RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,

                                  as Purchaser,

                           GMAC MORTGAGE CORPORATION,

                             as Seller and Servicer,

                    WALNUT GROVE MORTGAGE LOAN TRUST 2001-A,

                                   as Seller,

                     GMACM HOME EQUITY LOAN TRUST 2002-HE4,

                                   as Issuer,

                                       and

                        WELLS FARGO BANK MINNESOTA, N.A.,

                              as Indenture Trustee

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

                        MORTGAGE LOAN PURCHASE AGREEMENT

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

                          Dated as of October 30, 2002



<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 Mortgage Loans............................................3

        Section 2.2       Payment of Purchase Price.........................................5

ARTICLE III       REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH.......................6

        Section 3.1       Representations and Warranties....................................6

ARTICLE IV        SELLERS' COVENANTS.......................................................15

        Section 4.1       Covenants of the Sellers.........................................15

ARTICLE V         SERVICING................................................................15

        Section 5.1       Servicing........................................................15

ARTICLE VI        LIMITATION ON LIABILITY OF THE SELLERS...................................15

        Section 6.1       Limitation on Liability of the Sellers...........................15

ARTICLE VII       TERMINATION..............................................................15

        Section 7.1       Termination......................................................15

ARTICLE VIII      MISCELLANEOUS PROVISIONS.................................................16

        Section 8.1       Amendment........................................................16

        Section 8.2       GOVERNING LAW....................................................16

        Section 8.3       Notices..........................................................16

        Section 8.4       Severability of Provisions.......................................17

        Section 8.5       Relationship of Parties..........................................17

        Section 8.6       Counterparts.....................................................17

        Section 8.7       Further Agreements...............................................17

        Section 8.8       Intention of the Parties.........................................17

        Section 8.9       Successors and Assigns; Assignment of this Agreement.............18

        Section 8.10      Survival.........................................................18

        Section 8.11      Third Party Beneficiary..........................................18

                                        i
</TABLE>

<PAGE>


        This Mortgage Loan Purchase  Agreement  (the  "Agreement"),  dated as of
October 30, 2002, is made among GMAC Mortgage  Corporation,  as seller ("GMACM")
and as servicer (in such capacity,  the "Servicer"),  Walnut Grove Mortgage Loan
Trust 2001-A,  as seller ("WG Trust" and,  together with GMACM,  each a "Seller"
and collectively, the "Sellers"),  Residential Asset Mortgage Products, Inc., as
purchaser (the  "Purchaser"),  GMACM Home Equity Loan Trust 2002-HE4,  as issuer
(the "Issuer"), and Wells Fargo Bank Minnesota,  N.A., as indenture trustee (the
"Indenture Trustee").

                                   WITNESSETH:

        WHEREAS,  GMACM,  in the ordinary  course of its  business  acquires and
originates  home equity loans and acquired or originated  all of the home equity
loans listed on the  Mortgage  Loan  Schedule  attached as Exhibit 1 hereto (the
"Mortgage Loans");

        WHEREAS,  GMACM  sold a portion  of the  Mortgage  Loans  (the "WG Trust
Mortgage Loans") to Walnut Grove Funding,  Inc. ("Walnut Grove"),  pursuant to a
Mortgage Loan Purchase Agreement (the "Walnut Grove Purchase Agreement"),  dated
as of May 1, 2001, as amended,  among Walnut  Grove,  as  purchaser,  GMACM,  as
seller, WG Trust, as Issuer and Bank One, National Association, as trustee (each
date of sale, a "Prior Transfer Date");

        WHEREAS,  Walnut  Grove  sold  the WG Trust  Mortgage  Loans to WG Trust
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 owns the Cut-Off Date Principal Balances and the Related
Documents  for the portion of Mortgage  Loans  identified  on the Mortgage  Loan
Schedule  -A  attached  as Exhibit  1-A hereto  (the  "GMACM  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 Mortgage Loans;

        WHEREAS,  WG Trust owns the  Cut-Off  Date  Principal  Balances  and the
Related  Documents for the WG Trust  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  Mortgage
Loans;

