EXHIBIT 10.1
EXECUTION COPY
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
as Purchaser,
GMAC MORTGAGE CORPORATION,
as Seller,
GMACM HOME LOAN TRUST 2000-HLTV2,
as Issuer,
and
THE BANK OF NEW YORK,
as Indenture Trustee
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HOME LOAN PURCHASE AGREEMENT
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Dated as of August 29, 2000
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This Home Loan Purchase Agreement (the "Agreement"), dated as of August
29, 2000, is made among GMAC Mortgage Corporation, as seller (the "Seller"),
Residential Asset Mortgage Products, Inc., as purchaser (the "Purchaser"), GMACM
Home Loan Trust 2000-HLTV2, as issuer (the "Issuer"), and The Bank of New York,
as indenture trustee (the "Indenture Trustee").
WITNESSETH:
WHEREAS, the Seller owns the Cut-Off Date Principal Balances and the
Related Documents for the home equity loans indicated on the Home Loan Schedule
attached as Exhibit 1 hereto (the "Initial 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 Initial
Home Loans;
WHEREAS, the parties hereto desire that the Seller (i) sell the Cut-Off
Date Principal Balances of the Initial Home Loans to the Purchaser on the
Closing Date pursuant to the terms of this Agreement together with the Related
Documents, (ii) may sell Subsequent Home Loans to the Issuer on one or more
Subsequent Transfer Dates pursuant to the terms of the related Subsequent
Transfer Agreement, and (iii) make certain representations and warranties on the
Closing Date and on each Subsequent Transfer Date;
WHEREAS, pursuant to the Trust Agreement, the Purchaser will sell the
Initial 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
August 29, 2000 (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 HOME LOANS AND RELATED PROVISIONS
Section 2.1 Sale of Initial Home 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 Initial Home 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 interest thereon in respect of any period prior to the
Cut-Off Date); (ii) the interest of the Seller in any insurance policies in
respect of the Initial Home 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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In addition, the Issuer shall deposit with the Indenture Trustee from
proceeds of the issuance of the Securities on the Closing Date (i) the Original
Pre-Funded Amount for deposit in the Pre-Funding Account and (ii) the Interest
Coverage Amount for deposit in the Capitalized Interest Account.
(b) In connection with the conveyance by the Seller of the Initial Home Loans
and any Subsequent Home Loans, the Seller further agrees, at its own expense, on
or prior to the Closing Date with respect to the Principal Balances of the
Initial Home Loans and on or prior to the related Subsequent Cut-Off Date in the
case of any Subsequent Home Loans, to indicate in its books and records that the
Initial Home Loans have been sold to the Purchaser pursuant to this Agreement,
and, in the case of the Subsequent Home Loans, to the Issuer pursuant to the
related Subsequent Transfer Agreement, and to deliver to the Purchaser true and
complete lists of all of the Home Loans specifying for each Home Loan (i) its
account number, (ii) its Cut-Off Date Principal Balance or Subsequent Cut-Off
Date Principal Balance and (iii) the Loan Group or Loan Groups to which such
Subsequent Home Loans relate. Such lists, which form part of the Home Loan
Schedule, shall be marked as Exhibit 1 to this Agreement and are hereby
incorporated into and made a part of this Agreement.
(c) In connection with the conveyance by the Seller of the Initial Home Loans
and any Subsequent Home 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 in the case of an Initial Home Loan, and, on behalf of
the Issuer, three (3) Business Days prior to the related Subsequent Transfer
Date in the case of a Subsequent Home Loan, with respect to (i) below, or within
90 days of the Closing Date or the Subsequent Transfer Date, as the case may be,
with respect to (ii) through (v) below, the following documents or instruments
with respect to each related Home Loan:
(i) the original Mortgage Note endorsed without recourse in blank (which
endorsement shall contain either an original signature or a facsimile signature
of an authorized officer of the Seller) 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;
(ii) the original Mortgage with evidence of recording thereon, or, if the
original Mortgage has not yet been returned from the public recording office, a
copy of the original Mortgage certified by the Seller that such Mortgage has
been sent for recording, or a county certified copy of such Mortgage in the
event the recording office keeps the original or if the original is lost;
(iii) assignments (which may be included in one or more blanket assignments if
permitted by applicable law) of the Mortgage in recordable form from the Seller
to "The Bank of New York, as Indenture Trustee under that certain Indenture
dated as of August 29, 2000, for GMACM Home Loan Trust 2000-HLTV2, Home
Loan-Backed Term Notes" c/o the Servicer at an address specified by the
Servicer;
(iv) originals of any intervening assignments of the Mortgage from the
originator to the Seller, with evidence of recording thereon, or, if the
original of any such intervening assignment has not yet been returned from the
public recording office, a copy of such original intervening assignment
certified by the Seller that such original intervening assignment has been sent
for recording; and
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(v) a true and correct copy of each assumption, modification, consolidation or
substitution agreement, if any, relating to such Home Loan.
