EXECUTION COPY
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
as Purchaser,
GMAC MORTGAGE, LLC,
as Seller and Servicer,
WALNUT GROVE MORTGAGE LOAN TRUST 2003-A,
as Seller,
GMACM HOME EQUITY LOAN TRUST 2007-HE2,
as Issuer,
and
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Indenture Trustee
____________________________________________
MORTGAGE LOAN PURCHASE AGREEMENT
____________________________________________
Dated as of June 28, 2007
ARTICLE I DEFINITIONS 3
Section 1.1 Definitions........................................................................3
Section 1.2 Other Definitional Provisions......................................................3
ARTICLE II SALE OF MORTGAGE LOANS AND RELATED PROVISIONS.........................................................4
Section 2.1 Sale of Initial Mortgage Loans.....................................................4
Section 2.2 Sale of Subsequent Mortgage Loans..................................................7
Section 2.3 Payment of Purchase Price.........................................................10
ARTICLE III REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH.................................................11
Section 3.1 Representations and Warranties....................................................11
ARTICLE IV SELLERS' COVENANTS...................................................................................21
Section 4.1 Covenants of the Sellers..........................................................21
ARTICLE V SERVICING 22
Section 5.1 Servicing.........................................................................22
ARTICLE VI LIMITATION ON LIABILITY OF THE SELLERS...............................................................22
Section 6.1 Limitation on Liability of the Sellers............................................22
ARTICLE VII TERMINATION.........................................................................................22
Section 7.1 Termination.......................................................................22
ARTICLE VIII MISCELLANEOUS PROVISIONS...........................................................................22
Section 8.1 Amendment.........................................................................22
Section 8.2 Governing Law.....................................................................23
Section 8.3 Notices...........................................................................23
Section 8.4 Severability of Provisions........................................................25
Section 8.5 Relationship of Parties...........................................................25
Section 8.6 Counterparts......................................................................25
Section 8.7 Further Agreements................................................................25
Section 8.8 Intention of the Parties..........................................................25
Section 8.9 Successors and Assigns; Assignment of this Agreement..............................25
Section 8.10 Survival..........................................................................26
Section 8.11 Third Party Beneficiary...........................................................26
EXHIBIT 1 MORTGAGE LOAN SCHEDULE.....................................................................Exhibit 1-B-1
EXHIBIT 2 FORM OF SUBSEQUENT TRANSFER AGREEMENT........................................................Exhibit 2-1
EXHIBIT 2 FORM OF ADDITION NOTICE .....................................................................Exhibit 3-1
This Mortgage Loan Purchase Agreement (the "Agreement"), dated as of June 28, 2007, is made among GMAC
Mortgage, LLC, as seller ("GMACM") and as servicer (in such capacity, the "Servicer"), Walnut Grove Mortgage Loan
Trust 2003-A, as seller ("WG Trust 2003" and, together with GMACM, each a "Seller" and collectively, the
"Sellers"), Residential Asset Mortgage Products, Inc., as purchaser (the "Purchaser"), GMACM Home Equity Loan
Trust 2007-HE2, 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 "Initial Mortgage Loans");
WHEREAS, GMACM sold a portion of the Initial Mortgage Loans (the "WG Trust 2003 Initial Mortgage Loans")
and intends to sell a portion of the Subsequent Mortgage Loans to be sold by WG Trust 2003 hereunder, to Walnut
Grove Funding, 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 WG Trust 2003 Initial Mortgage Loans to WG Trust 2003 pursuant to a Trust
Agreement, dated as of January 31, 2003, between Walnut Grove, as depositor and Wilmington Trust Company, as
owner trustee;
WHEREAS, GMACM owns the Cut-Off Date Principal Balances and the Related Documents for the portion of
Initial Mortgage Loans identified on the Mortgage Loan Schedule attached as Exhibit 1-A hereto (the "GMACM
Initial Mortgage Loans"), including rights to (a) any property acquired by foreclosure or deed in lieu of
foreclosure or otherwise, and (b) the proceeds of any insurance policies covering the GMACM Initial Mortgage Loans;
WHEREAS, WG Trust 2003 owns the Cut-Off Date Principal Balances and the Related Documents for the
WG Trust 2003 Initial Mortgage Loans identified on the Mortgage Loan Schedule-B attached as Exhibit 1-B hereto,
including rights to (a) any property acquired by foreclosure or deed in lieu of foreclosure or otherwise, and
(b) the proceeds of any insurance policies covering the WG Trust 2003 Initial Mortgage Loans;
WHEREAS, the parties hereto desire that: (i) GMACM sell the Cut-Off Date Principal Balances of the GMACM
Initial Mortgage Loans to the Purchaser on the Closing Date pursuant to the terms of this Agreement together with
the Related Documents relating to the GMACM Initial Mortgage Loans created on or after the Cut-Off Date, (ii)
WG Trust 2003 sell the Cut-Off Date Principal Balances of the WG Trust 2003 Initial Mortgage Loans to the
Purchaser on the Closing Date pursuant to the terms of this Agreement together with the Related Documents
relating to the WG Trust 2003 Initial Mortgage Loans created on or after the Cut-Off Date, (iii) the Sellers may
sell Subsequent Mortgage Loans to the Issuer on one or more Subsequent Transfer Dates pursuant to the terms of
the related Subsequent Transfer Agreement, and (iv) the related Seller and GMACM make certain representations and
warranties on the Closing Date and on each Subsequent Transfer Date;
WHEREAS, pursuant to the Trust Agreement, the Purchaser will sell the Initial Mortgage Loans and
transfer all of its rights under this Agreement to the Issuer on the Closing Date;
WHEREAS, pursuant to the terms of the Servicing Agreement, the Servicer will service the Mortgage Loans;
WHEREAS, pursuant to the terms of the Trust Agreement, the Issuer will issue the Certificates;
WHEREAS, pursuant to the terms of the Indenture, the Issuer will issue the Notes, secured by the Trust
Estate;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.1.......Definitions. For all purposes of this Agreement, except as otherwise expressly provided herein
or unless the context otherwise requires, capitalized terms not otherwise defined herein shall have the meanings
assigned to such terms in the Definitions contained in Appendix A to the indenture dated as of June 28, 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 Initial Mortgage Loans.