        WHEREAS, the parties hereto desire that: (i) GMACM sell the Cut-Off Date
Principal  Balances of the GMACM  Mortgage Loans to the Purchaser on the Closing
Date  pursuant  to the  terms  of  this  Agreement  together  with  the  Related
Documents,  (ii) WG Trust sell the  Cut-Off  Date  Principal  Balances of the WG
Trust  Mortgage Loans to the Purchaser on the Closing Date pursuant to the terms
of this Agreement together with the Related Documents,  (iii) the related Seller
and GMACM make certain representations and warranties on the Closing Date;

        WHEREAS,  pursuant to the Trust  Agreement,  the Purchaser will sell the
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;



                                       1
<PAGE>

     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 October 30, 2002 (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


                                       2
<PAGE>

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 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,  and wherever
located:  (i) the GMACM  Mortgage  Loans  (including  the Cut-Off Date Principal
Balances),  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 Mortgage Loans;  and (iii) all proceeds of the foregoing.  Such conveyance
shall be deemed to be made, with respect to the Cut-Off Date Principal Balances,
as of the  Closing  Date,  subject  to the  receipt  by GMACM  of  consideration
therefor as provided herein under clause (a) of Section 2.3.

(b) WG Trust, by the execution and delivery of this Agreement, does hereby sell,
assign, set over, and otherwise convey to the Purchaser,  without recourse,  all
of its right,  title and interest in, to and under the  following,  and wherever
located:  (i) the WG Trust Mortgage Loans  (including the Cut-Off Date Principal
Balances),  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 in any insurance policies in respect of the
WG  Trust  Mortgage  Loans;  and  (iii)  all  proceeds  of the  foregoing.  Such
conveyance  shall be  deemed  to be  made,  with  respect  to the  Cut-Off  Date
Principal  Balances,  as of the Closing Date, subject to the receipt by WG Trust
of consideration therefor as provided herein under clause (a) of Section 2.3.

(c) In  connection  with the  conveyance by GMACM of the GMACM  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 Mortgage Loans to indicate in its
books and records that the GMACM  Mortgage Loans have been sold to the Purchaser
pursuant to this  Agreement,  and to deliver to the Purchaser  true and complete
lists of all of the Mortgage  Loans sold by GMACM  specifying  for each Mortgage
Loan (i) its account  number and (ii) its Cut-Off Date  Principal  Balance.  The
Mortgage Loan Schedule  indicating such information with respect to the Mortgage
Loans sold by GMACM  shall be marked as  Exhibit  1-A to this  Agreement  and is
hereby incorporated into and made a part of this Agreement.

(d) In  connection  with the  conveyance  by WG  Trust of the WG Trust  Mortgage
Loans, WG Trust further agrees,  at its own expense,  on or prior to the Closing
Date with respect to the Principal  Balances of the WG Trust  Mortgage  Loans to
indicate in its books and  records  that the WG Trust  Mortgage  Loans have been
sold to the  Purchaser  pursuant to this  Agreement.  GMACM,  as Servicer of the
Mortgage  Loans sold by WG Trust,  agrees to deliver to the  Purchaser  true and
complete lists of all of the Mortgage Loans sold by WG Trust specifying for each


                                       3
<PAGE>

Mortgage  Loan  (i) its  account  number  and (ii) its  Cut-Off  Date  Principal
Balance.  The Mortgage Loan Schedule indicating such information with respect to
the  Mortgage  Loans  sold by WG Trust  shall be marked as  Exhibit  1-B to this
Agreement and is hereby incorporated into and made a part of this Agreement.

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

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

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


                                       4
<PAGE>

custodial  capacity only. Each Seller's records will accurately reflect the sale
of each Mortgage Loan sold by it to the Purchaser.

