GMACM Mortgage Loan Trust 2004-GH1
EX 10.1  PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>gh1pa.txt
<DESCRIPTION>EX 10.1  PURCHASE AGREEMENT
<TEXT>
                                                           EXECUTION COPY


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                   RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,

                                  as Purchaser,

                           GMAC MORTGAGE CORPORATION,

                             as Seller and Servicer,

                       GMACM MORTGAGE LOAN TRUST 2004-GH1,

                                   as Issuer,

                                       and

                           JPMORGAN CHASE BANK, N.A.,

                              as Indenture Trustee

                    ________________________________________


                        MORTGAGE LOAN PURCHASE AGREEMENT

                          Dated as of November 22, 2004

                    ________________________________________


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<PAGE>

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                                          PAGE


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

<S>             <C>                                                                        <C>
        Section 1.1       Definitions.......................................................2

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

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

        Section 2.1       Sale of Mortgage Loans............................................3

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

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

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

ARTICLE IV  SELLER'S COVENANTS.............................................................14

        Section 4.1       Covenants of the Seller..........................................14

ARTICLE V  SERVICING.......................................................................14

        Section 5.1       Servicing........................................................14

ARTICLE VI  INDEMNIFICATION BY THE SELLER WITH RESPECT TO THE MORTGAGE LOANS...............14

        Section 6.1       Limitation on Liability of the Seller............................14

ARTICLE VII  TERMINATION...................................................................14

        Section 7.1       Termination......................................................14

ARTICLE VIII  MISCELLANEOUS PROVISIONS.....................................................15

        Section 8.1       Amendment........................................................15

        Section 8.2       GOVERNING LAW....................................................15

        Section 8.3       Notices..........................................................15

        Section 8.4       Severability of Provisions.......................................16

        Section 8.5       Relationship of Parties..........................................16

        Section 8.6       Counterparts.....................................................16

        Section 8.7       Further Agreements...............................................16

        Section 8.8       Intention of the Parties.........................................16

        Section 8.9       Successors and Assigns; Assignment of this Agreement.............16

        Section 8.10      Survival.........................................................17

EXHIBIT 1 -- MORTGAGE LOAN SCHEDULE

EXHIBIT 2 -- MORTGAGE FILES WITH MISSING DOCUMENTS

</TABLE>


<PAGE>

        This Mortgage Loan Purchase  Agreement (this  "Agreement"),  dated as of
November  22,  2004,  is made among GMAC  Mortgage  Corporation,  as seller (the
"Seller") and as servicer (in such capacity, the "Servicer"),  Residential Asset
Mortgage  Products,  Inc., as purchaser (the  "Purchaser"),  GMACM Mortgage Loan
Trust  2004-GH1,  as issuer (the  "Issuer"),  and JPMorgan Chase Bank,  N.A., as
indenture trustee (the "Indenture Trustee").


                                   WITNESSETH:

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

        WHEREAS,  the parties  hereto  desire that:  the Seller sell the Cut-off
Date  Principal  Balances of the Mortgage  Loans to the Purchaser on the Closing
Date pursuant to the terms of this Agreement;

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

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

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

ARTICLE I

                                   DEFINITIONS

Section 1.1 Definitions. For all purposes of this Agreement, except as otherwise
expressly provided herein or unless the context otherwise requires,  capitalized
terms not  otherwise  defined  herein shall have the  meanings  assigned to such
terms in the  Definitions  contained in Appendix A to the indenture  dated as of
November  22,  2004 (the  "Indenture"),  between  the Issuer  and the  Indenture
Trustee,  which is incorporated by reference herein. All other capitalized terms
used herein shall have the meanings specified herein.

Section 1.2 Other Definitional  Provisions.  All terms defined in this Agreement
shall have the defined  meanings when used in any  certificate or other document
made or delivered pursuant hereto unless otherwise defined therein.

        As used in this Agreement and in any  certificate or other document made
or delivered  pursuant hereto or thereto,  accounting  terms not defined in this
Agreement or in any such  certificate or other  document,  and accounting  terms
partly defined in this Agreement or in any such  certificate or other  document,
to the extent not  defined,  shall have the  respective  meanings  given to them
under  generally  accepted  accounting  principles.   To  the  extent  that  the
definitions of accounting  terms in this Agreement or in any such certificate or
other document are inconsistent  with the meanings of such terms under generally
accepted accounting  principles,  the definitions contained in this Agreement or
in any such certificate or other document shall control.


