchase  agreement  dated as of November 30, 2004 (the  "Mortgage
Loan Purchase  Agreement"),  among the Seller, as a seller and servicer,  Walnut
Grove  Mortgage  Loan Trust  2003-A,  as a seller,  Residential  Asset  Mortgage
Products, Inc., as purchaser (the "Purchaser"), the Issuer and Wells Fargo Bank,
N.A., as indenture trustee (the "Indenture Trustee"),  the Seller and the Issuer
agree to the sale by the Seller and the  purchase by the Issuer of the  mortgage
loans  listed  on the  attached  Schedule  of  Subsequent  Mortgage  Loans  (the
"Subsequent Mortgage Loans").

        Capitalized  terms used and not  defined  herein  have their  respective
meanings as set forth in Appendix A to the  indenture  dated as of November  30,
2004,  between  the  Issuer  and  the  Indenture  Trustee,  which  meanings  are
incorporated by reference herein.  All other capitalized terms used herein shall
have the meanings specified herein.

        Section 1.    Sale of Subsequent Mortgage Loans.

        (a) The Seller does hereby sell,  transfer,  assign, set over and convey
to the Issuer,  without recourse, all of its right, title and interest in and to
the Subsequent  Mortgage Loans, all principal  received and interest accruing on
the  Subsequent  Mortgage  Loans on and after the  Subsequent  Cut-Off Date, all
monies due or to become due relating to such  Subsequent  Mortgage Loans and all
items with respect to the Subsequent  Mortgage Loans to be delivered pursuant to
Section 2.2 of the Mortgage Loan Purchase Agreement; provided, however, that the
Seller  reserves  and retains all right,  title and interest in and to principal
received and interest  accruing on the  Subsequent  Mortgage  Loans prior to the
Subsequent Cut-Off Date. The Seller, contemporaneously with the delivery of this
Agreement, has delivered or caused to be delivered to the Indenture Trustee each
item set forth in Section 2.2 of the Mortgage Loan Purchase Agreement.

        The  transfer  to the  Issuer by the Seller of the  Subsequent  Mortgage
Loans identified on the Mortgage Loan Schedule shall be absolute and is intended
by the parties  hereto to  constitute  a sale by the Seller to the Issuer on the
Subsequent Transfer Date of all the Seller's right, title and interest in and to
the Subsequent Mortgage Loans, and other property as and to the extent described
above,  and the  Issuer  hereby  acknowledges  such  transfer.  In the event the
transactions  set forth  herein  shall be deemed  not to be a sale,  the  Seller
hereby  grants  to the  Issuer as of the  Subsequent  Transfer  Date a  security
interest in all of the Seller's  right,  title and interest in, to and under all
accounts,  chattel papers,  general intangibles,  payment intangibles,  contract
rights,  certificates  of deposit,  deposit  accounts,  instruments,  documents,
letters of credit,  money,  advices of credit,  investment  property,  goods and
other  property  consisting  of,  arising  under or  related  to the  Subsequent
Mortgage  Loans,  and  such  other  property,  to  secure  all of  the  Issuer's
obligations hereunder,  and this Agreement shall constitute a security agreement
under  applicable  law.  The  Seller  agrees  to take or cause to be taken  such
actions and to execute such documents,  including without  limitation the filing
of all necessary UCC-1 financing  statements  filed in the State of Delaware and
the Commonwealth of Pennsylvania  (which shall be submitted for filing as of the
Subsequent Transfer Date), any continuation  statements with respect thereto and
any  amendments  thereto  required to reflect a change in the name or  corporate
structure  of  the  Seller  or the  filing  of any  additional  UCC-1  financing
statements  due to the  change  in  the  principal  office  or  jurisdiction  of
incorporation  of the  Seller,  as are  necessary  to perfect  and  protect  the
Issuer's interests in each Subsequent Mortgage Loan and the proceeds thereof.

        (b) The  expenses and costs  relating to the delivery of the  Subsequent
Mortgage Loans, this Agreement and the Mortgage Loan Purchase Agreement shall be
borne by the Seller.

        (c) Additional terms of the sale are set forth on Attachment A hereto.

        Section 2.    Representations and Warranties; Conditions Precedent.

        (a) The Seller hereby affirms the representations and warranties made by
it and set forth in Section 3.1 of the Mortgage  Loan  Purchase  Agreement  that
relate to the Seller or the Subsequent Mortgage Loans as of the date hereof. The
Seller hereby  confirms that each of the  conditions set forth in Section 2.2(b)
of the Mortgage Loan Purchase  Agreement are satisfied as of the date hereof and
further represents and warrants that each Subsequent Mortgage Loan complies with
the  requirements  of this  Agreement  and Section  2.2(c) of the Mortgage  Loan
Purchase  Agreement.  GMACM, as Servicer of the Subsequent Mortgage Loans hereby
affirms the  representations  and warranties made by it regarding the Subsequent
Mortgage  Loans as set  forth  in  Section  3.1 of the  Mortgage  Loan  Purchase
Agreement.

        (b) The Seller is  solvent,  is able to pay its debts as they become due
and has  capital  sufficient  to  carry  on its  business  and  its  obligations
hereunder;  it will not be rendered  insolvent by the  execution and delivery of
this  Instrument or by the  performance of its  obligations  hereunder nor is it
aware  of  any  pending  insolvency;  no  petition  of  bankruptcy  (or  similar
insolvency proceeding) has been filed by or against the Seller prior to the date
hereof.