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 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 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 (iv) above if the Seller has submitted such assignment
for recording pursuant to the terms of the following paragraph), the Seller
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.
In instances where an original Mortgage or any original intervening
assignment of Mortgage was not, in accordance with clauses (ii) or (iv) 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 Initial 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 Initial Home Loans that are prepared by or that come into the
possession of the Seller as seller of the Initial Home 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 Initial Home 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 Initial 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, 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,
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arising under or related to the Initial Home 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 Initial 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 the Seller or the
filing of any additional UCC-1 financing statements due to the change in the
principal office of the Seller, as are necessary to perfect and protect the
Purchaser's interests in each Initial Home Loan and the proceeds thereof.
Section 2.2 Sale of Subsequent Home Loans.
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(a) Subject to the conditions set forth in paragraphs (b) and (c) below (the
satisfaction of which (other than the conditions specified in paragraphs (b)(i),
(b)(ii), (b)(iii), (b)(vi), (b)(vii) and (c)(iii)) shall be evidenced by an
Officer's Certificate of the Seller dated the date of the related Subsequent
Transfer Date), in consideration of the Issuer's payment of the purchase price
provided for in Section 2.3 on one or more Subsequent Transfer Dates using
amounts on deposit in the Pre-Funding Account, the Seller may, on the related
Subsequent Transfer Date, sell, transfer, assign, set over and convey without
recourse to the Issuer but subject to the other terms and provisions of this
Agreement all of the right, title and interest of the Seller in and to (i)
Subsequent Home Loans identified on the related Home Loan Schedule attached to
the related Subsequent Transfer Agreement delivered by the Seller on such
Subsequent Transfer Date (ii) all money due or to become due on such Subsequent
Home Loan and after the related Subsequent Cut-Off Date and (iii) all items with
respect to such Subsequent Home Loans to be delivered pursuant to Section 2.1
above and the other items in the related Mortgage Files; provided, however, that
the Seller reserves and retains all right, title and interest in and to
principal received and interest accruing on any Subsequent Home Loan prior to
the related Subsequent Cut-Off Date. Any transfer to the Issuer by the Seller of
Subsequent Home Loans shall be absolute, and is intended by the Issuer and the
Seller to constitute and to be treated as a sale of such Subsequent Home Loans
by the Seller to the Issuer. In the event that any such transaction is deemed
not to be a sale, the Seller hereby grants to the Issuer as of each Subsequent
Transfer Date a security interest in all of the Seller's right, title and
interest in, to and under all accounts, chattel papers, general intangibles,
contract rights, certificates of deposit, deposit accounts, instruments,
documents, letters of credit, money, advices of credit, investment property,
goods and other property consisting of, arising under or related to the related
Subsequent Home Loans and such other property, to secure all of the Seller's
obligations hereunder, and this Agreement shall constitute a security agreement
under applicable law. The Seller agrees to take or cause to be taken such
actions and to execute such documents, including the filing of all necessary
UCC-1 financing statements filed in the State of Delaware and the Commonwealth
of Pennsylvania (which shall be submitted for filing as of the related
Subsequent Transfer Date), any continuation statements with respect thereto and
any amendments thereto required to reflect a change in the name or corporate
structure of the Seller or the filing of any additional UCC-1 financing
statements due to the change in the principal office of the Seller, as are
necessary to perfect and protect the interests of the Issuer and its assignees
in each Subsequent Home Loan and the proceeds thereof.
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The Seller hereby designates $54,823,664.92 of the Original Pre-Funded
Amount for Loan Group I and $11,343,001.77 of the Original Pre-Funded Amount for
Loan Group II.
The Issuer on each Subsequent Transfer Date shall acknowledge its
acceptance of all right, title and interest to the related Subsequent Home Loans
and other property, existing on the Subsequent Transfer Date and thereafter
created, conveyed to it pursuant to this Section 2.2.
The Issuer shall be entitled to all scheduled principal payments due
after each Subsequent Cut-Off Date, all other payments of principal due and
collected after each Subsequent Cut-Off Date, and all payments of interest on
any related Subsequent Home Loans, minus that portion of any such interest
payment that is allocable to the period prior to the related Subsequent Cut-Off
Date. No scheduled payments of principal due on Subsequent Home Loans on or
before the related Subsequent Cut-Off Date and collected after such Subsequent
Cut-Off Date shall belong to the Issuer pursuant to the terms of this Agreement.