(a) GMACM, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and
otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the
following, wherever located: (i) the GMACM Initial Mortgage Loans (including the Cut-Off Date Principal Balances
of the GMACM Initial Mortgage Loans now existing), 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 interest of GMACM in any insurance policies
in respect of the GMACM Initial Mortgage Loans; and (iii) all proceeds of the foregoing.
(b) Reserved.
(c) WG Trust 2003, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and
otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the
following, and wherever located: (i) the WG Trust Initial Mortgage Loans (including the Cut-Off Date Principal
Balances of the WG Initial Mortgage Loans now existing), all interest accruing thereon, all monies due or to
become due thereon, and all collections in respect thereof received on or after the Cut-Off Date (other than
interest thereon in respect of any period prior to the Cut-Off Date); (ii) the WG Trust 2003's interest in any
insurance policies in respect of the WG Trust 2003 Initial Mortgage Loans; and (iii) all proceeds of the
foregoing.
(d) In connection with the conveyance by GMACM of the GMACM Initial Mortgage Loans and any Subsequent
Mortgage Loans, GMACM further agrees, at its own expense, on or prior to the Closing Date with respect to the
Principal Balances of the GMACM Initial Mortgage Loans and on or prior to the related Subsequent Cut-Off Date in
the case of such Subsequent Mortgage Loans sold by it, to indicate in its books and records that the GMACM
Initial Mortgage Loans have been sold to the Purchaser pursuant to this Agreement, and, in the case of the
Subsequent Mortgage Loans, to the Issuer pursuant to the related Subsequent Transfer Agreement, and to deliver to
the Purchaser true and complete lists of all of the Mortgage Loans sold by GMACM specifying for each Mortgage
Loan (i) its account number and (ii) its Cut-Off Date Principal Balance or Subsequent Cut-Off Date Principal
Balance. The Mortgage Loan Schedule indicating such information with respect to the Mortgage Loans sold by GMACM
shall be marked as Exhibit 1-A to this Agreement and is hereby incorporated into and made a part of this
Agreement.
(e) In connection with the conveyance by WG Trust 2003 of the WG Trust Initial Mortgage Loans and any
Subsequent Mortgage Loans, such Seller further agrees, at its own expense, on or prior to the Closing Date with
respect to the Principal Balances of such WG Trust Initial Mortgage Loans and on or prior to the related
Subsequent Cut-Off Date in the case of such Subsequent Mortgage Loans sold by it, to indicate in its books and
records that the respective WG Trust Initial Mortgage Loans have been sold to the Purchaser pursuant to this
Agreement, and, in the case of the Subsequent Mortgage Loans, to the Issuer pursuant to the related Subsequent
Transfer Agreement. GMACM, as Servicer of the Mortgage Loans sold by WG Trust 2003, agrees to deliver to the
Purchaser true and complete lists of all of the Mortgage Loans sold by each Seller specifying for each Mortgage
Loan (i) its account number and (ii) its Cut-Off Date Principal Balance or Subsequent Cut-Off Date Principal
Balance. The Mortgage Loan Schedule indicating such information with respect to the Mortgage Loans sold by
WG Trust 2003 shall be marked as Exhibit 1-B to this Agreement and is hereby incorporated into and made a part of
this Agreement.
(f) In connection with the conveyance by GMACM of the GMACM Initial Mortgage Loans and any Subsequent
Mortgage Loans sold by it and the conveyance by WG Trust 2003 of the WG Trust Initial Mortgage Loans and any
Subsequent Mortgage Loans sold by such Seller, GMACM shall, (A) with respect to each Mortgage Loan, on behalf of
the Purchaser deliver to, and deposit with the Custodian, at least five (5) Business Days before the Closing Date
in the case of an Initial Mortgage Loan, and, on behalf of the Issuer, three (3) Business Days prior to the
related Subsequent Transfer Date in the case of a Subsequent Mortgage Loan, the original 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 or the Enhancer 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 a 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 or the Enhancer in such Mortgage
Loan, including GMACM's failure to deliver such documents to the Servicer on behalf of the Indenture Trustee,
GMACM shall cure such defect, repurchase the related Mortgage Loan at the Repurchase Price or substitute an
Eligible Substitute Loan therefor upon the same terms and conditions set forth in Section 3.1 hereof for breaches
of representations and warranties as to the Mortgage Loans, provided that a 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 Initial 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 Initial Mortgage Loans that are prepared by or that come into the possession of any
Seller, as a seller of the Initial Mortgage Loans hereunder or by GMACM in its capacity as Servicer under the
Servicing Agreement shall immediately vest in the Purchaser, and shall be promptly delivered to the Servicer in
the case of the documents in possession of WG Trust 2003 and retained and maintained in trust by GMACM as the
Servicer (except for the Mortgage Notes, which shall be retained by the Custodian) at the will of the Purchaser,
in such custodial capacity only. Each Seller's records will accurately reflect the sale of each Initial Mortgage
Loan sold by it to the Purchaser.
The Purchaser hereby acknowledges its acceptance of all right, title and interest to the property
conveyed to it pursuant to this Section 2.1.
(g) The parties hereto intend that the transactions set forth herein constitute a sale by the Sellers to the
Purchaser of each of the Sellers' right, title and interest in and to their respective Initial Mortgage Loans and
other property as and to the extent described above. In the event the transactions set forth herein are deemed
not to be a sale, each Seller hereby grants to the Purchaser a security interest in all of such Seller's right,
title and interest in, to and under all accounts, chattel papers, general intangibles, contract rights, payment
intangibles, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices
of credit, investment property, goods and other property consisting of, arising under or related to the Initial
Mortgage Loans and such other property, to secure all of such Seller's obligations hereunder, and this Agreement
shall and hereby does constitute a security agreement under applicable law. Each Seller agrees to take or cause
to be taken such actions and to execute such documents, including the filing of any continuation statements with
respect to the UCC-1 financing statements filed with respect to the Initial Mortgage Loans by the Purchaser on
the Closing Date, and any amendments thereto required to reflect a change in the name or corporate structure of
such Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office
or jurisdiction of incorporation of such Seller, as are necessary to perfect and protect the Purchaser's and its
assignees' interests in each Initial Mortgage Loan and the proceeds thereof. The Servicer shall file any such
continuation statements on a timely basis.
