MORTGAGE LOAN PURCHASE AGREEMENT

 

                                                 

 

 

                        MORTGAGE LOAN PURCHASE AGREEMENT

 

        This is a Mortgage Loan Purchase Agreement (the "Agreement") dated as of

May   26,   005   by   and   between   GMAC   Mortgage    Corporation,    a   Pennsylvania

corporation,   having an office at 100 Witmer Road,   Horsham,   Pennsylvania 19044

(the   "Seller")   and   Residential   Asset   Mortgage   Products,   Inc.,   a Delaware

corporation,    and   having   an   office   at   8400    Normandale    Lake   Boulevard,

Minneapolis, Minnesota 55437 (the "Purchaser").

 

        The Seller agrees to sell to the   Purchaser and the Purchaser   agrees to

purchase from the Seller certain mortgage loans on a servicing-retained basis as

described   herein (the   "Mortgage   Loans").   The following   terms are defined as

follows:

 

Aggregate Principal Balance

(as of the Cut-Off Date):         

 

                        $523,717,646.45   (after deduction of scheduled principal

                        payments due on or before the Cut-Off   Date,   whether or

                        not collected, but without deduction of prepayments that

                        may have been made but not   reported to the Seller as of

                        the close of business on such date).

 

Closing Date:            May 26,   2005,   or such   other   date as may be

                        agreed upon by the parties hereto.

 

Cut-Off Date:            May 1, 2005.

 

Mortgage Loan:

 

                        A hybrid adjustable rate, fully-amortizing,   first lien,

                        residential   conventional mortgage loan having a term of

                        not   more   than   30   years   and   secured   by    Mortgaged

                        Property.

 

 

Mortgaged Property:                 

 

                         A single   parcel of real   property on which is located a

                        detached   single-family   residence, a two-to-four family

                        dwelling, a townhouse,   an individual   condominium unit,

                        or an individual unit in a planned unit development,   or

                        a proprietary   lease in a unit in a   cooperatively-owned

                        apartment building and stock in the related   cooperative

                        corporation.

 

 

Pooling and   Servicing   Agreement:

 

                        The pooling and servicing agreement, dated as of May 26,

                        2005, among Residential Asset Mortgage   Products,   Inc.,

                        as company, GMAC Mortgage   Corporation,   as servicer and

                        Deutsche Bank National   Trust   Company,   as trustee (the

                        "Trustee").

 

 

Repurchase Event:                    

 

                        With respect to any Mortgage Loan as to which the Seller

                        delivers   an   affidavit   certifying   that   the   original

                        Mortgage Note has been lost or   destroyed,   a subsequent

                        default on such Mortgage Loan if the enforcement thereof

                         or of the related   Mortgage is materially   and adversely

                        affected by the absence of such original Mortgage Note.

 

 

All   capitalized   terms used but not   defined   herein   shall   have the   meanings

assigned   thereto in the Pooling and   Servicing   Agreement.   The parties   intend

hereby   to   set   forth   the   terms   and   conditions    upon   which   the   proposed

transactions   will be effected   and, in   consideration   of the   premises and the

mutual agreements set forth herein, agree as follows:

 

SECTION 1. Agreement to Sell and Purchase   Mortgage Loans.   The Seller agrees to

sell to the   Purchaser   and the   Purchaser   agrees to   purchase   from the Seller

certain   Mortgage   Loans   having   an   aggregate   amount   equal to the   Aggregate

Principal Balance as of the Cut-Off Date.

 

SECTION 2.   Mortgage Loan   Schedule.   The Seller has provided to the Purchaser a

schedule   setting forth all of the Mortgage Loans to be purchased on the Closing

Date under this   Agreement,   which shall be   attached   hereto as Schedule I (the

"Mortgage Loan Schedule").

 

SECTION 3. Purchase Price of Mortgage   Loans.   The purchase price (the "Purchase

Price") to be paid to the Seller by the Purchaser   for the Mortgage   Loans shall

be the sum of (i)   $527,016,451.36   and (ii) a 0.01% Percentage   Interest in the

Class R Certificates issued pursuant to the Pooling and Servicing Agreement. The

cash portion of the purchase price shall be paid by wire transfer of immediately

available funds on the Closing Date to the account specified by the Seller.