        The Purchaser hereby acknowledges its acceptance of all right, title and
interest to the  property  conveyed to it pursuant to this  Section 2.1. (f) The
parties hereto intend that the transactions  set forth herein  constitute a sale
by the  Sellers  to the  Purchaser  of each of the  Sellers'  right,  title  and
interest in and to their respective  Mortgage Loans and other property as and to
the extent  described  above. In the event the transactions set forth herein are
deemed not to be a sale,  each Seller  hereby grants to the Purchaser a security
interest in all of such Seller's right,  title and interest in, to and under all
accounts,  chattel papers,  general intangibles,  payment intangibles,  contract
rights,  certificates  of deposit,  deposit  accounts,  instruments,  documents,
letters of credit,  money,  advices of credit,  investment  property,  goods and
other property consisting of, arising under or related to the Mortgage Loans and
such other property, to secure all of such Seller's obligations  hereunder,  and
this  Agreement  shall and hereby does  constitute  a security  agreement  under
applicable law. Each Seller agrees to take or cause to be taken such actions and
to  execute  such  documents,  including  without  limitation  the filing of any
continuation  statements  with respect to the UCC-1 financing  statements  filed
with respect to the Mortgage Loans by the Purchaser on the Closing Date, and any
amendments  thereto  required  to  reflect  a change  in the  name or  corporate
structure  of such  Seller  or the  filing  of any  additional  UCC-1  financing
statements  due to the  change  in  the  principal  office  or  jurisdiction  of
incorporation  of such  Seller,  as are  necessary  to perfect  and  protect the
Purchaser's and its assignees'  interests in each Mortgage Loan and the proceeds
thereof.  The Servicer shall file any such  continuation  statements on a timely
basis.

(g) In connection  with the  assignment  of any Mortgage Loan  registered on the
MERS(R) System, GMACM further agrees that it will cause, at GMACM's own expense,
as soon as  practicable  after the Closing Date,  the MERS(R) System to indicate
that such Mortgage Loans 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.  Unless it shall be appointed  successor Servicer  hereunder,
the Indenture  Trustee shall have no ongoing  responsibility to check the status
of the Mortgage Loan in the MERS(R) System.

(h) Although the parties to the Walnut Grove Purchase Agreement intend that each
transfer of one or more WG Trust Mortgage Loans described  therein  constitute a
sale by GMACM to Walnut Grove of all of GMACM's right, title and interest in and
to  such WG  Trust  Mortgage  Loans  and  other  property  as and to the  extent
described  therein,  in the event any transfer of one or more WG Trust  Mortgage
Loans pursuant to the Walnut Grove Purchase Agreement is deemed not to be a sale
and GMACM is deemed to retain any legal or equitable  ownership interest in such


                                       5
<PAGE>

WG Trust Mortgage Loans, GMACM, by the execution and delivery of this Agreement,
does hereby sell,  assign,  set over,  and  otherwise  convey to the  Purchaser,
without recourse,  any right, title and interest in, to and under, the following
with respect to such WG Trust Mortgage Loans,  wherever  located,  to the extent
GMACM may be deemed  to  retain  any  interest  therein:  (i) the  Cut-Off  Date
Principal  Balances  of such WG Trust  Mortgage  Loans,  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 such WG Trust Mortgage Loans; and (iii) all
proceeds of the foregoing. Such conveyance shall be deemed to be made subject to
the receipt by GMACM of  consideration  therefor as provided herein under clause
(a) of Section 2.3.

Section 2.2....Payment of Purchase Price.
               -------------------------

(a) The sale of the Mortgage Loans shall take place on the Closing Date, subject
to and  simultaneously  with the  deposit of the  Mortgage  Loans into the Trust
Estate and the issuance of the  Securities.  The purchase  price (the  "Purchase
Price") for the GMACM Mortgage Loans to be paid by the Purchaser to GMACM on the
Closing Date (and any interest of GMACM in any portion of the WG Trust  Mortgage
Loans transferred pursuant to Section 2.01(h) above) shall be an amount equal to
$45,687,312.52 in immediately  available funds,  together with the Certificates,
in respect of the Cut-Off Date Principal  Balances  thereof.  The Purchase Price
for the WG Trust  Mortgage  Loans to be paid by the Purchaser to WG Trust on the
Closing  Date  shall  be an  amount  equal  to  $567,287,125.50  in  immediately
available funds, in respect of the Cut-Off Date Principal Balances thereof.

(b) In  consideration  of the sale of the GMACM  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
Mortgage  Loans;  provided,  that such payment may be on a net funding  basis if
agreed by GMACM and the Purchaser.