(h) In connection with the assignment of any Mortgage Loan registered on the MERS(R)System, GMACM further
agrees that it will cause, at GMACM's own expense, as soon as practicable after the Closing Date, the MERS(R)
System to indicate that such Mortgage Loan has been assigned by GMACM to the Indenture Trustee in accordance with
this Agreement or the Trust Agreement for the benefit of the Noteholders by including (or deleting, in the case
of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the
specific code which identifies the Indenture Trustee as the assignee of such Mortgage Loan and (b) the series
specific code in the field "Pool Field" which identifies the series of the Notes issued in connection with such
Mortgage Loans. GMACM agrees that it will not alter the codes referenced in this paragraph with respect to any
Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance
with the terms of this Agreement.
Section 2.2.......Sale of Subsequent Mortgage Loans.
(a) Subject to the conditions set forth in paragraphs (b) and (c) below (the satisfaction of which (other
than the conditions specified in paragraphs (b)(i), (b)(ii) and (b)(iii)) shall be evidenced by an Officer's
Certificate of GMACM dated the date of the related Subsequent Transfer Date), in consideration of the Issuer's
payment of the purchase price provided for in Section 2.3 on one or more Subsequent Transfer Dates using amounts
on deposit in the Pre-Funding Account), each Seller may, on the related Subsequent Transfer Date, sell, transfer,
assign, set over and convey without recourse to the Issuer but subject to the other terms and provisions of this
Agreement all of the right, title and interest of such Seller in and to (i) Subsequent Mortgage Loans identified
on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by GMACM on
such Subsequent Transfer Date, (ii) all money due or to become due on such Subsequent Mortgage Loan and all
collections received on or after the related Subsequent Cut-Off Date and (iii) all items with respect to such
Subsequent Mortgage Loans to be delivered pursuant to Section 2.1 above and the other items in the related
Mortgage Files; provided, however, that the Seller of a Subsequent Mortgage Loan reserves and retains all right,
title and interest in and to principal received and interest accruing on such Subsequent Mortgage Loan prior to
the related Subsequent Cut-Off Date. Any transfer to the Issuer by a Seller of Subsequent Mortgage Loans shall
be absolute, and is intended by the Issuer and such Seller to constitute and to be treated as a sale of such
Subsequent Mortgage Loans by such Seller to the Issuer. In the event that any such transaction is deemed not to
be a sale, GMACM and WG Trust 2003, as the case may be, hereby grant to the Issuer as of each Subsequent Transfer
Date a security interest in all of such Seller's right, title and interest in, to and under all accounts, chattel
papers, general intangibles, payment intangibles, contract rights, certificates of deposit, deposit accounts,
instruments, documents, letters of credit, money, advices of credit, investment property, goods and other
property consisting of, arising under or related to the related Subsequent Mortgage Loans and such other
property, to secure all of such Seller's obligations hereunder, and this Agreement shall constitute a security
agreement under applicable law. Each Seller agrees to take or cause to be taken such actions and to execute such
documents, including the filing of all necessary UCC-1 financing statements filed in the State of Delaware and
the Commonwealth of Pennsylvania (which shall be submitted for filing as of the related Subsequent Transfer
Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change
in the name or corporate structure of such Seller or the filing of any additional UCC-1 financing statements due
to the change in the principal office or jurisdiction of incorporation of such Seller, as are necessary to
perfect and protect the interests of the Issuer and its assignees in each Subsequent Mortgage Loan and the
proceeds thereof. The Servicer shall file any such continuation statements on a timely basis.
The Issuer on each Subsequent Transfer Date shall acknowledge its acceptance of all right, title and
interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date
and thereafter created, conveyed to it pursuant to this Section 2.2.
The Issuer shall be entitled to all scheduled principal payments due on and after each Subsequent
Cut-Off Date, all other payments of principal due and collected on and after each Subsequent Cut-Off Date, and
all payments of interest on any related Subsequent Mortgage Loans, minus that portion of any such interest
payment that is allocable to the period prior to the related Subsequent Cut-Off Date.
(b) Any Seller may transfer to the Issuer Subsequent Mortgage Loans and the other property and rights
related thereto described in Section 2.2(a) above, and during the Pre-Funding Period, upon the release of funds
on deposit in the Pre-Funding Account, in accordance with the Servicing Agreement, only upon the satisfaction of
each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) such Seller or GMACM, as Servicer, shall have provided the Indenture Trustee, the Rating Agencies and
the Enhancer with a timely Addition Notice substantially in the form of Exhibit 3, which notice shall be given no
later than seven Business Days prior to the related Subsequent Transfer Date, and shall designate the Subsequent
Mortgage Loans to be sold to the Issuer, the aggregate Principal Balance of such Subsequent Mortgage Loans as of
the related Subsequent Cut-Off Date and any other information reasonably requested by the Indenture Trustee or
the Enhancer with respect to such Subsequent Mortgage Loans;
(ii) such Seller shall have delivered to the Indenture Trustee and the Enhancer a duly executed Subsequent
Transfer Agreement substantially in the form of Exhibit 2, (A) confirming the satisfaction of each condition
precedent and representations specified in this Section 2.2(b) and in Section 2.2(c) and in the related
Subsequent Transfer Agreement and (B) including a Mortgage Loan Schedule listing the Subsequent Mortgage Loans;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery to the Indenture Trustee of the Subsequent
Transfer Agreement in the form of Exhibit 2, the respective Seller shall not be insolvent, made insolvent by such
transfer or aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Issuer or, due to
any action or inaction on the part of the respective Seller, to the Securityholders or the Enhancer; and
(v) the Enhancer shall have approved the sale of the Subsequent Mortgage Loans (which approval shall not be
unreasonably withheld) within five (5) Business Days of receipt of an electronic file containing the information
regarding the Subsequent Mortgage Loans that was delivered to the Enhancer prior to the Closing Date with respect
to the Initial Mortgage Loans; provided, that if the Enhancer shall not have notified the respective Seller or
GMACM within such five (5) Business Days that the Enhancer does not so approve, such sale of Subsequent Mortgage
Loans shall be deemed approved by the Enhancer.
