EXECUTION COPY
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
as Purchaser,
GMAC MORTGAGE CORPORATION,
as Seller and Servicer,
WALNUT GROVE MORTGAGE LOAN TRUST 2003-A,
as Seller,
GMACM HOME LOAN TRUST 2006-HLTV1,
as Issuer,
and
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as Indenture Trustee
____________________________________________
HOME LOAN PURCHASE AGREEMENT
____________________________________________
Dated as of March 30, 2006
TABLE OF CONTENTS
PAGE
ARTICLE I DEFINITIONS...............................................................2
Section 1.1 Definitions.......................................................2
Section 1.2 Other Definitional Provisions.....................................2
ARTICLE II SALE OF HOME LOANS AND RELATED PROVISIONS.................................3
Section 2.1 Sale of Home Loans................................................3
Section 2.2 [Reserved]........................................................5
Section 2.3 Payment of Purchase Price.........................................5
ARTICLE III REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH.......................6
Section 3.1 Representations and Warranties....................................6
ARTICLE IV SELLERS' COVENANTS.......................................................15
Section 4.1 Covenants of the Sellers.........................................15
ARTICLE V SERVICING................................................................16
Section 5.1 Servicing........................................................16
ARTICLE VI INDEMNIFICATION BY THE SELLERS WITH RESPECT TO THE HOME LOANS............16
Section 6.1 Limitation on Liability of the Sellers...........................16
ARTICLE VII TERMINATION..............................................................16
Section 7.1 Termination......................................................16
ARTICLE VIII MISCELLANEOUS PROVISIONS.................................................16
Section 8.1 Amendment........................................................16
Section 8.2 GOVERNING LAW....................................................16
Section 8.3 Notices..........................................................16
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.............18
Section 8.10 Survival.........................................................19
Section 8.11 Third Party Beneficiary..........................................19
This Home Loan Purchase Agreement (the "Agreement"), dated as of March 30, 2006, is
made among GMAC Mortgage Corporation, as seller ("GMACM") and as servicer (in such capacity,
the "Servicer"), Walnut Grove Mortgage Loan Trust 2003-A, as seller ("WG Trust" and,
together with GMACM, each a "Seller" and collectively, the "Sellers"), Residential Asset
Mortgage Products, Inc., as purchaser (the "Purchaser"), GMACM Home Loan Trust 2006-HLTV1,
as issuer (the "Issuer"), JPMorgan Chase Bank, National Association, as indenture trustee
(the "Indenture Trustee").
WITNESSETH:
WHEREAS, GMACM, in the ordinary course of its business acquires and originates
mortgage loans and acquired or originated all of the mortgage loans listed on the Home Loan
Schedule attached as Exhibit 1 hereto (the "Home Loans");
WHEREAS, GMACM sold a portion of the Home Loans (the "WG Trust Home Loans") to Walnut
Grove Funding, Inc ("Walnut Grove"), pursuant to a Mortgage Loan Purchase Agreement (the
"Walnut Grove Purchase Agreement"), dated as of January 31, 2003 (the date of such sale, the
"Prior Transfer Date") among Walnut Grove, as purchaser, GMACM, as seller, WG Trust, as
Issuer and Bank One, National Association, as trustee;
WHEREAS, Walnut Grove sold the WG Trust Home Loans to WG Trust 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 Home Loans identified on the Home Loan Schedule -A attached as Exhibit 1
hereto (the "GMACM Home 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 Home Loans;
WHEREAS, WG Trust owns the Cut-Off Date Principal Balances and the Related Documents
for the WG Trust Home Loans identified on the Home Loan Schedule-B attached as Exhibit 1-B
hereto (the "WG Trust Home 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 WG Trust Home Loans;
WHEREAS, the parties hereto desire that: (i) GMACM sell the Cut-Off Date Principal
Balances of the GMACM Home Loans to the Purchaser on the Closing Date pursuant to the terms
of this Agreement together with the Related Documents, (ii) WG Trust sell the Cut-Off Date
Principal Balances of the WG Trust Home Loans to the Purchaser on the Closing Date pursuant
to the terms of this Agreement together with the Related Documents, and (iii) the related
Seller and GMACM make certain representations and warranties on the Closing Date;
WHEREAS, pursuant to the Trust Agreement, the Purchaser will sell the Home 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 Home 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 30, 2006 (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 HOME LOANS AND RELATED PROVISIONS
Section 2.1 Sale of Home 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 Home Loans
(including the Cut-Off Date Principal Balances of the GMACM Home Loans), all interest
accruing thereon, all monies due or to become due thereon, and all collections in respect
thereof received on or after the Cut-Off Date (other than interest thereon in respect of any
period prior to the Cut-Off Date); (ii) the interest of GMACM in any insurance policies in
respect of the GMACM Home Loans; and (iii) all proceeds of the foregoing.
