EXECUTION COPY
MORTGAGE LOAN PURCHASE AGREEMENT
This is a Mortgage Loan Purchase Agreement (the "Agreement") dated as of
March 30, 2006 by and between GMAC Mortgage Corporation, a Pennsylvania corporation, having
an office at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Seller") and Residential
Asset Mortgage Products, Inc., a Delaware corporation, and having an office at
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Purchaser").
The Seller agrees to sell to the Purchaser and the Purchaser agrees to purchase from
the Seller certain mortgage loans on a servicing-retained basis as described herein (the
"Mortgage Loans"). The following terms are defined as follows:
Aggregate Principal Balance
(as of the Cut-Off Date): $372,995,323.98 (after deduction of scheduled principal
payments due on or before the Cut-Off Date, whether or not
collected, but without deduction of prepayments that may have
been made but not reported to the Seller as of the close of
business on such date).
Closing Date: March 30, 2006, or such other date as may be agreed upon by
the parties hereto.
Cut-Off Date: March 1, 2006.
Mortgage Loan: A hybrid adjustable rate, fully-amortizing, first lien,
residential conventional mortgage loan having a term of not
more than 30 years and secured by Mortgaged Property.
Mortgaged Property: A single parcel of real property on which is located a
detached single-family residence, a two-to-four family
dwelling, a townhouse, an individual condominium unit, or an
individual unit in a planned unit development, or a
proprietary lease in a unit in a cooperatively-owned
apartment building and stock in the related cooperative
corporation.
Pooling and Servicing
Agreement: The pooling and servicing agreement, dated as of March 30,
2006, among Residential Asset Mortgage Products, Inc., as
company, GMAC Mortgage Corporation, as servicer and JPMorgan
Chase Bank, N.A., as trustee (the "Trustee").
Repurchase Event: With respect to any Mortgage Loan as to which the Seller
delivers an affidavit certifying that the original Mortgage
Note has been lost or destroyed, a subsequent default on such
Mortgage Loan if the enforcement thereof or of the related
Mortgage is materially and adversely affected by the absence
of such original Mortgage Note.
All capitalized terms used but not defined herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement. The parties intend hereby to set forth the
terms and conditions upon which the proposed transactions will be effected and, in
consideration of the premises and the mutual agreements set forth herein, agree as follows:
SECTION 1. Agreement to Sell and Purchase Mortgage Loans. The Seller agrees to sell to
the Purchaser and the Purchaser agrees to purchase from the Seller certain Mortgage Loans
having an aggregate amount equal to the Aggregate Principal Balance as of the Cut-Off Date.
SECTION 2. Mortgage Loan Schedule. The Seller has provided to the Purchaser a schedule
setting forth all of the Mortgage Loans to be purchased on the Closing Date under this
Agreement, which shall be attached hereto as Schedule I (the "Mortgage Loan Schedule").
SECTION 3. Purchase Price of Mortgage Loans. The purchase price (the "Purchase Price")
to be paid to the Seller by the Purchaser for the Mortgage Loans shall be the sum of
(i) [REDACTED] and (ii) a 0.01% Percentage Interest in the Class R Certificates issued
pursuant to the Pooling and Servicing Agreement. The cash portion of the purchase price
shall be paid by wire transfer of immediately available funds on the Closing Date to the
account specified by the Seller.
The Purchaser and Seller intend that the conveyance by the Seller to the Purchaser of
all its right, title and interest in and to the Mortgage Loans pursuant to this Agreement
shall be, and be construed as, a sale of the Mortgage Loans by the Seller to the Purchaser.