        (c) All terms and  conditions of the Mortgage  Loan  Purchase  Agreement
relating to the  Subsequent  Mortgage  Loans are hereby  ratified and confirmed;
provided,  however,  that in the event of any  conflict the  provisions  of this
Agreement  shall  control over the  conflicting  provisions of the Mortgage Loan
Purchase Agreement.

        Section  3.  Recordation  of  Instrument.  To the  extent  permitted  by
applicable law or a memorandum  thereof if permitted under  applicable law, this
Agreement is subject to recordation in all  appropriate  public offices for real
property  records in all of the counties or other  comparable  jurisdictions  in
which  any or all  of the  properties  subject  to  the  related  Mortgages  are
situated,  and in any other  appropriate  public  recording office or elsewhere,
such recordation to be effected by the Servicer at the  Noteholders'  expense on
direction of the Noteholders  representing a majority of the Voting Rights,  but
only  when  accompanied  by an  Opinion  of  Counsel  to the  effect  that  such
recordation materially and beneficially affects the interests of the Noteholders
or is necessary for the  administration or servicing of the Subsequent  Mortgage
Loans.

        Section  4.  GOVERNING  LAW.  THIS  INSTRUMENT  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  5.   Counterparts.   This   Instrument   may  be   executed  in
counterparts, each of which, when so executed, shall be deemed to be an original
and together shall constitute one and the same instrument.

        Section 6.  Successors and Assigns.  This  Agreement  shall inure to the
benefit  of and be binding  upon the Seller and the Issuer and their  respective
successors and assigns.


                       GMAC MORTGAGE CORPORATION,
                          as Seller



                       By:  ______________________________
                           Name:
                           Title:


                       GMACM HOME EQUITY LOAN TRUST 2004-HE5, as Issuer

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



                       By: _________________________________________
                           Name:
                           Title:



Attachments

A.  Additional  terms of sale.
B.  Schedule of Subsequent  Mortgage  Loans.
C.  Seller's Officer's Certificate.
D. Seller's Officer's Certificate (confirmation of Enhancer approval).


<PAGE>


                      GMACM HOME EQUITY LOAN TRUST 2004-HE5

              ATTACHMENT A TO FORM OF SUBSEQUENT TRANSFER AGREEMENT

                                      ____________, ____

<TABLE>
<CAPTION>

A.
      1. Subsequent Cut-Off Date: 2. Pricing Date: 3. Subsequent Transfer Date:
      4. Aggregate  Principal Balance of the Subsequent Mortgage Loans as of the
      Subsequent Cut-Off Date:
<S>   <C>                                                                    <C>
      5.   Purchase Price:                                                   100.00%
B.
As to all Subsequent Mortgage Loans:
      1.   Longest stated term to maturity:                                             months
      2.   Minimum Loan Rate:                                                           %
      3.   Maximum Loan Rate:                                                           %
      4.   WAC of all Subsequent Mortgage Loans:                                        %
      5.   WAM of all Subsequent Mortgage Loans:                                        %
      6.   Largest Principal Balance:                                        $
      7.   Non-owner occupied Mortgaged Properties:                                     %
      8.   [_______] zip code concentrations:                                    % and      %
      9.   Condominiums:                                                                %
      10.  Single-family:                                                               %
      11.  Weighted average term since origination:                                    %
      12.  Principal  balance of Subsequent  Mortgage Loans with respect to  $
           which the  Mortgagor  is an employee of GMACM or an affiliate of
           GMACM:
      13.  Number  of  Subsequent  Mortgage  Loans  with  respect  to which  the
           Mortgagor is an employee of GMACM or an affiliate of GMACM:

</TABLE>


<PAGE>

                                    EXHIBIT 3

                             FORM OF ADDITION NOTICE



DATE:

Wells Fargo Bank, N.A.                      Moody's Investors Service, Inc.
9062 Old Annapolis Road                     99 Church Street
Columbia, Maryland 21045                    New York, New York 10007
Attn: Corporate Trust Services-GMACM Home
Equity Loan Trust 2004-HE5

Wilmington Trust Company                    Standard & Poor's, a division of The
1100 North Market Street                    McGraw-Hill Companies, Inc.
Wilmington, Delaware 19890                  26 Broadway
                                            New York, New York 10004-1064




Re:  GMACM Home Equity Loan Trust 2004-HE5

Ladies and Gentlemen:

        Pursuant to Section 2.2 of the mortgage loan purchase agreement dated as
of  November  30,  2004  (the   "Purchase   Agreement"),   among  GMAC  Mortgage
Corporation,  as the Seller  and  Servicer,  Walnut  Grove  Mortgage  Loan Trust
2003-A, as a Seller,  Residential Asset Mortgage  Products,  Inc., as Purchaser,
GMACM Home Equity Loan Trust 2004-HE5,  as Issuer and Wells Fargo Bank, N.A., as
Indenture  Trustee,  the Seller has  designated  the  Subsequent  Mortgage Loans
identified  on the  Mortgage  Loan  Schedule  attached  hereto to be sold to the
Issuer on , , with an aggregate  Principal  Balance of $ . Capitalized terms not
otherwise  defined  herein have the  meaning set forth in the  Appendix A to the
indenture  dated as of November 30, 2004,  between the Issuer and the  Indenture
Trustee.

        Please  acknowledge  your receipt of this notice by  countersigning  the
enclosed copy in the space  indicated below and returning it to the attention of
the undersigned.


                                            Very truly yours,


                                            GMAC MORTGAGE CORPORATION,
                                               as Seller



                                            By: ______________________________
                                                Name:
                                                Title:


ACKNOWLEDGED AND AGREED:

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



By: __________________________
    Name:
    Title:

<PAGE>


<PAGE>


</TEXT>
</DOCUMENT>
