MORTGAGE LOAN PURCHASE AGREEMENT

 

                                                            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 2005-HE3,

 

                                   as Issuer,

 

                                       and

 

                             WELLS FARGO BANK, N.A.,

 

                              as Indenture Trustee

 

                  ____________________________________________

 

                        MORTGAGE LOAN PURCHASE AGREEMENT

                  ____________________________________________

 

                         Dated as of September 29, 2005

 

 

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                                TABLE OF CONTENTS

 

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ARTICLE I          DEFINITIONS...............................................................2

 

         Section 1.1       Definitions........................................................2

 

        Section 1.2       Other Definitional Provisions......................................2

 

ARTICLE II         SALE OF MORTGAGE LOANS AND RELATED PROVISIONS.............................3

 

        Section 2.1       Sale of Initial Mortgage Loans.....................................3

 

        Section 2.2       Sale of Subsequent Mortgage Loans..................................6

 

        Section 2.3       Payment of Purchase Price..........................................9

 

        Section 2.4       [Reserved]........................................................11

 

        Section 2.5       Draws During Rapid Amortization Period............................11

 

ARTICLE III         REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH......................11

 

        Section 3.1       Representations and Warranties....................................11

 

ARTICLE IV         SELLERS' COVENANTS.......................................................21

 

        Section 4.1       Covenants of the Sellers..........................................21

 

ARTICLE V          SERVICING................................................................22

 

        Section 5.1       Servicing.........................................................22

 

ARTICLE VI         LIMITATION ON LIABILITY OF THE SELLERS...................................22

 

        Section 6.1       Limitation on Liability of the Sellers............................22

 

ARTICLE VII        TERMINATION..............................................................22

 

        Section 7.1       Termination.......................................................22

 

ARTICLE VIII       MISCELLANEOUS PROVISIONS.................................................22

 

        Section 8.1       Amendment.........................................................22

 

        Section 8.2       Governing Law.....................................................22

 

        Section 8.3       Notices...........................................................23

 

        Section 8.4       Severability of Provisions........................................24

 

        Section 8.5       Relationship of Parties...........................................24

 

        Section 8.6       Counterparts......................................................24

 

        Section 8.7       Further Agreements................................................24

 

        Section 8.8       Intention of the Parties..........................................24

 

        Section 8.9       Successors and Assigns; Assignment of this Agreement..............25

 

        Section 8.10      Survival..........................................................25

 

        Section 8.11      Third Party Beneficiary...........................................25

 

EXHIBIT 1          MORTGAGE LOAN SCHEDULE

 

EXHIBIT 2          FORM OF SUBSEQUENT TRANSFER AGREEMENT

 

EXHIBIT 3          FORM OF ADDITION NOTICE

 

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

September 29, 2005, 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 2005-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

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

September   29,   2005 (the   "Indenture"),   between   the Issuer and the   Indenture

Trustee,   which is incorporated by reference herein. All other capitalized terms

used herein shall have the meanings specified herein.

 

Section 1.2 Other Definitional   Provisions.   All terms defined in this Agreement

shall have the defined   meanings when used in any   certificate or other document

made or delivered pursuant hereto unless otherwise defined therein.

 

        As used in this Agreement and in any   certificate or other document made

or delivered   pursuant hereto or thereto,   accounting   terms not defined in this

Agreement or in any such   certificate or other   document,   and accounting   terms

partly defined in this Agreement or in any such   certificate or other   document,

to the extent not   defined,   shall have the   respective   meanings   given to them

under   generally   accepted   accounting   principles.    To   the   extent   that   the

definitions of accounting   terms in this Agreement or in any such certificate or

other document are inconsistent   with the meanings of such terms under generally

accepted accounting   principles,   the definitions contained in this Agreement or

in any such certificate or other document shall control.

 

        The words   "hereof,"   "herein,"   "hereunder" and words of similar import

when used in this Agreement   shall refer to this Agreement as a whole and not to

any   particular   provision   of this   Agreement;   Section and Exhibit   references

contained in this   Agreement   are   references   to Sections and Exhibits in or to

this Agreement   unless   otherwise   specified;   the term   "including"   shall mean

"including   without   limitation";   "or"   shall   include   "and/or";   and the term

"proceeds" shall have the meaning ascribed thereto in the UCC.

 

        The   definitions   contained   in this   Agreement   are   applicable   to the

singular as well as the plural forms of such terms and to the   masculine as well

as the feminine and neuter genders of such terms.

 

        Any agreement, instrument or statute defined or referred to herein or in

any   instrument   or   certificate   delivered in   connection   herewith   means such

agreement,   instrument   or statute   as from time to time   amended,   modified   or

supplemented and includes (in the case of agreements or instruments)   references

to all attachments thereto and instruments incorporated therein; references to a

Person are also to its permitted successors and assigns.

 

ARTICLE II

 

                  SALE OF MORTGAGE LOANS AND RELATED PROVISIONS

 

Section 2.1     Sale of Initial Mortgage Loans.

 

(a) GMACM,   by the execution and delivery of this   Agreement,   does hereby sell,

assign, set over, and otherwise convey to the Purchaser,   without recourse,   all

of its   right,   title and   interest   in, to and   under the   following,   wherever

located:   (i) the GMACM   Initial   Mortgage   Loans   (including   the Cut-Off   Date

Principal Balances 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.

 

(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.

 

(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, 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.