It is, further, not intended that such conveyance be deemed to be a grant of a security
interest in the Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that the Mortgage Loans are held to be
property of the Seller, or if for any reason this Agreement is held or deemed to create a
security interest in the Mortgage Loans, then it is intended that (a) this Agreement shall
be and hereby is a security agreement within the meaning of Articles 9 of the Pennsylvania
Uniform Commercial Code, the Delaware Uniform Commercial Code and the Uniform Commercial
Code of any other applicable jurisdiction; (b) the conveyance provided for in this Section
shall be deemed to be, and hereby is, a grant by the Seller to the Purchaser of a security
interest in all of the Seller's right, title and interest, whether now owned or hereafter
acquired, in and to the following: (A) the Mortgage Loans, including (i) with respect to
each Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of
Proprietary Lease, Cooperative Stock Certificate, Cooperative Lease, (ii) with respect to
each Mortgage Loan other than a Cooperative Loan, the related Mortgage Note and Mortgage and
(iii) any insurance policies and all other documents in the related Mortgage File, (B) all
amounts payable pursuant to the Mortgage Loans in accordance with the terms thereof, (C) all
proceeds of the conversion, voluntary or involuntary, of the foregoing into cash,
instruments, securities or other property, (D) all accounts, general intangibles, chattel
paper, instruments, documents, money, deposit accounts, goods, letters of credit,
letter-of-credit rights, oil, gas, and other minerals, and investment property consisting
of, arising from or relating to any of the foregoing and (E) all proceeds of the foregoing;
(c) the possession by the Trustee, the Custodian or any other agent of the Trustee of any of
the foregoing shall be deemed to be possession by the secured party, or possession by a
purchaser or a person holding for the benefit of such secured party, for purposes of
perfecting the security interest pursuant to the Pennsylvania Uniform Commercial Code, the
Delaware Uniform Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction (including, without limitation, Sections 9-313 and 9-314 of each thereof); and
(d) notifications to persons holding such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, securities intermediaries, bailees or
agents of, or persons holding for, the Trustee (as applicable) for the purpose of perfecting
such security interest under applicable law. The Seller shall, to the extent consistent
with this Agreement, take such reasonable actions as may be necessary to ensure that, if
this Agreement were determined to create a security interest in the Mortgage Loans and the
other property described above, such security interest would be determined to be a perfected
security interest of first priority under applicable law and will be maintained as such
throughout the term of this Agreement. Without limiting the generality of the foregoing,
the Seller shall prepare and deliver to the Purchaser not less than 15 days prior to any
filing date, and the Purchaser shall file, or shall cause to be filed, at the expense of the
Seller, all filings necessary to maintain the effectiveness of any original filings
necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the
Purchaser's security interest in the Mortgage Loans, including without limitation
(x) continuation statements, and (y) such other statements as may be occasioned by (1) any
change of name of the Seller or the Purchaser, (2) any change of type or jurisdiction of
organization of the Seller, or (3) any transfer of any interest of the Seller in any
Mortgage Loan.
Notwithstanding the foregoing, (i) the Seller in its capacity as Servicer shall
retain all servicing rights (including, without limitation, primary servicing and master
servicing) relating to or arising out of the Mortgage Loans, and all rights to receive
servicing fees, servicing income and other payments made as compensation for such servicing
granted to it under the Pooling and Servicing Agreement pursuant to the terms and conditions
set forth therein (collectively, the "Servicing Rights") and (ii) the Servicing Rights are
not included in the collateral in which the Seller grants a security interest pursuant to
the immediately preceding paragraph.
SECTION 4. Record Title and Possession of Mortgage Files. The Seller hereby sells,
transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to
the terms of this Agreement and the Seller hereby acknowledges that the Purchaser, subject
to the terms of this Agreement, shall have all the right, title and interest of the Seller
in and to the Mortgage Loans. From the Closing Date, but as of the Cut-off Date, the
ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of
the related Mortgage File and all rights, benefits, proceeds and obligations arising
therefrom or in connection therewith, has been vested in the Purchaser. All rights arising
out of the Mortgage Loans including, but not limited to, all funds received on or in
connection with the Mortgage Loans and all records or documents with respect to the Mortgage
Loans prepared by or which come into the possession of the Seller shall be received and held
by the Seller in trust for the exclusive benefit of the Purchaser as the owner of the
Mortgage Loans. On and after the Closing Date, any portion of the related Mortgage Files or
servicing files related to the Mortgage Loans (the "Servicing Files") in Seller's possession
shall be held by Seller in a custodial capacity only for the benefit of the Purchaser. The
Seller shall release its custody of any contents of the related Mortgage Files or Servicing
Files only in accordance with written instructions of the Purchaser or the Purchaser's
designee.
SECTION 5. Books and Records. The sale of each Mortgage Loan has been reflected on the
Seller's balance sheet and other financial statements as a sale of assets by the Seller.
The Seller shall be responsible for maintaining, and shall maintain, a complete set of books
and records for the Mortgage Loans which shall be appropriately identified in the Seller's
computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser.
SECTION 6. Delivery of Mortgage Notes.
(a) On or prior to the Closing Date, the Seller shall deliver to the Purchaser or the
Custodian, as directed by the Purchaser, the original Mortgage Note, with respect to each
Mortgage Loan so assigned, endorsed without recourse in blank, or in the name of the Trustee
as trustee, and signed by an authorized officer (which endorsement shall contain either an
original signature or a facsimile signature of an authorized officer of the Seller, and if
in the form of an allonge, the allonge shall be stapled to the Mortgage Note), with all
intervening endorsements showing a complete chain of title from the originator to the
Seller. If the Mortgage Loan was acquired by the endorser in a merger, the endorsement must
be by "____________, successor by merger to [name of predecessor]". If the Mortgage Loan
was acquired or originated by the endorser while doing business under another name, the
endorsement must be by "____________ formerly known as [previous name]." The delivery of
each Mortgage Note to the Purchaser or the Custodian is at the expense of the Seller.
