EXECUTION COPY
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RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
as Depositor
and
WILMINGTON TRUST COMPANY
as Owner Trustee
________________________________________
TRUST AGREEMENT
Dated as of March 29, 2007
________________________________________
GMACM HOME EQUITY LOAN TRUST 2007-HE1
GMACM Home Equity Loan-Backed Certificates,
Series 2007-HE1
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TABLE OF CONTENTS
Page
ARTICLE I Definitions....................................................................................1
Section 1.01 Definitions..............................................................................1
Section 1.02 Other Definitional Provisions............................................................1
ARTICLE II Organization...................................................................................2
Section 2.01 Name.....................................................................................2
Section 2.02 Office...................................................................................2
Section 2.03 Purposes and Powers......................................................................2
Section 2.04 Appointment of Owner Trustee.............................................................3
Section 2.05 Initial Capital Contribution of Trust Estate.............................................3
Section 2.06 Declaration of Trust.....................................................................3
Section 2.07 Title to Trust Property..................................................................4
Section 2.08 Situs of Trust...........................................................................4
Section 2.09 Representations and Warranties of the Depositor..........................................4
Section 2.10 Payment of Trust Fees....................................................................5
ARTICLE III Conveyance of the Mortgage Loans; Certificates.................................................5
Section 3.01 Conveyance of the Mortgage Loans.........................................................5
Section 3.02 Initial Ownership........................................................................5
Section 3.03 Issuance of Certificates.................................................................5
Section 3.04 Authentication of Certificates...........................................................6
Section 3.05 Registration of and Limitations on Transfer and Exchange of Certificates.................6
Section 3.06 Mutilated, Destroyed, Lost or Stolen Certificates.......................................11
Section 3.07 Persons Deemed Certificateholders.......................................................11
Section 3.08 Access to List of Certificateholders' Names and Addresses...............................11
Section 3.09 Maintenance of Office or Agency.........................................................12
Section 3.10 Certificate Paying Agent................................................................12
Section 3.11 Cooperation.............................................................................14
Section 3.12 Intentionally Omitted...................................................................14
Section 3.13 Subordination...........................................................................14
Section 3.14 No Priority Among Certificates..........................................................14
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ARTICLE IV Authority and Duties of Owner Trustee.........................................................14
Section 4.01 General Authority.......................................................................14
Section 4.02 General Duties..........................................................................14
Section 4.03 Action upon Instruction.................................................................14
Section 4.04 No Duties Except as Specified under Specified Documents or in Instructions..............15
Section 4.05 Restrictions............................................................................16
Section 4.06 Prior Notice to Certificateholders and Enhancer with Respect to Certain
Matters.................................................................................16
Section 4.07 Action by Certificateholders with Respect to Certain Matters............................17
Section 4.08 Action by Certificateholders with Respect to Bankruptcy.................................17
Section 4.09 Restrictions on Certificateholders' Power...............................................17
Section 4.10 Majority Control........................................................................17
Section 4.11 Doing Business in Other Jurisdiction....................................................17
ARTICLE V Applications of Trust Funds...................................................................18
Section 5.01 Distributions...........................................................................18
Section 5.02 Method of Payment.......................................................................19
Section 5.03 Signature on Returns....................................................................20
Section 5.04 Statements to Certificateholders........................................................20
ARTICLE VI Concerning the Owner Trustee..................................................................20
Section 6.01 Acceptance of Trusts and Duties.........................................................20
Section 6.02 Furnishing of Documents.................................................................21
Section 6.03 Representations and Warranties..........................................................21
Section 6.04 Reliance; Advice of Counsel.............................................................22
Section 6.05 Not Acting in Individual Capacity.......................................................22
Section 6.06 Owner Trustee Not Liable for Certificates or Related Documents..........................23
Section 6.07 Owner Trustee May Own Certificates and Notes............................................23
ARTICLE VII Compensation of Owner Trustee.................................................................23
Section 7.01 Owner Trustee's Fees and Expenses.......................................................23
Section 7.02 Indemnification.........................................................................23
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ARTICLE VIII Termination of Trust Agreement................................................................24
Section 8.01 Termination of Trust Agreement..........................................................24
Section 8.02 Additional Termination Requirements.....................................................25
ARTICLE IX Successor Owner Trustees and Additional Owner Trustees........................................26
Section 9.01 Eligibility Requirements for Owner Trustee..............................................26
Section 9.02 Replacement of Owner Trustee............................................................26
Section 9.03 Successor Owner Trustee.................................................................27
Section 9.04 Merger or Consolidation of Owner Trustee................................................28
Section 9.05 Appointment of Co-Trustee or Separate Trustee...........................................28
ARTICLE X Compliance With Regulation AB.................................................................29
Section 10.01 Intent of the Parties; Reasonableness...................................................29
Section 10.02 Additional Representations and Warranties of the Owner Trustee..........................29
Section 10.03 Information to Be Provided by the Owner Trustee.........................................30
Section 10.04 Indemnification; Remedies...............................................................31
ARTICLE XI Miscellaneous.................................................................................32
Section 11.01 Amendments..............................................................................32
Section 11.02 No Legal Title to Trust Estate..........................................................34
Section 11.03 Limitations on Rights of Others.........................................................34
Section 11.04 Notices.................................................................................34
Section 11.05 Severability............................................................................35
Section 11.06 Separate Counterparts...................................................................35
Section 11.07 Successors and Assigns..................................................................35
Section 11.08 No Petition.............................................................................35
Section 11.09 No Recourse.............................................................................35
Section 11.10 Headings................................................................................36
Section 11.11 GOVERNING LAW...........................................................................36
Section 11.12 Integration.............................................................................36
Section 11.13 Rights of Enhancer to Exercise Rights of Certificateholders.............................36
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This trust agreement, dated as of March 29, 2007 (as amended from time to time, the "Trust
Agreement"), is between Residential Asset Mortgage Products, Inc., a Delaware corporation, as depositor
(the "Depositor"), and Wilmington Trust Company, a Delaware banking corporation, as owner trustee (the
"Owner Trustee").
WITNESSETH:
WHEREAS, the Depositor and the Owner Trustee desire to form a Delaware statutory trust;
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the Depositor and
the Owner Trustee agree as follows:
ARTICLE I
Definitions
Section 1.01. Definitions. For all purposes of this Trust Agreement, except as otherwise
expressly provided herein or unless the context otherwise requires, capitalized terms used herein that
are not otherwise defined shall have the meanings ascribed thereto in Appendix A to the indenture dated
as of March 29, 2007 (the "Indenture"), between GMACM Home Equity Loan Trust 2007-HE1, as Issuer, and
The Bank of New York Trust Company, N.A., as Indenture Trustee. All other capitalized terms used herein
shall have the meanings specified herein.
Section 1.02. Other Definitional Provisions.
(a) All terms defined in this Trust Agreement shall have the defined meanings when
used in any certificate or other document made or delivered pursuant hereto unless otherwise defined
therein.
(b) As used in this Trust Agreement and in any certificate or other document made or
delivered pursuant hereto or thereto, accounting terms not defined in this Trust Agreement or in any
such certificate or other document, and accounting terms partly defined in this Trust 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 Trust 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 Trust Agreement or in any such certificate or other document shall control.
(c) The words "hereof," "herein," "hereunder" and words of similar import when used in
this Trust Agreement shall refer to this Trust Agreement as a whole and not to any particular provision
of this Trust Agreement; Section and Exhibit references contained in this Trust Agreement are references
to Sections and Exhibits in or to this Trust 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.
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(d) The definitions contained in this Trust Agreement are applicable to the singular
as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter
genders of such terms.
(e) 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
Organization
Section 2.01. Name. The trust created hereby shall be known as "GMACM Home Equity Loan
Trust 2007-HE1," in which name the Owner Trustee may conduct the business of the Trust, make and execute
contracts and other instruments on behalf of the Trust and ▇▇▇ and be sued.
Section 2.02. Office. The office of the Trust shall be in care of the Owner Trustee at the
Corporate Trust Office or at such other address in Delaware as the Owner Trustee may designate by
written notice to the Certificateholders, the Depositor, and the Enhancer.
Section 2.03. Purposes and Powers. The purpose of the Trust is to engage in the following
activities:
(i) to issue the Notes pursuant to the Indenture and the Certificates
pursuant to this Trust Agreement and to sell the Notes and the Certificates;
(ii) to purchase the Mortgage Loans and to pay the organizational, start-up
and transactional expenses of the Trust;
(iii) to assign, grant, transfer, pledge and convey the Mortgage Loans
pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to
Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust
pursuant to, the Indenture;
(iv) to enter into and perform its obligations under the Basic Documents to
which it is to be a party;
(v) to engage in those activities, including entering into agreements,
that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or
connected therewith, including, without limitation, to accept additional contributions of equity that
are not subject to the Lien of the Indenture; and
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(vi) subject to compliance with the Basic Documents, to engage in such
other activities as may be required in connection with conservation of the Trust Estate and the making
of distributions to the Securityholders.
The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in
any activity other than in connection with the foregoing or other than as required or authorized by the
terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the
consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate
Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the
Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notes.
Section 2.04. Appointment of Owner Trustee. The Depositor hereby appoints the Owner Trustee
as trustee of the Trust effective as of the date hereof, to have all the rights, powers and duties set
forth herein.
Section 2.05. Initial Capital Contribution of Trust Estate. In consideration of the
delivery by the Owner Trustee, on behalf of the Trust, of the Securities to the Depositor or its
designee, upon the order of the Depositor, the Depositor, as of the Closing Date and concurrently with
the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the
Trust, without recourse, but subject to the other terms and provisions of this Trust Agreement, all of
the right, title and interest of the Depositor in and to the Trust Estate. The foregoing transfer,
assignment, set over and conveyance does not, and is not intended to, result in a creation or an
assumption by the Trust of any obligation of the Depositor or any other Person in connection with the
Trust Estate or under any agreement or instrument relating thereto, except as specifically set forth
herein.
The Owner Trustee, on behalf of the Trust, acknowledges the conveyance to the Trust by the
Depositor, as of the Closing Date, of the Trust Estate, including all right, title and interest of the
Depositor in and to the Trust Estate. Concurrently with such conveyance and in exchange therefor, the
Trust has pledged the Trust Estate to the Indenture Trustee and has executed the Certificates and the
Notes and caused them to be duly authenticated and delivered.
Section 2.06. Declaration of Trust. The Owner Trustee hereby declares that it shall hold
the Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of
the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the
intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust
Statute and that this Trust Agreement constitute the governing instrument of such statutory trust.
Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth
herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. It is
the intention of the parties hereto that, solely for federal, state and local income and franchise tax
purposes, the Trust shall be treated as an entity wholly owned by the Depositor or an affiliate thereof,
with the assets of the entity being the Trust Estate. It is the further intention of the parties that an
election to be treated as a REMIC ("REMIC I") for federal income tax purposes be made with respect to
the Trust Estate, exclusive of the Pre-Funding Account and the Capitalized Interest Account, each of
which shall be treated as an "outside reserve fund" for purposes of the REMIC Provisions and that a
second election to be treated as a REMIC be made with respect to the REMIC I Regular Interests ("REMIC
II"). The Issuer will provide for the administration of the REMICs pursuant to Article XI of the
Indenture. The provisions of this Trust Agreement shall be interpreted to further such intentions.
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Neither the Depositor nor any Certificateholder shall have any personal liability for any liability or
obligation of the Trust, other than the indemnification obligation provided in Section 7.02 herein.
Section 2.07. Title to Trust Property. Legal title to the Trust Estate shall be vested at
all times in the Trust as a separate legal entity except where applicable law in any jurisdiction
requires title to any part of the Trust Estate to be vested in a trustee or trustees, in which case
title shall be deemed to be vested in the Owner Trustee, a co-trustee and/or a separate trustee, as the
case may be.
Section 2.08. Situs of Trust. The Trust will be located and administered in the State of
Delaware. All bank accounts maintained by the Owner Trustee on behalf of the Trust shall be located in
the State of Delaware or the State of Minnesota. The Trust shall not have any employees in any state
other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee
from having employees within or without the State of Delaware or taking actions outside the State of
Delaware in order to comply with Section 2.03. Payments will be received by the Trust only in Delaware
or Minnesota, and payments will be made by the Trust only from Delaware or Minnesota. The only office
of the Trust will be at the Corporate Trust Office of the Owner Trustee in Delaware.
Section 2.09. Representations and Warranties of the Depositor. The Depositor hereby
represents and warrants to the Owner Trustee and the Enhancer that:
(a) The Depositor is duly organized and validly existing as a corporation in good
standing under the laws of the State of Delaware, with power and authority to own its properties and to
conduct its business as such properties are currently owned and such business is at present conducted.
(b) The Depositor is duly qualified to do business as a foreign corporation in good
standing and has obtained all necessary licenses and approvals in all jurisdictions in which the
ownership or lease of its property or the conduct of its business shall require such qualifications and
in which the failure to so qualify would have a material adverse effect on the business, properties,
assets or condition (financial or otherwise) of the Depositor and the ability of the Depositor to
perform under this Trust Agreement.
(c) The Depositor has the power and authority to execute and deliver this Trust
Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the
property to be sold and assigned to and deposited with the Trust as part of the Trust and the Depositor
has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action;
and the execution, delivery and performance of this Trust Agreement have been duly authorized by the
Depositor by all necessary corporate action.
(d) The consummation of the transactions contemplated by this Trust Agreement and the
fulfillment of the terms hereof do not conflict with, result in any material breach of any of the terms
and provisions of, or constitute (with or without notice or lapse of time) a material default under, the
articles of incorporation or bylaws of the Depositor, or any material indenture, agreement or other
instrument to which the Depositor is a party or by which it is bound; nor result in the creation or
imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement
4
or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of
the Depositor's knowledge, any order, rule or regulation applicable to the Depositor of any court or of
any federal or state regulatory body, administrative agency or other governmental instrumentality having
jurisdiction over the Depositor or its properties.
Section 2.10. Payment of Trust Fees. The Owner Trustee shall pay the Trust's fees and
expenses incurred with respect to the performance of the Trust's duties under the Indenture.
ARTICLE III
Conveyance of the Mortgage Loans; Certificates
Section 3.01. Conveyance of the Mortgage Loans. The Depositor, concurrently with the
execution and delivery hereof, does hereby transfer, convey and assign to the Trust, on behalf of the
Securityholders and the Enhancer, without recourse, all its right, title and interest in and to the
Initial Mortgage Loans, including but not limited to any rights of the Depositor under the Purchase
Agreement. The Depositor shall also provide the Indenture Trustee with the Policy.
The parties hereto intend that, for non-tax purposes, the transaction set forth herein be a
sale by the Depositor to the Trust of all of its right, title and interest in and to the Initial
Mortgage Loans. In the event that, for non-tax purposes, the transaction set forth herein is not deemed
to be a sale, the Depositor hereby grants to the Trust a security interest in all of its right, title
and interest in, to and under the Initial Mortgage Loans, all distributions thereon and all proceeds
thereof; and this Trust Agreement shall constitute a security agreement under applicable law.
Section 3.02. Initial Ownership. Upon the formation of the Trust by the contribution by the
Depositor pursuant to Section 2.05 and the conveyance of the Initial Mortgage Loans pursuant to Section
3.01 and the issuance of the Certificates, GMACM shall be the sole Certificateholder of each Class of
Certificates.
Section 3.03. Issuance of Certificates. The Certificates of each Class shall be issued in
minimum denominations of a Percentage Interest of 10.0000% and integral multiples of 0.0001% in excess
thereof. The Class SB Certificates shall be issued in substantially the form attached hereto as Exhibit
A. The Class R-I Certificates and the Class R-II Certificates shall be issued in substantially the form
attached hereto as Exhibits I-1 and I-2, respectively.
The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of
an authorized officer of the Owner Trustee and authenticated in the manner provided in Section 3.04.
Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such
signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued
and entitled to the benefit of this Trust Agreement, notwithstanding that such individuals or any of
them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of authentication and delivery of such Certificates. A Person
shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a
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Certificateholder hereunder upon such Person's acceptance of a Certificate duly registered in such
Person's name, pursuant to Section 3.05.
A transferee of a Certificate shall become a Certificateholder and shall be entitled to the
rights and subject to the obligations of a Certificateholder hereunder upon such transferee's acceptance
of a Certificate duly registered in such transferee's name pursuant to and upon satisfaction of the
conditions set forth in Section 3.05.
Section 3.04. Authentication of Certificates. Concurrently with the acquisition of the
Initial Mortgage Loans by the Trust, the Owner Trustee or the Certificate Paying Agent shall cause the
Certificates in an initial Percentage Interest of 100.00% to be executed on behalf of the Trust,
authenticated and delivered to or upon the written order of GMACM, signed by its chairman of the board,
its president or any vice president, without further corporate action by GMACM, in authorized
denominations. No Certificate shall entitle the Certificateholder thereof to any benefit under this
Trust Agreement or be valid for any purpose unless there shall appear on such Certificate a certificate
of authentication substantially in the form set forth in Exhibit A. Exhibit I-1 or Exhibit I-2 hereto,
executed by the Owner Trustee or the Certificate Paying Agent, by manual signature, and such
authentication shall constitute conclusive evidence that such Certificate has been duly authenticated
and delivered hereunder. All Certificates shall be dated the date of their authentication.
Section 3.05. Registration of and Limitations on Transfer and Exchange of Certificates. The
Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to
Section 3.09, a Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. The Indenture Trustee shall be the initial
Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall
appoint a successor Certificate Registrar.
Subject to satisfaction of the conditions set forth below, upon surrender for registration of
transfer of any Certificate at the office or agency maintained pursuant to Section 3.09, the Owner
Trustee shall execute, authenticate and deliver (or shall cause the Certificate Registrar as its
authenticating agent to authenticate and deliver), in the name of the designated transferee or
transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated
the date of authentication by the Owner Trustee or any authenticating agent. At the option of a
Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a
like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency
maintained pursuant to Section 3.09.
Every Certificate presented or surrendered for registration of transfer or exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Certificateholder or such Certificateholder's attorney duly authorized in writing. Each
Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently
disposed of by the Certificate Registrar in accordance with its customary practice.
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No service charge shall be made for any registration of transfer or exchange of Certificates,
but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any
tax or governmental charge that may be imposed in connection with any transfer or exchange of
Certificates.
Except as described below, each Certificateholder shall establish its non-foreign status by
submitting to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Foreign Status (in
substantially the form attached hereto as Exhibit F).
A Certificate may be transferred to a Certificateholder unable to establish its non-foreign
status as described in the preceding paragraph only if such Certificateholder provides an Opinion of
Counsel to the Depositor, the Certificate Registrar and the Enhancer, which Opinion of Counsel shall not
be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory
to the Depositor and the Enhancer, that such transfer (1) will not affect the tax status of the Owner
Trust and (2) will not adversely affect the interests of any Securityholder or the Enhancer, including,
without limitation, as a result of the imposition of any United States federal withholding taxes on the
Owner Trust (except to the extent that such withholding taxes would be payable solely from amounts
otherwise distributable to the Certificate of the prospective transferee). If such transfer occurs and
such foreign Certificateholder becomes subject to such United States federal withholding taxes, any such
taxes will be withheld by the Indenture Trustee at the direction of the Tax Matters Partner. Each
Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying
Agent a copy of its Form W-8-BEN or such successor form as required by then-applicable regulations and
shall resubmit such form every three years or with such frequency as required by then-applicable
regulations.