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

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES;
                               REMEDIES FOR BREACH

Section  3.1....Representations and Warranties. GMACM represents and warrants to
the Purchaser,  as of the Closing Date (or if otherwise  specified  below, as of
the date so specified):

(a)     As to GMACM:

                                       6
<PAGE>

(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 all of the transactions  contemplated under
this  Agreement  and has taken all necessary  corporate  action to authorize the
execution, delivery and performance of this Agreement;

(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, 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 by GMACM and its  performance
and  compliance  with the  terms of this  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  that in the opinion of GMACM has a reasonable  likelihood of
resulting in a material adverse effect on the transactions  contemplated by this
Agreement;

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

(vii)  This  Agreement  constitutes  a  valid  transfer  and  assignment  to the
Purchaser of all right, title and interest of GMACM in and to the GMACM Mortgage
Loans,  including the Cut-Off Date Principal  Balances with respect to the GMACM
Mortgage Loans,  all monies due or to become due with respect  thereto,  and all
proceeds of such  Cut-Off  Date  Principal  Balances  with  respect to the GMACM
Mortgage  Loans;  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

                                       7
<PAGE>

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

(b) As to each  Mortgage  Loan (except as otherwise  specified  below) as of the
Closing Date:

(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 Mortgage  Loans, as of each respective
Prior Transfer Date: (A) the related Mortgage Note and the Mortgage had not been
assigned or pledged, except for any assignment or pledge that had been satisfied
and released,  (B) immediately prior to the assignment of such Mortgage Loans to
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 Purchase Agreement;

(iii) With respect to each of the GMACM Mortgage Loans (A) the related  Mortgage
Note  and the  Mortgage  have not  been  assigned  or  pledged,  except  for any
assignment or pledge that has been satisfied and released, (B) immediately prior
to such  assignment of the Mortgage Loans to the Purchaser  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;

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

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

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

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

                                       8
<PAGE>

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

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

(x) To the best of the  GMACM's  knowledge,  the related  Mortgage  Note and the
related Mortgage at the time it was made complied in all material  respects with
applicable local, state and federal laws; (xi) A title search or other assurance
of title  customary in the relevant  jurisdiction  was obtained  with respect to
each Mortgage Loan;

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

(xiii) As of the Cut-Off Date, no more than approximately  35.32%,  5.81%, 5.64%
and 5.59% of the Mortgage Loans, by Cut-Off Date Principal Balance,  are secured
by Mortgaged Properties located in California, Florida, New York and New Jersey,
respectively;

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

(xv) GMACM has not  transferred  the GMACM  Mortgage Loans to the Purchaser 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 Mortgage
Loans, by Cut-Off Date Principal  Balance,  are secured by Mortgaged  Properties
which may have been appraised using a statistical property evaluation method and
all of the  appraisals  on such  Mortgaged  Properties  have been  delivered  by
Basis100 Inc. (also known as Solimar);

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

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

(xix)  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;

                                       9
<PAGE>

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

(xxi) No Mortgage Loan has an original term to maturity in excess of 360 months;

(xxii) All of the Mortgage Loans are fixed rate and are fully amortizing.  As of
the Cut-off Date,  the Loan Rates on the Mortgage Loans range between 5.650% per
annum and 14.375% per annum.  As of the Cut-Off Date, the weighted  average Loan
Rate for the  Mortgage  Loans is  approximately  8.800% per annum.  The weighted
average  remaining  term to  stated  maturity  of the  Mortgage  Loans as of the
Cut-Off Date is approximately 217 months;

(xxiii)  .......(A) Each Mortgaged  Property consists of a single parcel of real
property with a single family or two- to four-family  residence erected thereon,
or an  individual  condominium  unit,  a  unit  in a  planned  development  or a
townhouse;  (B) with respect to the Mortgage Loans (a) approximately  12.48% (by
Cut-Off  Date  Principal  Balance)  are  secured by real  property  improved  by
individual   condominium  units  or  a  unit  in  a  planned  development,   (b)
approximately  86.13% (by Cut-Off  Date  Principal  Balance) are secured by real
property with a single family residence erected thereon, (c) approximately 1.28%
(by Cut-Off Date Principal  Balance) are secured by real property with a two- to
four-family residence erected thereon, (d) no mortgage loans are secured by real
property  with a  townhouses  erected  thereon and (e) 0.10% are secured by real
property improved by manufactured housing;

(xxiv) As of the Cut-Off Date no Mortgage Loan had a principal balance in excess
of $274,692.76;

(xxv) Approximately 90.83% of the Mortgage Loans, by aggregate Principal Balance
as of the Cut-Off Date, are secured by second liens;

(xxvi) 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;

(xxvii) .......  To the best of GMACM's  knowledge,  without  investigation,  no
improvement  located on or being part of the Mortgaged  Property is in violation
of any applicable  zoning law or regulation,  and all inspections,  licenses and
certificates required to be made or issued with respect to all occupied portions
of the  Mortgaged  Property  and,  with respect to the use and  occupancy of the
same, including but not limited to certificates of occupancy,  have been made or
obtained from the appropriate authorities and the Mortgaged Property is lawfully
occupied under applicable law;

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

                                       10
<PAGE>

(xxix) 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;

(xxx) 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;

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

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

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

(xxxiv)  .......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.

