RESIDENTIAL ASSET MORTGAGE PRODUCTS INC
PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>he2pa.txt
<DESCRIPTION>PURCHASE AGREEMENT
<TEXT>


                                  EXHIBIT 10.1


                   RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,

                                  as Purchaser,

                           GMAC MORTGAGE CORPORATION,

                             as Seller and Servicer,

                   WALNUT GROVE HOME EQUITY LOAN TRUST 2000-A,

                                   as Seller,

                     WALNUT GROVE MORTAGE LOAN TRUST 2001-A,

                                   as Seller,

                     GMACM HOME EQUITY LOAN TRUST 2001-HE2,

                                   as Issuer,

                                       and

                         BANK ONE, NATIONAL ASSOCIATION,

                              as Indenture Trustee




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

                        MORTGAGE LOAN PURCHASE AGREEMENT
                  --------------------------------------------



                            Dated as of June 28, 2001



<PAGE>






        This Mortgage Loan Purchase  Agreement  (the  "Agreement"),  dated as of
June 28, 2001, is made among GMAC Mortgage Corporation,  as seller ("GMACM") and
as servicer (in such capacity,  the  "Servicer"),  Walnut Grove Home Equity Loan
Trust  2000-A,  as seller ("WG Trust  2000"),  Walnut Grove  Mortgage Loan Trust
2001-A,  as seller ("WG Trust 2001" and,  together with GMACM and WG Trust 2000,
each a "Seller" and  collectively,  the "Sellers"),  Residential  Asset Mortgage
Products,  Inc., as purchaser  (the  "Purchaser"),  GMACM Home Equity Loan Trust
2001-HE2,  as issuer (the  "Issuer"),  and Bank One,  National  Association,  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 Exhibit 1 hereto (the "Initial
Mortgage Loans");

        WHEREAS,  GMACM sold a portion of the  Initial  Mortgage  Loans (the "WG
Trust  2000  Initial  Mortgage  Loans")  and  intends  to sell a portion  of the
Subsequent Mortgage Loans to be sold by WG Trust 2000 hereunder, to Walnut Grove
Funding,  Inc. ("Walnut Grove"),  pursuant to a Mortgage Loan Purchase Agreement
(the  "Walnut  Grove 2000  Purchase  Agreement"),  dated as of June 1, 2000,  as
amended,  among Walnut Grove, as purchaser,  GMACM, as seller, WG Trust 2000, as
Issuer and Bank One,  National  Association,  as trustee  (each date of sale,  a
"Prior Transfer Date");

        WHEREAS,  Walnut Grove sold the WG Trust 2001 Initial  Mortgage Loans to
WG Trust 2001 pursuant to a Trust  Agreement,  dated as of May 1, 2001,  between
Walnut Grove, as depositor and Wilmington Trust Company, as owner trustee;

        WHEREAS,  GMACM sold a portion of the  Initial  Mortgage  Loans (the "WG
Trust  2001  Initial  Mortgage  Loans")  and  intends  to sell a portion  of the
Subsequent  Mortgage  Loans to be sold by WG Trust  2001  hereunder,  to  Walnut
Grove,  pursuant to a Mortgage Loan Purchase  Agreement  (the "Walnut Grove 2001
Purchase Agreement"), dated as of May 1, 2001, among Walnut Grove, as purchaser,
GMACM, as seller, WG Trust 2001, as Issuer and Bank One,  National  Association,
as trustee (each date of sale, also a "Prior Transfer Date");

        WHEREAS,  Walnut Grove sold the WG Trust 2000 Initial  Mortgage Loans to
WG Trust 2000 pursuant to a Trust Agreement,  dated as of June 1, 2000,  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 2000 owns the Cut-Off Date Principal Balances and the
Related Documents for the WG Trust 2000 Initial Mortgage Loans identified on the
Mortgage  Loan Schedule -B attached as Exhibit 1-B hereto,  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
2000 Initial Mortgage Loans;

        WHEREAS,  WG Trust 2001 owns the Cut-Off Date Principal Balances and the
Related Documents for the WG Trust 2001 Initial Mortgage Loans identified on the
Mortgage  Loan Schedule -C attached as Exhibit 1-C hereto,  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
2001 Initial Mortgage Loans;

                                       1
<PAGE>

        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,  and  thereafter  all  Additional  Balances  relating  to the Initial
Mortgage  Loans  created  on or after  the  Cut-Off  Date and prior to the Rapid
Amortization Period, (ii) WG Trust 2000 sell the Cut-Off Date Principal Balances
of the WG Trust 2000 Initial Mortgage Loans to the Purchaser on the Closing Date
pursuant to the terms of this  Agreement,  together with the Related  Documents,
including all of its rights to the Additional  Balances relating to the WG Trust
2000 Initial Mortgage Loans created on or after the Cut-Off Date, (iii) WG Trust
2001 sell the  Cut-Off  Date  Principal  Balances  of the WG Trust 2001  Initial
Mortgage  Loans to the  Purchaser on the Closing  Date  pursuant to the terms of
this Agreement, together with the Related Documents, including all of its rights
to the Additional  Balances relating to the WG Trust 2001 Initial Mortgage Loans
created on or after the  Cut-Off  Date,  (iv) 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 (v) 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

                                       2
<PAGE>

June 28, 2001 (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 now existing and all Additional  Balances  thereafter arising
thereunder to and including the date  immediately  preceding the commencement of
the Rapid  Amortization  Period relating thereto;  provided,  however,  that any
Principal  Balance  represented  by a Draw made  during  the Rapid  Amortization

                                       3
<PAGE>

Period and  interest  thereon and money due or to become due in respect  thereof
will not be or  deemed to be  transferred  to the  Purchaser,  and GMACM in such
event shall retain ownership of each Principal Balance  represented by each such
Draw and  interest  thereon and money due or to become due in respect  thereof),
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; provided, however, that
the Purchaser does not assume the obligation under each Loan Agreement  relating
to a HELOC to fund Draws to the Mortgagor  thereunder,  and the Purchaser  shall
not be obligated or permitted to fund any such Draws, it being agreed that GMACM
will retain the obligation to fund future Draws. Such conveyance shall be deemed
to be made: (1) with respect to the Cut-Off Date Principal  Balances,  as of the
Closing  Date;  and (2) with  respect to the amount of each  Additional  Balance
created on or after the Cut-Off Date and prior to the  commencement of the Rapid
Amortization  Period,  as of the later of the Closing Date and the date that the
corresponding  Draw was made pursuant to the related Loan Agreement,  subject to
the receipt by GMACM of  consideration  therefor as provided herein under clause
(a) of Section 2.3.

