CERTIFICATE PURCHASE AGREEMENT
This Certificate Purchase Agreement (this "Purchase Agreement") is dated
as of February 27, 2004, between UBS Securities LLC, a Delaware limited
liability company, as seller (the "Seller") and Residential Asset Mortgage
Products, Inc., a Delaware corporation, as purchaser (the "Purchaser").
Reference is made to (a) the Pooling and Servicing Agreement dated as of
November 25, 2003 (the "Underlying Pooling Agreement"), among the Purchaser,
GMAC Mortgage Corporation, a Delaware corporation (the "Servicer"), and XX
Xxxxxx Xxxxx Bank, a New York banking corporation, as trustee (the "Trustee")
relating to the GMACM Mortgage Pass-Through Certificates, Series 2003-J8
("Series 2003-J8"), and (b) the Underwriting Agreement dated as of November 18,
2003 (the "Underlying Underwriting Agreement"), by and among the Purchaser, the
Servicer and Xxxxxxx, Sachs & Co. (the "Underlying Underwriter").
Seller and Purchaser hereby recite and agree as follows:
RECITALS
1. The Underlying Underwriter purchased a 100% interest, as of the Closing Date
(as defined in the Underlying Pooling and Servicing Agreement), in the
Certificate Principal Balance (as defined in the Underlying Pooling and
Servicing Agreement) of the Class A Certificates of Series 2003-J8 (the
"Underlying Class A Certificates") pursuant to the terms of the Underlying
Underwriting Agreement. The Seller acquired the Underlying Class A Certificates
from the Underlying Underwriter in a secondary market transaction.
2. The Seller desires to sell to the Purchaser, and the Purchaser desires to
purchase from the Seller, a 91.40% interest, as of the Closing Date, in the
Certificate Principal Balance (as defined in the Underlying Pooling and
Servicing Agreement) of the Underlying Class A Certificates (the "Underlying
Certificate") pursuant to the terms of this Purchase Agreement.
3. The Purchaser will transfer the Underlying Certificate to the GMACM Mortgage
Loan Trust 2004-JR1 pursuant to the terms of the Trust Agreement dated as of
February 27, 2004 (the "Trust Agreement"), among the Purchaser, GMAC Mortgage
Corporation, as certificate administrator, and the Trustee.
4. The Issuer will issue its GMACM Mortgage Trust Certificates, Series 2004-JR1
(the "Certificates"), pursuant to the terms of the Trust Agreement.
5. The Seller will purchase the Certificates from the Purchaser pursuant to the
terms of the Underwriting Agreement dated as of the February 25, 2004 (the
"Underwriting Agreement"), among the Purchaser, the Servicer and the Seller.
6. The Certificates will be offered and sold by the Seller through the use of a
prospectus supplement dated February 25, 2004 (the "Prospectus Supplement") and
a related prospectus dated December 17, 2003 (the "Base Prospectus"). The Base
Prospectus, together with the Prospectus Supplement, is referred to herein as
the "Prospectus".
7. Capitalized terms used herein and not defined herein shall have the meanings
assigned to them in the Trust Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises herein made and
other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties hereto hereby agree as follows:
1. Purchase and Sale of the Underlying Certificate. Concurrently with the
execution and delivery hereof, Seller hereby sells, assigns, transfers
and otherwise conveys to Purchaser without recourse all of its right,
title and interest in and to the Underlying Certificate. In
consideration of such assignment, the Purchaser shall pay the Seller an
amount equal to $[__________]; provided, however, that Seller shall pay
and/or reimburse to Purchaser the costs and expenses incurred in
connection with the issuance of the Certificates, including but not
limited to rating agency fees, registration fees, accountants' fees and
legal fees.