No transfer, sale, pledge or other disposition of a Certificate shall be made unless such
transfer, sale, pledge or other disposition is exempt from the registration requirements of the
Securities Act and any applicable state securities laws or is made in accordance with the Securities Act
and such state laws. In the event of any such transfer, the Certificate Registrar or the Depositor
shall prior to such transfer require the transferee to execute (A) either (i) (a) an investment letter
in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably
satisfactory to the Certificate Registrar and the Depositor) which investment letters shall not be an
expense of the Trust, the Owner Trustee, the Certificate Registrar, the Servicer or the Depositor and
which investment letter states that, among other things, such transferee (a) is a "qualified
institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other
"qualified institutional buyers" as defined under Rule 144A, and (b) is aware that the proposed
transferor intends to rely on the exemption from registration requirements under the Securities Act,
provided by Rule 144A or (ii) (a) a written Opinion of Counsel acceptable to and in form and substance
satisfactory to the Certificate Registrar and the Depositor that such transfer may be made pursuant to
an exemption, describing the applicable exemption and the basis therefor, from the Securities Act and
such state laws or is being made pursuant to the Securities Act and such state laws, which Opinion of
Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Servicer
or the Depositor and (b) the transferee executes a representation letter, substantially in the form of
Exhibit D hereto, and the transferor executes a representation letter, substantially in the form of
Exhibit E hereto, each acceptable to and in form and substance satisfactory to the Certificate Registrar
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and the Depositor certifying the facts surrounding such transfer, which representation letters shall not
be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Servicer or the Depositor
and (B) the Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit F)
acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the
Depositor, which certificate shall not be an expense of the Trust, the Owner Trustee, the Certificate
Registrar or the Depositor. If such Certificateholder is unable to provide a Certificate of Non-Foreign
Status, such Certificateholder must provide an Opinion of Counsel as described in the preceding
paragraph. The Certificateholder desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trust, the Owner Trustee, the Certificate Registrar, the Servicer, the Enhancer and the
Depositor against any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws. No transfer of Certificates or any interest therein shall
be made to any Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person
acquiring such Certificates with Plan Assets unless the Depositor, the Owner Trustee, the Certificate
Registrar and the Servicer are provided with an Opinion of Counsel that establishes to the satisfaction
of the Depositor, the Owner Trustee, the Certificate Registrar and the Servicer that the purchase of
Certificates is permissible under applicable law, will not constitute or result in any prohibited
transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Owner
Trustee, the Certificate Registrar or the Servicer to any obligation or liability (including obligations
or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Trust
Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee, the
Certificate Registrar or the Servicer. In lieu of such Opinion of Counsel, a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with Plan
Assets of a Plan may provide a certification in the form of Exhibit G to this Trust Agreement, which the
Depositor, the Owner Trustee, the Certificate Registrar and the Servicer may rely upon without further
inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in
connection with the initial transfer of any such Certificate by the Depositor to an Affiliate of the
Depositor (in which case, the Depositor or any such Affiliate shall be deemed to have represented that
such Affiliate is not a Plan or a Person investing Plan Assets of any Plan) and the Owner Trustee shall
be entitled to conclusively rely upon a representation (which, upon the request of the Owner Trustee,
shall be a written representation) from the Depositor of the status of such transferee as an Affiliate
of the Depositor.
In addition, with respect to each Class R Certificate:
(i) Each Person who has or who acquires any Ownership Interest in a Class R Certificate
shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound
by the following provisions and to have irrevocably authorized the Certificate Paying Agent or its
designee under clause (iii)(A) below to deliver payments to a Person other than such Person and to
negotiate the terms of any mandatory sale under clause (iii)(B) below and to execute all instruments of
transfer and to do all other things necessary in connection with any such sale. The rights of each
Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following
provisions:
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(A) Each Person holding or acquiring any Ownership Interest in a Class R
Certificate shall be a Permitted Transferee and shall promptly notify the Owner Trustee of any
change or impending change in its status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership Interest in a
Class R Certificate, the Certificate Registrar shall require delivery to it, and shall not
register the Transfer of any Class R Certificate until its receipt of, (I) an affidavit and
agreement (a "Transfer Affidavit and Agreement," in the form attached hereto as Exhibit J-1)
from the proposed Transferee, in form and substance satisfactory to the Servicer, representing
and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring
its Ownership Interest in the Class R Certificate that is the subject of the proposed Transfer
as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so
long as it retains its Ownership Interest in a Class R Certificate, it will endeavor to remain
a Permitted Transferee, and that it has reviewed the provisions of this Section 3.05 and agrees
to be bound by them, and (II) a certificate, in the form attached hereto as Exhibit J-2, from
the Certificateholder of a Class R Certificate wishing to transfer the Class R Certificate, in
form and substance satisfactory to the Servicer, representing and warranting, among other
things, that no purpose of the proposed Transfer is to impede the assessment or collection of
tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a
proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate
Registrar who is assigned to this Agreement has actual knowledge that the proposed Transferee
is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class R Certificate to
such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a Class R
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person
to whom such Person attempts to transfer its Ownership Interest in a Class R Certificate and
(y) not to transfer its Ownership Interest unless it provides a certificate to the Certificate
Registrar in the form attached hereto as Exhibit J-2.
(E) Each Person holding or acquiring an Ownership Interest in a Class R
Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the
Certificate Registrar written notice that it is a "pass-through interest holder" within the
meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon
acquiring an Ownership Interest in a Class R Certificate, if it is, or is holding an Ownership
Interest in a Class R Certificate on behalf of, a "pass-through interest holder."
(ii) The Certificate Registrar will register the Transfer of any Class R Certificate only
if it shall have received the Transfer Affidavit and Agreement, a certificate of the Certificateholder
of a Class R Certificate requesting such transfer in the form attached hereto as Exhibit G-2 and all of
such other documents as shall have been reasonably required by the Certificate Registrar as a condition
to such registration. Transfers of the Class R Certificates to Non-United States Persons and
Disqualified Organizations are prohibited.
9
(iii) (A) If any Disqualified Organization shall become a holder of a Class R
Certificate, then the last preceding Permitted Transferee shall be restored, to the extent
permitted by law, to all rights and obligations as Certificateholder of a Class R Certificate
thereof retroactive to the date of registration of such Transfer of such Class R Certificate.
If a Non-United States Person shall become a holder of a Class R Certificate, then the last
preceding United States Person shall be restored, to the extent permitted by law, to all rights
and obligations as Certificateholder of a Class R Certificate thereof retroactive to the date
of registration of such Transfer of such Class R Certificate. If a transfer of a Class R
Certificate is disregarded pursuant to the provisions of Treasury Regulations Section 1.860E-1
or Section 1.860G-3, then the last preceding Permitted Transferee shall be restored, to the
extent permitted by law, to all rights and obligations as Certificateholder of a Class R
Certificate thereof retroactive to the date of registration of such Transfer of such Class R
Certificate. The Certificate Registrar shall be under no liability to any Person for any
registration of Transfer of a Class R Certificate that is in fact not permitted by this Section
3.05 or for making any payments due on such Certificate to the holder thereof or for taking any
other action with respect to such holder under the provisions of this Agreement.
(B) If any purported Transferee shall become a Certificateholder of a Class R
Certificate in violation of the restrictions in this Section 3.05 and to the extent that the
retroactive restoration of the rights of the Certificateholder of such Class R Certificate as
described in clause (iii)(A) above shall be invalid, illegal or unenforceable, then the
Servicer shall have the right, without notice to the holder or any prior holder of such Class R
Certificate, to sell such Class R Certificate to a purchaser selected by the Servicer on such
terms as the Servicer may choose. Such purported Transferee shall promptly endorse and deliver
each Class R Certificate in accordance with the instructions of the Servicer. Such purchaser
may be the Servicer itself or any Affiliate of the Servicer. The proceeds of such sale, net of
the commissions (which may include commissions payable to the Servicer or its Affiliates),
expenses and taxes due, if any, will be remitted by the Servicer to such purported Transferee.
The terms and conditions of any sale under this clause (iii)(B) shall be determined in the sole
discretion of the Servicer, and the Servicer shall not be liable to any Person having an
Ownership Interest in a Class R Certificate as a result of its exercise of such discretion.
(iv) The Certificate Paying Agent shall make available, upon written request from the
Internal Revenue Service and any potentially affected Person, all information necessary to compute any
tax imposed (A) as a result of the Transfer of an Ownership Interest in a Class R Certificate to any
Person who is a Disqualified Organization, including the information regarding "excess inclusions" of
such Class R Certificates required to be provided to the Internal Revenue Service and certain Persons as
described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result of any
regulated investment company, real estate investment trust, common trust fund, partnership, trust,
estate or organization described in Section 1381 of the Code that holds an Ownership Interest in a
Class R Certificate having as among its record holders at any time any Person who is a Disqualified
Organization. Reasonable compensation for providing such information may be required by the REMIC
Administrator before it will provide such information to any such potentially affected Person.
10
(v) The provisions of this Section 3.05 set forth prior to this clause (v) may be
modified, added to or eliminated, provided that there shall have been delivered to the Owner Trustee the
following:
(A) written notification from each Rating Agency to the effect that the
modification, addition to or elimination of such provisions will not cause such Rating Agency
to downgrade its then-current ratings, if any, of any Class of the Notes below the lower of the
then-current rating or the rating assigned to such Notes as of the Closing Date by such Rating
Agency without regard to the Policy; and
(B) subject to Section 11.01(f), an Officers' Certificate of the Servicer stating that the
Servicer has received an Opinion of Counsel, in form and substance satisfactory to the Servicer, to the
effect that such modification, addition to or absence of such provisions will not cause any portion of
any of the REMICs to cease to qualify as a REMIC and will not cause (x) any portion of any of the REMICs
to be subject to an entity-level tax caused by the Transfer of any Class R Certificate to a Person that
is a Disqualified Organization or (y) a Certificateholder or another Person to be subject to a
REMIC-related tax caused by the Transfer of a Class R Certificate to a Person that is not a Permitted
Transferee.
Section 3.06. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated
Certificate shall be surrendered to the Certificate Registrar, or if the Certificate Registrar shall
receive evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there
shall be delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may
be required by them to save each of them and the Issuer from harm, then in the absence of notice to the
Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a bona fide
purchaser, the Owner Trustee on behalf of the Trust shall execute and the Owner Trustee or the
Certificate Paying Agent, as the Trust's authenticating agent, shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
of like tenor and denomination. In connection with the issuance of any new Certificate under this
Section 3.06, the Owner Trustee or the Certificate Registrar may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection therewith. Any
duplicate Certificate issued pursuant to this Section 3.06 shall constitute conclusive evidence of
ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.
Section 3.07. Persons Deemed Certificateholders. Prior to due presentation of a Certificate
for registration of transfer, the Owner Trustee, the Certificate Registrar or any Certificate Paying
Agent may treat the Person in whose name any Certificate is registered in the Certificate Register as
the owner of such Certificate for the purpose of receiving distributions pursuant to Section 5.02 and
for all other purposes whatsoever, and none of the Trust, the Owner Trustee, the Certificate Registrar
or any Paying Agent shall be bound by any notice to the contrary.
Section 3.08. Access to List of Certificateholders' Names and Addresses. The Certificate
Registrar shall furnish or cause to be furnished to the Depositor or the Owner Trustee, within 15 days
after receipt by the Certificate Registrar of a written request therefor from the Depositor or the Owner
Trustee, a list, in such form as the Depositor or the Owner Trustee, as the case may be, may reasonably
11
require, of the names and addresses of the Certificateholders as of the most recent Record Date. If
three or more Certificateholders, or one or more Certificateholders evidencing not less than 25% of the
Certificate Percentage Interest of any Class, apply in writing to the Owner Trustee or the Certificate
Registrar, and such application states that the applicants desire to communicate with other
Certificateholders, with respect to their rights under this Agreement or under the Certificates and such
application is accompanied by a copy of the communication that such applicants propose to transmit, then
the Owner Trustee shall, within five (5) Business Days after the receipt of such application, afford
such applicants access during normal business hours to the current list of Certificateholders. Each
Certificateholder, by receiving and holding a Certificate, shall be deemed to have agreed not to hold
any of the Trust, the Depositor, the Certificate Registrar or the Owner Trustee accountable by reason of
the disclosure of its name and address, regardless of the source from which such information was derived.
Section 3.09. Maintenance of Office or Agency. The Owner Trustee, on behalf of the Trust,
shall maintain in The City of New York an office or offices or agency or agencies where Certificates may
be surrendered for registration of transfer or exchange and where notices and demands to or upon the
Owner Trustee in respect of the Certificates and the Basic Documents may be served. The Owner Trustee
initially designates the Corporate Trust Office of the Indenture Trustee (or such other office as the
Indenture Trustee may specify to the Owner Trustee) as its office for such purposes. The Owner Trustee
shall give prompt written notice to the Depositor, the Certificateholders and the Enhancer of any change
in the location of the Certificate Register or any such office or agency.
Section 3.10. Certificate Paying Agent.
(a) The Certificate Paying Agent shall make distributions to Certificateholders from
the Distribution Account on behalf of the Trust in accordance with the provisions of the Certificates
and Section 5.01 hereof from payments remitted to the Certificate Paying Agent by the Indenture Trustee
pursuant to Section 3.05 of the Indenture. The Trust hereby appoints the Indenture Trustee as
Certificate Paying Agent. The Certificate Paying Agent shall:
(i) hold all sums held by it for the payment of amounts due with respect
to the Certificates in trust for the benefit of the Persons entitled thereto until such sums shall be
paid to such Persons or otherwise disposed of as herein provided;
(ii) give the Owner Trustee notice of any default by the Trust of which it
has actual knowledge in the making of any payment required to be made with respect to the Certificates;
(iii) at any time during the continuance of any such default, upon the
written request of the Owner Trustee, forthwith pay to the Owner Trustee on behalf of the Trust all sums
so held in trust by such Certificate Paying Agent;
(iv) immediately resign as Certificate Paying Agent and forthwith pay to
the Owner Trustee on behalf of the Trust all sums held by it in trust for the payment of Certificates if
12
at any time it ceases to meet the standards required to be met by the Certificate Paying Agent at the
time of its appointment;
(v) comply with all requirements of the Code with respect to the
withholding from any payments made by it on any Certificates of any applicable withholding taxes imposed
thereon and with respect to any applicable reporting requirements in connection therewith; and
(vi) deliver to the Owner Trustee a copy of the report to
Certificateholders prepared with respect to each Payment Date by the Servicer pursuant to Section 4.01
of the Servicing Agreement.
(b) The Trust may revoke such power and remove the Certificate Paying Agent if the
Owner Trustee determines in its sole discretion that the Certificate Paying Agent shall have failed to
perform its obligations under this Trust Agreement in any material respect. The Indenture Trustee shall
be permitted to resign as Certificate Paying Agent upon 30 days' written notice to the Owner Trustee and
the Enhancer; provided the Indenture Trustee is also resigning as Paying Agent under the Indenture at
such time. In the event that the Indenture Trustee shall no longer be the Certificate Paying Agent
under this Trust Agreement and Paying Agent under the Indenture, the Owner Trustee shall appoint a
successor to act as Certificate Paying Agent (which shall be a bank or trust company) and which shall
also be the successor Paying Agent under the Indenture. The Owner Trustee shall cause such successor
Certificate Paying Agent or any additional Certificate Paying Agent appointed by the Owner Trustee to
execute and deliver to the Owner Trustee an instrument to the effect set forth in this Section 3.10 as
it relates to the Certificate Paying Agent. The Certificate Paying Agent shall return all unclaimed
funds to the Trust and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall
also return all funds in its possession to the Trust. The provisions of Sections 6.01, 6.04 and 7.01
shall apply to the Certificate Paying Agent to the extent applicable. Any reference in this Trust
Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires
otherwise.
(c) The Certificate Paying Agent shall establish and maintain with itself the
Distribution Account in which the Certificate Paying Agent shall deposit, on the same day as it is
received from the Indenture Trustee, each remittance received by the Certificate Paying Agent with
respect to payments made pursuant to the Indenture. Pending any such distribution, funds deposited in
the Distribution Account on a Payment Date and not distributed to the Certificateholders on such Payment
Date shall be invested by the Certificate Paying Agent in Permitted Investments selected by the Servicer
(or if no selection is made by the Servicer in Permitted Investments described in clause (v) of the
definition thereof) maturing no later than the Business Day preceding the next succeeding Payment Date
(except that any investment in the institution with which the Distribution Account is maintained may
mature on such Payment Date and shall not be sold or disposed of prior to the maturity). All investment
income earned in respect of funds on deposit in the Distribution Account shall be credited to the
Distribution Account. The Certificate Paying Agent shall make all distributions on the Certificates as
provided in Section 3.05 of the Indenture and Section 5.01(a) of this Trust Agreement from moneys on
deposit in the Distribution Account.
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Section 3.11. Cooperation. The Owner Trustee shall cooperate in all respects with any
reasonable request by the Enhancer for action to preserve or enforce the Enhancer's rights or interest
under this Trust Agreement or the Insurance Agreement, consistent with this Trust Agreement and without
limiting the rights of the Certificateholders as otherwise expressly set forth in this Trust Agreement.
Section 3.12. Intentionally Omitted.
Section 3.13. Subordination. Except as otherwise provided in the Basic Documents, for so
long as any Notes are outstanding or unpaid, the Certificateholders will generally be subordinated in
right of payment, under the Certificates or otherwise, to payments to the Noteholders under, or
otherwise related to, the Indenture. If an Event of Default has occurred and is continuing under the
Indenture, the Certificates will be fully subordinated to obligations owing by the Trust to the
Noteholders and the Enhancer under, or otherwise related to, the Indenture, and no distributions will be
made on the Certificates until the Noteholders and the Indenture Trustee and the Enhancer have been
irrevocably paid in full.
Section 3.14. No Priority Among Certificates. All Certificateholders shall rank equally as
to amounts distributable upon the liquidation, dissolution or winding up of the Trust, with no
preference or priority being afforded to any Certificateholders over any other Certificateholders,
except that amounts distributable will be distributed first to the Class SB Certificates, in an amount
equal to the Class SB Distribution Amount, before being distributed to any other Class of Certificates.
ARTICLE IV
Authority and Duties of Owner Trustee
Section 4.01. General Authority. The Owner Trustee is authorized and directed to execute
and deliver the Basic Documents to which the Trust is to be a party and each certificate or other
document attached as an exhibit to or contemplated by the Basic Documents to which the Trust is to be a
party, as well as any certificate that supports the factual assumptions made in any Opinion of Counsel
delivered on the Closing Date, and any amendment or other agreement or instrument described herein, in
each case, in such form as the Owner Trustee shall approve, as evidenced conclusively by the Owner
Trustee's execution thereof. In addition to the foregoing, the Owner Trustee is obligated to take all
actions required of the Trust pursuant to the Basic Documents.