(b) WG Trust 2000, 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 WG Trust 2000 Initial  Mortgage  Loans  (including the Cut-Off
Date  Principal  Balances now existing and its rights to acquire all  Additional
Balances  and  Excluded  Amounts  thereafter  arising  thereunder,  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 WG Trust  2000 in any  insurance  policies  in  respect  of the WG Trust 2000
Initial  Mortgage  Loans;  and (iii) all  proceeds of the  foregoing;  provided,
however,  that the  Purchaser  does not  assume the  obligation  under each Loan
Agreement relating to a HELOC to fund Draws to the Mortgagor thereunder, and the
Purchaser  shall not be obligated or permitted to fund any such Draws,  it being
agreed that GMACM has retained the  obligation to fund future Draws  pursuant to
the Walnut Grove 2000 Purchase Agreement.  Such conveyance shall be deemed to be
made as of the Closing Date. WG Trust 2000 shall,  within five (5) Business Days
after the Closing Date,  deliver to the Enhancer an opinion of counsel,  in form
and substance reasonably acceptable to the Enhancer, to the effect that (1) with
respect to the transfer of the WG Trust 2000 Initial  Mortgage  Loans from GMACM
to Walnut Grove, a bankruptcy court having  jurisdiction over GMACM would not be
entitled to compel the turnover of the WG Trust 2000 Initial  Mortgage  Loans or
the proceeds thereof to GMACM under Section 542 of the Bankruptcy Code and would

                                       4
<PAGE>

not be  entitled  to  treat  the WG Trust  2000  Initial  Mortgage  Loans or the
proceeds  thereof as assets  included in the estate of GMACM pursuant to Section
541 of the  Bankruptcy  Code or as subject to the  automatic  stay  provision of
Section 362(a) of the  Bankruptcy  Code, and (2) with respect to the transfer of
the WG Trust 2000 Initial  Mortgage  Loans from Walnut Grove to WG Trust 2000, a
bankruptcy court having  jurisdiction over Walnut Grove would not be entitled to
compel the turnover of the WG Trust 2000 Initial  Mortgage Loans or the proceeds
thereof to Walnut Grove under Section 542 of the  Bankruptcy  Code and would not
be entitled to treat the WG Trust 2000  Initial  Mortgage  Loans or the proceeds
thereof as assets included in the estate of Walnut Grove pursuant to Section 541
of the Bankruptcy  Code or as subject to the automatic stay provision of Section
362(a) of the Bankruptcy Code.

(c) WG Trust 2001, 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 WG Trust 2001 Initial  Mortgage  Loans  (including the Cut-Off
Date  Principal  Balances now existing and its rights to acquire all  Additional
Balances  and  Excluded  Amounts  thereafter  arising  thereunder,  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 WG Trust  2001 in any  insurance  policies  in  respect  of the WG Trust 2001
Initial  Mortgage  Loans;  and (iii) all  proceeds of the  foregoing;  provided,
however,  that the  Purchaser  does not  assume the  obligation  under each Loan
Agreement relating to a HELOC to fund Draws to the Mortgagor thereunder, and the
Purchaser  shall not be obligated or permitted to fund any such Draws,  it being
agreed that GMACM has retained the  obligation to fund future Draws  pursuant to
the Walnut Grove 2001 Purchase Agreement.  Such conveyance shall be deemed to be
made as of the Closing Date. WG Trust 2001 shall,  within five (5) Business Days
after the Closing Date,  deliver to the Enhancer an opinion of counsel,  in form
and substance reasonably acceptable to the Enhancer, to the effect that (1) with
respect to the transfer of the WG Trust 2001 Initial  Mortgage  Loans from GMACM
to Walnut Grove, a bankruptcy court having  jurisdiction over GMACM would not be
entitled to compel the turnover of the WG Trust 2001 Initial  Mortgage  Loans or
the proceeds thereof to GMACM under Section 542 of the Bankruptcy Code and would
not be  entitled  to  treat  the WG Trust  2001  Initial  Mortgage  Loans or the
proceeds  thereof as assets  included in the estate of GMACM pursuant to Section
541 of the  Bankruptcy  Code or as subject to the  automatic  stay  provision of
Section 362(a) of the  Bankruptcy  Code, and (2) with respect to the transfer of
the WG Trust 2001 Initial  Mortgage  Loans from Walnut Grove to WG Trust 2001, a
bankruptcy court having  jurisdiction over Walnut Grove would not be entitled to
compel the turnover of the WG Trust 2001 Initial  Mortgage Loans or the proceeds
thereof to Walnut Grove under Section 542 of the  Bankruptcy  Code and would not
be entitled to treat the WG Trust 2001  Initial  Mortgage  Loans or the proceeds
thereof as assets included in the estate of Walnut Grove pursuant to Section 541
of the Bankruptcy  Code or as subject to the automatic stay provision of Section
362(a) of the Bankruptcy Code.

        Each Additional Balance with respect to a WG Trust 2000 Initial Mortgage
Loan or a WG Trust 2001 Initial  Mortgage  Loan,  as  applicable,  created on or
after the Cut-Off Date and prior to the  commencement of the Rapid  Amortization
Period will be deemed to have been  conveyed by GMACM to the Purchaser as of the
later of the  Closing  Date and the date  that the  corresponding  Draw was made
pursuant  to the  related  Loan  Agreement,  subject to the  receipt by GMACM of
consideration  therefor as provided  herein under clause (a) of Section 2.3. Any
Principal  Balance of a WG Initial Mortgage Loan represented by a Draw funded by
GMACM and made during the Rapid Amortization Period,  including interest thereon
and money  due or to become  due in  respect  thereof,  will not be deemed to be
transferred to the Purchaser,  and GMACM in such event shall retain ownership of
each Principal  Balance  represented by each such Draw and interest  thereon and
money due or to become due in respect thereof.

                                       5
<PAGE>

        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.

(d) 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 any  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 such
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,  (ii) its Cut-Off  Date  Principal  Balance or  Subsequent
Cut-Off Date  Principal  Balance and (iii) the  Sub-Group or Sub-Groups to which
such Mortgage  Loans relate.  Mortgage Loan Schedule -A, which forms part of the
Mortgage Loan Schedule,  shall be marked as Exhibit 1-A to this Agreement and is
hereby incorporated into and made a part of this Agreement.

(e) In  connection  with the  conveyance  by WG Trust  2000 of the WG Trust 2000
Initial Mortgage Loans and any Subsequent  Mortgage Loans, WG Trust 2000 further
agrees, at its own expense,  on or prior to the Closing Date with respect to the
Principal  Balances of the WG Trust 2000 Initial  Mortgage Loans and on or prior
to the related  Subsequent  Cut-Off Date in the case of any Subsequent  Mortgage
Loans sold by it, to indicate  in its books and  records  that the WG Trust 2000
Initial  Mortgage  Loans  have  been  sold  to the  Purchaser  pursuant  to this
Agreement,  and, in the case of such  Subsequent  Mortgage  Loans, to the Issuer
pursuant to the related Subsequent Transfer Agreement. GMACM, as Servicer of the
Mortgage  Loans sold by WG Trust 2000,  agrees to deliver to the Purchaser  true
and complete lists of all of the Mortgage Loans sold by WG Trust 2000 specifying
for each Mortgage Loan (i) its account  number,  (ii) its Cut-Off Date Principal
Balance and (iii) the  Sub-Group  or  Sub-Groups  to which such  Mortgage  Loans
relate.  Mortgage  Loan  Schedule  -B,  which  forms part of the  Mortgage  Loan
Schedule,  shall be  marked  as  Exhibit  1-B to this  Agreement  and is  hereby
incorporated into and made a part of this Agreement.

