Exhibit 10.1
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
as Purchaser,
GMAC MORTGAGE, LLC,
as Servicer,
WALNUT GROVE MORTGAGE LOAN TRUST 2003-A,
as Seller,
GMACM HOME EQUITY LOAN TRUST 2007-HE3,
as Issuer,
and
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Indenture Trustee
____________________________________________
MORTGAGE LOAN PURCHASE AGREEMENT
____________________________________________
Dated as of October 26, 2007
ARTICLE I DEFINITIONS................................................................................2
Section 1.1 Definitions.......................................................................2
Section 1.2 Other Definitional Provisions.....................................................2
ARTICLE II SALE OF MORTGAGE LOANS AND RELATED PROVISIONS..............................................3
Section 2.1 Sale of Mortgage Loans............................................................3
Section 2.2 [Reserved]........................................................................5
Section 2.3 Payment of Purchase Price.........................................................5
ARTICLE III REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH........................................5
Section 3.1 Representations and Warranties....................................................5
ARTICLE IV SELLERS' COVENANTS........................................................................14
Section 4.1 Covenants of the Seller..........................................................14
ARTICLE V SERVICING.................................................................................15
Section 5.1 Servicing........................................................................15
ARTICLE VI LIMITATION ON LIABILITY OF THE SELLERS....................................................15
Section 6.1 Limitation on Liability of the Seller............................................15
ARTICLE VII TERMINATION...............................................................................15
Section 7.1 Termination......................................................................15
ARTICLE VIII MISCELLANEOUS PROVISIONS..................................................................15
Section 8.1 Amendment........................................................................15
Section 8.2 Governing Law....................................................................15
Section 8.3 Notices..........................................................................16
Section 8.4 Severability of Provisions.......................................................17
Section 8.5 Relationship of Parties..........................................................17
Section 8.6 Counterparts.....................................................................18
Section 8.7 Further Agreements...............................................................18
Section 8.8 Intention of the Parties.........................................................18
Section 8.9 Successors and Assigns; Assignment of this Agreement.............................18
Section 8.10 Survival.........................................................................18
EXHIBIT 1 MORTGAGE LOAN SCHEDULE Exhibit 1
This Mortgage Loan Purchase Agreement (the "Agreement"), dated as of October 26, 2007, is made among
GMAC Mortgage, LLC ("GMACM" or the "Servicer"), Walnut Grove Mortgage Loan Trust 2003-A, as seller ("WG Trust
2003" or the "Seller"), Residential Asset Mortgage Products, Inc., as purchaser (the "Purchaser"), GMACM Home
Equity Loan Trust 2007-HE3, as issuer (the "Issuer"), and The Bank of New York Trust Company, N.A., as indenture
trustee (the "Indenture Trustee").
WITNESSETH:
WHEREAS, GMACM, in the ordinary course of its business acquires and originates home equity loans and
acquired or originated all of the home equity loans listed on the Mortgage Loan Schedule attached as Exhibit 1
hereto (the "Mortgage Loans");
WHEREAS, GMACM sold the Mortgage Loans to Walnut Grove Funding, LLC ("Walnut Grove") pursuant to a
Mortgage Loan Purchase Agreement (the "Walnut Grove Purchase Agreement"), dated as of January 31, 2003 (each date
of sale, a "Prior Transfer Date") among Walnut Grove, as purchaser, GMACM, as seller, WG Trust 2003, as Issuer
and Bank One, National Association, as trustee;
WHEREAS, Walnut Grove sold the Mortgage Loans to WG Trust 2003 pursuant to a Trust Agreement, dated as
of January 31, 2003, between Walnut Grove, as depositor and Wilmington Trust Company, as owner trustee;
WHEREAS, WG Trust 2003 owns the Cut-Off Date Principal Balances and the Related Documents for the
Mortgage Loans identified on the Mortgage Loan Schedule attached as Exhibit 1 hereto, including rights to (a) any
property acquired by foreclosure or deed in lieu of foreclosure or otherwise, and (b) the proceeds of any
insurance policies covering the Mortgage Loans;
WHEREAS, the parties hereto desire that: (i) WG Trust 2003 sell the Cut-Off Date Principal Balances of
the Mortgage Loans to the Purchaser on the Closing Date pursuant to the terms of this Agreement and (iii) the
Seller and GMACM make certain representations and warranties on the Closing Date;
WHEREAS, pursuant to the Trust Agreement, the Purchaser will sell the Mortgage Loans and transfer all of
its rights under this Agreement to the Issuer on the Closing Date;
WHEREAS, pursuant to the terms of the Servicing Agreement, the Servicer will service the Mortgage Loans;
WHEREAS, pursuant to the terms of the Trust Agreement, the Issuer will issue the Certificates;
WHEREAS, pursuant to the terms of the Indenture, the Issuer will issue the Notes, secured by the Trust
Estate;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. For all purposes of this Agreement, except as otherwise expressly
provided herein or unless the context otherwise requires, capitalized terms not otherwise defined herein shall
have the meanings assigned to such terms in the Definitions contained in Appendix A to the Indenture dated as of
October 26, 2007 (the "Indenture"), between the Issuer and the Indenture Trustee, which is incorporated by
reference herein. All other capitalized terms used herein shall have the meanings specified herein.
Section 1.2 Other Definitional Provisions. All terms defined in this Agreement shall have the
defined meanings when used in any certificate or other document made or delivered pursuant hereto unless
otherwise defined therein.