Section 4.02. General Duties. The Owner Trustee shall be responsible to administer the
Trust pursuant to the terms of this Trust Agreement and the other Basic Documents to which the Trust is
a party and in the interest of the Certificateholders, subject to the Basic Documents and in accordance
with the provisions of this Trust Agreement.
Section 4.03. Action upon Instruction.
(a) Subject to this Article IV and Section 11.13 of this Trust Agreement and in
accordance with the terms of the Basic Documents, the Certificateholders may by written instruction
14
direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by
written instruction of the Certificateholders pursuant to this Article IV.
(b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any
action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or
shall have been advised by counsel, that such action is likely to result in liability on the part of the
Owner Trustee or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary
to law.
(c) Whenever the Owner Trustee is unable to decide between alternative courses of
action permitted or required by the terms of this Trust Agreement or under any other Basic Document, or
in the event that the Owner Trustee is unsure as to the application of any provision of this Trust
Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is,
or appears to be, in conflict with any other applicable provision, or in the event that this Trust
Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course
of action that the Owner Trustee is required to take with respect to a particular set of facts, the
Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances)
to the Certificateholders (with a copy to the Enhancer) requesting instruction as to the course of
action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any
written instructions received from Certificateholders of Certificates representing a majority of the
aggregate Certificate Percentage Interest of each Class of Certificates, the Owner Trustee shall not be
liable on account of such action to any Person. If the Owner Trustee shall not have received
appropriate instruction within 10 days of such notice (or within such shorter period of time as
reasonably may be specified in such notice or may be necessary under the circumstances) it may, but
shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust
Agreement or the other Basic Documents, as it shall deem to be in the best interests of the
Certificateholders, and the Owner Trustee shall have no liability to any Person for such action or
inaction.
Section 4.04. No Duties Except as Specified under Specified Documents or in Instructions.
The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to,
register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take or
refrain from taking any action under, or in connection with, any document contemplated hereby to which
the Owner Trustee is a party, except as expressly provided (i) in accordance with the powers granted to
and the authority conferred upon the Owner Trustee pursuant to this Trust Agreement, (ii) in accordance
with the Basic Documents and (iii) in accordance with any document or instruction delivered to the Owner
Trustee pursuant to Section 4.03; and no implied duties or obligations shall be read into this Trust
Agreement or any other Basic Document against the Owner Trustee. The Owner Trustee shall have no
responsibility for filing any financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or
to prepare or file any filing with the Commission for the Trust or to record this Trust Agreement or any
other Basic Document. The Owner Trustee nevertheless agrees that it will, at its own cost and expense,
promptly take all action as may be necessary to discharge any liens on any part of the Trust Estate that
result from actions by, or claims against, the Owner Trustee that are not related to the ownership or
the administration of the Trust Estate.
15
Section 4.05. Restrictions.
(a) The Owner Trustee shall not take any action (i) that is inconsistent with the
purposes of the Trust set forth in Section 2.03 or (ii) that, to the actual knowledge of the Owner
Trustee, would cause the Trust to be treated as an association (or a publicly-traded partnership)
taxable as a corporation or a taxable mortgage pool for federal income tax purposes or would cause any
of the REMICs to fail to qualify as a REMIC or cause any of the REMICs to be subject to tax at any time
that any of the Notes or Certificates are outstanding or any obligations are due and owing to the
Enhancer under the Insurance Agreement. The Certificateholders shall not direct the Owner Trustee to
take action that would violate the provisions of this Section 4.05.
(b) The Owner Trustee shall not convey or transfer any of the Trust's properties or
assets, including those included in the Trust Estate, to any person unless (i) it shall have received an
Opinion of Counsel to the effect that such transaction will not have any material adverse tax
consequence to the Trust or any Certificateholder and (ii) such conveyance or transfer shall not violate
the provisions of Section 3.16(b) of the Indenture.
Section 4.06. Prior Notice to Certificateholders and the Enhancer with Respect to Certain
Matters. With respect to the following matters, the Owner Trustee shall not take action unless, at
least 30 days before the taking of such action, the Owner Trustee shall have notified the
Certificateholders and the Enhancer in writing of the proposed action and the Enhancer, or if an
Enhancer Default has occurred and is continuing, the Certificateholders of Certificates representing a
majority of the aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in
writing prior to the 30th day after such notice is given that the Enhancer or such Certificateholders,
as applicable, have withheld consent or provided alternative direction:
(a) the initiation of any Proceeding by the Trust (except Proceedings brought in
connection with the collection of cash distributions due and owing under the Mortgage Loans) and the
compromise of any Proceeding brought by or against the Trust (except with respect to the aforementioned
Proceedings for collection of cash distributions due and owing under the Mortgage Loans);
(b) the election by the Trust to file an amendment to the Certificate of Trust (unless
such amendment is required to be filed under the Statutory Trust Statute);
(c) the amendment of any of the Basic Documents in circumstances where the consent of
any Noteholder is required;
(d) the amendment of any of the Basic Documents in circumstances where the consent of
any Noteholder is not required and such amendment materially and adversely affects the interest of the
Certificateholders;
(e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying
Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or
Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture
Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or
this Trust Agreement, as applicable.
16
Section 4.07. Action by Certificateholders with Respect to Certain Matters. The Owner
Trustee shall not have the power, except upon the written direction of Certificateholders of
Certificates evidencing not less than a majority of the aggregate Certificate Percentage Interest of
each Class of Certificates, and with the consent of the Enhancer, to (a) remove the Servicer under the
Servicing Agreement pursuant to Section 7.01 thereof or (b) except as expressly provided in the Basic
Documents, sell the Mortgage Loans after the termination of the Indenture.
Section 4.08. Action by Certificateholders with Respect to Bankruptcy. The Owner Trustee
shall not have the power to commence a voluntary Proceeding in bankruptcy relating to the Trust without
the unanimous prior approval of all Certificateholders, and with the consent of the Enhancer, and the
delivery to the Owner Trustee by each such Certificateholder of a certificate certifying that such
Certificateholder reasonably believes that the Trust is insolvent.
Section 4.09. Restrictions on Certificateholders' Power. The Certificateholders shall not
direct the Owner Trustee to take or to refrain from taking any action if such action or inaction would
be contrary to any obligation of the Trust or the Owner Trustee under this Trust Agreement or any of the
other Basic Documents or would be contrary to Section 2.03, nor shall the Owner Trustee be obligated to
follow any such direction, if given.
Section 4.10. Majority Control. Except as expressly provided herein, any action that may be
taken by the Certificateholders under this Trust Agreement may be taken by the Certificateholders of
Certificates evidencing not less than a majority of the aggregate Certificate Percentage Interest of the
Class specified, if any. Except as expressly provided herein, any written notice of the
Certificateholders of a Class delivered pursuant to this Trust Agreement shall be effective if signed by
the Certificateholders of Certificates evidencing not less than a majority of the aggregate Certificate
Percentage Interest of such Class at the time of the delivery of such notice.
Section 4.11. Doing Business in Other Jurisdictions. Notwithstanding anything contained
herein to the contrary, neither Wilmington Trust Company nor the Owner Trustee shall be required to take
any action in any jurisdiction other than in the State of Delaware if the taking of such action will,
even after the appointment of a co-trustee or separate trustee in accordance with Section 9.05 hereof,
(i) require the consent or approval or authorization or order of or the giving of notice to, or the
registration with or the taking of any other action in respect of, any state or other governmental
authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or
other governmental charge under the laws of the State of Delaware becoming payable by Wilmington Trust
Company, or (iii) subject Wilmington Trust Company to personal jurisdiction in any jurisdiction other
than the State of Delaware for causes of action arising from acts unrelated to the consummation of the
transactions by Wilmington Trust Company or the Owner Trustee, as the case may be, contemplated hereby.
17
ARTICLE V
Application of Trust Funds
Section 5.01. Distributions.
(a) On each Payment Date occurring in the months of March, June, September and
December, on any date on which the Trust is terminated pursuant to Section 8.01, and on each other
Payment Date for which the Certificate Paying Agent has received written notice from the
Certificateholders by the Determination Date relating to such Payment Date requesting funds on deposit
in the Distribution Account to be distributed, the Certificate Paying Agent shall distribute to the
Certificateholders all funds on deposit in the Distribution Account and available therefor as provided
in Section 3.05 of the Indenture. Such amounts shall be distributed, first, to the Certificateholders
of the Class SB Certificates, in an amount equal to the Class SB Distribution Amount for such Payment
Date and the Class SB Distribution Amount for any previous Payment Date to the extent not previously
paid, and second, to the Certificateholders of the Class R Certificates, any amounts remaining. All
distributions made pursuant to this Section to any Class of Certificates shall be distributed to the
Certificateholders of such Class pro rata based on the respective Percentage Interests thereof.
(b) In the event that any withholding tax is imposed on the distributions (or
allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable
to such Certificateholder in accordance with this Section 5.01. The Certificate Paying Agent is hereby
authorized and directed to retain or cause to be retained from amounts otherwise distributable to the
Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but
such authorization shall not prevent the Owner Trustee from contesting any such tax in appropriate
Proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such
Proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be
treated as cash distributed to such Certificateholder at the time it is withheld by the Certificate
Paying Agent and remitted to the appropriate taxing authority. If there is a possibility that
withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S.
Certificateholder), the Certificate Paying Agent may in its sole discretion withhold such amounts in
accordance with this paragraph (b).
(c) Distributions to Certificateholders shall be subordinated to the creditors of the
Trust, including the Noteholders
(d) Allocations of profits, income and losses, as determined for federal income tax
purposes, shall be made among the Classes of Certificates in accordance with the REMIC Provisions and
within each Class of Certificates to the Certificateholders on a pro rata basis based on the Certificate
Percentage Interests thereof.
(e) On each Payment Date, the following amounts in the following order of priority,
from the amounts allocable to the Noteholders and Certificateholders pursuant to Section 3.05 of the
Indenture, shall be deemed to have been distributed by REMIC I to REMIC II on account of the REMIC I
Regular Interests or shall be withdrawn from the Distribution Account and distributed to the holders of
the Class R-I Certificates, as the case may be:
18
(i) first, to the Holders of the REMIC I Regular Interests, in an amount equal to
(A) the Uncertificated Accrued Interest for such Payment Date, plus (B) any amounts in respect
thereof remaining unpaid from previous Payment Dates; and
(ii) second, to the Holders of the REMIC I Regular Interests, in an amount equal to
the remainder of the Collections for such Payment Date after the distributions made pursuant to
clause (i) above, allocated in the following order of priority:
(A) to the Holders of REMIC I Regular Interests LT2, LT3 and LT4, the LT2
Principal Distribution Amount, LT3 Principal Distribution Amount and LT4 Principal
Distribution Amount, respectively;
(B) to the Holders of REMIC I Regular Interest LT1, until the
Uncertificated Principal Balance of REMIC I Regular Interest LT1 is reduced to zero;
(C) to the Holders of REMIC I Regular Interests LT2, LT3 and LT4, pro
rata according to their respective Uncertificated Principal Balance as reduced by the
distributions deemed made pursuant to clause (A) above, until the Uncertificated
Principal Balance of each such REMIC I Regular Interest is reduced to zero; and
(iii) any remaining amount to the Holders of the Class R-I Certificates.
(f) On each Payment Date, the amounts allocable to the Noteholders and
Certificateholders pursuant to Section 3.05 of the Indenture and deemed to have been distributed to
REMIC I from REMIC II pursuant to paragraph (e), shall be deemed to have been distributed by REMIC II to
the holders of the REMIC II Regular Interests on account of the REMIC I Regular Interests or shall be
withdrawn from the Distribution Account and distributed to the holders of the Class R-II Certificates,
as the case may be in accord with the provisions relating thereto in Section 3.05 of the Indenture and
in this Trust Agreement.
(g) Payments from the Hedge Agreement to the Holders of the Class A-1 Notes, will be
from the Holder of the Class SB Certificates which is entitled to amounts received under the Hedge
Agreement. The rights of the Holder of the Class SB Certificates to payments from the Hedge Agreements
shall be outside and apart from its rights under the REMIC II Regular Interest SB IO and REMIC II
Regular Interest SB PO, which will not be a part of their ownership of the REMIC II Regular Interests.
Section 5.02. Method of Payment. Subject to Section 8.01(c), distributions required to be
made to Certificateholders on any Payment Date as provided in Section 5.01 shall be made to each
Certificateholder of record on the preceding Record Date by wire transfer, in immediately available
funds, to the account of each Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided to the Certificate Registrar appropriate written
instructions at least five Business Days prior to such Payment Date or, if not, by check or money order
mailed to such Certificateholder at the address of such Certificateholder appearing in the Certificate
Register.
19
Section 5.03. Signature on Returns. The REMIC Administrator, as agent for the Owner
Trustee, shall sign on behalf of the Trust the tax returns of the REMICs. The Owner Trustee shall give
the REMIC Administrator all such powers of attorney as are needed to enable the REMICs Administrator to
prepare and sign such tax returns. In the event that approval from the applicable District Director of
the Internal Revenue Service for the REMIC Administrator to sign the tax returns is not forthcoming
following application, the REMIC Administrator shall prepare and the Owner Trustee shall sign the tax
returns for the REMICs.
Section 5.04. Statements to Certificateholders. On each Payment Date, the Certificate
Paying Agent shall make available to each Certificateholder the statement or statements provided to the
Owner Trustee and the Certificate Paying Agent by the Servicer pursuant to Section 4.01 of the Servicing
Agreement with respect to such Payment Date.
ARTICLE VI
Concerning the Owner Trustee
Section 6.01. Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby
created and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms
of this Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agree to disburse all
moneys actually received by it constituting part of the Trust Estate upon the terms of this Trust
Agreement and the other Basic Documents. The Owner Trustee shall not be answerable or accountable
hereunder or under any Basic Document under any circumstances, except (i) for its own willful
misconduct, negligence or bad faith or negligent failure to act or (ii) in the case of the inaccuracy of
any representation or warranty contained in Section 6.03 expressly made by the Owner Trustee. In
particular, but not by way of limitation (and subject to the exceptions set forth in the preceding
sentence):
(a) no provision of this Trust Agreement or any other Basic Document shall require the
Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of
any of its rights, duties or powers hereunder or under any other Basic Document if the Owner Trustee
shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured or provided to it;
(b) under no circumstances shall the Owner Trustee be liable for indebtedness
evidenced by or arising under any of the Basic Documents, including the principal of and interest on the
Notes;
(c) the Owner Trustee shall not be responsible for or in respect of the validity or
sufficiency of this Trust Agreement or for the due execution hereof by the Depositor for the form,
character, genuineness, sufficiency, value or validity of any of the Trust Estate, or for or in respect
of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the
certificate of authentication on the Certificates, if executed by the Owner Trustee and the Owner
Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to any
Certificateholder, other than as expressly provided for herein or in the other Basic Documents;
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(d) the execution, delivery, authentication and performance by the Owner Trustee of
this Trust Agreement will not require the authorization, consent or approval of, the giving of notice
to, the filing or registration with, or the taking of any other action with respect to, any governmental
authority or agency;
(e) the Owner Trustee shall not be liable for the default or misconduct of the
Depositor, Indenture Trustee or the Servicer under any of the Basic Documents or otherwise and the Owner
Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust
Agreement or the other Basic Documents that are required to be performed by the Indenture Trustee under
the Indenture or the Sellers under the Purchase Agreement; and
(f) the Owner Trustee shall be under no obligation to exercise any of the rights or
powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any
litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any other
Basic Document, at the request, order or direction of any of the Certificateholders, unless such
Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against
the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby.
Notwithstanding the foregoing, the Enhancer may direct any litigation under this Trust Agreement. The
right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any
other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for
other than its negligence, bad faith or willful misconduct in the performance of any such act.
Section 6.02. Furnishing of Documents. The Owner Trustee shall furnish to the
Securityholders promptly upon receipt of a written reasonable request therefor, duplicates or copies of
all reports, notices, requests, demands, certificates, financial statements and any other instruments
furnished to the Trust under the Basic Documents.
Section 6.03. Representations and Warranties. The Owner Trustee hereby represents and
warrants to the Depositor, for the benefit of the Certificateholders, that:
(a) It is a banking corporation duly organized and validly existing in good standing
under the laws of the State of Delaware. It has all requisite corporate power and authority to execute,
deliver and perform its obligations under this Trust Agreement;
(b) It has taken all corporate action necessary to authorize the execution and
delivery by it of this Trust Agreement, and this Trust Agreement will be executed and delivered by one
of its officers who is duly authorized to execute and deliver this Trust Agreement on its behalf;
(c) Neither the execution nor the delivery by it of this Trust Agreement, nor the
consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or
provisions hereof will contravene any federal or Delaware law, governmental rule or regulation governing
the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute
any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or
instrument to which it is a party or by which any of its properties may be bound;
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(d) This Trust Agreement, assuming due authorization, execution and delivery by the
Owner Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Owner Trustee,
enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and
to general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;
(e) The Owner Trustee 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
other) or operations of the Owner Trustee or its properties or might have consequences that would
materially adversely affect its performance hereunder; and
(f) No litigation is pending or, to the best of the Owner Trustee's knowledge,
threatened against the Owner Trustee which would prohibit its entering into this Trust Agreement or
performing its obligations under this Trust Agreement.
Section 6.04. Reliance; Advice of Counsel.
(a) The Owner Trustee shall incur no liability to anyone in acting upon any signature,
instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond, or other
document or paper believed by it to be genuine and believed by it to be signed by the proper party or
parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or
other governing body of any corporate party as conclusive evidence that such resolution has been duly
adopted by such body and that the same is in full force and effect. As to any fact or matter the method
of determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes
hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other
authorized officers of the relevant party, as to such fact or matter and such certificate shall
constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in
good faith in reliance thereon.
(b) In the exercise or administration of the Trust hereunder and in the performance of
its duties and obligations under this Trust Agreement or the other Basic Documents, the Owner Trustee
(i) may act directly or through its agents, attorneys, custodians or nominees (including persons acting
under a power of attorney) pursuant to agreements entered into with any of them, and the Owner Trustee
shall not be liable for the conduct or misconduct of such agents, attorneys, custodians or nominees
(including persons acting under a power of attorney) if such persons have been selected by the Owner
Trustee with reasonable care, and (ii) may consult with counsel, accountants and other skilled persons
to be selected with reasonable care and employed by it at the expense of the Trust. The Owner Trustee
shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the
opinion or advice of any such counsel, accountants or other such Persons and not contrary to this Trust
Agreement or any other Basic Document.
Section 6.05. Not Acting in Individual Capacity. Except as provided in this Article VI, in
accepting the trusts hereby created Wilmington Trust Company acts solely as Owner Trustee hereunder and
not in its individual capacity, and all Persons having any claim against the Owner Trustee by reason of
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the transactions contemplated by this Trust Agreement or any other Basic Document shall look only to the
Trust Estate for payment or satisfaction thereof.