(f) In  connection  with the  conveyance  by WG Trust  2001 of the WG Trust 2001
Initial Mortgage Loans and any Subsequent  Mortgage Loans, WG Trust 2001 further
agrees, at its own expense,  on or prior to the Closing Date with respect to the
Principal  Balances of the WG Trust 2001 Initial  Mortgage Loans and on or prior
to the related  Subsequent  Cut-Off Date in the case of any Subsequent  Mortgage
Loans sold by it, to indicate  in its books and  records  that the WG Trust 2001
Initial  Mortgage  Loans  have  been  sold  to the  Purchaser  pursuant  to this
Agreement,  and, in the case of such  Subsequent  Mortgage  Loans, to the Issuer
pursuant to the related Subsequent Transfer Agreement. GMACM, as Servicer of the
Mortgage  Loans sold by WG Trust 2001,  agrees to deliver to the Purchaser  true
and complete lists of all of the Mortgage Loans sold by WG Trust 2001 specifying
for each Mortgage Loan (i) its account  number,  (ii) its Cut-Off Date Principal
Balance and (iii) the  Sub-Group  or  Sub-Groups  to which such  Mortgage  Loans
relate.  Mortgage  Loan  Schedule  -C,  which  forms part of the  Mortgage  Loan

                                       6
<PAGE>

Schedule,  shall be  marked  as  Exhibit  1-C to this  Agreement  and is  hereby
incorporated into and made a part of this Agreement.

(g) In connection with the conveyance by (i) GMACM of the GMACM Initial Mortgage
Loans and any Subsequent Mortgage Loans sold by it, (ii) WG Trust 2000 of the WG
Trust 2000 Initial Mortgage Loans and any Subsequent  Mortgage Loans sold by it,
and (ii) WG Trust  2001 of the WG Trust  2001  Initial  Mortgage  Loans  and any
Subsequent  Mortgage  Loans sold by it,  GMACM shall 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,  with respect to (i) below,  or
within 90 days of the Closing Date or the Subsequent  Transfer Date, as the case
may be, with  respect to (ii)  through (v) below,  the  following  documents  or
instruments with respect to each related Mortgage Loan of the related Seller:

(i) the original Loan Agreement  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, with respect to any Mortgage
Loan as to which  the  original  Loan  Agreement  has been  permanently  lost or
destroyed and has not been replaced, a Lost Note Affidavit;

(ii) the original Mortgage, noting the presence of the MIN of the Mortgage Loan,
if the Mortgage is registered  on the MERS(R)  System,  and language  indicating
that the Mortgage  Loan is a MOM Loan if the Mortgage  Loan is a MOM Loan,  with
evidence of recording  thereon,  or, if the  original  Mortgage has not yet been
returned  from the public  recording  office,  a copy of the  original  Mortgage
certified by GMACM that such Mortgage has been sent for  recording,  or a county
certified  copy of such  Mortgage in the event the  recording  office  keeps the
original or if the original is lost;

(iii) unless the Mortgage  Loan is registered  on the MERS(R)  System,  original
assignments  (which  may be  included  in one or  more  blanket  assignments  if
permitted by applicable  law) of the Mortgage in  recordable  form from GMACM to
"Bank One,  National  Association,  as  Indenture  Trustee  under  that  certain
Indenture  dated as of June 28, 2001, for GMACM Home Equity Loan Trust 2001-HE2,
Mortgage Loan-Backed Term Notes" c/o the Servicer at an address specified by the
Servicer;

(iv)  originals  of  any  intervening  assignments  of  the  Mortgage  from  the
originator  to GMACM (or to MERS,  if the  Mortgage  Loan is  registered  on the
MERS(R)  System,  and which  notes the  presence  of a MIN),  with  evidence  of
recording  thereon,  or, if the original of any such intervening  assignment has
not yet been returned from the public recording  office, a copy of such original
intervening  assignment  certified  by  GMACM  that  such  original  intervening
assignment has been sent for recording; and

(v) a true and correct copy of each assumption,  modification,  consolidation or
substitution agreement, if any, relating to such Mortgage Loan.

                                       7
<PAGE>

        Within the time period for the review of each Mortgage File set forth in
Section 2.2 of the  Custodial  Agreement,  if a material  defect in any Mortgage
File 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 any document required
to be delivered to the Custodian on behalf of the Indenture  Trustee  (provided,
that a Mortgage  File will not be deemed to  contain a defect for an  unrecorded
assignment  under clause (iv) above if GMACM has submitted  such  assignment for
recording  pursuant to the terms of the following  paragraph),  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 if such Mortgage Loan is in
Loan  Group  II, 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.

        In  instances  where an original  Mortgage or any  original  intervening
assignment of Mortgage was not, in  accordance  with clauses (ii) or (iv) above,
delivered by GMACM to the  Custodian  contemporaneously  with the  execution and
delivery of this  Agreement,  GMACM will  deliver or cause to be  delivered  the
originals or certified  copies of such documents to the Custodian  promptly upon
receipt thereof.

        Upon sale of the Initial  Mortgage  Loans,  the  ownership  of each Loan
Agreement,  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 of the Sellers,  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  documents  in  possession  of WG Trust
2000 or WG  Trust  2001 and  retained  and  maintained  in trust by GMACM as the
Servicer at the will of the Purchaser,  in such custodial  capacity only. In the
event that any  original  document  held by GMACM  hereunder  in its capacity as
Servicer  is  required  pursuant  to the terms of this  Section  to be part of a
Mortgage File, such document shall be delivered promptly to the Custodian.  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.

(h) 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 Initial 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,  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 Initial  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

                                       8
<PAGE>

such  documents,  including  without  limitation the filing of any  continuation
statements with respect to the UCC-1 financing  statements filed with respect to
the  Initial  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 Initial  Mortgage Loan and the
proceeds thereof. The Servicer shall file any such continuation  statements on a
timely basis.

(i) 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,
at any time that an Assignment  of Mortgage is required to be recorded  pursuant
to Section 3.16 of the Servicing Agreement,  the MERS(R) System to indicate that
such  Mortgage  Loan has 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
code "[IDENTIFY  INDENTURE  TRUSTEE  SPECIFIC CODE]" in the field "[IDENTIFY THE
FIELD NAME FOR INDENTURE  TRUSTEE]" which  identifies the Indenture  Trustee and
(b) the code "[IDENTIFY  SERIES SPECIFIC CODE NUMBER]" 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,  the  Custodial  Account  (to the  extent  permitted  by the  Servicing
Agreement) or the 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  such  Seller  on  such
Subsequent  Transfer  Date  (including  the  Subsequent  Cut-Off Date  Principal
Balance  then  existing  and  all  Additional   Balances  and  Excluded  Amounts
thereafter  arising  thereunder to and including the date immediately  preceding
the  commencement  of the Rapid  Amortization  Period);  provided  that Excluded
Amounts shall not be conveyed to the Issuer and shall be retained by GMACM, (ii)
all money due or to become due on such  Subsequent  Mortgage  Loan 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,  WG Trust 2000 or WG Trust
2001,  as the case may be,  hereby  grants to the  Issuer as of each  Subsequent
Transfer Date a security interest in all of its, as applicable, right, title and
interest in, to and under all accounts,  chattel  papers,  general  intangibles,
contract  rights,  certificates  of  deposit,  deposit  accounts,   instruments,

                                       9
<PAGE>

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 its
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 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.

        GMACM hereby designates $55,624,399.77 of the Original Pre-Funded Amount
for  Sub-Group  I(A),  $63,346,314.32  of the  Original  Pre-Funded  Amount  for
Sub-Group I(B),  $42,210,497.08 of the Original  Pre-Funded Amount for Sub-Group
II(A) and $102,842,181.18 of the Original Pre-Funded Amount for Sub-Group II(B).

        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  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 and any  payment  relating to any  Excluded  Amounts as provided in Section
2.5. No scheduled payments of principal due on Subsequent  Mortgage Loans before
the related  Subsequent Cut-Off Date and collected after such Subsequent Cut-Off
Date shall belong to the Issuer pursuant to the terms of this Agreement.