(c) The obligation of the Issuer to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is
subject to the following conditions: (i) each such Subsequent Mortgage Loan must satisfy the representations and
warranties specified in the related Subsequent Transfer Agreement and this Agreement; (ii) no such Seller has
selected such Subsequent Mortgage Loans in a manner that it reasonably believes is adverse to the interests of
the Noteholders or the Enhancer; and (iii) as of the related Subsequent Cut-Off Date each Subsequent Mortgage
Loan will satisfy the following conditions: (A) such Subsequent Mortgage Loan may not be 30 or more days
contractually delinquent as of the related Subsequent Cut-Off Date and no more than 1.00% of the Subsequent
Mortgage Loans will have been 30 or more days delinquent in the twelve months preceding the applicable Subsequent
Transfer Date; (B) the original stated term to maturity of such Subsequent Mortgage Loan will not exceed 360
months; (C) such Subsequent Mortgage Loan will be underwritten substantially in accordance with the criteria set
forth under "Description of the Mortgage Loans-- Underwriting Standards" in the Prospectus Supplement; (D) such
Subsequent Mortgage Loan must have a CLTV at origination of no more than 100.00%; (E) such Subsequent Mortgage
Loan shall not provide for negative amortization; (F) following the purchase of such Subsequent Mortgage Loans by
the Issuer, the Mortgage Loans included in the Trust Estate must have a weighted average interest rate, a
weighted average remaining term to maturity and a weighted average CLTV at origination, as of each Subsequent
Cut-Off Date, that does not vary materially from the Initial Mortgage Loans included initially in the Trust
Estate, and the percentage of Mortgage Loans (by aggregate principal balance) that are secured by second liens on
the related Mortgaged Properties shall be no greater than the percentage of Initial Mortgage Loans; (G) such
Subsequent Mortgage Loan must be secured by a mortgage in a first or second lien position; (H) such Subsequent
Mortgage Loan must not have an interest rate below 5.000%; (J) following the purchase of such Subsequent
Mortgage Loan by the Issuer, the Subsequent Mortgage Loans included in the Trust Estate must have a weighted
average interest rate of at least 8.825%, a weighted average Principal Balance of not more than $55,000, a
concentration in any one state of more than 25.00%; and (K) the remaining term to stated maturity of such
Subsequent Mortgage Loan must not extend beyond November 2037.
Subsequent Mortgage Loans with characteristics materially varying from those set forth above may be
purchased by the Issuer and included in the Trust Estate if they are acceptable to the Enhancer, in its
reasonable discretion; provided, however, that the addition of such Subsequent Mortgage Loans will not materially
affect the aggregate characteristics of the Mortgage Loans in the Trust Estate.
Neither of the Sellers shall transfer Subsequent Mortgage Loans with the intent to mitigate losses on
Mortgage Loans previously transferred.
(d) Within five Business Days after each Subsequent Transfer Date, GMACM shall deliver to the Rating
Agencies, the Indenture Trustee and the Enhancer a copy of the a Mortgage Loan Schedule reflecting the Subsequent
Mortgage Loans in electronic format.
(e) In the event that a mortgage loan is not acceptable to the Enhancer as a Subsequent Mortgage Loan
pursuant to Section 2.2(b)(vi) hereof, the Enhancer and GMACM may mutually agree to the transfer of such mortgage
loan to the Issuer as a Subsequent Mortgage Loan, subject to any increase in the Overcollateralization Amount
that may be agreed to by GMACM and the Enhancer pursuant to the Indenture, in which event GMACM shall deliver to
the Issuer and the Indenture Trustee, with a copy to the Enhancer, an Officer's Certificate confirming the
agreement to the transfer of such Subsequent Mortgage Loan and specifying the amount of such increase in the
Overcollateralization Amount, which additional Overcollateralization Amount may not be contributed by GMACM.
Section 2.3.......Payment of Purchase Price.
(a) The sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and
simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate, the deposit of the Original
Pre-Funded Amount and the Interest Coverage Amount into the Pre Funding Account and the Capitalized Interest
Account, respectively, and the issuance of the Securities. The purchase price for the GMACM Initial Mortgage
Loans to be paid by the Purchaser to GMACM on the Closing Date shall be an amount equal to $514,499,803.10 in
immediately available funds, together with the Certificates, in respect of the Cut-Off Date Principal Balances
thereof. The purchase price for the WG Trust 2003 Initial Mortgage Loans to be paid by the Purchaser to WG Trust
2003 on the Closing Date shall be an amount equal to $403,122,187.36 in immediately available funds, in respect
of the Cut-Off Date Principal Balances thereof. The purchase price paid for any Subsequent Mortgage Loan by the
Indenture Trustee from funds on deposit in the Pre-Funding Account, at the direction of the Issuer, pursuant to
the terms hereunder shall be one-hundred percent (100%) of the Subsequent Cut-Off Date Principal Balance thereof
(as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by
GMACM).
(b) In consideration of the sale of the GMACM Initial Mortgage Loans by GMACM to the Purchaser on the
Closing Date, the Purchaser shall pay to GMACM on the Closing Date by wire transfer of immediately available
funds to a bank account designated by GMACM, the amount specified above in paragraph (a) for the GMACM Initial
Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the Purchaser.
In consideration of the sale of any Subsequent Mortgage Loan by GMACM to the Issuer, the Issuer shall pay to
GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the amount specified
above in paragraph (a) for each Subsequent Mortgage Loan sold by GMACM.
