RESIDENTIAL ASSET MORTGAGE PRODUCTS INC
PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>j3pa.txt
<DESCRIPTION>PURCHASE AGREEMENT
<TEXT>

                        MORTGAGE LOAN PURCHASE AGREEMENT

        This is a Mortgage Loan Purchase Agreement (the "Agreement") dated as of
March 27, 2002 among GMAC  Mortgage  Corporation,  a  Pennsylvania  corporation,
having an office at 100 Witmer Road,  Horsham,  Pennsylvania  19044, as a seller
("GMACM"),  Witmer Funding LLC, a Delaware limited liability company,  having an
office at 100  Witmer  Road,  Horsham,  Pennsylvania  19044,  c/o GMAC  Mortgage
Corporation, as a seller ("Witmer" and, together with GMACM, each a "Seller" and
collectively,  the "Sellers") and Residential Asset Mortgage  Products,  Inc., a
Delaware  corporation,  having  an  office at 8400  Normandale  Lake  Boulevard,
Minneapolis, Minnesota 55437 (the "Purchaser").

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

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

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

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

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

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

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



<PAGE>


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

        The following terms are defined as follows:
<TABLE>

<S>                                             <C>
        Aggregate Principal Balance
        (as of the Cut-off Date):                $250,010,967.72  (after deduction of scheduled
                                                 principal   payments  due  on  or  before  the
                                                 Cut-off Date,  whether or not  collected,  but
                                                 without  deduction  of  prepayments  that  may
                                                 have  been  made  but  not   reported  to  the
                                                 Sellers  as of the close of  business  on such
                                                 date).  With  respect  to the  GMACM  Mortgage
                                                 Loans,  $3,269,929.33.  With  respect  to  the
                                                 Witmer Mortgage Loans, $246,741,038.39.
        Closing Date:
                                                 March 27,  2002,  or such other
                                                 date as may be  agreed  upon by
                                                 the parties hereto.
        Cut-off Date:
                                                 March 1, 2002.
        Mortgage Loan:
                                                 A fixed rate, fully-amortizing,
                                                 first     lien,     residential
                                                 conventional    mortgage   loan
                                                 having a term of not more  than
                                                 15   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  March
                                                 27,  2002,  among   Residential
                                                 Asset Mortgage Products,  Inc.,
                                                 as   company,   GMAC   Mortgage
                                                 Corporation,  as  servicer  and
                                                 Bank One, National Association,
                                                 as  trustee  (the   "Trustee"),
                                                 related to the  Series  2002-J3
                                                 Certificates.
        Repurchase Event:
                                                 With  respect  to any  Mortgage
                                                 Loan as to  which  the  related
                                                 Seller  delivers  an  affidavit
                                                 certifying  that  the  original
                                                 Mortgage  Note has been lost or
                                                 destroyed, a subsequent default
                                                 on  such  Mortgage  Loan if the
                                                 enforcement  thereof  or of the
                                                 related  Mortgage is materially
                                                 and  adversely  affected by the
                                                 absence   of   such    original
                                                 Mortgage Note.

</TABLE>

                                       2
<PAGE>

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

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

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

SECTION 3. Purchase Price of Mortgage  Loans.  The purchase price (the "Purchase
Price") to be paid to GMACM by the Purchaser for the GMACM  Mortgage Loans shall
be the sum of (i)  $3,270,145.34,  (ii) the Class PO, the Class IO  Certificates
and (iii) a 0.02% Percentage  Interest in each of the Class R-I Certificates and
Class R-II Certificates issued pursuant to the Pooling and Servicing  Agreement.
The Purchase Price to be paid to Witmer by the Purchaser for the Witmer Mortgage
Loans  shall be an amount  equal to  $246,757,338.14.  The cash  portion  of the
Purchase  Price  due to GMACM  shall  be paid by wire  transfer  of  immediately
available  funds on the Closing  Date to the  account  specified  by GMACM.  The
Purchase  Price  due to Witmer  shall be paid by wire  transfer  of  immediately
available funds on the Closing Date to the account specified by Witmer.