(b) Each of the Sellers 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 or during the Revolving Period, upon the release of
funds on deposit in the Custodial Account or the Funding Account,  respectively,
in accordance with the Servicing  Agreement,  only upon the satisfaction of each
of the following conditions on or prior to the related Subsequent Transfer Date:

                                       10
<PAGE>

(i) such  Seller or GMACM,  as  Servicer,  shall  have  provided  the  Indenture
Trustee,  the Rating  Agencies and the Enhancer  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,  the Sub-Group or Sub-Groups to which such  Subsequent
Mortgage Loans have been assigned, which shall be the Sub-Group or Sub-Groups to
which the money on deposit in the Pre-Funding  Account relates or from which the
Collections  used to pay the Purchase  Price of such Mortgage Loans were derived
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;

(v)     the Revolving Period shall not have terminated; and

(vi) 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.

        In addition,  GMACM shall have  delivered to the Issuer,  the  Indenture
Trustee  and the  Enhancer  an  Opinion  of  Counsel  with  respect  to  certain
bankruptcy matters relating to the transfers of Subsequent Mortgage Loans, which
Opinion of Counsel shall be  substantially in the form of the Opinion of Counsel
delivered to the Enhancer and the Rating  Agencies and the Indenture  Trustee on
the Closing Date regarding certain bankruptcy matters,  within 30 days after the
end  of  the  Pre-Funding  Period  relating  to all  Subsequent  Mortgage  Loans
transferred to the Trust during the Pre-Funding Period, and within 30 days after
the end of the  Revolving  Period,  relating to all  Subsequent  Mortgage  Loans
transferred  to the Trust during the  Revolving  Period,  other than  Subsequent
Mortgage Loans purchased from funds on deposit in the Pre-Funding Account.

                                       11
<PAGE>

        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 of the Sellers has selected such  Subsequent  Mortgage Loans in a manner
that it reasonably  believes is adverse to the interests of the  Noteholders  or
the Enhancer; (iii) GMACM will deliver to the Enhancer and the Indenture Trustee
certain  Opinions of Counsel  described in Section  2.2(b) and acceptable to the
Enhancer  and the  Indenture  Trustee  with  respect to the  conveyance  of such
Subsequent  Mortgage Loans; and (iv) 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 be no later  than 360
months;  (G) such  Subsequent  Mortgage  Loan  shall not  provide  for  negative
amortization;  and (H) 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, a weighted  average  remaining term to maturity
and a weighted average CLTV at origination,  as of each Subsequent Cut-Off Date,
that does not vary materially from the Initial Mortgage Loans included initially
in the  Trust  Estate,  and the  percentage  of  Mortgage  Loans  (by  aggregate
principal  balance)  that are secured by second  liens on the related  Mortgaged
Properties  shall be no greater than the percentage of Initial  Mortgage  Loans.
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. Upon the end of the
Revolving  Period,  the Enhancer may increase the  Overcollateralization  Amount
pursuant to Section 2.2(d) herein.

(c) Within five Business Days after each Subsequent  Transfer Date,  GMACM shall
deliver to the Rating Agencies, the Indenture Trustee and the Enhancer a copy of
the a  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.

                                       12
<PAGE>

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
$731,162,138.19 in immediately  available funds,  together with the Certificates
and the  Variable  Funding  Notes,  in respect  of the  Cut-Off  Date  Principal
Balances  thereof.  The Purchase  Price for the WG Trust 2000  Initial  Mortgage
Loans to be paid by the  Purchaser to WG Trust 2000 on the Closing Date shall be
an amount equal to $87,395,170.59 in immediately  available funds, in respect of
the Cut-Off Date Principal Balances thereof. The Purchase Price for the WG Trust
2001 Initial  Mortgage Loans to be paid by the Purchaser to WG Trust 2001 on the
Closing  Date  shall  be an  amount  equal  to  $245,369,449.13  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). In the case of
each Additional  Balance  transferred  hereunder created on or after the Cut-Off
Date (or the Subsequent Cut-Off Date in the case of a Subsequent  Mortgage Loan)
and prior to the  commencement of the Rapid  Amortization  Period,  the Purchase
Price  thereof  shall be the  principal  amount of the  related  Draw  under the
related  Loan  Agreement  on the  later  of the  Closing  Date  (or the  related
Subsequent Transfer Date in the case of a Subsequent Mortgage Loan) and the date
of the creation of such Additional Balance.

(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.

(c) In  consideration of the sale of the WG Trust 2000 Initial Mortgage Loans by
WG Trust 2000 to the Purchaser on the Closing Date,  the Purchaser  shall pay to
WG Trust 2000 on the  Closing  Date by wire  transfer of  immediately  available
funds to a bank account  designated by WG Trust 2000, the amount specified above
in paragraph (a) for the WG Trust 2000 Initial  Mortgage Loans;  provided,  that
such  payment may be on a net  funding  basis if agreed by WG Trust 2000 and the
Purchaser.  In consideration  of the sale of any Subsequent  Mortgage Loan by WG
Trust 2000 to the Issuer, the Issuer shall pay to WG Trust 2000 by wire transfer
of immediately  available  funds to a bank account  designated by WG Trust 2000,
the amount specified above in paragraph (a) for each Subsequent Mortgage Loan.

                                       13
<PAGE>

(d) In  consideration of the sale of the WG Trust 2001 Initial Mortgage Loans by
WG Trust 2001 to the Purchaser on the Closing Date,  the Purchaser  shall pay to
WG Trust 2001 on the  Closing  Date by wire  transfer of  immediately  available
funds to a bank account  designated by WG Trust 2001, the amount specified above
in paragraph (a) for the WG Trust 2001 Initial  Mortgage Loans;  provided,  that
such  payment may be on a net  funding  basis if agreed by WG Trust 2001 and the
Purchaser.  In consideration  of the sale of any Subsequent  Mortgage Loan by WG
Trust 2001 to the Issuer, the Issuer shall pay to WG Trust 2001 by wire transfer
of immediately  available  funds to a bank account  designated by WG Trust 2001,
the amount specified above in paragraph (a) for each Subsequent Mortgage Loan.

(e) With respect to each Additional Balance  transferred  hereunder with respect
to any Initial Mortgage Loan or Subsequent Mortgage Loan, the Issuer as assignee
of the  Purchaser  shall  pay or cause to be paid to GMACM or its  designee  the
Purchase  Price  specified  above  for  such  Additional  Balance  in one of the
following ways, as applicable: (i) a cash payment pursuant to Section 3.03(b) of
the  Servicing  Agreement  and Section  2.3(a)  hereof in an amount equal to the
related Draw, if then available from  Principal  Collections  during the related
Collection Period on the Mortgage Loans, or from funds on deposit in the Funding
Account  or the  Pre-Funding  Account,  and (ii) to the extent  aggregate  Draws
exceed  Principal  Collections  and the amount on deposit in the Funding Account
and the  Pre-Funding  Account  for such  Collection  Period,  an increase in the
Variable  Funding Balance of the Variable  Funding Notes of the related Class or
an issuance of new Variable Funding Notes, as of the Payment Date  corresponding
to the Collection Period in which such Additional  Balances were created,  equal
to the amount of such excess.