(c) In consideration of the sale of the WG Trust 2003 Initial Mortgage Loans by WG Trust 2003 to the
Purchaser on the Closing Date, the Purchaser shall pay to WG Trust 2003 on the Closing Date by wire transfer of
immediately available funds to a bank account designated by WG Trust 2003, the amount specified above in
paragraph (a) for the WG Trust 2003 Initial Mortgage Loans; provided, that such payment may be on a net funding
basis if agreed by WG Trust 2003 and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loan
by WG Trust 2003 to the Issuer, the Issuer shall pay to WG Trust 2003 by wire transfer of immediately available
funds to a bank account designated by WG Trust 2003, the amount specified above in paragraph (a) for each
Subsequent Mortgage Loan sold by WG Trust 2003.
ARTICLE III
REPRESENTATIONS AND WARRANTIES;
REMEDIES FOR BREACH
Section 3.1.......Representations and Warranties.GMACM represents and warrants to the Purchaser, as of the
Closing Date and as of each Subsequent Transfer Date (or if otherwise specified below, as of the date so
specified):
(a)......As to GMACM:
(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 each Subsequent Transfer Agreement to which it is a party and all of the transactions contemplated
under this Agreement and each such Subsequent Transfer Agreement, and has taken all necessary corporate action to
authorize the execution, delivery and performance of this Agreement and each such Subsequent Transfer 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 or any
Subsequent Transfer 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 any Subsequent Transfer Agreement by GMACM and its
performance and compliance with the terms of this Agreement and each such Subsequent Transfer Agreement will not
violate GMACM'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 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 or any Subsequent Transfer 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 or any Subsequent Transfer Agreement;
(vi) Reserved;
(vii) This Agreement and each Subsequent Transfer 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) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and
interest of GMACM in and to the GMACM Initial Mortgage Loans, including the Cut-Off Date Principal Balances with
respect to the GMACM Initial 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 GMACM Initial Mortgage Loans; and this
Agreement and the related Subsequent Transfer Agreement, when executed, will constitute a valid transfer and
assignment to the Issuer of all right, title and interest of GMACM in and to the related Subsequent Mortgage
Loans, including Cut-Off Date Principal Balances existing on the related Subsequent Cut-Off Date and all monies
due or to become due with respect thereto, and all proceeds of each Subsequent Cut-Off Date Principal Balances;
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 Initial Mortgage Loan (except as otherwise specified below) as of the Closing Date,
or with respect to each Subsequent Mortgage Loan as of the related Subsequent Transfer 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 WG Trust Initial Mortgage Loans or, as applicable, any the Subsequent
Mortgage Loans sold by WG Trust 2003 as of each Prior Transfer Date: (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 such 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) With respect to the GMACM Initial Mortgage Loans or, as applicable, any Subsequent Mortgage Loans sold
by GMACM as of each respective Subsequent Transfer Date: (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(or to the Issuer in the case of the
Subsequent Mortgage Loans sold by GMACM), GMACM had good title thereto and (C) GMACM 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 or the
related Subsequent Transfer Agreement, as applicable;
(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 (or related Subsequent Cut-Off Date, as applicable) no Mortgage Loan was 30 days
or more delinquent in payment of principal or interest, and no more than 1.00% of the Subsequent Mortgage Loans
have been 30 or more days delinquent in the twelve months preceding the applicable Subsequent Transfer Date;
(ix) With respect to the GMACM Initial Mortgage Loans or, as applicable, any Subsequent Mortgage Loans sold
by GMACM, the related Mortgage File contains or will contain, in accordance with the definition of "Mortgage
File" in Appendix A to the Indenture, each of the documents and instruments specified to be included therein (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);
(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 20.49% and 6.00% of the Initial Mortgage Loans,
by Cut-Off Date Principal, are secured by Mortgaged Properties located in California and Florida, respectively;
(xiv) As of the Cut-Off Date or Subsequent Cut-Off Date, the Combined Loan-to-Value Ratio for each Mortgage
Loan was not in excess of 100.00%;
(xv) GMACM has not transferred the GMACM Initial Mortgage Loans to the Purchaser or any Subsequent Mortgage
Loans to the Issuer with any intent to hinder, delay or defraud any of its creditors;
(xvi) As of the Cut-Off Date, no more than approximately 34.43% of the Initial 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 all of the appraisals on such Mortgaged Properties have been delivered by Basis100 Inc.
(also known as Solimar); no more than approximately 2.48% of the Initial 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 0.26% of the Initial 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
3.57% of the Initial 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 44.63% of the Initial 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 1.94% of the Initial 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 12.40% of the Initial 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
0.29% of the Initial 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 Initial Mortgage Loans, by
Cut-Off Date Principal Balance, are secured by Mortgaged Properties which may have been appraised using a Form
2065;
(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 Initial Mortgage Loan has an original term to maturity in excess of 360 months;
(xxii) As of the Cut-Off Date, all of the Initial Mortgage Loans are fixed rate. As of the Cut-Of Date, 38.33%
of the Initial Mortgage Loans, by Cut-Off Date Principal, are Balloon Mortgage Loans. As of the Cut-Off Date,
the Loan Rates on the Initial Mortgage Loans range between 5.200% and 15.825%. As of the Cut-Off Date, the
weighted average Loan Rate for the Initial Mortgage Loans is approximately 8.825%. The weighted average
remaining term to scheduled maturity of the Initial Mortgage Loans on a contractual basis as of the Cut-Off Date
is approximately 224 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 Initial Mortgage Loans, (a) approximately
81.56% (by Cut-Off Date Principal Balance) are secured by real property with a single family residence erected
thereon, (b) approximately 10.83% (by Cut-Off Date Principal Balance) are secured by real property improved by
planned development units, (c) approximately 5.42% (by Cut-Off Date Principal Balance) are secured by real
property improved by individual condominium units, (d) approximately 2.08% (by Cut-Off Date Principal Balance)
are secured by real property with a two- to four-family residence erected thereon, and (e) approximately 0.11%
(by Cut-Off Date Principal Balance) are secured by real property improved by townhouses;
(xxiv) As of the Cut-Off Date, no Initial Mortgage Loan had a principal balance in excess of $594,073.26.