In lieu of delivering the Mortgage Note relating to any Mortgage Loan, the
Seller may deliver or cause to be delivered a lost note affidavit from the Seller stating
that the original Mortgage Note was lost, misplaced or destroyed, and, if available, a copy
of each original Mortgage Note; provided, however, that in the case of Mortgage Loans which
have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller,
in lieu of delivering the above documents, may deliver to the Purchaser a certification to
such effect and shall deposit all amounts paid in respect of such Mortgage Loan in the
Payment Account on the Closing Date.
(b) If any Mortgage Note is not delivered to the Purchaser (or the Custodian as directed
by the Purchaser) or the Purchaser discovers any defect with respect to a Mortgage Note
which materially and adversely affects the interests of the Certificateholders in the
related Mortgage Loan, the Purchaser shall give prompt written specification of such defect
or omission to the Seller, and the Seller shall cure such defect or omission in all material
respects or repurchase such Mortgage Loan or substitute a Qualified Substitute Mortgage Loan
in the manner set forth in Section 7.03. It is understood and agreed that the obligation of
the Seller to cure a material defect in, or substitute for, or purchase any Mortgage Loan as
to which a material defect in, or omission of, a Mortgage Note exists, shall constitute the
sole remedy respecting such material defect or omission available to the Purchaser,
Certificateholders or the Trustee on behalf of Certificateholders.
(c) All other documents contained in the Mortgage File and any original documents
relating to the Mortgage Loans not contained in the Mortgage File or delivered to the
Purchaser, are and shall be retained by the Servicer in trust as agent for the Purchaser.
In the event that in connection with any Mortgage Loan: (a) the original
recorded Mortgage (or evidence of submission to the recording office), (b) all interim
recorded assignments, (c) the original recorded modification agreement, if required, or (d)
evidence of title insurance (together with all riders thereto, if any) satisfying the
requirements of clause (I)(ii), (iv), (vi) or (vii) of the definition of Mortgage File,
respectively, is not in the possession of the Servicer concurrently with the execution and
delivery hereof because such document or documents have not been returned from the
applicable public recording office, or, in the case of each such interim assignment or
modification agreement, because the related Mortgage has not been returned by the
appropriate recording office, in the case of clause (I)(ii), (iv) or (vi) of the definition
of Mortgage File, or because the evidence of title insurance has not been delivered to the
Seller by the title insurer in the case of clause (I)(vii) of the definition of Mortgage
File, the Servicer shall use its best efforts to obtain, (A) in the case of clause (I)(ii),
(iv) or (vi) of the definition of Mortgage File, such original Mortgage, such interim
assignment, or such modification agreement, with evidence of recording indicated thereon
upon receipt thereof from the public recording office, or a copy thereof, certified, if
appropriate, by the relevant recording office, or (B) in the case of clause (I)(vii) of the
definition of Mortgage File, evidence of title insurance.
(d) If any of the documents held by the Servicer pursuant to clause (c) above are missing
or defective in any other respect and such missing document or defect materially and
adversely affects the interests of the Certificateholders in the related Mortgage Loan, the
Seller shall cure or repurchase such Mortgage Loan or substitute a Qualified Substitute
Mortgage Loan in the manner set forth in Section 7.03. It is understood and agreed that the
obligation of the Seller to cure a material defect in, or substitute for, or purchase any
Mortgage Loan as to which a material defect in or omission of a constituent document exists,
shall constitute the sole remedy respecting such material defect or omission available to
the Purchaser, Certificateholders or the Trustee on behalf of Certificateholders.
(e) If any assignment is lost or returned unrecorded to the Servicer because of any
defect therein, the Seller shall prepare a substitute assignment or cure such defect, as the
case may be, and the Servicer shall cause such assignment to be recorded in accordance with
this Section.
SECTION 7. Representations and Warranties.