Section 6.06. Owner Trustee Not Liable for Certificates or Related Documents. The recitals
contained herein and in the Certificates (other than the signatures of the Owner Trustee on the
Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no
responsibility for the correctness thereof. The Owner Trustee makes no representations as to the
validity or sufficiency of this Trust Agreement, of any other Basic Document or of the Certificates
(other than the signatures of the Owner Trustee on the Certificates) or the Notes, or of any Related
Documents. The Owner Trustee shall at no time have any responsibility or liability with respect to the
sufficiency of the Trust Estate or its ability to generate the payments to be distributed to
Certificateholders under this Trust Agreement or the Noteholders under the Indenture, including, the
compliance by the Depositor or the Sellers with any warranty or representation made under any Basic
Document or in any related document or the accuracy of any such warranty or representation, or any
action of the Certificate Paying Agent, the Certificate Registrar or the Indenture Trustee taken in the
name of the Owner Trustee.
Section 6.07. Owner Trustee May Own Certificates and Notes. The Owner Trustee in its
individual or any other capacity may become the owner or pledgee of Certificates or Notes and may deal
with the Depositor, the Sellers, the Certificate Paying Agent, the Certificate Registrar and the
Indenture Trustee in transactions with the same rights as it would have if it were not Owner Trustee.
ARTICLE VII
Compensation of Owner Trustee
Section 7.01. Owner Trustee's Fees and Expenses. The Owner Trustee shall receive as
compensation for its services hereunder such fees as have been separately agreed upon before the date
hereof in accordance with Section 6.06 of the Servicing Agreement, and the Owner Trustee shall be
reimbursed for its reasonable expenses hereunder and under the other Basic Documents, including the
reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel
as the Owner Trustee may reasonably employ in connection with the exercise and performance of its rights
and its duties hereunder and under the other Basic Documents which shall be payable by the Servicer
pursuant to Section 3.09 of the Servicing Agreement.
Section 7.02. Indemnification. The Certificateholder of the majority of the Percentage
Interest of the Certificates shall indemnify, defend and hold harmless the Owner Trustee and its
successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any
and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all
reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind
and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or
asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of
this Trust Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust
Estate or the action or inaction of the Owner Trustee hereunder; provided, that:
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(a) the Certificateholder of the majority of the Percentage Interest of the Class SB
Certificates shall not be liable for or required to indemnify an Indemnified Party from and against
Expenses arising or resulting from the Owner Trustee's willful misconduct, negligence or bad faith or as
a result of any inaccuracy of a representation or warranty contained in Section 6.03 expressly made by
the Owner Trustee;
(b) with respect to any such claim, the Indemnified Party shall have given the
Certificateholder of the majority of the Percentage Interest of the Class SB Certificates written notice
thereof promptly after the Indemnified Party shall have actual knowledge thereof;
(c) (c) while maintaining control over its own defense, the Certificateholder of the
majority of the Percentage Interest of the Class SB Certificates shall consult with the Indemnified
Party in preparing such defense; and
(d) while maintaining control over its own defense, the Certificateholder of the
majority of the Percentage Interest of the Class SB Certificates shall consult with the Indemnified
Party in preparing such defense.
The indemnities contained in this Section shall survive the resignation or termination of the
Owner Trustee or the termination of this Trust Agreement. In the event of any Proceeding for which
indemnity may be sought pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if
other than the legal counsel retained by the Owner Trustee in connection with the execution and delivery
of this Trust Agreement, shall be subject to the approval of the Certificateholder of the majority of
the Percentage Interest of the Class SB Certificates, which approval shall not be unreasonably
withheld. In addition, upon written notice to the Owner Trustee and with the consent of the Owner
Trustee, which consent shall not be unreasonably withheld, the Certificateholder of the majority of the
Percentage Interest of the Class SB Certificates shall have the right to assume the defense of any
Proceeding against the Owner Trustee.
ARTICLE VIII
Termination of Trust Agreement
Section 8.01. Termination of Trust Agreement.
(a) This Trust Agreement (other than this Article VIII) and the Trust shall terminate
and be of no further force or effect upon the final distribution of all moneys or other property or
proceeds of the Trust Estate in accordance with the terms of the Indenture and this Trust Agreement. The
bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate
to terminate this Trust Agreement or the Trust, (ii) entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any Proceeding in any court for a partition
or winding up of all or any part of the Trust or the Trust Estate or (iii) otherwise affect the rights,
obligations and liabilities of the parties hereto.
(b) Except as provided in Section 8.01(a), neither the Depositor nor any
Certificateholder shall be entitled to revoke or terminate the Trust.
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(c) Notice of any termination of the Trust, specifying the Payment Date on which
Certificateholders shall surrender their Certificates to the Certificate Paying Agent for payment of the
final distribution thereon and cancellation thereof, shall be given by the Certificate Paying Agent by
letter to the Certificateholders and the Enhancer mailed within five Business Days of receipt of notice
of such termination from the Owner Trustee, stating (i) the Payment Date upon or with respect to which
final payment of the Certificates shall be made upon presentation and surrender of the Certificates at
the office of the Certificate Paying Agent therein designated, (ii) the amount of any such final payment
and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments
being made only upon presentation and surrender of the Certificates at the office of the Certificate
Paying Agent therein specified. The Certificate Paying Agent shall give such notice to the Owner
Trustee and the Certificate Registrar at the time such notice is given to Certificateholders. Upon
presentation and surrender of the Certificates, the Certificate Paying Agent shall cause to be
distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.01.
In the event that all of the Certificateholders shall not have surrendered their Certificates
for cancellation within six months after the date specified in the above mentioned written notice, the
Certificate Paying Agent shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution with respect thereto.
Subject to applicable laws with respect to escheat of funds, if within one year following the Payment
Date on which final payment of the Certificates was to have been made pursuant to Section 3.10, all the
Certificates shall not have been surrendered for cancellation, the Certificate Paying Agent may take
appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of
the funds and other assets that shall remain subject to this Trust Agreement. Any funds remaining in
the Distribution Account after exhaustion of such remedies shall be distributed by the Certificate
Paying Agent to the Certificateholder of the majority of the Percentage Interest of the Certificates of
the Class with respect to which such amounts are due.
(d) Upon the winding up of the Trust and its termination, the Owner Trustee shall
cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the
Secretary of State in accordance with the provisions of Section 3810(c) of the Statutory Trust Statute.
Section 8.02. Additional Termination Requirements.
(a) Each REMIC shall be terminated in accordance with the following additional
requirements including upon the exercise by the Servicer of an optional redemption of the Notes pursuant
to Section 8.08 of the Servicing Agreement, unless the Owner Trustee, the REMIC Administrator and the
Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the
Owner Trustee) to the effect that the failure of the REMIC to comply with the requirements of this
Section 8.02 will not (i) result in the imposition on the Trust Estate of taxes on "prohibited
transactions," as described in Section 860F of the Code, or (ii) cause any of the REMICs to fail to
qualify as a REMIC at any time that any Certificate is outstanding:
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(i) The Servicer shall establish a 90-day liquidation period for such REMIC and
specify the first day of such period in a statement, which the Indenture Trustee shall attach
to the Trust Estate's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The
Servicer also shall satisfy all of the requirements of a qualified liquidation for a REMIC
under Section 860F of the Code and regulations thereunder;
(ii) The Servicer shall notify the Owner Trustee and the Indenture Trustee at the
commencement of such 90-day liquidation period and, at or prior to the time of making of the
final payment on the Certificates, the Owner Trustee shall sell or otherwise dispose of all of
the remaining assets of the Trust Estate in accordance with the terms hereof; and
(iii) If the Servicer is exercising its right to purchase the assets of the Trust
Estate, the Servicer shall, during the 90-day liquidation period and at or prior to the Final
Payment Date, purchase all of the assets of the Trust Estate for cash.
(b) Each Holder of a Security and the Owner Trustee hereby irrevocably approves and
appoints the Servicer as its attorney-in-fact to adopt a plan of complete liquidation for the REMIC at
the expense of the Trust Estate in accordance with the terms and conditions of this Agreement.
ARTICLE IX
Successor Owner Trustees and Additional Owner Trustees
Section 9.01. Eligibility Requirements for Owner Trustee. The Owner Trustee shall at all
times be a corporation satisfying the provisions of Section 3807(a) of the Statutory Trust Statute;
authorized to exercise corporate trust powers; having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state authorities; and having (or
having a parent that has) long-term debt obligations with a rating of at least A by Moody's or Standard
& Poor's. If such corporation shall publish reports of condition at least annually pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then for the purpose of this
Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. In case at any time the
Owner Trustee shall cease to be eligible in accordance with the provisions of this Section 9.01, the
Owner Trustee shall resign immediately in the manner and with the effect specified in Section 9.02.
Section 9.02. Replacement of Owner Trustee. The Owner Trustee may at any time resign and be
discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the
Enhancer, the Indenture Trustee and the Depositor. Upon receiving such notice of resignation, the
Indenture Trustee shall promptly appoint a successor Owner Trustee with the consent of the Enhancer,
which consent shall not be unreasonably withheld, by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner
Trustee. If no successor Owner Trustee shall have been so appointed and have accepted appointment
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within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition
any court of competent jurisdiction for the appointment of a successor Owner Trustee.
If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions
of Section 9.01 and shall fail to resign after written request therefor by the Indenture Trustee, or if
at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or
insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then the Indenture Trustee may, and, at the direction of
the Enhancer, shall, remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee
under the authority of the immediately preceding sentence, the Indenture Trustee shall promptly appoint
a successor Owner Trustee acceptable to the Enhancer by written instrument, in duplicate, one copy of
which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the
successor Owner Trustee, and shall pay all fees owed to the outgoing Owner Trustee. If the Indenture
Trustee is unable to appoint a successor Owner Trustee within 60 days after any such direction, the
Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor
Owner Trustee.
Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee
pursuant to any of the provisions of this Section shall not become effective until acceptance of
appointment by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses
owed to the outgoing Owner Trustee.
Section 9.03. Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to
Section 9.02 shall execute, acknowledge and deliver to the Indenture Trustee and to its predecessor
Owner Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon the
resignation or removal of the predecessor Owner Trustee shall become effective, and such successor Owner
Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor under this Trust Agreement, with like effect as if
originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and
expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under
this Trust Agreement; and the predecessor Owner Trustee shall execute and deliver such instruments and
do such other things as may reasonably be required for fully and certainly vesting and confirming in the
successor Owner Trustee all such rights, powers, duties and obligations.
No successor Owner Trustee shall accept appointment as provided in this Section 9.03 unless at
the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 9.01.
Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 9.03, the
Indenture Trustee shall mail notice thereof to all Certificateholders, the Indenture Trustee, the
Noteholders and the Rating Agencies and the Enhancer. If the Indenture Trustee shall fail to mail such
notice within 10 days after acceptance of such appointment by the successor Owner Trustee, the successor
Owner Trustee shall cause such notice to be mailed at the expense of the Indenture Trustee.
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Section 9.04. Merger or Consolidation of Owner Trustee. Any Person into which the Owner
Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the Owner Trustee, shall be
the successor of the Owner Trustee hereunder, without the execution or filing of any instrument or any
further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding;
provided, that such Person shall be eligible pursuant to Section 9.01 and, provided, further, that the
Owner Trustee shall mail notice of such merger or consolidation to the Rating Agencies.
Section 9.05. Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other
provisions of this Trust Agreement, at any time, for the purpose of meeting any legal requirements of
any jurisdiction in which any part of the Trust Estate may at the time be located, the Owner Trustee
shall have the power and shall execute and deliver all instruments to appoint one or more Persons to act
as co-trustee, jointly with the Owner Trustee, or as separate trustee or trustees, of all or any part of
the Trust Estate, and to vest in such Person, in such capacity, such title to the Trust or any part
thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights
and trusts as the Owner Trustee may consider necessary or desirable. No co-trustee or separate trustee
under this Trust Agreement shall be required to meet the terms of eligibility as a successor Owner
Trustee pursuant to Section 9.01 and no notice of the appointment of any co-trustee or separate trustee
shall be required pursuant to Section 9.03.
Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and
act subject to the following provisions and conditions:
(a) All rights, powers, duties and obligations conferred or imposed upon the Owner
Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate
trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not
authorized to act separately without the Owner Trustee joining in such act), except to the extent that
under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner
Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights,
powers, duties and obligations (including the holding of title to the Trust Estate or any portion
thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or
co-trustee, but solely at the direction of the Owner Trustee;
(b) No trustee under this Trust Agreement shall be personally liable by reason of any
act or omission of any other trustee under this Trust Agreement; and
(c) The Owner Trustee may at any time accept the resignation of or remove any separate
trustee or co-trustee.
Any notice, request or other writing given to the Owner Trustee shall be deemed to have been
given to each of the then separate trustees and co-trustees, as effectively as if given to each of
them. Every instrument appointing any separate trustee or co-trustee shall refer to this Trust
Agreement and the conditions of this Article IX. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided
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therein, subject to all the provisions of this Trust Agreement, specifically including every provision
of this Trust Agreement relating to the conduct of, affecting the liability of, or affording protection
to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee.
Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or
attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful
act under or in respect of this Trust Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the
extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.
ARTICLE X
Compliance With Regulation AB
Section 10.01. Intent of the Parties; Reasonableness.
The Depositor and the Owner Trustee acknowledge and agree that the purpose of this Article X is
to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and
regulations of the Commission. The Depositor shall not exercise its right to request delivery of
information or other performance under these provisions other than in good faith, or for purposes other
than compliance with the Securities Act, the Exchange Act and the rules and regulations of the
Commission under the Securities Act and the Exchange Act. The Owner Trustee acknowledges that
interpretations of the requirements of Regulation AB may change over time, whether due to interpretive
guidance provided by the Commission or its staff, consensus among participants in the mortgage-backed
securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made
by the Depositor in good faith for delivery of information under these provisions on the basis of
evolving interpretations of Regulation AB. The Owner Trustee shall cooperate in good faith with any
reasonable request by the Depositor for information regarding the Owner Trustee that is necessary or
required, in the reasonable, good faith determination of the Depositor, to permit the Depositor to
comply with the provisions of Regulation AB.
Section 10.02. Additional Representations and Warranties of the Owner Trustee.
(a) The Owner Trustee shall be deemed to represent and warrant to the Depositor as of the
date hereof and on each date on which information is provided to the Depositor under Sections 10.01,
10.02(b) or 10.03 that, except as disclosed in writing to the Depositor prior to such date: (i) it is
not aware and has not received notice that any default, early amortization or other performance
triggering event has occurred as to any other Securitization Transaction due to any default of the Owner
Trustee; (ii) there are no aspects of its financial condition that could have a material adverse effect
on the performance by it of its trustee obligations under the Trust Agreement or any other
Securitization Transaction as to which it is the trustee; (iii) there are no material legal or
governmental proceedings pending (or known to be contemplated) against it that would be material to
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Noteholders; (iv) there are no relationships or transactions (as described in Item 1119(b) of Regulation
AB) relating to the Owner Trustee with respect to the Depositor or any sponsor, issuing entity,
servicer, trustee, originator, significant obligor, enhancement or support provider or other material
transaction party (as each of such terms are used in Regulation AB) relating to the Securitization
Transaction contemplated by the Trust Agreement, as identified by the Depositor to the Owner Trustee in
writing as of the Closing Date (each, a "Transaction Party") that are outside the ordinary course of
business or on terms other than would be obtained in an arm's length transaction with an unrelated third
party, apart from the Securitization Transaction, and that are material to the investors' understanding
of the Certificates; and (v) the Owner Trustee is not an affiliate (as contemplated by Item 1119(a) of
Regulation AB) of any Transaction Party. The Depositor shall notify the Owner Trustee of any change in
the identity of a Transaction Party after the Closing Date at least five (5) Business Days prior to
January 31 of each calendar year.
(b) If so requested by the Depositor on any date following the Closing Date, the Owner
Trustee shall, within five Business Days following such request, confirm in writing the accuracy of the
representations and warranties set forth in paragraph (a) of this Section or, if any such representation
and warranty is not accurate as of the date of such confirmation, provide the pertinent facts, in
writing, to the Depositor. Any such request from the Depositor shall not be given more than once each
calendar quarter, unless the Depositor shall have a reasonable basis for questioning the accuracy of any
of the representations and warranties.
Section 10.03. Information to Be Provided by the Owner Trustee.
(a) For so long as the Notes are outstanding, for the purpose of satisfying the
Depositor's reporting obligation under the Exchange Act with respect to any class of Notes, the Owner
Trustee shall provide to the Depositor a written description of (i) the commencement of, a material
development in or, if applicable, the termination of, any and all legal proceedings against the Owner
Trustee or any and all proceedings of which any property of the Owner Trustee is the subject, that would
be material to Noteholders; and (ii) any such proceedings known to be contemplated by governmental
authorities that would be material to Noteholders. the Owner Trustee shall also notify the Depositor,
in writing, as promptly as practicable following notice to or discovery by a Responsible Officer of the
Owner Trustee of any material changes to proceedings described in the preceding sentence. In addition,
the Owner Trustee will furnish to the Depositor, in writing, the necessary disclosure regarding the
Owner Trustee describing such proceedings required to be disclosed under Item 1117 of Regulation AB, for
inclusion in reports filed by or on behalf of the Depositor pursuant to the Exchange Act. The Depositor
will allow the Owner Trustee to review any disclosure relating to material litigation against the Owner
Trustee prior to filing such disclosure with the Commission to the extent the Depositor changes the
information provided by the Owner Trustee. Any descriptions required with respect to legal proceedings,
as well as updates to previously provided descriptions, under this Section 10.03(a) shall be given no
later than five Business Days prior to the Determination Date following the month in which the relevant
event occurs.
(b) For so long as the Notes are outstanding, for the purpose of satisfying the
Depositor's reporting obligation under the Exchange Act with respect to any class of Notes, the Owner
Trustee shall, no later than January 31 of each calendar year, (i) provide to the Depositor such
information regarding the Owner Trustee as is required for the purpose of compliance with Item 1119 of
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Regulation AB; provided, however, the Owner Trustee shall not be required to provide such information in
the event that there has been no change to the information previously provided by the Owner Trustee to
the Depositor; and (ii) as promptly as practicable following notice to or discovery by a Responsible
Officer of the Owner Trustee of any changes to such information, provide to the Depositor, in writing,
such updated information. Such information shall include, at a minimum, a description of any
affiliation between the Owner Trustee and any of the following parties to the Securitization Transaction
contemplated by the Trust Agreement, as such parties and their affiliates are identified to the Owner
Trustee by the Depositor in connection with the closing of each Securitization Transaction or, if there
has been a change in any such party, as such party is identified by the Depositor in a written notice to
the Owner Trustee at least five (5) Business Days prior to January 31 of each calendar year:
(1) the sponsor;
(2) any depositor;
(3) the issuing entity;
(4) any servicer;
(5) any other trustee;
(6) any originator;
(7) any significant obligor;
(8) any enhancement or support provider; and
(9) any other material party related to any Securitization Transaction.
