EXHIBIT 10.1
EXECUTION COPY
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
as Purchaser,
GMAC MORTGAGE CORPORATION,
as Seller,
GMACM MORTGAGE LOAN TRUST 2001-GH1,
as Issuer,
and
XXXXX FARGO BANK MINNESOTA, N.A.,
as Indenture Trustee
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MORTGAGE LOAN PURCHASE AGREEMENT
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Dated as of March 12, 2001
This Mortgage Loan Purchase Agreement (the "Agreement"), dated as of
March 12, 2001, is made among GMAC Mortgage Corporation, as seller (the
"Seller"), Residential Asset Mortgage Products, Inc., as purchaser (the
"Purchaser"), GMACM Mortgage Loan Trust 2001-GH1, as issuer (the "Issuer"), and
Xxxxx Fargo Bank Minnesota, N.A., as indenture trustee (the "Indenture
Trustee").
WITNESSETH:
WHEREAS, the Seller owns the Cut-Off Date Principal Balances and the
Related Documents for the mortgage loans indicated on the Mortgage Loan Schedule
attached as Exhibit 1 hereto (the "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 Mortgage Loans;
WHEREAS, the parties hereto desire that the Seller (i) sell the Cut-Off
Date Principal Balances of the Mortgage Loans to the Purchaser on the Closing
Date pursuant to the terms of this Agreement together with the Related Documents
and (ii) make certain representations and warranties on the Closing Date;
WHEREAS, pursuant to the Trust Agreement, the Purchaser will sell the
Mortgage Loans and transfer all of its rights under this Agreement to the Issuer
on the Closing Date;
WHEREAS, pursuant to the terms of the Servicing Agreement, the Servicer
will service the Mortgage Loans;
WHEREAS, pursuant to the terms of the Trust Agreement, the Issuer will
issue the Certificates;
WHEREAS, pursuant to the terms of the Indenture, the Issuer will issue the
Notes, secured by the Trust Estate;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. For all purposes of this Agreement, except as otherwise
expressly provided herein or unless the context otherwise requires, capitalized
terms not otherwise defined herein shall have the meanings assigned to such
terms in the Definitions contained in Appendix A to the indenture dated as of
March 12, 2001 (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.
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Section 1.2 Other Definitional Provisions. All terms defined in this Agreement
shall have the defined meanings when used in any certificate or other document
made or delivered pursuant hereto unless otherwise defined therein.
As used in this Agreement and in any certificate or other document made
or delivered pursuant hereto or thereto, accounting terms not defined in this
Agreement or in any such certificate or other document, and accounting terms
partly defined in this Agreement or in any such certificate or other document,
to the extent not defined, shall have the respective meanings given to them
under generally accepted accounting principles. To the extent that the
definitions of accounting terms in this Agreement or in any such certificate or
other document are inconsistent with the meanings of such terms under generally
accepted accounting principles, the definitions contained in this Agreement or
in any such certificate or other document shall control.
The words "hereof," "herein," "hereunder" and words of similar import
when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement; Section and Exhibit references
contained in this Agreement are references to Sections and Exhibits in or to
this Agreement unless otherwise specified; the term "including" shall mean
"including without limitation"; "or" shall include "and/or"; and the term
"proceeds" shall have the meaning ascribed thereto in the UCC.
The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms and to the masculine as well
as the feminine and neuter genders of such terms.
Any agreement, instrument or statute defined or referred to herein or in
any instrument or certificate delivered in connection herewith means such
agreement, instrument or statute as from time to time amended, modified or
supplemented and includes (in the case of agreements or instruments) references
to all attachments thereto and instruments incorporated therein; references to a
Person are also to its permitted successors and assigns.
ARTICLE II
SALE OF MORTGAGE LOANS AND RELATED PROVISIONS
Section 2.1 Sale of Mortgage Loans.
(a) The Seller, by the execution and delivery of this Agreement, does hereby
sell, assign, set over, and otherwise convey to the Purchaser, without recourse,
all of its right, title and interest in, to and under the following, and
wherever located: (i) the Mortgage Loans (including the Cut-Off Date Principal
Balances), 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 principal and interest due thereon on or prior to the Cut-Off
Date); (ii) the interest of the Seller in any insurance policies in respect of
the Mortgage Loans; and (iii) all proceeds of the foregoing. Such conveyance
shall be deemed to be made: with respect to the Cut-Off Date Principal Balances,
as of the Closing Date, subject to the receipt by the Seller of consideration
therefor as provided herein under clause (a) of Section 2.3.
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(b) In connection with the conveyance by the Seller of the Mortgage Loans, the
Seller further agrees, at its own expense, on or prior to the Closing Date with
respect to the Stated Principal Balances of the Mortgage Loans, to indicate in
its books and records that the Mortgage Loans have been sold to the Purchaser
pursuant to this Agreement, and to deliver to the Purchaser true and complete
lists of all of the Mortgage Loans specifying for each Mortgage Loan (i) its
account number and (ii) its Cut-Off Date Principal Balance. Such lists, which
form part of the Mortgage Loan Schedule, shall be marked as Exhibit 1 to this
Agreement and are hereby incorporated into and made a part of this Agreement.