(b) The Seller may transfer to the Issuer Subsequent Home Loans and the other
property and rights related thereto described in Section 2.2(a) above during the
Pre-Funding Period, and the Issuer shall cause to be released funds from the
Pre-Funding Account, only upon the satisfaction of each of the following
conditions on or prior to the related Subsequent Transfer Date:
(i) the Seller shall have provided the Indenture Trustee, the Rating Agencies
and the Credit Enhancer with a timely Addition Notice substantially in the form
of Exhibit 3, which notice shall be given no later than seven Business Days
prior to the related Subsequent Transfer Date, and shall designate the
Subsequent Home Loans to be sold to the Issuer, the aggregate Principal Balance
of such Subsequent Home Loans as of the related Subsequent Cut-Off Date, the
Loan Group or Groups to which such Subsequent Home Loans have been assigned,
which shall be the Loan Group or Groups to which the money on deposit in the
Pre-Funding Account relates, and any other information reasonably requested by
the Indenture Trustee or the Credit Enhancer with respect to such Subsequent
Home Loans;
(ii) the Seller shall have delivered to the Indenture Trustee and the Credit
Enhancer a duly executed Subsequent Transfer Agreement substantially in the form
of Exhibit 2, (A) confirming the satisfaction of each condition precedent and
representations specified in this Section 2.2(b) and in Section 2.2(c) and in
the related Subsequent Transfer Agreement and (B) including a Home Loan Schedule
listing the Subsequent Home Loans;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery to the
Indenture Trustee of the Subsequent Transfer Agreement in the form of Exhibit 2,
the Seller shall not be insolvent, made insolvent by such transfer or aware of
any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax
consequence to the Issuer or, due to any action or inaction on the part of the
Seller to the Securityholders; and
(v) the Credit Enhancer shall have approved the sale of the Subsequent Home
Loans (which approval shall not be unreasonably withheld) within five (5)
Business Days of receipt of the Home Loan Schedule reflecting the Subsequent
Home Loans; provided, that if the Credit Enhancer shall not have notified the
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Seller within five (5) Business Days that the Credit Enhancer does not so
approve, such sale of Subsequent Home Loans shall be deemed approved by the
Credit Enhancer.
In addition, the Seller shall have delivered to the Issuer, the
Indenture Trustee and the Credit Enhancer an Opinion of Counsel with respect to
certain bankruptcy matters relating to the transfers of Subsequent Home Loans,
which Opinion of Counsel shall be substantially in the form of the Opinion of
Counsel delivered to the Credit Enhancer and the Rating Agencies and the
Indenture Trustee on the Closing Date regarding certain bankruptcy matters,
within 30 days after the end of the Pre-Funding Period relating to all
Subsequent Home Loans transferred to the Trust during the Pre-Funding Period and
purchased, from funds on deposit in the Pre-Funding Account.
(c) The obligation of the Issuer to purchase a Subsequent Home Loan on any
Subsequent Transfer Date is subject to the following conditions: (i) each such
Subsequent Home Loan must satisfy the representations and warranties specified
in the related Subsequent Transfer Agreement and this Agreement; (ii) the Seller
will not select such Subsequent Home Loans in a manner that it reasonably
believes is adverse to the interests of the Noteholders or the Credit Enhancer;
(iii) the Seller will deliver to the Credit Enhancer and the Indenture Trustee
certain Opinions of Counsel described in Section 2.2(b) and acceptable to the
Credit Enhancer and the Indenture Trustee with respect to the conveyance of such
Subsequent Home Loans; and (iv) as of the related Subsequent Cut-Off Date each
Subsequent Home Loan will satisfy the following criteria: (A) such Subsequent
Home Loan may not be 30 or more days contractually delinquent as of the related
Subsequent Cut-Off Date; (B) such Subsequent Home Loan must be secured by a
mortgage in a first or second lien position; (C) such Subsequent Home Loan must
have a CLTV at origination of no more than 125.00%; (D) the remaining term to
stated maturity of such Subsequent Home Loan may not extend beyond August 1,
2025; (E) following the purchase of such Subsequent Home Loans by the Issuer, as
of each Subsequent Cut-Off Date, the Home Loans included in the Trust Estate (by
aggregate Principal Balance) must have a weighted average Loan Rate of not less
than 14.930%, an average principal balance of not more than $44,450, a weighted
average CLTV at origination of not more than 112.95%, a concentration in any one
state not in excess of 28.00%, the percentage of Home Loans (by aggregate
Principal Balance) that are secured by second liens on the related Mortgaged
Properties shall be no greater than the percentage of Initial Home Loans that
are secured by second liens and the percentage of Home Loans (by aggregate
Principal Balance) that are REMIC Ineligible Loans in the Loan Group to which
Subsequent Home Loan is added, shall not be lesser than 65%; and (F)(i) if the
Subsequent Home Loan is included in Loan Group I, such Subsequent Home Loan will
comply with the restrictions applicable to Loan Group I set forth in the tenth
paragraph under "Description of the Home Loans-Initial Home Loans" in the
Prospectus Supplement, and (ii) if the Subsequent Home Loan is included in Loan
Group II, such Subsequent Home Loan will comply with the restrictions applicable
to Loan Group II set forth in the tenth paragraph under "Description of the Home
Loans-Initial Home Loans" in the Prospectus Supplement. Subsequent Home Loans
with characteristics materially varying from those set forth above may be
purchased by the Issuer and included in the Trust Estate if they are acceptable
to the Credit Enhancer, in its reasonable discretion; provided, however, that
the addition of such Subsequent Home Loans will not materially affect the
aggregate characteristics of the Home Loans in the Trust Estate. The Seller
shall not transfer Subsequent Home Loans with the intent to mitigate losses on
Home Loans previously transferred.