(b) WG Trust, 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 Home
Loans (including the Cut-Off Date Principal Balances of the WG Home 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's interest in any
insurance policies in respect of the WG Trust Home Loans; and (iii) all proceeds of the
foregoing.
(c) In connection with the conveyance by GMACM of the GMACM Home Loans, GMACM further
agrees, at its own expense, on or prior to the Closing Date with respect to the Principal
Balances of the GMACM Home Loans, to indicate in its books and records that the GMACM Home
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 Home Loans sold by GMACM specifying for each
Home Loan (i) its account number and (ii) its Cut-Off Date Principal Balance. The Home Loan
Schedule indicating such information with respect to the Home 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.
(d) In connection with the conveyance by WG Trust of the WG Trust Home 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 Home Loans, to indicate in its books and records that
the respective WG Trust Home Loans have been sold to the Purchaser pursuant to this
Agreement. GMACM, as Servicer of the Home Loans sold by WG Trust, agrees to deliver to the
Purchaser true and complete lists of all of the Home Loans sold by each Seller specifying
for each Home Loan (i) its account number and (ii) its Cut-Off Date Principal Balance. The
Home Loan Schedule indicating such information with respect to the Home Loans sold by WG
Trust shall be marked as Exhibit 1-B to this Agreement and is hereby incorporated into and
made a part of this Agreement.
(e) In connection with the conveyance by GMACM of the GMACM Home Loans and the conveyance
by WG Trust of the WG Trust Home Loans, GMACM shall, (A) with respect to each related Home
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 a Home 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 GMAC
Bank) or, with respect to any Home 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 Home Loan, or the interests of
the Indenture Trustee (as pledgee of the Home Loans), the Noteholders, the
Certificateholders or the Credit Enhancer in such Home 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 Home 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 Home Loans,
provided that a Seller shall have the option to substitute an Eligible Substitute Home Loan
or Loans for such Home 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
Home Loan, or the interests of the Indenture Trustee (as pledgee of the Home Loans), the
Noteholders, the Certificateholders or the Credit Enhancer in such Home 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 Home 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 Home Loans,
provided that a Seller shall have the option to substitute an Eligible Substitute Home Loan
or Loans for such Home Loan only if such substitution occurs within two years following the
Closing Date.
Upon sale of the Home 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 Home Loans that are prepared
by or that come into the possession of any Seller, as a seller of the Home 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 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 Home 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.
(f) 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 Home 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, 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 Home 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 without limitation
the filing of any continuation statements with respect to the UCC-1 financing statements
filed with respect to the Home 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 Home Loan and the
proceeds thereof. The Servicer shall file any such continuation statements on a timely
basis.
(g) In connection with the assignment of any Home 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 Home Loans have 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 Home 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 Home Loan and
(b) the series specific code in the field "Pool Field" which identifies the series of the
Notes issued in connection with such Home Loans. GMACM agrees that it will not alter the
codes referenced in this paragraph with respect to any Home Loan during the term of this
Agreement unless and until such Home Loan is repurchased in accordance with the terms of
this Agreement.
Section 2.2 [Reserved].
Section 2.3 Payment of Purchase Price.
(a) The sale of the Home Loans shall take place on the Closing Date, subject to and
simultaneously with the deposit of the Home Loans into the Trust Estate, and the issuance of
the Securities. The purchase price (the "Purchase Price") for the GMACM Home Loans to be
paid by the Purchaser to GMACM on the Closing Date shall be an amount equal to
$60,883,330.96 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 Home Loans
to be paid by the Purchaser to WG Trust on the Closing Date shall be an amount equal to
$168,851,493.52 in immediately available funds, in respect of the Cut-Off Date Principal
Balances thereof.
(b) In consideration of the sale of the GMACM Home 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 Home Loans; provided, that such payment may be on a net
funding basis if agreed by GMACM and the Purchaser.
(c) In consideration of the sale of the WG Trust Home Loans by WG Trust to the Purchaser
on the Closing Date, the Purchaser shall pay to WG Trust on the Closing Date by wire
transfer of immediately available funds to a bank account designated by WG Trust, the amount
specified above in paragraph (a) for the WG Trust Home Loans; provided, that such payment
may be on a net funding basis if agreed by WG Trust and the Purchaser.
ARTICLE III
REPRESENTATIONS AND WARRANTIES;
REMEDIES FOR BREACH
Section 3.1 Representations and Warranties.
(a) Representations and Warranties of GMACM. GMACM hereby represents and warrants to the
Purchaser as of the Closing Date (or if otherwise specified below, as of the date so
specified) as follows:
(i) GMACM 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 Home Loan;
(ii) GMACM has the power and authority to make, execute, deliver and perform its
obligations under this Agreement which it is a party and all of the transactions
contemplated under this Agreement, and has taken all necessary corporate action to authorize
the execution, delivery and performance of this Agreement;
(iii) GMACM is not required to obtain the consent of any other Person or any consents,
licenses, approvals or authorizations from, or registrations or declarations with, any
governmental authority, bureau or agency in connection with the execution, delivery,
performance, validity or enforceability of this Agreement, except for such consents,
licenses, approvals or authorizations, or registrations or declarations, as shall have been
obtained or filed, as the case may be;
(iv) The execution and delivery of this Agreement by GMACM and its performance and
compliance with the terms of this Agreement will not violate GMACM's Certificate of
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
that in the opinion of GMACM has a reasonable likelihood of resulting in a material adverse
effect on the transactions contemplated by this Agreement;
(vi) Reserved;
(vii) This Agreement to which it is a party, constitutes a legal, valid and binding
obligation of GMACM, enforceable against GMACM in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect affecting the enforcement of
creditors' rights in general and except as such enforceability may be limited by general
principles of equity (whether considered in a proceeding at law or in equity) or by public
policy with respect to indemnification under applicable securities laws;
(viii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all
right, title and interest of GMACM in and to the Home Loans, including the Cut-Off Date
Principal Balances with respect to the Home 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 Home Loans; 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 GMACM; 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) Representations and Warranties of GMACM with Respect to the Home Loans. As to each
Home Loan (except as otherwise specified below) as of the Closing Date:
(i) The information set forth in the Home Loan Schedule with respect to each Home Loan or
the Home Loans is true and correct in all material respects as of the date or dates
respecting which such information is initially furnished;
(ii) [Reserved];
(iii) With respect to the Home Loans: (A) the related Mortgage Note and the Mortgage have
not been assigned or pledged, except for any assignment or pledge that has been satisfied
and released, (B) immediately prior to the assignment of the Home Loans to the Purchaser,
GMACM had good title thereto and (C) GMACM is the sole owner and holder of the Home Loan
free and clear of any and all liens, encumbrances, pledges, or security interests (other
than, with respect to any Home 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 Home Loans to
sell and assign the same pursuant to this Agreement;
(iv) To the best of GMACM's knowledge, there is no valid offset, defense or counterclaim
of any obligor under any Mortgage Note or Mortgage;
(v) To the best of GMACM's knowledge, there is no delinquent recording or other tax or
fee or assessment lien against any related Mortgaged Property;
(vi) To the best of GMACM's knowledge, there is no proceeding pending or threatened for
the total or partial condemnation of the related Mortgaged Property;
(vii) To the best of GMACM's knowledge, there are no mechanics' or similar liens or claims
which have been filed for work, labor or material affecting the related Mortgaged Property
which are, or may be liens prior or equal to, or subordinate with, the lien of the related
Mortgage, except liens which are fully insured against by the title insurance policy
referred to in clause (xi);
(viii) As of the Cut-Off Date, no Home Loan was 30 days or more delinquent in payment of
principal or interest;
(ix) With respect to the Home Loans, the related Mortgage File contains or will contain,
in accordance with the definition of Mortgage File, 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);
(x) To the best of the GMACM'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 Home 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 9.74%, 8.36%, 7.81%, 7.43% and
5.69% of the Home Loans are secured by Mortgaged Properties located in Illinois, Georgia,
Ohio, North Carolina and New York, respectively;