        The Purchaser and Sellers  intend that the  conveyance by the Sellers to
the Purchaser of each of the Seller's right,  title and interest in and to their
respective  Mortgage Loans pursuant to this Agreement shall be, and be construed
as, a sale of their  respective  Mortgage  Loans by the  related  Seller  to the
Purchaser.  It is, further,  not intended that such conveyance be deemed to be a
grant  of a  security  interest  in the  Mortgage  Loans by each  Seller  to the
Purchaser to secure a debt or other obligation of such Seller.  However,  in the
event that the Mortgage Loans are held to be property of the related Seller,  or
if for any reason this Agreement is held or deemed to create a security interest
in the Mortgage Loans, then it is intended that, (a) this Agreement shall be and
hereby  is a  security  agreement  within  the  meaning  of  Articles  9 of  the


                                       3
<PAGE>

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

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

                                       4
<PAGE>

SECTION 4. Record Title and  Possession  of Mortgage  Files.  Each Seller hereby
sells,  transfers,  assigns,  sets over and  conveys to the  Purchaser,  without
recourse,  but subject to the terms of this  Agreement  and each  Seller  hereby
acknowledges that the Purchaser,  subject to the terms of this Agreement,  shall
have all the right,  title and  interest  of such  Seller in and to the  related
Mortgage Loans. From the Closing Date, but as of the Cut-off Date, the ownership
of each Mortgage Loan,  including the Mortgage Note, the Mortgage,  the contents
of the related Mortgage File and all rights, benefits,  proceeds and obligations
arising therefrom or in connection therewith,  has been vested in the Purchaser.
All rights arising out of the Mortgage Loans including,  but not limited to, all
funds  received on or in connection  with the Mortgage  Loans and all records or
documents  with respect to the Mortgage Loans prepared by or which come into the
possession  of the related  Seller  shall be received and held by such Seller in
trust for the  exclusive  benefit of the  Purchaser as the owner of the Mortgage
Loans. On and after the Closing Date, any portion of the related  Mortgage Files
or servicing  files  related to the Mortgage  Loans (the  "Servicing  Files") in
either Seller's  possession shall be held by GMACM in a custodial  capacity only
for the benefit of the Purchaser and shall be promptly delivered to GMACM in the
case of the Mortgage  Files or Servicing  Files in possession  of Witmer.  GMACM
shall  release its custody of any  contents  of the  related  Mortgage  Files or
Servicing Files only in accordance with written instructions of the Purchaser or
the Purchaser's designee.

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

SECTION 6.     Delivery of Mortgage Notes.

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

               In lieu of delivering  the Mortgage Note relating to any Mortgage
Loan,  the Sellers may  deliver or cause to be  delivered a lost note  affidavit
from the related  Seller or GMACM  stating that the original  Mortgage  Note was
lost,  misplaced  or  destroyed,  and,  if  available,  a copy of each  original
Mortgage Note; provided,  however, that in the case of Mortgage Loans which have


                                       5
<PAGE>

been  prepaid  in full after the  Cut-off  Date and prior to the  Closing  Date,
GMACM, in lieu of delivering the above documents, may deliver to the Purchaser a
certification  to such effect and shall  deposit all amounts  paid in respect of
such Mortgage Loan in the Payment Account on the Closing Date.

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

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

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

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


                                       6
<PAGE>

to  the   Purchaser,   Certificateholders   or  the   Trustee   on   behalf   of
Certificateholders.

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

SECTION 7.     Representations and Warranties.
               ------------------------------

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

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

(b) GMACM has the power and authority to make, execute,  deliver and perform its
obligations under this Agreement and all of the transactions  contemplated under
this Agreement,  and has taken all necessary  corporate  action to authorize the
execution,   delivery  and  performance  of  this   Agreement;   this  Agreement
constitutes a legal, valid and binding obligation of GMACM,  enforceable against
GMACM in accordance with its terms,  except as enforceability  may be limited by
applicable bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws now or hereafter in effect  affecting the enforcement of creditors'  rights
in  general  and  except  as  such  enforceability  may be  limited  by  general
principles of equity (whether considered in a proceeding at law or in equity) or
by public policy with respect to  indemnification  under  applicable  securities
laws;

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

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

(e) No consent,  approval,  authorization  or order of any court or governmental
agency or body is required for the execution,  delivery and performance by GMACM
of or compliance by GMACM with this Agreement, the sale of the Mortgage Loans or


                                       7
<PAGE>

the consummation of the  transactions  contemplated by this Agreement except for
consents, approvals, authorizations and orders which have been obtained;

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

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

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

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

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

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

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

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

(b) Witmer has the power and authority to make, execute, deliver and perform its
obligations under this Agreement and all of the transactions  contemplated under
this Agreement,  and has taken all necessary limited liability company action to
authorize  the  execution,  delivery and  performance  of this  Agreement;  this
Agreement   constitutes  a  legal,  valid  and  binding  obligation  of  Witmer,
enforceable   against   Witmer  in   accordance   with  its  terms,   except  as
enforceability   may  be   limited   by   applicable   bankruptcy,   insolvency,
reorganization,  moratorium  or other  similar  laws now or  hereafter in effect
affecting the  enforcement  of  creditors'  rights in general and except as such
enforceability   may  be  limited  by  general  principles  of  equity  (whether
considered in a proceeding at law or in equity) or by public policy with respect
to indemnification under applicable securities laws;