Section 2.4  Variable  Funding  Notes on or after the Closing  Date.  Subject to
Section 4.01(d) of the Indenture, if at any time, GMACM or an Affiliate of GMACM
holds Variable  Funding Notes that have reached their Maximum  Variable  Funding
Balance,  and to the extent that the same are exchanged for Capped Funding Notes
in accordance with Section 4.01(d) of the Indenture, GMACM may cause such Capped
Funding Notes to be resold in a private offering pursuant to a private placement
memorandum.  Any  such  private  placement  memorandum  shall  not  include  any
information with respect to the Enhancer, except for information approved by the
Enhancer for use therein.

Section  2.5  Draws  During  Rapid   Amortization   Period.   During  the  Rapid
Amortization  Period,  any Draws made on the HELOCs (each, an "Excluded Amount")
shall not be  Additional  Balances,  and the  ownership of the related  balances
shall be retained by GMACM.  On any Payment  Date during the Rapid  Amortization
Period,  with  respect to the related  Collection  Period,  all  Collections  in
respect  of each HELOC  shall be  allocated  pro rata as between  the Issuer and
GMACM,  based on the  relative  proportions  of the  Principal  Balance  and the
Excluded  Amount  thereof,  respectively,  as of the end of the  calendar  month
immediately  prior to such  Collection  Period.  During  the Rapid  Amortization
Period,  any losses incurred with respect to a HELOC shall be allocated pro rata
between the Issuer and GMACM,  based on the  Principal  Balance and the Excluded
Amount  thereof,  respectively,  as of the date of  liquidation  of such  HELOC.
Notwithstanding  any  other  provision  hereof  or of the  Servicing  Agreement,

                                       14
<PAGE>

payments and collections  allocable to an Excluded Amount shall not be deposited
into the  Custodial  Account,  the  Distribution  Account  or the  Note  Payment
Account,  and shall be distributed  by the Servicer to GMACM no less  frequently
than monthly in accordance with reasonable instructions provided by the Seller.

                                       15
<PAGE>

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES;
                             REMEDIES FOR BREACH

Section 3.1 GMACM Representations and Warranties.  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):

(a)     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)    Reserved;

(vii) 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

                                       16
<PAGE>

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;

(viii)  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 now existing and
all Additional  Balances thereafter arising to and including the day immediately
preceding the Rapid  Amortization  Period,  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 the Cut-Off Date  Principal
Balances  existing on the related  Subsequent  Cut-Off Date and  thereafter  all
Additional  Balances arising to and including the day immediately  preceding the
Rapid Amortization Period, 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 GMACM, and upon payment for the Additional Balances
with respect to any of the Mortgage Loans,  will constitute a valid transfer and
assignment  to the  Purchaser  (or the  Issuer  in the  case  of any  Additional
Balances relating to Subsequent Mortgage Loans) of all right, title and interest
of GMACM in and to the Additional Balances, all monies due or to become due with
respect  thereto,  and all  proceeds of such  Additional  Balances and all other
property  specified  in the  definition  of "Trust"  relating to the  Additional
Balances; and

(ix) 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) As to each Initial Mortgage Loan (except as otherwise specified below) as of
the Closing  Date,  or with respect to each  Subsequent  Mortgage Loan as of the
related Subsequent Transfer Date (except as otherwise specified below):

(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 2000  Initial  Mortgage  Loans or, as
applicable,  any Subsequent Mortgage Loans sold by WG Trust 2000 and each of the
WG Trust 2001 Initial Mortgage Loans or, as applicable,  any Subsequent Mortgage
Loans sold by WG Trust 2001, as of each respective  Prior Transfer Date: (A) the
related Loan Agreement and the Mortgage had not been assigned or pledged, except
for any  assignment  or  pledge  that  had  been  satisfied  and  released,  (B)

                                       17
<PAGE>

immediately  prior to the  assignment  of such  Mortgage  Loans to Walnut Grove,
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 Walnut  Grove 2000
Purchase Agreement or the Walnut Grove 2001 Purchase Agreement, as applicable;

(iii) With respect to 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 Loan  Agreement  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 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 Loan Agreement 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 sold by GMACM,  the related Mortgage File contains or
will  contain,  in  accordance  with Section  2.1(e),  each of the documents and
instruments specified to be included therein;

                                       18
<PAGE>

(x) To the best of the GMACM's  knowledge,  the related Loan  Agreement  and the
related Mortgage at the time it was made complied in all material  respects with
applicable local, state and federal 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, (a) no more than approximately  26.09% and 22.44%
of the Initial  HELOCs in Loan Group I, by Cut-Off Date Principal  Balance,  are
secured  by   Mortgaged   Properties   located  in  Michigan   and   California,
respectively,  (b) no more than  approximately  30.01% and 7.47% of the  Initial
HELs in Loan  Group  I, by  Cut-Off  Date  Principal  Balance,  are  secured  by
Mortgaged  Properties  located in California  and New York, and (c) no more than
approximately  37.02% and 6.88% of the Initial HELs in Loan Group II, by Cut-Off
Date  Principal  Balance,   are  secured  by  Mortgaged  Properties  located  in
California and Massachusetts.  No more than  approximately  6.10% of the Initial
HELOCs  in  Loan  Group  I,  6.53%  of the  Initial  HELs  in  Loan  Group I and
approximately  6.10% of the  Initial  HELs in Loan  Group  II, by  Cut-Off  Date
Principal Balance,  are secured by Mortgaged  Properties located in planned unit
developments;

(xiv)  As  of  the  Cut-Off  Date  or  Subsequent  Cut-Off  Date,  the  Combined
Loan-to-Value  Ratio for each Mortgage Loan in Loan Group I was not in excess of
100.00% and the  Combined  Loan-to-Value  Ratio for each  Mortgage  Loan in Loan
Group II was not in excess of 76.29%;

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

(xvi) As of the  Cut-Off  Date,  no more than  approximately  70% of the Initial
Mortgage  Loans,  by Cut-Off Date  Principal  Balance,  are secured by Mortgaged
Properties  which  may  have  been  appraised  using  the  statistical  property
evaluation method of Solimar.net;

(xvii) The minimum monthly payment with respect to any Mortgage Loan is not less
than the  interest  accrued at the  applicable  Loan Rate on the  average  daily
Principal  Balance during the interest period relating to the date on which such
minimum monthly payment is due;

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

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

                                       19
<PAGE>

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

(xxi) Each of the HELOCs has a  substantially  similar  definition  of the prime
rate as the Index applicable to the related Loan Rate;

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

(xxiii) No  Initial  HELOC has an  original  term to  maturity  in excess of 300
months.  Interest  rate  adjustments  for HELOCs  prior to the  Cut-Off  Date or
Subsequent  Cut-Off Date were made in compliance  with the related  Mortgage and
Loan  Agreement.  Over the term of any  HELOC,  the Loan Rate may not exceed the
related Maximum Loan Rate, if any;

(xxiv) As of the Cut-Off Date,  the Initial  HELOCs in Loan Group I have Maximum
Loan Rates which range between 11.99% and 19.25%.  The current Gross Margins for
the  Initial  HELOCs in Loan  Group I range  between  0.00% and  5.13%,  and the
weighted  average  Gross  Margin  for the  Initial  HELOCs  in  Loan  Group I is
approximately  1.225% as of the Cut-Off Date.  As of the Cut-Off Date,  the Loan
Rates on the (a)  Initial  HELOCs  in Loan  Group I range  between  7.000%  (not
including teaser rates) and 12.125%,  (b) the Initial HELs in Loan Group I range
between 5.990% and 13.625%,  (c) the Initial HELs in Loan Group II range between
5.990% and 14.990%,  (d) the weighted  average  Loan Rate is  approximately  (i)
8.225% (not including teaser rates) for the Initial HELOCs in Loan Group I, (ii)
8.913% for the Initial  HELs in Loan Group I, and (iii)  8.8981% for the Initial
HELs in Loan Group II. The weighted average remaining term to scheduled maturity
of the Initial  Mortgage Loans on a contractual  basis as of the Cut-Off Date is
approximately  166 months for the Initial HELOCs in Loan Group I, 217 months for
the  Initial  HELs in Loan Group I and 220 months for the  Initial  HELs in Loan
Group II;