(xiv) As of the Cut-Off Date, the Combined Loan-to-Value Ratio for each Home Loan was not
in excess of 125.00%;
(xv) Each Home Loan as of the time of its origination complied in all material respects
with all applicable local, state and federal laws, including, but not limited to, all
applicable predatory lending laws;
(xvi) GMACM has not transferred the Home Loans to the Purchaser to the Issuer with any
intent to hinder, delay or defraud any of its creditors;
(xvii) As of the Cut-Off Date, not more than 21.26% (by Cut-Off Date Principal Balance), of
the Home Loans are "High Cost Loans" or "Covered Loans," as applicable (as such terms are
defined in the then current Standard & Poor's LEVELS Glossary which is now Version 5.6(d)
Revised, Appendix E);
(xviii) 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;
(xix) To the best knowledge of GMACM, the physical property subject to each Mortgage is
free of material damage and is in acceptable repair;
(xx) 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;
(xxi) As of the Cut-Off Date, not more than 21.26% (by Cut-Off Date Principal Balance) of
the Home Loans are "high cost loans", subject to the Home Ownership and Equity Protection
Act of 1994 ("HOEPA");
(xxii) None of the Home Loans is a reverse mortgage loan;
(xxiii) No Home Loan has an original term to maturity in excess of 300 months;
(xxiv) All of the Home Loans are fixed rate and are fully amortizing. As of the Cut-off
Date, the Loan Rates on the Home Loans range between 6.000% per annum and 16.625% per
annum. As of the Cut-Off Date, the weighted average Loan Rate for the Home Loans is
approximately 12.829% per annum. The weighted average remaining term to stated maturity of
the Home Loans as of the Cut-Off Date is approximately 268 months;
(xxv) (A) Each Mortgaged Property consists of a single parcel of real property with a
single family or an individual condominium unit; (B) approximately 4.76% (by Cut-Off Date
Principal Balance) are secured by real property improved by individual condominium units,
and (C) approximately 87.79% (by Cut-Off Date Principal Balance) are secured by real
property with a single family residence erected thereon;
(xxvi) As of the Cut-Off Date no Home Loan had a principal balance in excess of $150,000;
(xxvii) Except for one Home Loan which is secured by a first lien, all of the Home Loans, by
aggregate Principal Balance as of the Cut-Off Date, are secured by second liens;
(xxviii) A policy of hazard insurance and flood insurance, if applicable, was required
from the Mortgagor for the Home Loan when the Home Loan was originated;
(xxix) 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 Home Loan;
(xxx) 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 Home 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;
(xxxi) With respect to each Home Loan secured by a second lien, either (a) no consent for
such Home 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 Home Loan was required by relevant law;
(xxxii) No proceeds from any Home Loan were used to finance single-premium credit insurance
policies;
(xxxiii) No Home Loan provides for a prepayment premium for a period in excess of five
years after the origination date;
(xxxiv) No Home Loan originated after October 1, 2002 and before March 7, 2003 is secured by
Mortgaged Property in the State of Georgia;
(xxxv) As of the Cut-Off Date, no more than approximately 5.89% of the Home 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);
(xxxvi) No more than approximately 30.95% of the Home Loans, by Cut-Off Date Principal
Balance, are secured by Mortgaged Properties which may have been appraised using the GMACM
Stated Value method;
(xxxvii) None of the Home Loans, by Cut-Off Date Principal Balance, are secured by
Mortgaged Properties which may have been appraised using a tax assessment;
(xxxviii) None of the Home 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 25.93% of the Home Loans, by Cut-Off Date Principal Balance, are secured
by Mortgaged Properties which may have been appraised using a URAR Form 1004;
(xxxix) None of the Home Loans, by Cut-Off Date Principal Balance, are secured by Mortgaged
Properties which may have been appraised using a Drive-By Form 704;
(xl) No more than approximately 31.61% of the Home Loans, by Cut-Off Date Principal
Balance, are secured by Mortgaged Properties which may have been appraised using Form 2055
(Exterior Only);
(xli) No more than approximately 5.41% of the Home Loans, by Cut-Off Date Principal
Balance, are secured by Mortgaged Properties which may have been appraised using a Form 2055
(with Interior Inspection);
(xlii) No more than approximately 0.22% of the Home Loans, by Cut-Off Date Principal
Balance, are secured by Mortgaged Properties which may have been appraised using a Form
2065.;
(xliii) As of the Cut-off Date, approximately 88.72% of the Home Loans, by Cut-off Date Loan
Balance, are REMIC Ineligible Loans;
(xliv) With respect to each Home 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 Home Loan in the event the related Mortgaged Property is
sold without the prior consent of the mortgagee thereunder; and
(xlv) GMACM used no selection procedures that identified the Home Loans as being less
desirable or valuable than other comparable mortgage loans originated or acquired by GMACM
under the GMACM Home Equity Program. The Home Loans are representative of GMACM's portfolio
of high loan-to-value mortgage loans that were originated under the GMACM Freedom Loan
Program.
