The Purchaser. (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or (b) is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee and the Servicer that the Purchaser will not transfer such Certificates to any Plan or person unless such Plan or person meets the requirements set forth in either 6(a) or (b) above. Very truly yours, By: Name: Title: EXHIBIT H-2 FORM OF ERISA REPRESENTATION LETTER , 200 -------------------------- -- GMAC Mortgage Corporation 100 Witmer Road Horsham, Pennsylvania 19044 Residential Asset Mortgage Products, Inc. 8400 Normandale Lake Boulevard Suite 600 Minneapolis, Minnesota 55437 Norwest Bank Minnesota, National Association 11000 Broken Land Parkway Columbia, Maryland 21044 Attention: GMAC Mortgage Corporation Series 2000-J2 Re: GMACM Mortgage Pass-Through Certificates, Series 2000-J2, [Class M-] [Class B-] Ladies and Gentlemen: _________________ (the "Purchaser") intends to purchase from ____________________- (the "Seller") $______________ Initial Certificate Principal Balance of GMACM Mortgage Pass-Through Certificates, Series 2000-J2, [Class M- , Class B-___] (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of June 27, 2000, among Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC Mortgage Corporation, as Servicer (the "Servicer") and Norwest Bank Minnesota, National Association, as (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with the Company, the Trustee and the Servicer that either: (a) The Purchaser is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or (b) The Purchaser is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), ), and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee and the Servicer that the Purchaser will not transfer such Certificates to any Plan or person unless such Plan or person meets the requirements set forth in either (a) or (b) above. Very truly yours, By: Name: Title: EXHIBIT H-3 FORM OF ERISA LEGEND Each beneficial owner of a book-entry [Class M Certificate] [Class B Certificate] (or any interest therein) shall be deemed to have represented, by virtue of its acquisition or holding of such Certificate (or interest therein), that either:
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc)
The Purchaser. (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
(b) is an insurance company, the source of funds to be used by it to purchase and hold the Certificates (or interest therein) is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee and the Servicer that the Purchaser will not transfer such Certificates to any Plan or person unless such Plan or person meets the requirements set forth in either 6(a) or (b) above. Very truly yours, ----------------------------------------- Seller By: Name: Title: --------------------------------- Name -------------------------------- Title --------------------------------- EXHIBIT H-2 I FORM OF ERISA TRANSFEROR REPRESENTATION LETTER , 200 -------------------------- -- GMAC Mortgage Corporation 100 Witmer Road Horsham, Pennsylvania 19044 20 ---------------- ---- Residential Asset Mortgage Products, Inc. 8400 Normandale Lake Boulevard Suite 600 250 Minneapolis, Minnesota 55437 Norwest Bank Minnesota, National Association 11000 Broken Land Parkway Columbia, Maryland 21044 Attention: GMAC Mortgage Corporation Series 2000-J2 Re: GMACM Mortgage Pass-Through Certificates, Series 2000-J2, [Class M-] [Class B-] Ladies and Gentlemen: _________________ (the "Purchaser") intends to purchase from ____________________- (the "Seller") $______________ Initial Certificate Principal Balance of GMACM Mortgage Pass-Through Certificates, Series 2000-J2, [Class M- , Class B-___] (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of June 27, 2000, among Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC Mortgage Corporation, as Servicer (the "Servicer") and Norwest Bank Minnesota, National Association, as (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with the Company, the Trustee and the Servicer that either:
(a) The Purchaser is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
(b) The Purchaser is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), ), and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee and the Servicer that the Purchaser will not transfer such Certificates to any Plan or person unless such Plan or person meets the requirements set forth in either (a) or (b) above. Very truly yours, By: Name: Title: EXHIBIT H-3 FORM OF ERISA LEGEND Each beneficial owner of a book-entry [Class M Certificate] [Class B Certificate] (or any interest therein) shall be deemed to have represented, by virtue of its acquisition or holding of such Certificate (or interest therein), that either:5▇▇▇▇
Appears in 1 contract
Sources: Pooling and Servicing Agreement (GMACM Mortgage Loan Trust 2005-Aa1)
The Purchaser. (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
(b) is an insurance company, the source of funds to be used by it to purchase and hold the Certificates (or interest therein) is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee and the Servicer that the Purchaser will not transfer such Certificates to any Plan or person unless such Plan or person meets the requirements set forth in either 6(a) or (b) above. Very truly yours, --------------------------------- Seller By: Name: Title: ------------------------- Name ------------------------ Title ------------------------- EXHIBIT H-2 I FORM OF ERISA TRANSFEROR REPRESENTATION LETTER , 200 -------------------------- -- GMAC Mortgage Corporation 100 Witmer Road Horsham, Pennsylvania 19044 Residential Asset Mortgage Products, Inc. 8400 Normandale Lake Boulevard Suite 600 Minneapolis, Minnesota 55437 Norwest Bank Minnesota, National Association 11000 Broken Land Parkway Columbia, Maryland 21044 Attention: GMAC Mortgage Corporation Series 2000-J2 Re: GMACM Mortgage Pass-Through Certificates, Series 2000-J2, [Class M-] [Class B-] Ladies and Gentlemen: ______________, 20 ___ Residential Asset Mortgage Products, Inc. 8400 Normandale