        With respect to this Section 3.1(b),  representations made by GMACM with
respect  to the WG Trust  Mortgage  Loans,  made as of the  Cut-Off  Date or the
Closing Date are made by GMACM in its capacity as Servicer. Representations made
by GMACM with  respect to the WG Trust  Mortgage  Loans are made by GMACM in its
capacity  as  Servicer  of the WG  Trust  Mortgage  Loans  under  the  Servicing
Agreement,  dated as of May 1, 2001,  by and between  GMACM,  Walnut  Grove Loan
Trust 2001-A and Bank One, National Association.

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

               (I) As to WG Trust:

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

(ii) WG Trust has the power and authority to make, execute,  deliver and perform
its obligations  under this Agreement and all of the  transactions  contemplated
under  this  Agreement  and has taken all  necessary  action  to  authorize  the
execution, delivery and performance of this Agreement;

                                       11
<PAGE>

(iii) WG Trust is not  required to obtain the consent of any other Person or any
consents,  licenses,  approvals or  authorizations  from,  or  registrations  or
declarations  with, any governmental  authority,  bureau or agency in connection
with the execution,  delivery,  performance,  validity or enforceability of this
Agreement, 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  by WG  Trust  and  its
performance  and compliance with the terms of this Agreement will not violate WG
Trust's  organizational  documents or constitute a material default (or an event
which,  with  notice or lapse of time,  or both,  would  constitute  a  material
default)  under,  or result in the material  breach of, any  material  contract,
agreement  or other  instrument  to  which  WG Trust is a party or which  may be
applicable to WG Trust or any of its assets;

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

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

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

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

               (II) As to the WG Trust Mortgage Loans:

(i) With respect to the WG Trust  Mortgage  Loans (A) the related  Mortgage Note
and the Mortgage have not been assigned or pledged, except for any assignment or
pledge  that has been  satisfied  and  released,  (B)  immediately  prior to the
assignment  of such  Mortgage  Loans to the  Purchaser  WG Trust had good  title


                                       12
<PAGE>

thereto and (C) WG Trust is the sole owner and holder of the Mortgage  Loan free
and clear of any and all liens,  encumbrances,  pledges,  or security  interests
(other than,  with respect to any Mortgage Loan in a second lien  position,  the
lien of the  related  first  mortgage)  of any  nature  and has full  right  and
authority, under all governmental and regulatory bodies having jurisdiction over
the  ownership of the  applicable  Mortgage  Loans,  to sell and assign the same
pursuant to this Agreement;

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

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

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

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

        Upon  discovery  by  either  Seller  or  GMACM or upon  notice  from the
Purchaser,  the Enhancer,  the Issuer,  GMACM, the Owner Trustee,  the Indenture
Trustee or the Custodian,  as  applicable,  of a breach of a Seller's or GMACM's
representations  or warranties in paragraphs (b) or (c)(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 the  Mortgage  Loan
fail to be a  "qualified  mortgage"  within the  meaning of Section  860G of the
Internal Revenue Code, within 90 days after the discovery thereof by either such
Seller, the Servicer, the 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


                                       13
<PAGE>

the Repurchase  Price, or (ii) substitute one or more Eligible  Substitute Loans
for such Mortgage Loan, in each case in the manner and subject to the conditions
set forth below, provided that the Seller shall have the option to substitute an
Eligible  Substitute  Mortgage Loan or Loans for such Mortgage Loan only if such
substitution  occurs within two years following the Closing Date. The Repurchase
Price for any such  Mortgage Loan  repurchased  by such Seller or GMACM shall be
deposited or caused to be deposited by the Servicer into the Custodial  Account.
Any  purchase  of a  Mortgage  Loan  due  to a  Repurchase  Event  shall  be the
obligation of GMACM.

