EXECUTION COPY
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-HE3,
as Issuer,
and
WELLS FARGO BANK, N.A.,
as Indenture Trustee
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MORTGAGE LOAN PURCHASE AGREEMENT
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Dated as of June 30, 2004
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This Mortgage Loan Purchase Agreement (the "Agreement"), dated as of
June 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 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
2004-HE3, 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 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, 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 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-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 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, and thereafter all Additional
Balances relating to the GMACM Initial
Mortgage Loans created on or after the Cut-Off Date and prior to the Rapid
Amortization Period, (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, and
thereafter all Additional Balances relating to the WG Trust 2003 Initial
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Mortgage Loans created on or after the Cut-Off Date and prior to the Rapid
Amortization Period, (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 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 now existing and all
Additional Balances
thereafter arising
thereunder to and including the date
immediately
preceding the
commencement of
the Rapid Amortization Period relating thereto;
provided, however, that any
Principal Balance represented by a Draw made during the Rapid Amortization
Period and interest thereon and money due or to become
due in respect
thereof
will not be or deemed to be transferred to the Purchaser, and GMACM in such
event shall retain ownership of each
Principal Balance
represented by each such
Draw and interest thereon and money due or to become
due in respect
thereof),
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 due thereon 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; provided, however, that the Purchaser does not
assume the obligation under each Loan Agreement
relating to a Mortgage
Loan to
fund Draws to the Mortgagor thereunder, and
the Purchaser shall not be obligated
or permitted to fund any such Draws,
it being agreed that
GMACM will retain the
obligation to fund future Draws. Such
conveyance shall be deemed to be made: (1)
with respect to the Cut-Off Date Principal
Balances, as of the Closing Date; and
(2) with respect to the amount of each
Additional
Balance created on or after
the Cut-Off Date and prior to the
commencement of the Rapid Amortization Period,
as of the later of the Closing Date and the
date that the corresponding Draw was
made pursuant to the related Loan
Agreement, subject to
the receipt by GMACM of
consideration therefor as provided herein
under clause (a) of Section 2.3.
(b) Reserved.
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(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 2003 Initial
Mortgage Loans
(including the
Cut-Off Date Principal Balances now existing and its rights to acquire all
Additional Balances and Excluded Amounts
thereafter
arising thereunder, 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; provided,
however, that the Purchaser does not assume the obligation under each Loan
Agreement relating to a Mortgage Loan to
fund Draws to the Mortgagor thereunder,
and the Purchaser shall not be obligated or
permitted to fund any such Draws, it
being agreed that GMACM will retain the
obligation to fund future Draws pursuant
to the applicable Walnut Grove Purchase Agreement. Such conveyance shall be
deemed to be made: (1) with respect to the
Cut-Off Date Principal
Balances, as
of the Closing Date; and (2) with respect to the amount of each Additional
Balance created on or after the Cut-Off
Date and prior to the
commencement of
the Rapid Amortization Period, as of the later of the
Closing Date and the date
that the corresponding Draw was made pursuant to the related Loan
Agreement,
subject to the receipt by GMACM of
consideration
therefor as provided herein
under clause (a) of Section 2.3.
(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.
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(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 Loan Agreement 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
Loan Agreement has
been permanently
lost or destroyed and has not been replaced, a Lost Note Affidavit, and any
modification agreement or amendment
to such Loan
Agreement and (B) except as
provided in clause (A) with respect to the
Loan Agreements, deliver the Mortgage
Files to the Servicer.
Within the time period for the review of each Loan Agreement set forth
in Section 2.2 of the Custodial Agreement, if a material defect in any Loan
Agreement 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
Loan Agreement
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. 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.
Upon sale of the Initial Mortgage Loans, the ownership of each Loan
Agreement, 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 Loan
Agreements, 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.
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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.
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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 Custodial
Account, the Pre-Funding Account, the
Funding Account or the Reserve Sub-Account
(in each case to the extent permitted by
the Servicing
Agreement), 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 (including the Subsequent
Cut-Off Date
Principal Balance then existing and all
Additional Balances and Excluded Amounts
thereafter arising thereunder to and including the
date immediately
preceding
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the commencement of the Rapid Amortization Period); provided that Excluded
Amounts shall not be conveyed to the Issuer
and shall be retained by GMACM, (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 and any payment relating to any Excluded Amounts as
provided in Section 2.5.