Lake Boulevard Su▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇mpany 1761 East St. Andrew Place Santa ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Institutional Trust Services, GMACM Series 2005-AF2 Re: GMACM Mortgage Pass-Through Certificates, Series 2005-AF2, [Class B-[__]] Ladies and Gentlemen: In connection with the sale by (the "Seller") to (the "Purchaser") intends to purchase from ____________________- (the "Seller") $______________ of $ Initial Certificate Principal Balance of GMACM Mortgage Pass-Through Certificates, Series 20002005-J2, [Class M- AF2, Class B-___] (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of June 27November 29, 20002005, among Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC Mortgage Corporation, as Servicer (the "Servicer") , and Norwest Deutsche Bank Minnesota, National AssociationTrust Company, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with the Company, the Trustee and the Servicer that either:
(a) The Purchaser is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
(b) The Purchaser is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), ), and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. In addition, the Purchaser Seller hereby certifies, represents and warrants to, and covenants with, the Company, Company and the Trustee and that: Neither the Servicer Seller nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above) would constitute a distribution of the Purchaser Certificates under the Securities Act of 1933 (the "Act"), that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not transfer such Certificates to act, in any Plan or person unless such Plan or person meets the requirements manner set forth in either (a) the foregoing sentence with respect to any Certificate. The Seller has not and will not sell or (b) aboveotherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. Very truly yours, --------------------------------- Seller By: Name: Title: ------------------------- Name ------------------------ Title ------------------------- EXHIBIT H-3 J [FORM OF ERISA LEGEND Each beneficial owner RULE 144A INVESTMENT REPRESENTATION] Description of a book-entry [Class M Certificate] [Class B Certificate] Rule 144A Securities, including numbers: -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- The undersigned seller, as registered holder (or any interest therein) shall be deemed to have represented, by virtue of its acquisition or holding of such Certificate (or interest thereinthe "Seller"), that either:intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer").
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Gmacm Mortgage Loan Trust 2005-Af2)
The Purchaser. (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
(b) is an insurance company, the source of funds to be used by it to purchase and hold the Certificates (or interest therein) is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee and the Servicer that the Purchaser will not transfer such Certificates to any Plan or person unless such Plan or person meets the requirements set forth in either 6(a) or (b) above. Very truly yours, -------------------------------------- -------------------------------------- Seller By: Name: Title: ---------------------------------- Name --------------------------------- Title ---------------------------------- EXHIBIT H-2 I FORM OF ERISA TRANSFEROR REPRESENTATION LETTER _________ , 200 -------------------------- -- GMAC Mortgage Corporation 100 Witmer Road Horsham, Pennsylvania 19044 20___ Residential Asset Mortgage Products, Inc. 8400 Normandale Lake Boulevard Suite 600 MinneapolisSu▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Minnesota 55437 Norwest Bank Minnesota▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, National Association 11000 Broken Land Parkway Columbia▇.▇. ▇ ▇▇▇ York Plaza - 6th Floor New Yo▇▇, Maryland 21044 Attention▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: GMAC Mortgage Corporation ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Services, GMACM Series 20002005-J2 AR1 Re: GMACM Mortgage Pass-Through Certificates, Series 20002005-J2AR1, [Class M-] B-[Class B-__]] Ladies and Gentlemen: _________________ In connection with the sale by (the "Seller") to (the "Purchaser") intends to purchase from ____________________- (the "Seller") $______________ of $ Initial Certificate Principal Balance of GMACM Mortgage Pass-Through Certificates, Series 20002005-J2, [Class M- AR1, Class B-___] (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of June 27February 24, 20002005, among Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC Mortgage Corporation, as Servicer (the "Servicer") , and Norwest Bank MinnesotaJPMorgan Chase Bank, National AssociationN.A., as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with the Company, the Trustee and the Servicer that either:
(a) The Purchaser is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
(b) The Purchaser is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), ), and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. In addition, the Purchaser Seller hereby certifies, represents and warrants to, and covenants with, the CompanyCompany and the Trustee that: Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above) would constitute a distribution of the Certificates under the Securities Act of 1933 (the "Act"), that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not act, in any manner set forth in the foregoing sentence with respect to any Certificate. The Seller has not and will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. Very truly yours, -------------------------------------- -------------------------------------- Seller By: ---------------------------------- Name --------------------------------- Title ---------------------------------- EXHIBIT J [FORM OF RULE 144A INVESTMENT REPRESENTATION] Description of Rule 144A Securities, including numbers: -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer").