In addition, the Owner Trustee shall provide a description of whether there is, and if so the
general character of, any business relationship, agreement, arrangement, transaction or understanding
between the Owner Trustee and any above-listed party that is entered into outside the ordinary course of
business or is on terms other than would be obtained in an arm's length transaction with an unrelated
third party, apart from the Securitization Transaction contemplated by the Trust Agreement, that
currently exists or that existed during the past two years and that is material to an investor's
understanding of the Notes.
(c) As of the related Payment Date with respect to each Report on Form 10-D with
respect to the Notes filed by or on behalf of the Depositor, and as of March 15 preceding the date each
Report on Form 10-K with respect to the Notes is filed, the Owner Trustee shall be deemed to represent
and warrant that any information previously provided by the Owner Trustee under this Article X is
materially correct and does not have any material omissions unless the Owner Trustee has provided an
update to such information.
Section 10.04. Indemnification; Remedies.
(a) The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor,
GMACM and each affiliate of GMACM, and the respective present and former directors, officers, employees
and agents of each of the foregoing, and shall hold each of them harmless from and against any claims,
losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and
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expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors
and reasonable costs of investigations) that any of them may sustain arising out of or based upon:
(i)(A) any untrue statement of a material fact contained or alleged to be
contained in any information, report, certification or other material provided under Sections 10.01,
10.02 or 10.03 of this Article X by or on behalf of the Owner Trustee (collectively, the "Owner Trustee
Information"), or (B) the omission or alleged omission to state in Owner Trustee Information a material
fact required to be stated in Owner Trustee Information or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; or
(ii) any failure by the Owner Trustee to deliver any information, report,
certification or other material when and as required under Sections 10.02 and 10.03.
(b) In the case of any failure of performance described in clause (ii) of
Section 10.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably
incurred by the Depositor in order to obtain the information, report, certification or other material
not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any
damages that may result from such failure.
(c) The Depositor and GMACM shall indemnify the Owner Trustee, each affiliate of the
Owner Trustee and the respective present and former directors, officers, employees and agents of the
Owner Trustee, and shall hold each of them harmless from and against any losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and
expenses that any of them may sustain arising out of or based upon (i) any untrue statement of a
material fact contained or alleged to be contained in any information provided by or on behalf of the
Depositor or GMACM for inclusion in any report filed with Commission under the Exchange Act
(collectively, the "GMACM Information"), or (ii) the omission or alleged omission to state in the GMACM
Information a material fact required to be stated in the GMACM Information or necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading.
(d) Notwithstanding any provision in this Section 10.04 to the contrary, the parties
agree that none of the Owner Trustee, the Depositor or GMACM shall be liable to the other for any
consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict
liability), or any other legal or equitable principle; provided, however, that such limitation shall not
be applicable with respect to third party claims made against a party.
ARTICLE XI
Miscellaneous
Section 11.01. Amendments.
(a) This Trust Agreement may be amended from time to time by the parties hereto with
the consent of the Enhancer as specified in this Section 11.01, provided that any such amendment, except
as provided in paragraph (e) below, shall be accompanied by an Opinion of Counsel addressed to the Owner
Trustee and the Enhancer to the effect that such amendment (i) complies with the provisions of this
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Section and (ii) will not cause the Trust to be subject to any tax or cause any of the REMICs to fail to
qualify as a REMIC for federal income tax purposes.
(b) If the purpose of any such amendment (as detailed therein) is to correct any
mistake, eliminate any inconsistency, cure any ambiguity or deal with any matter not covered in this
Trust Agreement (i.e., to give effect to the intent of the parties), it shall not be necessary to obtain
the consent of any Certificateholders, but the Owner Trustee shall be furnished with (i) a letter from
each Rating Agency that the amendment will not result in a Rating Event, determined without regard to
the Policy and (ii) an Opinion of Counsel to the effect that such action will not adversely affect in
any material respect the interests of any Certificateholder or the Enhancer, and the consent of the
Enhancer shall be obtained.
(c) If the purpose of the amendment is to prevent the imposition of any federal or
state taxes at any time that any Security is outstanding (i.e., technical in nature), it shall not be
necessary to obtain the consent of any Certificateholder, but the Owner Trustee shall be furnished with
an Opinion of Counsel that such amendment is necessary or helpful to prevent the imposition of such
taxes and is not materially adverse to any Certificateholder and the consent of the Enhancer shall be
obtained.
(d) If the purpose of the amendment is to add or eliminate or change any provision of
the Trust Agreement other than as contemplated in (b) and (c) above, the amendment shall require (i) the
consent of the Enhancer and an Opinion of Counsel to the effect that such action will not adversely
affect in any material respect the interests of any Certificateholder and (ii) either (A) a letter from
each Rating Agency that such amendment will not cause a Rating Event, if determined without regard to
the Policy or (B) the consent of Certificateholders of each Class of Certificates evidencing a majority
of the aggregate Certificate Percentage Interest and the Indenture Trustee; provided, however, that no
such amendment shall reduce in any manner the amount of, or delay the timing of, payments received that
are required to be distributed on any Certificate without the consent of each Certificateholder affected
thereby and the Enhancer, or reduce the aforesaid percentage of Certificates the Certificateholders of
which are required to consent to any such amendment, without the consent of the Certificateholders of
all such Certificates then outstanding.
(e) No amendment of this Trust Agreement may provide for the holding of any of the
Certificates in book-entry form.
(f) If the purpose of any such amendment is to provide for the issuance of additional
Certificates representing an interest in the Trust, it shall not be necessary to obtain the consent of
any Certificateholder, but the Owner Trustee shall be furnished with (i) an Opinion of Counsel to the
effect that such action will not adversely affect in any material respect the interests of any
Certificateholders and (B) a letter from each Rating Agency to the effect that such amendment will not
cause a Rating Event, if determined without regard to the Policy, and the consent of the Enhancer shall
be obtained.
(g) Promptly after the execution of any such amendment or consent, the Owner Trustee
shall furnish written notification of the substance of such amendment or consent to each
Certificateholder, the Indenture Trustee, the Enhancer and each of the Rating Agencies. It shall not be
33
necessary for the consent of Certificateholders or the Indenture Trustee pursuant to this Section 11.01
to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such
consent shall approve the substance thereof. The manner of obtaining such consents (and any other
consents of Certificateholders provided for in this Trust Agreement or in any other Basic Document) and
of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such
reasonable requirements as the Owner Trustee may prescribe.
(h) In connection with the execution of any amendment to any agreement to which the
Trust is a party, other than this Trust Agreement, the Owner Trustee shall be entitled to receive and
conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or
permitted by the documents subject to such amendment and that all conditions precedent in the Basic
Documents for the execution and delivery thereof by the Trust or the Owner Trustee, as the case may be,
have been satisfied.
Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee
shall cause the filing of such amendment with the Secretary of State.
Section 11.02. No Legal Title to Trust Estate. The Certificateholders shall not have legal
title to any part of the Trust Estate. The Certificateholders shall be entitled to receive
distributions with respect to their undivided beneficial interest therein only in accordance with
Articles V and VIII. No transfer, by operation of law or otherwise, of any right, title or interest of
the Certificateholders to and in their ownership interest in the Trust Estate shall operate to terminate
this Trust Agreement or the trusts hereunder or entitle any transferee to an accounting or to the
transfer to it of legal title to any part of the Trust Estate.
Section 11.03. Limitations on Rights of Others. Except for Section 2.07, the provisions of
this Trust Agreement are solely for the benefit of the Owner Trustee, the Depositor, the
Certificateholders, the Enhancer and, to the extent expressly provided herein, the Indenture Trustee and
the Noteholders, and nothing in this Trust Agreement (other than Section 2.07), whether express or
implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in
the Trust Estate or under or in respect of this Trust Agreement or any covenants, conditions or
provisions contained herein.
Section 11.04. Notices.
(a) Unless otherwise expressly specified or permitted by the terms hereof, all notices
shall be in writing and shall be deemed given upon receipt: if to the Owner Trustee, addressed to its
Corporate Trust Office; if to the Certificate Paying Agent, addressed to The Bank of New York Trust
Company, N.A., ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Structured
Finance Services - GMACM Home Equity Loan Trust Series 2007-HE1, if to the Depositor, addressed to
Residential Asset Mortgage Products, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President, Re: GMACM Home Equity Loan Trust Series 2007-HE1; if to the
Enhancer, addressed to MBIA Insurance Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇: Attention:
Insured Portfolio Management - Structured Finance (GMACM Home Equity Loan Trust 2007-HE1), if to the
Rating Agencies, addressed to ▇▇▇▇▇'▇ Investors Service, Inc., ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
34
New York 10001 and Standard & Poor's, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Structured Finance Department - MBS; or, as to each of the
foregoing Persons, at such other address as shall be designated by such Person in a written notice to
each of the other foregoing Persons.
(b) Any notice required or permitted to be given to a Certificateholder shall be given
by first-class mail, postage prepaid, at the address of such Certificateholder as shown in the
Certificate Register. Any notice so mailed within the time prescribed in this Trust Agreement to a
Certificateholder shall be conclusively presumed to have been duly given, whether or not such
Certificateholder receives such notice.
(c) A copy of any notice delivered to the Owner Trustee or the Trust shall also be
delivered to the Depositor.
(d) Where this Trust Agreement provides for a notice, certificate, opinion, report or
similar delivery to be given to any transaction party or to a Rating Agency, a copy of such document
shall be contemporaneously sent to the Enhancer.
Section 11.05. Severability. Any provision of this Trust Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.
Section 11.06. Separate Counterparts. This Trust Agreement may be executed by the parties
hereto in any number of counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute but one and the same instrument.
Section 11.07. Successors and Assigns. All representations, warranties, covenants and
agreements contained herein shall be binding upon, and inure to the benefit of, each of the Enhancer,
the Depositor, the Owner Trustee and its successors and each Certificateholder and its successors and
permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or other
instrument or action by a Certificateholder shall bind the successors and assigns of such
Certificateholder.
Section 11.08. No Petition. The Owner Trustee, by entering into this Trust Agreement, and
each Certificateholder, by accepting a Certificate, hereby covenant and agree that they will not at any
time institute against the Depositor or the Trust, or join in any institution against the Depositor or
the Trust of, any bankruptcy Proceedings under any United States federal or state bankruptcy or similar
law in connection with any obligations to the Certificates, the Notes, this Trust Agreement or any of
the other Basic Documents.
Section 11.09. No Recourse. Each Certificateholder, by accepting a Certificate, acknowledges
that such Certificateholder's Certificate represents a beneficial interest in the Trust only and does
not represent an interest in or obligation of the Depositor, the Sellers, the Owner Trustee, the
Indenture Trustee or any Affiliate thereof, and that no recourse may be had against such Persons or
35
their assets, except as may be expressly set forth or contemplated in the Certificates, this Trust
Agreement or the other Basic Documents.
Section 11.10. Headings. The headings of the various Articles and Sections herein are for
convenience of reference only and shall not define or limit any of the terms or provisions hereof.
Section 11.11. GOVERNING LAW. THIS TRUST AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.12. Integration. This Trust Agreement constitutes the entire agreement among the
parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and
understanding pertaining thereto.
Section 11.13. Rights of Enhancer to Exercise Rights of Certificateholders. By accepting its
Certificate, each Certificateholder agrees that unless an Enhancer Default exists or as otherwise
provided in this Agreement, the Enhancer shall have the right to exercise all rights of the
Certificateholders under this Trust Agreement without any further consent of the Certificateholders.
Nothing in this Section, however, shall alter or modify in any way, the fiduciary obligations of the
Owner Trustee to the Certificateholders pursuant to this Trust Agreement, or create any fiduciary
obligation of the Owner Trustee to the Enhancer. The Enhancer shall be an express third party
beneficiary of this Trust Agreement.
36
IN WITNESS WHEREOF, the Depositor and the Owner Trustee have caused their names to be signed
hereto by their respective officers thereunto duly authorized, all as of the day and year first above
written.
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
as Depositor
By:______________________________________________
Name:
Title:
WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as
Owner Trustee, except with respect to the
representations and warranties contained in
Section 6.03 hereof
By:_______________________________________________
Name:
Title:
Acknowledged and Agreed:
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Indenture Trustee, Certificate
Registrar and Certificate Paying Agent
By:_______________________________________________
Name:
Title:
37
Acknowledged and Agreed for purposes of Article X:
GMAC MORTGAGE, LLC,
By:_______________________________________________
Name:
Title:
38
EXHIBIT A
FORM OF CLASS SB CERTIFICATE
THIS CLASS SB CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES AS DESCRIBED IN THE AGREEMENT
(AS DEFINED HEREIN).
THIS CLASS SB CERTIFICATE IS ISSUED IN THE PERCENTAGE INTEREST SET FORTH BELOW. THE CERTIFICATEHOLDER
OF THIS CERTIFICATE HEREBY CONSENTS TO ANY CHANGE IN ITS PERCENTAGE INTEREST IN ACCORDANCE WITH SUCH
SECTION.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS NOTE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THIS CLASS SB CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
REGISTERED PURSUANT TO SUCH ACT AND STATE LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE
EXEMPT FROM REGISTRATION UNDER SUCH ACT AND SUCH STATE LAWS AND IS TRANSFERRED IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 3.05 OF THE AGREEMENT.
NO TRANSFER OF THIS CLASS SB CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE REGISTRAR SHALL HAVE
RECEIVED EITHER (i) A REPRESENTATION LETTER, IN THE FORM OF EXHIBIT G TO THE AGREEMENT, FROM THE
TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER
PLAN SUBJECT TO THE PROHIBITED TRANSACTION RESTRICTIONS AND THE FIDUCIARY RESPONSIBILITY REQUIREMENTS OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ANY PERSON ACTING, DIRECTLY OR INDIRECTLY, ON
BEHALF OF ANY SUCH PLAN OR ANY PERSON USING "PLAN ASSETS," WITHIN THE MEANING OF THE DEPARTMENT OF LABOR
REGULATIONS SECTION 2510.3-101, TO ACQUIRE THIS CLASS SB CERTIFICATE (EACH, A "PLAN INVESTOR"), OR (ii)
IF THIS CLASS SB CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PLAN INVESTOR, AN OPINION OF
COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE DEPOSITOR, THE OWNER TRUSTEE, THE
SERVICER AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CLASS SB
CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY
SUBSEQUENT ENACTMENTS) AND WILL NOT SUBJECT THE DEPOSITOR, THE OWNER TRUSTEE, THE SERVICER OR THE
CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
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THE TRANSFEREE OF THIS CLASS SB CERTIFICATE SHALL BE SUBJECT TO UNITED STATES FEDERAL WITHHOLDING TAX
UNLESS THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED A CERTIFICATE OF NON-FOREIGN STATUS CERTIFYING AS
TO THE TRANSFEREE'S STATUS AS A U.S. PERSON OR CORPORATION OR PARTNERSHIP UNDER U.S. LAW.
THIS CLASS SB CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SELLERS, THE DEPOSITOR,
THE SERVICER, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES, EXCEPT AS
EXPRESSLY PROVIDED IN THE AGREEMENT OR THE OTHER BASIC DOCUMENTS.
Class: SB
Certificate No.
Percentage Interest: 100%
Cut-Off Date: March 1, 2007
Date of Trust Agreement: March 29, 2007
First Payment Date: April 25, 2007
Final Payment Date: August 25, 2037
GMACM HOME EQUITY LOAN-BACKED CERTIFICATE, SERIES 2007-HE1
evidencing a fractional undivided interest in GMACM Home Equity Loan
Trust 2007-HE1 (the "Issuer"), the property of which consists
primarily of the Mortgage Loans.
This Class SB Certificate is payable solely from the assets of the Trust Estate, and does not
represent an obligation of or interest in the Depositor, the Sellers, the Servicer, the Indenture
Trustee or the Owner Trustee or any of their Affiliates. This Class SB Certificate is not guaranteed or
insured by any governmental agency or instrumentality or by the Depositor, the Sellers, the Servicer,
the Indenture Trustee or the Owner Trustee or any of their affiliates. None of the Depositor, the
Sellers, the Servicer, the Indenture Trustee or the Owner Trustee or any of their Affiliates will have
any obligation with respect to any certificate or other obligation secured by or payable from payments
on the Certificates.
This certifies that GMAC Mortgage, LLC is the registered owner of the Certificate Percentage
Interest evidenced by this Class SB Certificate (as set forth on the face hereof) in certain
distributions with respect to the Trust Estate, consisting primarily of the Mortgage Loans, created by
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Residential Asset Mortgage Products, Inc. (the "Depositor"). The Trust (as defined herein) was created
pursuant to a trust agreement dated as of March 29, 2007 (as amended and supplemented from time to time,
the "Agreement"), between the Depositor and Wilmington Trust Company, as owner trustee (the "Owner
Trustee," which term includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. Capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed thereto in Appendix A to the indenture dated as of
March 29, 2007, between the Trust and the Indenture Trustee. This Class SB Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the
Certificateholder of this Class SB Certificate by virtue of the acceptance hereof assents and by which
such Certificateholder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each
March, June, September and December or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Payment Date"), commencing on the first Payment Date specified above, to the
Person in whose name this Class SB Certificate is registered at the close of business on the last day
(or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"), in an amount equal to
the pro rata portion evidenced by this Class SB Certificate (based on the Percentage Interest stated on
the face hereon) of the amount, if any, required to be distributed to Certificateholders of Class SB
Certificates on such Payment Date. Distributions on this Class SB Certificate will be made as provided
in the Agreement by the Certificate Paying Agent by wire transfer or check mailed to the
Certificateholder of record in the Certificate Register without the presentation or surrender of this
Class SB Certificate or the making of any notation hereon. Pursuant to the Agreement, the Trust has
issued three Classes of Certificates, designated as the Class SB Certificates, the Class R-I
Certificates and the Class R-II Certificates.
Except as otherwise provided in the Agreement and notwithstanding the above, the final
distribution on this Class SB Certificate will be made after due notice by the Certificate Paying Agent
of the pendency of such distribution and only upon presentation and surrender of this Class SB
Certificate at the Corporate Trust Office of the Certificate Registrar.