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

        In the event  that  either  Seller  elects  to  substitute  an  Eligible
Substitute  Loan or Loans for a Deleted Loan  pursuant to this Section 3.1, such
Seller shall deliver to the  Custodian on behalf of the Issuer,  with respect to
such Eligible  Substitute Loan or Loans, the original Mortgage Note, endorsed as
required  under the  definition  of "Mortgage  File" and shall deliver the other
documents  required  to be  part  of  the  Mortgage  File  to the  Servicer.  No
substitution will be made in any calendar month after the Determination Date for
such month.  Monthly  Payments due with respect to Eligible  Substitute Loans in
the month of  substitution  shall not be part of the  Trust  Estate  and will be
retained by the Servicer and remitted by the Servicer to such Seller on the next
succeeding Payment Date, provided that a payment equal to the applicable Monthly
Payment for such month in respect of the Deleted  Loan has been  received by the
Issuer. For the month of substitution, distributions to the Note Payment Account
pursuant to the Servicing  Agreement  will include the Monthly  Payment due on a
Deleted  Loan for such month and  thereafter  such  Seller  shall be entitled to
retain all amounts  received in respect of such Deleted Loan. The Servicer shall
amend or cause to be amended the Mortgage  Loan  Schedule to reflect the removal
of such Deleted Loan and the  substitution  of the Eligible  Substitute  Loan or
Loans and the Servicer  shall deliver the amended  Mortgage Loan Schedule to the
Owner Trustee,  the Indenture Trustee and the Enhancer.  Upon such substitution,
the  Eligible  Substitute  Loan or Loans  shall be  subject to the terms of this
Agreement and the Servicing Agreement in all respects,  GMACM shall be deemed to
have made the  representations  and  warranties  with  respect  to the  Eligible
Substitute Loan contained herein set forth in Section 3.1(b) (other than clauses
(xiii),  (xxii),  (xxiii)(B),  (xxiv) and (xxv)  thereof and other than  clauses
(iii) and (ix) thereof in the case of Eligible  Substitute Loans  substituted by
WG Trust), and, if the Seller is WG Trust, WG Trust shall be deemed to have made
the  representations  and  warranties set forth in Section  3.1(c)(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


                                       14
<PAGE>

application of the principal portion of the Monthly Payments due in the month of
substitution that are to be distributed to the Note Payment Account in the month
of  substitution).  Such Seller shall deposit the amount of such  shortfall into
the Custodial  Account on the date of  substitution,  without any  reimbursement
therefor.

        Upon  receipt by the  Indenture  Trustee on behalf of the Issuer and the
Custodian of written notification, signed by a Servicing Officer, of the deposit
of such Repurchase Price or of such substitution of an Eligible  Substitute Loan
(together with the complete related Mortgage File) and deposit of any applicable
Substitution  Adjustment  Amount as provided above, the Custodian,  on behalf of
the Indenture  Trustee,  shall (i) release to such Seller or GMACM,  as the case
may be, the related  Mortgage  Note for the Mortgage Loan being  repurchased  or
substituted for, (ii) cause the Servicer to release to such Seller any remaining
documents in the related Mortgage File which are held by the Servicer, and (iii)
the  Indenture  Trustee on behalf of the Issuer  shall  execute and deliver such
instruments  of transfer or assignment  prepared by the  Servicer,  in each case
without recourse,  as shall be necessary to vest in such Seller or GMACM, as the
case may be, or its  respective  designee such  Mortgage Loan released  pursuant
hereto and thereafter such Mortgage Loan shall not be an asset of the Issuer.

        It is understood and agreed that the obligation of each Seller 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 it will not sell,  pledge,  assign or transfer
to any other Person, or grant,  create, incur or assume any Lien on any Mortgage
Loan, or any interest therein.  Each Seller shall notify the Issuer, 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 Mortgage
Loans, as assignee of the Purchaser) in, to and under the Mortgage Loans against
all claims of third  parties  claiming  through or under such Seller;  provided,
however,  that nothing in this Section 4.1 shall be deemed to apply to any Liens
for municipal or other local taxes and other governmental  charges if such taxes
or  governmental  charges  shall not at the time be due and payable or if either
Seller shall  currently  be  contesting  the  validity  thereof in good faith by
appropriate Proceedings.