1. In connection with such transfer and in accordance with the agreements pursuant to which the Rule 144A Securities were issued, the Seller hereby certifies the following facts: Neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the Securities Act of 1933, as amended (the "1933 Act"), or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, and that the Seller has not offered the Rule 144A Securities to any person other than the Buyer or another "qualified institutional buyer" as defined in Rule 144A under the 1933 Act.
2. The Buyer warr▇▇▇▇ ▇▇▇ represents to, and covenants with, the Seller, the Trustee and the Servicer that (as defined in the Purchaser will not transfer such Certificates Pooling and Servicing Agreement (the "Agreement"), dated as of February 24, 2005 among GMAC Mortgage Corporation as Servicer, Residential Asset Mortgage Products, Inc. as depositor pursuant to any Plan or person unless such Plan or person meets Section 5.02 of the requirements set forth in either Agreement and JPMorgan Chase Bank, N.A., as trustee), as follows:
(a) The Buyer understands that the Rule 144A Securities have not been registered under the 1933 Act or the securities laws of any state.
(b) aboveThe Buyer considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Rule 144A Securities.
(c) The Buyer has been furnished with all information regarding the Rule 144A Securities that it has requested from the Seller, the Trustee or the Servicer.
(d) Neither the Buyer nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the 1933 Act or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Rule 144A Securities.
(e) The Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the 1933 Act and has completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. Very truly yoursThe Buyer is aware that the sale to it is being made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own account or the accounts of other qualified institutional buyers, By: Name: Title: EXHIBIT H-3 FORM OF ERISA LEGEND Each beneficial owner understands that such Rule 144A Securities may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a book-entry [Class M Certificate] [Class B Certificate] qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (or any interest thereinii) shall be deemed pursuant to have represented, by virtue of its acquisition or holding of such Certificate (or interest therein), that either:another exemption from registration under the 1933 Act.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (GMACM Mortgage Loan Trust 2005-Ar2)
The Purchaser. (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
(b) is an insurance company, the source of funds to be used by it to purchase and hold the Certificates (or interest therein) is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee and the Servicer that the Purchaser will not transfer such Certificates to any Plan or person unless such Plan or person meets the requirements set forth in either 6(a) or (b) above. Very truly yours, --------------------------------- Seller By: Name: Title: --------------------------------- Name --------------------------------- Title --------------------------------- EXHIBIT H-2 I FORM OF ERISA TRANSFEROR REPRESENTATION LETTER , 200 -------------------------- -- GMAC Mortgage Corporation 100 Witmer Road Horsham, Pennsylvania 19044 20 --------- ---- Residential Asset Mortgage Products, Inc. 8400 Normandale Lake Boulevard Suite 600 250 Minneapolis, Minnesota 55437 Norwest Bank Minnesota▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇e Santa Ana, National Association 11000 Broken Land Parkway ColumbiaCalifornia 92705 Attentio▇: ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Maryland 21044 Attention: GMAC Mortgage Corporation GMACM Series 20002005-J2 AR5 Re: GMACM Mortgage Pass-Through Certificates, Series 20002005-J2AR5, [Class M-] B-[Class B-__]] Ladies and Gentlemen: _________________ In connection with the sale by (the "Seller") to (the "Purchaser") intends to purchase from ____________________- (the "Seller") $______________ of $ Initial Certificate Principal Balance of GMACM Mortgage Pass-Through Certificates, Series 20002005-J2, [Class M- AR5, Class B-___] (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of June 27August 17, 20002005, among Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC Mortgage Corporation, as Servicer (the "Servicer") , and Norwest Deutsche Bank Minnesota, National AssociationTrust Company, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with the Company, the Trustee and the Servicer that either:
(a) The Purchaser is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
(b) The Purchaser is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), ), and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. In addition, the Purchaser Seller hereby certifies, represents and warrants to, and covenants with, the CompanyCompany and the Trustee that: Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above) would constitute a distribution of the Certificates under the Securities Act of 1933 (the "Act"), that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not act, in any manner set forth in the foregoing sentence with respect to any Certificate. The Seller has not and will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. Very truly yours, ------------------------------------------- ------------------------------------------- Seller By: ----------------------------- Name ----------------------------- Title ----------------------------- EXHIBIT J [FORM OF RULE 144A INVESTMENT REPRESENTATION] Description of Rule 144A Securities, including numbers: --------------------------------------------------------------------- --------------------------------------------------------------------- --------------------------------------------------------------------- --------------------------------------------------------------------- --------------------------------------------------------------------- --------------------------------------------------------------------- --------------------------------------------------------------------- --------------------------------------------------------------------- The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer").