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<PAGE>

        The words  "hereof,"  "herein,"  "hereunder" and words of similar import
when used in this Agreement  shall refer to this Agreement as a whole and not to
any  particular  provision  of this  Agreement;  Section and Exhibit  references
contained in this  Agreement  are  references  to Sections and Exhibits in or to
this Agreement  unless  otherwise  specified;  the term  "including"  shall mean
"including  without  limitation";  "or"  shall  include  "and/or";  and the term
"proceeds" shall have the meaning ascribed thereto in the UCC.

        The  definitions  contained  in this  Agreement  are  applicable  to the
singular as well as the plural forms of such terms and to the  masculine as well
as the feminine and neuter genders of such terms.

        Any agreement, instrument or statute defined or referred to herein or in
any  instrument  or  certificate  delivered in  connection  herewith  means such
agreement,  instrument  or statute  as from time to time  amended,  modified  or
supplemented and includes (in the case of agreements or instruments)  references
to all attachments thereto and instruments incorporated therein; references to a
Person are also to its permitted successors and assigns.

ARTICLE II

                  SALE OF MORTGAGE LOANS AND RELATED PROVISIONS

Section 2.1    Sale of Mortgage Loans.

(a) The Seller,  by the  execution and delivery of this  Agreement,  does hereby
sell, assign, set over, and otherwise convey to the Purchaser, without recourse,
all of its  right,  title and  interest  in, to and  under  the  following,  and
wherever  located:  (i) the Mortgage Loans (including the Cut-Off Date Principal
Balances of the Mortgage Loans),  all interest accruing thereon,  all monies due
or to become due thereon,  and all collections in respect thereof received on or
after the Cut-Off  Date (other than  principal  and  interest  due thereon on or
prior to the Cut-Off  Date);  (ii) the  interest of the Seller in any  insurance
policies  in  respect  of the  Mortgage  Loans;  and (iii) all  proceeds  of the
foregoing.  Such  conveyance  shall be deemed to be made:  with  respect  to the
Cut-Off Date Principal Balances,  as of the Closing Date, subject to the receipt
by the Seller of  consideration  therefor as provided herein under clause (a) of
Section 2.3.

(b) In connection with the conveyance by the Seller of the Mortgage  Loans,  the
Seller further agrees, at its own expense,  on or prior to the Closing Date with
respect to the Stated  Principal  Balances of the Mortgage Loans, to indicate in
its books and records  that the Mortgage  Loans have been sold to the  Purchaser
pursuant to this  Agreement,  and to deliver to the Purchaser  true and complete
lists of all of the Mortgage  Loans  specifying  for each  Mortgage Loan (i) its
account number and (ii) its Cut-Off Date Principal  Balance.  Such lists,  which
form the Mortgage Loan Schedule,  shall be marked as Exhibit 1 to this Agreement
and are hereby incorporated into and made a part of this Agreement.

(c) Except for Missing  Documents  identified in Exhibit 2 hereto, in connection
with the  conveyance by the Seller of the Mortgage  Loans sold by it, the Seller
shall,  (A) with  respect  to each  related  Mortgage  Loan,  on  behalf  of the
Purchaser deliver to, and deposit with the Custodian, at least five (5) Business
Days before the Closing  Date,  the original  Mortgage Note endorsed or assigned
without  recourse in blank (which  endorsement  shall contain either an original


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<PAGE>

signature or a facsimile  signature of an authorized officer of the Seller ) or,
with respect to any Mortgage  Loan as to which the  original  Mortgage  Note has
been  permanently  lost or  destroyed  and has not been  replaced,  a Lost  Note
Affidavit  and (B) except as provided in clause (A) with respect to the Mortgage
Notes and except for Missing Documents  identified in Exhibit 2 hereto,  deliver
the Mortgage Files to the Servicer.

        Within the time period for the review of each Mortgage Note set forth in
Section 2.2 of the  Custodial  Agreement,  if a material  defect in any Mortgage
Note is discovered  which may materially  and adversely  affect the value of the
related Mortgage Loan, or the interests of the Indenture  Trustee (as pledgee of
the Mortgage Loans), the Noteholders or the  Certificateholders in such Mortgage
Loan,  including  the Seller's  failure to deliver any  document  required to be
delivered to the Custodian on behalf of the Indenture Trustee (provided,  that a
Mortgage  Note will not be deemed to contain a defect if it is listed on Exhibit
2 hereto and the defect related thereto is a Missing Document), the Seller shall
cure such defect,  repurchase the related  Mortgage Loan at the Repurchase Price
or  substitute  an Eligible  Substitute  Loan  therefor  upon the same terms and
conditions set forth in Section 3.1 hereof for breaches of  representations  and
warranties  as to the Mortgage  Loans,  provided  that the Seller shall have the
option to  substitute  an Eligible  Substitute  Mortgage  Loan or Loans for such
Mortgage Loan only if such  substitution  occurs within two years  following the
Closing Date.

