RESIDENTIAL ASSET MORTGAGE PRODUCTS INC
PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>j2pa.txt
<DESCRIPTION>PURCHASE AGREEMENT
<TEXT>



                                 EXECUTION COPY

                        MORTGAGE LOAN PURCHASE AGREEMENT

        This is a Mortgage Loan Purchase Agreement (the "Agreement") dated as of
April  26,  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>

<S>     <C>                                     <C>
        Aggregate Principal Balance
        (as of the Cut-Off Date):                $224,876,418.73  (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:                            April 26,  2001,  or such other date as may be
                                                 agreed upon by the parties hereto.
        Cut-Off Date:                            April 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 April 26,  2001,  among  Residential  Asset
                                                 Mortgage  Products,  Inc.,  as  company,  GMAC
                                                 Mortgage  Corporation,  as  servicer  and Bank
                                                 One,  National  Association,  as trustee  (the
                                                 "Trustee").
<PAGE>

        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>

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) $223,979,024.62 and (ii) the Class PO Certificates,  the Class
IO  Certificates  and a 0.01%  Percentage  Interest in the Class R  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 pledge of 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 a security
agreement  within the  meaning of Articles 8 and 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  (including  the power to convey  title  thereto),
title and interest,  whether now owned or hereafter acquired,  in and to any and
all general intangibles, accounts, chattel paper, instruments, documents, money,
deposit accounts,  certificates of deposit, goods, letters of credit, advices of
credit and investment property consisting of, arising from or relating to any of
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

                                       2
<PAGE>

Mortgage Loans in accordance  with the terms thereof and (C) all proceeds of the
conversion,  voluntary or involuntary,  of the foregoing into cash, instruments,
securities or other property, including without limitation all amounts from time
to time held or  invested  in the  Payment  Account  or the  Custodial  Account,
whether in the form of cash, instruments,  securities or other property; (c) the
possession  by the Trustee,  the  Custodian or any other agent of the Trustee of
Mortgage Notes or such other items of property as constitute instruments, money,
negotiable documents,  letters of credit, advices of credit, investment property
or chattel  paper shall be deemed to be  "possession  by the secured  party," or
possession  by a purchaser or a person  designated  by 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  limitation,  Sections 8-106, 9-305 and 9-115
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,
(as applicable) the Trustee 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 or lien on 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 location of the place of business or
the chief executive office 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. The delivery of each Mortgage File (as defined below) to the Purchaser or
its designee is at the expense of the Seller.  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

                                       3
<PAGE>

"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.

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  Files.  Within five (5) Business Days prior to
the Closing Date, the Seller will deliver the Mortgage File with respect to each
Mortgage Loan to the Purchaser or its  designee,  as directed by the  Purchaser.
The "Mortgage File" means,  (I) with respect to each Mortgage Loan (other than a
Cooperative Loan):

(a)  The original  Mortgage Note,  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]";

(b)  The original Mortgage, noting the presence of the MIN of the Mortgage Loan,
     if  the  Mortgage  is  registered  on  the  MERS(R)  System,  and  language
     indicating  that the Mortgage  Loan is a MOM Loan if the Mortgage Loan is a
     MOM Loan,  with  evidence of recording  indicated  thereon or a copy of the
     Mortgage  certified by the public  recording  office in which such Mortgage
     has been recorded;

(c)  The  original of any  guarantee  executed in  connection  with the Mortgage
     Note, if applicable;

(d)  Any  rider  or the  original  of any  modification  agreement  executed  in
     connection  with the related  Mortgage  Note or Mortgage,  with evidence of
     recording if required by applicable law;

(e)  Unless the Mortgage Loan is registered  on the  MERS(R)System,  an original
     Assignment  or  Assignments  of the  Mortgage  (which may be  included in a
     blanket  assignment or assignments)  from the Seller to "Bank One, National
     Association,  as Trustee under that certain Pooling and Servicing Agreement
     dated as of April 26, 2001, for GMACM Mortgage  Pass-Through  Certificates,
     Series  2001-J2" c/o the Servicer at an address  specified by the Servicer,
     and signed by an authorized officer,  which assignment shall be in form and

                                       4
<PAGE>

     substance  acceptable for  recording.  If the Mortgage Loan was acquired by
     the assignor in a merger, the assignment must be by " , successor by merger
     to  [name  -- of  predecessor]".  If the  Mortgage  Loan  was  acquired  or
     originated by the assignor  while doing  business  under another name,  the
     assignment must be by "________________ formerly known as [previous name]";

(f)  Originals of all intervening  assignments of mortgage,  which together with
     the Mortgage  shows a complete  chain of title from the  originator  to the
     Seller (or to MERS,  if the  Mortgage  Loan is  registered  on the  MERS(R)
     System,  and which notes the presence of a MIN), with evidence of recording
     thereon;