                                       8
<PAGE>

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

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

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

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

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

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

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

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


                                       9
<PAGE>

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

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

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

(f) The  Mortgage  Note  and  the  Mortgage  are not  subject  to any  right  of
rescission,  set-off,  counterclaim or defense,  including the defense of usury,
nor  will  the  operation  of any of the  terms  of the  Mortgage  Note  and the
Mortgage,  or the exercise of any right thereunder,  render the Mortgage Note or
Mortgage  unenforceable,  in  whole  or in  part,  or  subject  to any  right of
rescission,  set-off,  counterclaim or defense,  including the defense of usury,
and no such right of  rescission,  set-off,  counterclaim  or  defense  has been
asserted with respect thereto;

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

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

                                       10
<PAGE>

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

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

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

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

(m) To GMACM's  knowledge,  there is no default,  breach,  violation or event of
acceleration  existing  under the Mortgage or the related  Mortgage  Note and no


                                       11
<PAGE>

event which,  with the passage of time or with notice and the  expiration of any
grace or cure period,  would  constitute a default,  breach,  violation or event
permitting  acceleration;  and neither GMACM nor any prior  mortgagee has waived
any default, breach, violation or event permitting acceleration;

(n) To GMACM's  knowledge,  there are no  mechanics,  or similar liens or claims
which  have  been  filed for  work,  labor or  material  affecting  the  related
Mortgaged  Property  which are or may be liens  prior to or equal to the lien of
the related Mortgage;

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

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

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

(r) The Mortgage  Loan  contains  the usual and  enforceable  provisions  of the
originator at the time of origination for the acceleration of the payment of the
unpaid  principal amount if the related  Mortgaged  Property is sold without the
prior  consent of the  mortgagee  thereunder.  The Mortgage Loan has an original
term to maturity of not more than 15 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 GMACM's knowledge,  the Mortgaged Property at origination of the Mortgage
Loan was and  currently  is free of damage and waste and at  origination  of the
Mortgage Loan there was, and there  currently is, no proceeding  pending for the
total or partial condemnation thereof;

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

                                       12
<PAGE>

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

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

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

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

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

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

                                       13
<PAGE>

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

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

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

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

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

SECTION 7.03  Repurchase.  It is understood and agreed that the  representations
and warranties set forth in Sections 7.01 and 7.02 shall survive the sale of the
Mortgage  Loans to the  Purchaser  and  delivery  of the related  Mortgage  Loan
documents to the  Purchaser or its  designees  and shall inure to the benefit of
the Purchaser,  notwithstanding any restrictive or qualified  endorsement on any
Mortgage  Note or  Assignment  or the  examination  of any Mortgage  File.  Upon
discovery by Witmer,  GMACM or the Purchaser of a breach of the  representations
and warranties  made by Witmer or GMACM,  or upon the occurrence of a Repurchase
Event, in either case which  materially and adversely  affects  interests of the
Purchaser or its  assignee in any  Mortgage  Loan,  the party  discovering  such
breach or occurrence  shall give prompt written notice to the other parties.  If
the  substance  of  any  representation  or  warranty  has  been  breached,  the
repurchase  obligation  set forth in the  provisions  of this Section 7.03 shall
apply  notwithstanding any qualification as to the knowledge of Witmer or GMACM.
Following  discovery or receipt of notice of any such breach of a representation
or warranty  made by Witmer or GMACM or the  occurrence  of a Repurchase  Event,
GMACM or  Witmer,  as  applicable,  shall  either  (i) cure  such  breach in all
material  respects within 90 days from the date such Person was notified of such
breach or (ii)  repurchase  such  Mortgage  Loan at the related  Purchase  Price
within 90 days from the date such Person was notified of such breach;  provided,