1. In connection with such transfer and in accordance with the agreements pursuant to which the Rule 144A Securities were issued, the Seller hereby certifies the following facts: Neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the Securities Act of 1933, as amended (the "1933 Act"), or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, and that the Seller has not offered the Rule 144A Securities to any person other than the Buyer or another "qualified institutional buyer" as defined in Rule 144A under the 1933 Act.
2. The Buyer warrants and represents to, and c▇▇▇▇▇▇▇▇ with, the Seller, the Trustee and the Servicer that (as defined in the Purchaser will not transfer such Certificates to any Plan or person unless such Plan or person meets Pooling and Servicing Agreement (the requirements set forth in either (a) or (b) above. Very truly yours, By: Name: Title: EXHIBIT H-3 FORM OF ERISA LEGEND Each beneficial owner of a book-entry [Class M Certificate] [Class B Certificate] (or any interest therein) shall be deemed to have represented, by virtue of its acquisition or holding of such Certificate (or interest therein"Agreement"), that eitherdated as of August 17, 2005 among GMAC Mortgage Corporation as Servicer, Residential Asset Mortgage Products, Inc. as depositor pursuant to Section 5.02 of the Agreement and Deutsche Bank National Trust Company, as trustee), as follows:
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Gmacm Mortgage Loan Trust 2005-Ar5)
The Purchaser. (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
(b) is an insurance company, the source of funds to be used by it to purchase and hold the Certificates (or interest therein) is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee and the Servicer that the Purchaser will not transfer such Certificates to any Plan or person unless such Plan or person meets the requirements set forth in either 6(a) or (b) above. Very truly yours, --------------------------------------- --------------------------------------- Seller By: Name: Title: -------------------------------- Name -------------------------------- Title -------------------------------- EXHIBIT H-2 I FORM OF ERISA TRANSFEROR REPRESENTATION LETTER , 200 -------------------------- -- GMAC Mortgage Corporation 100 Witmer Road Horsham, Pennsylvania 19044 20 ------------------ ---- Residential Asset Mortgage Products, Inc. 8400 Normandale Lake Boulevard Suite 600 MinneapolisSu▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Minnesota 55437 Norwest Bank Minnesota▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇mpany 1761 East St. Andrew Place Santa ▇▇▇, National Association 11000 Broken Land Parkway Columbia, Maryland 21044 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: GMAC Mortgage Corporation Institutional Trust Services, GMACM Series 20002005-J2 AR3 Re: GMACM Mortgage Pass-Through Certificates, Series 20002005-J2AR3, [Class M-] B-[Class B-__]] Ladies and Gentlemen: _________________ In connection with the sale by (the "Seller") to (the "Purchaser") intends to purchase from ____________________- (the "Seller") $______________ of $ Initial Certificate Principal Balance of GMACM Mortgage Pass-Through Certificates, Series 20002005-J2, [Class M- AR3, Class B-___] (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of June 27May 26, 20002005, among Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC Mortgage Corporation, as Servicer (the "Servicer") , and Norwest Deutsche Bank Minnesota, National AssociationTrust Company, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with the Company, the Trustee and the Servicer that either:
(a) The Purchaser is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
(b) The Purchaser is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), ), and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. In addition, the Purchaser Seller hereby certifies, represents and warrants to, and covenants with, the CompanyCompany and the Trustee that: Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above) would constitute a distribution of the Certificates under the Securities Act of 1933 (the "Act"), that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not act, in any manner set forth in the foregoing sentence with respect to any Certificate. The Seller has not and will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. Very truly yours, ---------------------------------------- ---------------------------------------- Seller By: --------------------------------- Name --------------------------------- Title --------------------------------- EXHIBIT J [FORM OF RULE 144A INVESTMENT REPRESENTATION] Description of Rule 144A Securities, including numbers: -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer").
1. In connection with such transfer and in accordance with the agreements pursuant to which the Rule 144A Securities were issued, the Seller hereby certifies the following facts: Neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the Securities Act of 1933, as amended (the "1933 Act"), or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, and that the Seller has not offered the Rule 144A Securities to any person other than the Buyer or another "qualified institutional buyer" as defined in Rule 144A under the 1933 Act.
2. The Buyer warr▇▇▇▇ ▇▇▇ represents to, and covenants with, the Seller, the Trustee and the Servicer that (as defined in the Purchaser will not transfer such Certificates Pooling and Servicing Agreement (the "Agreement"), dated as of May 26, 2005 among GMAC Mortgage Corporation as Servicer, Residential Asset Mortgage Products, Inc. as depositor pursuant to any Plan or person unless such Plan or person meets Section 5.02 of the requirements set forth in either Agreement and Deutsche Bank National Trust Company, as trustee), as follows:
(a) The Buyer understands that the Rule 144A Securities have not been registered under the 1933 Act or the securities laws of any state.
(b) aboveThe Buyer considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Rule 144A Securities.