 

        The Purchaser hereby acknowledges its acceptance of all right, title and

interest to the property conveyed to it pursuant to this Section 2.1.

 

(g) The parties hereto intend that the transactions set forth herein   constitute

a sale by the Sellers to the Purchaser of each of the Sellers' right,   title and

interest in and to their respective Initial Mortgage Loans and other property as

and to the   extent   described   above.   In the event the   transactions   set forth

herein are deemed not to be a sale, each Seller hereby grants to the Purchaser a

security   interest in all of such Seller's right,   title and interest in, to and

under all   accounts,   chattel   papers,   general   intangibles,   contract   rights,

payment   intangibles,   certificates of deposit,   deposit accounts,   instruments,

documents,   letters of credit,   money,   advices of credit,   investment property,

goods and other property   consisting of, arising under or related to the Initial

Mortgage   Loans   and   such   other   property,   to   secure   all of   such   Seller's

obligations   hereunder,   and this Agreement   shall and hereby does   constitute a

security   agreement under applicable law. Each Seller agrees to take or cause to

be taken such actions and to execute such documents, including the filing of any

continuation   statements   with respect to the UCC-1 financing   statements   filed

with respect to the Initial Mortgage Loans by the Purchaser on the Closing Date,

and any amendments thereto required to reflect a change in the name or corporate

structure   of such   Seller   or the   filing   of any   additional   UCC-1   financing

statements   due to the   change   in   the   principal   office   or   jurisdiction   of

incorporation   of such   Seller,   as are   necessary   to perfect   and   protect the

Purchaser's and its assignees'   interests in each Initial   Mortgage Loan and the

proceeds thereof. The Servicer shall file any such continuation   statements on a

timely basis.

 

(h) In connection   with the   assignment   of any Mortgage Loan   registered on the

MERS(R) System, GMACM further agrees that it will cause, at GMACM's own expense,

as soon as   practicable   after the Closing Date,   the MERS(R) System to indicate

that such Mortgage   Loan has been assigned by GMACM to the Indenture   Trustee in

accordance   with this   Agreement or the Trust   Agreement   for the benefit of the

Noteholders   by including (or deleting,   in the case of Mortgage Loans which are

repurchased   in accordance   with this   Agreement) in such computer files (a) the

specific code which   identifies   the   Indenture   Trustee as the assignee of such

Mortgage   Loan and (b) the series   specific code in the field "Pool Field" which

identifies   the   series of the Notes   issued in   connection   with such   Mortgage

Loans.   GMACM   agrees   that it will   not   alter   the   codes   referenced   in this

paragraph   with respect to any Mortgage   Loan during the term of this   Agreement

unless and until such Mortgage Loan is repurchased in accordance   with the terms

of this Agreement.

 

Section 2.2     Sale of Subsequent Mortgage Loans.

 

(a) Subject to the   conditions   set forth in   paragraphs   (b) and (c) below (the

satisfaction of which (other than the conditions specified in paragraphs (b)(i),

(b)(ii) and (b)(iii))   shall be evidenced by an Officer's   Certificate   of GMACM

dated the date of the related Subsequent Transfer Date), in consideration of the

Issuer's   payment of the   purchase   price   provided for in Section 2.3 on one or

more   Subsequent   Transfer   Dates   using   amounts on   deposit   in the   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

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

during   the   Pre-Funding   Period,   upon the   release   of funds on deposit in the

Pre-Funding   Account,   or 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:

 

(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 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;   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;   (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 $650,000.00 as of the related Subsequent Cut-Off Date and will not

have a Credit   Limit in   excess   of   $850,000.00   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)(vi) hereof, the Enhancer and

GMACM may mutually   agree to the transfer of such mortgage loan to the Issuer as

a Subsequent Mortgage Loan, subject to any increase in the Overcollateralization

Amount   that   may be   agreed   to by   GMACM   and   the   Enhancer   pursuant   to the

Indenture,   in which event GMACM shall   deliver to the Issuer and the   Indenture

Trustee, with a copy to the Enhancer,   an Officer's   Certificate   confirming the

agreement to the transfer of such   Subsequent   Mortgage Loan and   specifying the

amount of such increase in the   Overcollateralization   Amount,   which additional

Overcollateralization Amount may not be contributed by GMACM.

 

Section 2.3     Payment of Purchase Price.

 

(a) The sale of the Initial Mortgage Loans shall take place on the Closing Date,

subject to and   simultaneously   with the deposit of the Initial   Mortgage   Loans

into the Trust   Estate,   the deposit of the Original   Pre-Funded   Amount and the

Interest   Coverage   Amount   into the Pre   Funding   Account   and the   Capitalized

Interest Account, respectively, and the issuance of the Securities. The purchase

price for the GMACM Initial   Mortgage Loans to be paid by the Purchaser to GMACM

on the Closing Date shall be an amount equal to   $463,466,862.86   in immediately

available funds, together with the Certificates,   in respect of the Cut-Off Date

Principal   Balances   thereof.   The purchase   price for the WG Trust 2003 Initial

Mortgage   Loans to be paid by the Purchaser to WG Trust 2003 on the Closing Date

shall be an amount equal to $276,148,497.64   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 pursuant to the terms

hereunder   shall be one-hundred   percent   (100%) of the Subsequent   Cut-Off Date

Principal   Balance thereof (as identified on the Mortgage Loan Schedule attached

to the related Subsequent   Transfer Agreement provided by GMACM). 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.

 

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 re