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Exhibit 10.27

Execution Copy




Residential Mortgage Loans and Home Equity Loans /Lines of Credit







Amended and Restated as of

[July 1, 2008]




(Mortgage Loans and Home Equity Loans/Lines of Credit-Flow Delivery)

MASTER MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (the “Agreement”), amended and restated as of [July 1, 2008] is by and between GMAC BANK, an industrial bank, with its principal office at 6985 Union Park Center, Suite 435, Midvale, Utah 84047 (“Seller”), and GMAC MORTGAGE, LLC, a Delaware limited liability company with offices at 1100 Virginia Drive, Fort Washington, Pennsylvania 19034 (“Purchaser”).


1. Seller is engaged in, inter alia , the purchase and sale of Mortgage Loans (as hereinafter defined);

2. Seller desires to sell, from time to time, and Purchaser desires to purchase, from time to time, all right, title, and interest in and to certain Mortgage Loans in accordance with the terms and conditions of this Agreement. This Agreement shall apply to every sale transaction and transfer between Purchaser and Seller with respect to Mortgage Loans, except as otherwise agreed by the parties; and

3. Under Federal Reserve System Regulation W (12 CFR §223.1 et. seq .), the Seller and the Purchaser are affiliates of each other. The Seller and Purchaser intend that this Agreement comply with requirements of Sections 23A and 23B of the Federal Reserve Act (12 USC §221 et. seq .) and with implementing federal regulations.

NOW, THEREFORE , in consideration of the mutual promises contained herein and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:



All words or phrases defined in this Article I (except as herein otherwise expressly provided or unless the context otherwise requires) shall, for the purposes of this Agreement, have the respective meanings specified in this Article.

1.1 Affiliate means with respect to any party hereto, any person or entity which controls, is controlled by, or is under common control with, such party.

1.2 Agencies means Fannie Mae and Freddie Mac, or any successor organizations thereto.

1.3 Agreement means this Master Mortgage Loan Purchase and Sale Agreement, as amended and restated, and all exhibits, schedules, amendments and supplements attached hereto, and any written amendments or modifications hereto signed by both Seller and Purchaser.

1.4 Applicable Law means (a) all federal, state and local legal and regulatory requirements (including statutes, rules regulations and ordinances) applicable to the Bank, (b) all other requirements and guidelines of FDIC, The Utah Department of Financial Institutions, and any other governmental body or officer having jurisdiction over the Bank, (c) all judicial and administrative judgments, orders, stipulations, awards, writs and injunctions applicable to the Bank and (d) the Bank’s Affiliate Transaction Policy, as it may be amended from time to time.

1.5 Assignment of Mortgage means an assignment of all of Seller’s right, title and interest in and to a Mortgage, in a form acceptable to Purchaser, to be executed by Seller in connection with each Mortgage Loan purchased hereunder in the event such Mortgage Loan is not registered on the MERS® System.

1.6 Business Day means a day of the week other than Saturday, Sunday, or a day which is a legal holiday or a bank holiday in the Commonwealth of Pennsylvania or the State of Utah.

1.7 Closing Date means, with respect to each purchase of Mortgage Loans hereunder, the date on which such purchase shall occur and the applicable Purchase Price shall be paid, all as specified in the related Confirmation.

1.8 Confirmation means a written confirmation letter delivered by Purchaser to Seller which shall provide, with respect to a purchase of Mortgage Loans hereunder, a Mortgage Loan Schedule, the Purchase Price to be paid by Purchaser for each Mortgage Loan to be purchased, additional terms and conditions pertaining to the purchase of Mortgage Loans, and the scheduled Closing Date. A form of Confirmation is attached hereto as Exhibit A.

1.8A Construction Loan means a First Lien Mortgage Loan for the purpose of construction or substantial rehabilitation of real property that, upon completion of the construction or rehabilitation, converts to a permanent First Lien Mortgage Loan.

1.9 Cost Basis means, with respect to a Mortgage Loan, its net carrying value, as defined by accounting principles generally accepted in the United States of America (as amended) to include without limitation the unpaid principal balance of such Mortgage Loan, plus or minus any premium or discount paid, net deferral fees or costs, accrued interest and basis adjustments from derivative loan commitments, hedge accounting or lower of cost or market adjustments.

1.10 Cutoff Date means, with respect to a purchase of Mortgage Loans, the last Business Day of the month preceding the month in which the Closing Date occurs.

1.11 First Lien Mortgage Loan means an individual Mortgage Loan which is secured by a Mortgage that creates a first priority lien upon the related Mortgaged Property, including without limitation a Construction Loan or a Lot Loan.

1.12 FDIC . FDIC means the Federal Deposit Insurance Corporation.

1.12A Lot Loan means a First Lien Mortgage Loan, for which the Mortgaged Property consists of unimproved real property.



1.13 Market Value means, with respect to a Second Lien Mortgage Loan, the market value of such Second Lien Mortgage Loan, as determined by the Seller with reference to independent pricing sources.

1.14 MERS means Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

1.15 MERS® System means the system of recording transfers of Mortgages electronically maintained by MERS.

1.16 Mortgage means a valid and enforceable mortgage, deed of trust, or other security instrument creating a first or second lien, as applicable, upon described real property improved by a one-to-four family dwelling which secures a Mortgage Note.

1.17 Mortgage File means the Mortgage Loan Documents, records and other items pertaining to a particular Mortgage Loan. Except to the extent required by Applicable Law, the Mortgage File may be retained in microfilm, microfiche, optical storage or magnetic media in lieu of hard copy.

1.18 Mortgage Loan means an individual mortgage loan, home equity line of credit or home equity loan which is secured by an interest in residential (1 to 4 family) real estate, as well as Construction and Lot Loans which are subject to purchase commitment under this Agreement.

1.19 Mortgage Loan Documents means the Mortgage Notes, Mortgages and all accompanying instruments, insurance policies, if applicable, evidence of compliance with Applicable Law, and other writings that document, evidence or relate to the Mortgage Loans purchased hereunder which include, without limitation, all documents required to be delivered by Seller to Purchaser pursuant to the terms of this Agreement and the related Confirmation.

1.20 Mortgage Note means a written promise by a Mortgagor to pay a sum of money at a stated interest rate during a specified term that evidences a Mortgage Loan.

1.21 Mortgage Loan Schedule means a list of Mortgage Loans to be purchased by Purchaser, as may be supplemented or amended from time to time, and which is attached as an Exhibit to the Confirmation.

1.22 Mortgaged Property means the real property and any improvements subject to a Mortgage, constituting security for repayment of the debt evidenced by the related Mortgage Note.

1.23 Mortgagor means the Mortgagor on a Mortgage Note.

1.24 Purchase Price means (a) with respect to a First Lien Mortgage Loan, the Cost Basis associated with such First Lien Mortgage Loan, and (b) with respect to a Second Lien Mortgage Loan, the Market Value for such Second Lien Mortgage Loan.

1.25 Second Lien Mortgage Loan means an individual Mortgage Loan which is (a) secured by a Mortgage that creates a second priority lien upon the related Mortgaged Property and/or (b) a home equity line of credit.



1.26 Wire Transfer means (a) a bank wire transfer of immediately available funds or (b) an ACH transaction resulting in availability of funds on the same date as would have been the case had a bank wire transfer of immediately available funds been employed.




Sale and Delivery of Mortgage Loans

2.1 Commitment. Seller hereby confirms its agreement to sell, and Purchaser

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