(c) The Buyer has been furnished with all information regarding the Rule 144A Securities that it has requested from the Seller, the Trustee or the Servicer.
(d) Neither the Buyer nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the 1933 Act or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Rule 144A Securities.
(e) The Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the 1933 Act and has completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. Very truly yoursThe Buyer is aware that the sale to it is being made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own account or the accounts of other qualified institutional buyers, By: Name: Title: EXHIBIT H-3 FORM OF ERISA LEGEND Each beneficial owner understands that such Rule 144A Securities may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a book-entry [Class M Certificate] [Class B Certificate] qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (or any interest thereinii) shall be deemed pursuant to have represented, by virtue of its acquisition or holding of such Certificate (or interest therein), that either:another exemption from registration under the 1933 Act.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Gmacm Mortgage Loan Trust 2005-Ar3)
The Purchaser. (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
(b) is an insurance company, the source of funds to be used by it to purchase and hold the Certificates (or interest therein) is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee and the Servicer that the Purchaser will not transfer such Certificates to any Plan or person unless such Plan or person meets the requirements set forth in either 6(a) or (b) above. Very truly yours, ------------------------------------------- Seller By: Name: Title: ----------------------------------- Name ---------------------------------- Title ----------------------------------- EXHIBIT H-2 I FORM OF ERISA TRANSFEROR REPRESENTATION LETTER , 200 -------------------------- -- GMAC Mortgage Corporation 100 Witmer Road Horsham, Pennsylvania 19044 Residential Asset Mortgage Products, Inc. 8400 Normandale Lake Boulevard Suite 600 Minneapolis, Minnesota 55437 Norwest Bank Minnesota, National Association 11000 Broken Land Parkway Columbia, Maryland 21044 Attention: GMAC Mortgage Corporation Series 2000-J2 Re: GMACM Mortgage Pass-Through Certificates, Series 2000-J2, [Class M-] [Class B-] Ladies and Gentlemen: _________________ , 20 Residential Asset Mortgage Products, Inc. 8400 Normandale Lake Boulevard Suite 250 Minneapolis, Minnesota ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇e Santa Ana, California 92705 Attentio▇: ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, GMACM Series 2005-AR4 Re: GMACM Mortgage Pass-Through Certificates, Series 2005-AR4, [Class B-[__]] Ladies and Gentlemen: In connection with the sale by (the "Seller") to (the "Purchaser") intends to purchase from ____________________- (the "Seller") $______________ of $ Initial Certificate Principal Balance of GMACM Mortgage Pass-Through Certificates, Series 20002005-J2, [Class M- AR4, Class B-___] (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of June 2728, 20002005, among Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC Mortgage Corporation, as Servicer (the "Servicer") , and Norwest Deutsche Bank Minnesota, National AssociationTrust Company, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with the Company, the Trustee and the Servicer that either:
(a) The Purchaser is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
(b) The Purchaser is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), ), and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. In addition, the Purchaser Seller hereby certifies, represents and warrants to, and covenants with, the CompanyCompany and the Trustee that: Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above) would constitute a distribution of the Certificates under the Securities Act of 1933 (the "Act"), that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not act, in any manner set forth in the foregoing sentence with respect to any Certificate. The Seller has not and will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. Very truly yours, ------------------------------------------- ------------------------------------------- Seller By: ----------------------------------- Name ---------------------------------- Title ----------------------------------- EXHIBIT J [FORM OF RULE 144A INVESTMENT REPRESENTATION] Description of Rule 144A Securities, including numbers: -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer").
1. In connection with such transfer and in accordance with the agreements pursuant to which the Rule 144A Securities were issued, the Seller hereby certifies the following facts: Neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the Securities Act of 1933, as amended (the "1933 Act"), or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, and that the Seller has not offered the Rule 144A Securities to any person other than the Buyer or another "qualified institutional buyer" as defined in Rule 144A under the 1933 Act.
