EXECUTION COPY
RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.,
as Purchaser,
GMAC MORTGAGE, LLC,
as Seller and
Servicer,
WALNUT GROVE MORTGAGE LOAN
TRUST 2003-A,
as Seller,
GMACM HOME EQUITY LOAN TRUST
2007-HE2,
as Issuer,
and
THE BANK OF NEW YORK TRUST
COMPANY, N.A.,
as Indenture Trustee
____________________________________________
MORTGAGE LOAN PURCHASE
AGREEMENT
____________________________________________
Dated as of June 28,
2007
ARTICLE I DEFINITIONS 3
Section 1.1
Definitions........................................................................3
Section 1.2 Other Definitional
Provisions......................................................3
ARTICLE II SALE OF MORTGAGE LOANS AND RELATED
PROVISIONS.........................................................4
Section 2.1 Sale of Initial Mortgage
Loans.....................................................4
Section 2.2 Sale of Subsequent Mortgage
Loans..................................................7
Section 2.3 Payment of Purchase
Price.........................................................10
ARTICLE III REPRESENTATIONS AND WARRANTIES; REMEDIES FOR
BREACH.................................................11
Section 3.1 Representations and
Warranties....................................................11
ARTICLE IV SELLERS'
COVENANTS...................................................................................21
Section 4.1 Covenants of the
Sellers..........................................................21
ARTICLE V SERVICING 22
Section 5.1
Servicing.........................................................................22
ARTICLE VI LIMITATION ON LIABILITY OF THE
SELLERS...............................................................22
Section 6.1 Limitation on Liability of the
Sellers............................................22
ARTICLE VII
TERMINATION.........................................................................................22
Section 7.1
Termination.......................................................................22
ARTICLE VIII MISCELLANEOUS
PROVISIONS...........................................................................22
Section 8.1
Amendment.........................................................................22
Section 8.2 Governing
Law.....................................................................23
Section 8.3
Notices...........................................................................23
Section 8.4 Severability of
Provisions........................................................25
Section 8.5 Relationship of
Parties...........................................................25
Section 8.6
Counterparts......................................................................25
Section 8.7 Further
Agreements................................................................25
Section 8.8 Intention of the
Parties..........................................................25
Section 8.9 Successors and Assigns; Assignment of
this Agreement..............................25
Section 8.10
Survival..........................................................................26
Section 8.11 Third Party
Beneficiary...........................................................26
EXHIBIT 1 MORTGAGE LOAN
SCHEDULE.....................................................................Exhibit
1-B-1
EXHIBIT 2 FORM OF SUBSEQUENT TRANSFER
AGREEMENT........................................................Exhibit
2-1
EXHIBIT 2 FORM OF ADDITION NOTICE
.....................................................................Exhibit
3-1
This Mortgage Loan Purchase Agreement (the "Agreement"),
dated as of June 28, 2007, is made among GMAC
Mortgage, LLC, as seller ("GMACM") and as servicer (in such
capacity, the "Servicer"), Walnut Grove Mortgage Loan
Trust 2003-A, as seller ("WG Trust 2003" and, together with
GMACM, each a "Seller" and collectively, the
"Sellers"), Residential Asset Mortgage Products, Inc., as
purchaser (the "Purchaser"), GMACM Home Equity Loan
Trust 2007-HE2, as issuer (the "Issuer"), and The Bank of New York
Trust Company, N.A., as indenture trustee (the
"Indenture Trustee").