(c) Except for Missing Documents identified in Exhibit 2 hereto, in connection
with the conveyance by the Seller of the Mortgage Loans, the Seller shall on
behalf of the Purchaser deliver to, and deposit with the Custodian, at least
five (5) Business Days before the Closing Date, with respect to (i) below, or
within 90 days of the Closing Date, as the case may be, with respect to (ii)
through (vii) below, the following documents or instruments (I) with respect to
each related Mortgage Loan other than a Cooperative Mortgage Loan:
(i) The original Mortgage Note (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), endorsed without recourse in blank,
or in the name of the Trustee as trustee, and signed by an authorized officer
(which endorsement shall contain either an original signature or a facsimile
signature of an authorized officer of the Seller, and if in the form of an
allonge, the allonge shall be stapled to the Mortgage Note), with all
intervening endorsements showing a complete chain of title from the originator
to the Seller. If the Mortgage Loan was acquired by the endorser in a merger,
the endorsement must be by "_____, successor by merger to [name of
predecessor]". If the Mortgage Loan was acquired or originated by the endorser
while doing business under another name, the endorsement must be by "______
formerly known as [previous name]";
(ii) The original Mortgage with evidence of recording indicated thereon or a
copy of the Mortgage certified by the public recording office in which such
Mortgage has been recorded
(iii) The original of any guarantee executed in connection with the Mortgage
Note, if applicable;
(iv) Any rider or the original of any modification agreement or assumption
agreement executed in connection with the related Mortgage Note or Mortgage,
with evidence of recording if required by applicable law;
(v) An original Assignment or Assignments of Mortgage (which may be included in
a blanket assignment or assignments) from the Seller to "Xxxxx Fargo Bank
Minnesota, N.A., as Indenture Trustee under that certain Indenture dated as of
March 12, 2001, for GMACM Mortgage Loan Trust 2001-GH1" c/o the Servicer at an
address specified by the Servicer, and signed by an authorized officer, which
assignment shall be in form and substance acceptable for recording. If the
Mortgage Loan was acquired by the assignor in a merger, the assignment must be
by "______, successor by merger to [name of predecessor]". If the Mortgage Loan
was acquired or originated by the assignor while doing business under another
name, the assignment must be by "________________ formerly known as [previous
name]";
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(vi) Originals of all intervening assignments of a Mortgage, which together with
the Mortgage shows a complete chain of title from the originator to the Seller,
with evidence of recording thereon;
(vii) The original mortgagee policy of title insurance, including riders and
endorsements thereto, or if the policy has not yet been issued, (i) a written
commitment or interim binder for title issued by the title insurance or escrow
company dated as of the date the Mortgage Loan was funded, with a statement by
the title insurance company or closing attorney that the priority of the lien of
the related Mortgage during the period between the date of the funding of the
related Mortgage Loan and the date of the related title policy (which title
policy shall be dated the date of recording of the related Mortgage) is insured,
(ii) a preliminary title report issued by a title insurer in anticipation of
issuing a title insurance policy which evidences existing liens and gives a
preliminary opinion as to the absence of any encumbrance on title to the
Mortgaged Property, except liens to be removed on or before purchase by the
Mortgagor or which constitute customary exceptions acceptable to lenders
generally or (iii) other evidence of title insurance acceptable to Xxxxxx Mae or
Xxxxxxx Mac, in accordance with the Xxxxxx Mae Seller/Servicer Guide or Xxxxxxx
Mac Seller/Servicer Guide, respectively;
(viii) A certified true copy of any power of attorney, if applicable; and
(ix) Originals of any security agreement, chattel mortgage or the equivalent
executed in connection with the Mortgage, if any;
and (II) with respect to each Cooperative Loan:
(i) The original Mortgage Note, endorsed without recourse to the order of the
Indenture Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Seller;
(ii) A counterpart of the Cooperative Lease and the Assignment of Proprietary
Lease to the originator of the Cooperative Loan with intervening assignments
showing an unbroken chain of title from such originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing the related
Cooperative Stock pledged with respect to such Cooperative Loan, together with
an undated stock power (or other similar instrument) executed in blank;
(iv) The original recognition agreement by the Cooperative of the interests of
the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any continuation
statements, filed by the originator of such Cooperative Loan as secured party,
each with evidence of recording thereof, evidencing the interest of the
originator under the Security Agreement and the Assignment of Proprietary Lease;
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(vii) Copies of the filed UCC-3 assignments of the security interest referenced
in clause (f) above showing an unbroken chain of title from the originator to
the Indenture Trustee, each with evidence of recording thereof, evidencing the
interest of the originator under the Security Agreement and the Assignment of
Proprietary Lease; (viii) An executed assignment of the interest of the
originator in the Security Agreement, Assignment of Proprietary Lease and the
recognition agreement referenced in clause (d) above, showing an unbroken chain
of title from the originator to the Indenture Trustee;
(ix) The original of each modification, assumption agreement or preferred loan
agreement, if any, relating to such Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the Seller as debtor, the
Purchaser as secured party and the Indenture Trustee as assignee and an executed
UCC-1 financing statement showing the Purchaser as debtor and the Indenture
Trustee as secured party, each in a form sufficient for filing, evidencing the
interest of such debtors in the Cooperative Loans.
Within the time period for the review of each Mortgage File set forth in
Section 2.2 of the Custodial Agreement, if a material defect in any Mortgage
File 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 Credit
Enhancer in such Mortgage Loan, including the Seller's failure to deliver any
document required to be delivered to the Custodian on behalf of the Indenture
Trustee (provided, that a Mortgage File will not be deemed to contain a defect
for an unrecorded assignment under clause (I)(vi) or (II)(viii) above if the
Seller has submitted such assignment for recording pursuant to the terms of the
following paragraph, and, provided further that, a Mortgage File will not be
deemed to contain a defect if it is listed on Exhibit 2 hereto and the defect
related thereto is a Missing Document), the Seller 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.
Notwithstanding anything contained herein, the related Seller or
Servicer shall not be required to repurchase any Mortgage Loan due to the
failure to deliver to the Custodian any Missing Documents. However, the Seller
will be required to repurchase any such Mortgage Loan if: (i) foreclosure
proceedings have been commenced with respect to such Mortgage Loan and (ii) the
failure to possess a Missing Document described in Section 2.1(c)(I)(i),
2.1(c)(I) (ii), 2.1(c)(I) (iii), 2.1(c)(I) (iv), 2.1(c)(I) (vi) or 2.1(c)(II)
materially and adversely affects the Servicer's ability to foreclose on the
related Mortgage Loan or to establish the full amount of principal and interest
owing on the related Mortgage Note. Exhibit 2 hereto shall be delivered by the
Seller to the Custodian not later than 30 days from the Closing Date.
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In instances where an original Mortgage or any original intervening
assignment of Mortgage was not, in accordance with clauses (I)(ii) or (vi)
above, delivered by the Seller to the Custodian contemporaneously with the
execution and delivery of this Agreement, the Seller will deliver or cause to be
delivered the originals or certified copies of such documents to the Custodian
promptly upon receipt thereof.
Upon sale of the Mortgage Loans, the ownership of each Mortgage Note,
each related Mortgage and the contents of the related Mortgage File shall be
vested in the Purchaser and the ownership of all records and documents with
respect to the Mortgage Loans that are prepared by or that come into the
possession of the Seller as seller of the Mortgage Loans hereunder or in its
capacity as Servicer under the Servicing Agreement shall immediately vest in the
Purchaser, and shall be retained and maintained in trust by the Seller or the
Servicer at the will of the Purchaser, in such custodial capacity only. In the
event that any original document held by the Seller hereunder in its capacity as
Servicer is required pursuant to the terms of this Section to be part of a
Mortgage File, such document shall be delivered promptly to the Custodian. The
Seller's records will accurately reflect the sale of each Mortgage Loan to the
Purchaser.
The Purchaser hereby acknowledges its acceptance of all right, title and
interest to the property conveyed to it pursuant to this Section 2.1.
(d) The parties hereto intend that the transactions set forth herein constitute
a sale by the Seller to the Purchaser of all the Seller's right, title and
interest in and to the Mortgage Loans and other property as and to the extent
described above. In the event the transactions set forth herein are deemed not
to be a sale, the Seller hereby grants to the Purchaser a security interest in
all of the Seller's right, title and interest in, to and under all accounts,
chattel papers, general intangibles, contract rights, certificates of deposit,
deposit accounts, instruments, documents, letters of credit, money, advices of
credit, investment property, goods and other property consisting of, arising
under or related to the Mortgage Loans and such other property, to secure all of
the Seller's obligations hereunder, and this Agreement shall and hereby does
constitute a security agreement under applicable law. The Seller agrees to take
or cause to be taken such actions and to execute such documents, including
without limitation the filing of any continuation statements with respect to the
UCC-1 financing statements filed with respect to the Mortgage Loans by the
Purchaser on the Closing Date, and any amendments thereto required to reflect a
change in the name or corporate structure of the Seller or the filing of any
additional UCC-1 financing statements due to the change in the principal office
or jurisdiction of incorporation of the Seller, as are necessary to perfect and
protect the Purchaser's or its assignees' interests in each Mortgage Loan and
the proceeds thereof. The Servicer shall file any such continuation statements
on a timely basis.
Section 2.2 [Reserved].
Section 2.3 Payment of Purchase Price.
(a) The sale of the Mortgage Loans shall take place on the Closing Date, subject
to and simultaneously with the deposit of the Mortgage Loans into the Trust
Estate and the issuance of the Securities. The purchase price (the "Purchase
Price") for the Mortgage Loans to be paid by the Purchaser to the Seller on the
Closing Date shall be an amount equal to $235,617,124.00 in immediately
available funds, together with the Certificates, in respect of the Cut-Off Date
Principal Balances thereof.
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(b) In consideration of the sale of the Mortgage Loans by the Seller to the
Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the
Closing Date by wire transfer of immediately available funds to a bank account
designated by the Seller, the amount specified above in paragraph (a) for each
Mortgage Loan; provided, that such payment may be on a net funding basis if
agreed by the Seller and the Purchaser.