2. The Buyer warrants and represents to, and c▇▇▇▇▇▇▇▇ with, the Seller, the Trustee and the Servicer that (as defined in the Purchaser will not transfer such Certificates to any Plan or person unless such Plan or person meets Pooling and Servicing Agreement (the requirements set forth in either (a) or (b) above. Very truly yours, By: Name: Title: EXHIBIT H-3 FORM OF ERISA LEGEND Each beneficial owner of a book-entry [Class M Certificate] [Class B Certificate] (or any interest therein) shall be deemed to have represented, by virtue of its acquisition or holding of such Certificate (or interest therein"Agreement"), that eitherdated as of June 28, 2005 among GMAC Mortgage Corporation as Servicer, Residential Asset Mortgage Products, Inc. as depositor pursuant to Section 5.02 of the Agreement and Deutsche Bank National Trust Company, as trustee), as follows:
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Gmacm Mortgage Loan Trust 2005-Ar4)
The Purchaser. (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
(b) is an insurance company, the source of funds to be used by it to purchase and hold the Certificates (or interest therein) is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee and the Servicer that the Purchaser will not transfer such Certificates to any Plan or person unless such Plan or person meets the requirements set forth in either 6(a) or (b) above. Very truly yours, --------------------------------- Seller By: Name: Title: ------------------------- Name ------------------------ Title ------------------------- EXHIBIT H-2 I FORM OF ERISA TRANSFEROR REPRESENTATION LETTER ________, 200 -------------------------- -- GMAC Mortgage Corporation 100 Witmer Road Horsham, Pennsylvania 19044 20___ Residential Asset Mortgage Products, Inc. 8400 Normandale Lake Boulevard Suite 600 Minneapolis▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Minnesota 55437 Norwest ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank MinnesotaOne, National Association 11000 Broken Land Parkway Columbia▇ ▇▇▇▇ ▇▇▇, Maryland 21044 ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: GMAC Residential Asset Mortgage Corporation Products, Inc., Series 20002003-J2 J5 Re: GMACM Mortgage Pass-Through Certificates, Series 20002003-J2J5, [Class M-] [Class B-[ ]] Ladies and Gentlemen: In connection with the sale by ______________ (the "Seller") to _______________ (the "Purchaser") intends to purchase from ____________________- (the "Seller") of $______________ Initial Certificate Principal Balance of GMACM Mortgage Pass-Through Certificates, Series 20002003-J2, [Class M- J5, Class B-___] (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of June 27September 29, 20002003, among Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC Mortgage Corporation, as Servicer (the "Servicer") , and Norwest Bank MinnesotaOne, National Association, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with the Company, the Trustee and the Servicer that either:
(a) The Purchaser is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
(b) The Purchaser is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), ), and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. In addition, the Purchaser Seller hereby certifies, represents and warrants to, and covenants with, the Company, Company and the Trustee and that: Neither the Servicer Seller nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above) would constitute a distribution of the Purchaser Certificates under the Securities Act of 1933 (the "Act"), that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not transfer such Certificates to act, in any Plan or person unless such Plan or person meets the requirements manner set forth in either (a) the foregoing sentence with respect to any Certificate. The Seller has not and will not sell or (b) aboveotherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. Very truly yours, -------------------------------- Seller By: Name: Title: ------------------------ Name ----------------------- Title ------------------------ EXHIBIT H-3 J [FORM OF ERISA LEGEND Each beneficial owner RULE 144A INVESTMENT REPRESENTATION] Description of a book-entry [Class M Certificate] [Class B Certificate] Rule 144A Securities, including numbers: -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- The undersigned seller, as registered holder (or any interest therein) shall be deemed to have represented, by virtue of its acquisition or holding of such Certificate (or interest thereinthe "Seller"), that either:intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer").
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Gmacm Mortgage Pass-Through Certificates Series 2003-J5)
The Purchaser. (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
(b) is an insurance company, the source of funds to be used by it to purchase and hold the Certificates (or interest therein) is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee and the Servicer that the Purchaser will not transfer such Certificates to any Plan or person unless such Plan or person meets the requirements set forth in either 6(a) or (b) above. Very truly yours, --------------------------------- --------------------------------- Seller By: Name: Title: ------------------------- Name ------------------------ Title ------------------------- EXHIBIT H-2 I FORM OF ERISA TRANSFEROR REPRESENTATION LETTER , 200 -------------------------- -- GMAC Mortgage Corporation 100 Witmer Road Horsham, Pennsylvania 19044 20 ---------------- ---- Residential Asset Mortgage Products, Inc. 8400 Normandale Lake Boulevard Su▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 1 Bank One, Plaza, Suite 600 MinneapolisIL1-0481 ▇▇▇▇▇▇▇, Minnesota 55437 Norwest Bank Minnesota▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇rtgage Products, National Association 11000 Broken Land Parkway ColumbiaInc., Maryland 21044 Attention: GMAC Mortgage Corporation Series 20002003-J2 AR1 -------- Re: GMACM Mortgage Pass-Through Certificates, Series 20002003-J2AR1, [Class M-] [Class B-[ ]] Ladies and Gentlemen: _________________ In connection with the sale by (the "Seller") to (the "Purchaser") intends to purchase from ____________________- (the "Seller") $______________ of $ Initial Certificate Principal Balance of GMACM Mortgage Pass-Through Certificates, Series 20002003-J2, [Class M- AR1, Class B-___] (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of June 27September 24, 20002003, among Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC Mortgage Corporation, as Servicer (the "Servicer") , and Norwest Bank MinnesotaOne, National Association, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser Seller hereby certifies, represents and warrants to, and covenants with, the Company and the Trustee that: Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above) would constitute a distribution of the Certificates under the Securities Act of 1933 (the "Act"), that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not act, in any manner set forth in the foregoing sentence with respect to any Certificate. The Seller has not and will not sell or otherwise transfer any of the Certificates, except in compliance with the Companyprovisions of the Pooling and Servicing Agreement. Very truly yours, --------------------------------- --------------------------------- Seller By: ------------------------- Name ------------------------ Title ------------------------- EXHIBIT J [FORM OF RULE 144A INVESTMENT REPRESENTATION] Description of Rule 144A Securities, including numbers: -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer").