        Notwithstanding  anything contained herein, the Seller or Servicer shall
not be required to repurchase any Mortgage Loan due to the failure to deliver to
the Custodian  any Missing  Documents.  However,  the Seller will be required to
repurchase  any such Mortgage  Loan if: (i)  foreclosure  proceedings  have been
commenced  with respect to such  Mortgage Loan and (ii) the failure to possess a
Missing Document  described under the definition of Mortgage File (I)(i),  (ii),
(iii),  (iv),  (vi) or (II)  materially  and  adversely  affects the  Servicer's
ability to  foreclose  on the related  Mortgage  Loan or to  establish  the full
amount of principal and interest owing on the related  Mortgage Note.  Exhibit 2
hereto shall be delivered by the Seller to the Indenture  Trustee not later than
30 days from the Closing Date.

        Upon sale of the Mortgage  Loans,  the ownership of each Mortgage  Note,
each related  Mortgage and the  contents of the related  Mortgage  File shall be
vested in the  Purchaser  and the  ownership of all records and  documents  with
respect  to the  Mortgage  Loans  that are  prepared  by or that  come  into the
possession  of the  Seller  in its  capacity  as seller  of the  Mortgage  Loans
hereunder  or by the Servicer in its  capacity as servicer  under the  Servicing
Agreement  shall  immediately  vest in the  Purchaser  and shall be retained and
maintained  in trust by GMACM as the Servicer  (except for the  Mortgage  Notes,
which shall be  delivered  to and  retained by the  Custodian at the will of the
Purchaser,   in  such  custodial  capacity  only).  The  Seller's  records  will
accurately reflect the sale of each Mortgage Loan sold by it to the Purchaser.

        The Purchaser hereby acknowledges its acceptance of all right, title and
interest to the property conveyed to it pursuant to this Section 2.1.


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<PAGE>

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

(e) In connection  with the  assignment  of any Mortgage Loan  registered on the
MERS(R)  System,  the Seller further agrees that it will cause, at the Seller 's
own expense,  as soon as practicable  after the Closing Date, the MERS(R) System
to indicate  that such  Mortgage  Loans have been  assigned by the Seller to the
Indenture  Trustee in accordance  with this Agreement or the Trust Agreement for
the  benefit  of the  Noteholders  by  including  (or  deleting,  in the case of
Mortgage Loans which are  repurchased in accordance with this Agreement) in such
computer files (a) the specific code which  identifies the Indenture  Trustee as
the assignee of such Mortgage Loan and (b) the series specific code in the field
"Pool Field" which  identifies the series of the Notes issued in connection with
such  Mortgage  Loans.  The  Seller  agrees  that it will not  alter  the  codes
referenced in this  paragraph  with respect to any Mortgage Loan during the term
of this  Agreement  unless  and  until  such  Mortgage  Loan is  repurchased  in
accordance with the terms of this Agreement.

Section 2.2    Payment of Purchase Price.

(a) The sale of the Mortgage Loans shall take place on the Closing Date, subject
to and  simultaneously  with the  deposit of the  Mortgage  Loans into the Trust
Estate and the issuance of the  Securities.  The purchase  price (the  "Purchase
Price") for the Mortgage  Loans to be paid by the Purchaser to the Seller on the
Closing  Date  shall  be an  amount  equal  to  $221,685,919.22  in  immediately
available funds, together with the Certificates,  in respect of the Cut-Off Date
Principal Balances thereof.

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



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<PAGE>

ARTICLE III

                         REPRESENTATIONS AND WARRANTIES;
                               REMEDIES FOR BREACH

Section 3.1    Seller Representations and Warranties.

(a) The Seller represents and warrants to the Purchaser,  as of the Closing Date
(or if otherwise specified below, as of the date so specified):

(i) The Seller is a corporation  duly  organized,  validly  existing and in good
standing under the laws of the jurisdiction governing its creation and existence
and is or will be in  compliance  with  the  laws of each  state  in  which  any
Mortgaged   Property  is  located  to  the  extent   necessary   to  ensure  the
enforceability of each Mortgage Loan;

(ii) 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;

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

(iv)  The  execution  and  delivery  of this  Agreement  by 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;

(v) No litigation  before any court,  tribunal or governmental body is currently
pending,  or to the  knowledge of the Seller  threatened,  against the Seller or
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;

(vi) 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;

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<PAGE>

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

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

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

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

(ii) With respect to each Mortgage Loan:  (A) the related  Mortgage Note and the
Mortgage have not been assigned or pledged,  except for any assignment or pledge
that has been satisfied and released, (B) immediately prior to the assignment of
the Mortgage Loans to the  Purchaser,  the Seller has good title thereto and (C)
the Seller is the sole owner and holder of the  Mortgage  Loan free and clear of
any and all liens,  encumbrances,  pledges,  or security interests of any nature
and has full right and authority,  under all governmental and regulatory  bodies
having  jurisdiction over the ownership of the applicable Mortgage Loans to sell
and assign the same pursuant to this Agreement;

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

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

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

(vi) To the best of 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 or equal to, or
subordinate with, the lien of the related Mortgage, except liens which are fully
insured against by the title insurance policy referred to in clause (x);

(vii) As of the  Cut-Off  Date,  not more than  1.99% of the  Mortgage  Loans by
Cut-Off  Date  Principal  Balance  are 31 to 60 days  delinquent  in  payment of
principal or interest and approximately  0.67% of the Mortgage Loans are over 61
to 90 days  delinquent  in payment of principal  or interest.  As of the Cut-Off
Date,  none of the  Mortgage  Loans are over 90 days  delinquent  in  payment of
principal or interest;

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<PAGE>

(viii) Except for any Missing Documents, with respect to the Mortgage Loans, the
related  Mortgage File contains,  in accordance  with the definition of Mortgage
File, each of the documents and instruments  specified to be included therein in
the  definition  of  "Mortgage  File" in Appendix A to the  Indenture  (it being
understood  that the  Custodian  maintains  the  Mortgage  Note  related to each
Mortgage  File and the  Servicer  maintains  the  remainder  of the  items to be
included in the Mortgage File pursuant to the terms of this Agreement);

(ix) To the best of the Seller 's knowledge,  the related  Mortgage Note and the
related Mortgage at the time it was made complied in all material  respects with
applicable  local,  state and  federal  laws,  including,  but not  limited  to,
applicable predatory lending laws;

(x) A title  search  or other  assurance  of  title  customary  in the  relevant
jurisdiction was obtained with respect to each Mortgage Loan;

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

(xii) As of the Cut-Off Date, no more than approximately  18.95%,  7.58%, 6.77%,
6.62%,  and 6.14% of the Mortgage  Loans by Cut-Off Date  Principal  Balance are
secured by Mortgaged  Properties located in New York,  Massachusetts,  Michigan,
California and New Jersey, respectively;

(xiii) As of the Cut-Off Date,  except for  approximately  5.33% of the Mortgage
Loans by Cut-Off Date  Principal  Balance,  the LTV Ratio for each Mortgage Loan
was not in excess of 100.00%;

(xiv) The Seller has not  transferred  the Mortgage  Loans to the Purchaser with
any intent to hinder, delay or defraud any of its creditors;

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

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

(xvii)  The Seller has not  received  a notice of default of any  mortgage  loan
related to a Mortgaged  Property  which has not been cured by a party other than
the Servicer;

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

(xix) As of the Cut-Off Date,  none of the Mortgage  Loans are "High Cost Loans"
or  "Covered  Loans" (as such terms are  defined in the version of Appendix E to
the Standard & Poor's LEVELS Glossary in effect as of the Closing Date);



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<PAGE>

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

(xxi) No Mortgage  Loan has an original term to maturity in excess of 480 months
or a maturity date later than June 1, 2035;

(xxii) As of the Cut-Off  Date,  approximately  72.25% of the Mortgage  Loans by
Cut-Off Date Principal  Balance are fixed rate and  approximately  27.75% of the
Mortgage Loans by Cut-Off Date Principal  Balance are adjustable rate. As of the
Cut-Off  Date,  the Loan Rates on the Mortgage  Loans range  between  2.375% per
annum and 13.000%  per annum.  The  weighted  average  remaining  term to stated
maturity of the  Mortgage  Loans as of the  Cut-Off  Date is  approximately  301
months;

(xxiii) With respect to the Mortgage Loans (a) approximately  72.25% (by Cut-Off
Date  Principal  Balance)  are  secured by real  property  with a single  family
residence erected thereon,  (b)  approximately  6.68% (by Cut-Off Date Principal
Balance)  are  secured  by  real  property  improved  by two-  to  four-  family
properties,  (c)  approximately  10.55% (by Cut-Off Date Principal  Balance) are
secured  by  real  property  improved  by  planned  unit  developments,  and (d)
approximately  9.09% (by Cut-Off  Date  Principal  Balance)  are secured by real
property improved by condominium units;

(xxiv) As of the Cut-Off Date no Mortgage Loan had a principal balance in excess
of $2,849,999.98;

(xxv) As of the Cut-Off Date,  the percentage of Mortgage Loans that are balloon
loans is not in excess of approximately 1.30%;

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

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

(xxviii) No  instrument of release or waiver has been executed by the Seller or,
to the best knowledge of the Seller, by any other person, in connection with the
Mortgage Loans, and no Mortgagor has been released by the Seller or, to the best
knowledge of the Seller,  in whole or in part from its obligations in connection
therewith;

(xxix) The original  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;


                                       8
<PAGE>

(xxx) With respect to each Mortgage Loan, to the extent  permitted by applicable
law, the related Mortgage contains a customary provision for the acceleration of
the payment of the unpaid  principal  balance of the Mortgage  Loan in the event
the  related  Mortgaged  Property  is sold  without  the  prior  consent  of the
mortgagee thereunder;

(xxxi) Assuming no prepayments,  delinquencies  or losses on the Mortgage Loans,
the  aggregate  amount  of  principal  that will be  outstanding  upon the final
maturity of the  Mortgage  Loans that (1) result  from  Monthly  Payments  being
insufficient  to fully amortize the Mortgage Loans that are not balloon loans or
(2) had Monthly  Payments applied in a manner that reduced the rate of principal
amortization will not exceed $100,000.00;

(xxxii) 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  (xxix) (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;

(xxxiii) If any of the  Mortgage  Loans are secured by a leasehold  interest the
remaining  term of the lease does not  terminate  less than ten years  after the
maturity date of such Mortgage Loan;

(xxxiv)  To  the  best  of  the  Seller's  knowledge,  any  escrow  arrangements
established  with  respect  to any  Mortgage  Loan  are in  compliance  with all
applicable local, state and federal laws and are in compliance with the terms of
the Mortgage Note;

(xxxv) If required by the applicable processing style and except for any Missing
Documents,  the Mortgage File contains an appraisal, or land report with respect
to the Land Loans,  of the related  Mortgaged  Property made and signed prior to
the final  approval of the mortgage loan  application  by an appraiser who meets
the  minimum  qualifications  for  appraisers  as  specified  by the  Seller  's
underwriting standards;

(xxxvi) To the best of the Seller 's  knowledge,  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
trustee's sale or attempted sale after default by the Mortgagor;

                                       9
<PAGE>

(xxxvii) 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;

(xxxviii) Except for the Land Loans, 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;

(xxxix) (1) The proceeds of each Mortgage Loan have been fully disbursed and (2)
to the best of the  Seller 's  knowledge,  there is no  requirement  for  future
advances thereunder and any and all requirements as to completion of any on-site
or off-site  improvements  and as to  disbursements  of any escrow funds thereof
(including and escrow funds held to make Monthly Payments pending  completion of
such  improvements)  have been complied with. All fees and expenses  incurred in
making, closing or recording the Mortgagee Loans were paid;

(xl)  Except for the Land  Loans,  each  Mortgage  Loan is covered by a standard
hazard insurance policy;

(xli) With respect to a Mortgage Loan that is a Cooperative  Mortgage  Loan, the
Cooperative Stock that is pledged as security for the Mortgage Loan is held by a
person as a  tenant-stockholder  (as  defined in  Section  216 of the Code) in a
cooperative housing corporation (as defined in Section 216 of the Code);

(xlii) None of the Mortgage Loans are secured by Mortgaged Properties located in
the State of Georgia if such Mortgage Loan was originated on or after October 1,
2002 and before March 7, 2003; and

(xliii)  With  respect to each Land Loan,  such loan is secured by land on which
building one- to four- family residential units is permitted.

