EXHIBIT 10.1



                   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 LOAN TRUST 2001-CL1,

                                   as Issuer,

                                       and

                         BANK ONE, NATIONAL ASSOCIATION,

                              as Indenture Trustee




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                          HOME LOAN PURCHASE AGREEMENT
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                          Dated as of November 29, 2001



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        This  Home  Loan  Purchase  Agreement  (the  "Agreement"),  dated  as of
November 29, 2001, 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 Loan Trust  2001-CL1,  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  home equity loans and acquired or originated  all of the home equity
loans  listed on the Home  Loan  Schedule  attached  as  Exhibit  1 hereto  (the
"Initial Home Loans");

        WHEREAS,  GMACM sold a portion of the Initial  Home Loans (the "WG Trust
Initial Home Loans") and intends to sell a portion of the Subsequent  Home Loans
to be sold by WG  Trust  hereunder,  to  Walnut  Grove  Funding,  Inc.  ("Walnut
Grove"),  pursuant to a Mortgage  Loan  Purchase  Agreement  (the "Walnut  Grove
Purchase Agreement"),  dated as of 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  Initial Home 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 Initial  Home Loans  identified  on the Home Loan
Schedule -A attached as Exhibit  1-A hereto (the "GMACM  Initial  Home  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 Home Loans;

        WHEREAS,  WG Trust owns the  Cut-Off  Date  Principal  Balances  and the
Related  Documents  for the WG Trust  Initial Home Loans  identified on the Home
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  Initial
Home Loans;

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

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        WHEREAS,  pursuant to the Trust  Agreement,  the Purchaser will sell the
Initial Home 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 Home Loans;

     WHEREAS,  pursuant  to the terms of the Trust  Agreement,  the Issuer  will
issue the Certificates;

     WHEREAS,  pursuant to the terms of the Indenture, the Issuer will issue the
Notes, secured by the Trust Estate;

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

                                   ARTICLE I

                                   DEFINITIONS

Section 1.1 Definitions. For all purposes of this Agreement, except as otherwise
expressly provided herein or unless the context otherwise requires,  capitalized
terms not  otherwise  defined  herein shall have the  meanings  assigned to such
terms in the  Definitions  contained in Appendix A to the indenture  dated as of
November  29,  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 terms not
otherwise  defined  herein  and  defined in the UCC have the  meanings  ascribed
thereto in the UCC.

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        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 HOME LOANS AND RELATED PROVISIONS

Section 2.1    Sale of Initial Home 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 Initial Home 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  Initial  Home  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  Initial  Home  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  Initial  Home  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.

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

(c) In connection  with the  conveyance by GMACM of the GMACM Initial Home Loans
and any Subsequent Home 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 Home Loans and on or prior to the related Subsequent Cut-Off Date in the
case of such  Subsequent  Home  Loans sold by it, to  indicate  in its books and


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records  that the GMACM  Initial  Home  Loans  have  been sold to the  Purchaser
pursuant to this  Agreement,  and, in the case of the Subsequent  Home 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 Home Loans sold by GMACM
specifying  for each Home Loan (i) its account  number and (ii) its Cut-Off Date
Principal Balance or Subsequent  Cut-Off Date Principal  Balance.  The Home Loan
Schedule  indicating  such  information  with  respect to the Home Loans sold by
GMACM  shall  be  marked  as  Exhibit  1-A  to  this  Agreement  and  is  hereby
incorporated into and made a part of this Agreement.

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

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

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        Upon sale of the Initial  Home Loans,  the  ownership  of each  Mortgage
Note, each related  Mortgage and the contents of the related Mortgage File shall
be vested in the Purchaser  and the ownership of all records and documents  with
respect to the  Initial  Home Loans that are  prepared  by or that come into the
possession of either Seller,  as a seller of the Initial Home 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 and retained and  maintained  in trust by the Servicer  (except for the
Mortgage Notes,  which shall be retained and maintained by the Custodian) at the
will of the Purchaser,  in such custodial  capacity only. Each Seller's  records
will  accurately  reflect the sale of each  Initial  Home 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 Initial Home 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 Initial
Home 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 or authenticate  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  Home  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 Home Loan
and the  proceeds  thereof.  The  Servicer  shall  file any  such  continuation,
amendment or additional financing statements on a timely basis.

(g) In connection with the assignment of any Home 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
Home 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 Home 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


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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 Home Loans.
GMACM agrees that it will not alter the codes  referenced in this paragraph with
respect to any Home Loan during the term of this Agreement unless and until such
Home Loan is repurchased in accordance with the terms of this Agreement.

Section 2.2    Sale of Subsequent Home Loans.

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

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

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

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

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

(ii) such Seller shall have  delivered to the Indenture  Trustee 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  the  related  Subsequent  Transfer
Agreement  and (B) including a Home Loan Schedule  listing the  Subsequent  Home
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; and

(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.

        In addition,  GMACM shall have  delivered to the Issuer,  the  Indenture
Trustee  an  Opinion of Counsel  with  respect  to  certain  bankruptcy  matters
relating to the  transfers of  Subsequent  Home Loans,  which Opinion of Counsel
shall be  substantially  in the form of the Opinion of Counsel  delivered to 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  Home  Loans  transferred  to the Trust  during the
Pre-Funding  Period and  purchased  from  funds on  deposit  in the  Pre-Funding
Account.

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<PAGE>

        The  obligation of the Issuer to purchase a Subsequent  Home Loan on any
Subsequent Transfer Date is subject to the following  conditions:  (i) each such
Subsequent Home Loan must satisfy the representations  and warranties  specified
in the related Subsequent  Transfer  Agreement and this Agreement;  (ii) neither
Seller has selected  such  Subsequent  Home Loans in a manner that it reasonably
believes  is adverse  to the  interests  of the  Noteholders;  (iii)  GMACM will
deliver to the  Indenture  Trustee  certain  Opinions  of Counsel  described  in
Section  2.2(b) and  acceptable  to the  Indenture  Trustee  with respect to the
conveyance of such Subsequent Home Loans; and (iv) as of the related  Subsequent
Cut-Off Date each Subsequent Home Loan will satisfy the following criteria:  (A)
such Subsequent Home Loan may not be 30 or more days contractually delinquent as
of the related  Subsequent  Cut-Off Date; (B) such  Subsequent Home Loan must be
secured by a mortgage in a first or second lien  position;  (C) such  Subsequent
Home Loan  must have a CLTV at  origination  of no more than  110.00%;  (D) such
Subsequent Home Loan must have an original term to maturity of not more than 300
months and a remaining term to maturity which does not extend beyond November 1,
2026;  (E) such  Subsequent  Home  Loan  must  have a Loan Rate of not less than
6.00%; (F) such Subsequent Home Loan must have a principal balance not in excess
of $50,000;  (G) such Subsequent Home Loan may not have a credit score less than
580; (H) such  Subsequent  Home Loan may not be secured by a non-owner  occupied
investment property or secondary  residence;  (I) such Subsequent Home Loan must
be underwritten in accordance with a full  documentation  underwriting  program;
and (J) following the purchase of such Subsequent  Home Loans by the Issuer,  as
of each Subsequent Cut-Off Date, the Home Loans included in the Trust Estate (by
aggregate  Principal  Balance)  must have the following  characteristics:  (i) a
weighted average Loan Rate of not less than 15.800%, (ii) the percentage of Home
Loans secured by single family residences or residences  located in PUDs may not
be less  than  91.75%,  (iii)  may not  have a  concentration  in the  State  of
California  in excess of  25.00%,  (iv) the  percentage  of Home  Loans  made to
borrowers with a credit score less than 580 shall not exceed 2%, (v) will have a
weighted  average credit score (excluding Home Loans for which a credit score is
not  available)  of at least  616,  (vi) will have a  weighted  average  CLTV at
origination  of not more than  104.75%,  and (vii) the  percentage of Home Loans
that are REMIC  Ineligible  Loans  shall not be less  than 65%.  Neither  of the
Sellers shall transfer  Subsequent Home Loans with the intent to mitigate losses
on Home Loans previously transferred.

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

Section 2.3    Payment of Purchase Price.

(a) The sale of the Initial  Home Loans  shall take place on the  Closing  Date,
subject to and  simultaneously  with the deposit of the Initial  Home 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  Home  Loans to be paid by the
Purchaser   to  GMACM  on  the  Closing   Date  shall  be  an  amount  equal  to
$78,232,440.43 in immediately  available funds,  together with the Certificates,
in respect of the Cut-Off Date Principal  Balances  thereof.  The Purchase Price
for the WG Trust  Initial Home Loans to be paid by the  Purchaser to WG Trust on
the  Closing  Date shall be an amount  equal to  $47,494,934.28  in  immediately


                                       8
<PAGE>

available funds, in respect of the Cut-Off Date Principal Balances thereof.  The
Purchase Price paid for any Subsequent  Home 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 Home Loan Schedule attached to the related
Subsequent Transfer Agreement provided by GMACM).

(b) In consideration of the sale of the GMACM Initial Home 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 Home 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  Home 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 Home Loan
sold by GMACM.

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

                                  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 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
Home 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;

                                       9
<PAGE>

(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
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
Home Loans,  including the Cut-Off Date  Principal  Balances with respect to the
GMACM Initial Home Loans,  all monies due or to become due with respect thereto,
and all  proceeds of such Cut-Off Date  Principal  Balances  with respect to the
GMACM Initial Home 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 Subsequent  Home
Loans,  including the Cut-Off Date  Principal  Balances of the  Subsequent  Home
Loans, all monies due or to become due with respect thereto, and all proceeds of
such Subsequent  Cut-Off Date Principal Balances and such funds as are from time
to time deposited in the Custodial  Account  (excluding any investment  earnings
thereon)  as  assets  of the  Trust  and all  other  property  specified  in the
definition  of "Trust" as being part of the corpus of the Trust  conveyed to the
Purchaser by GMACM; and

                                       10
<PAGE>

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

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

(ii) With respect to each of the WG Trust Initial Home Loans and the  Subsequent
Home Loans sold by WG Trust, as of each respective  Prior Transfer Date: (A) the
related Mortgage Note and the Mortgage had not been assigned or pledged,  except
for any  assignment  or  pledge  that  had  been  satisfied  and  released,  (B)
immediately  prior to the  assignment of such Home 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 Home Loan free and clear of any and all liens,
encumbrances,  pledges,  or security  interests (other than, with respect to any
Home 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 Home
Loan,  to sell and  assign  the  same  pursuant  to the  Walnut  Grove  Purchase
Agreement;

(iii) With respect to each of the GMACM  Initial  Home Loans or, as  applicable,
any Subsequent Home Loans sold by GMACM:  (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
the Home Loans to the Purchaser (or to the Issuer in the case of the  Subsequent
Home  Loans sold by GMACM),  GMACM had good title  thereto  and (C) GMACM is the
sole  owner and  holder  of the Home  Loan free and clear of any and all  liens,
encumbrances,  pledges,  or security  interests (other than, with respect to any
Home 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 Home
Loans,  to sell and assign the same  pursuant to this  Agreement  or the related
Subsequent Transfer Agreement, as applicable;

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

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

                                       11
<PAGE>

(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 Home Loan
was 30 days or more delinquent in payment of principal or interest;

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

(x) To the best of 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 Home 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  18.24% and 6.88% of
the Home Loans,  by Cut-Off  Date  Principal  Balance,  are secured by Mortgaged
Properties located in California and Florida, respectively;

(xiv)  As  of  the  Cut-Off  Date  or  Subsequent  Cut-Off  Date,  the  Combined
Loan-to-Value Ratio for each Home Loan was not in excess of 110%;

(xv) As of the Cut-Off Date, not less than 67.73% of the Home Loans,  by Cut-Off
Date Principal Balance, are REMIC Ineligible Loans;

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

(xvii)  Reserved;

(xviii)  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;

                                       12
<PAGE>

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

(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) As of the Cut-Off  Date,  not more than 89.28% (by Cut-Off Date  Principal
Balance) of the Home Loans are loans,  described in Section 103(aa) of the Truth
and Lending Act and subject to the Home  Ownership and Equity  Protection Act of
1994;

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

(xxiii) No Home Loan has an original term to maturity in excess of 300 months;

(xxiv) All of the Home Loans are fixed rate and are fully amortizing.  As of the
Cut-off Date,  the Loan Rates on the Home Loans range  between  6.000% per annum
and 17.990% per annum. The weighted average remaining term to stated maturity of
the Home Loans as of the Cut-Off Date is approximately 239 months;

(xxv) (A) Each Mortgaged  Property  consists of a single parcel of real property
with a single family or an individual  condominium  unit and (B) with respect to
the Home Loans (a) approximately  6.19% (by Cut-Off Date Principal  Balance) are
secured by real  property  improved by  individual  condominium  units,  and (b)
approximately  86.86% (by Cut-Off  Date  Principal  Balance) are secured by real
property with a single family residence erected thereon;

(xxvi) As of the Cut-Off  Date no Initial  Home Loan had a principal  balance in
excess of $50,000.00;

(xxvii)  Approximately  99.87% of the Initial Home Loans, 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 Home Loan when the Home 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 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 Home 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 Home 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;

                                       13
<PAGE>

(xxxi) With respect to each Home Loan  secured by a second  lien,  either (a) no
consent for such Home 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 Home Loan was required by relevant law;

(xxxii) As of any Subsequent Cut-Off Date, the percentage of Home Loans that are
REMIC Ineligible Loans calculated by Cut-Off Date Principal  Balance in the case
of Initial Home Loans and Subsequent  Cut-Off Date Principal Balance in the case
of Subsequent Home Loans, is not less than 65%; and

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

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

               (i)    As to WG Trust:

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

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

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

                                       14
<PAGE>

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

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

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

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

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

               (ii)   As to the WG Trust Initial Home Loans:

(i) With  respect  to the WG Trust  Initial  Home Loans or, as  applicable,  any
Subsequent  Home Loans sold by WG Trust:  (A) the related  Mortgage Note and the
Mortgage have not been assigned or pledged,  except for any assignment or pledge


                                       15
<PAGE>

that has been satisfied and released, (B) immediately prior to the assignment of
such Home Loans to the Purchaser (or to the Issuer in the case of the Subsequent
Home Loans sold by WG Trust),  WG Trust had good title  thereto and (C) WG Trust
is the sole  owner  and  holder  of the Home  Loan free and clear of any and all
liens, encumbrances, pledges, or security interests (other than, with respect to
any Home 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 Home
Loans, to sell and assign the same pursuant to this Agreement;

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

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

(iv) No  instrument  of  release  or  waiver  has been  executed  by WG Trust in
connection  with the WG Trust  Initial  Home 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 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,  as applicable,  in
any Home 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 Home Loan or a Related Document,  either (A) repurchase such Home Loan from
the Issuer at the  Repurchase  Price,  or (B)  substitute  one or more  Eligible
Substitute  Loans for such Home 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 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 Home Loan,
or upon the  occurrence of a Repurchase  Event,  that  materially  and adversely
affects the interests of the  Securityholders or the Purchaser in such Home 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,  either cure such breach
or Repurchase Event in all material  respects or either (i) repurchase such Home
Loan from the Issuer at the  Repurchase  Price,  or (ii)  substitute one or more
Eligible  Substitute  Loans for such Home  Loan,  in each case in the manner and
subject to the  conditions set forth below.  The  Repurchase  Price for any such
Home 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 Home
Loan due to a Repurchase Event shall be the obligation of GMACM.

                                       16
<PAGE>

        In furtherance of the foregoing, if GMACM or the Seller that repurchases
or  substitutes  a Home  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 Home 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  Home Loan  Schedule to the Owner
Trustee  and  the  Indenture  Trustee.  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),  (xv),
(xxi),  (xxiv),  (xxv)(B) and (xxvii)  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 Home Loan so substituted is an Eligible
Substitute  Loan as of the date of  substitution.  In  addition,  GMACM shall be
obligated to  repurchase or substitute  for any Eligible  Substitute  Loan as to
which a Repurchase Event has occurred as provided herein. In connection with the
substitution  of one or more Eligible  Substitute  Loans for one or more Deleted
Loans,  the Servicer shall  determine the amount (such amount,  a  "Substitution
Adjustment  Amount"),  if any, by which the aggregate  principal  balance of all
such Eligible  Substitute  Loans as of the date of substitution is less than the
aggregate  principal balance of all such Deleted Loans (after application of the
principal  portion of the Monthly Payments due in the month of substitution that
are to be distributed to the Note Payment Account in the month of substitution).
Such  Seller  shall  deposit  the amount of such  shortfall  into the  Custodial
Account on the date of substitution, without any reimbursement therefor.

                                       17
<PAGE>

        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 Home  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 Home Loan released
pursuant  hereto  and  thereafter  such Home  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 Home 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 Home Loan,  or any  interest  therein.  Each Seller shall
notify the Issuer (in the case of the  Initial  Home  Loans,  as assignee of the
Purchaser),  of the existence of any Lien (other than as provided  above) on any
Home Loan immediately upon discovery  thereof;  and each Seller shall defend the
right,  title and interest of the Issuer (in the case of the Initial Home Loans,
as assignee of the Purchaser) in, to and under the Home 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.