1. In connection with such transfer and in accordance with the agreements pursuant to which the Rule 144A Securities were issued, the Seller hereby certifies the following facts: Neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the Securities Act of 1933, as amended (the "1933 Act"), or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, and that the Seller has not offered the Rule 144A Securities to any person other than the Buyer or another "qualified institutional buyer" as defined in Rule 144A under the 1933 Act.
2. The Buyer warr▇▇▇▇ ▇▇▇ represents to, and covenants with, the Seller, the Trustee and the Servicer that either(as defined in the Pooling and Servicing Agreement (the "Agreement"), dated as of September 24, 2003 among GMAC Mortgage Corporation as Servicer, Residential Asset Mortgage Products, Inc. as depositor pursuant to Section 5.02 of the Agreement and Bank One, National Association, as trustee), as follows:
(a) The Purchaser Buyer understands that the Rule 144A Securities have not been registered under the 1933 Act or the securities laws of any state.
(b) The Buyer considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Rule 144A Securities.
(c) The Buyer has been furnished with all information regarding the Rule 144A Securities that it has requested from the Seller, the Trustee or the Servicer.
(d) Neither the Buyer nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the 1933 Act or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Rule 144A Securities.
(e) The Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the 1933 Act and has completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. The Buyer is aware that the sale to it is being made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own account or the accounts of other qualified institutional buyers, understands that such Rule 144A Securities may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the 1933 Act.
3. The Buyer
(a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3ss. 2510.3-101; or
(b) The Purchaser is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), ), and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied.
4. In additionThis document may be executed in one or more counterparts and by the different parties hereto on separate counterparts, the Purchaser hereby certifieseach of which, represents and warrants towhen so executed, and covenants with, the Company, the Trustee and the Servicer that the Purchaser will not transfer such Certificates to any Plan or person unless such Plan or person meets the requirements set forth in either (a) or (b) above. Very truly yours, By: Name: Title: EXHIBIT H-3 FORM OF ERISA LEGEND Each beneficial owner of a book-entry [Class M Certificate] [Class B Certificate] (or any interest therein) shall be deemed to have representedbe an original; such counterparts, by virtue of its acquisition or holding of such Certificate (or interest therein)together, that either:shall constitute one and the same document.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Residential Asset Mort Product Gmacm Loan Ser 2003-Ar1)
The Purchaser. (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
(b) is an insurance company, the source of funds to be used by it to purchase and hold the Certificates (or interest therein) is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee and the Servicer that the Purchaser will not transfer such Certificates to any Plan or person unless such Plan or person meets the requirements set forth in either 6(a) or (b) above. Very truly yours, ---------------------------------------------- Seller By: Name: Title: -------------------------------------- Name ------------------------------------- Title -------------------------------------- EXHIBIT H-2 I FORM OF ERISA TRANSFEROR REPRESENTATION LETTER __________, 200 -------------------------- -- GMAC Mortgage Corporation 100 Witmer Road Horsham, Pennsylvania 19044 200__ Residential Asset Mortgage Products, Inc. 8400 Normandale Lake Boulevard Suite 600 250 Minneapolis, Minnesota 55437 Norwest Bank Minnesota5▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, National Association 11000 Broken Land Parkway Columbia, Maryland 21044 Attention▇▇▇▇es▇▇▇ 5▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇: GMAC Mortgage Corporation Series 2000▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇--▇▇▇▇▇ ▇▇▇▇-J2 Re▇▇▇ ▇▇: GMACM Mortgage Pass-Through Certificates, Series 20002006-J2AR1, [Class M-] B-[Class B-__]] Ladies and Gentlemen: _________________ In connection with the sale by (the "Seller") to (the "Purchaser") intends to purchase from ____________________- (the "Seller") $______________ of $ Initial Certificate Principal Balance of GMACM Mortgage Pass-Through Certificates, Series 20002006-J2, [Class M- AR1, Class B-___] (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of June February 27, 20002006, among Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC Mortgage Corporation, as Servicer (the "Servicer") , and Norwest Bank MinnesotaWells Fargo Bank, National Association, as trustee (the "Trustee▇▇▇▇▇ee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with the Company, the Trustee and the Servicer that either:
(a) The Purchaser is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
(b) The Purchaser is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), ), and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. In addition, the Purchaser Seller hereby certifies, represents and warrants to, and covenants with, the Company, Company and the Trustee and that: Neither the Servicer Seller nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above) would constitute a distribution of the Purchaser Certificates under the Securities Act of 1933 (the "Act"), that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not transfer such Certificates to act, in any Plan or person unless such Plan or person meets the requirements manner set forth in either (a) the foregoing sentence with respect to any Certificate. The Seller has not and will not sell or (b) aboveotherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. Very truly yours, -------------------------------------------------- -------------------------------------------------- Seller By: Name: Title: ------------------------------------------ Name ----------------------------------------- Title ------------------------------------------ EXHIBIT H-3 J [FORM OF ERISA LEGEND Each beneficial owner RULE 144A INVESTMENT REPRESENTATION] Description of a book-entry [Class M Certificate] [Class B Certificate] Rule 144A Securities, including numbers: -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- The undersigned seller, as registered holder (or any interest therein) shall be deemed to have represented, by virtue of its acquisition or holding of such Certificate (or interest thereinthe "Seller"), that either:intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer").