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

                                       10
<PAGE>

               Upon  discovery by the Seller or upon notice from the  Purchaser,
the Issuer,  the Owner  Trustee,  the  Indenture  Trustee or the  Custodian,  as
applicable,  of a breach of the Seller's or  representations  or  warranties  in
Section  3.1(b),  with respect to any Mortgage Loan, or upon the occurrence of a
Repurchase  Event,  that  materially and adversely  affects the interests of the
Securityholders or the Purchaser in such Mortgage Loan (notice of which shall be
given to the Purchaser by the Seller, if it discovers the same), notwithstanding
the  Seller's  lack  of  knowledge   with  respect  to  the  substance  of  such
representation and warranty, the Seller, shall, within 90 days after the earlier
of its discovery or receipt of notice  thereof or, if such breach has the effect
of making the Mortgage Loan fail to be a "qualified mortgage" within the meaning
of Section 860G of the Internal Revenue Code, within 90 days after the discovery
thereof  by the  Seller,  the  Servicer,  the  Issuer,  the Owner  Trustee,  the
Indenture Trustee or the Purchaser,  either cure such breach or Repurchase Event
in all material  respects or either (i)  repurchase  such Mortgage Loan from the
Issuer  at the  Repurchase  Price,  or  (ii)  substitute  one or  more  Eligible
Substitute  Loans for such Mortgage Loan, in each case in the manner and subject
to the  conditions  set forth  below,  provided  that the Seller  shall have the
option to  substitute  an Eligible  Substitute  Mortgage  Loan or Loans for such
Mortgage Loan only if such  substitution  occurs within two years  following the
Closing Date. The Repurchase Price for any such Mortgage Loan repurchased by the
Seller shall be  deposited  or caused to be  deposited by the Servicer  into the
Custodial  Account.  Any purchase of a Mortgage  Loan due to a Repurchase  Event
shall be the obligation of the Seller.  Notwithstanding anything to the contrary
herein,  upon  discovery  by the Seller or upon notice from the  Purchaser,  the
Issuer,  GMACM, the Owner Trustee,  the Servicer,  the Indenture  Trustee or the
Custodian,  as  applicable,  of a  breach  of the  Seller's  representations  or
warranties  in  paragraph  (b)(xvi),  but only in so far as it relates to damage
caused by Hurricane  Charley,  Hurricane  Ivan,  Hurricane  Frances or Hurricane
Jeanne all of which struck the southeast  portion of the United States in August
and September of 2004,  the Seller shall,  notwithstanding  the Seller's lack of
knowledge  with respect to the  substance of such  representation  and warranty,
within 90 days after the earlier of its discovery or receipt of notice  thereof,
either (i) cure such breach in all material respects or (ii)(A)  repurchase such
Mortgage Loan from the Issuer at the Repurchase  Price, or (B) substitute one or
more  Eligible  Substitute  Loans for such  Mortgage  Loan,  in each case in the
manner and subject to the conditions set forth below.

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

               In the event that the Seller  elects to  substitute  an  Eligible
Substitute  Loan or Loans for a Deleted  Loan  pursuant to this Section 3.1, the
Seller shall deliver to the  Custodian on behalf of the Issuer,  with respect to
such Eligible  Substitute Loan or Loans, the original Mortgage Note, endorsed as
required  under the  definition  of "Mortgage  File" and shall deliver the other
documents  required  to be  part  of  the  Mortgage  File  to the  Servicer.  No
substitution will be made in any calendar month after the Determination Date for
such month.  Monthly  Payments due with respect to Eligible  Substitute Loans in
the month of  substitution  shall not be part of the  Trust  Estate  and will be
retained by the  Servicer and remitted by the Servicer to the Seller on the next
succeeding Payment Date, provided that a payment equal to the applicable Monthly
Payment for such month in respect of the Deleted  Loan has been  received by the
Issuer. For the month of substitution, distributions to the Note Payment Account
pursuant to the Servicing  Agreement  will include the Monthly  Payment due on a
Deleted  Loan for such month and  thereafter  the Seller  shall be  entitled  to
retain all amounts  received in respect of such Deleted Loan. The Servicer shall


                                       11
<PAGE>

amend or cause to be amended the Mortgage  Loan  Schedule to reflect the removal
of such Deleted Loan and the  substitution  of the Eligible  Substitute  Loan or
Loans and the Servicer  shall deliver the amended  Mortgage Loan Schedule to the
Owner  Trustee,  the Indenture  Trustee.  Upon such  substitution,  the Eligible
Substitute Loan or Loans shall be subject to the terms of this Agreement and the
Servicing Agreement in all respects, the Seller shall be deemed to have made the
representations  and  warranties  with respect to the Eligible  Substitute  Loan
contained herein set forth in Section 3.1(b),  other than clauses (vii),  (xii),
(xiii),  (xxii),   (xxiii),  (xxiv)  and  (xxv)  thereof,  as  of  the  date  of
substitution,  and the Seller shall be deemed to have made a representation  and
warranty that each Mortgage Loan so substituted is an Eligible  Substitute  Loan
as of the date of  substitution.  In addition,  the Seller shall be obligated to
repurchase  or  substitute  for  any  Eligible  Substitute  Loan  as to  which a
Repurchase  Event has  occurred  as  provided  herein.  In  connection  with the
substitution  of one or more Eligible  Substitute  Loans for one or more Deleted
Loans,  the Servicer shall  determine the amount (such amount,  a  "Substitution
Adjustment  Amount"),  if any, by which the aggregate  principal  balance of all
such Eligible  Substitute  Loans as of the date of substitution is less than the
aggregate  principal balance of all such Deleted Loans (after application of the
principal  portion of the Monthly Payments due in the month of substitution that
are to be distributed to the Note Payment Account in the month of substitution).
The Seller shall deposit the amount of such shortfall into the Custodial Account
on the date of substitution, without any reimbursement therefor.

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

               It is understood  and agreed that the obligation of the Seller to
cure any breach,  or to  repurchase  or  substitute  for any Mortgage Loan as to
which such a breach has occurred and is  continuing,  shall  constitute the sole
remedy  respecting  such breach  available  to the  Purchaser,  the Issuer,  the
Certificateholders  (or the Owner  Trustee on behalf of the  Certificateholders)
and the  Noteholders  (or the  Indenture  Trustee on behalf of the  Noteholders)
against the Seller.

               It  is  understood  and  agreed  that  the   representations  and
warranties  set  forth  in  this  Section  3.1  shall  survive  delivery  of the
respective Mortgage Notes to the Issuer or the Custodian.

                                       12
<PAGE>

ARTICLE IV

                               SELLER'S COVENANTS

Section 4.1 Covenants of the Seller.  The Seller hereby  covenants that,  except
for the transfer hereunder, that it will not sell, pledge, assign or transfer to
any other  Person,  or grant,  create,  incur or assume any Lien on any Mortgage
Loan, or any interest  therein.  The Seller shall notify the Issuer (in the case
of the Mortgage  Loans,  as assignee of the  Purchaser)  of the existence of any
Lien  (other than as  provided  above) on any  Mortgage  Loan  immediately  upon
discovery thereof;  and the Seller shall defend the right, title and interest of
the Issuer (in the case of the Mortgage Loans, as assignee of the Purchaser) in,
to and under the Mortgage  Loans  against all claims of third  parties  claiming
through or under the Seller; provided, however, that nothing in this Section 4.1
shall be deemed to apply to any Liens for  municipal  or other  local  taxes and
other  governmental  charges if such taxes or governmental  charges shall not at
the time be due and payable or if the Seller shall  currently be contesting  the
validity thereof in good faith by appropriate Proceedings.

ARTICLE V

                                    SERVICING

Section 5.1  Servicing.  The Seller shall service the Mortgage Loans pursuant to
the terms and conditions of the Servicing Agreement.

ARTICLE VI

                   LIMITATION OF THE LIABILITY OF THE SELLERS

Section  6.1  Limitation  on  Liability  of the Seller.  None of the  directors,
officers,  employees or agents of the Seller shall be under any liability to the
Purchaser or the Issuer,  it being expressly  understood that all such liability
is expressly  waived and released as a condition of, and as  consideration  for,
the execution of this Agreement.  Except as and to the extent expressly provided
in the  Servicing  Agreement  and the Seller shall not be under any liability to
the Issuer, the Owner Trustee, the Indenture Trustee or the Securityholders. The
Seller and any  director,  officer,  employee or agent of the Seller may rely in
good  faith on any  document  of any kind  prima  facie  properly  executed  and
submitted by any Person respecting any matters arising hereunder.

ARTICLE VII

                                   TERMINATION

Section 7.1  Termination.  The obligations and  responsibilities  of the parties
hereto shall terminate upon the termination of the Trust Agreement.


                                       13
<PAGE>

ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

Section 8.1  Amendment.  This  Agreement may be amended from time to time by the
parties  hereto  by  written  agreement),  provided  that the  Servicer  and the
Indenture  Trustee  shall have received an Opinion of Counsel to the effect that
such amendment will not result in an Adverse REMIC Event.

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

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

(i) if to the Seller:

                          GMAC Mortgage Corporation
                          100 Witmer Road
                          Horsham, Pennsylvania  10944
                          Attention:  Barry Bier, Executive Vice President
                     Re: GMACM Mortgage Loan Trust 2004-GH1;

(ii) if to the Purchaser:

                    Residential Asset Mortgage Products, Inc.
                          8400 Normandale Lake Boulevard
                          Minneapolis, Minnesota 55437
                          Attention:President
                     Re: GMACM Mortgage Loan Trust 2004-GH1;

(iii) if to the Indenture Trustee:

                          JPMorgan Chase Bank, N.A.
                          1 Bank One Plaza
                          Chicago, Illinois 60670
                          Attention:  GMACM Mortgage Loan Trust 2004-GH1;

(iv) if to the Issuer:

                 c/o Wilmington Trust Company, as Owner Trustee
                          Rodney Square North
                          1100 North Market Street
                          Wilmington, Delaware 19890-0001
                     Re: GMACM Mortgage Loan Trust 2004-GH1;



                                       14
<PAGE>

or, with respect to any of the foregoing  Persons,  at such other address as may
hereafter be furnished to the other foregoing Persons in writing.

Section 8.4  Severability  of  Provisions.  If any one or more of the covenants,
agreements,  provisions or terms of this Agreement shall be held invalid for any
reason whatsoever, then such covenants, agreements, provisions or terms shall be
deemed severable from the remaining covenants,  agreements,  provisions or terms
of this Agreement and shall in no way affect the validity of  enforceability  of
the other provisions of this Agreement.