ARTICLE III
REPRESENTATIONS AND WARRANTIES;
REMEDIES FOR BREACH
Section 3.1 Seller Representations and Warranties. The Seller represents and
warrants to the Purchaser, as of the Closing Date (or if otherwise specified
below, as of the date so specified):
(a) As to the Seller:
(i) The Seller is a corporation 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) The Seller has the power and authority to make, execute, deliver and
perform its obligations under this Agreement and all of the transactions
contemplated under this Agreement, and has taken all necessary corporate action
to authorize the execution, delivery and performance of this Agreement;
(iii) The Seller is not required to obtain the consent of any other Person or
any consents, licenses, approvals or authorizations from, or registrations or
declarations with, any governmental authority, bureau or agency in connection
with the execution, delivery, performance, validity or enforceability of this
Agreement, except for such consents, licenses, approvals or authorizations, or
registrations or declarations, as shall have been obtained or filed, as the case
may be;
(iv) The execution and delivery of this Agreement by the Seller and its
performance and compliance with the terms of this Agreement will not violate the
Seller's Certificate of Incorporation or Bylaws or constitute a material default
(or an event which, with notice or lapse of time, or both, would constitute a
material default) under, or result in the material breach of, any material
contract, agreement or other instrument to which the Seller is a party or which
may be applicable to the Seller or any of its assets;
(v) No litigation before any court, tribunal or governmental body is currently
pending, or to the knowledge of the Seller threatened, against the Seller or
with respect to this Agreement that in the opinion of the Seller has a
reasonable likelihood of resulting in a material adverse effect on the
transactions contemplated by this Agreement;
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(vi) [Reserved];
(vii) This Agreement constitutes a legal, valid and binding obligation of the
Seller, enforceable against the Seller in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
affecting the enforcement of creditors' rights in general and except as such
enforceability may be limited by general principles of equity (whether
considered in a proceeding at law or in equity) or by public policy with respect
to indemnification under applicable securities laws;
(viii) This Agreement constitutes a valid transfer and assignment to the
Purchaser of all right, title and interest of the Seller in and to the Mortgage
Loans, including the Cut-Off Date Principal Balances with respect to the
Mortgage Loans, all monies due or to become due with respect thereto, and all
proceeds of such Cut-Off Date Principal Balances with respect to the Mortgage
Loans; and
(ix) The Seller 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 the
Seller or its properties or might have consequences that would materially
adversely affect its performance hereunder;
(b) As to each Mortgage Loan as of the Closing Date (except as otherwise
specified below):
(i) The information set forth in the Mortgage Loan Schedule with respect to each
Mortgage Loan or the Mortgage Loans is true and correct in all material respects
as of the date or dates respecting which such information is initially
furnished;
(ii) The Cut-Off Date Principal Balances have not been assigned or pledged, the
Seller has good title thereto and the Seller is the sole owner and holder of
such Cut-Off Date Principal Balances free and clear of any and all liens,
encumbrances, pledges, security interests 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;
(iii) (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 the Seller has good title thereto and (C) the Seller is the sole owner
and holder of the Mortgage Loan free and clear of any and all liens,
encumbrances, pledges, or security interests 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;
(iv) To the best of the Seller's knowledge, there is no valid offset, defense or
counterclaim of any obligor under any Mortgage Note or Mortgage;
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(v) To the best of the Seller'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 the Seller'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 the Seller's knowledge, there are no mechanics' or similar
liens or claims which have been filed for work, labor or material affecting the
related Mortgaged Property which are, or may be liens prior 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, not more than 1.45%, 0.11% and 0.76%,
respectively, of the Mortgage Loans in Loan Group I, by Cut-Off Date Principal
Balance (i) are 30 to 59 days, (ii) 60-89 days, or (iii) over 90 days delinquent
in payment of principal or interest. Except for 0.44% of the Mortgage Loans in
Loan Group II by Cut-Off Date Principal Balance which are delinquent in payment
of principal and interest as of the Cut-Off Date, no Mortgage Loan in Loan Group
II is delinquent in the payment of principal and interest as of the Cut-Off
Date.
(ix) Except for any Missing Documents, for each Mortgage Loan, the related
Mortgage File contains or will contain, in accordance with Section 2.1(c), each
of the documents and instruments specified to be included therein;
(x) To the best of the Seller's knowledge, 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;
(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, no more than approximately 13.09%, 11.90% and
10.20% of the Mortgage Loans in Loan Group I, by Cut-Off Date Principal Balance
of the Group I Loans, are secured by Mortgaged Properties located in California,
Michigan and New York, respectively, and no more than approximately 25.51%,
16.38% and 6.14% of the Mortgage Loans in Loan Group II, by Cut-Off Date
Principal Balance of the Group II Loans, are secured by Mortgaged Properties
located in California, Michigan and New York, respectively;
(xiv) As of the Cut-Off Date, the LTV Ratio for each Mortgage Loan was not in
excess of 124.29%;
(xv) The Seller has not transferred the Mortgage Loans to the Purchaser with any
intent to hinder, delay or defraud any of its creditors;
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(xvi) 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;
(xvii) To the best knowledge of the Seller, the physical property subject to
each Mortgage is free of material damage and is in acceptable repair;
(xviii) The Seller has not received a notice of default of any mortgage loan
related to a Mortgaged Property which has not been cured by a party other than
the Servicer;
(xix) As of the Cut-Off Date, not more than 3.00% (by Cut-Off Date Principal