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(d) Within five Business Days after each Subsequent Transfer Date, the Seller
shall deliver to the Rating Agencies, the Indenture Trustee and the Credit
Enhancer a copy of the updated Home Loan Schedule reflecting the Subsequent Home
Loans in electronic format (to be followed by a hard copy).
(e) In the event that a home equity loan is not acceptable to the Credit
Enhancer as a Subsequent Home Loan pursuant to Section 2.2(b)(v) hereof, the
Credit Enhancer and the Seller may mutually agree to the transfer of such home
equity loan to the Issuer as a Subsequent Home Loan, subject to any increase in
the Overcollateralization Amount that may be agreed to by the Seller and the
Credit Enhancer pursuant to the Indenture, in which event the Seller shall
deliver to the Issuer and the Indenture Trustee, with a copy to the Credit
Enhancer, an Officer's Certificate confirming the agreement to the transfer of
such Subsequent Home Loan and specifying the amount of such increase in the
Overcollateralization Amount, which additional Overcollateralization Amount may
not be contributed by the Seller.
Section 2.3 Payment of Purchase Price.
(a) The sale of the Initial Home Loans shall take place on the Closing Date,
subject to and simultaneously with the deposit of the Initial Home Loans into
the Trust Estate, the deposit of the Original Pre-Funded Amount and the Interest
Coverage Amount into the Pre-Funding Account and the Capitalized Interest
Account, respectively, and the issuance of the Securities. The purchase price
(the "Purchase Price") for the Initial Home Loans to be paid by the Purchaser to
the Seller on the Closing Date shall be an amount equal to $207,176,507.92 in
immediately available funds, together with the Certificates, in respect of the
Cut-Off Date Principal Balances thereof. The Purchase Price paid for any
Subsequent Home Loan by the Indenture Trustee from funds on deposit in the
Pre-Funding Account, at the direction of the Issuer, shall be one-hundred
percent (100%) of the Subsequent Cut-Off Date Principal Balance thereof (as
identified on the Home Loan Schedule attached to the related Subsequent Transfer
Agreement provided by the Seller).
(b) In consideration of the sale of the Initial Home 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
Initial Home Loan; provided, that such payment may be on a net funding basis if
agreed by the Seller and the Purchaser. In consideration of the sale of any
Subsequent Home Loan by the Seller to the Issuer, the Issuer shall pay to the
Seller by wire transfer of immediately available funds to a bank account
designated by the Seller, the amount specified above in paragraph (a) for each
Subsequent Home Loan.