Section 8.5 Relationship of Parties. Nothing herein contained shall be deemed or
construed to create a partnership or joint venture among the parties hereto, and
the services of the Seller shall be rendered as an  independent  contractor  and
not as agent for the Purchaser.

Section  8.6  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts, each of which, when so executed, shall be deemed to be an original
and such counterparts, together, shall constitute one and the same agreement.

Section 8.7  Further  Agreements.  The parties  hereto each agree to execute and
deliver to the other such additional documents, instruments or agreements as may
be necessary or appropriate to effectuate the purposes of this Agreement.

Section 8.8 Intention of the Parties.  It is the intention of the parties hereto
that the Purchaser  will be purchasing on the Closing Date,  and the Seller will
be selling on the Closing Date,  the Mortgage  Loans,  rather than the Purchaser
providing  a loan to the Seller  secured by the  Mortgage  Loans on the  Closing
Date. Accordingly,  the parties hereto each intend to treat this transaction for
federal  income tax  purposes  as a sale by the  Seller,  and a purchase  by the
Purchaser,  of the Mortgage  Loans on the Closing  Date.  The  Purchaser and the
Issuer  shall each have the right to review the  Mortgage  Loans and the Related
Documents  to determine  the  characteristics  of the Mortgage  Loans which will
affect the federal income tax consequences of owning the Mortgage Loans, and the
Seller shall cooperate with all reasonable requests made by the Purchaser or the
Issuer in the course of such review.

Section 8.9    Successors and Assigns; Assignment of this Agreement.

(a) This Agreement  shall bind and inure to the benefit of and be enforceable by
the parties hereto and their respective  permitted  successors and assigns.  The
obligations of the Seller under this  Agreement  cannot be assigned or delegated
to a third party without the consent of the Purchaser, which consent shall be at
the  Purchaser's  sole  discretion;  provided,  that the  Seller  may assign its
obligations  hereunder to any Affiliate of the Seller,  to any Person succeeding
to the business of the Seller, to any Person into which the Seller is merged and
to any Person  resulting from any merger,  conversion or  consolidation to which
the Seller is a party.  The parties  hereto  acknowledge  that the  Purchaser is
acquiring the Mortgage Loans for the purpose of  contributing  them to the GMACM
Mortgage Loan Trust 2004-GH1.

(b) As an  inducement  to the  Purchaser and the Issuer to purchase the Mortgage
Loans,  the  Seller  acknowledges  and  consents  to (i) the  assignment  by the
Purchaser  to the Issuer of all of the  Purchaser's  rights  against  the Seller
pursuant to this  Agreement  insofar as such rights relate to the Mortgage Loans
transferred  to the Issuer and to the  enforcement  or  exercise of any right or
remedy  against the Seller  pursuant to this  Agreement by the Issuer,  (ii) the
enforcement  or exercise of any right or remedy  against the Seller  pursuant to
this  Agreement by or on behalf of the Issuer and (iii) the  Issuer's  pledge of
its interest in this Agreement to the Indenture  Trustee and the  enforcement by


                                       15
<PAGE>

the Indenture  Trustee of any such right or remedy against the Seller  following
an Event of Default under the Indenture.  Such  enforcement of a right or remedy
by the Issuer, the Owner Trustee or the Indenture Trustee, as applicable,  shall
have the same force and effect as if the right or remedy  had been  enforced  or
exercised by the Purchaser or the Issuer directly.

Section 8.10 Survival.  The  representations  and warranties  made herein by the
Seller and the provisions of Article VI hereof shall survive the purchase of the
Mortgage Loans hereunder.


                            [SIGNATURE PAGE FOLLOWS]



                                       16
<PAGE>



        IN WITNESS  WHEREOF,  the parties  hereto have caused  their names to be
signed to this  Mortgage Loan Purchase  Agreement by their  respective  officers
thereunto duly authorized as of the day and year first above written.


                     RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as
                         Purchaser

                     By:
                         Name:
                         Title:


                     GMAC MORTGAGE CORPORATION,
                        as Seller and Servicer

                     By:
                         Name:
                         Title:



                     GMACM MORTGAGE LOAN TRUST 2004-GH1, as Issuer

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



                     By:
                         Name:
                         Title:


                     JPMORGAN CHASE BANK, N.A., as Indenture Trustee


                     By:
                         Name:
                         Title:



                                       17
<PAGE>

                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE

                     [On File with the Seller and Servicer]


<PAGE>

                                    EXHIBIT 2

                      MORTGAGE FILES WITH MISSING DOCUMENTS

                     [On File with the Seller and Servicer]


<PAGE>

<PAGE>



</TEXT>
</DOCUMENT>