(g)  The original  mortgagee  policy of title  insurance,  including  riders and
     endorsements  thereto,  or if the  policy  has not yet been  issued,  (i) a
     written  commitment  or  interim  binder  for  title  issued  by the  title
     insurance  or escrow  company  dated as of the date the  Mortgage  Loan was
     funded, with a statement by the title insurance company or closing attorney
     that the  priority  of the lien of the related  Mortgage  during the period
     between the date of the funding of the related  Mortgage  Loan and the date
     of the related  title policy (which title policy shall be dated the date of
     recording of the related  Mortgage) is insured,  (ii) a  preliminary  title
     report  issued  by a title  insurer  in  anticipation  of  issuing  a title
     insurance  policy which  evidences  existing  liens and gives a preliminary
     opinion as to the  absence  of any  encumbrance  on title to the  Mortgaged
     Property, except liens to be removed on or before purchase by the Mortgagor
     or which constitute customary exceptions acceptable to lenders generally or
     (iii) other evidence of title insurance acceptable to Fannie Mae or Freddie
     Mac, in accordance with the Fannie Mae Seller/Servicer Guide or Freddie Mac
     Seller/Servicer Guide, respectively;

(h)  A certified true copy of any power of attorney, if applicable; and

(i)  Originals of any security  agreement,  chattel  mortgage or the  equivalent
     executed in connection with the Mortgage, if any;

and (II) with respect to each Cooperative Loan:

(a)  The original  Mortgage Note,  endorsed without recourse to the order of the
     Trustee and showing an unbroken chain of  endorsements  from the originator
     thereof to the Seller;

(b)  A counterpart  of the  Cooperative  Lease and the Assignment of Proprietary
     Lease  to  the  originator  of  the  Cooperative   Loan  with   intervening
     assignments  showing an unbroken chain of title from such originator to the
     Trustee;

(c)  The  related  Cooperative  Stock  Certificate,   representing  the  related
     Cooperative Stock pledged with respect to such Cooperative  Loan,  together
     with an undated  stock  power (or other  similar  instrument)  executed  in
     blank;

(d)  The original  recognition  agreement by the Cooperative of the interests of
     the mortgagee with respect to the related Cooperative Loan;

                                       5
<PAGE>

(e)  The Security Agreement;

(f)  Copies of the original  UCC-1  financing  statement,  and any  continuation
     statements,  filed by the  originator of such  Cooperative  Loan as secured
     party, each with evidence of recording thereof,  evidencing the interest of
     the  originator  under  the  Security   Agreement  and  the  Assignment  of
     Proprietary Lease;

(g)  Copies of the filed UCC-3 assignments of the security  interest  referenced
     in clause (f) above showing an unbroken  chain of title from the originator
     to the Trustee,  each with evidence of recording  thereof,  evidencing  the
     interest of the originator under the Security  Agreement and the Assignment
     of Proprietary Lease;

(h)  An executed  assignment  of the interest of the  originator in the Security
     Agreement,  Assignment of Proprietary  Lease and the recognition  agreement
     referenced in clause (d) above, showing an unbroken chain of title from the
     originator to the Trustee;

(i)  The original of each modification,  assumption  agreement or preferred loan
     agreement, if any, relating to such Cooperative Loan; and

(j)  An executed UCC-1  financing  statement  showing the Seller as debtor,  the
     Purchaser  as secured  party and the  Trustee as  assignee  and an executed
     UCC-1 financing  statement  showing the Purchaser as debtor and the Trustee
     as secured  party,  each in a form  sufficient  for filing,  evidencing the
     interest of such debtors in the Cooperative Loans.

        In the event that in connection with any Mortgage Loan the Seller cannot
deliver (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) the original lender's title
insurance policy (together with all riders thereto)  satisfying the requirements
of clause (I)(b),  (d), (f) or (g) above,  respectively,  concurrently  with the
execution and delivery  hereof  because such document or documents have not been
returned  from the  applicable  public  recording  office  in the case of clause
(I)(b),  (d) or (f) above, or because the title policy has not been delivered to
either the  Purchaser  or the Seller by the title  insurer in the case of clause
(I)(g) above, the Seller shall use its best efforts to deliver to the Custodian,
if any, or the Trustee,  in the case of clause  (I)(b),  (d) or (f) above,  such
original Mortgage, such interim assignment, 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, but in no
event shall any such  delivery of the  original  Mortgage  and each such interim
assignment  or a copy  thereof,  certified,  if  appropriate,  by  the  relevant
recording  office,  or the original lender's title policy be made later than one
(1) year following the Closing Date; provided,  however, in the event the Seller
is  unable  to  deliver  by such  dates  each  Mortgage  and each  such  interim
assignment by reason of the fact that any such  documents have not been returned
by the  appropriate  recording  office,  or,  in the case of each  such  interim
assignment,   because  the  related  Mortgage  has  not  been  returned  by  the
appropriate  recording  office,  the Seller shall deliver such  documents to the
Custodian,  if any, or the Trustee as promptly as possible upon receipt  thereof
and, in any event,  within 540 days  following  the Closing Date. In lieu of the
Mortgage  Notes relating to the Mortgage  Loans,  each as identified in the list
delivered  by the Seller to the Trustee or Custodian  on the Closing  Date,  the