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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 and as of each Subsequent
Transfer 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 Home Loan; (ii) The Seller has the power and authority to
make, execute, deliver and perform its obligations under this Agreement and each
Subsequent Transfer Agreement and all of the transactions contemplated under
this Agreement and each Subsequent Transfer Agreement, and has taken all
necessary corporate action to authorize the execution, delivery and performance
of this Agreement and each Subsequent Transfer 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 or any Subsequent Transfer Agreement, except for such consents,
licenses, approvals or authorizations, or registrations or declarations, as
shall have been obtained or filed, as the case may be;
(iv) The execution and delivery of this Agreement 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 or any Subsequent Transfer 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 or any
Subsequent Transfer Agreement;
(vi) Reserved;
(vii) This Agreement and each Subsequent Transfer 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
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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 Initial
Home Loans, including the Cut-Off Date Principal Balances with respect to the
Initial 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 Initial
Home Loans; and this Agreement and the related Subsequent Transfer Agreement,
when executed, will constitute a valid transfer and assignment to the Issuer of
all right, title and interest of the Seller in and to the Subsequent Home Loans,
including the Cut-Off Date Principal Balances of the Subsequent Home Loans, all
monies due or to become due with respect thereto, and all proceeds of such
Subsequent Cut-Off Date Principal Balances 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 the Seller; 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 Initial Home Loan as of the Closing Date and with respect to each
Subsequent Home Loan as of the related Subsequent Transfer Date (except as
otherwise specified below):
(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) The Cut-Off Date Principal Balances or Subsequent 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 and Subsequent Cut-Off Date Principal Balances free and clear of any
and all liens, encumbrances, pledges, 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;
(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 Home Loans to the
Trustee the Seller has good title thereto and (C) the Seller 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
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having jurisdiction over the ownership of the applicable Home Loans to sell and
assign the same pursuant to this Agreement or the related Subsequent Transfer
Agreement, as applicable;
(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;
(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 or related Subsequent Cut-Off Date, no Home Loan
was 30 days or more delinquent in payment of principal or interest;
(ix) For each Home Loan, the related Mortgage File contains or will contain, in
accordance with Section 2.1(c)(ii), 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 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 22.03% and 6.33% of
the Home Loans in Loan Group I, by Cut-Off Date Principal Balance, are secured
by Mortgaged Properties located in California and Florida, respectively, and no
more than approximately 57.21% and 5.15% of the Home Loans in Loan Group II, by
Cut-Off Date Principal Balance, are secured by Mortgaged Properties located in
California and Virginia, respectively;
(xiv) As of the Cut-Off Date or Subsequent Cut-Off Date, the Combined
Loan-to-Value Ratio for each Home Loan was not in excess of 125%;
(xv) As of the Cut-Off Date, not less than 65% of the Home Loans in either Loan
Group, by Cut-Off Date Principal Balance, are REMIC Ineligible Loans;
<PAGE>
(xvi) The Seller has not transferred the Initial Home Loans to the Purchaser or
any Subsequent Home Loans to the Issuer with any intent to hinder, delay or
defraud any of its creditors;
(xvii) Reserved;
(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 the Seller, the physical property subject to each
Mortgage is free of material damage and is in acceptable repair;
(xx) The Seller 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) Reserved;
(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 in Loan Group I range between
8.950% per annum and 17.990% per annum and the Loan Rates on Home Loans in Loan
Group II range between 10.250% per annum and 17.990% per annum. The weighted
average remaining term to stated maturity of the Home Loans in Loan Group I as
of the Cut-off Date is approximately 250 months and the weighted average
remaining term to stated maturity of the Home Loans in Loan Group II as of the
Cut-off Date is approximately 263 months;
(xxv) (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
Home Loans in Loan Group I (a) approximately 7.73% (by Cut-Off Date Principal
Balance) are secured by real property improved by individual condominium units,
and (b) approximately 91.50% (by Cut-Off Date Principal Balance) are secured by
real property with a single family residence erected thereon; and (C) with
respect to the Home Loans in Loan Group II (a) approximately 6.20% (by Cut-Off
Date Principal Balance) are secured by real property improved by individual
condominium units, and (b) approximately 91.16% (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 Initial Home Loan in Loan Group I had a
principal balance in excess of $149,920.97 and no Initial Home Loan in Loan
Group II had a principal balance in excess of $150,000.00;
(xxvii) No more than approximately 99.78% of the Initial Home Loans, by
aggregate Principal Balance as of the Cut-Off Date, are secured by second liens;
<PAGE>
(xxviii) A policy of hazard insurance and flood insurance, if applicable, has
been 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 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 Home Loan;
(xxx) No instrument of release or waiver has been executed in connection with
the Home Loans, and no Mortgagor has been released, 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;
and
(xxxii) 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.
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 Home 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 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 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 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 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 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 the Seller shall be deposited or
caused to be deposited by the Servicer into the Custodial Account.
<PAGE>
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
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 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, the Seller shall be deemed to have made the
representations and warranties with respect to the Eligible Substitute Loan
contained herein set forth in Section 3.1(b) (other than clauses (xiii), (xiv),
(xxiv), (xxv) and (xxvii) thereof) as of the date of substitution and a
representation and warranty that each Home 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 Home 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 Home Loan released pursuant
hereto and thereafter such Home Loan shall not be an asset of the Issuer.
<PAGE>
It is understood and agreed that the obligation of the Seller 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 the Seller.
It is understood and agreed that the representations and warranties set
forth in this Section 3.1 shall survive delivery of the respective Mortgage
Files to the Issuer or the Custodian.
<PAGE>
ARTICLE IV
SELLER'S COVENANTS
Section 4.1 Covenants of the Seller. The Seller hereby covenants that, except
for the transfer hereunder and as of any Subsequent Transfer Date, the Seller
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. The Seller
shall notify the Issuer (in the case of the Initial Home Loans, 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 the Seller shall defend
the right, title and interest of the Issuer (in the case of the Initial Home
Loans, as assignee of the Purchaser) in, to and under the Home 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 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 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 and any Subsequent Transfer 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.
