MORTGAGE LOAN PURCHASE AGREEMENT

        This is a Mortgage Loan Purchase Agreement (the "Agreement") dated as of
January 29, 2002 among GMAC Mortgage  Corporation,  a Pennsylvania  corporation,
having an office at 100 Witmer  Road,  Horsham,  Pennsylvania  19044,  as seller
("GMACM"),  Witmer Funding LLC, a Delaware limited liability company,  having an
office at 100  Witmer  Road,  Horsham,  Pennsylvania  19044,  c/o GMAC  Mortgage
Corporation,  as seller ("Witmer" and,  together with GMACM, each a "Seller" and
collectively,  the "Sellers") and Residential Asset Mortgage  Products,  Inc., a
Delaware  corporation,  having  an  office at 8400  Normandale  Lake  Boulevard,
Minneapolis, Minnesota 55437 (the "Purchaser").

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

        WHEREAS,  GMACM  sold a  portion  of the  Mortgage  Loans  (the  "Witmer
Mortgage Loans"),  to Witmer,  pursuant to an Amended and Restated Mortgage Loan
Purchase and Servicing Agreement (the "Witmer Purchase Agreement"),  dated as of
January 15, 2002, among Witmer,  as purchaser,  GMACM, as a seller and servicer,
GMAC Bank, as a Seller, and GMAC Residential Holding Corp.,
as performance guarantor;

        WHEREAS,  GMACM owns the Cut-off Date Principal Balances for the portion
of Mortgage Loans identified on the Mortgage Loan Schedule  attached as Schedule
I-A hereto (the "GMACM Mortgage Loans");

        WHEREAS,  Witmer owns the Cut-off Date Principal  Balances of the Witmer
Mortgage Loans identified on the Mortgage Loan Schedule attached as Schedule I-B
hereto;

        WHEREAS, the parties hereto desire that: (i) GMACM sell the Cut-off Date
Principal  Balances of the GMACM  Mortgage Loans to the Purchaser on the Closing
Date pursuant to the terms of this  Agreement,  and (ii) Witmer sell the Cut-off
Date  Principal  Balances of the Witmer  Mortgage  Loans to the Purchaser on the
Closing Date pursuant to the terms of this Agreement;

        WHEREAS,  the parties  hereto desire that GMACM  continue  servicing the
Witmer Mortgage Loans and the GMACM Mortgage Loans; and

        WHEREAS,  GMACM  has  entered  into  an  Amended  and  Restated  Limited
Liability  Company  Agreement (the "LLC Agreement") dated as of October 31, 2001
with Witmer Member Corp. and Bank One,  National  Association  pursuant to which
GMACM has been  appointed  the  administrator  of Witmer (the  "Administrator"),
pursuant to which GMACM is authorized  to execute  documents on behalf of Witmer
and cause  Witmer to deliver or perform the  obligations  of Witmer set forth in
such documents;

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

        The following terms are defined as follows:

                                       1
<PAGE>

<TABLE>
<CAPTION>

<S>                             <C>
Aggregate Principal Balance
(as of the Cut-off Date):       $398,691,629.81  (after  deduction  of  scheduled  principal
                                payments due on or before the Cut-off  Date,  whether or not
                                collected,  but without  deduction of  prepayments  that may
                                have been made but not  reported  to the  Sellers  as of the
                                close of business on such date).  With  respect to the GMACM
                                Mortgage Loans,  $22,997,285.03.  With respect to the Witmer
                                Mortgage Loans, $375,694,344.79.

Closing Date:                   January 29,  2002,  or such other date as may be agreed upon
                                by the parties hereto.

Cut-off Date:                   January 1, 2002.

Mortgage Loan:                  A fixed  rate,  fully-amortizing,  first  lien,  residential
                                conventional mortgage loan having a term of not more than 30
                                years and secured by Mortgaged Property.



Mortgaged Property:             A single  parcel  of real  property  on which is  located  a
                                detached  single-family   residence,  a  two-to-four  family
                                dwelling, a townhouse, an individual condominium unit, or an
                                individual  unit  in  a  planned  unit  development,   or  a
                                proprietary  lease  in  a  unit  in  a   cooperatively-owned
                                apartment  building  and  stock in the  related  cooperative
                                corporation.



Pooling and  Servicing  Agreement:

                                The pooling and servicing agreement, dated as of January 29,
                                2002, among  Residential Asset Mortgage  Products,  Inc., as
                                company,  GMAC  Mortgage  Corporation,  as servicer and Bank
                                One, National Association, as trustee (the "Trustee").


Repurchase Event:               With  respect to any  Mortgage  Loan as to which the related
                                Seller  delivers an affidavit  certifying  that the original
                                Mortgage  Note  has been  lost or  destroyed,  a  subsequent
                                default on such Mortgage Loan if the enforcement  thereof or
                                of the related Mortgage is materially and adversely affected
                                by the absence of such original Mortgage Note.

</TABLE>


                                       2
<PAGE>


All  capitalized  terms used but not  defined  herein  shall  have the  meanings
assigned  thereto in the Pooling and  Servicing  Agreement.  The parties  intend
hereby  to  set  forth  the  terms  and  conditions   upon  which  the  proposed
transactions  will be effected  and, in  consideration  of the  premises and the
mutual agreements set forth herein, agree as follows:

SECTION 1. Agreement to Sell and Purchase  Mortgage Loans.  GMACM agrees to sell
to the  Purchaser  and the  Purchaser  agrees to  purchase  from GMACM the GMACM
Mortgage  Loans having an aggregate  principal  balance  equal to the  Aggregate
Principal  Balance of the GMACM  Mortgage  Loans.  Witmer  agrees to sell to the
Purchaser and the Purchaser  agrees to purchase from Witmer the Witmer  Mortgage
Loans having an aggregate  principal  balance equal to the  Aggregate  Principal
Balance of the Witmer Mortgage Loans.

SECTION 2.  Mortgage  Loan  Schedule.  GMACM has  provided  to the  Purchaser  a
schedule  setting forth all of the GMACM  Mortgage  Loans to be purchased on the
Closing Date under this  Agreement,  which shall be attached  hereto as Schedule
I-A ("GMACM Mortgage Loan Schedule").  GMACM on behalf of Witmer has provided to
the Purchaser a schedule  setting forth all of the Witmer  Mortgage  Loans to be
purchased  on the  Closing  Date under this  Agreement,  which shall be attached
hereto as Schedule I-B ("Witmer  Mortgage Loan Schedule" and,  together with the
GMACM Mortgage Loan Schedule, the "Mortgage Loan Schedule").