(xxv) No more than approximately 94.63% of the Initial 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) No instrument of release or waiver has been executed by GMACM or, to the best knowledge of GMACM, by any
other person, in connection with the Mortgage Loans, and no Mortgagor has been released by GMACM or, to the best
knowledge of GMACM, by any other person, in whole or in part from its obligations in connection therewith;
(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 Initial Mortgage Loans are secured by Mortgaged Properties located in the State of Georgia
and no Subsequent Mortgage Loan shall be secured by Mortgaged Properties located in the State of Georgia if such
Mortgage Loan was originated prior to June 7, 2003 and subsequent to October 1, 2002;
(xxxv) Each Initial Mortgage Loan constitutes a "qualified mortgage" under Section 860G(a)(3)(A) of the Code
and Treasury Regulation Section 1.860G-2(a)(1);
(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 WG Trust
Initial Mortgage Loans, made as of the Cut-Off Date or the Closing Date or with respect to the Subsequent
Mortgage Loans sold by WG Trust 2003 and made as of the Subsequent Cut-Off Date or the Subsequent Transfer Date,
are made by GMACM in its capacity as Servicer. Representations made by GMACM with respect to the WG Trust
Initial Mortgage Loans or the Subsequent Mortgage Loans sold by WG Trust 2003 and made as of any other date, are
made by GMACM in its capacity as Seller.
(c) ....[Reserved].
(d)......WG Trust 2003 Representations and Warranties. WG Trust 2003 represents and warrants to the
Purchaser, as of the Closing Date and as of each Subsequent Transfer Date:
(I) As to WG Trust 2003:
(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 and each Subsequent Transfer Agreement to which it is a party and all of the transactions
contemplated under this Agreement and each such Subsequent Transfer Agreement, and has taken all necessary action
to authorize the execution, delivery and performance of this Agreement and each such Subsequent Transfer
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 or
any Subsequent Transfer 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 any Subsequent Transfer Agreement by WG Trust 2003 and
its performance and compliance with the terms of this Agreement and each such Subsequent Transfer 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 or any Subsequent Transfer
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 or any Subsequent Transfer Agreement;
(vi) This Agreement and each Subsequent Transfer Agreement to which it is a party 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 WG Trust 2003 Initial Mortgage Loans, including the Cut-Off Date
Principal Balances with respect to the WG Trust 2003 Initial 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 WG Trust 2003
Initial Mortgage Loans; and this Agreement and the related Subsequent Transfer Agreement, when executed, will
constitute a valid transfer and assignment to the Issuer of all right, title and interest of WG Trust 2003 in and
to the related Subsequent Mortgage Loans, including the Cut-Off Date Principal Balances existing on the related
Subsequent Cut-Off Date, all monies due or to become due with respect thereto, and all proceeds thereof and such
funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as
assets of the Trust and all other property specified in the definition of "Trust" as being part of the corpus of
the Trust conveyed to the Purchaser by WG Trust 2003; 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 WG Trust 2003 Initial Mortgage Loans as of the Closing Date, or with respect to each
Subsequent Mortgage Loan as of the related Subsequent Transfer Date:
(i) With respect to the WG Trust 2003 Initial Mortgage Loans or, as applicable, any Subsequent Mortgage
Loans sold by WG Trust 2003: (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 such Mortgage Loans to the Purchaser (or to the Issuer in the case of the Subsequent Mortgage Loans sold by
WG Trust 2003), 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 WG Trust 2003 Initial Mortgage Loans or, as applicable, any Subsequent Mortgage Loans sold by
WG Trust 2003, 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 WG Trust 2003 Initial 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 WG Trust
Initial 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 any Seller or GMACM or upon notice from the Purchaser, the
Enhancer, the Issuer, the Owner Trustee, the Indenture Trustee or the Custodian, as applicable, of a breach of
such 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 or the Enhancer, as applicable, in any
Mortgage Loan, GMACM or WG Trust 2003, as applicable, 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 any Seller or GMACM or upon notice from the Purchaser, the Enhancer, the Issuer,
GMACM, the Owner Trustee, the Indenture Trustee or the Custodian, as applicable, of a breach of a Seller's or
GMACM's representations or warranties in paragraphs (b) or (d)(II) 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, the Enhancer or the Purchaser in such Mortgage Loan (notice of which shall be given to the
Purchaser by the respective Seller or GMACM, if it discovers the same), notwithstanding such Seller's or GMACM's
lack of knowledge with respect to the substance of such representation and warranty, such Seller or GMACM, as the
case may be, shall, 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 such 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 a 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 such Seller
or GMACM 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 GMACM.
In furtherance of the foregoing, if GMACM or the Seller that repurchases or substitutes a Mortgage Loan
is not a member of MERS and the Mortgage is registered on the MERS(R)System, GMACM, 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 GMACM or 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 that any Seller elects to substitute an Eligible Substitute Loan or Loans for a Deleted
Loan pursuant to this Section 3.1, such 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 such
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 such 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 and the Enhancer. 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, GMACM 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); if the Seller is
WG Trust 2003, WG Trust 2003 shall be deemed to have made the representations and warranties set forth in Section
3.1(d)(II); in each case, as of the date of substitution, and the related 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, GMACM 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). Such 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 GMACM or WG Trust pays to the Servicer, an
amount sufficient to indemnify the Trust Fund, Purchaser, Issuer, Enhancer 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 such
Seller or GMACM, as the case may be, the related Mortgage Note for the Mortgage Loan being repurchased or
substituted for, (ii) cause the Servicer to release to such 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 such Seller or GMACM, as the case may be, 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 each Seller and GMACM 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 such Seller and GMACM.
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.