SECTION 7.01. Representations and Warranties of Seller. The Seller represents, warrants and
covenants to the Purchaser that as of the Closing Date or as of such date specifically
provided herein:
(a) The Seller is a corporation duly organized, validly existing and in
good standing under the laws of the Commonwealth of Pennsylvania and is or will be in
compliance with the laws of each state in which any Mortgaged Property is located to the
extent necessary to ensure the enforceability of each Mortgage Loan;
(b) The Seller has the power and authority to make, execute, deliver and
perform its obligations under this Agreement and all of the transactions contemplated under
this Agreement, and has taken all necessary corporate action to authorize the execution,
delivery and performance of this Agreement; this Agreement constitutes a legal, valid and
binding obligation of the Seller, enforceable against the Seller in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect affecting the
enforcement of creditors' rights in general and except as such enforceability may be limited
by general principles of equity (whether considered in a proceeding at law or in equity) or
by public policy with respect to indemnification under applicable securities laws;
(c) The execution and delivery of this Agreement by the Seller and its
performance and compliance with the terms of this Agreement will not violate the Seller's
Certificate of Incorporation or Bylaws or constitute a material default (or an event which,
with notice or lapse of time, or both, would constitute a material default) under, or result
in the material breach of, any material contract, agreement or other instrument to which the
Seller is a party or which may be applicable to the Seller or any of its assets;
(d) No litigation before any court, tribunal or governmental body is
currently pending, nor to the knowledge of the Seller is threatened against the Seller, nor
is there any such litigation currently pending, nor to the knowledge of the Seller
threatened against the Seller with respect to this Agreement that in the opinion of the
Seller has a reasonable likelihood of resulting in a material adverse effect on the
transactions contemplated by this Agreement;
(e) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and performance by the
Seller of or compliance by the Seller with this Agreement, the sale of the Mortgage Loans or
the consummation of the transactions contemplated by this Agreement except for consents,
approvals, authorizations and orders which have been obtained;
(f) The consummation of the transactions contemplated by this Agreement is
in the ordinary course of business of the Seller, and the transfer, assignment and
conveyance of the Mortgage Notes and the Mortgages relating to the Mortgage Loans by the
Seller pursuant to this Agreement are not subject to bulk transfer or any similar statutory
provisions in effect in any applicable jurisdiction;
(g) The Seller did not select such Mortgage Loans in a manner that it
reasonably believed was adverse to the interests of the Purchaser based on the Seller's
portfolio of conventional non-conforming Mortgage Loans;
(h) The Seller will treat the sale of the Mortgage Loans to the Purchaser
as a sale for reporting and accounting purposes and, to the extent appropriate, for federal
income tax purposes;
(i) The Seller is an approved seller/servicer of residential mortgage loans
for ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac. The Seller is in good standing to sell mortgage loans to
and service mortgage loans for ▇▇▇▇▇▇ Mae and ▇▇▇▇▇▇▇ Mac and no event has occurred which
would make the Seller unable to comply with eligibility requirements or which would require
notification to either ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac; and
(j) No written statement, report or other document furnished or to be
furnished pursuant to the Agreement contains or will contain any statement that is or will
be inaccurate or misleading in any material respect.
SECTION 7.02. Representations and Warranties as to Individual Mortgage Loans. The Seller
hereby represents and warrants to the Purchaser, as to each Mortgage Loan (except as
otherwise specified below), as of the Closing Date, as follows:
(a) The information set forth in the Mortgage Loan Schedule is true,
complete and correct in all material respects as of the Cut-Off Date;
(b) The original mortgage, deed of trust or other evidence of indebtedness
(the "Mortgage") creates a first lien on an estate in fee simple or a leasehold interest in
real property securing the related Mortgage Note, free and clear of all adverse claims,
liens and encumbrances having priority over the first lien of the Mortgage subject only to
(1) the lien of non-delinquent current real property taxes and assessments not yet due and
payable, (2) covenants, conditions and restrictions, rights of way, easements and other
matters of public record as of the date of recording which are acceptable to mortgage
lending institutions generally, and (3) other matters to which like properties are commonly
subject which do not materially interfere with the benefits of the security intended to be
provided by the Mortgage or the use, enjoyment, value or marketability of the related
Mortgaged Property;
(c) The Mortgage Loan has not been delinquent thirty (30) days or more at
any time during the twelve (12) month period prior to the Cut-off Date for such Mortgage
Loan. As of the Cut-Off Date, the Mortgage Loan is not delinquent in payment more than 30
days and has not been dishonored; there are no defaults under the terms of the Mortgage
Loan; and the Seller has not advanced funds, or induced, solicited or knowingly received any
advance of funds from a party other than the owner of the Mortgaged Property subject to the
Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage
Loan;
(d) There are no delinquent taxes which are due and payable, ground rents,
assessments or other outstanding charges affecting the related Mortgaged Property;
(e) The Mortgage Note and the Mortgage have not been impaired, waived,
altered or modified in any respect, except by written instruments which have been recorded
to the extent any such recordation is required by applicable law or is necessary to protect
