EXECUTION COPY
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RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
as Purchaser,
GMAC MORTGAGE CORPORATION,
as Seller and Servicer,
WALNUT GROVE MORTGAGE LOAN TRUST 2003-A,
as Seller,
GMACM HOME EQUITY LOAN TRUST 2004-HE2,
as Issuer,
and
WELLS FARGO BANK, N.A.,
as Indenture Trustee
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MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of March 30, 2004
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<TABLE>
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TABLE OF CONTENTS
PAGE
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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.........................................9
ARTICLE III
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR
BREACH......................10
Section 3.1
Seller Representations and
Warranties............................10
ARTICLE IV
SELLERS'
COVENANTS.......................................................19
Section 4.1
Covenants of the
Sellers.........................................19
ARTICLE V
SERVICING................................................................20
Section 5.1
Servicing........................................................20
ARTICLE VI INDEMNIFICATION
BY THE SELLER WITH RESPECT TO THE MORTGAGE LOANS.........20
Section 6.1
Limitation on Liability of the
Sellers...........................20
ARTICLE VII
TERMINATION..............................................................20
Section 7.1
Termination......................................................20
ARTICLE VIII
MISCELLANEOUS
PROVISIONS.................................................20
Section 8.1
Amendment........................................................20
Section 8.2
GOVERNING
LAW....................................................20
Section 8.3
Notices..........................................................21
Section 8.4
Severability of
Provisions.......................................22
Section 8.5
Relationship of
Parties..........................................22
Section 8.6
Counterparts.....................................................22
Section 8.7
Further
Agreements...............................................22
Section 8.8
Intention of the
Parties.........................................22
Section 8.9
Successors and Assigns; Assignment of this
Agreement.............22
Section 8.10
Survival.........................................................23
EXHIBIT 1 MORTGAGE LOAN
SCHEDULE..................................................Exhibit
1-1
EXHIBIT 2 FORM OF SUBSEQUENT TRANSFER
AGREEMENT...................................Exhibit 2-1
EXHIBIT 3 FORM OF ADDITION
NOTICE.................................................Exhibit
3-1
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This Mortgage Loan Purchase Agreement (the "Agreement"), dated as of
March 30, 2004, is made among GMAC Mortgage
Corporation, as seller ("GMACM") and
as servicer (in such capacity, the
"Servicer"), Walnut Grove Mortgage Loan Trust
2003-A, as seller ("WG Trust" 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
2004-HE2, as
issuer
(the "Issuer"), and Wells Fargo Bank, N.A.,
as indenture trustee (the "Indenture
Trustee").
WITNESSETH:
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 Initial
Mortgage Loans (the "WG
Trust Initial Mortgage Loans") and intends to sell a
portion of the Subsequent
Mortgage Loans to be sold by WG Trust
hereunder,
to Walnut Grove
Funding, Inc
("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, as Issuer and Bank One, National
Association, as trustee;
WHEREAS, Walnut Grove
sold the WG Trust
Initial Mortgage
Loans to WG
Trust 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 -A 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 owns
the Cut-Off
Date Principal Balances and the
Related Documents for the WG Trust
Initial Mortgage Loans identified on the
Mortgage Loan Schedule-B attached as Exhibit 1-B hereto
(the "WG Trust 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 WG Trust
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, (ii) WG Trust sell the
Cut-Off Date Principal Balances of the WG
Trust Initial Mortgage Loans to the Purchaser on the
Closing Date pursuant to
the terms of this Agreement together with the Related Documents, (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;
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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
March 30, 2004 (the "Indenture"),
between the Issuer and
the Indenture Trustee,
which is incorporated by reference
herein. All other capitalized terms used
herein shall have the meanings specified
herein.
Section 1.2 Other Definitional Provisions. All terms defined in this
Agreement
shall have the defined meanings when used in any
certificate or other
document
made or delivered pursuant hereto unless
otherwise defined therein.
As used in this Agreement and in any certificate or other document
made
or delivered pursuant hereto or thereto,
accounting
terms not defined in
this
Agreement or in any such certificate or other document, and accounting terms
partly defined in this Agreement or in any
such certificate or
other document,
to the extent not defined, shall have the respective meanings given to them
under generally accepted accounting principles. To the extent that the
definitions of accounting terms in this Agreement or in any
such certificate or
other document are inconsistent
with the meanings of
such terms under generally
accepted accounting principles, the definitions contained in this
Agreement or
in any such certificate or other document
shall control.
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.
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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) WG Trust, 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's
interest in any insurance policies in respect of the WG
Trust Initial
Mortgage
Loans; and (iii) all proceeds of the
foregoing.
In addition, the
Issuer shall deposit with the Indenture Trustee
from proceeds of the issuance of the Securities on the Closing Date (i) the
Original Pre-Funded Amount for deposit in
the Pre-Funding
Account and (ii) the
Interest Coverage Amount for deposit in the
Capitalized Interest Account.
(c) 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
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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.
(d) In connection with the conveyance by WG Trust 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, 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 shall be marked
as Exhibit 1-B to this Agreement and is
hereby incorporated into and made a part
of this Agreement.