                                       18
<PAGE>

                                   ARTICLE V

                                    SERVICING

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

                                   ARTICLE VI

                         INDEMNIFICATION BY THE SELLERS
                         WITH RESPECT TO THE HOME LOANS

Section 6.1  Limitation  on  Liability of the  Sellers.  None of the  directors,
officers,  employees  or agents of either  GMACM or WG Trust  shall be under any
liability  to the  Purchaser,  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 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.

Section 8.2 GOVERNING LAW. THIS AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK AND THE  OBLIGATIONS,  RIGHTS
AND REMEDIES OF THE PARTIES  HEREUNDER  SHALL BE DETERMINED  IN ACCORDANCE  WITH
SUCH LAWS.

Section 8.3 Notices. All demands,  notices and communications hereunder shall be
in writing and shall be deemed to have been duly given if  personally  delivered
at or mailed by registered mail, postage prepaid, addressed as follows:

                                       19
<PAGE>

(i)     if to the GMACM:

                          GMAC Mortgage Corporation
                          100 Witmer Road
                          Horsham, Pennsylvania  10944
                          Attention:  Barry Bier, Senior Vice President
                          Re:  GMACM Home Loan Trust 2001-CL1;

(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 Loan Trust 2001-CL1;

(iii)   if to the Purchaser:

                    Residential Asset Mortgage Products, Inc.
                          8400 Normandale Lake Boulevard
                          Minneapolis, Minnesota 55437
                          Attention:President
                          Re:  GMACM Home Loan Trust 2001-CL1;

(iv)    if to the Indenture Trustee:

                          Bank One, National Association
                          1 Bank One Plaza, Suite 1L1-0126
                          Chicago, Illinois 60670-0126
                  Attention: GMACM Home Loan Trust 2001-CL1; or

(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 Loan Trust 2001-CL1;

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.

                                       20
<PAGE>

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  Home  Loans,  rather  than the
Purchaser  providing a loan to the Sellers  secured by the Initial Home 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 Home Loans,  rather than the Issuer  providing a loan to
the Sellers  secured by the  related  Subsequent  Home 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  Home Loans on the Closing  Date and
(ii) a sale  by the  Sellers,  and a  purchase  by the  Issuer,  of the  related
Subsequent  Home Loans on each  Subsequent  Transfer Date. The Purchaser and the
Issuer  shall  each  have the  right to review  the Home  Loans and the  Related
Documents to determine the  characteristics  of the Home Loans which will affect
the federal income tax  consequences  of owning the Home 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 the  Purchaser  (and the Issuer with
respect to the transfer of any Subsequent Home 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  Home 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 Home Loans for the purpose of
contributing  them to the GMACM Home Loan Trust  2001-CL1 and (ii) the Issuer is
acquiring the  Subsequent  Home Loans for the purpose of pledging the Subsequent


                                       21
<PAGE>

Home Loans to the Indenture Trustee for the benefit of the Noteholders.
(b) As an  inducement  to the  Purchaser  and the Issuer to purchase the Initial
Home Loans and to the Issuer to purchase any Subsequent Home 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  Home Loans  transferred  to the
Issuer and to the  enforcement or exercise of any right or remedy against either
Seller  pursuant  to this  Agreement  by the  Issuer,  (ii) the  enforcement  or
exercise of any right or remedy against 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 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 Home Loans  hereunder and any transfer of Subsequent Home Loans pursuant
to this Agreement and the related Subsequent Transfer Agreement.

Section 8.11   Intentionally Omitted.

 .

                                       22
<PAGE>

        IN WITNESS  WHEREOF,  the parties  hereto have caused  their names to be
signed  to this  Home  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: /s/ Barry Bier
                          ---------------------------------------
                          Name:  Barry Bier
                          Title:  Vice President



                      GMAC MORTGAGE CORPORATION,
                         as Seller and Servicer



                      By: /s/ Thomas J. O'Hara
                          ---------------------------------------
                          Name:  Thomas J. O'Hara
                          Title:  Senior Vice President



                      WALNUT GROVE MORTGAGE LOAN TRUST 2001-A, as Seller

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



                      By: /s/ Patricia A. Evans
                          ---------------------------------------
                          Name: Patricia A. Evans
                          Title: Senior Financial Services Officer