ARTICLE VII
TERMINATION
Section 7.1 Termination. The obligations and responsibilities of the
parties hereto shall terminate upon the termination of the Trust Agreement.
<PAGE>
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
100 Witmer Road
Horsham, Pennsylvania 10944
Attention: Barry Bier, Senior Vice President
Re: GMACM Home Loan Trust 2000-HLTV2;
(ii) if to the Purchaser:
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
Attention:President
Re: GMACM Home Loan Trust 2000-HLTV2;
(iii) if to the Indenture Trustee:
The Bank of New York
101 Barclay Street, 12-E
New York, New York 10286
Attention: GMACM Home Loan Trust 2000-HLTV2;
(iv) if to the Issuer:
c/o Wilmington Trust Company, as Owner Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Re: GMACM Home Loan Trust 2000-HLTV2; or
<PAGE>
(v) if to the Credit Enhancer:
Ambac Assurance Corporation
One State Street Plaza, 19th Floor
New York, New York 10004
Attention:Consumer Asset-Backed Securities Group
Re: GMACM Home Loan Trust 2000-HLTV2;
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 Initial Home Loans, rather than the
Purchaser providing a loan to the Seller secured by the Initial Home Loans on
the Closing Date; and that the Issuer will be purchasing on each Subsequent
Transfer Date, and the Seller will be selling on each Subsequent Transfer Date,
the related Subsequent Home Loans, rather than the Issuer providing a loan to
the Seller secured by the related Subsequent Home Loans on each Subsequent
Transfer Date. Accordingly, the parties hereto each intend to treat this
transaction for federal income tax purposes as (i) a sale by the Seller, and a
purchase by the Purchaser, of the Initial Home Loans on the Closing Date and
(ii) a sale by the Seller, and a purchase by the Issuer, of the related
Subsequent Home Loans on each Subsequent Transfer 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 the Seller
shall cooperate with all reasonable requests made by the Purchaser or the Issuer
in the course of such review.
Section 8.9 Successors and Assigns; Assignment of This Agreement.
<PAGE>
(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
(and the Issuer with respect to the transfer of any Subsequent Home Loans),
which consent shall be at the Purchaser's sole discretion (and the Issuer's sole
discretion with respect to the transfer of any Subsequent Home Loans); 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 (i) the Purchaser is acquiring the Initial Home Loans for the
purpose of contributing them to the GMACM Home Loan Trust 2000-HLTV2 and (ii)
the Issuer is acquiring the Subsequent Home Loans for the purpose of pledging
the Subsequent Home Loans to the Indenture Trustee for the benefit of the
Noteholders and the Credit Enhancer.
(b) As an inducement to the Purchaser and the Issuer to purchase the Initial
Home Loans and to the Issuer to purchase any Subsequent Home 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 Initial Home 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
Initial Home Loans hereunder and any transfer of Subsequent Home Loans pursuant
to this Agreement and the related Subsequent Transfer Agreement.
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.
<PAGE>
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: /s/ Patricia C. Taylor
Name: Patricia C. Taylor
Title: Vice President
GMAC MORTGAGE CORPORATION,
as Seller
By: /s/ Thomas J. O'Hara
Name: Thomas J. O'Hara
Title: Vice President
GMACM HOME LOAN TRUST 2000-HLTV2, as Issuer
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as
Owner Trustee
By: /s/ Donald G. MacKelcan
Name: Donald G. MacKelcan
Title: Vice President
THE BANK OF NEW YORK, as Indenture Trustee
By: /s/ John Polito
Name: John Polito
Title: Vice President
<PAGE>
EXHIBIT 1
HOME LOAN SCHEDULE
[See Exhibit A to the Servicing Agreement]
<PAGE>
EXHIBIT 2
FORM OF SUBSEQUENT TRANSFER AGREEMENT
Pursuant to this Subsequent Transfer Agreement No. ___ (the "Agreement"),
dated as of , , between GMAC Mortgage Corporation, as seller (the "Seller"), and
GMACM Home Loan Trust 2000-HLTV2, as issuer (the "Issuer"), and pursuant to the
loan purchase agreement dated as of August 29, 2000 (the "Home Loan Purchase
Agreement"), among the Seller, Residential Asset Mortgage Products, Inc., as
purchaser (the "Purchaser"), the Issuer and The Bank of New York, as indenture
trustee (the "Indenture Trustee"), the Seller and the Issuer agree to the sale
by the Seller and the purchase by the Issuer of the mortgage loans listed on the
attached Schedule of Subsequent Home Loans (the "Subsequent Home Loans").