the interests of the Purchaser, and which have been approved by the title insurer and the
primary mortgage insurer, as applicable, and copies of which written instruments are
included in the Mortgage File. No other instrument of waiver, alteration or modification
has been executed, and no Mortgagor has been released by the Seller, or to the best of
Seller's knowledge, by any other person, in whole or in part, from the terms thereof except
in connection with an assumption agreement, which assumption agreement is part of the
Mortgage File and the terms of which are reflected on the Mortgage Loan Schedule;
(f) The Mortgage Note and the Mortgage are not subject to any right of
rescission, set-off, counterclaim or defense, including the defense of usury, nor will the
operation of any of the terms of the Mortgage Note and the Mortgage, or the exercise of any
right thereunder, render the Mortgage Note or Mortgage unenforceable, in whole or in part,
or subject to any right of rescission, set-off, counterclaim or defense, including the
defense of usury, and no such right of rescission, set-off, counterclaim or defense has been
asserted with respect thereto;
(g) All buildings upon the Mortgaged Property are insured by a generally
acceptable insurer pursuant to standard hazard policies conforming to the requirements of
▇▇▇▇▇▇ Mae and ▇▇▇▇▇▇▇ Mac. All such standard hazard policies are in effect and on the date
of origination contained a standard mortgagee clause naming the Seller and its successors in
interest as loss payee and such clause is still in effect. If the Mortgaged Property is
located in an area identified by the Federal Emergency Management Agency as having special
flood hazards under the Flood Disaster Protection Act of 1973, as amended, such Mortgaged
Property is covered by flood insurance by a generally acceptable insurer in an amount not
less than the requirements of ▇▇▇▇▇▇ Mae and ▇▇▇▇▇▇▇ Mac. The Mortgage obligates the
Mortgagor thereunder to maintain all such insurance at the Mortgagor's cost and expense, and
on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain such
insurance at the Mortgagor's cost and expense and to seek reimbursement therefor from the
Mortgagor;
(h) Each Mortgage Loan as of the time of its origination complied in all
material respects with all applicable local, state and federal laws, including, but not
limited to, all applicable predatory lending laws;
(i) The Mortgage has not been satisfied, canceled or subordinated, in whole
or in part, or rescinded, and the Mortgaged Property has not been released from the lien of
the Mortgage, in whole or in part nor has any instrument been executed that would effect any
such satisfaction, release, cancellation, subordination or rescission;
(j) The Mortgage Note and the related Mortgage are original and genuine and
each is the legal, valid and binding obligation of the maker thereof, enforceable in all
respects in accordance with its terms subject to bankruptcy, insolvency and other laws of
general application affecting the rights of creditors. All parties to the Mortgage Note and
the Mortgage had the legal capacity to enter into the Mortgage Loan and to execute and
deliver the Mortgage Note and the Mortgage. The Mortgage Note and the Mortgage have been
duly and properly executed by such parties. The proceeds of the Mortgage Note have been
fully disbursed and there is no requirement for future advances thereunder;
(k) With respect to each Mortgage Loan, (A) immediately prior to the
transfer and assignment to the Purchaser, the Mortgage Note and the Mortgage were not
subject to an assignment or pledge, except for any assignment or pledge that had been
satisfied and released, (B) the Seller had good and marketable title to and was the sole
owner thereof and (C) the Seller had full right to transfer and sell the Mortgage Loan to
the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim or
security interest;
(l) The Mortgage Loan is covered by an ALTA lender's title insurance policy
or other generally acceptable form of policy of insurance, with all necessary endorsements,
issued by a title insurer qualified to do business in the jurisdiction where the Mortgaged
Property is located, insuring (subject to the exceptions contained in clause (b) (1), (2)
and (3) above) the Seller, its successors and assigns, as to the first priority lien of the
Mortgage in the original principal amount of the Mortgage Loan. Such title insurance policy
affirmatively insures ingress and egress and against encroachments by or upon the Mortgaged
Property or any interest therein. The Seller is the sole insured of such lender's title
insurance policy, such title insurance policy has been duly and validly endorsed to the
Purchaser or the assignment to the Purchaser of the Seller's interest therein does not
require the consent of or notification to the insurer and such lender's title insurance
policy is in full force and effect and will be in full force and effect upon the
consummation of the transactions contemplated by this Agreement. No claims have been made
under such lender's title insurance policy, and no prior holder of the related Mortgage has
done, by act or omission, anything which would impair the coverage of such lender's title
insurance policy;
(m) To the Seller's knowledge, there is no default, breach, violation or
event of acceleration existing under the Mortgage or the related Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or event permitting acceleration; and
neither the Seller nor any prior mortgagee has waived any default, breach, violation or
event permitting acceleration;
(n) To the Seller's knowledge, there are no mechanics, or similar liens or
claims which have been filed for work, labor or material affecting the related Mortgaged
Property which are or may be liens prior to or equal to the lien of the related Mortgage;
(o) To the Seller's knowledge, all improvements lie wholly within the
boundaries and building restriction lines of the Mortgaged Property (and wholly with the
project with respect to a condominium unit) and no improvements on adjoining properties
encroach upon the Mortgaged Property except those which are insured against by the title