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc)
The Purchaser. (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
(b) is an insurance company, the source of funds to be used by it to purchase and hold the Certificates (or interest therein) is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee and the Servicer that the Purchaser will not transfer such Certificates to any Plan or person unless such Plan or person meets the requirements set forth in either 6(a) or (b) above. Very truly yours, -------------------------------------- -------------------------------------- Seller By: Name: Title: ---------------------------------- Name --------------------------------- Title ---------------------------------- EXHIBIT H-2 I FORM OF ERISA TRANSFEROR REPRESENTATION LETTER _________ , 200 -------------------------- -- GMAC Mortgage Corporation 100 Witmer Road Horsham, Pennsylvania 19044 20___ Residential Asset Mortgage Products, Inc. 8400 Normandale Lake Boulevard Suite 600 250 Minneapolis, Minnesota 55437 Norwest Bank Minnesota▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, National Association 11000 Broken Land Parkway Columbia▇.▇. ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ - ▇▇▇ ▇▇▇or New York, Maryland 21044 AttentionNew York 10004 ▇▇▇▇▇▇▇▇▇: GMAC Mortgage Corporation Series 2000▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇s 2005-J2 AR1 Re: GMACM Mortgage Pass-Through Certificates, Series 20002005-J2AR1, [Class M-] B-[Class B-__]] Ladies and Gentlemen: _________________ In connection with the sale by (the "Seller") to (the "Purchaser") intends to purchase from ____________________- (the "Seller") $______________ of $ Initial Certificate Principal Balance of GMACM Mortgage Pass-Through Certificates, Series 20002005-J2, [Class M- AR1, Class B-___] (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of June 27February 24, 20002005, among Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC Mortgage Corporation, as Servicer (the "Servicer") , and Norwest Bank MinnesotaJPMorgan Chase Bank, National AssociationN.A., as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with the Company, the Trustee and the Servicer that either:
(a) The Purchaser is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
(b) The Purchaser is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), ), and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. In addition, the Purchaser Seller hereby certifies, represents and warrants to, and covenants with, the CompanyCompany and the Trustee that: Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above) would constitute a distribution of the Certificates under the Securities Act of 1933 (the "Act"), that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not act, in any manner set forth in the foregoing sentence with respect to any Certificate. The Seller has not and will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. Very truly yours, -------------------------------------- -------------------------------------- Seller By: ---------------------------------- Name --------------------------------- Title ---------------------------------- EXHIBIT J [FORM OF RULE 144A INVESTMENT REPRESENTATION] Description of Rule 144A Securities, including numbers: -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer").
1. In connection with such transfer and in accordance with the agreements pursuant to which the Rule 144A Securities were issued, the Seller hereby certifies the following facts: Neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the Securities Act of 1933, as amended (the "1933 Act"), or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, and that the Seller has not offered the Rule 144A Securities to any person other than the Buyer or another "qualified institutional buyer" as defined in Rule 144A under the 1933 Act.
2. The Buyer warrants and represents ▇▇, ▇▇▇ covenants with, the Seller, the Trustee and the Servicer that (as defined in the Purchaser will not transfer such Certificates to any Plan or person unless such Plan or person meets Pooling and Servicing Agreement (the requirements set forth in either (a) or (b) above. Very truly yours, By: Name: Title: EXHIBIT H-3 FORM OF ERISA LEGEND Each beneficial owner of a book-entry [Class M Certificate] [Class B Certificate] (or any interest therein) shall be deemed to have represented, by virtue of its acquisition or holding of such Certificate (or interest therein"Agreement"), that eitherdated as of February 24, 2005 among GMAC Mortgage Corporation as Servicer, Residential Asset Mortgage Products, Inc. as depositor pursuant to Section 5.02 of the Agreement and JPMorgan Chase Bank, N.A., as trustee), as follows:
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Gmacm Mortgage Loan Trust 2005-Ar1)