(c) Representations and Warranties of WG Trust. WG Trust hereby represents and warrants
to the Purchaser, as of the Closing Date (or if otherwise specified below, as of the date so
specified) as follows:
(i) WG Trust is a Delaware statutory trust duly organized, validly existing and in good
standing under the laws of the State of Delaware;
(ii) WG Trust 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 action to authorize the execution, delivery and
performance of this Agreement;
(iii) WG Trust 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 WG Trust and its performance and
compliance with the terms of this Agreement will not violate WG Trust'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 is a party or which
may be applicable to WG Trust 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 threatened, against WG Trust or with respect to this
Agreement that in the opinion of WG Trust has a reasonable likelihood of resulting in a
material adverse effect on the transactions contemplated by this Agreement;
(vi) This Agreement to which it is a party constitutes a legal, valid and binding
obligation of WG Trust, enforceable against WG Trust 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 in and to the WG Trust Home Loans, including the
Cut-Off Date Principal Balances with respect to the WG Trust Home 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 Home Loans; and
(viii) WG Trust 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 or its properties or might have
consequences that would materially adversely affect its performance hereunder.
(d) WG Trust represents and warrants to the Purchaser, with respect to each WG Trust Home
Loan as of the Closing Date (or if otherwise specified below, as of the date so specified)
that:
(i) With respect to the WG Trust Home Loans sold by WG Trust: (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, WG Trust had good title thereto and (C) WG Trust is the
sole owner and holder of the Home Loan free and clear of any and all liens, encumbrances,
pledges, or security interests (other than, with respect to any Home 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 Home Loans, to sell and assign the same pursuant to this
Agreement;
(ii) For each WG Trust Home Loan sold by WG Trust, 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 has not transferred the WG Trust HomeLoans 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 in connection with
the WG Trust Initial Mortgage Loans, and no Mortgagor has been released by WG Trust, in
whole or in part, from its obligations in connection therewith.
(e) Remedies. Upon discovery by either Seller or GMACM 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 such Seller's or GMACM's respective representations or
warranties in paragraphs (a) or (c) above that materially and adversely affects the
interests of the Securityholders or the Credit Enhancer, as applicable, in any Home Loan,
GMACM or WG Trust, 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 Home Loan or a Related Document, either
(A) repurchase such Home Loan from the Issuer at the Repurchase Price, or (B) substitute one
or more Eligible Substitute Loans for such Home Loan, in each case in the manner and subject
to the conditions and limitations set forth below.
Upon discovery by either Seller or GMACM or upon notice from the Purchaser, the
Credit 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) above, with respect to any Home 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 Home 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,
either cure such breach or Repurchase Event in all material respects or either (i)
repurchase such Home Loan from the Issuer at the Repurchase Price, or (ii) substitute one or
more Eligible Substitute Loans for such Home Loan, in each case in the manner and subject to
the conditions set forth below. The Repurchase Price for any such Home 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 Home 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 Home 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 either 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 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 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 Home 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 Home 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, 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 (xiii),
(xiv), (xxi), (xxiv), (xxv)(B), (xxvi), (xxvii) and (xxxii) thereof and other than clauses
(iii) and (ix) thereof in the case of Eligible Substitute Loans substituted by WG Trust),
and, if the Seller is WG Trust, WG Trust shall be deemed to have made the representations
and warranties set forth in Section 3.1(d), 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
Home 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 forgoing, with respect to any Home 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, Issuing Entity, Credit 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 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 Home 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,
representation or warranty as shall be necessary to vest in such Seller or GMACM, as the
case may be, or its respective designee such Home Loan released pursuant hereto and
thereafter such Home 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 Home 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 Files 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, it will not sell, pledge, assign or transfer to any other Person, or
grant, create, incur or assume any Lien on any Home Loan, or any interest therein. Each
Seller shall notify the Issuer (as assignee of the Purchaser), of the existence of any Lien
(other than as provided above) on any Home Loan immediately upon discovery thereof; and each
Seller shall defend the right, title and interest of the Issuer (as assignee of the
Purchaser) in, to and under the Home 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
either 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 Home Loans pursuant to the terms and
conditions of the Servicing Agreement and the Program Guide and shall service the Home Loans
directly or through one or more sub-servicers in accordance therewith.