Balance) of the Mortgage Loans are "high cost loans", subject to the Home
Ownership and Equity Protection Act of 1994;
(xx) None of the Mortgage Loans is a reverse mortgage loan;
(xxi) No Mortgage Loan has an original term to maturity in excess of 484 months
or a maturity date later than March 1, 2031;
(xxii) As of the Cut-Off Date, approximately 59.97% of the Mortgage Loans by
Cut-Off Date Principal Balance are fixed rate and approximately 40.03% of the
Mortgage Loans by Cut-Off Date Principal Balance are adjustable rate. As of the
Cut-Off Date, the Loan Rates on the Mortgage Loans in Loan Group I range between
3.000% per annum and 18.000% per annum and the Loan Rates on Mortgage Loans in
Loan Group II range between 6.000% per annum and 11.875% per annum. The weighted
average remaining term to stated maturity of the Mortgage Loans in Loan Group I
as of the Cut-Off Date is approximately 346 months and the weighted average
remaining term to stated maturity of the Mortgage Loans in Loan Group II as of
the Cut-Off Date is approximately 353 months;
(xxiii) (A) Each Mortgaged Property consists of a single parcel of real property
with a single family or an individual condominium unit; (B) with respect to the
Mortgage Loans in Loan Group I (a) approximately 10.57% (by Cut-Off Date
Principal Balance of the Group I Loans) are secured by real property improved by
individual condominium units, (b) approximately 78.89% (by Cut-Off Date
Principal Balance of the Group I Loans) are secured by real property with a
single family residence erected thereon, and (c) 9.14% (by Cut-Off Date
Principal Balance of the Group I Loans) are secured by two to four-family
properties; and (C) with respect to the Mortgage Loans in Loan Group II (a)
approximately 8.37% (by Cut-Off Date Principal Balance of the Group II Loans)
are secured by real property improved by individual condominium units, (b)
approximately 84.42% (by Cut-Off Date Principal Balance of the Group II Loans)
are secured by real property with a single family residence erected thereon, and
(c) 1.92% (by Cut-Off Date Principal Balance of the Group II Loans) are secured
by two to four-family properties;
(xxiv) As of the Cut-Off Date no Mortgage Loan in Loan Group I had a principal
balance in excess of $417,036.86 and no Mortgage Loan in Loan Group II had a
principal balance in excess of $2,081,816.51;
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(xxv) As of the Cut-Off Date, the percentage of Mortgage Loans that are balloon
loans is not in excess of 0.50%;
(xxvi) Intentionally Omitted;
(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 the Seller'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 the Seller
involved in originating or servicing the related Mortgage Loan;
(xxviii) No instrument of release or waiver has been executed by the Seller or,
to the best knowledge of the Seller, by any other person, in connection with the
Mortgage Loans, and no Mortgagor has been released by the Seller or, to the best
knowledge of the Seller, in whole or in part from its obligations in connection
therewith;
(xxix) The original Mortgage creates a first lien on an estate in fee simple or
a leasehold interest in real property securing the related Mortgage Note, free
and clear of all adverse claims, liens and encumbrances having priority over the
first lien of the Mortgage subject only to (1) the lien of non-delinquent
current real property taxes and assessments not yet due and payable, (2)
covenants, conditions and restrictions, rights of way, easements and other
matters of public record as of the date of recording which are acceptable to
mortgage lending institutions generally, and (3) other matters to which like
properties are commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the Mortgage or the use,
enjoyment, value or marketability of the related Mortgaged Property;
(xxx) Any and all requirements of any federal, state or local law including,
without limitation, usury, truth-in-lending, real estate settlement procedures,
consumer credit protection, equal credit opportunity or disclosure laws
applicable to the Mortgage Loan have been complied with in all material
respects;
(xxxi) 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;
(xxxii) Assuming no prepayments, delinquencies or losses on the Mortgage Loans,
the aggregate amount of principal that will be outstanding upon the final
maturity of the Mortgage Loans that (1) result from Monthly Payments being
insufficient to fully amortize the Mortgage Loans that are not balloon loans or
(2) had Monthly Payments applied in a manner that reduced the rate of principal
amortization will not exceed $100,000.00;
(xxxiii) The Mortgage Loan is covered by an ALTA lender's title insurance policy
or other generally acceptable form of policy of insurance, with all necessary
endorsements, issued by a title insurer qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject to the
exceptions contained in clause (xxix) (1), (2) and (3) above) the Seller, its
successors and assigns, as to the first priority lien of the Mortgage in the
11
original principal amount of the Mortgage Loan. Such title insurance policy
affirmatively insures ingress and egress and against encroachments by or upon
the Mortgaged Property or any interest therein. The Seller is the sole insured
of such lender's title insurance policy, such title insurance policy has been
duly and validly endorsed to the Purchaser or the assignment to the Purchaser of
the Seller's interest therein does not require the consent of or notification to
the insurer and such lender's title insurance policy is in full force and effect
and will be in full force and effect upon the consummation of the transactions
contemplated by this Agreement. No claims have been made under such lender's
title insurance policy, and no prior holder of the related Mortgage has done, by
act or omission, anything which would impair the coverage of such lender's title
insurance policy;
(xxxiv) If any of the Mortgage Loans are secured by a leasehold interest the
remaining term of the lease does not terminate less than ten years after the
maturity date of such Mortgage Loan;
(xxxv) To the best of the Seller's knowledge, any escrow arrangements
established with respect to any Mortgage Loan are in compliance with all
applicable local, state and federal laws and are in compliance with the terms of
the Mortgage Note;
(xxxvi) If required by the applicable processing style and except for any
Missing Documents, the Mortgage File contains an appraisal of the related
Mortgaged Property made and signed prior to the final approval of the mortgage
loan application by an appraiser who meets the minimum qualifications for
appraisers as specified by the Seller's underwriting standards;