                       GMACM HOME LOAN TRUST 2001-CL1, as Issuer

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



                           By: /s/ Patricia A. Evans
                          Name: Patricia A. Evans
                          Title: Senior Financial Services Officer



                           BANK ONE, NATIONAL ASSOCIATION, as Indenture
                                     Trustee


                           By: /s/ Keith Richardson
                               ---------------------------------------
                               Name: Keith Richardson
                               Title: Vice President



                                       23
<PAGE>


                                    EXHIBIT 1

                               HOME 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 Loan Trust  2001-CL1,  as issuer (the  "Issuer"),  and pursuant to the loan
purchase  agreement  dated as of  November  29,  2001 (the "Home  Loan  Purchase
Agreement"),  among GMAC Mortgage Corporation,  as a seller and servicer, 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 home equity loans listed on the attached  Schedule of Subsequent  Home Loans
(the "Subsequent Home Loans").

        Capitalized  terms used and not  defined  herein  have their  respective
meanings as set forth in Appendix A to the  indenture  dated as of November  29,
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 Home 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 Home Loans, all principal  received and interest  accruing on the
Subsequent  Home Loans on and after the Subsequent  Cut-Off Date, all monies due
or to become  due  relating  to such  Subsequent  Home  Loans and all items with
respect to the Subsequent Home Loans to be delivered  pursuant to Section 2.2 of
the Home 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 Home 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 Home Loan Purchase Agreement.

        The  transfer to the Issuer by the Seller of the  Subsequent  Home Loans
identified  on the Home 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  Home Loans,  and other  property as and to the extent  described
above,  and the  Issuer  hereby  acknowledges  such  transfer.  In the event the
transactions  set forth  herein  shall be deemed  not to be a sale,  the  Seller
hereby  grants  to the  Issuer as of the  Subsequent  Transfer  Date a  security
interest in all of the Seller's  right,  title and interest in, to and under all
accounts,  chattel papers,  general intangibles,  payment intangibles,  contract
rights,  certificates  of deposit,  deposit  accounts,  instruments,  documents,
letters of credit,  money,  advices of credit,  investment  property,  goods and
other property  consisting  of, arising under or related to the Subsequent  Home
Loans,  and such  other  property,  to secure  all of the  Issuer's  obligations
hereunder,  and this  Agreement  shall  constitute  a security  agreement  under

<PAGE>

applicable  law. The Seller agrees to take or cause to be taken such actions and
to  execute  such  documents,  including  without  limitation  the filing of all
necessary  UCC-1  financing  statements  filed in the State of Delaware  and the
Commonwealth  of  Pennsylvania  (which shall be  submitted  for filing as of the
Subsequent Transfer Date), any continuation  statements with respect thereto and
any  amendments  thereto  required to reflect a change in the name or  corporate
structure  of  the  Seller  or the  filing  of any  additional  UCC-1  financing
statements  due to the  change  in  the  principal  office  or  jurisdiction  of
incorporation  of the  Seller,  as are  necessary  to perfect  and  protect  the
Issuer's interests in each Subsequent Home Loan and the proceeds thereof.

        (b) The  expenses and costs  relating to the delivery of the  Subsequent
Home Loans,  this Agreement and the Home 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 Home Loan Purchase  Agreement that relate
to the Seller or the  Subsequent  Home Loans as of the date  hereof.  The Seller
hereby  confirms that each of the  conditions set forth in Section 2.2(b) of the
Home Loan  Purchase  Agreement  are  satisfied as of the date hereof and further
represents  and  warrants  that  each  Subsequent  Home Loan  complies  with the
requirements  of this  Agreement  and Section  2.2(c) of the Home Loan  Purchase
Agreement.  GMACM,  as Servicer of the Subsequent  Home Loans hereby affirms the
representations and warranties made by it regarding the Subsequent Home Loans as
set forth in Section 3.1 of the Home 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  Home  Loan  Purchase  Agreement
relating  to the  Subsequent  Home  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  Home  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,  but only when accompanied by an Opinion
of Counsel to the  effect  that such  recordation  materially  and  beneficially
affects the interests of the Noteholders or is necessary for the  administration
or servicing of the Subsequent Home Loans.