2. Representations and Warranties. (a) Seller hereby represents and
warrants to Purchaser that as of the date o f this Purchase Agreement
(i) Seller has good title to, and is the sole owner of, the Underlying
Certificate, free and clear of any encumbrance, equity, lien, pledge,
charge, claim or security interest and the Seller acquired the
Underlying Certificate from the Underlying Underwriter in a secondary
market transaction;
(ii) Seller has not assigned any interest or participation in any of the
Underlying Certificate, or, if Seller has assigned an interest or
participation in any of the Underlying Certificate, such interest or
participation has been released;
(iii) Seller has acquired its ownership of the Underlying Certificate in good
faith without notice of any adverse claim;
(iv) Seller has full right to sell the Underlying Certificate to the
Purchaser;
(v) this Purchase Agreement has been duly authorized, executed and delivered by
the Seller and constitutes a legal, valid and binding agreement of the
Seller, enforceable against it in accordance with its terms, subject to (A)
bankruptcy, insolvency, receivership, conservatorship, reorganization,
moratorium or other similar laws affecting creditors' rights generally or
the rights of creditors of federally chartered savings associations, (B)
general principles of equity regardless of whether enforcement is sought in
a proceeding in equity or at law, and (C) public policy considerations
limiting the enforceability of provisions of this Purchase Agreement which
purport to provide indemnification from liabilities under applicable
securities laws;
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(vi) neither the execution and delivery by the Seller of this Purchase
Agreement, nor the performance by the Seller of the provisions hereof, will
(A) conflict with or result in a breach of, or constitute a default under,
any of the provisions of the organizational documents of the Seller or any
law, governmental rule or regulation or any judgment, decree or order
binding on the Seller or any of its properties, or any of the provisions of
any indenture, mortgage, deed of trust, contract or other instrument to
which the Seller is a party or by which it is bound, or (B) result in the
creation of any lien, charge, or encumbrance upon any of its properties
pursuant to the terms of any such indenture, mortgage, deed of trust,
contract or other instrument, which, in the case of either (A) or (B),
would have a material adverse effect on its ability to perform its
obligations hereunder or on the financial condition of the Seller;
(vii) there are no actions, suits, investigations or proceedings against the
Seller pending, or, to the knowledge of the Seller, threatened, before
any court, administrative agency or other tribunal (A) asserting the
invalidity of this Purchase Agreement (B) seeking to prevent the
consummation of any of the transactions contemplated by this Purchase
Agreement or (C) which might materially and adversely affect the
performance by the Seller of its obligations under, or the validity or
enforceability of this Purchase Agreement;
(viii) the Seller has been duly organized and is validly existing and in good
standing as a Delaware limited liability company with full power and
authority to enter into and perform its obligations under this Purchase
Agreement;
(ix) the Seller is not in violation of its organizational documents or in
default under any agreement, indenture or instrument the effect of which
default would have a material adverse effect on the ability of the
Seller to perform its obligations under this Purchase Agreement or on
the financial condition of the Seller;
(x) the Seller is not a party to, bound by or in breach or violation of any
indenture or other agreement or order or regulation of any court,
regulatory body, administrative agency or governmental body having
jurisdiction over it that materially and adversely affects the (A)
ability of the Seller to perform its obligations under this Purchase
Agreement or (B) the business, operations, financial condition,
properties or assets of the Seller; and
(xi) no consent, approval, authorization or order of any federal or state
court or governmental agency or body is required for the consummation by
the Seller of the transactions contemplated by the terms of this
Purchase Agreement.
3. Survival of Representations. Each of the representations and warranties
of the Seller contained herein shall survive the purchase and sale of the
Underlying Certificate pursuant hereto and shall continue in full force and
effect, notwithstanding subsequent termination of this Purchase Agreement or the
Trust Agreement.
4. Conditions to the Obligation of the Purchaser. The obligation of the
Purchaser to purchase and pay for the Underlying Certificate, will be subject to
(a) the accuracy of the representations and warranties set forth in Section 2 as
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of the date hereof, (b) the performance by the Seller in all material respects
of its obligations hereunder, (c) the satisfaction of the conditions precedent
set forth in Section 7 of the Underwriting Agreement and (d) the simultaneous
purchase by the Seller of the Certificates pursuant to the terms of the
Underwriting Agreement.
5. Successors and Assigns; Additional Information. This Purchase Agreement
shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns. Neither party hereto may assign
either this Purchase Agreement or any of its rights, interests or
obligations hereunder without the prior written approval of the other
party.
6. Notices. All communications hereunder will be in writing and effective
only on receipt, and, if sent to the Seller will be mailed, delivered or
telegraphed and confirmed to you at UBS Securities LLC, 1285 Avenue of
the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: General
Counsel, or if sent to the Purchaser, will be mailed, delivered or
telegraphed and confirmed to it at Residential Asset Mortgage Products,
Inc., 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx
00000, Attention: President.
7. Representations and Indemnities to Survive. The respective agreements,
representations, warranties, covenants, indemnities and other statements
of the Seller and its officers set forth in or made pursuant to this
Purchase Agreement will remain in full force and effect, regardless of
any investigation made by or on behalf of the Seller or Purchaser and
will survive delivery of and payment for the Underlying Certificate. The
provisions of Section 6 hereof shall survive the termination or
cancellation of this Purchase Agreement.
8. Miscellaneous. This Purchase Agreement shall be governed by and
construed in accordance with the laws of the State of New York. Neither
this Purchase Agreement nor any term hereof may be changed, waived,
discharged or terminated except by a writing signed by the party against
whom enforcement of such change, waiver, discharge or termination is
sought. This Purchase Agreement may be signed in any number of
counterparts, each of which shall be deemed an original, which taken
together shall constitute one and the same instrument.
9. Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Purchase Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Purchase Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Purchase Agreement.
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IN WITNESS WHEREOF, Seller and Purchaser have caused this Purchase
Agreement to be duly executed by their respective officers as of the day and
year first above written.
UBS SECURITIES LLC
By:
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Name:
Title:
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
By:
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Name:
Title:
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