(e) 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 of the WG Trust Initial Mortgage Loans and any Subsequent
Mortgage Loans
sold by such Seller, GMACM shall, (A) with respect to each related
Mortgage
Loan, on behalf of the Purchaser deliver
to, and deposit with the Custodian, at
least five (5) Business Days before the Closing Date 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 GMAC
Bank) 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 or the
Certificateholders 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 Mortgage Loan or Loans for such Mortgage Loan only if such
substitution occurs within two years
following the Closing
Date. If a material
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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 or the Certificateholders 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 Mortgage 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 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.
(f) 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
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, payment intangibles, contract
rights, certificates of deposit, deposit accounts, instruments, documents,
letters of credit, money, advices of credit, investment property, goods and
other property consisting of, arising under
or related to the Mortgage Loans and
such other property, to secure all of 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 without limitation the filing of any
continuation statements with respect to the UCC-1
financing statements
filed
with respect to the Mortgage Loans by the
Purchaser on the Closing Date, and any
amendments thereto required to reflect a change in the name or corporate
structure of 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 Mortgage Loan
and the proceeds
thereof. The Servicer shall file any such
continuation
statements on a
timely
basis.
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(g) 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 Loans have 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.
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(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 and 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 hereby grant to the Issuer as
of each Subsequent
Transfer Date a
security interest in all of GMACM's or WG
Trust's, as
applicable, 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
GMACM's or WG Trust'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
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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) Either Seller may transfer to the
Issuer Subsequent
Mortgage Loans and
the
other property and rights related thereto described in Section 2.2(a) above
during the Pre-Funding Period, and the Issuer shall cause to be
released funds
from the Pre-Funding Account, 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 and
the Rating Agencies 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 with respect
to such Subsequent Mortgage Loans;
(ii) such Seller shall have delivered to the Indenture Trustee 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;
and
(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.
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)
neither Seller has selected such
Subsequent
Mortgage Loans in a
manner that it
reasonably believes is adverse to the
interests of the Noteholders; and (iii) as
of the related Subsequent Cut-Off Date each Subsequent Mortgage Loan will
satisfy the following criteria:
(A) such Subsequent
Mortgage Loan may not be 30
or more days contractually delinquent as of
the related Subsequent Cut-Off Date;
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(B) the original stated term to maturity of
such Subsequent
Mortgage Loan will
not exceed 360 months; (C) such Subsequent Mortgage Loan must have an
outstanding Principal Balance of at least $1,000 and not
more than $750,000 as
of the related Subsequent Cut-Off Date; (D) 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; (E) such Subsequent Mortgage
Loan must have a CLTV at origination of
no more than 100.00%; (F) the remaining term to stated maturity of such
Subsequent Mortgage Loan must not extend beyond April 1, 2033; (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
3.875%; (I) such Subsequent Mortgage Loan shall not provide for negative
amortization; and (J) 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 of at least
7.778%, a weighted average Principal
Balance of not more than $34,959.80, a concentration in any one state of not
more than 29.48%, and a weighted average
remaining term to maturity, as of each
Subsequent Cut-Off Date, that does not vary
materially from the Initial Mortgage
Loans included initially in the Trust Estate. Neither of the Sellers
shall
transfer Subsequent Mortgage Loans with the intent to mitigate losses on
Mortgage Loans previously transferred;
and
(c) Within five Business Days after each
Subsequent Transfer
Date, GMACM shall
deliver to the Rating Agencies and the
Indenture Trustee a
copy of the Mortgage
Loan Schedule reflecting the Subsequent
Mortgage Loans in electronic format.
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 (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
$449,500,327.40 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 Initial Mortgage Loans to be paid by the
Purchaser to WG Trust
on the Closing Date shall be an amount
equal to
$82,826,823.18 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, 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
9
<PAGE>
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
Initial Mortgage Loans
by WG
Trust to the Purchaser on the Closing Date,
the Purchaser shall
pay to WG Trust
on the Closing Date by wire transfer of
immediately
available funds to a bank
account designated by WG Trust, the amount
specified above in paragraph (a) for
the WG Trust Initial Mortgage Loans;
provided, that such payment may be on a net
funding basis if agreed by WG Trust and the
Purchaser. In
consideration of
the
sale of any Subsequent Mortgage Loan by WG
Trust to the Issuer, the Issuer shall
pay to WG Trust by wire transfer of immediately available funds to a bank
account designated by WG Trust, the amount
specified above in paragraph (a) for
each Subsequent Mortgage Loan sold by WG
Trust.
ARTICLE III
REPRESENTATIONS AND WARRANTIES;
REMEDIES FOR BREACH
Section 3.1 Seller Representations
and Warranties.
-------------------------------------
(a) 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) that as to GMACM:
(i) GMACM is a corporation duly organized,
validly existing and in good standing
under the laws of the jurisdiction governing its creation and
existence and is
or will be in compliance with the laws of each state in which any Mortgaged
Property is located to the extent necessary
to ensure the enforceability of each
Mortgage Loan;
(ii) 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 e