(xxxvii) To the best of the Seller's knowledge, if the Mortgage constitutes a
deed of trust, a trustee, duly qualified if required under applicable law to act
as such, has been properly designated and currently so serves and is named in
the Mortgage, and no fees or expenses are or will become payable by the
Purchaser to the trustee under the deed of trust, except in connection with a
trustee's sale or attempted sale after default by the Mortgagor;
(xxxviii) The related Mortgage contains enforceable provisions such as to render
the rights and remedies of the holder thereof adequate for the realization
against the Mortgaged Property of the benefits of the security provided thereby,
including, (1) in the case of a Mortgage designated as a deed of trust, by
trustee's sale, and (2) otherwise by judicial foreclosure. To the Seller's
knowledge, there is no homestead or other exemption available to the Mortgagor
which would interfere with the right to sell the Mortgaged Property at a
trustee's sale or the right to foreclose the Mortgage;
(xxxix) If the Mortgaged Property is located in an area identified by the
Federal Emergency Management Agency as having special flood hazards under the
Flood Disaster Protection Act of 1973, as amended, such Mortgaged Property is
covered by flood insurance by a generally acceptable insurer in an amount not
less than the requirements of Xxxxxx Xxx and Xxxxxxx Mac;
12
(xl) (1) The proceeds of each Mortgage Loan have been fully disbursed and (2) to
the best of the Seller's knowledge, there is no requirement for future advances
thereunder and any and all requirements as to completion of any on-site or
off-site improvements and as to disbursements of any escrow funds thereof
(including and escrow funds held to make Monthly Payments pending completion of
such improvements) have been complied with. All fees and expenses incurred in
making, closing or recording the Mortgagee Loans were paid;
(xli) No Mortgage Loan provides for payments that are subject to reduction by
withholding taxes levied by foreign (non-United States) sovereign government;
(xlii) Each Mortgage Loan is covered by a standard hazard insurance policy; and
(xliii) With respect to a Mortgage Loan that is a Cooperative Mortgage Loan, the
Cooperative Stock that is pledged as security for the Mortgage Loan is held by a
person as a tenant-stockholder (as defined in Section 216 of the Code) in a
cooperative housing corporation (as defined in Section 216 of the Code).
Upon discovery by the Seller or upon notice from the Purchaser,
the Credit Enhancer, the Issuer, the Owner Trustee, the Indenture Trustee or the
Custodian, as applicable, of a breach of any representation or warranty in
paragraph (a) above that materially and adversely affects the interests of the
Securityholders or the Credit Enhancer, as applicable, in any Mortgage Loan, the
Seller shall, within 90 days of its discovery or its receipt of notice of such
breach, either (i) cure such breach in all material respects or (ii) to the
extent that such breach is with respect to a Mortgage Loan or a Related
Document, either (A) repurchase such Mortgage Loan from the Issuer at the
Repurchase Price, or (B) substitute one or more Eligible Substitute Loans for
such Mortgage Loan, in each case in the manner and subject to the conditions and
limitations set forth below.
Upon discovery by the Seller or upon notice from the Purchaser, the
Credit Enhancer, the Issuer, the Owner Trustee, the Indenture Trustee or the
Custodian, as applicable, of a breach of any representation or warranty in this
paragraph (b) 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 Credit Enhancer or the Purchaser in such Mortgage Loan
(notice of which shall be given to the Purchaser by the Seller, if it discovers
the same), notwithstanding the Seller's lack of knowledge with respect to the
substance of such representation and warranty, the Seller shall, within 90 days
after the earlier of its discovery or receipt of notice thereof, 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. The Repurchase
Price for any such Mortgage Loan repurchased by the Seller shall be deposited or
caused to be deposited by the Servicer into the Custodial Account.
In the event that the Seller elects to substitute an Eligible Substitute
Loan or Loans for a Deleted Loan pursuant to this Section 3.1, the Seller shall
deliver to the Custodian on behalf of the Issuer, with respect to such Eligible
Substitute Loan or Loans, the original Mortgage Note and all other documents and
agreements as are required by Section 2.1(c), with the Mortgage Note endorsed as
13
required by Section 2.1(c). No substitution will be made in any calendar month
after the Determination Date for such month. Monthly Payments due with respect
to Eligible Substitute Loans in the month of substitution shall not be part of
the Trust Estate and will be retained by the Servicer and remitted by the
Servicer to the Seller on the next succeeding Payment Date, provided that a
payment equal to the applicable Monthly Payment for such month in respect of the
Deleted Loan has been received by the Issuer. For the month of substitution,
distributions to the Note Payment Account pursuant to the Servicing Agreement
will include the Monthly Payment due on a Deleted Loan for such month and
thereafter the Seller shall be entitled to retain all amounts received in
respect of such Deleted Loan. The Servicer shall amend or cause to be amended
the Mortgage Loan Schedule to reflect the removal of such Deleted Loan and the
substitution of the Eligible Substitute Loan or Loans and the Servicer shall
deliver the amended Mortgage Loan Schedule to the Owner Trustee, the Indenture
Trustee and the Credit 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, the Seller shall be deemed to have made the
representations and warranties with respect to the Eligible Substitute Loan
contained herein set forth in Section 3.1(b) as of the date of substitution and
a representation and warranty that each Mortgage Loan so substituted is an
Eligible Substitute Loan as of the date of substitution, and the Seller shall be
obligated to repurchase or substitute for any Eligible Substitute Loan as to
which a Repurchase Event has occurred as provided herein. In connection with the
substitution of one or more Eligible Substitute Loans for one or more Deleted
Loans, the Servicer shall determine the amount (such amount, a "Substitution
Adjustment Amount"), if any, by which the aggregate principal balance of all
such Eligible Substitute Loans as of the date of substitution is less than the
aggregate principal balance of all such Deleted Loans (after application of the
principal portion of the Monthly Payments due in the month of substitution that
are to be distributed to the Note Payment Account in the month of substitution).