ARTICLE VI
INDEMNIFICATION BY THE SELLERS
WITH RESPECT TO THE HOME LOANS
Section 6.1 Limitation on Liability of the Sellers None of the directors, officers,
employees or agents of either GMACM or WG Trust 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, GMACM and WG
Trust shall not be under any liability to the Issuer, the Owner Trustee, the Indenture
Trustee or the Securityholders. GMACM, WG Trust and any director, officer, employee or agent
of GMACM or WG Trust, 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 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 GMACM:
GMAC Mortgage Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇, Executive Vice President
Re: GMACM Home Loan Trust 2006-HLTV1;
(ii) if to WG Trust:
Walnut Grove Mortgage Loan Trust
2003-A
c/o Wilmington Trust Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Walnut Grove Mortgage Loan
Trust 2003-A
Re: GMACM Home Loan Trust 2006-HLTV1;
(iii) if to the Purchaser:
Residential Asset Mortgage Products, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention:President
Re: GMACM Home Loan Trust 2006-HLTV1;
(iv) if to the Indenture Trustee:
JPMorgan Chase Bank, National Association
▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:Worldwide Security Services/Structured Finance Services
GMACM Home Loan Trust 2006-HLTV1;
(v) if to the Issuer:
c/o Wilmington Trust Company, as Owner Trustee
▇▇▇▇▇▇ Square North
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Re: GMACM Home Loan Trust 2006-HLTV1; or
(vi) if to the Credit Enhancer:
Financial Guaranty Insurance Company
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Re: Structured Finance Surveillance (GMACM Home Loan Trust
2006-HLTV1);
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 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 Sellers and the
Purchaser that the Purchaser will be purchasing on the Closing Date, and the Sellers will be
selling on the Closing Date, the Home Loans, rather than the Purchaser providing a loan to
the Sellers secured by the Home Loans on the Closing Date. Accordingly, the Sellers and the
Purchaser each intend to treat this transaction for federal income tax purposes as a sale by
the Sellers, and a purchase by the Purchaser, of the Home Loans on the Closing Date. The
Purchaser and the Issuer shall each have the right to review the Home Loans and the Related
Documents to determine the characteristics of the Home Loans which will affect the federal
income tax consequences of owning the Home 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 Credit Enhancer and the Purchaser, which consent shall be at the
Purchaser's sole discretion; 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 the Purchaser is acquiring the Home Loans for the purpose of contributing them to the
GMACM Home Loan Trust 2006-HLTV1.
(b) As an inducement to the Purchaser to purchase the Home Loans, each Seller
acknowledges and consents to (i) the assignment by the Purchaser to the Issuer of all of the
Purchaser's rights against each Seller pursuant to this Agreement insofar as such rights
relate to the Home Loans transferred to the Issuer and to the enforcement or exercise of any
right or remedy against either Seller pursuant to this Agreement by the Issuer, (ii) the
enforcement or exercise of any right or remedy against either 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 either 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 each Seller and
the provisions of Article VI hereof shall survive the purchase of the Home 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.
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed to this
Home 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: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
GMAC MORTGAGE CORPORATION,
as Seller and Servicer
By:
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
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:
GMACM HOME LOAN TRUST 2006-HLTV1,
as Issuer
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as
Owner Trustee
By:
Name:
Title:
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as
Indenture Trustee
By:
Name:
Title:
EXHIBIT 1
HOME LOAN SCHEDULE
[ON FILE WITH THE INDENTURE TRUSTEE]
EXHIBIT 2
[RESERVED]
EXHIBIT 3
[RESERVED]