ARTICLE IV
SELLERS' COVENANTS
Section 4.1.......Covenants of the Sellers. Each Seller hereby covenants that, except for the transfer hereunder
and as of any Subsequent Transfer Date, 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. Each Seller shall notify
the Issuer (in the case of the Initial 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 each Seller
shall defend the right, title and interest of the Issuer (in the case of the Initial Mortgage Loans, as assignee
of the Purchaser) in, to and under the Mortgage Loans against all claims of third parties claiming through or
under such 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 any 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 Sellers. 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 and any Subsequent Transfer 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 with the prior written consent of the Enhancer (which consent shall not be unreasonably withheld),
provided that the Servicer, the Enhancer 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. Where this Agreement provides for notice, certificates, opinions, reports or similar
delivery to be given to any transaction party or to a Rating Agency, a copy of such document shall be
contemporaneously sent to the Enhancer. 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-HE2;
(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-HE2;
(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-HE2;
(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-HE2;
(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-HE2; or
(f) if to the Enhancer:
Financial Guaranty Insurance Company
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Structured Finance - Surveillance
Re: GMACM Home Equity Loan Trust 2007-HE2;
Telecopier: (000) 000-0000;
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 Sellers will be selling on the Closing Date, the Initial Mortgage Loans,
rather than the Purchaser providing a loan to the Sellers secured by the Initial Mortgage Loans on the Closing
Date; and that the Issuer will be purchasing on each Subsequent Transfer Date, and the Sellers will be selling on
each Subsequent Transfer Date, the related Subsequent Mortgage Loans, rather than the Issuer providing a loan to
the Sellers secured by the related Subsequent Mortgage Loans on each Subsequent Transfer Date. Accordingly, the
parties hereto each intend to treat this transaction for federal income tax purposes as (i) a sale by the
Sellers, and a purchase by the Purchaser, of the Initial Mortgage Loans on the Closing Date and (ii) a sale by
the Sellers, and a purchase by the Issuer, of the related Subsequent Mortgage Loans on each Subsequent Transfer
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 each 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 each Seller under this Agreement cannot be
assigned or delegated to a third party without the consent of the Enhancer and the Purchaser (and the Issuer with
respect to the transfer of any Subsequent Mortgage Loans), which consent shall be at the Purchaser's sole
discretion (and the Issuer's sole discretion with respect to the transfer of any Subsequent Mortgage Loans);
provided, that each Seller may assign its obligations hereunder to any Affiliate of such Seller, to any Person
succeeding to the business of such Seller, to any Person into which such Seller is merged and to any Person
resulting from any merger, conversion or consolidation to which such Seller is a party. The parties hereto
acknowledge that (i) the Purchaser is acquiring the Initial Mortgage Loans for the purpose of contributing them
to the GMACM Home Equity Loan Trust 2007-HE2 and (ii) the Issuer is acquiring the Subsequent Mortgage Loans for
the purpose of pledging the Subsequent Mortgage Loans to the Indenture Trustee for the benefit of the Noteholders
and the Enhancer.
(b) As an inducement to the Purchaser and the Issuer to purchase the Initial Mortgage Loans and to the
Issuer to purchase any Subsequent Mortgage Loans, each Seller acknowledges and consents to (i) the assignment by
the Purchaser to the Issuer of all of the Purchaser's rights against any Seller pursuant to this Agreement
insofar as such rights relate to the Initial Mortgage Loans transferred to the Issuer and to the enforcement or
exercise of any right or remedy against any of the Sellers pursuant to this Agreement by the Issuer, (ii) the
enforcement or exercise of any right or remedy against any of the Sellers 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 any Seller following an Event of
Default under the Indenture. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the
Enhancer 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 each Seller and the provisions of
Article VI hereof shall survive the purchase of the Initial Mortgage Loans hereunder and any transfer of
Subsequent Mortgage Loans pursuant to this Agreement and the related Subsequent Transfer Agreement.
Section 8.11 Third Party Beneficiary. The Enhancer shall be a third party beneficiary hereof and shall be
entitled to enforce the provisions of this Agreement as if a party hereto.
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-HE2, 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]
EXHIBIT 2
FORM OF SUBSEQUENT TRANSFER AGREEMENT
Pursuant to this Subsequent Transfer Agreement No. (the "Agreement"), dated as of
, , between [_________], as seller (the "Seller"), and GMACM Home Equity Loan Trust
2007-HE2, as issuer (the "Issuer"), and pursuant to the mortgage loan purchase agreement dated as of June 28,
2007 (the "Mortgage Loan Purchase Agreement"), among GMAC Mortgage, LLC, as a seller and servicer, Walnut Grove
Mortgage Loan Trust 2003-A, as a Seller, Residential Asset Mortgage Products, Inc., as purchaser (the
"Purchaser"), the Issuer and The Bank of New York Trust Company, N.A., as indenture trustee (the "Indenture
Trustee"), the Seller and the Issuer agree to the sale by the Seller and the purchase by the Issuer of the
mortgage loans listed on the attached Schedule of Subsequent Mortgage Loans (the "Subsequent Mortgage Loans").
Capitalized terms used and not defined herein have their respective meanings as set forth in Appendix A
to the indenture dated as of June 28, 2007, between the Issuer and the Indenture Trustee, which meanings are
incorporated by reference herein. All other capitalized terms used herein shall have the meanings specified
herein.
Section 1. Sale of Subsequent Mortgage Loans.
(a) The Seller does hereby sell, transfer, assign, set over and convey to the Issuer, without
recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, all principal received
and interest thereon on and after the Subsequent Cut-Off Date, all monies due or to become due thereon and all
items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of the Mortgage Loan
Purchase Agreement; provided, however, that the Seller reserves and retains all right, title and interest in and
to principal received and interest accruing on the Subsequent Mortgage Loans prior to the Subsequent Cut-Off
Date. The Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered
to the Indenture Trustee each item set forth in Section 2.2 of the Mortgage Loan Purchase Agreement.
The transfer to the Issuer by the Seller of the Subsequent Mortgage Loans identified on the Mortgage
Loan Schedule shall be absolute and is intended by the parties hereto to constitute a sale by the Seller to the
Issuer on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent
Mortgage Loans, and other property as and to the extent described above, and the Issuer hereby acknowledges such
transfer. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby
grants to the Issuer as of the Subsequent Transfer Date 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, certificates of
deposit, deposit accounts, instruments, documents, letters of credit, money, payment intangibles, advices of
credit, investment property, goods and other property consisting of, arising under or related to the Subsequent
Mortgage Loans, and such other property, to secure all of the Issuer's obligations hereunder, and this Agreement
shall 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 without limitation the filing of all necessary UCC-1 financing
statements filed in the State of Delaware and the Commonwealth of Pennsylvania (which shall be submitted for
filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments
thereto required to reflect a change in the name or corporate structure of 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 Issuer's interests in each Subsequent Mortgage Loan
and the proceeds thereof.