(xxv) (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,  planned unit  development  unit;  townhouse  (B)
(1)With respect to the Initial HELOCs in Loan Group I, (a) approximately  12.90%
(by Cut-Off Date  Principal  Balance) are secured by real  property  improved by
individual  condominium units and planned  development  units, (b) approximately
86.24% (by Cut-Off Date  Principal  Balance) are secured by real property with a
single family residence  erected thereon,  (c)  approximately  0.84% (by Cut-Off
Date Principal  Balance) are secured by real property with a two- to four-family
residence erected thereon and (d) 0.01% are secured by real property improved by
manufactured  housing, (2) With respect to the Initial HELs in Loan Group I, (a)
approximately  16.78% (by Cut-Off  Date  Principal  Balance) are secured by real
property improved by individual condominium units and planned development units,
(b) approximately 81.59% (by Cut-Off Date Principal Balance) are secured by real
property with a single family residence erected thereon, (c) approximately 1.63%
(by Cut-Off Date Principal  Balance) are secured by real property with a two- to
four-family  residence erected thereon and (d) none are secured by real property
improved by  manufactured  housing and (3) With  respect to the Initial  HELs in
Loan Group II, (a) approximately 10.839% (by Cut-Off Date Principal Balance) are
secured by real property  improved by individual  condominium  units and planned
development units, (b) approximately  87.88% (by Cut-Off Date Principal Balance)

                                       20
<PAGE>

are secured by real property with a single family residence erected thereon, (c)
approximately  1.24% (by Cut-Off  Date  Principal  Balance)  are secured by real
property with a two- to four-family residence erected thereon, (d) approximately
0.04% (by Cut-Off Date  Principal  Balance)  are secured by a townhouse  erected
thereon  and (e) none are  secured by real  property  improved  by  manufactured
housing;

(xxvi) As of the Cut-Off Date,  (A) the Credit  Limits on the Initial  HELOCs in
Loan Group I range  between  approximately  $8,200.00  and  $852,000.00  with an
average of $53,754.30,  and (B) no Initial Mortgage Loan had a principal balance
in excess of $750,552.49;

(xxvii) No more than approximately  92.23% of the Initial Mortgage Loans in Loan
Group I, by aggregate  Principal  Balance as of the Cut-Off Date, are secured by
second liens and no more than 93.17% of the Initial Mortgage Loans in Loan Group
II, by aggregate Principal Balance as of the Cut-Off Date, are secured by second
liens;

(xxviii) A policy of hazard  insurance and flood insurance,  if applicable,  was
required  from the  Mortgagor  for the Mortgage  Loan when the Mortgage Loan was
originated;

(xxix)  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 Loan Agreement 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  Loan  Agreement  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;

(xxx) 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,  by any  other  person,  in whole  or in part  from  its  obligations  in
connection therewith;

(xxxi) 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;

(xxxii)  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;

(xxxiii) No proceeds  from any  Mortgage  Loan in Sub-Group  I(A) and  Sub-Group
II(A) were used to finance single-premium credit insurance policies;

(xxxiv) No Mortgage Loan in Sub-Group  I(A) and Sub-Group  II(A)  provides for a
prepayment  premium for a period in excess of five years  after the  origination
date;

                                       21
<PAGE>

(xxxv) None of the  Mortgage  Loans are "high cost  loans",  subject to the Home
Ownership and Equity Protection Act of 1994;

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

(xxxvii) GMACM used no selection  procedures  that identified the 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 and
adjustable rate mortgage loans that were originated  under the GMACM Home Equity
Program.

               With  respect to this  Section  3.1(b),  representations  made by
GMACM with respect to the WG Trust 2000 Initial  Mortgage Loans and the WG Trust
2001 Initial  Mortgage Loans, as applicable,  made as of the Cut-Off Date or the
Closing Date or with respect to the  Subsequent  Mortgage Loans sold by WG Trust
2000 or WG Trust 2001, as applicable, 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 2000 Initial Mortgage
Loans, the WG Trust 2001 Initial Mortgage Loans or the Subsequent Mortgage Loans
sold by either WG Trust 2000 or WG Trust 2001, as applicable, and made as of any
other date, are made by GMACM in its capacity as Seller.

(c) WG Trust 2000  Representations and Warranties.  WG Trust 2000 represents and
warrants  to the  Purchaser,  as of the Closing  Date and as of each  Subsequent
Transfer Date:

               (i)    As to WG Trust 2000:

(i) WG Trust 2000 is a Delaware business trust duly organized,  validly existing
and in good standing under the laws of the State of Delaware;

(ii) WG Trust 2000 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 2000 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 2000 and its  performance and compliance with the terms of
this Agreement and each such Subsequent  Transfer  Agreement will not violate WG
Trust 2000's  organizational  documents or constitute a material  default (or an

                                       22
<PAGE>

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 2000 is a party or which may be
applicable to WG Trust 2000 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 2000 threatened,  against WG Trust 2000
or with respect to this Agreement or any Subsequent  Transfer  Agreement that in
the  opinion of WG Trust 2000 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  2000,
enforceable  against  WG Trust  2000 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 2000 in and to the WG
Trust 2000 Initial Mortgage Loans, including the Cut-Off Date Principal Balances
with  respect  to the WG Trust  2000  Initial  Mortgage  Loans,  all  Additional
Balances  thereafter  arising,  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 2000 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 2000
in and to the related  Subsequent  Mortgage  Loans,  including  the Cut-Off Date
Principal  Balances  existing on the  related  Subsequent  Cut-Off  Date and all
Additional  Balances  thereafter  arising,  all monies due or to become due with
respect  thereto,  and all  proceeds  thereof 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 2000; and

(viii) WG Trust  2000 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 2000 or its properties or might have  consequences  that would  materially
adversely affect its performance hereunder.

               (ii)   As to the WG Trust 2000 Initial Mortgage Loans:

(i) With respect to the WG Trust 2000 Initial  Mortgage Loans or, as applicable,
any  Subsequent  Mortgage  Loans sold by WG Trust  2000:  (A) The  related  Loan
Agreement  and the Mortgage  have not been  assigned or pledged,  except for any
assignment or pledge that has been satisfied and released, (B) immediately prior

                                       23
<PAGE>

to the  assignment  of the Mortgage  Loans to the Purchaser (or to the Issuer in
the case of Subsequent  Mortgage Loans sold by Walnut Grove 2000), WG Trust 2000
had good title thereto and (C) WG Trust 2000 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  2000  Initial  Mortgage  Loan  or,  as  applicable,  any
Subsequent  Mortgage  Loans sold by WG Trust  2000,  the related  Mortgage  File
contains  or will  contain,  in  accordance  with  Section  2.1(e),  each of the
documents and instruments specified to be included therein;

(iii) WG Trust 2000 has not transferred the WG Trust 2000 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 2000 in
connection with the WG Trust 2000 Initial  Mortgage Loans,  and no Mortgagor has
been released by WG Trust 2000,  in whole or in part,  from its  obligations  in
connection therewith.