insurance policy referred to in clause (l) above and all improvements on the property comply
with all applicable zoning and subdivision laws and ordinances;
(p) The Mortgage Loan constitutes a "qualified mortgage" under
Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4),
(5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation
Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G 2(f)(2) or any other provision
that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its
failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury
Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9);
(q) The Mortgage Loan complies in all material respects with all the terms,
conditions and requirements of the Seller's underwriting standards in effect at the time of
origination of such Mortgage Loan. The Mortgage Notes and Mortgages are on uniform ▇▇▇▇▇▇
▇▇▇/▇▇▇▇▇▇▇ Mac instruments or are on forms acceptable to ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac;
(r) The Mortgage Loan contains the usual and enforceable provisions of the
originator at the time of origination for the acceleration of the payment of the unpaid
principal amount if the related Mortgaged Property is sold without the prior consent of the
mortgagee thereunder. The Mortgage Loan has an original term to maturity of not more than
30 years, with interest payable in arrears on the first day of each month. Except as
otherwise set forth on the Mortgage Loan Schedule, the Mortgage Loan does not contain terms
or provisions which would result in negative amortization nor contain "graduated payment"
features or "buydown" features;
(s) To the Seller's knowledge, the Mortgaged Property at origination of the
Mortgage Loan was and currently is free of damage and waste and, to the Seller's knowledge,
at origination of the Mortgage Loan there was, and there currently is, no proceeding pending
for the total or partial condemnation thereof;
(t) The related Mortgage contains enforceable provisions such as to render
the rights and remedies of the holder thereof adequate for the realization against the
Mortgaged Property of the benefits of the security provided thereby, including, (1) in the
case of a Mortgage designated as a deed of trust, by trustee's sale, and (2) otherwise by
judicial foreclosure. To the Seller's knowledge, there is no homestead or other exemption
available to the Mortgagor which would interfere with the right to sell the Mortgaged
Property at a trustee's sale or the right to foreclose the Mortgage;
(u) If the Mortgage constitutes a deed of trust, a trustee, duly qualified
if required under applicable law to act as such, has been properly designated and currently
so serves and is named in the Mortgage, and no fees or expenses are or will become payable
by the Purchaser to the trustee under the deed of trust, except in connection with a
trustees sale or attempted sale after default by the Mortgagor;
(v) If required by the applicable processing style, the Mortgage File
contains an appraisal of the related Mortgaged Property made and signed prior to the final
approval of the mortgage loan application by an appraiser that is acceptable to ▇▇▇▇▇▇ Mae
or ▇▇▇▇▇▇▇ Mac and approved by the Seller. The appraisal, if applicable, is in a form
generally acceptable to ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac;
(w) To the Seller's knowledge, each of the Mortgaged Properties consists of
a single parcel of real property with a detached single-family residence erected thereon, or
a two- to four-family dwelling, a townhouse, an individual condominium unit in a
condominium project, an individual unit in a planned unit development or a proprietary lease
on a cooperatively owned apartment and stock in the related cooperative corporation. Any
condominium unit or planned unit development either conforms with applicable ▇▇▇▇▇▇ Mae or
▇▇▇▇▇▇▇ Mac requirements regarding such dwellings or is covered by a waiver confirming that
such condominium unit or planned unit development is acceptable to ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac
or is otherwise "warrantable" with respect thereto. No such residence is a mobile home or
manufactured dwelling;
(x) The ratio of the original outstanding principal amount of the Mortgage
Loan to the lesser of the appraised value (or stated value if an appraisal was not a
requirement of the applicable processing style) of the Mortgaged Property at origination or
the purchase price of the Mortgaged Property securing each Mortgage Loan (the "Loan-to-Value
Ratio") is not in excess of 95.00%. The original Loan-to-Value Ratio of each Mortgage Loan
either was not more than 80.00% or the excess over 80.00% is insured as to payment defaults
by a primary mortgage insurance policy issued by a primary mortgage insurer acceptable to
▇▇▇▇▇▇ Mae and ▇▇▇▇▇▇▇ Mac;
(y) The Seller is either, and each Mortgage Loan was originated by, a
savings and loan association, savings bank, commercial bank, credit union, insurance company
or similar institution which is supervised and examined by a federal or State authority, or
by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to
Section 203 and 211 of the National Housing Act;
(z) The origination, collection and servicing practices with respect to
each Mortgage Note and Mortgage have been in all material respects legal, normal and usual
in the Seller's general mortgage servicing activities. With respect to escrow deposits and
payments that the Seller collects, all such payments are in the possession of, or under the
control of, the Seller, and there exist no deficiencies in connection therewith for which
customary arrangements for repayment thereof have not been made. No escrow deposits or
other charges or payments due under the Mortgage Note have been capitalized under any
Mortgage or the related Mortgage Note;
(aa) No fraud or misrepresentation of a material fact with respect to the
origination of a Mortgage Loan has taken place on the part of the Seller;
(bb) If any of the Mortgage Loans are secured by a leasehold interest, with
respect to each leasehold interest: residential property in such area consisting of
leasehold estates is readily marketable; the lease is recorded and is in full force and
effect and is not subject to any prior lien or encumbrance by which the leasehold could be
terminated or subject to any charge or penalty; and the remaining term of the lease does not
terminate less than ten years after the maturity date of such Mortgage Loan;
(cc) None of the Mortgage Loans are subject to the Home Ownership and Equity
Protection Act of 1994 ("HOEPA");
(dd) No Mortgage Loan is a "High Cost Loan" or a "Covered Loan," as
applicable (as such terms are defined in the then current Standard & Poor's LEVELS Glossary
which is now Version 5.6c Revised, Appendix E);
(ee) No Mortgage Loan originated on or after October 1, 2002 through
March 6, 2003 is governed by the Georgia Fair Lending Act; and
(ff) No mortgage loan is a high cost loan under the predatory lending law of
any jurisdiction in which a mortgaged property is located.
SECTION 7.03. Repurchase. It is understood and agreed that the representations and
warranties set forth in Sections 7.01 and 7.02 shall survive the sale of the Mortgage Loans
to the Purchaser and delivery of the related Mortgage Loan documents to the Purchaser or its
designees and shall inure to the benefit of the Purchaser, notwithstanding any restrictive
or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination
of any Mortgage File. Upon discovery by either the Seller or the Purchaser of a breach of
representations and warranties made by the Seller, or upon the occurrence of a Repurchase
Event, in either case which materially and adversely affects interests of the Purchaser or
its assignee in any Mortgage Loan, the party discovering such breach or occurrence shall
give prompt written notice to each of the other parties. If the substance of any
representation or warranty has been breached, the repurchase obligation set forth in the
provisions of this Section 7.03 shall apply notwithstanding any qualification as to the
knowledge of the Seller. Following discovery or receipt of notice of any such breach of a
representation or warranty made by the Seller or the occurrence of a Repurchase Event, the
Seller shall either (i) cure such breach in all material respects within 90 days from the
date the Seller was notified of such breach or (ii) repurchase such Mortgage Loan at the
related Purchase Price within 90 days from the date the Seller was notified of such breach;
provided, however, that the Seller shall have the option to substitute a Qualified
Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within
two years following the Closing Date; and provided further that if the breach or occurrence
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure, repurchase or substitution must occur within 90 days
from the earlier of the date the breach was discovered or receipt of notice of any such
breach. In the event that any such breach shall involve any representation or warranty set
forth in Section 7.01 or those relating to the Mortgage Loans or a portion thereof in the
aggregate, and such breach cannot be cured within ninety days of the earlier of either
discovery by or notice to the Seller of such breach, all Mortgage Loans affected by the
breach shall, at the option of the Purchaser, be repurchased by the Seller at the Purchase
Price or substituted for in accordance with this Section 7.03. Notwithstanding anything to
the contrary herein, upon discovery by either Seller or GMACM or upon notice from the
Purchaser, GMACM, the Servicer, the Trustee or the Custodian, as applicable, of a breach of
a Seller's representations or warranties in paragraph (s), but only in so far as it relates
to damage caused by Hurricane ▇▇▇▇▇▇▇, Hurricane ▇▇▇▇ and Hurricane ▇▇▇▇▇, all of which
struck the southeast portion of the United States in August, September and October of 2005,
the Seller, shall, notwithstanding the Seller's lack of knowledge with respect to the
substance of such representation and warranty, within 90 days after the earlier of its
discovery or receipt of notice thereof, either (i) cure such breach in all material respects
or (ii)(A) repurchase such Mortgage Loan from the Trust Fund at the Purchase Price, or (B)
substitute one or more Qualified Substitute Loans for such Mortgage Loan, in each case in
the manner and subject to the conditions set forth below. If the Seller elects to
substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan
pursuant to this Section 7.03, the Seller shall deliver to the Custodian with respect to
such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note endorsed as
required by Section 6, and the Seller shall deliver to the Servicer with respect to such
Qualified Substitute Mortgage Loan, the Mortgage, an Assignment of the Mortgage in
recordable form if required pursuant to Section 6, and such other documents and agreements
as are required to be held by the Servicer pursuant to Section 6. No substitution will be
made in any calendar month after the Determination Date for such month. Monthly Payments
due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall
not be part of the Trust Fund and will be retained by the Servicer and remitted by the
Servicer to the Seller on the next succeeding Distribution Date. For the month of
substitution, distributions to the Certificateholders will include the Monthly Payment due
on a Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to
retain all amounts received in respect of such Deleted Mortgage Loan. Upon such
substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms
of this Agreement in all respects, and the Seller shall be deemed to have made the
representations and warranties contained in this Agreement with respect to the Qualified
Substitute Mortgage Loan or Loans and that such Mortgage Loans so substituted are Qualified
Substitute Mortgage Loans as of the date of substitution. In furtherance of the foregoing,
if the Seller repurchases or substitutes a Mortgage Loan and is no longer a member of MERS
and the Mortgage is registered on the MERS(R)System, the Purchaser, at the expense of the
Seller and without any right of reimbursement, shall cause MERS to execute and deliver an
assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the
Seller and shall cause such Mortgage to be removed from registration on the MERS(R)System in
accordance with MERS' rules and regulations.
In the event of a repurchase by the Seller pursuant to this Section 7.03, the
Purchaser shall (i) forward or cause to be forwarded the Mortgage File for the related
Mortgage Loan to the Seller, which shall include the Mortgage Note endorsed without recourse
to the Seller or its designee, (ii) cause the Servicer to release to the Seller any
remaining documents in the related Mortgage File which are held by the Servicer, and (iii)
an assignment in favor of the Seller or its designee of the Mortgage in recordable form and
acceptable to the Seller in form and substance and such other documents or instruments of
transfer or assignment as may be necessary to vest in the Seller or its respective designee
title to any such Mortgage Loan (or with respect to any Mortgage registered on the MERS(R)
System, if the Seller is still a member of MERS, the Purchaser shall cause MERS to show the
Seller as the owner of record). The Purchaser shall cause the related Mortgage File to be
forwarded to Seller immediately after receipt of the related Purchase Price by wire transfer
of immediately available funds to an account specified by the Purchaser.
It is understood and agreed that the obligation of the Seller to cure such breach or
purchase (or to substitute for) such Mortgage Loan as to which such a breach has occurred
and is continuing shall constitute the sole remedy respecting such breach available to the
Purchaser or the Trustee on behalf of the Certificateholders.
SECTION 8. Notices. All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given when deposited, postage prepaid, in the
United States mail, if mailed by registered or certified mail, return receipt requested, or
when received, if delivered by private courier to another party, at the related address
shown on the first page hereof, or such other address as may hereafter be furnished to the
parties by like notice.
SECTION 9. Severability of Provisions. Any provision of this Agreement which is
prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall not
invalidate or render unenforceable such provision in any other jurisdiction. To the extent
permitted by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
SECTION 10. Counterparts; Entire Agreement. This Agreement may be executed simultaneously
in any number of counterparts. Each counterpart shall be deemed to be an original, and all
such counterparts shall constitute one and the same instrument. This Agreement is the
entire agreement between the parties relating to the subject matter hereof and supersedes
any prior agreement or communications between the parties.
SECTION 11. Place of Delivery and Governing Law. This Agreement shall be deemed in effect
when counterparts hereof have been executed by each of the parties hereto. This Agreement
shall be deemed to have been made in the State of New York. This Agreement shall be
construed in accordance with the laws of the State of New York State of New York, without
regard to the conflict of law principles thereof, other than Sections 5-1401 and 5-1402 of
the New York General Obligations Law, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
SECTION 12. Successors and Assigns; Assignment of Agreement. This Agreement shall bind
and inure to the benefit of and be enforceable by the parties hereto and their respective
successors and assigns; provided that this Agreement may not be assigned, pledged or
hypothecated by the Seller to a third party without the prior written consent of the
Purchaser.
SECTION 13. Waivers; Other Agreements. No term or provision of this Agreement may be
waived or modified unless such waiver or modification is in writing and signed by the party
against whom such waiver or modification is sought to be enforced.
SECTION 14. Survival. The provisions of this Agreement shall survive the Closing Date and
the delivery of the Mortgage Loans, and for so long thereafter as is necessary (including,
subsequent to the assignment of the Mortgage Loans) to permit the parties to exercise their
respective rights or perform their respective obligations hereunder.
[Signature Page Follows]
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to be signed
hereto by their respective officers thereunto duly authorized as of the date first above
written.
GMAC MORTGAGE CORPORATION
By:_____________________________________
Name:
Title:
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
By:_____________________________________
Name:
Title:
SCHEDULE I
MORTGAGE LOAN SCHEDULE
(a copy can be obtained from the Trustee)