As used in this Agreement and in any certificate or other document made or delivered pursuant hereto or
thereto, accounting terms not defined in this Agreement or in any such certificate or other document, and
accounting terms partly defined in this Agreement or in any such certificate or other document, to the extent not
defined, shall have the respective meanings given to them under generally accepted accounting principles. To the
extent that the definitions of accounting terms in this Agreement or in any such certificate or other document
are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions
contained in this Agreement or in any such certificate or other document shall control.
The words "hereof," "herein," "hereunder" and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this Agreement; Section and Exhibit
references contained in this Agreement are references to Sections and Exhibits in or to this Agreement unless
otherwise specified; the term "including" shall mean "including without limitation"; "or" shall include "and/or";
and the term "proceeds" shall have the meaning ascribed thereto in the UCC.
The definitions contained in this Agreement are applicable to the singular as well as the plural forms
of such terms and to the masculine as well as the feminine and neuter genders of such terms.
Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate
delivered in connection herewith means such agreement, instrument or statute as from time to time amended,
modified or supplemented and includes (in the case of agreements or instruments) references to all attachments
thereto and instruments incorporated therein; references to a Person are also to its permitted successors and
assigns.
ARTICLE II
SALE OF MORTGAGE LOANS AND RELATED PROVISIONS
Section 2.1 Sale of Mortgage Loans.
(a) WG Trust 2003, by the execution and delivery of this Agreement, does hereby sell, assign,
set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to
and under the following, and wherever located: (i) the Mortgage Loans (including the Cut-Off Date Principal
Balances of the Mortgage Loans), all interest accruing thereon, all monies due or to become due thereon, and all
collections in respect thereof received on or after the Cut-Off Date (other than interest thereon in respect of
any period prior to the Cut-Off Date); (ii) the WG Trust 2003's interest in any insurance policies in respect of
the Mortgage Loans; and (iii) all proceeds of the foregoing.
(b) In connection with the conveyance by WG Trust 2003 of the Mortgage Loans, the Seller
further agrees, at its own expense, on or prior to the Closing Date with respect to the Principal Balances of the
Mortgage Loans, to indicate in its books and records that the respective Mortgage Loans have been sold to the
Purchaser pursuant to this Agreement. The Servicer agrees to deliver to the Purchaser true and complete lists of
all of the Mortgage Loans sold by the Seller specifying for each Mortgage Loan (i) its account number and (ii)
its Cut-Off Date Principal Balance. The Mortgage Loan Schedule indicating such information with respect to the
Mortgage Loans shall be marked as Exhibit 1 to this Agreement and is hereby incorporated into and made a part of
this Agreement.
(c) In connection with the conveyance by WG Trust 2003 of the Mortgage Loans, GMACM shall, (A)
with respect to each Mortgage Loan, on behalf of the Purchaser deliver to, and deposit with the Custodian, at
least five (5) Business Days before the Closing Date, the original Mortgage Note endorsed or assigned without
recourse in blank (which endorsement shall contain either an original signature or a facsimile signature of an
authorized officer of GMACM), or, with respect to any Mortgage Loan as to which the original Mortgage Note has
been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit, and any modification
agreement or amendment to such Mortgage Note and (B) except as provided in clause (A) with respect to the
Mortgage Notes, deliver the Mortgage Files to the Servicer.
Within the time period for the review of each Mortgage Note set forth in Section 2.2 of the Custodial
Agreement, if a material defect in any Mortgage Note is discovered which may materially and adversely affect the
value of the related Mortgage Loan, or the interests of the Indenture Trustee (as pledgee of the Mortgage Loans),
the Noteholders, the Certificateholders in such Mortgage Loan, including GMACM's failure to deliver the Mortgage
Note to the Custodian on behalf of the Indenture Trustee, GMACM shall cure such defect, repurchase the related
Mortgage Loan at the Repurchase Price or substitute an Eligible Substitute Loan therefor upon the same terms and
conditions set forth in Section 3.1 hereof for breaches of representations and warranties as to the Mortgage
Loans, provided that the Seller shall have the option to substitute an Eligible Substitute Loan or Loans for such
Mortgage Loan only if such substitution occurs within two years following the Closing Date. If a material defect
in any of the documents in the Mortgage File held by the Servicer is discovered which may materially and
adversely affect the value of the related Mortgage Loan, or the interests of the Indenture Trustee (as pledgee of
the Mortgage Loans), the Noteholders, the Certificateholders in such Mortgage Loan, including GMACM's failure to
deliver such documents to the Servicer on behalf of the Indenture Trustee, GMACM shall cure such defect,
repurchase the related Mortgage Loan at the Repurchase Price or substitute an Eligible Substitute Loan therefor
upon the same terms and conditions set forth in Section 3.1 hereof for breaches of representations and warranties
as to the Mortgage Loans, provided that the Seller shall have the option to substitute an Eligible Substitute
Loan or Loans for such Mortgage Loan only if such substitution occurs within two years following the Closing Date.
Upon sale of the Mortgage Loans, the ownership of each Mortgage Note, each related Mortgage and the
contents of the related Mortgage File shall be vested in the Purchaser and the ownership of all records and
documents with respect to the Mortgage Loans that are prepared by or that come into the possession of the Seller
or by the Servicer under the Servicing Agreement shall immediately vest in the Purchaser, and shall be promptly
delivered to the Servicer and retained and maintained in trust by the Servicer (except for the Mortgage Notes,
which shall be retained by the Custodian) at the will of the Purchaser, in such custodial capacity only. The
Seller's records will accurately reflect the sale of each Mortgage Loan sold by it to the Purchaser.
The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property
conveyed to it pursuant to this Section 2.1.