No transfer of this Class SB Certificate will be made unless such transfer is exempt from the
registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and any
applicable state securities laws or is made in accordance the Securities Act and such state laws. In
the event that such a transfer is to be made, (i) the Certificate Registrar or the Depositor may require
an Opinion of Counsel acceptable to and in form and substance satisfactory to the Certificate Registrar
and the Depositor that such transfer is exempt (describing the applicable exemption and the basis
therefor) from or is being made pursuant to the registration requirements of the Securities Act, and of
any applicable statute of any state and (ii) the transferee shall execute an investment letter in the
form described in the Agreement and (iii) the Certificate Registrar shall require the transferee to
execute an investment letter and a Certificate of Non-Foreign Status in the form described by the
Agreement (or if a Certificate of Non-Foreign Status is not provided, an Opinion of Counsel as described
in the Agreement), which investment letter and certificate or Opinion of Counsel shall not be at the
expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor. The
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Certificateholder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trust, the Owner Trustee, the Depositor, the Servicer and the Certificate Registrar against any
liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws. In connection with any such transfer, the Certificate Registrar (unless
otherwise directed by the Depositor) will also require either (i) a representation letter, in the form
of Exhibit G to the Agreement, stating that the transferee is not an employee benefit or other plan
subject to the prohibited transaction restrictions or the fiduciary responsibility requirements of ERISA
or Section 4975 of the Code (a "Plan"), any person acting, directly or indirectly, on behalf of any such
Plan or any Person using the "plan assets," within the meaning of the Department of Labor Regulations
Section 2510.3-101, to effect such acquisition (collectively, a "Plan Investor") or (ii) if such
transferee is a Plan Investor, an Opinion of Counsel acceptable to and in form and substance
satisfactory to the Depositor, the Owner Trustee, the Servicer and the Certificate Registrar, to the
effect that the purchase or holding of such Class SB Certificate is permissible under applicable law,
will not constitute or result in a prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code (or comparable provisions of any subsequent enactments) and will not subject the Depositor, the
Owner Trustee, the Servicer or the Certificate Registrar to any obligation or liability (including
obligations or liabilities under Section 406 of ERISA or Section 4975 of the Code) in addition to those
undertaken in the Agreement.
This Class SB Certificate is one of a duly authorized issue of Certificates designated as GMACM
Home Equity Loan-Backed Certificates of the Series specified hereon (the "Certificates").
The Certificateholder of this Class SB Certificate, by its acceptance hereof, agrees that it
will look solely to the funds on deposit in the Distribution Account that have been released from the
Lien of the Indenture for payment hereunder and that neither the Owner Trustee in its individual
capacity nor the Depositor is personally liable to the Certificateholders for any amount payable under
this Class SB Certificate or the Agreement or, except as expressly provided in the Agreement, subject to
any liability under the Agreement.
The Certificateholder of this Class SB Certificate acknowledges and agrees that its rights to
receive distributions in respect of this Class SB Certificate are subordinated to the rights of the
Noteholders as described in the Indenture.
Each Certificateholder, by its acceptance of a Certificate, covenants and agrees that such
Certificateholder will not at any time institute against the Depositor, or join in any institution
against the Depositor or the Trust of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Certificates, the Notes, the Agreement or
any of the other Basic Documents.
The Agreement permits the amendment thereof as specified below, provided that any amendment be
accompanied by the consent of the Enhancer and an Opinion of Counsel to the Owner Trustee to the effect
that such amendment complies with the provisions of the Agreement and will not cause the Trust to be
subject to an entity level tax. If the purpose of any such amendment is to correct any mistake,
eliminate any inconsistency, cure any ambiguity or deal with any matter not covered, it shall not be
necessary to obtain the consent of any Certificateholder, but the Owner Trustee shall be furnished with
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a letter from each Rating Agency to the effect that such amendment will not cause a Rating Event
determined without regard to the Policy, and the consent of the Enhancer shall be obtained. If the
purpose of any such amendment is to prevent the imposition of any federal or state taxes at any time
that any Security is Outstanding, it shall not be necessary to obtain the consent of the any
Certificateholder, but the Owner Trustee shall be furnished with an Opinion of Counsel that such
amendment is necessary or helpful to prevent the imposition of such taxes and is not materially adverse
to any Certificateholder and the consent of the Enhancer shall be obtained. If the purpose of the
amendment is to add or eliminate or change any provision of the Agreement, other than as specified in
the preceding two sentences, the amendment shall require either (a) a letter from each Rating Agency to
the effect that such amendment will not cause a Rating Event (determined without regard to the Policy or
(b) the consent of Certificateholders of a majority of the Percentage Interests of the Certificates and
the Indenture Trustee; provided, however, that no such amendment shall (i) reduce in any manner the
amount of, or delay the time of, payments received that are required to be distributed on any
Certificate without the consent of all Certificateholders affected thereby and the Enhancer, or (ii)
reduce the aforesaid percentage of Certificates the Certificateholders of which are required to consent
to any such amendment without the consent of the Certificateholders of all such Certificates then
outstanding.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer
of this Class SB Certificate is registerable in the Certificate Register upon surrender of this Class SB
Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar,
accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Certificateholder hereof or such Certificateholder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized denominations evidencing the same
Class and aggregate Percentage Interest will be issued to the designated transferee. The initial
Certificate Registrar appointed under the Agreement is the Owner Trustee.
Except as provided in the Agreement, the Class SB Certificates are issuable only in minimum
denominations of a 10.0000% Percentage Interest and in integral multiples of a 0.0001% Percentage
Interest in excess thereof. As provided in the Agreement and subject to certain limitations therein set
forth, the Class SB Certificates are exchangeable for new Class SB Certificates of authorized
denominations, as requested by the Certificateholder surrendering the same. This Class SB Certificate
is issued in the Percentage Interest above.
No service charge will be made for any such registration of transfer or exchange, but the Owner
Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or
governmental charge payable in connection therewith.
The Owner Trustee, the Certificate Paying Agent, the Certificate Registrar and any agent of the
Owner Trustee, the Certificate Paying Agent, or the Certificate Registrar may treat the Person in whose
name this Class SB Certificate is registered as the owner hereof for all purposes, and none of the Owner
Trustee, the Certificate Paying Agent, the Certificate Registrar or any such agent shall be affected by
any notice to the contrary.
A-5
This Class SB Certificate shall be governed by and construed in accordance with the laws of the
State of Delaware.
The obligations created by the Agreement in respect of this Class SB Certificate and the Trust
created thereby shall terminate upon the final distribution of all moneys or other property or proceeds
of the Trust Estate in accordance with the terms of the Indenture and the Agreement.
Unless the certificate of authentication hereon shall have been executed by an authorized
officer of the Owner Trustee, or an authenticating agent by manual signature, this Class SB Certificate
shall not be entitled to any benefit under the Agreement or be valid for any purpose.
[Signature Page Follows]
A-6
IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual
capacity, has caused this Class SB Certificate to be duly executed.
GMACM HOME EQUITY LOAN TRUST 2007-HE1
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but
solely as Owner Trustee
Dated: March 29, 2007 By:___________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within mentioned Agreement.
WILMINGTON TRUST COMPANY,
not in its individual capacity
but solely as Owner Trustee
By:___________________________________________________
Authorized Signatory
or___________________________________________________,
as Authenticating Agent of the Trust
By:___________________________________________________
Authorized Signatory
A-7
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee:__________________________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfer unto
___________________________________________________________________________________________________________________
(name and address of assignee)
___________________________________________________________________________________________________________________
the within Certificate, and all rights thereunder, hereby irrevocably constituting and appointing
___________________________________________________________________________________________________________________
to transfer said Certificate on the books of the Certificate Registrar, with full power of substitution
in the premises.
Dated:
_____________________________________ */
Signature Guaranteed:
___________________________ */
_____________________________
*/ NOTICE: The signature to this assignment must correspond with the name as it appears upon the face
of the within Certificate in every particular, without alteration, enlargement or any change whatever.
Such signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank
or trust company.
A-8
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for the information of the Certificate Paying Agent:
Distribution shall be made by wire transfer in immediately available funds to
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
for the account of _____________________________________________________________________, account number
_______________________________, or, if mailed by check, to____________________________________.
Applicable statements should be mailed to_____________________________________________.
________________________________
Signature of assignee or agent
(for authorization of wire
transfer only)
A-9
EXHIBIT B
CERTIFICATE OF TRUST
OF
GMACM HOME EQUITY LOAN TRUST 2007-HE1
THE UNDERSIGNED, Wilmington Trust Company, as owner trustee (the "Trustee"), for the purpose of
forming a statutory trust does hereby certify as follows:
1. The name of the statutory trust is:
GMACM HOME EQUITY LOAN TRUST 2007-HE1
2. The name and business address of the Trustee of the statutory trust in the State
Delaware is Wilmington Trust Company, ▇▇▇▇▇▇ Square North, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
3. The statutory trust reserves the right to amend, alter, change, or repeal any
provision contained in this Certificate of Trust in the manner now or hereafter prescribed by law.
4. This Certificate of Trust shall be effective upon filing.
THE UNDERSIGNED, being the Trustee hereinbefore named, for the purpose of forming a statutory
trust pursuant to the provisions of the Delaware Statutory Trust Act, does make this certificate of
trust, hereby declaring and further certifying that this is its act and deed and that to the best of the
undersigned's knowledge and belief the facts herein stated are true.
WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as owner trustee under the trust agreement
to be dated as of March 29, 2007
By:____________________________________________
Name:
Title:
Dated: March 29, 2007
B-1
EXHIBIT C
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________
The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A
Securities described above to the undersigned buyer (the "Buyer").
1. In connection with such transfer and in accordance with the agreements pursuant to
which the Rule 144A Securities were issued, the Seller hereby certifies the following facts: Neither
the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed
of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to,
or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise
approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Rule 144A Securities under the Securities Act of 1933, as amended
(the "1933 Act"), or that would render the disposition of the Rule 144A Securities a violation of
Section 5 of the 1933 Act or require registration pursuant thereto, and that the Seller has not offered
the Rule 144A Securities to any person other than the Buyer or another "qualified institutional buyer"
as defined in Rule 144A under the ▇▇▇▇ ▇▇▇.
2. The Buyer warrants and represents to, and covenants with, the Owner Trustee and the
Depositor, pursuant to Section 3.05 of the trust agreement dated as of March 29, 2007 (the "Agreement"),
between Residential Asset Mortgage Products, Inc., as depositor (the "Depositor"), and Wilmington Trust
Company, as owner trustee (the "Owner Trustee"), as follows:
a. The Buyer understands that the Rule 144A Securities have not been registered under
the 1933 Act or the securities laws of any state.
b. The Buyer considers itself a substantial, sophisticated institutional investor
having such knowledge and experience in financial and business matters that it is capable of
evaluating the merits and risks of investment in the Rule 144A Securities.
c. The Buyer has been furnished with all information regarding the Rule 144A
Securities that it has requested from the Seller, the Indenture Trustee, the Owner Trustee or
the Servicer.
d. Neither the Buyer nor anyone acting on its behalf has offered, transferred,
pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A
C-1
Securities or any other similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security from, or otherwise approached or negotiated with
respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security with, any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action, that would constitute a
distribution of the Rule 144A Securities under the 1933 Act or that would render the
disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require
registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any
person to act, in such manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that term is defined in Rule
144A under the 1933 Act and has completed either of the forms of certification to that effect
attached hereto as Annex 1 or Annex 2. The Buyer is aware that the sale to it is being made in
reliance on Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own account or
the accounts of other qualified institutional buyers, understands that such Rule 144A
Securities may be resold, pledged or transferred only (i) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge or transfer is
being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration
under the 1933 Act.
3. The Buyer represents that:
(i) either (a) or (b) is satisfied, as marked below:
____ a. The Buyer is not any employee benefit plan subject to the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal
Revenue Code of 1986, as amended (the "Code"), a Person acting, directly or
indirectly, on behalf of any such plan or any Person acquiring such Certificates with
"plan assets" of a Plan within the meaning of the Department of Labor Regulations
Section 2510.3-101; or
____ b. The Buyer will provide the Depositor, the Owner Trustee, the
Certificate Registrar and the Servicer with either: (x) an opinion of counsel,
satisfactory to the Depositor, the Owner Trustee, the Certificate Registrar and the
Servicer, to the effect that the purchase and holding of a Certificate by or on behalf
of the Buyer is permissible under applicable law, will not constitute or result in a
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or
comparable provisions of any subsequent enactments) and will not subject the
Depositor, the Owner Trustee, the Certificate Registrar or the Servicer to any
obligation or liability (including liabilities under ERISA or Section 4975 of the
Code) in addition to those undertaken in the Trust Agreement, which opinion of counsel
shall not be an expense of the Depositor, the Owner Trustee, the Certificate Registrar
or the Servicer; or (y) in lieu of such opinion of counsel, a certification in the
form of Exhibit G to the Trust Agreement; and
C-2
(ii) the Buyer is familiar with the prohibited transaction restrictions and
fiduciary responsibility requirements of Sections 406 and 407 of ERISA and Section 4975 of the
Code and understands that each of the parties to which this certification is made is relying
and will continue to rely on the statements made in this paragraph 3.
This document may be executed in one or more counterparts and by the different parties hereto
on separate counterparts, each of which, when so executed, shall be deemed to be an original; such
counterparts, together, shall constitute one and the same document.
Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed
thereto in Appendix A to the indenture dated as of March 29, 2007, between the Trust and the Indenture
Trustee.
C-3
IN WITNESS WHEREOF, each of the parties has executed this document as of the date set forth
below.
_________________________________________ ______________________________________________
Print Name of Seller Print Name of Buyer
By:______________________________________ By:___________________________________________
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No.______________________________________ No.___________________________________________
Date:____________________________________ Date:
C-4
ANNEX 1 TO EXHIBIT C
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A Investment
Representation to which this certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial Officer, Senior
Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified institutional
buyer" as that term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A") because (i)
the Buyer owned and/or invested on a discretionary basis $___________________________________(1) in
securities (except for the excluded securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Buyer
satisfies the criteria in the category marked below.
____ Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan
association or similar institution), Massachusetts or similar statutory trust,
partnership, or charitable organization described in Section 501(c)(3) of the Internal
Revenue Code.
____ Bank. The Buyer (a) is a national bank or banking institution organized under the
laws of any state, territory or the District of Columbia, the business of which is
substantially confined to banking and is supervised by the state or territorial
banking commission or similar official or is a foreign bank or equivalent institution,
and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest
annual financial statements, a copy of which is attached hereto.
____ Savings and Loan. The Buyer (a) is a savings and loan association, building and loan
association, cooperative bank, homestead association or similar institution, which is
supervised and examined by a state or federal authority having supervision over any
such institutions or is a foreign savings and loan association or equivalent
institution and (b) has an audited net worth of at least $25,000,000 as demonstrated
in its latest annual financial statements.
____ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934, as amended.
______________
(1) Buyer must own and/or invest on a discretionary basis at least $100,000,000 in securities unless
Buyer is a dealer, and, in that case, Buyer must own and/or invest on a discretionary basis at least
$10,000,000 in securities.
C-5
____ Insurance Company. The Buyer is an insurance company whose primary and predominant
business activity is the writing of insurance or the reinsuring of risks underwritten
by insurance companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a state or territory or the District
of Columbia.
____ State or Local Plan. The Buyer is a plan established and maintained by a state, its
political subdivisions, or any agency or instrumentality of the state or its political
subdivisions, for the benefit of its employees.
____ ERISA Plan. The Buyer is an employee benefit plan within the meaning of Title I of
the Employee Retirement Income Security Act of 1974, as amended.
____ Investment Adviser. The Buyer is an investment adviser registered under the
Investment Advisers Act of 1940. as amended.
____ SBIC. The Buyer is a Small Business Investment Company licensed by the U.S. Small
Business Administration under Section 301(c) or (d) of the Small Business Investment
Act of 1958, as amended.
____ Business Development Company. The Buyer is a business development company as defined
in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended.
____ Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust company and
whose participants are exclusively (a) plans established and maintained by a state,
its political subdivisions, or any agency or instrumentality of the state or its
political subdivisions, for the benefit of its employees, or (b) employee benefit
plans within the meaning of Title I of the Employee Retirement Income Security Act of
1974, as amended, but is not a trust fund that includes as participants individual
retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities of issuers that
are affiliated with the Buyer, (ii) securities that are part of an unsold allotment to or subscription
by the Buyer, if the Buyer is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement
and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities owned and/or invested
on a discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer and did
not include any of the securities referred to in the preceding paragraph. Further, in determining such
aggregate amount, the Buyer may have included securities owned by subsidiaries of the Buyer, but only
if such subsidiaries are consolidated with the Buyer in its financial statements prepared in accordance
with generally accepted accounting principles and if the investments of such subsidiaries are managed
under the Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is not itself a reporting
company under the Securities Exchange Act of 1934, as amended.
C-6
5. The Buyer acknowledges that it is familiar with Rule 144A and understands that the
seller to it and other parties related to the Rule 144A Securities are relying and will continue to rely
on the statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A.
____ ____ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees that, in connection
with any purchase of securities sold to the Buyer for the account of a third party (including any
separate account) in reliance on Rule 144A, the Buyer will only purchase for the account of a third
party that at the time is a "qualified institutional buyer" within the meaning of Rule 144A. In
addition, the Buyer agrees that the Buyer will not purchase securities for a third party unless the
Buyer has obtained a current representation letter from such third party or taken other appropriate
steps contemplated by Rule 144A to conclude that such third party independently meets the definition of
"qualified institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given, the Buyer's purchase of
Rule 144A Securities will constitute a reaffirmation of this certification as of the date of such
purchase.
_____________________________________________
Print Name of Buyer
By:__________________________________________
Name:
Title:
Date:________________________________________
C-7
ANNEX 2 TO EXHIBIT C
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A Investment
Representation to which this certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial Officer or
Senior Vice President of the Buyer or, if the Buyer is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified institutional buyer"
as defined in Rule 144A because (i) the Buyer is an investment company registered under the Investment
Company Act of 1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of Investment
Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to
below) as of the end of the Buyer's most recent fiscal year. For purposes of determining the amount of
securities owned by the Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used.
____ The Buyer owned $ _____________________________________ in securities (other
than the excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year (such amount being calculated in accordance with Rule
144A).
_____ The Buyer is part of a Family of Investment Companies which owned in the
aggregate $_________________________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most recent fiscal
year (such amount being calculated in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means two or more registered
investment companies (or series thereof) that have the same investment adviser or investment advisers
that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i) securities of issuers that
are affiliated with the Buyer or are part of the Buyer's Family of Investment Companies, (ii) bank
deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps.
5. The Buyer is familiar with Rule 144A and understands that each of the parties to which
this certification is made are relying and will continue to rely on the statements made herein because
C-8
one or more sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only
purchase for the Buyer's own account.
6. The undersigned will notify each of the parties to which this certification is made of
any changes in the information and conclusions herein. Until such notice, the Buyer's purchase of Rule
144A Securities will constitute a reaffirmation of this certification by the undersigned as of the date
of such purchase.
_____________________________________________
Print Name of Buyer
By:__________________________________________
Name:
Title:
IF AN ADVISER:
_____________________________________________
Print Name of Buyer
Date:_________________________________________
C-9
EXHIBIT D
FORM OF INVESTOR REPRESENTATION LETTER
____________________,_____
Residential Asset Mortgage Products, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
The Bank of New York Trust Company, N.A.
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Residential Asset Mortgage Products, Inc.,
GMACM Home Equity Loan-Backed Certificates, Series 2007-HE1
Ladies and Gentlemen:
___________________ (the "Purchaser") intends to purchase from ____________________
______________________________ (the "Seller")__________% Certificate Percentage Interest of the Class
[__] Certificates, Series 2007-HE1 (the "Certificates"), issued pursuant to the trust agreement dated as
of March 29, 2007 (the "Trust Agreement"), between Residential Asset Mortgage Products, Inc., as
depositor (the "Depositor") and Wilmington Trust Company, as owner trustee (the "Owner Trustee"), as
acknowledged and agreed by The Bank of New York Trust Company, N.A., as Certificate Registrar.
Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in
Appendix A to the indenture dated as of March 29, 2007, between the Trust and the Indenture Trustee.
The Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor and the
Certificate Registrar that:
1. The Purchaser understands that (a) the Certificates have not been and will not
be registered or qualified under the Securities Act of 1933, as amended (the "Act"), or any
state securities law, (b) the Company is not required to so register or qualify the
Certificates, (c) the Certificates may be resold only if registered and qualified pursuant to
the provisions of the Act or any state securities law, or if an exemption from such
registration and qualification is available, (d) the Trust Agreement contains restrictions
regarding the transfer of the Certificates and (e) the Certificates will bear a legend to the
foregoing effect.
2. The Purchaser is acquiring the Certificates for its own account for investment
only and not with a view to or for sale in connection with any distribution thereof in any
manner that would violate the Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated institutional investor
having such knowledge and experience in financial and business matters, and, in particular, in
such matters related to securities similar to the Certificates, such that it is capable of
D-1
evaluating the merits and risks of investment in the Certificates, (b) able to bear the
economic risks of such an investment and (c) an "accredited investor" within the meaning of
Rule 501(a) promulgated pursuant to the Act.
4. The Purchaser has been furnished with, and has had an opportunity to review a
copy of the Trust Agreement and such other information concerning the Certificates, the
Mortgage Loans and the Depositor as has been requested by the Purchaser from the Depositor or
the Seller and is relevant to the Purchaser's decision to purchase the Certificates. The
Purchaser has had any questions arising from such review answered by the Depositor or the
Seller to the satisfaction of the Purchaser.
5. The Purchaser has not and will not nor has it authorized or will it authorize
any person to (a) offer, pledge, sell, dispose of or otherwise transfer any Certificate, any
interest in any Certificate or any other similar security to any person in any manner, (b)
solicit any offer to buy or to accept a pledge, disposition of other transfer of any
Certificate, any interest in any Certificate or any other similar security from any person in
any manner, (c) otherwise approach or negotiate with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner, (d) make any
general solicitation by means of general advertising or in any other manner or (e) take any
other action, that (as to any of (a) through (d) above) would constitute a distribution of any
Certificate under the Act, that would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not sell or otherwise transfer any of the
Certificates, except in compliance with the provisions of the Trust Agreement.
6. The Purchaser represents:
(i) that either (a) or (b) is satisfied, as marked below:
___ a. The Purchaser is not any employee benefit plan subject to
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the
Internal Revenue Code of 1986, as amended (the "Code"), a Person acting, directly or
indirectly, on behalf of any such plan or any Person acquiring such Certificates with
"plan assets" of a Plan within the meaning of the Department of Labor Regulations
Section 2510.3-101; or
___ b. The Purchaser will provide the Depositor, the Owner Trustee,
the Certificate Registrar and the Servicer with either: (x) an opinion of counsel,
satisfactory to the Depositor, the Owner Trustee, the Certificate Registrar and the
Servicer, to the effect that the purchase and holding of a Certificate by or on behalf
of the Purchaser is permissible under applicable law, will not constitute or result in
a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or
comparable provisions of any subsequent enactments) and will not subject the
Depositor, the Owner Trustee, the Certificate Registrar or the Servicer to any
obligation or liability (including liabilities under ERISA or Section 4975 of the
Code) in addition to those undertaken in the Trust Agreement, which opinion of counsel
D-2
shall not be an expense of the Depositor, the Owner Trustee, the Certificate Registrar
or the Servicer; or (y) in lieu of such opinion of counsel, a certification in the
form of Exhibit G to the Trust Agreement; and
(ii) the Purchaser is familiar with the prohibited transaction restrictions
and fiduciary responsibility requirements of Sections 406 and 407 of ERISA and Section 4975 of
the Code and understands that each of the parties to which this certification is made is
relying and will continue to rely on the statements made in this paragraph 6.
7. The Purchaser is not a non-United States person.
Very truly yours,
_____________________________________
By:__________________________________
Name:
Title:
D-3
EXHIBIT E
FORM OF TRANSFEROR REPRESENTATION LETTER
_________________,_____
Residential Asset Mortgage Products, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
The Bank of New York Trust Company, N.A.
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Residential Asset Mortgage Products, Inc.
GMACM Home Equity Loan-Backed Certificates, Series 2007-HE1
Ladies and Gentlemen:
(the "Purchaser") intends to purchase from
(the "Seller") a ______% Percentage Interest of Certificates of the Class [__] Certificates, Series
2007-HE1 (the "Certificates"), issued pursuant to the trust agreement dated as of March 29, 2007 (the
"Trust Agreement"), between Residential Asset Mortgage Products, Inc., as depositor (the "Depositor"),
and Wilmington Trust Company, as owner trustee (the "Owner Trustee"), as acknowledged and agreed by The
Bank of New York Trust Company, N.A., as Certificate Registrar. Capitalized terms used herein that are
not otherwise defined shall have the meanings ascribed thereto in Appendix A to the indenture dated as
of March 29, 2007, between the Trust and the Indenture Trustee. The Seller hereby certifies, represents
and warrants to, and covenants with, the Depositor and the Certificate Registrar that:
Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of
or otherwise transferred any Certificate, any interest in any Certificate or any other similar security
to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other similar security from
any person in any manner, (c) has otherwise approached or negotiated with respect to any Certificate,
any interest in any Certificate or any other similar security with any person in any manner, (d) has
made any general solicitation by means of general advertising or in any other manner, or (e) has taken
any other action, that (as to any of (a) through (e) above) would constitute a distribution of the
Certificates under the Securities Act of 1933 (the "Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Act or any state securities law, or that would require
registration or qualification pursuant thereto. The Seller will
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not act, in any manner set forth in the foregoing sentence with respect to any Certificate. The Seller
has not and will not sell or otherwise transfer any of the Certificates, except in compliance with the
provisions of the Trust Agreement.
Very truly yours,
__________________________________________
(Seller)
By:_______________________________________
Name:
Title:
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EXHIBIT F
FORM OF CERTIFICATE OF NON-FOREIGN STATUS
This Certificate of Non-Foreign Status is delivered pursuant to Section 3.05 of the trust
agreement dated as of March 29, 2007 (the "Trust Agreement"), between Residential Asset Mortgage
Products, Inc., as depositor (the "Depositor"), and Wilmington Trust Company, as owner trustee, in
connection with the acquisition of, transfer to or possession by the undersigned, whether as beneficial
owner (the "Beneficial Owner"), or nominee on behalf of the Beneficial Owner of GMACM Home Equity
Loan-Backed Certificates, Series 2007-HE1 (the "Certificates"). Capitalized terms used herein that are
not otherwise defined shall have the meanings ascribed thereto in Appendix A to the indenture dated as
of March 29, 2007, between the Trust and the Indenture Trustee.
Each holder must complete Part I, Part II (if the holder is a nominee), and in all cases sign
and otherwise complete Part III.
In addition, each holder shall submit with the Certificate an IRS Form W-9 relating to such
holder.
To confirm to the Trust that the provisions of Sections 871, 881 or 1446 of the Internal
Revenue Code (relating to withholding tax on foreign partners) do not apply in respect of the
Certificates held by the undersigned, the undersigned hereby certifies:
Part I - Complete Either A or B
A. Individual as Beneficial Owner
1. I am (the Beneficial Owner is ) not a non-resident alien for purposes
of U.S. income taxation;
2. My (the Beneficial Owner's) name and home address are:
____________________________________________
____________________________________________
___________________________________________; and
3. My (the Beneficial Owner's) U.S. taxpayer identification number
(Social Security Number) is _______________________.
B. Corporate, Partnership or Other Entity as Beneficial Owner
1. __________________________ (Name of the Beneficial Owner) is not a
foreign corporation, foreign partnership, foreign trust or foreign
estate (as those terms are defined in the Code and Treasury
Regulations;
2. The Beneficial Owner's office address and place of incorporation (if
applicable) is
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____________________________________________
____________________________________________
____________________________________________; and
3. The Beneficial Owner's U.S. employer identification number is
_____________________________.
Part II - Nominees
If the undersigned is the nominee for the Beneficial Owner, the undersigned certifies that this
Certificate has been made in reliance upon information contained in:
____ an IRS Form W-9
____ a form such as this or substantially similar
provided to the undersigned by an appropriate person and (i) the undersigned agrees to notify the Trust
at least thirty (30) days prior to the date that the form relied upon becomes obsolete, and (ii) in
connection with change in Beneficial Owners, the undersigned agrees to submit a new Certificate of
Non-Foreign Status to the Trust promptly after such change.
Part III - Declaration
The undersigned, as the Beneficial Owner or a nominee thereof, agrees to notify the Trust
within sixty (60) days of the date that the Beneficial Owner becomes a foreign person. The undersigned
understands that this certificate may be disclosed to the Internal Revenue Service by the Trust and any
false statement contained therein could be punishable by fines, imprisonment or both.
Under penalties of perjury, I declare that I have examined this certificate and to the best of
my knowledge and belief it is true, correct and complete and will further declare that I will inform the
Trust of any change in the information provided above, and, if applicable, I further declare that I have
the authority* to sign this document.
_____________________________________________________
Name
_____________________________________________________
Title (if applicable)
_____________________________________________________
Signature and Date
*NOTE: If signed pursuant to a power of attorney, the power of attorney must accompany this certificate.
F-2
EXHIBIT G
FORM OF ERISA REPRESENTATION LETTER
______________________,______
Residential Asset Mortgage Products, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Wilmington Trust Company
▇▇▇▇▇▇ Square North
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
GMAC Mortgage, LLC
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
The Bank of New York Trust Company, N.A.
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Residential Asset Mortgage Products, Inc.
GMACM Home Equity Loan-Backed Certificates, Series 2007-HE1
Dear Sirs:
_________________________________________________________ (the "Transferee") intends to acquire from
_________________________________ (the "Transferor") a__________% Percentage Interest of GMACM Home
Equity Loan-Backed Certificates, Series 2007-HE1 (the "Certificates"), issued pursuant to a trust
agreement dated as of March 29, 2007, between Residential Asset Mortgage Products, Inc., as depositor
(the "Depositor"), and Wilmington Trust Company, as owner trustee (the "Owner Trustee"). Capitalized
terms used herein that are not otherwise defined shall have the meanings ascribed thereto in Appendix A
to the indenture dated as of March 29, 2007, between the Trust and the Indenture Trustee.
The Transferee hereby certifies, represents and warrants to, and covenants with, the Depositor,
the Owner Trustee, the Certificate Registrar and the Servicer that:
The Certificates (i) are not being acquired by, and will not be transferred to, any employee
benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), or other retirement arrangement, including individual retirement
accounts and annuities, ▇▇▇▇▇ plans and bank collective investment funds and insurance company
general or separate accounts in which such plans, accounts or arrangements are invested, that
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is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code") (any of the foregoing, a "Plan"), (ii) are not being acquired with "plan
assets" of a Plan within the meaning of the Department of Labor ("DOL") Regulations Section
2510.3-101, and (iii) will not be transferred to any entity that is deemed to be investing in
plan assets within the meaning of the DOL Regulations Section 2510.3-101.
The Transferee is familiar with the prohibited transaction restrictions and fiduciary
responsibility requirements of Sections 406 and 407 of ERISA and Section 4975 of the Code and
understands that each of the parties to which this certification is made is relying and will
continue to rely on the statements made herein.
Very truly yours,
__________________________________________
By:_______________________________________
Name:
Title:
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EXHIBIT H
FORM OF REPRESENTATION LETTER
_____________________,_______
Residential Asset Mortgage Products, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Wilmington Trust Company
▇▇▇▇▇▇ Square North
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
GMAC Mortgage, LLC
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
The Bank of New York Trust Company, N.A.
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Residential Asset Mortgage Products, Inc.
GMACM Home Equity Loan-Backed Certificates, Series 2007-HE1
Dear Sirs:
____________________________________________________________ (the "Transferee") intends to acquire from
___________________________________________ (the "Transferor") a ____% Percentage Interest of GMACM Home
Equity Loan-Backed Certificates, Series 2007-HE1 (the "Certificates"), issued pursuant to a trust
agreement dated as of March 29, 2007 (the "Trust Agreement"), Residential Asset Mortgage Products, Inc.,
as depositor (the "Depositor"), and Wilmington Trust Company, as owner trustee (the "Owner Trustee").
Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in
Appendix A to the indenture dated as of March 29, 2007, between the Trust and the Indenture Trustee.
The Transferee hereby certifies, represents and warrants to, and covenants with, the Depositor,
the Owner Trustee, the Certificate Registrar and the Servicer that:
(1) the Transferee is acquiring the Certificate for its own behalf and is not
acting as agent or custodian for any other person or entity in connection with such
acquisition; and
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(2) the Transferee is not a partnership, grantor trust or S corporation for
federal income tax purposes, or, if the Transferee is a partnership, grantor trust or S
corporation for federal income tax purposes, the Certificates are not more than 50% of the
assets of the partnership, grantor trust or S corporation.
Very truly yours,
_______________________________________
By:____________________________________
Name:
Title:
H-2
EXHIBIT I-1
FORM OF CLASS R-I CERTIFICATES
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A DISQUALIFIED
ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A
CERTIFICATION PURSUANT TO SECTION 3.05 OF THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
SERVICER, THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED
TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT
(A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES,
OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A
CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR THE FHLMC, A MAJORITY OF ITS
BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY
ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS
EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX
IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED
BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE (ANY SUCH
PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH
TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING
THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
I-1-1
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED
TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
Certificate No. 1
Class R-I Certificate
Percentage Interest: 100%
Cut-Off Date: March 1, 2007
Date of Trust Agreement: March 29, 2007
First Payment Date: April 25, 2007
Final Payment Date: August 25, 2037
GMACM HOME EQUITY LOAN-BACKED CERTIFICATE, SERIES 2007-HE1
evidencing a fractional undivided interest in GMACM Home Equity Loan
Trust 2007-HE1 (the "Trust"), the property of which consists
primarily of the Mortgage Loans.
This Certificate is payable solely from the assets of the Trust Estate, and does not represent
an obligation of or interest in the Depositor, the Sellers, the Servicer, the Indenture Trustee or the
Owner Trustee or any of their Affiliates. This Certificate is not guaranteed or insured by any
governmental agency or instrumentality or by the Depositor, the Sellers, the Servicer, the Indenture
Trustee or the Owner Trustee or any of their affiliates. None of the Depositor, the Sellers, the
Servicer, the Indenture Trustee or the Owner Trustee or any of their Affiliates will have any obligation
with respect to any certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that GMAC Mortgage, LLC is the registered owner of the Certificate Percentage
Interest evidenced by this Certificate (as set forth on the face hereof) in certain distributions with
respect to the Trust Estate, consisting primarily of the Mortgage Loans, created by Residential Asset
Mortgage Products, Inc. (the "Depositor"). The Trust (as defined herein) was created pursuant to a
trust agreement dated as of March 29, 2007 (as amended and supplemented from time to time, the
"Agreement"), between the Depositor and Wilmington Trust Company, as owner trustee (the "Owner Trustee,"
which term includes any successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. Capitalized terms used herein that are not otherwise
defined shall have the meanings ascribed thereto in Appendix A to the indenture dated as of March 29,
2007, between the Trust and the Indenture Trustee. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the Certificateholder of this
Certificate by virtue of the acceptance hereof assents and by which such Certificateholder is bound.
I-1-2
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each
March, June, September and December or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Payment Date"), commencing on the first Payment Date specified above, to the
Person in whose name this Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last day) of the month
immediately preceding the month of such distribution (the "Record Date"), in an amount equal to the pro
rata portion evidenced by this Certificate (based on the Percentage Interest stated on the face hereon)
of the amount, if any, required to be distributed to Certificateholders of Certificates on such Payment
Date. Distributions on this Certificate will be made as provided in the Agreement by the Certificate
Paying Agent by wire transfer or check mailed to the Certificateholder of record in the Certificate
Register without the presentation or surrender of this Certificate or the making of any notation hereon.
Except as otherwise provided in the Agreement and notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Certificate Paying Agent of the
pendency of such distribution and only upon presentation and surrender of this Certificate at the
Corporate Trust Office of the Certificate Registrar. This Certificate has no Certificate Balance.
Each Certificateholder of this Certificate will be deemed to have agreed to be bound by the
restrictions set forth in the Agreement to the effect that (i) each person holding or acquiring any
Ownership Interest in this Certificate must be a United States Person and a Permitted Transferee, (ii)
the transfer of any Ownership Interest in this Certificate will be conditioned upon the delivery to the
Indenture Trustee of, among other things, an affidavit to the effect that it is a United States Person
and Permitted Transferee, (iii) any attempted or purported transfer of any Ownership Interest in this
Certificate in violation of such restrictions will be absolutely null and void and will vest no rights
in the purported transferee, and (iv) if any person other than a United States Person and a Permitted
Transferee acquires any Ownership Interest in this Certificate in violation of such restrictions, then
the Depositor will have the right, in its sole discretion and without notice to the Certificateholder of
this Certificate, to sell this Certificate to a purchaser selected by the Depositor, which purchaser may
be the Depositor, or any affiliate of the Depositor, on such terms and conditions as the Depositor may
choose.
No transfer of this Class R-I Certificate will be made unless the Indenture Trustee has
received either (i) an opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee, the Depositor and the Servicer with respect to the permissibility of such transfer under the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal
Revenue Code (the "Code") and stating, among other things, that the transferee's acquisition of a
Class R Certificate will not constitute or result in a non-exempt prohibited transaction under Section
406 of ERISA or Section 4975 of the Code or (ii) a representation letter, in the form as described by
the Agreement, stating that the transferee is not an employee benefit or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), or any other person
(including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan.
This Certificate is one of a duly authorized issue of Certificates designated as GMACM Home
Equity Loan-Backed Certificates of the Series specified hereon (the "Certificates").
The Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look
solely to the funds on deposit in the Distribution Account that have been released from the Lien of the
I-1-3
Indenture for payment hereunder and that neither the Owner Trustee in its individual capacity nor the
Depositor is personally liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
The Certificateholder of this Certificate acknowledges and agrees that its rights to receive
distributions in respect of this Certificate are subordinated to the rights of the Noteholders and the
Enhancer as described in the Indenture.
Each Certificateholder, by its acceptance of a Certificate, covenants and agrees that such
Certificateholder will not at any time institute against the Depositor, or join in any institution
against the Depositor or the Trust of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Certificates, the Notes, the Agreement or
any of the other Basic Documents.