SECTION 3. Purchase Price of Mortgage  Loans.  The purchase price (the "Purchase
Price") to be paid to GMACM by the Purchaser for the GMACM  Mortgage Loans shall
be  the  sum  of (i)  $23,025,828.30  and  (ii)  the  Class  PO,  the  Class  IO
Certificates  and  a  0.01%  Percentage  Interest  in  each  of  the  Class  R-I
Certificates  and Class R-II  Certificates  issued  pursuant  to the Pooling and
Servicing  Agreement.  The Purchase  Price to be paid to Witmer by the Purchaser
for the Witmer Mortgage Loans shall be an amount equal to  $376,160,640.95.  The
cash portion of the Purchase  Price due to GMACM shall be paid by wire  transfer
of immediately  available funds on the Closing Date to the account  specified by
GMACM.  The  Purchase  Price due to  Witmer  shall be paid by wire  transfer  of
immediately  available  funds on the Closing  Date to the account  specified  by
Witmer.

        The Purchaser and Sellers  intend that the  conveyance by the Sellers to
the Purchaser of each of the Seller's right,  title and interest in and to their
respective  Mortgage Loans pursuant to this Agreement shall be, and be construed
as, a sale of their  respective  Mortgage  Loans by the  related  Seller  to the
Purchaser.  It is, further,  not intended that such conveyance be deemed to be a
grant  of a  security  interest  in the  Mortgage  Loans by each  Seller  to the
Purchaser to secure a debt or other obligation of such Seller.  However,  in the
event that the Mortgage Loans are held to be property of the related Seller,  or
if for any reason this Agreement is held or deemed to create a security interest
in the Mortgage Loans, then it is intended that, (a) this Agreement shall be and
hereby  is a  security  agreement  within  the  meaning  of  Articles  9 of  the
Pennsylvania  Uniform  Commercial Code, the Delaware Uniform Commercial Code and
the  Uniform  Commercial  Code of any  other  applicable  jurisdiction;  (b) the
conveyance  provided for in this Section shall be deemed to be, and hereby is, a
grant by each Seller to the  Purchaser of a security  interest in such  Seller's
right, title and interest,  whether now owned or hereafter  acquired,  in and to
the following:  (A) the Mortgage  Loans sold by such Seller,  including (i) with
respect to each Cooperative Loan, the related Mortgage Note, Security Agreement,
Assignment of Proprietary  Lease,  Cooperative  Stock  Certificate,  Cooperative
Lease,  (ii) with respect to each Mortgage  Loan other than a Cooperative  Loan,
the related Mortgage Note and Mortgage and (iii) any insurance  policies and all
other documents in the related  Mortgage File, (B) all amounts payable  pursuant
to the Mortgage Loans in accordance with the terms thereof,

                                       3
<PAGE>


(C) all proceeds of the conversion,  voluntary or involuntary,  of the foregoing
into cash, instruments,  securities or other property, (D) all accounts, general
intangibles,  chattel paper,  instruments,  documents,  money, deposit accounts,
goods, letters of credit, letter-of-credit rights, oil, gas, and other minerals,
and  investment  property  consisting of, arising from or relating to any of the
foregoing  and (E) all  proceeds of the  foregoing;  (c) the  possession  by the
Trustee, the Custodian or any other agent of the Trustee of any of the foregoing
shall be deemed to be  possession  by the  secured  party,  or  possession  by a
purchaser  or a person  holding  for the  benefit  of such  secured  party,  for
purposes of  perfecting  the  security  interest  pursuant  to the  Pennsylvania
Uniform  Commercial Code, the Delaware  Uniform  Commercial Code and the Uniform
Commercial  Code  of  any  other  applicable  jurisdiction  (including,  without
limitation,  Sections 9-313 and 9-314 thereof); and (d) notifications to persons
holding such  property,  and  acknowledgments,  receipts or  confirmations  from
persons   holding  such  property,   shall  be  deemed   notifications   to,  or
acknowledgments,  receipts or  confirmations  from,  securities  intermediaries,
bailees or agents of, or persons  holding for, the Trustee (as  applicable)  for
the purpose of perfecting  such security  interest  under  applicable  law. Each
Seller shall, to the extent consistent with this Agreement, take such reasonable
actions as may be necessary to ensure that, if this Agreement were determined to
create  a  security  interest  in the  Mortgage  Loans  and the  other  property
described  above,  such security  interest would be determined to be a perfected
security  interest of first priority under applicable law and will be maintained
as such throughout the term of this Agreement.  Without  limiting the generality
of the  foregoing,  each Seller shall  prepare and deliver to the  Purchaser not
less than 15 days prior to any filing date,  and the  Purchaser  shall file,  or
shall cause to be filed, at the expense of each Seller, all filings necessary to
maintain the  effectiveness of any original filings  necessary under the Uniform
Commercial  Code as in effect in any  jurisdiction  to perfect  the  Purchaser's
security  interest in the  Mortgage  Loans,  including  without  limitation  (x)
continuation  statements,  and (y) such other statements as may be occasioned by
(1) any change of name of such Seller or the  Purchaser,  (2) any change of type
or  jurisdiction  of  organization  of such  Seller,  or (3) any transfer of any
interest of such Seller in any Mortgage Loan.

        Notwithstanding  the  foregoing,  (i) GMACM in its  capacity as Servicer
shall  retain all  servicing  rights  (including,  without  limitation,  primary
servicing  and master  servicing)  relating  to or arising  out of the  Mortgage
Loans,  and all rights to receive  servicing  fees,  servicing  income and other
payments made as compensation for such servicing granted to it under the Pooling
and Servicing  Agreement  pursuant to the terms and conditions set forth therein
(collectively,  the  "Servicing  Rights") and (ii) the Servicing  Rights are not
included  in the  collateral  in which the  Sellers  grant a  security  interest
pursuant to the immediately preceding paragraph.

SECTION 4. Record Title and  Possession  of Mortgage  Files.  Each Seller hereby
sells,  transfers,  assigns,  sets over and  conveys to the  Purchaser,  without
recourse,  but subject to the terms of this  Agreement  and each  Seller  hereby
acknowledges that the Purchaser,  subject to the terms of this Agreement,  shall
have all the right,  title and  interest  of such  Seller in and to the  related
Mortgage Loans. From the Closing Date, but as of the Cut-off Date, the ownership
of each Mortgage Loan,  including the Mortgage Note, the Mortgage,  the contents
of the related Mortgage File and all rights, benefits,  proceeds and obligations
arising therefrom or in connection therewith,  has been vested in the Purchaser.
All rights arising out of the Mortgage Loans including,  but not limited to, all
funds  received on or in connection  with the Mortgage  Loans and all records or
documents  with respect to the Mortgage Loans prepared by or which come into the
possession  of the related  Seller  shall be received and held by such Seller in
trust for the  exclusive  benefit of the  Purchaser as the owner of

                                       4
<PAGE>


the Mortgage  Loans.  On and after the Closing Date,  any portion of the related
Mortgage Files or servicing  files related to the Mortgage Loans (the "Servicing
Files")  in either  Seller's  possession  shall be held by GMACM in a  custodial
capacity only for the benefit of the  Purchaser and shall be promptly  delivered
to GMACM in the case of the Mortgage  Files or Servicing  Files in possession of
Witmer.  GMACM shall release its custody of any contents of the related Mortgage
Files or Servicing  Files only in accordance  with written  instructions  of the
Purchaser or the Purchaser's designee.

SECTION 5. Books and Records.  The sale of each Mortgage Loan has been reflected
on each  Seller's  balance  sheet and other  financial  statements  as a sale of
assets by such Seller.  Each Seller shall be responsible  for  maintaining,  and
shall maintain, a complete set of books and records for the Mortgage Loans which
shall be  appropriately  identified in such Seller's  computer system to clearly
reflect the ownership of the Mortgage Loans by the Purchaser.

SECTION 6.     Delivery of Mortgage Notes.

(a) On or prior to the Closing Date, in connection  with the conveyance by GMACM
of the  GMACM  Mortgage  Loans  sold by it and the  conveyance  by Witmer of the
Witmer  Mortgage  Loans sold by it, GMACM shall  deliver to the Purchaser or the
Custodian,  as directed by the  Purchaser,  the  original  Mortgage  Note,  with
respect to each Mortgage Loan so assigned,  endorsed  without recourse in blank,
or in the name of the Trustee as trustee,  and signed by an  authorized  officer
(which  endorsement  shall contain  either an original  signature or a facsimile
signature of an authorized  officer of GMACM,  and if in the form of an allonge,
the  allonge  shall be  stapled  to the  Mortgage  Note),  with all  intervening
endorsements  showing a complete chain of title from the originator to GMACM. If
the Mortgage Loan was acquired by the endorser in a merger, the endorsement must
be by  "____________,  successor  by  merger to [name of  predecessor]".  If the
Mortgage Loan was acquired or originated  by the endorser  while doing  business
under another name, the endorsement must be by  "____________  formerly known as
[previous  name]." The delivery of each  Mortgage  Note to the  Purchaser or the
Custodian is at the expense of GMACM.

               In lieu of delivering  the Mortgage Note relating to any Mortgage
Loan,  the Sellers may  deliver or cause to be  delivered a lost note  affidavit
from the related  Seller or GMACM  stating that the original  Mortgage  Note was
lost,  misplaced  or  destroyed,  and,  if  available,  a copy of each  original
Mortgage Note; provided,  however, that in the case of Mortgage Loans which have
been  prepaid  in full after the  Cut-off  Date and prior to the  Closing  Date,
GMACM, in lieu of delivering the above documents, may deliver to the Purchaser a
certification  to such effect and shall  deposit all amounts  paid in respect of
such Mortgage Loan in the Payment Account on the Closing Date.

(b) If any Mortgage  Note is not delivered to the Purchaser (or the Custodian as
directed by the Purchaser) or the Purchaser discovers any defect with respect to
a Mortgage  Note which  materially  and  adversely  affects the interests of the
Certificateholders in the related Mortgage Loan, the Purchaser shall give prompt
written  specification of such defect or omission to GMACM, and GMACM shall cure
such defect or omission in all material  respects or  repurchase  such  Mortgage
Loan or substitute a Qualified  Substitute Mortgage Loan in the manner set forth
in Section  7.03. It is  understood  and agreed that the  obligation of GMACM to
cure a material  defect in, or substitute  for, or purchase any Mortgage Loan as
to which a material  defect in, or omission of, a Mortgage  Note  exists,  shall
constitute the sole remedy respecting such material defect or omission available
to  the   Purchaser,   Certificateholders   or  the   Trustee   on   behalf   of
Certificateholders.


                                       5
<PAGE>

(c) All  other  documents  contained  in the  Mortgage  File  and  any  original
documents  relating to the Mortgage  Loans not contained in the Mortgage File or
delivered to the  Purchaser,  are and shall be retained by the Servicer in trust
as agent for the Purchaser.

               In the event that in connection  with any Mortgage  Loan: (a) the
original recorded Mortgage (or evidence of submission to the recording  office),
(b) all interim recorded  assignments,  (c) the original  recorded  modification
agreement,  if required,  or (d) evidence of title insurance  (together with all
riders  thereto,  if any) satisfying the  requirements of clause (I)(ii),  (iv),
(vi) or (vii) of the  definition of Mortgage File,  respectively,  is not in the
possession of the Servicer  concurrently  with the execution and delivery hereof
because such document or documents  have not been  returned from the  applicable
public  recording  office,  or, in the case of each such interim  assignment  or
modification  agreement,  because the related  Mortgage has not been returned by
the appropriate recording office, in the case of clause (I)(ii), (iv) or (vi) of
the definition of Mortgage File, or because the evidence of title  insurance has
not been  delivered  to the related  Seller by the title  insurer in the case of
clause  (I)(vii) of the  definition of Mortgage File, the Servicer shall use its
best efforts to obtain,  (A) in the case of clause (I)(ii),  (iv) or (vi) of the
definition of Mortgage File, such original Mortgage, such interim assignment, or
such modification  agreement,  with evidence of recording indicated thereon upon
receipt thereof from the public recording office, or a copy thereof,  certified,
if appropriate,  by the relevant  recording office, or (B) in the case of clause
(I)(vii) of the definition of Mortgage File, evidence of title insurance.

(d) If any of the  documents  held by the Servicer  pursuant to clause (c) above
are  missing or  defective  in any other  respect and such  missing  document or
defect materially and adversely affects the interests of the  Certificateholders
in the related  Mortgage Loan, GMACM shall cure or repurchase such Mortgage Loan
or  substitute a Qualified  Substitute  Mortgage Loan in the manner set forth in
Section 7.03. It is understood and agreed that the obligation of GMACM to cure a
material defect in, or substitute for, or purchase any Mortgage Loan as to which
a  material  defect in or  omission  of a  constituent  document  exists,  shall
constitute the sole remedy respecting such material defect or omission available
to  the   Purchaser,   Certificateholders   or  the   Trustee   on   behalf   of
Certificateholders.

(e) If any assignment is lost or returned  unrecorded to the Servicer because of
any defect  therein,  GMACM shall  prepare a substitute  assignment or cure such
defect,  as the case may be, and the Servicer shall cause such  assignment to be
recorded in accordance with this Section.

SECTION 7.     Representations and Warranties.

SECTION 7.01.  Representations and Warranties of Sellers.  (i) GMACM represents,
warrants  and  covenants to the  Purchaser  that as of the Closing Date or as of
such date specifically provided herein:

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

               (b) GMACM has the power and authority to make,  execute,  deliver
and perform its  obligations  under this  Agreement and all of the  transactions
contemplated under this Agreement,

                                       6
<PAGE>


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

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

               (d) No litigation before any court, tribunal or governmental body
is currently pending, nor to the knowledge of GMACM is threatened against GMACM,
nor is there any such  litigation  currently  pending,  nor to the  knowledge of
GMACM  threatened  against  GMACM  with  respect to this  Agreement  that in the
opinion of GMACM has a reasonable  likelihood of resulting in a material adverse
effect on the transactions contemplated by this Agreement;

               (e) No consent, approval,  authorization or order of any court or
governmental  agency  or  body  is  required  for the  execution,  delivery  and
performance by GMACM of or compliance by GMACM with this Agreement,  the sale of
the Mortgage Loans or the consummation of the transactions  contemplated by this
Agreement except for consents,  approvals,  authorizations and orders which have
been obtained;

               (f) The  consummation  of the  transactions  contemplated by this
Agreement  is in the  ordinary  course of business of GMACM,  and the  transfer,
assignment and  conveyance of the Mortgage  Notes and the Mortgages  relating to
the GMACM  Mortgage Loans by GMACM pursuant to this Agreement are not subject to
bulk transfer or any similar  statutory  provisions in effect in any  applicable
jurisdiction;

               (g) GMACM did not select such Mortgage  Loans in a manner that it
reasonably  believed was adverse to the interests of the Purchaser  based on the
related Seller's portfolio of conventional non-conforming Mortgage Loans;

               (h)  GMACM  will  treat  the  sale of the  Mortgage  Loans to the
Purchaser as a sale for  reporting  and  accounting  purposes and, to the extent
appropriate, for federal income tax purposes;

               (i) GMACM is an approved  seller/servicer of residential mortgage
loans for Fannie Mae and Freddie Mac. GMACM is in good standing to sell mortgage
loans to and service  mortgage loans for Fannie Mae and Freddie Mac and no event
has  occurred  which  would  make  GMACM  unable  to  comply  with   eligibility
requirements or which would require notification to either Fannie Mae or Freddie
Mac;


                                       7
<PAGE>

               (j) No written  statement,  report or other document furnished or
to be furnished pursuant to the Agreement contains or will contain any statement
that is or will be inaccurate or misleading in any material respect; and

               (k)  GMACM,  as  Administrator   under  the  LLC  Agreement,   is
authorized to execute this Agreement on behalf of Witmer.

        (ii) Witmer represents,  warrants and covenants to the Purchaser that as
of the Closing Date or as of such date specifically provided herein:

               (a) Witmer is a limited  liability  company duly formed,  validly
existing and in good standing under the laws of the State of Delaware;

               (b) Witmer has the power and authority to make, execute,  deliver
and perform its  obligations  under this  Agreement and all of the  transactions
contemplated under this Agreement, and has taken all necessary limited liability
company  action to authorize the  execution,  delivery and  performance  of this
Agreement;  this Agreement  constitutes a legal, valid and binding obligation of
Witmer,  enforceable  against  Witmer 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;

               (c) The  execution  and delivery of this  Agreement by Witmer and
its performance and compliance with the terms of this Agreement will not violate
Witmer's  Certificate of Formation or the LLC Agreement 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 Witmer is a party or
which may be applicable to Witmer or any of its assets;

               (d) No litigation before any court, tribunal or governmental body
is  currently  pending,  nor to the  knowledge of Witmer is  threatened  against
Witmer, nor is there any such litigation currently pending, nor to the knowledge
of Witmer  threatened  against Witmer with respect to this Agreement that in the
opinion of Witmer has a reasonable likelihood of resulting in a material adverse
effect on the transactions contemplated by this Agreement;

               (e) No consent, approval,  authorization or order of any court or
governmental  agency  or  body  is  required  for the  execution,  delivery  and
performance by Witmer of or compliance by Witmer with this  Agreement,  the sale
of the Mortgage Loans or the  consummation of the  transactions  contemplated by
this Agreement except for consents,  approvals,  authorizations and orders which
have been obtained;

               (f) The  consummation  of the  transactions  contemplated by this
Agreement is in the  ordinary  course of business of Witmer,  and the  transfer,
assignment and  conveyance of the Mortgage  Notes and the Mortgages  relating to
the Witmer  Mortgage Loans by Witmer  pursuant to this Agreement are not subject
to bulk transfer or any similar statutory provisions in effect in any applicable
jurisdiction; and

                                       8
<PAGE>

               (g)  Witmer  will  treat  the sale of the  Mortgage  Loans to the
Purchaser as a sale for  reporting  and  accounting  purposes and, to the extent
appropriate, for federal income tax purposes.

SECTION 7.02.  Representations  and Warranties as to Individual  Mortgage Loans.
(i) GMACM hereby  represents and warrants to the Purchaser,  as to each Mortgage
Loan (except as otherwise specified below), as of the Closing Date, as follows:

     (a) The  information  set  forth in the  Mortgage  Loan  Schedule  is true,
complete and correct in all material respects as of the Cut-off Date;

               (b) The  original  mortgage,  deed of trust or other  evidence of
indebtedness (the "Mortgage") creates a first lien on an estate in fee simple or
a leasehold  interest in real property  securing the related Mortgage Note, free
and clear of all adverse claims, liens and encumbrances having priority over the
first  lien of the  Mortgage  subject  only to (1)  the  lien of  non-delinquent
current  real  property  taxes  and  assessments  not yet due and  payable,  (2)
covenants,  conditions  and  restrictions,  rights of way,  easements  and other
matters of public  record as of the date of recording  which are  acceptable  to
mortgage  lending  institutions  generally,  and (3) other matters to which like
properties  are commonly  subject  which do not  materially  interfere  with the
benefits of the  security  intended  to be provided by the  Mortgage or the use,
enjoyment, value or marketability of the related Mortgaged Property;

               (c) The Mortgage Loan has not been delinquent thirty (30) days or
more at any time during the twelve (12) month  period  prior to the Cut-off Date
for such  Mortgage  Loan.  As of the  Closing  Date,  the  Mortgage  Loan is not
delinquent in payment more than 30 days and has not been  dishonored;  there are
no defaults  under the terms of the  Mortgage  Loan;  and GMACM has not advanced
funds, or induced,  solicited or knowingly  received any advance of funds from a
party other than the owner of the  Mortgaged  Property  subject to the Mortgage,
directly or indirectly,  for the payment of any amount  required by the Mortgage
Loan;

               (d)  There are no  delinquent  taxes  which are due and  payable,
ground rents,  assessments or other  outstanding  charges  affecting the related
Mortgaged Property;

               (e) The Mortgage  Note and the Mortgage  have not been  impaired,
waived, altered or modified in any respect,  except by written instruments which
have been recorded to the extent any such  recordation is required by applicable
law or is necessary to protect the  interests of the  Purchaser,  and which have
been  approved  by the  title  insurer  and the  primary  mortgage  insurer,  as
applicable, and copies of which written instruments are included in the Mortgage
File.  No other  instrument  of  waiver,  alteration  or  modification  has been
executed, and no Mortgagor has been released by GMACM or, to the best of GMACM's
knowledge,  by any other  person,  in whole or in part,  from the terms  thereof
except in connection with an assumption agreement, which assumption agreement is
part of the Mortgage  File and the terms of which are  reflected on the Mortgage
Loan Schedule;

               (f) The  Mortgage  Note and the  Mortgage  are not subject to any
right of rescission,  set-off, counterclaim or defense, including the defense of
usury,  nor will the  operation of any of the terms of the Mortgage Note and the
Mortgage,  or the exercise of any right thereunder,  render the Mortgage Note or
Mortgage  unenforceable,  in  whole  or in  part,  or  subject  to any  right of


                                       9
<PAGE>

rescission,  set-off,  counterclaim or defense,  including the defense of usury,
and no such right of  rescission,  set-off,  counterclaim  or  defense  has been
asserted with respect thereto;

               (g) All buildings  upon the  Mortgaged  Property are insured by a
generally  acceptable insurer pursuant to standard hazard policies conforming to
the  requirements  of Fannie  Mae and  Freddie  Mac.  All such  standard  hazard
policies  are in effect  and on the date of  origination  contained  a  standard
mortgagee  clause naming GMACM and its  successors in interest as loss payee and
such clause is still in effect. If the Mortgaged  Property is located in an area
identified by the Federal  Emergency  Management  Agency as having special flood
hazards  under the Flood  Disaster  Protection  Act of 1973,  as  amended,  such
Mortgaged  Property  is covered by flood  insurance  by a  generally  acceptable
insurer in an amount not less than the  requirements  of Fannie Mae and  Freddie
Mac.  The  Mortgage  obligates  the  Mortgagor  thereunder  to maintain all such
insurance at the Mortgagor's cost and expense, and on the Mortgagor's failure to
do so,  authorizes  the holder of the Mortgage to maintain such insurance at the
Mortgagor's  cost  and  expense  and to seek  reimbursement  therefor  from  the
Mortgagor;

               (h) Any and all  requirements of any federal,  state or local law
including, without limitation, usury,  truth-in-lending,  real estate settlement
procedures,  consumer credit protection,  equal credit opportunity or disclosure
laws  applicable  to the Mortgage  Loan have been  complied with in all material
respects;

               (i)  The   Mortgage   has  not  been   satisfied,   canceled   or
subordinated,  in whole or in part, or rescinded, and the Mortgaged Property has
not been released from the lien of the Mortgage, in whole or in part nor has any
instrument  been  executed  that would  effect any such  satisfaction,  release,
cancellation, subordination or rescission;

               (j) The Mortgage  Note and the related  Mortgage are original and
genuine  and each is the  legal,  valid  and  binding  obligation  of the  maker
thereof,  enforceable  in all respects in  accordance  with its terms subject to
bankruptcy,  insolvency  and other laws of  general  application  affecting  the
rights of  creditors.  All parties to the Mortgage Note and the Mortgage had the
legal  capacity to enter into the  Mortgage  Loan and to execute and deliver the
Mortgage  Note and the  Mortgage.  The Mortgage  Note and the Mortgage have been
duly and properly  executed by such  parties.  The proceeds of the Mortgage Note
have been  fully  disbursed  and there is no  requirement  for  future  advances
thereunder;

               (k)  (i)  With  respect  to  each  Witmer   Mortgage   Loan,  (A)
immediately prior to the transfer and assignment to the Purchaser,  the Mortgage
Note and the Mortgage were not subject to an  assignment  or pledge,  except for
any assignment or pledge that had been satisfied and released,  (B)  immediately
prior to the  assignment  of such  Mortgage  Loan to Witmer,  GMACM had good and
marketable title thereto and was the sole owner thereof,  and (C) GMACM had full
right to transfer and sell the  Mortgage  Loan  pursuant to the Witmer  Purchase
Agreement free and clear of any encumbrance, equity, lien, pledge, charge, claim
or security  interest;  and (ii) with respect to each GMACM  Mortgage  Loan, (A)
immediately prior to the transfer and assignment to the Purchaser,  the Mortgage
Note and the Mortgage were not subject to an  assignment  or pledge,  except for
any  assignment or pledge that had been  satisfied  and released,  (B) GMACM had
good and  marketable  title to and was the sole owner  thereof and (C) GMACM had
full right to transfer  and sell the  Mortgage  Loan to the  Purchaser  free and
clear of any  encumbrance,  equity,  lien,  pledge,  charge,  claim or  security
interest;

                                       10
<PAGE>

               (l) The  Mortgage  Loan is  covered  by an  ALTA  lender's  title
insurance policy or other generally acceptable form of policy of insurance, with
all necessary  endorsements,  issued by a title insurer qualified to do business
in the jurisdiction where the Mortgaged  Property is located,  insuring (subject
to the  exceptions  contained in clause (b) (1), (2) and (3) above)  GMACM,  its
successors  and assigns,  as to the first  priority  lien of the Mortgage in the
original  principal  amount of the Mortgage Loan.  Such title  insurance  policy
affirmatively  insures ingress and egress and against  encroachments  by or upon
the  Mortgaged  Property or any interest  therein.  GMACM is the sole insured of
such lender's title insurance policy,  such title insurance policy has been duly
and validly  endorsed to the  Purchaser or the  assignment  to the  Purchaser of
GMACM's  interest therein does not require the consent of or notification to the
insurer and such lender's title insurance policy is in full force and effect and
will be in full  force and  effect  upon the  consummation  of the  transactions
contemplated  by this  Agreement.  No claims have been made under such  lender's
title insurance policy, and no prior holder of the related Mortgage has done, by
act or omission, anything which would impair the coverage of such lender's title
insurance policy;

               (m) To GMACM's knowledge,  there is no default, breach, violation
or event of  acceleration  existing  under the Mortgage or the related  Mortgage
Note and no  event  which,  with  the  passage  of time or with  notice  and the
expiration  of any grace or cure period,  would  constitute  a default,  breach,
violation  or event  permitting  acceleration;  and neither  GMACM nor any prior
mortgagee  has  waived  any  default,  breach,  violation  or  event  permitting
acceleration;

               (n) To  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 to or equal to the
lien of the related Mortgage;

               (o) To GMACM's knowledge,  all improvements lie wholly within the
boundaries and building  restriction lines of the Mortgaged Property (and wholly
with the project  with respect to a  condominium  unit) and no  improvements  on
adjoining properties encroach upon the Mortgaged Property except those which are
insured  against by the title  insurance  policy referred to in clause (l) above
and all  improvements  on the  property  comply with all  applicable  zoning and
subdivision laws and ordinances;

     (p)  The  Mortgage   Loan  is  a   "qualified   mortgage"   under   Section
860(G)(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1);

               (q) The Mortgage  Loan was  originated by GMACM or by an eligible
correspondent of GMACM. The Mortgage Loan complies in all material respects with
all the terms,  conditions and requirements of GMACM's underwriting standards in
effect at the time of  origination of such Mortgage Loan. The Mortgage Notes and
Mortgages are on uniform  Fannie  Mae/Freddie  Mac  instruments  or are on forms
acceptable to Fannie Mae or Freddie Mac;

               (r)  The  Mortgage  Loan  contains  the  usual  and   enforceable
provisions of the originator at the time of origination for the  acceleration of
the payment of the unpaid principal amount if the related Mortgaged  Property is
sold without the prior  consent of the mortgagee  thereunder.  The Mortgage Loan
has an  original  term to  maturity  of not more  than 30 years,  with  interest
payable in arrears on the first day of each month. Except as otherwise set forth
on the  Mortgage  Loan  Schedule,  the Mortgage  Loan does not contain  terms or
provisions which would result in negative  amortization  nor contain  "graduated
payment" features or "buydown" features;

                                       11
<PAGE>


               (s) To GMACM's  knowledge,  the Mortgaged Property at origination
of the  Mortgage  Loan was and  currently  is free of  damage  and  waste and at
origination  of the  Mortgage  Loan  there  was,  and  there  currently  is,  no
proceeding pending for the total or partial condemnation thereof;

               (t) The related Mortgage contains enforceable  provisions such as
to render  the rights  and  remedies  of the  holder  thereof  adequate  for the
realization  against  the  Mortgaged  Property of the  benefits of the  security
provided thereby,  including, (1) in the case of a Mortgage designated as a deed
of trust, by trustee's sale, and (2) otherwise by judicial foreclosure. To GMACM
s knowledge, there is no homestead or other exemption available to the Mortgagor
which  would  interfere  with  the  right to sell the  Mortgaged  Property  at a
trustee's sale or the right to foreclose the Mortgage;

               (u) If the Mortgage constitutes a deed of trust, a trustee,  duly
qualified if required  under  applicable  law to act as such,  has been properly
designated and currently so serves and is named in the Mortgage,  and no fees or
expenses are or will become  payable by the  Purchaser to the trustee  under the
deed of trust, except in connection with a trustees sale or attempted sale after
default by the Mortgagor;

               (v) If required by the applicable  processing style, the Mortgage
File  contains an appraisal of the related  Mortgaged  Property  made and signed
prior to the final  approval of the mortgage  loan  application  by an appraiser
that is  acceptable  to Fannie Mae or Freddie  Mac and  approved  by GMACM.  The
appraisal,  if applicable,  is in a form  generally  acceptable to Fannie Mae or
Freddie Mac;

               (w)  To  GMACM's  knowledge,  each  of the  Mortgaged  Properties
consists  of a single  parcel of real  property  with a  detached  single-family
residence erected thereon, or a two- to four-family  dwelling,  a townhouse,  an
individual  condominium unit in a condominium  project,  an individual unit in a
planned  unit  development  or a  proprietary  lease  on a  cooperatively  owned
apartment and stock in the related cooperative corporation. Any condominium unit
or planned  unit  development  either  conforms  with  applicable  Fannie Mae or
Freddie Mac  requirements  regarding  such  dwellings  or is covered by a waiver
confirming that such  condominium unit or planned unit development is acceptable
to Fannie Mae or Freddie Mac or is otherwise "warrantable" with respect thereto.
No such residence is a mobile home or manufactured dwelling;

               (x) The ratio of the original outstanding principal amount of the
Mortgage  Loan to the  lesser  of the  appraised  value (or  stated  value if an
appraisal  was not a  requirement  of the  applicable  processing  style) of the
Mortgaged  Property  at  origination  or the  purchase  price  of the  Mortgaged
Property  securing  each  Mortgage  Loan (the  "Loan-to-Value  Ratio") is not in
excess of 95.00%. The original  Loan-to-Value Ratio of each Mortgage Loan either
was not more than  80.00% or the  excess  over  80.00% is  insured as to payment
defaults by a primary  mortgage  insurance  policy issued by a primary  mortgage
insurer acceptable to Fannie Mae and Freddie Mac;

               (y) GMACM is either,  and each Mortgage Loan was originated by, a
savings and loan  association,  savings  bank,  commercial  bank,  credit union,
insurance  company or similar  institution which is supervised and examined by a
federal or State  authority,  or by a  mortgagee  approved by the  Secretary  of
Housing and Urban  Development  pursuant to Section 203 and 211 of the  National
Housing Act;

                                       12
<PAGE>


               (z) The  origination,  collection  and servicing  practices  with
respect to each Mortgage  Note and Mortgage  have been in all material  respects
legal, normal and usual in GMACM's general mortgage servicing  activities.  With
respect to escrow deposits and payments that GMACM  collects,  all such payments
are in the  possession  of, or under the control of,  GMACM,  and there exist no
deficiencies  in  connection  therewith  for which  customary  arrangements  for
repayment  thereof have not been made.  No escrow  deposits or other  charges or
payments due under the Mortgage Note have been capitalized under any Mortgage or
the related Mortgage Note;

               (aa) No  fraud  or  misrepresentation  of a  material  fact  with
respect to the  origination  of a Mortgage  Loan has taken  place on the part of
GMACM; and

               (bb) If any of the  Mortgage  Loans are  secured  by a  leasehold
interest, with respect to each leasehold interest:  residential property in such
area  consisting  of  leasehold  estates  is  readily  marketable;  the lease is
recorded and is in full force and effect and is not subject to any prior lien or
encumbrance by which the leasehold  could be terminated or subject to any charge
or penalty; and the remaining term of the lease does not terminate less than ten
years after the maturity date of such Mortgage Loan.

        With  respect to  Section  7.02(i),  representations  made by GMACM with
respect to the Witmer Mortgage Loans, made as of the Cut-off Date or the Closing
Date are made by GMACM in its  capacity  as Servicer  under the Witmer  Purchase
Agreement.  Representations  made by GMACM with  respect to the Witmer  Mortgage
Loans  sold by  Witmer  and made as of any  other  date are made by GMACM in its
capacity as seller of Witmer Mortgage Loans to Witmer.

        (ii) Witmer hereby represents and warrants to the Purchaser,  as to each
Witmer Mortgage Loan, as of the Closing Date, as follows:

               With respect to each Witmer Mortgage Loan, (A) immediately  prior
to the transfer  and  assignment  to the  Purchaser,  the Mortgage  Note and the
Mortgage were not subject to an assignment or pledge,  except for any assignment
or  pledge  that had  been or is,  concurrently  with  the  sale and  assignment
hereunder,  satisfied and released;  (B) immediately prior to assignment of such
Mortgage Loan, Witmer had good title thereto;  and (C) immediately prior to such
assignment  Witmer  had good  and  marketable  title  to and was the sole  owner
thereof  and had full  right to  transfer  and  sell  the  Mortgage  Loan to the
Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim
or security interest, except for any encumbrance,  equity, lien, pledge, charge,
claim or security  interest that had been or is,  concurrently with the sale and
assignment hereunder, satisfied and released.

SECTION 7.03.  Repurchase.  It is understood and agreed that the representations
and warranties set forth in Sections 7.01 and 7.02 shall survive the sale of the
Mortgage  Loans to the  Purchaser  and  delivery  of the related  Mortgage  Loan
documents to the  Purchaser or its  designees  and shall inure to the benefit of
the Purchaser,  notwithstanding any restrictive or qualified  endorsement on any
Mortgage  Note or  Assignment  or the  examination  of any Mortgage  File.  Upon
discovery  by  either  Seller,  GMACM  or  the  Purchaser  of a  breach  of  the
representations  and warranties made by the applicable  Seller or GMACM, or upon
the  occurrence  of a  Repurchase  Event,  in either case which  materially  and
adversely  affects  interests  of the  Purchaser or its assignee in any Mortgage
Loan, the party  discovering such breach or occurrence shall give prompt written

                                       13
<PAGE>

notice to the other parties.  If the substance of any representation or warranty
has been breached, the repurchase obligation set forth in the provisions of this
Section 7.03 shall apply  notwithstanding  any qualification as to the knowledge
of the applicable Seller or GMACM.  Following  discovery or receipt of notice of
any such breach of a  representation  or warranty made by Witmer or GMACM or the
occurrence of a Repurchase Event,  GMACM or Witmer, as applicable,  shall either
(i) cure such breach in all material  respects within 90 days from the date such
Person was notified of such breach or (ii)  repurchase such Mortgage Loan at the
related  Purchase Price within 90 days from the date such Person was notified of
such breach; provided, however, that GMACM or Witmer, as applicable,  shall have
the option to substitute a Qualified  Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date;  and  provided  further that if the breach or  occurrence  would cause the
Mortgage  Loan to be other  than a  "qualified  mortgage"  as defined in Section
860G(a)(3) of the Code,  any such cure,  repurchase or  substitution  must occur
within 90 days from the earlier of the date the breach was discovered or receipt
of notice of any such breach.  In the event that any such breach  shall  involve
any  representation  or warranty set forth in Section 7.01 or those  relating to
the Mortgage Loans or a portion thereof in the aggregate, and such breach cannot
be cured within  ninety days of the earlier of either  discovery by or notice to
the applicable Seller or GMACM, as the case may be, of such breach, all Mortgage
Loans  affected  by the  breach  shall,  at the  option  of  the  Purchaser,  be
repurchased  by such Seller or GMACM,  as  applicable,  at the Purchase Price or
substituted  for in accordance with this Section 7.03. If GMACM or Witmer elects
to  substitute  a  Qualified  Substitute  Mortgage  Loan or Loans  for a Deleted
Mortgage Loan  pursuant to this Section  7.03,  such Person shall deliver to the
Custodian with respect to such Qualified  Substitute Mortgage Loan or Loans, the
original  Mortgage  Note  endorsed  as required by Section 6, and such Seller or
GMACM,  as  applicable,  shall  deliver  to the  Servicer  with  respect to such
Qualified Substitute Mortgage Loan, the Mortgage,  an Assignment of the Mortgage
in recordable  form if required  pursuant to Section 6, and such other documents
and agreements as are required to be held by the Servicer pursuant to Section 6.
No substitution will be made in any calendar month after the Determination  Date
for such  month.  Monthly  Payments  due with  respect to  Qualified  Substitute
Mortgage Loans in the month of substitution  shall not be part of the Trust Fund
and will be retained by the Servicer and remitted by the Servicer to such Seller
on the  next  succeeding  Distribution  Date.  For the  month  of  substitution,
distributions to the Certificateholders  will include the Monthly Payment due on
a Deleted  Mortgage Loan for such month and thereafter  such Seller or GMACM, as
applicable,  shall be entitled to retain all amounts received in respect of such
Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage
Loan or Loans shall be subject to the terms of this  Agreement in all  respects,
such  Seller  and GMACM  shall be deemed  to have made the  representations  and
warranties  contained in this Agreement with respect to the Qualified Substitute
Mortgage Loan or Loans and that such Mortgage Loans so substituted are Qualified
Substitute Mortgage Loans as of the date of substitution.  In furtherance of the
foregoing,  if GMACM or the Seller that  repurchases  or  substitutes a Mortgage
Loan is no longer a member of MERS and the Mortgage is registered on the MERS(R)
System,  the  Purchaser,  at the  expense  of GMACM  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
applicable  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 of a  repurchase  by either  Seller or GMACM  pursuant to this
Section  7.03,  the  Purchaser  shall (i) forward or cause to be  forwarded  the
Mortgage

                                       14
<PAGE>

File for the related Mortgage Loan to such Seller or GMACM, as the case
may be, which shall include the Mortgage Note endorsed  without recourse to such
Seller or its  designee,  (ii) cause the  Servicer  to release to such Seller or
GMACM, as the case may be, any remaining  documents in the related Mortgage File
which are held by the  Servicer,  and (iii)  forward or cause to be forwarded an
assignment in favor of such Seller or GMACM, as the case may be, or its designee
of the Mortgage in recordable  form and  acceptable to such Seller or GMACM,  as
the case may be, in form and substance and such other  documents or  instruments
of transfer or assignment as may be necessary to vest in Witmer or GMACM, as the
case may be, or its respective designee title to any such Mortgage Loan (or with
respect to any  Mortgage  registered  on the MERS(R)  System,  if such Seller or
GMACM,  as the case may be, is still a member of MERS, the Purchaser shall cause
MERS to show such Seller or GMACM,  as the case may be, as the owner of record).
The  Purchaser  shall cause the related  Mortgage  File to be  forwarded to such
Seller or GMACM,  as the case may be,  immediately  after receipt of the related
Purchase  Price by wire transfer of  immediately  available  funds to an account
specified by the Purchaser.

        It is understood and agreed that the obligation of each Seller or GMACM,
as the case may be, to cure such breach or purchase (or to substitute  for) such
Mortgage  Loan as to which such a breach has  occurred and is  continuing  shall
constitute the sole remedy  respecting such breach available to the Purchaser or
the Trustee on behalf of the Certificateholders.

SECTION 8. Notices. All demands,  notices and communications  hereunder shall be
in writing and shall be deemed to have been duly given when  deposited,  postage
prepaid,  in the United States mail, if mailed by registered or certified  mail,
return receipt requested,  or when received,  if delivered by private courier to
another party,  at the related  address shown on the first page hereof,  or such
other address as may hereafter be furnished to the parties by like notice.

SECTION 9. Severability of Provisions.  Any provision of this Agreement which is
prohibited  or  unenforceable  or is held to be  void  or  unenforceable  in any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or   unenforceability  in  any
jurisdiction   as  to  any  Mortgage   Loan  shall  not   invalidate  or  render
unenforceable such provision in any other jurisdiction.  To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.

SECTION 10.  Counterparts;  Entire  Agreement.  This  Agreement  may be executed
simultaneously  in any number of counterparts.  Each counterpart shall be deemed
to be an original,  and all such counterparts  shall constitute one and the same
instrument.  This Agreement is the entire agreement between the parties relating
to  the  subject   matter  hereof  and   supersedes   any  prior   agreement  or
communications between the parties.

SECTION 11. Place of Delivery and Governing Law. This Agreement  shall be deemed
in effect when  counterparts  hereof  have been  executed by each of the parties
hereto.  This  Agreement  shall be  deemed to have been made in the State of New
York. This Agreement 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 the  laws of the  State of New  York,
without giving effect to its conflict of law rules.

                                       15
<PAGE>

SECTION 12.  Successors  and Assigns;  Assignment of Agreement.  This  Agreement
shall bind and inure to the benefit of and be  enforceable by the parties hereto
and their  respective  successors and assigns;  provided that this Agreement may
not be assigned, pledged or hypothecated by each Seller to a third party without
the prior written consent of the Purchaser.

SECTION 13. Waivers;  Other  Agreements.  No term or provision of this Agreement
may be waived or modified  unless such waiver or  modification is in writing and
signed by the party  against  whom such waiver or  modification  is sought to be
enforced.

SECTION 14. Survival. The provisions of this Agreement shall survive the Closing
Date and the delivery of the Mortgage  Loans,  and for so long  thereafter as is
necessary  (including,  subsequent to the  assignment of the Mortgage  Loans) to
permit  the  parties  to  exercise  their  respective  rights or  perform  their
respective obligations hereunder.


                                       16
<PAGE>


DOCSNY1:831405.3                              -1-
12903115 02935435



12903115 02935435

        IN WITNESS  WHEREOF,  the Sellers and the  Purchaser  have caused  their
names to be signed hereto by their respective officers thereunto duly authorized
as of the date first above written.

                                  GMAC MORTGAGE CORPORATION, as Seller


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

                                  WITMER FUNDING LLC, as Seller
                                  BY: GMAC MORTGAGE CORPORATION, as
                                  Administrator


                                  By:    /s/ Patricia C. Taylor
                                  Name:  Patricia C. Taylor
                                  Title: Senior Vice President


                                  RESIDENTIAL ASSET MORTGAGE PRODUCTS,
                                  INC., as Purchaser


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




                                       17
<PAGE>



                                   SCHEDULE I

                             MORTGAGE LOAN SCHEDULE



<PAGE>


                                  SCHEDULE I-A

                          GMACM MORTGAGE LOAN SCHEDULE


<PAGE>


                                  SCHEDULE I-B

                          WITMER MORTGAGE LOAN SCHEDULE