                                       6
<PAGE>

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 Custodian,  if any, or the Trustee 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. In any event,  if such  documents are not
delivered by the 540th day after the Closing Date,  the Seller shall  repurchase
the related Mortgage Loans at the Purchase Price or substitute for such Mortgage
Loans one or more Qualified Substitute Mortgage Loans in accordance with Section
7.03 hereof.

        In connection  with any Mortgage  Loan, if the Seller cannot deliver the
Mortgage, any assignment,  modification,  assumption agreement or preferred loan
agreement  (or copy  thereof  certified  by the public  recording  office)  with
evidence of recording  thereon  concurrently  with the execution and delivery of
this  Agreement  because of (i) a delay  caused by the public  recording  office
where such Mortgage, assignment, modification, assumption agreement or preferred
loan agreement as the case may be, has been delivered for recordation, or (ii) a
delay in the  receipt of certain  information  necessary  to prepare the related
assignments, the Seller shall deliver or cause to be delivered to the Custodian,
if  any,  or  the  Trustee  a true  and  correct  photocopy  of  such  Mortgage,
assignment, modification, assumption agreement or preferred loan agreement.

        If any  assignment  is lost or  returned  unrecorded  to the  Trustee or
Custodian  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.

        If the Purchaser  discovers any defect with respect to a Mortgage  File,
the  Purchaser  shall give prompt  written  specification  of such defect to the
Seller, and 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.

        If the Seller is notified that any document or documents  constituting a
part of a Mortgage  File are missing or defective in any material  respect,  the
Seller  shall  cure any such  defect  within  90 days from the date on which the
Seller was notified of such defect,  and if the Seller does not cure such defect
in all material  respects  during such period,  upon receipt of a request by the
Trustee  on  behalf of the  Certificateholders,  the  Seller  shall  either  (i)
substitute for such Mortgage Loan a Qualified  Substitute  Mortgage Loan,  which
substitution  shall be  accomplished in the manner and subject to the conditions
set forth in Section 7.03 herein,  or (ii)  purchase such Mortgage Loan from the
Trust  Fund at the  Purchase  Price  within 90 days  after the date on which the
Seller was notified of such defect; provided that if such defect 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,  substitution  or repurchase  must occur
within 90 days from the date such breach was  discovered.  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 a
constituent  document  exists shall  constitute the sole remedy  respecting such
defect   available   to   Certificateholders   or  the   Trustee  on  behalf  of
Certificateholders.

                                       7
<PAGE>

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
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;

                                       8
<PAGE>

               (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
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 terms of the note or other evidence of indebtedness  (the
"Mortgage Note") of the related obligor (the  "Mortgagor") 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

                                       9
<PAGE>

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;

               (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

                                       10
<PAGE>

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;

               (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. Except as otherwise set forth on the Mortgage Loan Schedule,  the Mortgage
Loans were originated with full or alternative documentation. 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

                                       11
<PAGE>

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;

               (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;

                                       12
<PAGE>

               (y) The  Assignment  of  Mortgage  is in  recordable  form and is
acceptable  for  recording  under  the laws of the  jurisdiction  in  which  the
Mortgaged Property is located;

               (z) 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;

               (aa) 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;

               (bb) 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

               (cc) 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 File to the
Purchaser  or its  designee  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 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;  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

                                       13
<PAGE>

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 Purchaser with respect to
such Qualified  Substitute  Mortgage Loan or Loans, the original  Mortgage Note,
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
by Section 6, with the  Mortgage  Note  endorsed  as  required  by 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 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
transfer or assignment as may be necessary to vest in the Seller or its designee
title to any such Mortgage Loan. 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 its assignee.

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.

                                       14
<PAGE>

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.

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.


                                       15
<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




                                       16
<PAGE>




                                   SCHEDULE I

                             MORTGAGE LOAN SCHEDULE


                                       17
<PAGE>
</TEXT>
</DOCUMENT>