The Seller shall deposit the amount of such shortfall into the Custodial Account
on the date of substitution, without any reimbursement therefor.
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 release to the Seller the related Mortgage File for
the Mortgage Loan being repurchased or substituted for and the Indenture Trustee
on behalf of the Issuer shall execute and deliver such instruments of transfer
or assignment prepared by the Servicer, in each case without recourse, as shall
be necessary to vest in the Seller or its designee such Mortgage Loan released
pursuant hereto and thereafter such Mortgage Loan shall not be an asset of the
Issuer.
It is understood and agreed that the obligation of the Seller to cure
any breach, or to repurchase or substitute for any Mortgage Loan as to which
such a breach has occurred and is continuing, shall constitute the sole remedy
respecting such breach available to the Purchaser, the Issuer, the
Certificateholders (or the Owner Trustee on behalf of the Certificateholders)
and the Noteholders (or the Indenture Trustee on behalf of the Noteholders)
against the Seller.
14
It is understood and agreed that the representations and warranties set
forth in this Section 3.1 shall survive delivery of the respective Mortgage
Files to the Issuer or the Custodian.
15
ARTICLE IV
SELLER'S COVENANTS
Section 4.1 Covenants of the Seller. The Seller hereby covenants that, except
for the transfer hereunder, the Seller will not sell, pledge, assign or transfer
to any other Person, or grant, create, incur or assume any Lien on any Mortgage
Loan, or any interest therein. The Seller shall notify the Issuer (in the case
of the Mortgage Loans, as assignee of the Purchaser), of the existence of any
Lien (other than as provided above) on any Mortgage Loan immediately upon
discovery thereof; and the Seller shall defend the right, title and interest of
the Issuer (in the case of the Mortgage Loans, as assignee of the Purchaser) in,
to and under the Mortgage Loans against all claims of third parties claiming
through or under the Seller; provided, however, that nothing in this Section 4.1
shall be deemed to apply to any Liens for municipal or other local taxes and
other governmental charges if such taxes or governmental charges shall not at
the time be due and payable or if the Seller shall currently be contesting the
validity thereof in good faith by appropriate Proceedings.
ARTICLE V
SERVICING
Section 5.1 Servicing. The Seller shall service the Mortgage Loans pursuant to
the terms and conditions of the Servicing Agreement and generally accepted
servicing standards and shall service the Mortgage Loans directly or through one
or more sub-servicers in accordance therewith.
ARTICLE VI
INDEMNIFICATION BY THE SELLER
WITH RESPECT TO THE MORTGAGE LOANS
Section 6.1 Limitation on Liability of the Seller. None of the directors,
officers, employees or agents of the Seller shall be under any liability to the
Purchaser, it being expressly understood that all such liability is expressly
waived and released as a condition of, and as consideration for, the execution
of this Agreement. Except as and to the extent expressly provided in the
Servicing Agreement, the Seller shall not be under any liability to the Issuer,
the Owner Trustee, the Indenture Trustee or the Securityholders. The Seller and
any director, officer, employee or agent of the Seller 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.
16
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 Credit
Enhancer (which consent shall not be unreasonably withheld).
Section 8.2 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND 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 8.3 Notices. All demands, notices and communications hereunder shall be
in writing and shall be deemed to have been duly given if personally delivered
at or mailed by registered mail, postage prepaid, addressed as follows:
(i) if to the Seller:
GMAC Mortgage Corporation
000 Xxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxx Xxxx, Senior Vice President
Re: GMACM Mortgage Loan Trust 2001-GH1;
(ii) if to the Purchaser:
Residential Asset Mortgage Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention:President
Re: GMACM Mortgage Loan Trust 2001-GH1;
(iii) if to the Indenture Trustee:
Xxxxx Fargo Bank Minnesota, N.A.
00000 Xxxxxx Xxxx Xxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: GMACM Mortgage Loan Trust 2001-GH1;
17
(iv) if to the Issuer:
c/o Wilmington Trust Company, as Owner Trustee
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Re: GMACM Mortgage Loan Trust 2001-GH1; or
(v) if to the Credit Enhancer:
Ambac Assurance Corporation
Xxx Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:Consumer Asset-Backed Securities Group
Re: GMACM Mortgage Loan Trust 2001-GH1;
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 the Seller shall be rendered as an independent contractor and
not as agent for the Purchaser.
Section 8.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when so executed, shall be deemed to be an original
and such counterparts, together, shall constitute one and the same agreement.
Section 8.7 Further Agreements. The parties hereto each agree to execute and
deliver to the other such additional documents, instruments or agreements as may
be necessary or appropriate to effectuate the purposes of this Agreement.