        Section  4.  GOVERNING  LAW.  THIS  INSTRUMENT  SHALL  BE  CONSTRUED  IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK AND THE  OBLIGATIONS,  RIGHTS
AND REMEDIES OF THE PARTIES  HEREUNDER  SHALL BE DETERMINED  IN ACCORDANCE  WITH
SUCH LAWS.
<PAGE>

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

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


                        GMAC MORTGAGE CORPORATION,
                           as Seller



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


                        GMACM HOME LOAN TRUST 2001-CL1, as Issuer

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



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



Attachments

A.      Additional terms of sale.
B.      Schedule of Subsequent Home Loans.
C.      Seller's Officer's Certificate.
D.      Seller's Officer's Certificate.



<PAGE>






                                GMACM HOME LOAN TRUST 2001-CL1

                    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 Home Loans as of
           the Subsequent Cut-Off Date:
      5.   Purchase Price:                                    100.00%
B.
As to all Subsequent Home Loans:
      1.   Longest stated term to maturity:                              months
                                                              ----------
      2.   Minimum Loan Rate:                                            %
                                                              ----------
      3.   Maximum Loan Rate:                                            %
                                                              ----------
      4.   WAC of all Subsequent Home Loans:                             %
                                                              ----------
      5.   WAM of all Subsequent Home 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  Home  Loans  with  respect to  $
           which the  Mortgagor  is an employee of GMACM or an affiliate of
           GMACM:
      13.  Number  of  Subsequent  Home  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


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

                                           Fitch, Inc.
                                           One State Street Plaza
                                           New York, New York 10004


Re:  GMACM Home Loan Trust 2001-CL1

Ladies and Gentlemen:

        Pursuant to Section 2.2 of the home equity loan purchase agreement dated
as of  November  29,  2001  (the  "Purchase  Agreement"),  among  GMAC  Mortgage
Corporation,  as a Seller and Servicer, Walnut Grove Mortgage Loan Trust 2001-A,
as Seller,  Residential Asset Mortgage Products, Inc., as Purchaser,  GMACM Home
Loan Trust 2001-CL1, as Issuer and Bank One, National Association,  as Indenture
Trustee,  the Seller has designated the Subsequent Home Loans  identified on the
Home  Loan  Schedule  attached  hereto  to be sold to the  Issuer on , , with an
aggregate  Principal  Balance of $ .  Capitalized  terms not  otherwise  defined
herein have the meaning set forth in the Appendix A to the indenture dated as of
November 29, 2001, between the Issuer and the Indenture Trustee.

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


                                            Very truly yours,


                                            GMAC MORTGAGE CORPORATION,
                                               as Seller



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


ACKNOWLEDGED AND AGREED:

BANK ONE, NATIONAL ASSOCIATION,
    as Indenture Trustee



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



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                                TABLE OF CONTENTS

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ARTICLE I         DEFINITIONS...............................................................2

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

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

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

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

        Section 2.2   Sale of Subsequent Home Loans.........................................6

        Section 2.3   Payment of Purchase Price.............................................9

ARTICLE III       REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH......................10

        Section 3.1   Representations and Warranties.......................................10

ARTICLE IV        SELLERS' COVENANTS.......................................................19

        Section 4.1   Covenants of the Sellers.............................................19

ARTICLE V         SERVICING................................................................19

        Section 5.1   Servicing............................................................19

ARTICLE VI        INDEMNIFICATION BY THE SELLERS WITH RESPECT TO THE HOME LOANS............19

        Section 6.1   Limitation on Liability of the Sellers...............................19

ARTICLE VII       TERMINATION..............................................................20

        Section 7.1   Termination..........................................................20

ARTICLE VIII      MISCELLANEOUS PROVISIONS.................................................20

        Section 8.1   Amendment............................................................20

        Section 8.2   GOVERNING LAW........................................................20

        Section 8.3   Notices..............................................................20

        Section 8.4   Severability of Provisions...........................................21

        Section 8.5   Relationship of Parties..............................................21

        Section 8.6   Counterparts.........................................................22

        Section 8.7   Further Agreements...................................................22

        Section 8.8   Intention of the Parties.............................................22

        Section 8.9   Successors and Assigns; Assignment of This Agreement.................22

        Section 8.10  Survival.............................................................23

        Section 8.11  Intentionally Omitted................................................23
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EXHIBIT 1  HOME LOAN SCHEDULE

EXHIBIT 2  FORM OF SUBSEQUENT TRANSFER AGREEMENT

EXHIBIT 3  FORM OF ADDITION NOTICE



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