 

        The Purchaser and Seller intend that the conveyance by the Seller to the

Purchaser   of all its right,   title and   interest in and to the   Mortgage   Loans

pursuant to this Agreement shall be, and be construed as, a sale of the Mortgage

Loans by the Seller to the   Purchaser.   It is,   further,   not intended that such

conveyance be deemed to be a grant of a security   interest in the Mortgage Loans

by the   Seller   to the   Purchaser   to secure a debt or other   obligation   of the

Seller. However, in the event that the Mortgage Loans are held to be property of

the Seller,   or if for any reason this   Agreement   is held or deemed to create a

security   interest in the   Mortgage   Loans,   then it is   intended   that (a) this

Agreement   shall be and hereby is a   security   agreement   within the   meaning of

Articles 9 of the   Pennsylvania   Uniform   Commercial   Code, 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 the Seller to the Purchaser of a security interest

in all of the Seller's right, title and interest, whether now owned or hereafter

acquired,   in and to the following:   (A) the Mortgage Loans,   including (i) with

respect to each Cooperative Loan, the related Mortgage Note, Security Agreement,

Assignment of Proprietary   Lease,   Cooperative   Stock   Certificate,   Cooperative

Lease,   (ii) with respect to each Mortgage   Loan other than a Cooperative   Loan,

the related Mortgage Note and Mortgage and (iii) any insurance   policies and all

other documents in the related   Mortgage File, (B) all amounts payable   pursuant

to the Mortgage Loans in accordance with the terms thereof,   (C) all proceeds of

the   conversion,    voluntary   or   involuntary,    of   the   foregoing   into   cash,

instruments,    securities   or   other    property,    (D)   all   accounts,    general

intangibles,   chattel paper,   instruments,   documents,   money, deposit accounts,

goods, letters of credit, letter-of-credit rights, oil, gas, and other minerals,

and   investment   property   consisting of, arising from or relating to any of the

foregoing   and (E) all   proceeds of the   foregoing;   (c) the   possession   by the

Trustee, the Custodian or any other agent of the Trustee of any of the foregoing

shall be deemed to be   possession   by the   secured   party,   or   possession   by a

purchaser   or a person   holding   for the   benefit   of such   secured   party,   for

purposes of   perfecting   the   security   interest   pursuant   to the   Pennsylvania

Uniform   Commercial Code, the Delaware   Uniform   Commercial Code and the Uniform

Commercial   Code   of   any   other   applicable   jurisdiction   (including,   without

limitation,   Sections 9-313 and 9-314 of each thereof); and (d) notifications to

persons holding such property,   and   acknowledgments,   receipts or confirmations

from   persons   holding   such   property,   shall be   deemed   notifications   to, or

acknowledgments,   receipts or   confirmations   from,   securities   intermediaries,

bailees or agents of, or persons   holding for, the Trustee (as   applicable)   for

the purpose of   perfecting   such security   interest   under   applicable   law. The

Seller shall, to the extent consistent with this Agreement, take such reasonable

actions as may be necessary to ensure that, if this Agreement were determined to

create   a   security   interest   in the   Mortgage   Loans   and the   other   property

described   above,   such security   interest would be determined to be a perfected

security   interest of first priority under applicable law and will be maintained

as such throughout the term of this Agreement.   Without   limiting the generality

of the foregoing, the Seller shall prepare and deliver to the Purchaser not less

than 15 days prior to any filing date,   and the   Purchaser   shall file, or shall

cause to be filed,   at the   expense of the   Seller,   all   filings   necessary   to

maintain the   effectiveness of any original filings   necessary under the Uniform

Commercial   Code as in effect in any   jurisdiction   to perfect   the   Purchaser's

security   interest in the   Mortgage   Loans,   including   without   limitation   (x)

continuation   statements,   and (y) such other statements as may be occasioned by

(1) any change of name of the Seller or the Purchaser, (2) any change of type or

jurisdiction of organization of the Seller,   or (3) any transfer of any interest

of the Seller in any Mortgage Loan.

 

        Notwithstanding   the   foregoing,   (i)   the   Seller   in its   capacity   as

Servicer   shall retain all   servicing   rights   (including,   without   limitation,

primary   servicing   and master   servicing)   relating   to or   arising   out of the

Mortgage Loans, and all rights to receive   servicing fees,   servicing income and

other payments made as compensation   for such servicing   granted to it under the

Pooling and Servicing   Agreement   pursuant to the terms and conditions set forth

therein (collectively, the "Servicing Rights") and (ii) the Servicing Rights are

not included in the   collateral in which the Seller   grants a security   interest

pursuant to the immediately preceding paragraph.