(d) WG Trust 2001  Representations and Warranties.  WG Trust 2001 represents and
warrants  to the  Purchaser,  as of the Closing  Date and as of each  Subsequent
Transfer Date:

               (i)    As to WG Trust 2001:

(i) WG Trust 2001 is a Delaware business trust duly organized,  validly existing
and in good standing under the laws of the State of Delaware;

(ii) WG Trust 2001 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 2001 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 2001 and its  performance and compliance with the terms of
this Agreement and each such Subsequent  Transfer  Agreement will not violate WG
Trust 2001'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,

                                       24
<PAGE>

agreement or other  instrument to which WG Trust 2001 is a party or which may be
applicable to WG Trust 2001 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 2001 threatened,  against WG Trust 2001
or with respect to this Agreement or any Subsequent  Transfer  Agreement that in
the  opinion of WG Trust 2001 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  2001,
enforceable  against  WG Trust  2001 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 2001 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  Additional  Balances
thereafter  arising,  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 2001 in
and to the  related  Subsequent  Mortgage  Loans,  including  the  Cut-Off  Date
Principal  Balances  existing on the  related  Subsequent  Cut-Off  Date and all
Additional  Balances  thereafter  arising,  all monies due or to become due with
respect  thereto,  and all  proceeds  thereof 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 2001; and

(viii) WG Trust  2001 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 2001 or its properties or might have  consequences  that would  materially
adversely affect its performance hereunder.

               (ii)   As to the WG Trust 2001 Initial Mortgage Loans:

(i) With respect to the WG Trust 2001 Initial  Mortgage Loans or, as applicable,
any  Subsequent  Mortgage  Loans sold by WG Trust  2001:  (A) The  related  Loan
Agreement  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 the Mortgage  Loans to the Purchaser (or to the Issuer in
the case of the Subsequent  Mortgage Loans sold by WG Trust 2001), WG Trust 2001

                                       25
<PAGE>

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  2001  Initial  Mortgage  Loan  or,  as  applicable,  any
Subsequent  Mortgage  Loans sold by WG Trust  2001,  the related  Mortgage  File
contains  or will  contain,  in  accordance  with  Section  2.1(e),  each of the
documents and instruments specified to be included therein;

(iii) WG Trust 2001 has not transferred the WG Trust 2001 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 2001 in
connection with the WG Trust 2001 Initial  Mortgage Loans,  and no Mortgagor has
been released by WG Trust 2001,  in whole or in part,  from its  obligations  in
connection therewith.

(e) Upon  discovery  by any of the  Sellers  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),  (c)(i),  or (d)(i) above that
materially  and adversely  affects the interests of the  Securityholders  or the
Enhancer, as applicable,  in any Mortgage Loan, GMACM, WG Trust 2000 or WG Trust
2001, 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 any of the  Sellers 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), (c)(ii) or (d)(ii) 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 a Mortgage  Loan in
Loan Group II 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 Enhancer,  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

                                       26
<PAGE>

Substitute  Loans for such Mortgage Loan, in each case in the manner and subject
to the conditions set forth below, provided that with respect to a Mortgage Loan
in Loan  Group II, the Seller or GMACM  shall have the option to  substitute  an
Eligible  Substitute Loan or Loans for such Mortgage Loan in Loan Group II, 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.

        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 any of the Sellers  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  Loan  Agreement and all
other documents and agreements as are required by Section 2.1(e),  with the Loan
Agreement  endorsed as required by Section 2.1(e).  No substitution will be made
in any  calendar  month after the  Determination  Date for such  month.  Minimum
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 at least equal to the applicable  Minimum
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 Minimum  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), (xiv), (xxiv), (xxv) and (xxvii) thereof); if the Seller is
WG Trust  2000,  WG Trust 2000 shall be deemed to have made the  representations
and  warranties set forth in Section  3.1(c)(ii);  and if the Seller is WG Trust
2001,  WG Trust  2001  shall be  deemed  to have  made the  representations  and
warranties  set forth in Section  3.1(d)(ii);  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

                                       27
<PAGE>

application of the principal  portion of the Minimum 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 release to such Seller or GMACM,  as the case may
be,  the  related  Mortgage  File for the  Mortgage  Loan being  repurchased  or
substituted for and 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 and GMACM
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 and GMACM.

        It is understood and agreed that the  representations and warranties set
forth in this  Section 3.1 shall  survive  delivery of the  respective  Mortgage
Files 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,  except with
respect to any Excluded Amount. 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 any of the  Sellers  shall
currently  be  contesting  the  validity  thereof in good  faith by  appropriate
Proceedings.

                                       28
<PAGE>

ARTICLE V

                                    SERVICING

Section 5.1  Servicing.  GMACM shall service the Mortgage  Loans pursuant to the
terms and conditions of the Servicing  Agreement and the Program Guide and shall
service the  Mortgage  Loans  directly or through one or more  sub-servicers  in
accordance therewith.

                                   ARTICLE VI

                         INDEMNIFICATION BY THE SELLERS
                       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,  WG Trust 2000 or WG Trust 2001
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,  GMACM,  WG Trust 2000 and WG Trust 2001 shall not be
under any liability to the Issuer,  the Owner Trustee,  the Indenture Trustee or
the  Securityholders.  GMACM,  WG Trust  2000,  WG Trust 2001 and any  director,
officer,  employee or agent of GMACM, WG Trust 2000 or WG Trust 2001 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,  the Indenture Trustee and the Enhancer 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.

                                       29
<PAGE>

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 the GMACM:

                          GMAC Mortgage Corporation
                          100 Witmer Road
                          Horsham, Pennsylvania  10944
                          Attention: Barry Bier, Senior Vice President
                          Re: GMACM Home Equity Loan Trust 2001-HE2;

(ii)    if to WG Trust 2000:

                       Walnut Grove Home Equity Loan Trust
                              2000-A
                          c/o Wilmington Trust Company
                          1100 North Market Street
                          Wilmington, Delaware 19890
                          Attention: Walnut Grove Home Equity Loan
                                Trust 2000-A
                          Re:GMACM Home Equity Loan Trust 2001-HE2;

(iii)   if to WG Trust 2001:

                          Walnut Grove Mortgage Loan Trust
                              2001-A
                          c/o Wilmington Trust Company
                          1100 North Market Street
                          Wilmington, Delaware 19890
                          Attention: Walnut Grove Mortgage Loan
                             Trust 2001-A
                          Re: GMACM Home Equity Loan Trust 2001-HE2

(iv)    if to the Purchaser:

                          Residential Asset Mortgage Products, Inc.
                          8400 Normandale Lake Boulevard
                          Minneapolis, Minnesota 55437
                          Attention:President
                          Re: GMACM Home Equity Loan Trust 2001-HE2;

(v)     if to the Indenture Trustee:

                          Bank One, National Association
                          1 Bank One Plaza, Suite IL1-0126
                          Chicago, Illinois 60670-0126
                          Attention:  GMACM Home Equity Loan Trust 2001-HE2;

                                       30
<PAGE>

(vi)    if to the Issuer:

                          c/o Wilmington Trust Company, as Owner Trustee
                          Rodney Square North
                          1100 North Market Street
                          Wilmington, Delaware 19890-0001
                          Telecopier:  212-312-3215
                          Re:  GMACM Home Equity Loan Trust 2001-HE2; or

(vii)   if to the Enhancer:

                          Financial Guaranty Insurance Company
                          115 Broadway
                          New York, New York 10006
                          Attention:Research and Risk Management
                          Telecopier:  212-312-3215
                          Re:  GMACM Home Equity Loan Trust 2001-HE2;

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 the 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

                                       31
<PAGE>

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's  sole
discretion  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 (i) the  Purchaser is acquiring  the Initial  Mortgage
Loans for the purpose of  contributing  them to the GMACM Home Equity Loan Trust
2001-HE2 and (ii) the Issuer is acquiring the Subsequent  Mortgage Loans for the
purpose of pledging the Subsequent  Mortgage Loans to the Indenture  Trustee for
the benefit of the Noteholders and the Enhancer.