(d) The parties hereto intend that the transactions set forth herein constitute a sale by the
Seller to the Purchaser of each of the Seller' right, title and interest in and to their respective Mortgage
Loans and other property as and to the extent described above. In the event the transactions set forth herein
are deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller's
right, title and interest in, to and under all accounts, chattel papers, general intangibles, contract rights,
payment intangibles, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money,
advices of credit, investment property, goods and other property consisting of, arising under or related to the
Mortgage Loans and such other property, to secure all of the Seller's obligations hereunder, and this Agreement
shall and hereby does constitute a security agreement under applicable law. The Seller agrees to take or cause
to be taken such actions and to execute such documents, including the filing of any continuation statements with
respect to the UCC-1 financing statements filed with respect to the Mortgage Loans by the Purchaser on the
Closing Date, and any amendments thereto required to reflect a change in the name or corporate structure of the
Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or
jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Purchaser's and its
assignees' interests in each Mortgage Loan and the proceeds thereof. The Servicer shall file any such
continuation statements on a timely basis.
(e) In connection with the assignment of any Mortgage Loan registered on the MERS® System,
GMACM further agrees that it will cause, at GMACM's own expense, as soon as practicable after the Closing Date,
the MERS® System to indicate that such Mortgage Loan has been assigned by GMACM to the Indenture Trustee in
accordance with this Agreement or the Trust Agreement for the benefit of the Noteholders by including (or
deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer
files (a) the specific code which identifies the Indenture Trustee as the assignee of such Mortgage Loan and (b)
the series specific code in the field "Pool Field" which identifies the series of the Notes issued in connection
with the Mortgage Loans. GMACM agrees that it will not alter the codes referenced in this paragraph with respect
to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in
accordance with the terms of this Agreement.
Section 2.2 [Reserved]..
Section 2.3 Payment of Purchase Price.
(a) The sale of the Mortgage Loans shall take place on the Closing Date, subject to and
simultaneously with the deposit of the Mortgage Loans into the Trust Estate, and the issuance of the Securities.
The purchase price for the Mortgage Loans to be paid by the Purchaser to the Seller on the Closing Date shall be
an amount equal to $257,952,104.44 in immediately available funds, in respect of the Cut-Off Date Principal
Balances thereof.
(b) In consideration of the sale of the Mortgage Loans by the Seller to the Purchaser on the
Closing Date, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available
funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the Mortgage
Loans; provided, that such payment may be on a net funding basis if agreed by the Seller and the Purchaser.
ARTICLE III
REPRESENTATIONS AND WARRANTIES;
REMEDIES FOR BREACH
Section 3.1 Representations and Warranties.The Servicer represents and warrants to the Purchaser,
as of the Closing Date (or if otherwise specified below, as of the date so specified):
(a) As to the Servicer:
(i) GMACM is a limited liability company duly organized, validly existing and in
good standing under the laws of the jurisdiction governing its creation and existence and is or will be in
compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to
ensure the enforceability of each Mortgage Loan;
(ii) GMACM has the power and authority to make, execute, deliver and perform its
obligations under this Agreement and 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;
(iii) GMACM is not required to obtain the consent of any other Person or any
consents, licenses, approvals or authorizations from, or registrations or declarations with, any governmental
authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability
of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or
declarations, as shall have been obtained or filed, as the case may be;
(iv) The execution and delivery of this Agreement by GMACM and its performance and
compliance with the terms of this Agreement will not violate GMACM's Certificate of Formation or Operating
Agreement 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 GMACM is a party or which may be applicable to GMACM or any of its assets;
(v) No litigation before any court, tribunal or governmental body is currently
pending, or to the knowledge of GMACM threatened, against GMACM or with respect to this Agreement that in the
opinion of GMACM has a reasonable likelihood of resulting in a material adverse effect on the transactions
contemplated by this Agreement;
(vi) [Reserved];
(vii) This Agreement to which it is a party, constitutes a legal, valid and binding
obligation of GMACM, enforceable against GMACM 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;
(viii) [Reserved]; and
(ix) GMACM is not in default with respect to any order or decree of any court or
any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition (financial or otherwise) or operations of
GMACM or its properties or might have consequences that would materially adversely affect its performance
hereunder;
(b) As to each Mortgage Loan (except as otherwise specified below) as of the Closing Date (except
as otherwise specified below):
(i) The information set forth in the Mortgage Loan Schedule with respect to each
Mortgage Loan or the Mortgage Loans is true and correct in all material respects as of the date or dates
respecting which such information is initially furnished;
(ii) With respect to each of the Mortgage Loans: (A) the related Mortgage Note and
the Mortgage had not been assigned or pledged, except for any assignment or pledge that has been satisfied and
released, (B) immediately prior to the assignment of the Mortgage Loans to Walnut Grove, GMACM had good title
thereto and (C) immediately prior to such assignment, GMACM was the sole owner and holder of the Mortgage Loan
free and clear of any and all liens, encumbrances, pledges, or security interests (other than, with respect to
any Mortgage Loan in a second lien position, the lien of the related first mortgage) of any nature and had full
right and authority, under all governmental and regulatory bodies having jurisdiction over the ownership of the
applicable Mortgage Loan, to sell and assign the same pursuant to the related Walnut Grove Purchase Agreement;
(iii) [Reserved];
(iv) To the best of GMACM's knowledge, there is no valid offset, defense or
counterclaim of any obligor under any Mortgage Note or Mortgage;
(v) To the best of GMACM's knowledge, there is no delinquent recording or other
tax or fee or assessment lien against any related Mortgaged Property;
(vi) To the best of GMACM's knowledge, there is no proceeding pending or threatened
for the total or partial condemnation of the related Mortgaged Property;
(vii) To the best of GMACM'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 or equal to, or subordinate with, the lien of the related Mortgage, except liens which are
fully insured against by the title insurance policy referred to in clause (xi);
(viii) As of the Cut-Off Date no Mortgage Loan was 30 days or more delinquent in
payment of principal or interest;
(ix) [Reserved];
(x) The related Mortgage Note and the related Mortgage at the time it was made
complied in all material respects with applicable local, state and federal laws, including, but not limited to,
applicable predatory lending laws;
(xi) A title search or other assurance of title customary in the relevant
jurisdiction was obtained with respect to each Mortgage Loan;
(xii) None of the Mortgaged Properties is a mobile home or a manufactured housing
unit that is not permanently attached to its foundation;
(xiii) As of the Cut-Off Date, (a) no more than approximately 19.67%, 6.06% and 5.23%
of the Mortgage Loans, by Cut-Off Date Principal, are secured by Mortgaged Properties located in California,
Florida and Texas, respectively;
(xiv) As of the Cut-Off Date, the Combined Loan-to-Value Ratio for each Mortgage
Loan was not in excess of 100.00%;
(xv) [Reserved];
(xvi) As of the Cut-Off Date, no more than approximately 27.13% of the Mortgage
Loans, by Cut-Off Date Principal Balance, are secured by Mortgaged Properties which may have been appraised using
a statistical property evaluation method and most of the appraisals on such Mortgaged Properties have been
delivered by Basis100 Inc. (also known as Solimar); no more than approximately 1.83% of the Mortgage Loans, by
Cut-Off Date Principal Balance, are secured by Mortgaged Properties which may have been appraised using the GMACM
Stated Value method; no more than approximately 0.17% of the Mortgage Loans, by Cut-Off Date Principal Balance,
are secured by Mortgaged Properties which may have been appraised using a tax assessment; no more than
approximately 9.75% of the Mortgage Loans, by Cut-Off Date Principal Balance, are secured by Mortgaged Properties
which may have been appraised using a broker price opinion; no more than approximately 51.01% of the Mortgage
Loans, by Cut-Off Date Principal Balance, are secured by Mortgaged Properties which may have been appraised using
a URAR Form 1004; no more than approximately 0.68% of the Mortgage Loans, by Cut-Off Date Principal Balance, are
secured by Mortgaged Properties which may have been appraised using a Drive-By Form 704; no more than
approximately 1.53% of the Mortgage Loans, by Cut-Off Date Principal Balance, are secured by Mortgaged Properties
which may have been appraised using Form 1025; no more than approximately 1.79% of the Mortgage Loans, by Cut-Off
Date Principal Balance, are secured by Mortgaged Properties which may have been appraised using Form 1073; no
more than approximately 0.15% of the Mortgage Loans, by Cut-Off Date Principal Balance, are secured by Mortgaged
Properties which may have been appraised using Form 1075 (With Exterior); no more than approximately 5.77% of the
Mortgage Loans, by Cut-Off Date Principal Balance, are secured by Mortgaged Properties which may have been
appraised using Form 2055 (Exterior Only); no more than approximately 0.02% of the Mortgage Loans, by Cut-Off
Date Principal Balance, are secured by Mortgaged Properties which may have been appraised using a Form 2055 (with
Interior Inspection); and none of the Mortgage Loans, by Cut-Off Date Principal Balance, are secured by Mortgaged
Properties which may have been appraised using a Form 2065; no more than approximately 0.17% of the Mortgage
Loans, by Cut-Off Date Principal Balance, are secured by Mortgaged Properties which may have been appraised using
Form 2075;
(xvii) Within a loan type, and except as required by applicable law, each Mortgage
Note and each Mortgage is an enforceable obligation of the related Mortgagor;
(xviii) To the best knowledge of GMACM, the physical property subject to each Mortgage
is free of material damage and is in acceptable repair;
(xix) GMACM has not received a notice of default of any senior mortgage loan related
to a Mortgaged Property which has not been cured by a party other than the Servicer;
(xx) None of the Mortgage Loans is a reverse mortgage loan;
(xxi) No Mortgage Loan has an original term to maturity in excess of 360 months;
(xxii) As of the Cut-Off Date, all of the Mortgage Loans are fixed rate. As of the
Cut-Of Date, 43.90% of the Mortgage Loans, by Cut-Off Date Principal, are Balloon Mortgage Loans. As of the
Cut-Off Date, the Loan Rates on the Mortgage Loans range between 4.25% and 18.475%. As of the Cut-Off Date, the
weighted average Loan Rate for the Mortgage Loans is approximately 9.047%. The weighted average remaining term
to scheduled maturity of the Mortgage Loans on a contractual basis as of the Cut-Off Date is approximately 221
months;
(xxiii) (A) Each Mortgaged Property consists of a single parcel of real property with
a single family or two- to four-family residence erected thereon, or an individual condominium unit, planned unit
development unit, manufactured housing unit or a townhouse. (B) With respect to the Mortgage Loans, (a)
approximately 78.21% (by Cut-Off Date Principal Balance) are secured by real property with a single family
residence erected thereon, (b) approximately 13.27% (by Cut-Off Date Principal Balance) are secured by real
property improved by planned development units, (c) approximately 5.76% (by Cut-Off Date Principal Balance) are
secured by real property improved by individual condominium units, (d) approximately 2.75% (by Cut-Off Date
Principal Balance) are secured by real property with a two- to four-family residence erected thereon, and
(e) approximately 0.01% (by Cut-Off Date Principal Balance) are secured by real property improved by townhouses;
(xxiv) As of the Cut-Off Date, no Mortgage Loan had a principal balance in excess of
$79,521.37.
(xxv) No more than approximately 95.30% of the Mortgage Loans, by aggregate
Principal Balance as of the Cut-Off Date, are secured by second liens;
(xxvi) A policy of hazard insurance and flood insurance, if applicable, was required
from the Mortgagor for the Mortgage Loan when the Mortgage Loan was originated;
(xxvii) Other than with respect to a payment default, there is no material default,
breach, violation or event of acceleration existing under the terms of any Mortgage Note or Mortgage and, to the
best of GMACM's knowledge, no event which, with notice and expiration of any grace or cure period, would
constitute a material default, breach, violation or event of acceleration under the terms of any Mortgage Note or
Mortgage, and no such material default, breach, violation or event of acceleration has been waived by GMACM
involved in originating or servicing the related Mortgage Loan;
(xxviii) [Reserved];
(xxix) With respect to each Mortgage Loan secured by a second lien, either (a) no
consent for such Mortgage Loan was required by the holder or holders of the related prior lien, (b) such consent
has been obtained and is contained in the related Mortgage File or (c) no consent for such Mortgage Loan was
required by relevant law;
(xxx) With respect to each Mortgage Loan, to the extent permitted by applicable law,
the related Mortgage contains a customary provision for the acceleration of the payment of the unpaid Principal
Balance of the Mortgage Loan in the event the related Mortgaged Property is sold without the prior consent of the
mortgagee thereunder;
(xxxi) No Mortgage Loan provides for payments that are subject to reduction by
withholding taxes levied by foreign (non-United States) sovereign government;
(xxxii) None of the Mortgage Loans are "high cost loans" subject to the Home Ownership
and Equity Protection Act of 1994;
(xxxiii) As of the Cut-Off Date, none of the Mortgage Loans are "High Cost Loans" or
"Covered Loans" (as such terms are defined in the version of Appendix E to the Standard & Poor's LEVELS Glossary
in effect as of the Closing Date);
(xxxiv) None of the Mortgage Loans are secured by Mortgaged Properties located in the
State of Georgia;
(xxxv) Each 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 Regulations Section 1.860G-2(a)(3) or Treasury Regulations 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);
(xxxvi) GMACM used no selection procedures that identified the Mortgage Loans as being
less desirable or valuable than other comparable mortgage loans originated or acquired by GMACM under the GMACM
Home Equity Program. The Mortgage Loans are representative of GMACM's portfolio of home equity lines of credit
that were originated under the GMACM Home Equity Program;
(xxxvii) No fraud or misrepresentation of a material fact with respect to the
origination of a Mortgage Loan has taken place on the part of GMACM and to the best of GMACM's knowledge, no
fraud or misrepresentation of a material fact with respect to the origination of a Mortgage Loan has taken place
on the part of any third party, including without limitation the related mortgagor, connected with the
origination of a Mortgage Loan; and
(xxxviii) No borrower obtained a prepaid single premium credit life, credit
disability, credit unemployment or credit property insurance policy in connection with the origination of the
Mortgage Loans.
With respect to this Section 3.1(b), representations made by GMACM with respect to the Mortgage
Loans are made by GMACM in its capacity as Servicer.
(c) [Reserved].
(d) WG Trust 2003 Representations and Warranties. The Seller represents and warrants to the
Purchaser:
(I) As to the Seller:
(i) WG Trust 2003 is a Delaware statutory trust duly organized, validly existing
and in good standing under the laws of the State of Delaware;
(ii) WG Trust 2003 has the power and authority to make, execute, deliver and
perform its obligations under this Agreement to which it is a party and all of the transactions contemplated
under this Agreement, and has taken all necessary action to authorize the execution, delivery and performance of
this Agreement;
(iii) WG Trust 2003 is not required to obtain the consent of any other Person or any
consents, licenses, approvals or authorizations from, or registrations or declarations with, any governmental
authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability
of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or
declarations, as shall have been obtained or filed, as the case may be;
(iv) The execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not violate WG Trust 2003's organizational documents 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 WG Trust 2003 is a party or which may be applicable to WG Trust 2003 or any of its assets;
(v) No litigation before any court, tribunal or governmental body is currently
pending, or to the knowledge of WG Trust 2003 threatened, against WG Trust 2003 or with respect to this Agreement
that in the opinion of WG Trust 2003 has a reasonable likelihood of resulting in a material adverse effect on the
transactions contemplated by this Agreement;
(vi) This Agreement constitutes a legal, valid and binding obligation of WG Trust
2003, enforceable against WG Trust 2003 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;
(vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of
all right, title and interest of WG Trust 2003 in and to the Mortgage Loans, including the Cut-Off Date Principal
Balances with respect to the Mortgage Loans, all monies due or to become due with respect thereto, and all
proceeds of such Cut-Off Date Principal Balances with respect to the Mortgage Loans; and
(viii) WG Trust 2003 is not in default with respect to any order or decree of any
court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default
might have consequences that would materially and adversely affect the condition (financial or otherwise) or
operations of WG Trust 2003 or its properties or might have consequences that would materially adversely affect
its performance hereunder.
(II).....As to the Mortgage Loans as of the Closing Date:
(i) With respect to the Mortgage Loans: (A) the related Mortgage Note and the
Mortgage have not been assigned or pledged, except for any assignment or pledge that has been satisfied and
released, (B) immediately prior to the assignment of the Mortgage Loans to the Purchaser, WG Trust 2003 had good
title thereto and (C) WG Trust 2003 is the sole owner and holder of the Mortgage Loan free and clear of any and
all liens, encumbrances, pledges, or security interests (other than, with respect to any Mortgage Loan in a
second lien position, the lien of the related first mortgage) of any nature and has full right and authority,
under all governmental and regulatory bodies having jurisdiction over the ownership of the applicable Mortgage
Loans to sell and assign the same pursuant to this Agreement;
(ii) For each Mortgage Loan, the related Mortgage File contains or will contain
each of the documents and instruments specified to be included therein in the definition of "Mortgage File" in
Appendix A to the Indenture (it being understood that the Custodian maintains the Mortgage Note related to each
Mortgage File and the Servicer maintains the remainder of the items to be included in the Mortgage File pursuant
to the terms of this Agreement);
(iii) WG Trust 2003 has not transferred the Mortgage Loans to the Purchaser with any
intent to hinder, delay or defraud any of its creditors; and
(iv) No instrument of release or waiver has been executed by WG Trust 2003 in
connection with the Mortgage Loans, and no Mortgagor has been released by WG Trust 2003, in whole or in part,
from its obligations in connection therewith.
(e)......Remedies. Upon discovery by the Seller or the Servicer or upon notice from the Purchaser, the
Issuer, the Owner Trustee, the Indenture Trustee or the Custodian, as applicable, of a breach of the Seller's or
GMACM's respective representations or warranties in paragraphs (a) or (d)(I) above that materially and adversely
affects the interests of the Securityholders, in any Mortgage Loan, the Seller shall, within 90 days of its
discovery or its receipt of notice of such breach, either (i) cure such breach in all material respects or (ii)
to the extent that such breach is with respect to a Mortgage Loan or a Related Document, either (A) repurchase
such Mortgage Loan from the Issuer at the Repurchase Price, or (B) substitute one or more Eligible Substitute
Loans for such Mortgage Loan, in each case in the manner and subject to the conditions and limitations set forth
below.
Upon discovery by the Seller or the Servicer or upon notice from the Purchaser, the Issuer, the
Servicer, the Owner Trustee, the Indenture Trustee or the Custodian, as applicable, of a breach of the Seller's
or GMACM's representations or warranties in paragraphs (b) or (d)(II) above (including, for the avoidance of
doubt, material damage to the physical property caused by the wildfires in Southern California in connection with
paragraph (b)(xviii) above), with respect to any Mortgage Loan, or upon the occurrence of a Repurchase Event,
that materially and adversely affects the interests of the Securityholders or the Purchaser in such Mortgage Loan
(notice of which shall be given to the Purchaser by the Seller or the Servicer, if it discovers the same),
notwithstanding the Seller's or GMACM's lack of knowledge with respect to the substance of such representation
and warranty, GMACM or the Seller shall, as applicable, within 90 days after the earlier of its discovery or
receipt of notice thereof, or, if such breach has the effect of making the Mortgage Loan fail to be a "qualified
mortgage" within the meaning of Section 860G of the Internal Revenue Code, within 90 days after the discovery
thereof by either the Seller, the Servicer, the Issuer, the Owner Trustee, the Indenture Trustee or the Purchaser
either cure such breach or Repurchase Event in all material respects or either (i) repurchase such Mortgage Loan
from the Issuer at the Repurchase Price, or (ii) substitute one or more Eligible Substitute Loans for such
Mortgage Loan, in each case in the manner and subject to the conditions set forth below, provided that the Seller
shall have the option to substitute an Eligible Substitute Loan or Loans for such Mortgage Loan only if such
substitution occurs within two years following the Closing Date. The Repurchase Price for any such Mortgage Loan
repurchased by the Seller shall be deposited or caused to be deposited by the Servicer into the Custodial
Account. Any purchase of a Mortgage Loan due to a Repurchase Event shall be the obligation of the Seller.
In furtherance of the foregoing, if the Seller is not a member of MERS and the Mortgage is registered on
the MERS® System, the Seller, at its own expense 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® System in accordance with MERS'
rules and regulations.
In the event that the Seller elects to substitute an Eligible Substitute Loan or Loans for a Deleted
Loan pursuant to this Section 3.1, the Seller shall deliver to the Custodian on behalf of the Issuer, with
respect to such Eligible Substitute Loan or Loans, the original Mortgage Note, with the Mortgage Note endorsed as
required under the definition of "Mortgage File" and shall deliver the other documents required to be part of the
Mortgage File to the Servicer. No substitution will be made in any calendar month after the Determination Date
for such month. Monthly Payments due with respect to Eligible Substitute Loans in the month of substitution
shall not be part of the Trust Estate and will be retained by the Servicer and remitted by the Servicer to the
Seller on the next succeeding Payment Date, provided that a payment at least equal to the applicable Monthly
Payment for such month in respect of the Deleted Loan has been received by the Issuer. For the month of
substitution, distributions to the Note Payment Account pursuant to the Servicing Agreement will include the
Monthly Payment due on a Deleted Loan for such month and thereafter the Seller shall be entitled to retain all
amounts received in respect of such Deleted Loan. The Servicer shall amend or cause to be amended the Mortgage
Loan Schedule to reflect the removal of such Deleted Loan and the substitution of the Eligible Substitute Loan or
Loans and the Servicer shall deliver the amended Mortgage Loan Schedule to the Owner Trustee, the Indenture
Trustee. Upon such substitution, the Eligible Substitute Loan or Loans shall be subject to the terms of this
Agreement and the Servicing Agreement in all respects, the Seller shall be deemed to have made the
representations and warranties with respect to the Eligible Substitute Loan contained herein set forth in Section
3.1(b) (other than clauses (viii) (xiii), (xxiv), (xxv)(B), (xxvi) and (xxvii) thereof and other than clauses
(iii) and (ix) thereof in the case of Eligible Substitute Loans substituted by WG Trust 2003); the Seller shall
be deemed to have made the representations and warranties set forth in Section 3.1(d)(II); as of the date of
substitution, and the Seller shall be deemed to have made a representation and warranty that each Mortgage Loan
so substituted is an Eligible Substitute Loan as of the date of substitution. In addition, the Seller shall be
obligated to repurchase or substitute for any Eligible Substitute Loan as to which a Repurchase Event has
occurred as provided herein. In connection with the substitution of one or more Eligible Substitute Loans for
one or more Deleted Loans, the Servicer shall determine the amount (such amount, a "Substitution Adjustment
Amount"), if any, by which the aggregate principal balance of all such Eligible Substitute Loans as of the date of
substitution is less than the aggregate principal balance of all such Deleted Loans (after application of the
principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Note
Payment Account in the month of substitution). The Seller shall deposit the amount of such shortfall into the
Custodial Account on the date of substitution, without any reimbursement therefor.
Notwithstanding the foregoing, with respect to any Mortgage Loan for which a breach of Section
3.1(b)(xv) has occurred, no substitutions will be allowed unless the Seller pays to the Servicer, an amount
sufficient to indemnify the Trust Fund, Purchaser, Issuer and Indenture Trustee against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs
and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from,
a breach of such representation.
Upon receipt by the Indenture Trustee on behalf of the Issuer and the Custodian of written notification,
signed by a Servicing Officer, of the deposit of such Repurchase Price or of such substitution of an Eligible
Substitute Loan (together with the complete related Mortgage File) and deposit of any applicable Substitution
Adjustment Amount as provided above, the Custodian, on behalf of the Indenture Trustee, shall (i) release to the
Seller the related Mortgage Note for the Mortgage Loan being repurchased or substituted for, (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) the Indenture Trustee on behalf of the Issuer shall execute and deliver such instruments of
transfer or assignment prepared by the Servicer, in each case without recourse, as shall be necessary to vest in
the Seller or its respective designee such Mortgage Loan released pursuant hereto and thereafter such Mortgage
Loan shall not be an asset of the Issuer.
It is understood and agreed that the obligation of the Seller to cure any breach, or to repurchase or
substitute for any 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, the Issuer, the Certificateholders (or the Owner
Trustee on behalf of the Certificateholders) and the Noteholders (or the Indenture Trustee on behalf of the
Noteholders) against the Seller.
It is understood and agreed that the representations and warranties set forth in this Section 3.1 shall
survive delivery of the respective Mortgage Notes to the Issuer or the Custodian.
In the event that WG Trust does not comply with its obligations to repurchase mortgage loans pursuant to
this Agreement, GMACM shall repurchase any such mortgage loans but only to the extent that WG Trust is obligated
to do so hereunder.
ARTICLE IV
SELLERS' COVENANTS
Section 4.1 Covenants of the Seller. The Seller hereby covenants that, except for the transfer
hereunder, it will not sell, pledge, assign or transfer to any other Person, or grant, create, incur or assume
any Lien on any Mortgage Loan, or any interest therein. The Seller shall notify the Issuer (in the case of the
Mortgage Loans, as assignee of the Purchaser), of the existence of any Lien (other than as provided above) on any
Mortgage Loan immediately upon discovery thereof; and the Seller shall defend the right, title and interest of
the Issuer (in the case of the Mortgage Loans, as assignee of the Purchaser) in, to and under the Mortgage Loans
against all claims of third parties claiming through or under the Seller; provided, however, that nothing in this
Section 4.1 shall be deemed to apply to any Liens for municipal or other local taxes and other governmental
charges if such taxes or governmental charges shall not at the time be due and payable or if the Seller shall
currently be contesting the validity thereof in good faith by appropriate Proceedings.
ARTICLE V
SERVICING
Section 5.1 Servicing. GMACM shall service the Mortgage Loans pursuant to the terms and
conditions of the Servicing Agreement and the Program Guide and shall service the Mortgage Loans directly or
through one or more sub-servicers in accordance therewith.
ARTICLE VI
LIMITATION ON LIABILITY OF THE SELLERS
Section 6.1 Limitation on Liability of the Seller. None of the directors, officers, employees or
agents of GMACM or WG Trust 2003 shall be under any liability to the Purchaser or the Issuer, it being expressly
understood that all such liability is expressly waived and released as a condition of, and as consideration for,
the execution of this Agreement. Except as and to the extent expressly provided in the Servicing Agreement,
GMACM and WG Trust 2003 shall not be under any liability to the Issuer, the Owner Trustee, the Indenture Trustee
or the Securityholders. GMACM or WG Trust 2003 and any director, officer, employee or agent of GMACM or WG Trust
2003 may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person
respecting any matters arising hereunder.
ARTICLE VII
TERMINATION
Section 7.1 Termination. The obligations and responsibilities of the parties hereto shall
terminate upon the termination of the Trust Agreement.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.1 Amendment. This Agreement may be amended from time to time by the parties hereto by
written agreement, provided that the Servicer and the Indenture Trustee shall have received an Opinion of Counsel
to the effect that such amendment will not result in an Adverse REMIC Event).