 

SECTION 4. Record Title and   Possession   of Mortgage   Files.   The Seller   hereby

sells,   transfers,   assigns,   sets over and   conveys to the   Purchaser,   without

recourse,   but   subject to the terms of this   Agreement   and the   Seller   hereby

acknowledges that the Purchaser,   subject to the terms of this Agreement,   shall

have all the right,   title and   interest   of the   Seller in and to the   Mortgage

Loans.   From the Closing Date, but as of the Cut-off Date, the ownership of each

Mortgage Loan,   including the Mortgage   Note, the Mortgage,   the contents of the

related Mortgage File and all rights, benefits, proceeds and obligations arising

therefrom or in   connection   therewith,   has been vested in the   Purchaser.   All

rights   arising out of the   Mortgage   Loans   including,   but not limited to, all

funds   received on or in connection   with the Mortgage   Loans and all records or

documents   with respect to the Mortgage Loans prepared by or which come into the

possession   of the Seller   shall be received and held by the Seller in trust for

the exclusive   benefit of the Purchaser as the owner of the Mortgage   Loans.   On

and after the   Closing   Date,   any   portion   of the   related   Mortgage   Files or

servicing   files   related   to the   Mortgage   Loans   (the   "Servicing   Files") in

Seller's possession shall be held by Seller in a custodial capacity only for the

benefit of the   Purchaser.   The Seller shall release its custody of any contents

of the related Mortgage Files or Servicing Files only in accordance with written

instructions of the Purchaser or the Purchaser's designee.

 

SECTION 5. Books and Records.   The sale of each Mortgage Loan has been reflected

on the Seller's balance sheet and other financial statements as a sale of assets

by the   Seller.   The Seller   shall be   responsible   for   maintaining,   and shall

maintain, a complete set of books and records for the Mortgage Loans which shall

be appropriately   identified in the Seller's   computer system to clearly reflect

the ownership of the Mortgage Loans by the Purchaser.

 

SECTION 6.      Delivery of Mortgage Notes.

               --------------------------

 

(a) On or prior to the Closing   Date,   the Seller shall deliver to the Purchaser

or the Custodian, as directed by the Purchaser, the original Mortgage Note, with

respect to each Mortgage Loan so assigned,   endorsed   without recourse in blank,

or in the name of the Trustee as trustee,   and signed by an   authorized   officer

(which   endorsement   shall contain   either an original   signature or a facsimile

signature   of an   authorized   officer   of the   Seller,   and if in the form of an

allonge,   the   allonge   shall   be   stapled   to   the   Mortgage   Note),   with   all

intervening   endorsements   showing a complete chain of title from the originator

to the Seller.   If the   Mortgage   Loan was acquired by the endorser in a merger,

the   endorsement   must be by   "____________,   successor   by   merger   to [name of

predecessor]".   If the Mortgage   Loan was acquired or originated by the endorser

while   doing   business   under   another   name,    the    endorsement    must   be   by

"____________   formerly known as [previous name]." The delivery of each Mortgage

Note to the Purchaser or the Custodian is at the expense of the Seller.

 

               In lieu of delivering   the Mortgage Note relating to any Mortgage

Loan, the Seller may deliver or cause to be delivered a lost note affidavit from

the Seller   stating   that the   original   Mortgage   Note was lost,   misplaced   or

destroyed,   and, if available,   a copy of each original Mortgage Note; provided,

however,   that in the case of   Mortgage   Loans   which have been   prepaid in full

after the Cut-off   Date and prior to the Closing   Date,   the Seller,   in lieu of

delivering the above documents,   may deliver to the Purchaser a certification to

such effect and shall   deposit all amounts paid in respect of such Mortgage Loan

in the Payment Account on the Closing Date.

 

(b) If any Mortgage   Note is not delivered to the Purchaser (or the Custodian as

directed by the Purchaser) or the Purchaser discovers any defect with respect to

a Mortgage   Note which   materially   and   adversely   affects the interests of the

Certificateholders in the related Mortgage Loan, the Purchaser shall give prompt

written   specification of such defect or omission to the Seller,   and the Seller

shall cure such defect or omission in all material   respects or repurchase   such

Mortgage Loan or substitute a Qualified   Substitute   Mortgage Loan in the manner

set forth in Section 7.03. It is   understood   and agreed that the   obligation of

the Seller to cure a material   defect in, or   substitute   for, or   purchase   any

Mortgage Loan as to which a material   defect in, or omission of, a Mortgage Note

exists,   shall   constitute the sole remedy   respecting   such material   defect or

omission available to the Purchaser, Certificateholders or the Trustee on behalf

of Certificateholders.