(b) As an  inducement  to the  Purchaser  and the Issuer to purchase the Initial
Mortgage Loans and to the Issuer to purchase any Subsequent 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 each Seller  pursuant to this
Agreement   insofar  as  such  rights  relate  to  the  Initial  Mortgage  Loans
transferred  to the Issuer and to the  enforcement  or  exercise of any right or
remedy against any of the Sellers pursuant to this Agreement by the Issuer, (ii)
the  enforcement  or exercise of any right or remedy  against any of the Sellers
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 any of
the Sellers following an Event of Default under the Indenture.  Such enforcement
of a right or remedy by the  Issuer,  the Owner  Trustee,  the  Enhancer  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
Initial  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 party hereto.


                                       32
<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:
                                     Title:



                                 GMAC MORTGAGE CORPORATION,
                                    as Seller and Servicer



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



                                 WALNUT GROVE HOME EQUITY LOAN TRUST 2000-A, as
                          Seller

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



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




                                       33
<PAGE>






                          WALNUT GROVE MORTGAGE LOAN
                          TRUST 2001-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 2001-HE2, as Issuer

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



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



                         BANK ONE, NATIONAL ASSOCIATION, as Indenture
                             Trustee


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


                                       34
<PAGE>
                                  EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE







<PAGE>







                                    EXHIBIT 2

                      FORM OF SUBSEQUENT TRANSFER AGREEMENT

        Pursuant to this Subsequent  Transfer  Agreement No. (the  "Agreement"),
dated as of , , between  [_________],  as seller (the "Seller"),  and GMACM Home
Equity  Loan Trust  2001-HE2,  as issuer  (the  "Issuer"),  and  pursuant to the
mortgage loan purchase  agreement  dated as of June 28, 2001 (the "Mortgage Loan
Purchase Agreement"), among GMAC Mortgage Corporation, as a seller and servicer,
Walnut Grove Home Equity Loan Trust 2000-A,  as a seller,  Walnut Grove Mortgage
Loan Trust 2001-A, as a Seller,  Residential Asset Mortgage  Products,  Inc., as
purchaser (the "Purchaser"),  the Issuer and Bank One, National Association,  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 June 28, 2001,
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 (including the Subsequent  Cut-Off Date Principal
Balance now  existing  and all  Additional  Balances  thereafter  arising to and
including  the  date  immediately   preceding  the  commencement  of  the  Rapid
Amortization  Period),  all principal received and interest thereon on and after
the  Subsequent  Cut-Off  Date,  all monies due or to become due thereon 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,  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


<PAGE>

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 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 Majority Noteholders or the Enhancer, 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 the Enhancer or is
necessary for the administration or servicing of the Subsequent Mortgage Loans.

<PAGE>

        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.


                            [--------------------------------],
                               as Seller



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


                            GMACM HOME EQUITY LOAN TRUST 2001-HE2, as Issuer

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



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


                            GMAC MORTGAGE CORPORATION,
                               as Servicer



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



<PAGE>



                                   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 2001-HE2

                    ATTACHMENT A TO FORM OF SUBSEQUENT TRANSFER AGREEMENT

                                      ------------, ----


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:
      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.   California 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:



<PAGE>






                                    EXHIBIT 3

                             FORM OF ADDITION NOTICE



DATE:

Bank One, National Association                   Moody's Investors Service, Inc.
1 Bank One Plaza, Suite IL1-0126                  99 Church Street
Chicago, Illinois 60670-0126                      New York, New York 10007


Financial Guaranty Insurance Company              Fitch, Inc.
115 Broadway                                      One State Street Plaza
New York, New York 10006                          New York, New York 10004
Attention:     Research and Risk Management
Re: GMACM Home Equity Loan Trust 2001-HE2

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



                    Re: GMACM Home Equity Loan Trust 2001-HE2

Ladies and Gentlemen:

        Pursuant to Section 2.2 of the mortgage loan purchase agreement dated as
of June 28, 2001 (the "Purchase Agreement"), among GMAC Mortgage Corporation, as
a Seller and Servicer,  Walnut Grove Home Equity Loan Trust 2000-A, as a Seller,
Walnut Grove Mortgage Loan Trust 2001-A, as a Seller, Residential Asset Mortgage
Products,  Inc., as Purchaser,  GMACM Home Equity Loan Trust 2001-HE2, as Issuer
and Bank One,  National  Association,  as  Indenture  Trustee,  [_________]  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 June 28, 2001,
between the Issuer and the Indenture Trustee.

<PAGE>

        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,


                                            [----------------------------],
                                               as Seller



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


ACKNOWLEDGED AND AGREED:

BANK ONE, NATIONAL ASSOCIATION,
    as Indenture Trustee



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

<PAGE>

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                                            PAGE




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

        Section 1.1 Definitions.............................................................2

        Section 1.2 Other Definitional Provisions...........................................2

ARTICLE II        SALE OF MORTGAGE LOANS AND RELATED PROVISIONS.............................3

        Section 2.1 Sale of Initial Mortgage Loans..........................................3

        Section 2.2 Sale of Subsequent Mortgage Loans.......................................8

        Section 2.3 Payment of Purchase Price..............................................11

        Section 2.4 Variable Funding Notes on or after the Closing Date....................13

        Section 2.5 Draws During Rapid Amortization Period.................................13

ARTICLE III       REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH......................14

        Section 3.1 GMACM Representations and Warranties...................................14

ARTICLE IV        SELLERS' COVENANTS.......................................................25

        Section 4.1 Covenants of the Sellers...............................................25

ARTICLE V         SERVICING................................................................26

        Section 5.1 Servicing..............................................................26

ARTICLE VI        INDEMNIFICATION BY THE SELLERS WITH RESPECT TO THE MORTGAGE LOANS........26

        Section 6.1 Limitation on Liability of the Sellers.................................26

ARTICLE VII       TERMINATION..............................................................26

        Section 7.1 Termination............................................................26

ARTICLE VIII      MISCELLANEOUS PROVISIONS.................................................26

        Section 8.1 Amendment..............................................................26

        Section 8.2 GOVERNING LAW..........................................................26

        Section 8.3 Notices................................................................27

        Section 8.4 Severability of Provisions.............................................28

        Section 8.5 Relationship of Parties................................................28

        Section 8.6 Counterparts...........................................................28

        Section 8.7 Further Agreements.....................................................28

        Section 8.8 Intention of the Parties...............................................28

        Section 8.9 Successors and Assigns; Assignment of this Agreement...................29

        Section 8.10 Survival..............................................................29

<PAGE>


        Section 8.11 Third Party Beneficiary...............................................29

EXHIBIT 1  MORTGAGE LOAN SCHEDULE...........................................................0

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

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

</TABLE>


<PAGE>

</TEXT>
</DOCUMENT>