Capitalized terms used and not defined herein have their respective
meanings as set forth in Appendix A to the indenture dated as of August 29,
2000, between the Issuer and the Indenture Trustee, which meanings are
incorporated by reference herein. All other capitalized terms used herein shall
have the meanings specified herein.
Section 1. Sale of Subsequent Home Loans.
(a) The Seller does hereby sell, transfer, assign, set over and convey
to the Issuer, without recourse, all of its right, title and interest in and to
the Subsequent Home Loans, all principal received and interest accruing on the
Subsequent Home Loans on and after the Subsequent Cut-Off Date, all monies due
or to become due relating to such Subsequent Home Loans and all items with
respect to the Subsequent Home Loans to be delivered pursuant to Section 2.2 of
the Home Loan Purchase Agreement; provided, however, that the Seller reserves
and retains all right, title and interest in and to principal received and
interest accruing on the Subsequent Home Loans prior to the Subsequent Cut-Off
Date. The Seller, contemporaneously with the delivery of this Agreement, has
delivered or caused to be delivered to the Indenture Trustee each item set forth
in Section 2.2 of the Home Loan Purchase Agreement.
The transfer to the Issuer by the Seller of the Subsequent Home Loans
identified on the Home Loan Schedule shall be absolute and is intended by the
parties hereto to constitute a sale by the Seller to the Issuer on the
Subsequent Transfer Date of all the Seller's right, title and interest in and to
the Subsequent Home Loans, and other property as and to the extent described
above, and the Issuer hereby acknowledges such transfer. In the event the
transactions set forth herein shall be deemed not to be a sale, the Seller
hereby grants to the Issuer as of the Subsequent Transfer Date a security
interest in all of the Seller's right, title and interest in, to and under all
accounts, chattel papers, general intangibles, contract rights, certificates of
deposit, deposit accounts, instruments, documents, letters of credit, money,
advices of credit, investment property, goods and other property consisting of,
arising under or related to the Subsequent Home Loans, and such other property,
to secure all of the Issuer's obligations hereunder, and this Agreement shall
constitute a security agreement under applicable law. The Seller agrees to take
or cause to be taken such actions and to execute such documents, including
without limitation the filing of all necessary UCC-1 financing statements filed
in the State of Delaware and the Commonwealth of Pennsylvania (which shall be
submitted for filing as of the Subsequent Transfer Date), any continuation
<PAGE>
statements with respect thereto and any amendments thereto required to reflect a
change in the name or corporate structure of the Seller or the filing of any
additional UCC-1 financing statements due to the change in the principal office
of the Seller, as are necessary to perfect and protect the Issuer's interests in
each Subsequent Home Loan and the proceeds thereof.
(b) The expenses and costs relating to the delivery of the Subsequent
Home Loans, this Agreement and the Home Loan Purchase Agreement shall be borne
by the Seller.
(c) Additional terms of the sale are set forth on Attachment A hereto.
Section 2. Representations and Warranties; Conditions Precedent.
(a) The Seller hereby affirms the representations and warranties set
forth in Section 3.1 of the Home Loan Purchase Agreement that relate to the
Seller or the Subsequent Home Loans as of the date hereof. The Seller hereby
confirms that each of the conditions set forth in Section 2.2(b) of the Home
Loan Purchase Agreement are satisfied as of the date hereof and further
represents and warrants that each Subsequent Home Loan complies with the
requirements of this Agreement and Section 2.2(c) of the Home Loan Purchase
Agreement.
(b) The Seller is solvent, is able to pay its debts as they become due
and has capital sufficient to carry on its business and its obligations
hereunder; it will not be rendered insolvent by the execution and delivery of
this Instrument or by the performance of its obligations hereunder nor is it
aware of any pending insolvency; no petition of bankruptcy (or similar
insolvency proceeding) has been filed by or against the Seller prior to the date
hereof.
(c) All terms and conditions of the Home Loan Purchase Agreement
relating to the Subsequent Home Loans are hereby ratified and confirmed;
provided, however, that in the event of any conflict the provisions of this
Agreement shall control over the conflicting provisions of the Home Loan
Purchase Agreement.
Section 3. Recordation of Instrument. To the extent permitted by
applicable law or a memorandum thereof if permitted under applicable law, this
Agreement is subject to recordation in all appropriate public offices for real
property records in all of the counties or other comparable jurisdictions in
which any or all of the properties subject to the related Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Servicer at the Noteholders' expense on
direction of the Majority Noteholders or the Credit Enhancer, but only when
accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of the Noteholders or the
Credit Enhancer or is necessary for the administration or servicing of the
Subsequent Home Loans.
Section 4. GOVERNING LAW. THIS INSTRUMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
Section 5. Counterparts. This Instrument may be executed in counterparts,
each of which, when so executed, shall be deemed to be an original and together
shall constitute one and the same instrument.
<PAGE>
Section 6. Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the Seller and the Issuer and their respective
successors and assigns.
GMAC MORTGAGE CORPORATION,
as Seller
By:
Name:
Title:
GMACM HOME LOAN TRUST 2000-HLTV2, as Issuer
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as
Owner Trustee
By:
Name:
Title:
Attachments
A. Additional terms of sale.
B. Schedule of Subsequent Home Loans.
C. Seller's Officer's Certificate.
D. Seller's Officer's Certificate (confirmation of Credit Enhancer approval).
<PAGE>
GMACM HOME LOAN TRUST 2000-HLTV2
ATTACHMENT A TO FORM OF SUBSEQUENT TRANSFER AGREEMENT
------------, ----
<TABLE>
<CAPTION>
A.
1. Subsequent Cut-Off Date:
2. Pricing Date:
3. Subsequent Transfer Date:
4. Aggregate Principal Balance of the Subsequent Home Loans as of
the Subsequent Cut-Off Date:
5. Purchase Price: 100.00%
B.
As to all Subsequent Home Loans:
<S> <C> <C>
1. Longest stated term to maturity: months
----------
2. Minimum Loan Rate: %
----------
3. Maximum Loan Rate: %
----------
4. WAC of all Subsequent Home Loans: %
----------
5. WAM of all Subsequent Home Loans: %
----------
6. Largest Principal Balance: $__________
7. Non-owner occupied Mortgaged Properties: %
----------
8. California zip code concentrations: % and %
---- ----
9. Condominiums: %
----------
10. Single-family: %
----------
11. Weighted average term since origination: %
----------
12. Principal balance of Subsequent Home Loans with respect to $_________
which the Mortgagor is an employee of GMACM or an affiliate of
GMACM:
13. Number of Subsequent Home Loans with respect to which the
Mortgagor is an employee of GMACM or an affiliate of GMACM:
</TABLE>
<PAGE>
EXHIBIT 3
FORM OF ADDITION NOTICE
DATE:
The Bank of New York Moody's Investors Service, Inc.
101 Barclay Street, 12-E 99 Church Street
New York, New York 10286 New York, New York 10007
Ambac Assurance Corporation Wilmington Trust Company
One State Street Plaza, 19th Floor 1100 North Market Street
New York, New York 10004 Wilmington, Delaware 19890
Attention: Structured Finance -- Mortgage
Backed Securities
Re: GMACM Home Loan Trust 2000-HLTV2;
Standard & Poor's, a division of The
McGraw-Hill Companies, Inc.
26 Broadway
New York, New York 10004-1064
Re: GMACM Home Loan Trust 2000-HLTV2
Ladies and Gentlemen:
Pursuant to Section 2.2 of the home loan purchase agreement dated as of
August 29, 2000 (the "Purchase Agreement"), among GMAC Mortgage Corporation, as
Seller, Residential Asset Mortgage Products, Inc., as Purchaser, GMACM Home Loan
Trust 2000-HLTV2, as Issuer and The Bank of New York, as Indenture Trustee, the
Seller has designated the Subsequent Home Loans identified on the Home Loan
Schedule attached hereto to be sold to the Issuer on , , with an aggregate
Principal Balance of $ . Capitalized terms not otherwise defined herein have the
meaning set forth in the Appendix A to the indenture dated as of August 29,
2000, between the Issuer and the Indenture Trustee.
<PAGE>
Please acknowledge your receipt of this notice by countersigning the
enclosed copy in the space indicated below and returning it to the attention of
the undersigned.
Very truly yours,
GMAC MORTGAGE CORPORATION,
as Seller
By:
Name:
Title:
ACKNOWLEDGED AND AGREED:
THE BANK OF NEW YORK,
as Indenture Trustee
By:
Name:
Title:
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
<S> <C>
ARTICLE I DEFINITIONS...............................................................1
Section 1.1 Definitions...........................................................1
Section 1.2 Other Definitional Provisions.........................................2
ARTICLE II SALE OF HOME LOANS AND RELATED PROVISIONS.................................2
Section 2.1 Sale of Initial Home Loans............................................2
Section 2.2 Sale of Subsequent Home Loans.........................................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 Home 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
<PAGE>
EXHIBIT 1 HOME LOAN SCHEDULE...............................................................0
EXHIBIT 2 FORM OF SUBSEQUENT TRANSFER AGREEMENT............................................1
EXHIBIT 3 FORM OF ADDITION NOTICE..........................................................2
</TABLE>
<PAGE>