WITNESSETH:
WHEREAS, GMACM, in the ordinary course of its business
acquires and originates home equity loans and
acquired or originated all of the home equity loans listed on the
Mortgage Loan Schedule attached as Exhibit 1
hereto (the "Initial Mortgage Loans");
WHEREAS, GMACM sold a portion of the Initial Mortgage
Loans (the "WG Trust 2003 Initial Mortgage Loans")
and intends to sell a portion of the Subsequent Mortgage Loans to
be sold by WG Trust 2003 hereunder, to Walnut
Grove Funding, LLC ("Walnut Grove"), pursuant to a Mortgage Loan
Purchase Agreement (the "Walnut Grove Purchase
Agreement"), dated as of January 31, 2003 (each date of sale, a
"Prior Transfer Date") among Walnut Grove, as
purchaser, GMACM, as seller, WG Trust 2003, as Issuer and Bank One,
National Association, as trustee;
WHEREAS, Walnut Grove sold the WG Trust 2003 Initial
Mortgage Loans to WG Trust 2003 pursuant to a Trust
Agreement, dated as of January 31, 2003, between Walnut Grove,
as depositor and Wilmington Trust Company, as
owner trustee;
WHEREAS, GMACM owns the Cut-Off Date Principal
Balances and the Related Documents for the portion of
Initial Mortgage Loans identified on the Mortgage Loan
Schedule attached as Exhibit 1-A hereto (the "GMACM
Initial Mortgage Loans"), including rights to (a) any
property acquired by foreclosure or deed in lieu of
foreclosure or otherwise, and (b) the proceeds of any insurance
policies covering the GMACM Initial Mortgage Loans;
WHEREAS, WG Trust 2003 owns the Cut-Off Date
Principal Balances and the Related Documents for the
WG Trust 2003 Initial Mortgage Loans identified on the Mortgage
Loan Schedule-B attached as Exhibit 1-B hereto,
including rights to (a) any property acquired by foreclosure or
deed in lieu of foreclosure or otherwise, and
(b) the proceeds of any insurance policies covering the WG Trust
2003 Initial Mortgage Loans;
WHEREAS, the parties hereto desire that: (i) GMACM sell
the Cut-Off Date Principal Balances of the GMACM
Initial Mortgage Loans to the Purchaser on the Closing Date
pursuant to the terms of this Agreement together with
the Related Documents relating to the GMACM Initial Mortgage
Loans created on or after the Cut-Off Date, (ii)
WG Trust 2003 sell the Cut-Off Date Principal Balances of the
WG Trust 2003 Initial Mortgage Loans to the
Purchaser on the Closing Date pursuant to the terms of this
Agreement together with the Related Documents
relating to the WG Trust 2003 Initial Mortgage Loans created on
or after the Cut-Off Date, (iii) the Sellers may
sell Subsequent Mortgage Loans to the Issuer on one or more
Subsequent Transfer Dates pursuant to the terms of
the related Subsequent Transfer Agreement, and (iv) the related
Seller and GMACM make certain representations and
warranties on the Closing Date and on each Subsequent Transfer
Date;
WHEREAS, pursuant to the Trust Agreement, the
Purchaser will sell the Initial Mortgage Loans and
transfer all of its rights under this Agreement to the Issuer on
the Closing Date;
WHEREAS, pursuant to the terms of the Servicing Agreement,
the Servicer will service the Mortgage Loans;
WHEREAS, pursuant to the terms of the Trust Agreement, the
Issuer will issue the Certificates;
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 June 28, 2007 (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.
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 Initial Mortgage Loans.
(a) GMACM, 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, wherever located: (i) the GMACM Initial Mortgage Loans
(including the Cut-Off Date Principal Balances
of the GMACM Initial Mortgage Loans now existing), 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 interest
thereon in respect of any period prior to the Cut-Off Date); (ii)
the interest of GMACM in any insurance policies
in respect of the GMACM Initial Mortgage Loans; and (iii) all
proceeds of the foregoing.
(b) Reserved.
(c) WG Trust 2003, 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 WG Trust Initial
Mortgage Loans (including the Cut-Off Date Principal
Balances of the WG Initial Mortgage Loans now existing), 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
interest thereon in respect of any period prior to the Cut-Off
Date); (ii) the WG Trust 2003's interest in any
insurance policies in respect of the WG Trust 2003 Initial
Mortgage Loans; and (iii) all proceeds of the
foregoing.