 

(c) All   other   documents   contained   in the   Mortgage   File   and   any   original

documents   relating to the Mortgage   Loans not contained in the Mortgage File or

delivered to the   Purchaser,   are and shall be retained by the Servicer in trust

as agent for the Purchaser.

 

               In the event that in connection   with any Mortgage   Loan: (a) the

original recorded Mortgage (or evidence of submission to the recording   office),

(b) all interim recorded   assignments,   (c) the original   recorded   modification

agreement,   if required,   or (d) evidence of title insurance   (together with all

riders   thereto,   if any) satisfying the   requirements of clause (I)(ii),   (iv),

(vi) or (vii) of the   definition of Mortgage File,   respectively,   is not in the

possession of the Servicer   concurrently   with the execution and delivery hereof

because such document or documents   have not been   returned from the   applicable

public   recording   office,   or, in the case of each such interim   assignment   or

modification   agreement,   because the related   Mortgage has not been returned by

the appropriate recording office, in the case of clause (I)(ii), (iv) or (vi) of

the definition of Mortgage File, or because the evidence of title   insurance has

not been   delivered   to the   Seller by the title   insurer   in the case of clause

(I)(vii) of the   definition of Mortgage   File,   the Servicer   shall use its best

efforts   to   obtain,   (A) in the   case of   clause   (I)(ii),   (iv) or (vi) of the

definition of Mortgage File, such original Mortgage, such interim assignment, or

such modification   agreement,   with evidence of recording indicated thereon upon

receipt thereof from the public recording office, or a copy thereof,   certified,

if appropriate,   by the relevant   recording office, or (B) in the case of clause

(I)(vii) of the definition of Mortgage File, evidence of title insurance.

 

(d) If any of the   documents   held by the Servicer   pursuant to clause (c) above

are   missing or   defective   in any other   respect and such   missing   document or

defect materially and adversely affects the interests of the   Certificateholders

in the related   Mortgage Loan, the Seller shall cure or repurchase such Mortgage

Loan or substitute a Qualified   Substitute Mortgage Loan in the manner set forth

in Section 7.03. It is understood   and agreed that the   obligation of the Seller

to cure a material   defect in, or substitute   for, or purchase any Mortgage Loan

as to which a material defect in or omission of a constituent   document   exists,

shall   constitute the sole remedy   respecting   such material   defect or omission

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

Certificateholders.

 

(e) If any assignment is lost or returned   unrecorded to the Servicer because of

any defect   therein,   the Seller shall   prepare a substitute   assignment or cure

such defect, as the case may be, and the Servicer shall cause such assignment to

be recorded in accordance with this Section.

 

SECTION 7.      Representations and Warranties.

               ------------------------------

 

SECTION 7.01.   Representations   and Warranties of Seller. The Seller represents,

warrants   and   covenants to the   Purchaser   that as of the Closing Date or as of

such date specifically provided herein:

 

               (a) The Seller is a corporation duly organized,   validly existing

and in good standing under the laws of the   Commonwealth of Pennsylvania   and is

or will be in   compliance   with the laws of each   state in which   any   Mortgaged

Property is located to the extent necessary to ensure the enforceability of each

Mortgage Loan;

 

               (b) The   Seller   has the power and   authority   to make,   execute,

deliver   and   perform   its   obligations   under   this   Agreement   and   all of the

transactions   contemplated   under this   Agreement,   and has taken all   necessary

corporate   action to authorize the execution,   delivery and   performance of this

Agreement;   this Agreement   constitutes a legal, valid and binding obligation of

the Seller,   enforceable against the Seller in accordance with its terms, except

as   enforceability   may   be   limited   by   applicable    bankruptcy,    insolvency,

reorganization,   moratorium   or other   similar   laws now or   hereafter in effect

affecting the   enforcement   of   creditors'   rights in general and except as such

enforceability    may   be   limited   by   general   principles   of   equity   (whether

considered in a proceeding at law or in equity) or by public policy with respect

to indemnification under applicable securities laws;

 

               (c) The   execution   and delivery of this   Agreement by the Seller

and its   performance   and   compliance   with the terms of this Agreement will not

violate the Seller's   Certificate   of   Incorporation   or Bylaws or   constitute a

material   default (or an event   which,   with   notice or lapse of time,   or both,

would constitute a material default) under, or result in the material breach of,

any material   contract,   agreement or other   instrument to which the Seller is a

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

 

               (d) No