                                       14
<PAGE>

however,  that  GMACM  or  Witmer,  as  applicable,  shall  have the  option  to
substitute a Qualified  Substitute Mortgage Loan or Loans for such Mortgage Loan
if such  substitution  occurs within two years  following the Closing Date;  and
provided  further that if the breach or occurrence would cause the Mortgage Loan
to be other than a "qualified  mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure,  repurchase or substitution  must occur within 90 days from
the  earlier of the date the breach was  discovered  or receipt of notice of any
such breach. In the event that any such breach shall involve any  representation
or warranty set forth in Section 7.01 or those relating to the Mortgage Loans or
a portion  thereof in the  aggregate,  and such  breach  cannot be cured  within
ninety days of the earlier of either  discovery by or notice to Witmer or GMACM,
as the case may be, of such breach,  all Mortgage  Loans  affected by the breach
shall,  at the option of the Purchaser,  be  repurchased by Witmer or GMACM,  as
applicable,  at the Purchase  Price or substituted  for in accordance  with this
Section 7.03.  If GMACM or Witmer  elects to  substitute a Qualified  Substitute
Mortgage  Loan or Loans for a Deleted  Mortgage  Loan  pursuant to this  Section
7.03,  such Person shall deliver to the Custodian with respect to such Qualified
Substitute  Mortgage  Loan or Loans,  the  original  Mortgage  Note  endorsed as
required by Section 6, and Witmer or GMACM, as applicable,  shall deliver to the
Servicer with respect to such Qualified  Substitute Mortgage Loan, the Mortgage,
an Assignment of the Mortgage in recordable form if required pursuant to Section
6, and such other  documents  and  agreements  as are required to be held by the
Servicer  pursuant to Section 6. No  substitution  will be made in any  calendar
month after the  Determination  Date for such month.  Monthly  Payments due with
respect to  Qualified  Substitute  Mortgage  Loans in the month of  substitution
shall not be part of the Trust Fund and will be  retained  by the  Servicer  and
remitted  by the  Servicer to such  Seller on the next  succeeding  Distribution
Date. For the month of  substitution,  distributions  to the  Certificateholders
will include the Monthly  Payment due on a Deleted  Mortgage Loan for such month
and thereafter  Witmer or GMACM, as applicable,  shall be entitled to retain all
amounts   received  in  respect  of  such  Deleted   Mortgage  Loan.  Upon  such
substitution,  the Qualified  Substitute Mortgage Loan or Loans shall be subject
to the terms of this Agreement in all respects, Witmer and GMACM, as applicable,
shall be deemed to have made the  representations  and  warranties  contained in
this Agreement with respect to the Qualified  Substitute  Mortgage Loan or Loans
and that such Mortgage Loans so substituted  are Qualified  Substitute  Mortgage
Loans as of the date of substitution.  In furtherance of the foregoing, if GMACM
or Witmer  repurchases  or substitutes a Mortgage Loan and is no longer a member
of MERS and the Mortgage is registered on the MERS(R) System, the Purchaser,  at
the expense of GMACM and without any right of reimbursement, shall cause MERS to
execute and deliver an assignment of the Mortgage in recordable form to transfer
the Mortgage  from MERS to GMACM or Witmer,  as the case may be, and shall cause
such  Mortgage  to be  removed  from  registration  on  the  MERS(R)  System  in
accordance with MERS' rules and regulations.

        In the event of a repurchase by Witmer or GMACM pursuant to this Section
7.03, the Purchaser shall (i) forward or cause to be forwarded the Mortgage File
for the  related  Mortgage  Loan to Witmer or GMACM,  as the case may be,  which
shall include the Mortgage Note endorsed  without recourse to such Seller or its
designee, (ii) cause the Servicer to release to Witmer or GMACM, as the case may
be, any remaining  documents in the related  Mortgage File which are held by the


                                       15
<PAGE>

Servicer,  and (iii)  forward or cause to be forwarded an assignment in favor of
Witmer  or  GMACM,  as the case  may be,  or its  designee  of the  Mortgage  in
recordable  form and acceptable to Witmer or GMACM,  as the case may be, in form
and substance and such other  documents or instruments of transfer or assignment
as may be  necessary  to vest in  Witmer  or  GMACM,  as the case may be, or its
respective  designee  title to any such  Mortgage  Loan (or with  respect to any
Mortgage  registered on the MERS(R) System,  if Witmer or GMACM, as the case may
be, is still a member of MERS, the Purchaser  shall cause MERS to show Witmer or
GMACM,  as the case may be, as the owner of record).  The Purchaser  shall cause
the related  Mortgage  File to be forwarded to Witmer or GMACM,  as the case may
be,  immediately after receipt of the related Purchase Price by wire transfer of
immediately available funds to an account specified by the Purchaser.

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

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

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

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

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

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


                                       16
<PAGE>

and their  respective  successors and assigns;  provided that this Agreement may
not be assigned, pledged or hypothecated by each Seller to a third party without
the prior written consent of the Purchaser.

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

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


                                       17
<PAGE>

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

                                       GMAC MORTGAGE CORPORATION, as Seller


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

                                       WITMER FUNDING LLC, as Seller
                                       By: GMAC Mortgage Corporation, as
                                       Administrator

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

                                       RESIDENTIAL ASSET MORTGAGE PRODUCTS,
                                       INC., as Purchaser


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


<PAGE>

                                   SCHEDULE I

                             MORTGAGE LOAN SCHEDULE





<PAGE>


                                  SCHEDULE I-A

                          GMACM MORTGAGE LOAN SCHEDULE



<PAGE>


                                  SCHEDULE I-B

                          WITMER MORTGAGE LOAN SCHEDULE




</TEXT>
</DOCUMENT>