Section 8.2 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE 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 8.3 Notices. All demands, notices and communications hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid,
addressed as follows:
(a) if to the GMACM:
GMAC Mortgage, LLC
000 Xxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxx Xxxx, Executive Vice President
Re: GMACM Home Equity Loan Trust 2007-HE3;
(b) if to WG Trust 2003:
Walnut Grove Mortgage Loan Trust 2003-A
c/o Wilmington Trust Company
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Walnut Grove Mortgage Loan Trust 2003-A
Re: GMACM Home Equity Loan Trust 2007-HE3;
(c) if to the Purchaser:
Residential Asset Mortgage Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: President
Re: GMACM Home Equity Loan Trust 2007-HE3;
(d) if to the Indenture Trustee:
The Bank of New York Trust Company, N.A.
0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Structured Finance Services - GMACM Home Equity Loan Trust Series
2007-HE3;
(e) if to the Issuer:
c/o Wilmington Trust Company, as Owner Trustee
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Telecopier: 000-000-0000
Re: Corporate Trust Services - GMACM Home Equity Loan Trust 2007-HE3;
or, with respect to any of the foregoing Persons, at such other address as may hereafter be furnished to the
other foregoing Persons in writing.
Section 8.4 Severability of Provisions. If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall be held invalid for any reason whatsoever, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or
terms of this Agreement and shall in no way affect the validity of enforceability of the other provisions of this
Agreement.
Section 8.5 Relationship of Parties. Nothing herein contained shall be deemed or construed to
create a partnership or joint venture among the parties hereto, and the services of GMACM shall be rendered as an
independent contractor and not as agent for the Purchaser.
Section 8.6 Counterparts. This Agreement may be executed in any number of counterparts, each of
which, when so executed, shall be deemed to be an original and such counterparts, together, shall constitute one
and the same agreement.
Section 8.7 Further Agreements. The parties hereto each agree to execute and deliver to the other
such additional documents, instruments or agreements as may be necessary or appropriate to effectuate the
purposes of this Agreement.
Section 8.8 Intention of the Parties. It is the intention of the parties hereto that the
Purchaser will be purchasing on the Closing Date, and the Seller will be selling on the Closing Date, the
Mortgage Loans, rather than the Purchaser providing a loan to the Seller secured by the Mortgage Loans on the
Closing Date. Accordingly, the parties hereto each intend to treat this transaction for federal income tax
purposes as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans on the Closing Date.
The Purchaser and the Issuer shall each have the right to review the Mortgage Loans and the Related Documents to
determine the characteristics of the Mortgage Loans which will affect the federal income tax consequences of
owning the Mortgage Loans, and the Seller shall cooperate with all reasonable requests made by the Purchaser or
the Issuer in the course of such review.
Section 8.9 Successors and Assigns; Assignment of this Agreement.
(a) This Agreement shall bind and inure to the benefit of and be enforceable by the parties
hereto and their respective permitted successors and assigns. The obligations of the Seller under this Agreement
cannot be assigned or delegated to a third party without the consent of the Purchaser, which consent shall be at
the Purchaser's sole discretion; provided, that the Seller may assign its obligations hereunder to any Affiliate
of the Seller, to any Person succeeding to the business of the Seller, to any Person into which the Seller is
merged and to any Person resulting from any merger, conversion or consolidation to which the Seller is a party.
The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing
them to the GMACM Home Equity Loan Trust 2007-HE3.
(b) As an inducement to the Purchaser and the Issuer to purchase the Mortgage Loans, the Seller
acknowledges and consents to (i) the assignment by the Purchaser to the Issuer of all of the Purchaser's rights
against the Seller pursuant to this Agreement insofar as such rights relate to the Mortgage Loans transferred to
the Issuer and to the enforcement or exercise of any right or remedy against the Seller pursuant to this
Agreement by the Issuer, (ii) the enforcement or exercise of any right or remedy against the Seller pursuant to
this Agreement by or on behalf of the Issuer and (iii) the Issuer's pledge of its interest in this Agreement to
the Indenture Trustee and the enforcement by the Indenture Trustee of any such right or remedy against the Seller
following an Event of Default under the Indenture. Such enforcement of a right or remedy by the Issuer, the
Owner Trustee or the Indenture Trustee, as applicable, shall have the same force and effect as if the right or
remedy had been enforced or exercised by the Purchaser or the Issuer directly.
Section 8.10 Survival. The representations and warranties made herein by the Seller and the
provisions of Article VI hereof shall survive the purchase of the Mortgage Loans hereunder.
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed to this Mortgage Loan
Purchase Agreement by their respective officers thereunto duly authorized as of the day and year first above
written.
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as Purchaser
By:________________________________________________
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
GMAC MORTGAGE, LLC,
as Seller and Servicer
By:________________________________________________
Name:
Title:
WALNUT GROVE MORTGAGE LOAN
TRUST 2003-A, as Seller
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as
Owner Trustee
By:________________________________________________
Name:
Title:
[Signatures Continue On Following Page]
GMACM HOME EQUITY LOAN TRUST 2007-HE3, as Issuer
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as
Owner Trustee
By:______________________________________________
Name:
Title:
THE BANK OF NEW YORK TRUST COMPANY, N.A., NOT IN ITS
INDIVIDUAL CAPACITY BUT SOLELY AS INDENTURE TRUSTEE
By:______________________________________________
Name:
Title:
EXHIBIT 1
MORTGAGE LOAN SCHEDULE
[On file with the Servicer]