                                   ARTICLE V

                                    SERVICING

                                       15
<PAGE>

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

                     LIMITATION ON LIABILITY OF THE SELLERS

Section  6.1....Limitation  on Liability of the Sellers.  None of the directors,
officers,  employees  or agents of either  GMACM or WG Trust  shall be under any
liability to the Purchaser or the Issuer, it being expressly understood that all
such  liability  is  expressly  waived and  released as a  condition  of, and as
consideration for, the execution of this Agreement.  Except as and to the extent
expressly provided in the Servicing  Agreement,  GMACM and WG Trust shall not be
under any liability to the Issuer,  the Owner Trustee,  the Indenture Trustee or
the  Securityholders.  GMACM,  WG Trust and any director,  officer,  employee or
agent of GMACM or WG Trust,  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,  WITHOUT  REGARD TO THE
CONFLICTS  OF LAWS  PRINCIPLES  THEREOF  OR OF ANY  OTHER  JURISDICTION  (EXCEPT
SECTION  5-1401 OF THE NEW YORK  GENERAL  OBLIGATION  LAW) AND THE  OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES  HEREUNDER  SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.

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:

                                       16
<PAGE>

                          GMAC Mortgage Corporation
                          100 Witmer Road
                          Horsham, Pennsylvania  10944
                          Attention: Barry Bier, Senior Vice President
                          Re:GMACM Home Equity Loan Trust 2002-HE4;

(ii)    if to WG Trust:

                          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 2002-HE4;

(iii)   if to the Purchaser:

                          Residential Asset Mortgage Products, Inc.
                          8400 Normandale Lake Boulevard
                          Minneapolis, Minnesota 55437
                          Attention:President
                          Re:GMACM Home Equity Loan Trust 2002-HE4;

(iv)    if to the Indenture Trustee:

                          Wells Fargo Bank Minnesota, N.A
                          9062 Old Annapolis Road
                          Columbia, Maryland 21045-1951
                          Attention: Corporate Trust Services - GMACM Home
                          Equity Loan Trust 2002-HE4;

(v)     if to the Issuer:

                          c/o Wilmington Trust Company, as Owner Trustee
                          Rodney Square North
                          1100 North Market Street
                          Wilmington, Delaware 19890-0001
                          Re:GMACM Home Equity Loan Trust 2002-HE4; or

(vi)    if to the Enhancer:

                          Financial Guaranty Insurance Corporation
                          125 Park Avenue
                          New York, New York 10017
                          Re:GMACM Home Equity Loan Trust 2002-HE4;

                                       17
<PAGE>

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 Mortgage Loans, rather than the
Purchaser  providing a loan to the Sellers  secured by the Mortgage Loans on the
Closing  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  Mortgage  Loans on the Closing  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  which
consent shall be at the Purchaser's sole discretion;  provided, that each Seller
may assign its  obligations  hereunder to any  Affiliate of such Seller,  to any
Person  succeeding to the business of such Seller, to any Person into which such
Seller is merged and to any Person  resulting  from any  merger,  conversion  or
consolidation  to which such Seller is a party.  The parties hereto  acknowledge
that  the  Purchaser  is  acquiring  the  Mortgage  Loans  for  the  purpose  of
contributing them to the GMACM Home Equity Loan Trust 2002-HE4.

(b) As an  inducement  to the  Purchaser and the Issuer to purchase the Mortgage
Loans  each  Seller  acknowledges  and  consents  to (i) the  assignment  by the
Purchaser  to the Issuer of all of the  Purchaser's  rights  against each Seller
pursuant to this  Agreement  insofar as such rights relate to the Mortgage Loans


                                       18
<PAGE>

transferred  to the Issuer and to the  enforcement  or  exercise of any right or
remedy against either Seller pursuant to this Agreement by the Issuer,  (ii) the
enforcement or exercise of any right or remedy against either Seller pursuant to
this  Agreement by or on behalf of the Issuer and (iii) the  Issuer's  pledge of
its interest in this Agreement to the Indenture  Trustee and the  enforcement by
the  Indenture  Trustee  of any  such  right or  remedy  against  either  Seller
following an Event of Default under the Indenture.  Such  enforcement of a right
or remedy by the  Issuer,  the Owner  Trustee,  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
Mortgage Loans hereunder.

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.


                                       19
<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 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 2002-HE4, as Issuer

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


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


                                      S-1
<PAGE>


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


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


                                        S-2
<PAGE>