Section 8.8 Intention of the Parties. It is the intention of the parties hereto
that the Purchaser will be purchasing on the Closing Date, and the Seller will
be selling on the Closing Date, the Mortgage Loans, rather than the Purchaser
providing a loan to the Seller secured by the Mortgage Loans on the Closing
Date. Accordingly, the parties hereto each intend to treat this transaction for
federal income tax purposes as a sale by the Seller, and a purchase by the
Purchaser, of the Mortgage Loans on the Closing Date. The Purchaser and the
Issuer shall each have the right to review the Mortgage Loans and the Related
Documents to determine the characteristics of the Mortgage Loans which will
affect the federal income tax consequences of owning the Mortgage Loans, and the
Seller shall cooperate with all reasonable requests made by the Purchaser or the
Issuer in the course of such review.
18
Section 8.9 Successors and Assigns; Assignment of this Agreement.
(a) This Agreement shall bind and inure to the benefit of and be enforceable by
the parties hereto and their respective permitted successors and assigns. The
obligations of the Seller under this Agreement cannot be assigned or delegated
to a third party without the consent of the Credit Enhancer and the Purchaser,
which consent shall be at the Purchaser's sole discretion; provided, that the
Seller may assign its obligations hereunder to any Affiliate of the Seller, to
any Person succeeding to the business of the Seller, to any Person into which
the Seller is merged and to any Person resulting from any merger, conversion or
consolidation to which the Seller is a party. The parties hereto acknowledge
that the Purchaser is acquiring the Mortgage Loans for the purpose of
contributing them to the GMACM Mortgage Loan Trust 2001-GH1.
(b) As an inducement to the Purchaser and the Issuer to purchase the Mortgage
Loans, the Seller acknowledges and consents to (i) the assignment by the
Purchaser to the Issuer of all of the Purchaser's rights against the Seller
pursuant to this Agreement insofar as such rights relate to the Mortgage Loans
transferred to the Issuer and to the enforcement or exercise of any right or
remedy against the Seller pursuant to this Agreement by the Issuer, (ii) the
enforcement or exercise of any right or remedy against the Seller pursuant to
this Agreement by or on behalf of the Issuer and (iii) the Issuer's pledge of
its interest in this Agreement to the Indenture Trustee and the enforcement by
the Indenture Trustee of any such right or remedy against the Seller following
an Event of Default under the Indenture. Such enforcement of a right or remedy
by the Issuer, the Owner Trustee, the Credit 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 the
Seller and the provisions of Article VI hereof shall survive the purchase of the
Mortgage Loans hereunder.
Section 8.11 Third Party Beneficiary. The Credit Enhancer shall be a third party
beneficiary hereof and shall be entitled to enforce the provisions of this
Agreement as if a party hereto.
19
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: /s/ Xxxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
GMAC MORTGAGE CORPORATION,
as Seller
By: /s/ Xxxxxx X. X'Xxxx
---------------------------------------
Name: Xxxxxx X. X'Xxxx
Title: Senior Vice President
GMACM MORTGAGE LOAN TRUST 2001-GH1, as Issuer
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as
Owner Trustee
By: /s/Xxxxxx X. XxxXxxxxx
---------------------------------------
Name: Xxxxxx X. XxxXxxxxx
Title: Vice President
XXXXX FARGO BANK MINNESOTA, N.A., as Indenture
Trustee
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Vice President
20
EXHIBIT 1
MORTGAGE LOAN SCHEDULE
[See Attached]
EXHIBIT 2
MORTGAGE FILES WITH MISSING DOCUMENTS
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS...............................................................1
Section 1.1 Definitions...........................................................1
Section 1.2 Other Definitional Provisions.........................................2
ARTICLE II SALE OF MORTGAGE LOANS AND RELATED PROVISIONS.............................2
Section 2.1 Sale of Mortgage Loans................................................2
Section 2.2 [Reserved]............................................................5
Section 2.3 Payment of Purchase Price.............................................8
ARTICLE III REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH.......................9
Section 3.1 Seller Representations and Warranties.................................9
ARTICLE IV SELLER'S COVENANTS.......................................................16
Section 4.1 Covenants of the Seller..............................................16
ARTICLE V SERVICING................................................................16
Section 5.1 Servicing............................................................16
ARTICLE VI INDEMNIFICATION BY THE SELLER WITH RESPECT TO THE MORTGAGE LOANS.........16
Section 6.1 Indemnification with Respect to the Mortgage Loans...................16
Section 6.2 Limitation on Liability of the Seller................................16
ARTICLE VII TERMINATION..............................................................17
Section 7.1 Termination..........................................................17
ARTICLE VIII MISCELLANEOUS PROVISIONS.................................................17
Section 8.1 Amendment............................................................17
Section 8.2 GOVERNING LAW........................................................17
Section 8.3 Notices..............................................................17
Section 8.4 Severability of Provisions...........................................18
Section 8.5 Relationship of Parties..............................................18
Section 8.6 Counterparts.........................................................18
Section 8.7 Further Agreements...................................................18
Section 8.8 Intention of the Parties.............................................18
Section 8.9 Successors and Assigns; Assignment of This Agreement.................19
Section 8.10 Survival.............................................................19
Section 8.11 Third Party Beneficiary..............................................20
i
EXHIBIT 1 MORTGAGE LOAN SCHEDULE - (See Servicing Agreement)
EXHIBIT 2 MORTGAGE FILES WITH MISSING DOCUMENTS (With Seller/Servicer)