(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
the Issuer shall cause to be released
funds during the
Revolving Period,
upon
the release of funds on deposit in the
Custodial Account or the Funding Account,
or during the Managed Amortization
Period, following a Funding Event, upon
the
release of funds on deposit in the Reserve Sub-Account, respectively, 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:
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(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;
(v) the Revolving Period shall not have terminated or, if during the Managed
Amortization Period, a Funding Event shall
have occurred; and
(vi) 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
same fields of 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.
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; (iii) GMACM will deliver to the
Enhancer and the
Indenture Trustee
certain Opinions of Counsel described in Section 2.2(b) and acceptable to the
Enhancer and the Indenture Trustee with respect to the conveyance of such
Subsequent Mortgage Loans; and (iv) 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; (B)
the original stated term to maturity
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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 $800,000 as of the related
Subsequent
Cut-Off Date and will
not
have a Credit Limit in excess of $800,000
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 be no
later than 360 months; (G) such Subsequent Mortgage Loan shall not provide
for
negative amortization; (H) 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;
and (I) following the purchase of such
Subsequent Mortgage
Loans by the Issuer,
the percentage of Mortgage Loans (by aggregate principal balance) that are
secured by Mortgaged Properties that are manufactured
housing properties
shall
be no greater than 0.15%. 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. Upon the end of the Revolving
Period, the Enhancer may
increase the Overcollateralization Amount
pursuant to Section 2.2(d) herein.
(c) 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.
(d) In the event that a mortgage
loan is not
acceptable
to the Enhancer as a
Subsequent Mortgage Loan pursuant to Section
2.2(b)(v) 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 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
$505,877,238.44 in immediately available funds, together with the
Certificates,
in respect of the Cut-Off Date Principal
Balances thereof. The Purchase Price
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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
$254,900,161.48
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 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). In the
case of each Additional Balance transferred hereunder created on or after
the
Cut-Off Date (or the Subsequent Cut-Off Date in the case of a Subsequent
Mortgage Loan) and prior to the
commencement of the Rapid Amortization Period,
the Purchase Price thereof shall be the principal amount of the related Draw
under the related Loan Agreement on the later of the Closing Date (or the
related Subsequent Transfer Date in the case of a
Subsequent Mortgage Loan) and
the date of the creation of such Additional
Balance.
(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.
(d) With respect to each Additional Balance
transferred
hereunder with
respect
to any Initial Mortgage Loan or Subsequent
Mortgage Loan, the Issuer as assignee
of the Purchaser shall pay or cause to be paid to GMACM
or its designee
the
Purchase Price specified above for such Additional Balance in one of the
following ways, as applicable, a cash
payment pursuant to Section 3.03(b) of the
Servicing Agreement and Section 2.3(a)
hereof in an amount equal to the related
Draw, if then available from Principal
Collections during the related Collection
Period on the Mortgage Loans, or from funds
on deposit in the Funding Account or
from the payment of the Additional
Balance Increase Amount pursuant to
Section
3.05 of the Indenture.
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<PAGE>
Section 2.4 [Reserved].
Section 2.5 Draws During Rapid Amortization Period. During the Rapid
Amortization Period, any Draws made on the Mortgage
Loans (each, an
"Excluded
Amount") shall not be Additional Balances, and the ownership of the related
balances shall be retained by GMACM. On any Payment Date during the Rapid
Amortization Period, with respect to the related Collection Period, all
Collections in respect of each Mortgage Loan shall be allocated pro rata as
between the Issuer and GMACM, based on the
relative proportions of the Principal
Balance and the Excluded Amount thereof, respectively, as of the end of the
calendar month immediately prior to such Collection
Period. During the Rapid
Amortization Period, any losses incurred with respect
to a Mortgage Loan shall
be allocated pro rata between the Issuer and GMACM, based on the Principal
Balance and the Excluded Amount thereof, respectively, as of the date of
liquidation of such Mortgage Loan.
Notwithstanding any other provision hereof or
of the Servicing Agreement, payments and collections
allocable to an
Excluded
Amount shall not be deposited into the Custodial Account, the Distribution
Account or the Note Payment Account, and
shall be distributed by the Servicer to
GMACM no less frequently than monthly in
accordance with reasonable instructions
provided by the Seller.
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 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 execution, delivery, perf