(d) In connection with the conveyance by GMACM of the
GMACM Initial Mortgage Loans and any Subsequent
Mortgage Loans, GMACM further agrees, at its own expense, on
or prior to the Closing Date with respect to the
Principal Balances of the GMACM Initial Mortgage Loans and on or
prior to the related Subsequent Cut-Off Date in
the case of such Subsequent Mortgage Loans sold by it, to
indicate in its books and records that the GMACM
Initial Mortgage Loans have been sold to the Purchaser
pursuant to this Agreement, and, in the case of the
Subsequent Mortgage Loans, to the Issuer pursuant to the related
Subsequent Transfer Agreement, and to deliver to
the Purchaser true and complete lists of all of the Mortgage
Loans sold by GMACM specifying for each Mortgage
Loan (i) its account number and (ii) its Cut-Off Date Principal
Balance or Subsequent Cut-Off Date Principal
Balance. The Mortgage Loan Schedule indicating such information
with respect to the Mortgage Loans sold by GMACM
shall be marked as Exhibit 1-A to this Agreement and is
hereby incorporated into and made a part of this
Agreement.
(e) In connection with the conveyance by WG Trust 2003 of
the WG Trust Initial Mortgage Loans and any
Subsequent Mortgage Loans, such Seller further agrees, at its
own expense, on or prior to the Closing Date with
respect to the Principal Balances of such WG Trust Initial
Mortgage Loans and on or prior to the related
Subsequent Cut-Off Date in the case of such Subsequent Mortgage
Loans sold by it, to indicate in its books and
records that the respective WG Trust Initial Mortgage Loans
have been sold to the Purchaser pursuant to this
Agreement, and, in the case of the Subsequent Mortgage Loans, to
the Issuer pursuant to the related Subsequent
Transfer Agreement. GMACM, as Servicer of the Mortgage Loans
sold by WG Trust 2003, agrees to deliver to the
Purchaser true and complete lists of all of the Mortgage Loans
sold by each Seller specifying for each Mortgage
Loan (i) its account number and (ii) its Cut-Off Date Principal
Balance or Subsequent Cut-Off Date Principal
Balance. The Mortgage Loan Schedule indicating such
information with respect to the Mortgage Loans sold by
WG Trust 2003 shall be marked as Exhibit 1-B to this Agreement and
is hereby incorporated into and made a part of
this Agreement.
(f) In connection with the conveyance by GMACM of the
GMACM Initial Mortgage Loans and any Subsequent
Mortgage Loans sold by it and the conveyance by WG Trust 2003
of the WG Trust Initial Mortgage Loans and any
Subsequent Mortgage Loans sold by such Seller, GMACM shall, (A)
with respect to each Mortgage Loan, on behalf of
the Purchaser deliver to, and deposit with the Custodian, at
least five (5) Business Days before the Closing Date
in the case of an Initial Mortgage Loan, and, on behalf of the
Issuer, three (3) Business Days prior to the
related Subsequent Transfer Date in the case of a Subsequent
Mortgage Loan, the original Mortgage Note endorsed
or assigned without recourse in blank (which endorsement
shall contain either an original signature or a
facsimile signature of an authorized officer of GMACM) 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 any modification agreement or amendment to such Mortgage
Note and (B) except as provided in clause (A) with
respect to the Mortgage Notes, 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, the Certificateholders or the Enhancer in such
Mortgage Loan, including GMACM's failure to
deliver the Mortgage Note to the Custodian on behalf of the
Indenture Trustee, GMACM 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 a Seller shall have the
option to substitute an Eligible Substitute Loan
or Loans for such Mortgage Loan only if such substitution occurs
within two years following the Closing Date. If
a material defect in any of the documents in the Mortgage File
held by the Servicer 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, the
Certificateholders or the Enhancer in such Mortgage
Loan, including GMACM's failure to deliver such documents to
the Servicer on behalf of the Indenture Trustee,
GMACM 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 a Seller shall have the option to
substitute an Eligible Substitute Loan or Loans for such Mortgage
Loan only if such substitution occurs within
two years following the Closing Date.
Upon sale of the Initial 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 Initial Mortgage Loans that are
prepared by or that come into the possession of any
Seller, as a seller of the Initial Mortgage Loans hereunder or
by GMACM in its capacity as Servicer under the
Servicing Agreement shall immediately vest in the Purchaser, and
shall be promptly delivered to the Servicer in
the case of the documents in possession of WG Trust 2003 and
retained and maintained in trust by GMACM as the
Servicer (except for the Mortgage Notes, which shall be retained
by the Custodian) at the will of the Purchaser,
in such custodial capacity only. Each Seller's records will
accurately reflect the sale of each Initial 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.
(g) The parties hereto intend that the transactions set forth
herein constitute a sale by the Sellers to the
Purchaser of each of the Sellers' right, title and interest in and
to their respective Initial 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, each Seller hereby grants to the Purchaser a
security interest in all of such Seller's right,
title and interest in, to and under all accounts, chattel papers,
general intangibles, contract rights, payment
intangibles, 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 Initial
Mortgage Loans and such other property, to secure all of such
Seller's obligations hereunder, and this Agreement
shall and hereby does constitute a security agreement under
applicable law. Each Seller agrees to take or cause
to be taken such actions and to execute such documents, including
the filing of any continuation statements with
respect to the UCC-1 financing statements filed with respect to
the Initial 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
such Seller or the filing of any additional UCC-1 financing
statements due to the change in the principal office
or jurisdiction of incorporation of such Seller, as are
necessary to perfect and protect the Purchaser's and its
assignees' interests in each Initial Mortgage Loan and the
proceeds thereof. The Servicer shall file any such
continuation statements on a timely basis.
(h) In connection with the assignment of any Mortgage Loan
registered on the MERS(R)System, GMACM further
agrees that it will cause, at GMACM's own expense, as soon as
practicable after the Closing Date, the MERS(R)
System to indicate that such Mortgage Loan has been assigned by
GMACM 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. GMACM 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.......Sale of Subsequent Mortgage Loans.
(a) Subject to the conditions set forth in paragraphs (b)
and (c) below (the satisfaction of which (other
than the conditions specified in paragraphs (b)(i), (b)(ii)
and (b)(iii)) shall be evidenced by an Officer's
Certificate of GMACM dated the date of the related Subsequent
Transfer Date), in consideration of the Issuer's
payment of the purchase price provided for in Section 2.3 on one
or more Subsequent Transfer Dates using amounts
on deposit in the Pre-Funding Account), each Seller may, on the
related Subsequent Transfer Date, sell, transfer,
assign, set over and convey without recourse to the Issuer but
subject to the other terms and provisions of this
Agreement all of the right, title and interest of such Seller in
and to (i) Subsequent Mortgage Loans identified
on the related Mortgage Loan Schedule attached to the related
Subsequent Transfer Agreement delivered by GMACM on
such Subsequent Transfer Date, (ii) all money due or to become
due on such Subsequent Mortgage Loan and all
collections received on or after the related Subsequent Cut-Off
Date and (iii) all items with respect to such
Subsequent Mortgage Loans to be delivered pursuant to Section
2.1 above and the other items in the related
Mortgage Files; provided, however, that the Seller of a
Subsequent Mortgage Loan reserves and retains all right,
title and interest in and to principal received and interest
accruing on such Subsequent Mortgage Loan prior to
the related Subsequent Cut-Off Date. Any transfer to the Issuer
by a Seller of Subsequent Mortgage Loans shall
be absolute, and is intended by the Issuer and such Seller to
constitute and to be treated as a sale of such
Subsequent Mortgage Loans by such Seller to the Issuer. In the
event that any such transaction is deemed not to
be a sale, GMACM and WG Trust 2003, as the case may be, hereby
grant to the Issuer as of each Subsequent Transfer
Date a security interest in all of such 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
related Subsequent Mortgage Loans and such other
property, to secure all of such Seller's obligations hereunder,
and this Agreement shall constitute a security
agreement under applicable law. Each Seller agrees to take or
cause to be taken such actions and to execute such
documents, including the filing of all necessary UCC-1 financing
statements filed in the State of Delaware and
the Commonwealth of Pennsylvania (which shall be submitted
for filing as of the related Subsequent Transfer
Date), any continuation statements with respect thereto and any
amendments thereto required to reflect a change
in the name or corporate structure of such Seller or the filing of
any additional UCC-1 financing statements due
to the change in the principal office or jurisdiction of
incorporation of such Seller, as are necessary to
perfect and protect the interests of the Issuer and its
assignees in each Subsequent Mortgage Loan and the
proceeds thereof. The Servicer shall file any such continuation
statements on a timely basis.
The Issuer on each Subsequent Transfer Date shall
acknowledge its acceptance of all right, title and
interest to the related Subsequent Mortgage Loans and other
property, existing on the Subsequent Transfer Date
and thereafter created, conveyed to it pursuant to this Section
2.2.
The Issuer shall be entitled to all scheduled
principal payments due on and after each Subsequent
Cut-Off Date, all other payments of principal due and collected
on and after each Subsequent Cut-Off Date, and
all payments of interest on any related Subsequent Mortgage
Loans, minus that portion of any such interest
payment that is allocable to the period prior to the related
Subsequent Cut-Off Date.
(b) Any Seller may transfer to the Issuer Subsequent
Mortgage Loans and the other property and rights
related thereto described in Section 2.2(a) above, and during the
Pre-Funding Period, upon the release of funds
on deposit in the Pre-Funding Account, in accordance with the
Servicing Agreement, only upon the satisfaction of
each of the following conditions on or prior to the related
Subsequent Transfer Date:
(i) such Seller or GMACM, as Servicer, shall have provided
the Indenture Trustee, the Rating Agencies and
the Enhancer with a timely Addition Notice substantially in the
form of Exhibit 3, which notice shall be given no
later than seven Business Days prior to the related Subsequent
Transfer Date, and shall designate the Subsequent
Mortgage Loans to be sold to the Issuer, the aggregate Principal
Balance of such Subsequent Mortgage Loans as of
the related Subsequent Cut-Off Date and any other information
reasonably requested by the Indenture Trustee or
the Enhancer with respect to such Subsequent Mortgage Loans;
(ii) such Seller shall have delivered to the Indenture
Trustee and the Enhancer a duly executed Subsequent
Transfer Agreement substantially in the form of Exhibit 2, (A)
confirming the satisfaction of each condition
precedent and representations specified in this Section
2.2(b) and in Section 2.2(c) and in the related
Subsequent Transfer Agreement and (B) including a Mortgage Loan
Schedule listing the Subsequent Mortgage Loans;
(iii) as of each Subsequent Transfer Date, as evidenced by
delivery to the Indenture Trustee of the Subsequent
Transfer Agreement in the form of Exhibit 2, the respective Seller
shall not be insolvent, made insolvent by such
transfer or aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material
adverse tax consequence to the Issuer or, due to
any action or inaction on the part of the respective Seller, to the
Securityholders or the Enhancer; and
(v) the Enhancer shall have approved the sale of the
Subsequent Mortgage Loans (which approval shall not be
unreasonably withheld) within five (5) Business Days of receipt
of an electronic file containing the information
regarding the Subsequent Mortgage Loans that was delivered to the
Enhancer prior to the Closing Date with respect
to the Initial Mortgage Loans; provided, that if the Enhancer
shall not have notified the respective Seller or
GMACM within such five (5) Business Days that the Enhancer does
not so approve, such sale of Subsequent Mortgage
Loans shall be deemed approved by the Enhancer.
(c) The obligation of the Issuer to purchase a Subsequent
Mortgage Loan on any Subsequent Transfer Date is
subject to the following conditions: (i) each such Subsequent
Mortgage Loan must satisfy the representations and
warranties specified in the related Subsequent Transfer
Agreement and this Agreement; (ii) no such Seller has
selected such Subsequent Mortgage Loans in a manner that it
reasonably believes is adverse to the interests of
the Noteholders or the Enhancer; and (iii) as of the related
Subsequent Cut-Off Date each Subsequent Mortgage
Loan will satisfy the following conditions: (A) such
Subsequent Mortgage Loan may not be 30 or more days
contractually delinquent as of the related Subsequent Cut-Off
Date and no more than 1.00% of the Subsequent
Mortgage Loans will have been 30 or more days delinquent in the
twelve months preceding the applicable Subsequent
Transfer Date; (B) the original stated term to maturity of such
Subsequent Mortgage Loan will not exceed 360
months; (C) such Subsequent Mortgage Loan will be underwritten
substantially in accordance with the criteria set
forth under "Description of the Mortgage Loans-- Underwriting
Standards" in the Prospectus Supplement; (D) such
Subsequent Mortgage Loan must have a CLTV at origination of no
more than 100.00%; (E) such Subsequent Mortgage
Loan shall not provide for negative amortization; (F) following
the purchase of such Subsequent Mortgage Loans by
the Issuer, the Mortgage Loans included in the Trust Estate
must have a weighted average interest rate, a
weighted average remaining term to maturity and a weighted
average CLTV at origination, as of each Subsequent
Cut-Off Date, that does not vary materially from the Initial
Mortgage Loans included initially in the Trust
Estate, and the percentage of Mortgage Loans (by aggregate
principal balance) that are secured by second liens on
the related Mortgaged Properties shall be no greater than the
percentage of Initial Mortgage Loans; (G) such
Subsequent Mortgage Loan must be secured by a mortgage in a first
or second lien position; (H) such Subsequent
Mortgage Loan must not have an interest rate below 5.000%;
(J) following the purchase of such Subsequent
Mortgage Loan by the Issuer, the Subsequent Mortgage Loans
included in the Trust Estate must have a weighted
average interest rate of at least 8.825%, a weighted average
Principal Balance of not more than $55,000, a
concentration in any one state of more than 25.00%; and (K)
the remaining term to stated maturity of such
Subsequent Mortgage Loan must not extend beyond November 2037.
Subsequent Mortgage Loans with characteristics
materially varying from those set forth above may be
purchased by the Issuer and included in the Trust Estate if
they are acceptable to the Enhancer, in its
reasonable discretion; provided, however, that the addition of
such Subsequent Mortgage Loans will not materially
affect the aggregate characteristics of the Mortgage Loans in the
Trust Estate.
Neither of the Sellers shall transfer Subsequent
Mortgage Loans with the intent to mitigate losses on
Mortgage Loans previously transferred.
(d) Within five Business Days after each Subsequent
Transfer Date, GMACM shall deliver to the Rating
Agencies, the Indenture Trustee and the Enhancer a copy of the a
Mortgage Loan Schedule reflecting the Subsequent
Mortgage Loans in electronic format.
(e) In the event that a mortgage loan is not acceptable to
the Enhancer as a Subsequent Mortgage Loan
pursuant to Section 2.2(b)(vi) hereof, the Enhancer and GMACM may
mutually agree to the transfer of such mortgage
loan to the Issuer as a Subsequent Mortgage Loan, subject to
any increase in the Overcollateralization Amount
that may be agreed to by GMACM and the Enhancer pursuant to the
Indenture, in which event GMACM shall deliver to
the Issuer and the Indenture Trustee, with a copy to the
Enhancer, an Officer's Certificate confirming the
agreement to the transfer of such Subsequent Mortgage Loan and
specifying the amount of such increase in the
Overcollateralization Amount, which additional
Overcollateralization Amount may not be contributed by GMACM.
Section 2.3.......Payment of Purchase Price.
(a) The sale of the Initial Mortgage Loans shall take
place on the Closing Date, subject to and
simultaneously with the deposit of the Initial Mortgage Loans
into the Trust Estate, the deposit of the Original
Pre-Funded Amount and the Interest Coverage Amount into the Pre
Funding Account and the Capitalized Interest
Account, respectively, and the issuance of the Securities. The
purchase price for the GMACM Initial Mortgage
Loans to be paid by the Purchaser to GMACM on the Closing Date
shall be an amount equal to $514,499,803.10 in
immediately available funds, together with the Certificates, in
respect of the Cut-Off Date Principal Balances
thereof. The purchase price for the WG Trust 2003 Initial
Mortgage Loans to be paid by the Purchaser to WG Trust
2003 on the Closing Date shall be an amount equal to
$403,122,187.36 in immediately available funds, in respect
of the Cut-Off Date Principal Balances thereof. The purchase
price paid for any Subsequent Mortgage Loan by the
Indenture Trustee from funds on deposit in the Pre-Funding
Account, at the direction of the Issuer, pursuant to
the terms hereunder shall be one-hundred percent (100%) of the
Subsequent Cut-Off Date Principal Balance thereof
(as identified on the Mortgage Loan Schedule attached to the
related Subsequent Transfer Agreement provided by
GMACM).
(b) In consideration of the sale of the GMACM Initial
Mortgage Loans by GMACM to the Purchaser on the
Closing Date, the Purchaser shall pay to GMACM on the Closing
Date by wire transfer of immediately available
funds to a bank account designated by GMACM, the amount
specified above in paragraph (a) for the GMACM Initial
Mortgage Loans; provided, that such payment may be on a net
funding basis if agreed by GMACM and the Purchaser.
In consideration of the sale of any Subsequent Mortgage Loan
by GMACM to the Issuer, the Issuer shall pay to
GMACM by wire transfer of immediately available funds to a bank
account designated by GMACM, the amount specified
above in paragraph (a) for each Subsequent Mortgage Loan sold by
GMACM.
(c) In consideration of the sale of the WG Trust 2003
Initial Mortgage Loans by WG Trust 2003 to the
Purchaser on the Closing Date, the Purchaser shall pay to WG
Trust 2003 on the Closing Date by wire transfer of
immediately available funds to a bank account designated by
WG Trust 2003, the amount specified above in
paragraph (a) for the WG Trust 2003 Initial Mortgage Loans;
provided, that such payment may be on a net funding
basis if agreed by WG Trust 2003 and the Purchaser. In
consideration of the sale of any Subsequent Mortgage Loan
by WG Trust 2003 to the Issuer, the Issuer shall pay to WG Trust
2003 by wire transfer of immediately available
funds to a bank account designated by WG Trust 2003, the
amount specified above in paragraph (a) for each
Subsequent Mortgage Loan sold by WG Trust 2003.
ARTICLE III
REPRESENTATIONS AND
WARRANTIES;
REMEDIES FOR BREACH
Section 3.1.......Representations and Warranties.GMACM
represents and warrants to the Purchaser, as of the
Closing Date and as of each Subsequent Transfer Date (or if
otherwise specified below, as of the date so
specified):
(a)......As to GMACM:
(i) GMACM is a limited liability company 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) GMACM has the power and authority to make, execute,
deliver and perform its obligations under this
Agreement and each Subsequent Transfer Agreement to which it is a
party and all of the transactions contemplated
under this Agreement and each such Subsequent Transfer Agreement,
and has taken all necessary corporate action to
authorize the execution, delivery and performance of this Agreement
and each such Subsequent Transfer Agreement;
(iii) GMACM 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 or any
Subsequent Transfer 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 and any
Subsequent Transfer Agreement by GMACM and its
performance and compliance with the terms of this Agreement and
each such Subsequent Transfer 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;
(v) No litigation before any court, tribunal or governmental
body is currently pending, or to the knowledge
of GMACM threatened, against GMACM or with respect to this
Agreement or any Subsequent Transfer 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 or any Subsequent Transfer
Agreement;
(vi) Reserved;
(vii) This Agreement and each Subsequent Transfer Agreement to
which it is a party, 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;
(viii) This Agreement constitutes a valid transfer and
assignment to the Purchaser of all right, title and
interest of GMACM in and to the GMACM Initial Mortgage Loans,
including the Cut-Off Date Principal Balances with
respect to the GMACM Initial Mortgage Loans, all monies due or
to become due with respect thereto, and all
proceeds of
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