(b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this
Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller.
(c) Additional terms of the sale are set forth on Attachment A hereto.
Section 2. Representations and Warranties; Conditions Precedent.
(a) The Seller hereby affirms the representations and warranties made by it and set forth in
Section 3.1 of the Mortgage Loan Purchase Agreement that relate to the Seller or the Subsequent Mortgage Loans as
of the date hereof. The Seller hereby confirms that each of the conditions set forth in Section 2.2(b) of the
Mortgage Loan Purchase Agreement are satisfied as of the date hereof and further represents and warrants that
each Subsequent Mortgage Loan complies with the requirements of this Agreement and Section 2.2(c) of the Mortgage
Loan Purchase Agreement. GMACM, as Servicer of the Subsequent Mortgage Loans hereby affirms the representations
and warranties made by it regarding the Subsequent Mortgage Loans as set forth in Section 3.1 of the Mortgage
Loan Purchase Agreement.
(b) The Seller is solvent, is able to pay its debts as they become due and has capital sufficient
to carry on its business and its obligations hereunder; it will not be rendered insolvent by the execution and
delivery of this Agreement or by the performance of its obligations hereunder nor is it aware of any pending
insolvency; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Seller
prior to the date hereof.
(c) All terms and conditions of the Mortgage Loan Purchase Agreement relating to the Subsequent
Mortgage Loans are hereby ratified and confirmed; provided, however, that in the event of any conflict the
provisions of this Agreement shall control over the conflicting provisions of the Mortgage Loan Purchase
Agreement.
Section 3. Recordation of Instrument. To the extent permitted by applicable law or a memorandum
thereof if permitted under applicable law, this Agreement is subject to recordation in all appropriate public
offices for real property records in all of the counties or other comparable jurisdictions in which any or all of
the properties subject to the related Mortgages are situated, and in any other appropriate public recording
office or elsewhere, such recordation to be effected by the Servicer at the Noteholders' expense on direction of
the Noteholders of Notes representing not less than a majority of the aggregate Note Balance of the Notes or the
Enhancer, but only when accompanied by an Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Noteholders or the Enhancer or is necessary for the administration or
servicing of the Subsequent Mortgage Loans.
Section 4. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
Section 5. Counterparts. This Agreement may be executed in counterparts, each of which, when so
executed, shall be deemed to be an original and together shall constitute one and the same instrument.
Section 6. Successors and Assigns. This Agreement shall inure to the benefit of and be binding
upon the Seller and the Issuer and their respective successors and assigns.
[__________________________________],
as Seller
By:
Name:
Title:
GMACM HOME EQUITY LOAN TRUST 2007-HE2, as Issuer
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as
Owner Trustee
By:
Name:
Title:
GMAC MORTGAGE, LLC,
as Servicer
By:
Name:
Title:
Attachments
A. Additional terms of sale.
B. Schedule of Subsequent Mortgage Loans.
C. Seller's Officer's Certificate.
D. Seller's Officer's Certificate (confirmation of Enhancer approval).
GMACM HOME EQUITY LOAN TRUST 2007-HE2
ATTACHMENT A TO FORM OF SUBSEQUENT TRANSFER AGREEMENT
____________, ____
A.
1. Subsequent Cut-Off Date:
2. Pricing Date:
3. Subsequent Transfer Date:
4. Aggregate Principal Balance of the Subsequent Mortgage Loans as of the Subsequent Cut-Off Date:
5. Purchase Price: 100.00%
B.
As to all Subsequent Mortgage Loans:
1. Longest stated term to maturity: months
2. Minimum Loan Rate: %
3. Maximum Loan Rate: %
4. WAC of all Subsequent Mortgage Loans: %
5. WAM of all Subsequent Mortgage Loans: %
6. Largest Principal Balance: $
7. Non-owner occupied Mortgaged Properties: %
8. California zip code concentrations: % and %
9. Condominiums: %
10. Single-family: %
11. Weighted average term since origination: %
12. Principal balance of Subsequent Mortgage Loans with respect to which the Mortgagor is an employee of GMACM $
or an affiliate of GMACM:
13. Number of Subsequent Mortgage Loans with respect to which the Mortgagor is an employee of GMACM or an
affiliate of GMACM:
EXHIBIT 3
FORM OF ADDITION NOTICE
DATE:
The Bank of New York Trust Company, X.X. Xxxxx'x Investors Service, Inc.
0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 00 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
Financial Guaranty Insurance Company Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc.
000 Xxxx Xxxxxx 00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxx, Xxx Xxxx 00000-0000
Re: GMACM Home Equity Loan Trust 2007-HE2
Wilmington Trust Company
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Re: GMACM Home Equity Loan Trust 2007-HE2
Ladies and Gentlemen:
Pursuant to Section 2.2 of the mortgage loan purchase agreement dated as of June 28, 2007 (the "Purchase
Agreement"), among GMAC Mortgage, LLC, as a Seller and Servicer, Walnut Grove Mortgage Loan Trust 2003-A, as a
Seller, Residential Asset Mortgage Products, Inc., as Purchaser, GMACM Home Equity Loan Trust 2007-HE2, as Issuer
and The Bank of New York Trust Company, N.A., as Indenture Trustee, the Seller has designated the Subsequent
Mortgage Loans identified on the Mortgage Loan Schedule attached hereto to be sold to the Issuer on
, , with an aggregate Principal Balance of $ . Capitalized terms not otherwise
defined herein have the meaning set forth in the Appendix A to the indenture dated as of June 28, 2007, between
the Issuer and the Indenture Trustee.
Please acknowledge your receipt of this notice by countersigning the enclosed copy in the space
indicated below and returning it to the attention of the undersigned.
Very truly yours,
[____________________________],
as Seller
By:
Name:
Title:
ACKNOWLEDGED AND AGREED:
JPMORGAN CHASE BANK NATIONAL ASSOCIATION,
as Indenture Trustee
By:
Name:
Title:
