MORTGAGE LOAN PURCHASE AGREEMENT

        This is a Mortgage Loan Purchase Agreement (the "Agreement") dated as of
August  23,  2001 by and  between  GMAC  Mortgage  Corporation,  a  Pennsylvania
corporation,  having an office at 100 Witmer Road,  Horsham,  Pennsylvania 19044
(the  "Seller")  and  Residential  Asset  Mortgage  Products,  Inc.,  a Delaware
corporation,   and  having  an  office  at  8400   Normandale   Lake  Boulevard,
Minneapolis, Minnesota 55437 (the "Purchaser").

        The Seller agrees to sell to the  Purchaser and the Purchaser  agrees to
purchase from the Seller certain mortgage loans on a servicing-retained basis as
described  herein (the  "Mortgage  Loans").  The following  terms are defined as
follows:

<TABLE>
<CAPTION>

<S>     <C>                                      <C>
        Aggregate Principal Balance
        (as of the Cut-Off Date):                $297,350,857.71  (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 Seller
                                                 as of the close of business on such date).
        Closing Date:                            August 23,  2001, or such other date as may be
                                                 agreed upon by the parties hereto.

        Cut-Off Date:                            August 1, 2001.

        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 August 23,  2001, 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 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>

<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.  The Seller agrees to
sell to the  Purchaser  and the  Purchaser  agrees to  purchase  from the Seller
certain  Mortgage  Loans  having  an  aggregate  amount  equal to the  Aggregate
Principal Balance as of the Cut-Off Date.

SECTION 2.  Mortgage Loan  Schedule.  The Seller has provided to the Purchaser a
schedule  setting forth all of the Mortgage Loans to be purchased on the Closing
Date under this  Agreement,  which shall be  attached  hereto as Schedule I (the
"Mortgage Loan Schedule").

SECTION 3. Purchase Price of Mortgage  Loans.  The purchase price (the "Purchase
Price") to be paid to the Seller by the Purchaser  for the Mortgage  Loans shall
be the sum of (i) $295,115,515.17 and (ii) the Class PO Certificates,  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 cash portion of the  purchase  price shall be paid by
wire transfer of immediately  available funds on the Closing Date to the account
specified by the Seller.

        The Purchaser and Seller intend that the conveyance by the Seller to the
Purchaser  of all its right,  title and  interest in and to the  Mortgage  Loans
pursuant to this Agreement shall be, and be construed as, a sale of the Mortgage
Loans by the 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 the  Seller  to the  Purchaser  to secure a debt or other  obligation  of the
Seller. However, in the event that the Mortgage Loans are held to be property of
the 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  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
the Seller to the Purchaser of a security interest in all of the Seller's right,
title and  interest,  whether  now owned or  hereafter  acquired,  in and to the
following:   (A)  the  Mortgage  Loans,  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,  (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 and the
Uniform Commercial Code of any other applicable jurisdiction (including, without


                                       2
<PAGE>

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. The
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, the 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 the  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 the Seller or the Purchaser, (2) any change of type or
jurisdiction of organization of the Seller,  or (3) any transfer of any interest
of the Seller in any Mortgage Loan.

        Notwithstanding  the  foregoing,  (i)  the  Seller  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 Seller  grants a security  interest
pursuant to the immediately preceding paragraph.

SECTION 4. Record Title and  Possession  of Mortgage  Files.  The Seller  hereby
sells,  transfers,  assigns,  sets over and  conveys to the  Purchaser,  without
recourse,  but  subject to the terms of this  Agreement  and the  Seller  hereby
acknowledges that the Purchaser,  subject to the terms of this Agreement,  shall
have all the right,  title and  interest  of the  Seller in and to the  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 Seller  shall be received and held by the Seller in trust for
the exclusive  benefit of the Purchaser as the owner of 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
Seller's possession shall be held by Seller in a custodial capacity only for the
benefit of the  Purchaser.  The Seller 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.


                                       3
<PAGE>

SECTION 5. Books and Records.  The sale of each Mortgage Loan has been reflected
on the Seller's balance sheet and other financial statements as a sale of assets
by the  Seller.  The 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 the 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,  the Seller 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 the  Seller,  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 the Seller.  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 the Seller.

               In lieu of delivering  the Mortgage Note relating to any Mortgage
Loan,  the Seller may deliver a lost note affidavit from the Seller 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, the Seller, 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 the Seller,  and the Seller
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
the Seller 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.

(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


                                       4
<PAGE>

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  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, the Seller 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 the Seller
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,  the Seller 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 Seller. The Seller represents,
warrants  and  covenants to the  Purchaser  that as of the Closing Date or as of
such date specifically provided herein:

               (a) The Seller 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) The  Seller  has the power and  authority  to make,  execute,
deliver  and  perform  its  obligations  under  this  Agreement  and  all of the
transactions  contemplated  under this  Agreement,  and has taken all  necessary
corporate  action to authorize the execution,  delivery and  performance of this
Agreement;  this Agreement  constitutes a legal, valid and binding obligation of
the Seller,  enforceable against the Seller 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 the Seller
and its  performance  and  compliance  with the terms of this Agreement will not
violate the Seller's  Certificate  of  Incorporation  or Bylaws or  constitute a

                                       5
<PAGE>

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 the Seller is a
party or which may be applicable to the Seller or any of its assets;

               (d) No litigation before any court, tribunal or governmental body
is currently  pending,  nor to the knowledge of the Seller is threatened against
the  Seller,  nor is there any such  litigation  currently  pending,  nor to the
knowledge  of the Seller  threatened  against  the Seller  with  respect to this
Agreement  that in the  opinion  of the Seller 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 the Seller of or compliance  by the Seller 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 the Seller, and the transfer,
assignment  and conveyance of the Mortgage Notes and the Mortgages by the Seller
pursuant  to this  Agreement  are not  subject to bulk  transfer  or any similar
statutory provisions in effect in any applicable jurisdiction;

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

               (h) The Seller 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) The  Seller is an  approved  seller/servicer  of  residential
mortgage loans for Fannie Mae and Freddie Mac. The Seller 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 the Seller  unable to comply  with
eligibility  requirements  or which would require  notification to either Fannie
Mae or Freddie Mac; and

               (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.

SECTION 7.02.  Representations  and Warranties as to Individual  Mortgage Loans.
The Seller hereby represents and warrants to the Purchaser,  as to each Mortgage
Loan, 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


                                       6
<PAGE>

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 the  Seller  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,  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
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 the Seller 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;


                                       7
<PAGE>

               (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)  Immediately  prior to the  transfer  and  assignment  to the
Purchaser,  the Mortgage Note and the Mortgage were not subject to an assignment
or  pledge,  and the Seller  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;

               (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) the Seller,
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.  The Seller 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
the Seller'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 the  Seller'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 the Seller nor any prior
mortgagee  has  waived  any  default,  breach,  violation  or  event  permitting
acceleration;

               (n) To the Seller'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;

                                       8
<PAGE>

               (o) To the Seller'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 the  Seller  or by an
eligible correspondent of the Seller. The Mortgage Loan complies in all material
respects  with  all the  terms,  conditions  and  requirements  of the  Seller'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;

               (s)  To  the  Seller'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 the
Seller'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 the Seller.  The
appraisal,  if applicable,  is in a form  generally  acceptable to Fannie Mae or
Freddie Mac;

                                       9
<PAGE>

               (w) To the Seller'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) The Seller 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;

               (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 the Seller's general mortgage servicing  activities.
With respect to escrow deposits and payments that the Seller collects,  all such
payments  are in the  possession  of, or under the control  of, the Seller,  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 the
Seller; 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.

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 of Mortgage or the examination of any Mortgage File.
Upon  discovery by either the Seller or the  Purchaser of a breach of any of the
foregoing representations and warranties, or upon the occurrence of a Repurchase
Event, in either case which  materially and adversely  affects  interests of the


                                       10
<PAGE>

Purchaser or its  assignee in any  Mortgage  Loan,  the party  discovering  such
breach or  occurrence  shall give  prompt  written  notice to the other.  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  Seller's  knowledge.  Following
discovery  or receipt  of notice of any such  breach or  occurrence,  the Seller
shall either (i) cure such breach in all material  respects  within 90 days from
the date the Seller was notified of such breach or (ii) repurchase such Mortgage
Loan at the related  Purchase  Price within 90 days from the date the Seller was
notified  of such  breach;  provided,  however,  that the Seller  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 Seller of such breach,  all Mortgage Loans affected by the breach shall,  at
the option of the Purchaser,  be repurchased by the Seller at the Purchase Price
or substituted for in accordance with this Section 7.03. If the Seller elects to
substitute a Qualified  Substitute Mortgage Loan or Loans for a Deleted Mortgage
Loan  pursuant to this Section  7.03,  the Seller 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 the Seller 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 the 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  the Seller  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,  the  Seller  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 the Seller is no longer a
member  of MERS and the  Mortgage  is  registered  on the  MERS(R)  System,  the
Purchaser,  at the expense of the Seller 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 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 of a  repurchase  by the Seller  pursuant  to this  Section
7.03, the Purchaser shall forward or cause to be forwarded the Mortgage File for
the related  Mortgage Loan to the Seller,  which shall include the Mortgage Note
endorsed without recourse to the Seller or its designee,  an assignment in favor
of the Seller or its designee of the Mortgage in recordable  form and acceptable
to the Seller in form and substance and such other  documents or  instruments of

                                       11
<PAGE>

transfer or assignment as may be necessary to vest in the Seller or its designee
title to any such Mortgage  Loan (or with respect to any Mortgage  registered on
the MERS(R) System, if the Seller is still a member of MERS, the Purchaser shall
cause MERS to show the Seller as the owner of record). The Purchaser shall cause
the related Mortgage File to be forwarded to Seller 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 the Seller 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.

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 the 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.


                                       12
<PAGE>

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.



                                       13
<PAGE>

        IN WITNESS WHEREOF, the Seller 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


                                  By:
                                  Name: Thomas J. O'Hara
                                  Title:    Senior Vice President
                                  RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.


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





                                       14
<PAGE>

                                   SCHEDULE I

                             MORTGAGE LOAN SCHEDULE



                                       15
<PAGE>