The Agreement permits the amendment thereof as specified below, provided that any amendment be
accompanied by an Opinion of Counsel to the Owner Trustee and the Enhancer to the effect that such
amendment complies with the provisions of the Agreement and will not cause the Trust to be subject to an
entity level tax. If the purpose of any such amendment is to correct any mistake, eliminate any
inconsistency, cure any ambiguity or deal with any matter not covered, it shall not be necessary to
obtain the consent of any Certificateholder, but the Owner Trustee shall be furnished with a letter from
each Rating Agency to the effect that such amendment will not cause a Rating Event, determined without
regard to the Policy. If the purpose of any such amendment is to prevent the imposition of any federal
or state taxes at any time that any Security is Outstanding, it shall not be necessary to obtain the
consent of the any Certificateholder, but the Owner Trustee and the Enhancer shall be furnished with an
Opinion of Counsel that such amendment is necessary or helpful to prevent the imposition of such taxes
and is not materially adverse to any Certificateholder. If the purpose of the amendment is to add or
eliminate or change any provision of the Agreement, other than as specified in the preceding two
sentences, the amendment shall require either (a) a letter from each Rating Agency to the effect that
such amendment will not cause a Rating Event, determined without regard to the Policy or (b) the consent
of Certificateholders of a majority of the Percentage Interests of the Certificates and the Indenture
Trustee; provided, however, that no such amendment shall (i) reduce in any manner the amount of, or
delay the time of, payments received that are required to be distributed on any Certificate without the
consent of all Certificateholders affected thereby, or (ii) reduce the aforesaid percentage of
Certificates the Certificateholders of which are required to consent to any such amendment without the
consent of the Certificateholders of all such Certificates then outstanding.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer
of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate Registrar, accompanied by a
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the
Certificateholder hereof or such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee. The initial Certificate Registrar
appointed under the Agreement is the Owner Trustee.
Except as provided in the Agreement, the Certificates are issuable only in minimum
denominations of a 10.0000% Percentage Interest and in integral multiples of a 0.0001% Percentage
I-1-4
Interest in excess thereof. As provided in the Agreement and subject to certain limitations therein set
forth, the Certificates are exchangeable for new Certificates of authorized denominations, as requested
by the Certificateholder surrendering the same. This Certificate is issued in the Percentage Interest
above.
No service charge will be made for any such registration of transfer or exchange, but the Owner
Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or
governmental charge payable in connection therewith.
The Owner Trustee, the Certificate Paying Agent, the Certificate Registrar and any agent of the
Owner Trustee, the Certificate Paying Agent, or the Certificate Registrar may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee,
the Certificate Paying Agent, the Certificate Registrar or any such agent shall be affected by any
notice to the contrary.
This Certificate shall be governed by and construed in accordance with the laws of the State of
Delaware.
The obligations created by the Agreement in respect of this Certificate and the Trust created
thereby shall terminate upon the final distribution of all moneys or other property or proceeds of the
Trust Estate in accordance with the terms of the Indenture and the Agreement.
Unless the certificate of authentication hereon shall have been executed by an authorized
officer of the Owner Trustee, or an authenticating agent by manual signature, this Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual
capacity, has caused this Class R-I Certificate to be duly executed.
GMACM HOME EQUITY LOAN TRUST 2007-HE1
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but
solely as Owner Trustee
Dated: March 29, 2007 By:______________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within mentioned Agreement.
WILMINGTON TRUST COMPANY,
not in its individual capacity
but solely as Owner Trustee
By:__________________________________________________
Authorized Signatory
or__________________________________________________,
as Authenticating Agent of the Trust
By:__________________________________________________
Authorized Signatory
I-1-6
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee:___________________________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfer unto
____________________________________________________________________________________________________________________
(name and address of assignee)
____________________________________________________________________________________________________________________
the within Certificate, and all rights thereunder, hereby irrevocably constituting and appointing
____________________________________________________________________________________________________________________
to transfer said Certificate on the books of the Certificate Registrar, with full power of substitution
in the premises.
Dated:
_____________________________________ */
Signature Guaranteed:
___________________________ */
_________________________
*/ NOTICE: The signature to this assignment must correspond with the name as it appears upon the face
of the within Certificate in every particular, without alteration, enlargement or any change whatever.
Such signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank
or trust company.
I-1-7
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for the information of the Certificate Paying Agent:
Distribution shall be made by wire transfer in immediately available funds to
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
for the account of _____________________________________________________________________, account number
____________________________________, or, if mailed by check, to_______________________________.
Applicable statements should be mailed to_____________________________________________.
________________________________
Signature of assignee or agent
(for authorization of wire
transfer only)
I-1-8
EXHIBIT I-2
FORM OF CLASS R-II CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A DISQUALIFIED
ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A
CERTIFICATION PURSUANT TO SECTION 3.05 OF THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
SERVICER, THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED
TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT
(A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES,
OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A
CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR THE FHLMC, A MAJORITY OF ITS
BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY
ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS
EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX
IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED
BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE (ANY SUCH
PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH
TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING
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THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED
TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
Certificate No. 1
Class R-II Certificate
Percentage Interest: 100%
Cut-Off Date: March 1, 2007
Date of Trust Agreement: March 29, 2007
First Payment Date: April 25, 2007
Final Payment Date: August 25, 2037
GMACM HOME EQUITY LOAN-BACKED CERTIFICATE, SERIES 2007-HE1
evidencing a fractional undivided interest in GMACM Home Equity Loan
Trust 2007-HE1 (the "Trust"), the property of which consists
primarily of the Mortgage Loans.
This Certificate is payable solely from the assets of the Trust Estate, and does not represent
an obligation of or interest in the Depositor, the Sellers, the Servicer, the Indenture Trustee or the
Owner Trustee or any of their Affiliates. This Certificate is not guaranteed or insured by any
governmental agency or instrumentality or by the Depositor, the Sellers, the Servicer, the Indenture
Trustee or the Owner Trustee or any of their affiliates. None of the Depositor, the Sellers, the
Servicer, the Indenture Trustee or the Owner Trustee or any of their Affiliates will have any obligation
with respect to any certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that GMAC Mortgage, LLC is the registered owner of the Certificate Percentage
Interest evidenced by this Certificate (as set forth on the face hereof) in certain distributions with
respect to the Trust Estate, consisting primarily of the Mortgage Loans, created by Residential Asset
Mortgage Products, Inc. (the "Depositor"). The Trust (as defined herein) was created pursuant to a
trust agreement dated as of March 29, 2007 (as amended and supplemented from time to time, the
"Agreement"), between the Depositor and Wilmington Trust Company, as owner trustee (the "Owner Trustee,"
which term includes any successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. Capitalized terms used herein that are not otherwise
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defined shall have the meanings ascribed thereto in Appendix A to the indenture dated as of March 29,
2007, between the Trust and the Indenture Trustee. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the Certificateholder of this
Certificate by virtue of the acceptance hereof assents and by which such Certificateholder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each
March, June, September and December or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Payment Date"), commencing on the first Payment Date specified above, to the
Person in whose name this Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last day) of the month
immediately preceding the month of such distribution (the "Record Date"), in an amount equal to the pro
rata portion evidenced by this Certificate (based on the Percentage Interest stated on the face hereon)
of the amount, if any, required to be distributed to Certificateholders of Certificates on such Payment
Date. Distributions on this Certificate will be made as provided in the Agreement by the Certificate
Paying Agent by wire transfer or check mailed to the Certificateholder of record in the Certificate
Register without the presentation or surrender of this Certificate or the making of any notation hereon.
Except as otherwise provided in the Agreement and notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Certificate Paying Agent of the
pendency of such distribution and only upon presentation and surrender of this Certificate at the
Corporate Trust Office of the Certificate Registrar. This Certificate has no Certificate Balance.
Each Certificateholder of this Certificate will be deemed to have agreed to be bound by the
restrictions set forth in the Agreement to the effect that (i) each person holding or acquiring any
Ownership Interest in this Certificate must be a United States Person and a Permitted Transferee, (ii)
the transfer of any Ownership Interest in this Certificate will be conditioned upon the delivery to the
Indenture Trustee of, among other things, an affidavit to the effect that it is a United States Person
and Permitted Transferee, (iii) any attempted or purported transfer of any Ownership Interest in this
Certificate in violation of such restrictions will be absolutely null and void and will vest no rights
in the purported transferee, and (iv) if any person other than a United States Person and a Permitted
Transferee acquires any Ownership Interest in this Certificate in violation of such restrictions, then
the Depositor will have the right, in its sole discretion and without notice to the Certificateholder of
this Certificate, to sell this Certificate to a purchaser selected by the Depositor, which purchaser may
be the Depositor, or any affiliate of the Depositor, on such terms and conditions as the Depositor may
choose.
No transfer of this Class R-II Certificate will be made unless the Indenture Trustee has
received either (i) an opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee, the Depositor and the Servicer with respect to the permissibility of such transfer under the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal
Revenue Code (the "Code") and stating, among other things, that the transferee's acquisition of a
Class R Certificate will not constitute or result in a non-exempt prohibited transaction under Section
406 of ERISA or Section 4975 of the Code or (ii) a representation letter, in the form as described by
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the Agreement, stating that the transferee is not an employee benefit or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), or any other person
(including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan.
This Certificate is one of a duly authorized issue of Certificates designated as GMACM Home
Equity Loan-Backed Certificates of the Series specified hereon (the "Certificates").
The Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look
solely to the funds on deposit in the Distribution Account that have been released from the Lien of the
Indenture for payment hereunder and that neither the Owner Trustee in its individual capacity nor the
Depositor is personally liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
The Certificateholder of this Certificate acknowledges and agrees that its rights to receive
distributions in respect of this Certificate are subordinated to the rights of the Noteholders and the
Enhancer as described in the Indenture.
Each Certificateholder, by its acceptance of a Certificate, covenants and agrees that such
Certificateholder will not at any time institute against the Depositor, or join in any institution
against the Depositor or the Trust of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Certificates, the Notes, the Agreement or
any of the other Basic Documents.
The Agreement permits the amendment thereof as specified below, provided that any amendment be
accompanied by an Opinion of Counsel to the Owner Trustee and the Enhancer to the effect that such
amendment complies with the provisions of the Agreement and will not cause the Trust to be subject to an
entity level tax. If the purpose of any such amendment is to correct any mistake, eliminate any
inconsistency, cure any ambiguity or deal with any matter not covered, it shall not be necessary to
obtain the consent of any Certificateholder, but the Owner Trustee shall be furnished with a letter from
each Rating Agency to the effect that such amendment will not cause a Rating Event, determined without
regard to the Policy. If the purpose of any such amendment is to prevent the imposition of any federal
or state taxes at any time that any Security is Outstanding, it shall not be necessary to obtain the
consent of the any Certificateholder, but the Owner Trustee and the Enhancer shall be furnished with an
Opinion of Counsel that such amendment is necessary or helpful to prevent the imposition of such taxes
and is not materially adverse to any Certificateholder. If the purpose of the amendment is to add or
eliminate or change any provision of the Agreement, other than as specified in the preceding two
sentences, the amendment shall require either (a) a letter from each Rating Agency to the effect that
such amendment will not cause a Rating Event, determined without regard to the Policy or (b) the consent
of Certificateholders of a majority of the Percentage Interests of the Certificates and the Indenture
Trustee; provided, however, that no such amendment shall (i) reduce in any manner the amount of, or
delay the time of, payments received that are required to be distributed on any Certificate without the
consent of all Certificateholders affected thereby, or (ii) reduce the aforesaid percentage of
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Certificates the Certificateholders of which are required to consent to any such amendment without the
consent of the Certificateholders of all such Certificates then outstanding.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer
of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate Registrar, accompanied by a
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the
Certificateholder hereof or such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee. The initial Certificate Registrar
appointed under the Agreement is the Owner Trustee.
Except as provided in the Agreement, the Certificates are issuable only in minimum
denominations of a 10.0000% Percentage Interest and in integral multiples of a 0.0001% Percentage
Interest in excess thereof. As provided in the Agreement and subject to certain limitations therein set
forth, the Certificates are exchangeable for new Certificates of authorized denominations, as requested
by the Certificateholder surrendering the same. This Certificate is issued in the Percentage Interest
above.
No service charge will be made for any such registration of transfer or exchange, but the Owner
Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or
governmental charge payable in connection therewith.
The Owner Trustee, the Certificate Paying Agent, the Certificate Registrar and any agent of the
Owner Trustee, the Certificate Paying Agent, or the Certificate Registrar may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee,
the Certificate Paying Agent, the Certificate Registrar or any such agent shall be affected by any
notice to the contrary.
This Certificate shall be governed by and construed in accordance with the laws of the State of
Delaware.
The obligations created by the Agreement in respect of this Certificate and the Trust created
thereby shall terminate upon the final distribution of all moneys or other property or proceeds of the
Trust Estate in accordance with the terms of the Indenture and the Agreement.
Unless the certificate of authentication hereon shall have been executed by an authorized
officer of the Owner Trustee, or an authenticating agent by manual signature, this Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual
capacity, has caused this Class R-II Certificate to be duly executed.
GMACM HOME EQUITY LOAN TRUST 2007-HE1
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but
solely as Owner Trustee
Dated: March 29, 2007 By:_______________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within mentioned Agreement.
WILMINGTON TRUST COMPANY,
not in its individual capacity
but solely as Owner Trustee
By:__________________________________________________
Authorized Signatory
or__________________________________________________,
as Authenticating Agent of the Trust
By:__________________________________________________
Authorized Signatory
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ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee:__________________________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfer unto
___________________________________________________________________________________________________________________
(name and address of assignee)
___________________________________________________________________________________________________________________
the within Certificate, and all rights thereunder, hereby irrevocably constituting and appointing
___________________________________________________________________________________________________________________
to transfer said Certificate on the books of the Certificate Registrar, with full power of substitution
in the premises.
Dated:
_____________________________________ */
Signature Guaranteed:
___________________________ */
___________________________
*/ NOTICE: The signature to this assignment must correspond with the name as it appears upon the face
of the within Certificate in every particular, without alteration, enlargement or any change whatever.
Such signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank
or trust company.
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for the information of the Certificate Paying Agent:
Distribution shall be made by wire transfer in immediately available funds to
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
for the account of______________________________________________________________________, account number
___________________________, or, if mailed by check, to ______________________________________.
Applicable statements should be mailed to____________________________________________.
________________________________
Signature of assignee or agent
(for authorization of wire
transfer only)
▇-▇-▇
▇▇▇▇▇▇▇ ▇-▇
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
(1) That he is [Title of Officer] of [Name of Owner] (record or
beneficial owner of the GMACM Home Equity Loan-Backed Certificates, Series 2007-HE1, Class R-[ ] (the
"Owner")), a [savings institution] [corporation] duly organized and existing under the laws of [the State
of ____________________________________] [the United States], on behalf of which he makes this affidavit
and agreement.
(2) That the Owner (i) is not and will not be a "disqualified
organization" or an electing large partnership as of [date of transfer] within the meaning of Sections
860E(e)(5) and 775, respectively, of the Internal Revenue Code of 1986, as amended (the "Code") or an
electing large partnership under Section 775(a) of the Code, (ii) will endeavor to remain other than a
disqualified organization for so long as it retains its ownership interest in the Class R-[ ]
Certificates, and (iii) is acquiring the Class R-[ ] Certificates for its own account or for the
account of another Owner from which it has received an affidavit and agreement in substantially the same
form as this affidavit and agreement. (For this purpose, a "disqualified organization" means an electing
large partnership under Section 775 of the Code, the United States, any state or political subdivision
thereof, any agency or instrumentality of any of the foregoing (other than an instrumentality all of the
activities of which are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such governmental entity) or any foreign
government, international organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization (other than certain
farmers' cooperatives) that is generally exempt from federal income tax unless such organization is
subject to the tax on unrelated business taxable income).
(3) That the Owner is aware (i) of the tax that would be imposed
on transfers of Class R Certificates to disqualified organizations or electing large partnerships, under
the Code, that applies to all transfers of Class R Certificates after March 31, 1988; (ii) that such tax
would be on the transferor (or, with respect to transfers to electing large partnerships, on each such
partnership), or, if such transfer is through an agent (which person includes a broker, nominee or
middleman) for a disqualified organization, on the agent; (iii) that the person (other than with respect
to transfers to electing large partnerships) otherwise liable for the tax shall be relieved of liability
for the tax if the transferee furnishes to such person an affidavit that the transferee is not a
disqualified organization and, at the time of transfer, such person does not have actual knowledge that
the affidavit is false; and (iv) that the Class R-[ ] Certificates may be "noneconomic residual
interests" within the meaning of Treasury regulations promulgated pursuant to the Code and that the
transferor of a noneconomic residual interest will remain liable for any taxes due with respect to the
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income on such residual interest, unless no significant purpose of the transfer was to impede the
assessment or collection of tax.
(4) That the Owner is aware of the tax imposed on a
"pass-through entity" holding Class R Certificates if either the pass-through entity is an electing large
partnership under Section 775 of the if at any time during the taxable year of the pass-through entity a
disqualified organization is the record holder of an interest in such entity. (For this purpose, a
"pass through entity" includes a regulated investment company, a real estate investment trust or common
trust fund, a partnership, trust or estate, and certain cooperatives.)
(5) The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the laws of, the United
States or any political subdivision thereof (except in the case of a partnership, to the extent provided
in Treasury regulations), or an estate that is described in Section 7701(a)(30)(D) of the Code, or a
trust that is described in Section 7701(a)(30)(E) of the Code.
(6) That the Owner is aware that the Certificate Registrar will
not register the transfer of any Class R Certificates unless the transferee, or the transferee's agent,
delivers to it an affidavit and agreement, among other things, in substantially the same form as this
affidavit and agreement. The Owner expressly agrees that it will not consummate any such transfer if it
knows or believes that any of the representations contained in such affidavit and agreement are false.
(7) That the Owner has reviewed the restrictions set forth on
the face of the Class R Certificates and the provisions of Section 3.05 of the Trust Agreement under
which the Class R-[ ] Certificates were issued (in particular, clause (i)(A) and (i)(B) of Section 3.05
which authorize the Certificate Registrar to deliver payments to a person other than the Owner and
negotiate a mandatory sale by the Servicer Trustee in the event the Owner holds such Certificates in
violation of Section 3.05). The Owner expressly agrees to be bound by and to comply with such
restrictions and provisions.
(8) That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R-[ ] Certificates will only be owned, directly or indirectly, by
an Owner that is not a disqualified organization.
(9) The Owner's Taxpayer Identification Number is
___________________________.
(10) This affidavit and agreement relates only to the Class R-[
] Certificates held by the Owner and not to any other holder of the Class R-[ ]Certificates. The Owner
understands that the liabilities described herein relate only to the Class R-[ ] Certificates.
(11) That no purpose of the Owner relating to the transfer of any
of the Class R-[ ] Certificates by the Owner is or will be to impede the assessment or collection of
any tax.
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(12) That the Owner has no present knowledge or expectation that
it will be unable to pay any United States taxes owed by it so long as any of the Certificates remain
outstanding. In this regard, the Owner hereby represents to and for the benefit of the person from whom
it acquired the Class R-[ ] Certificate that the Owner intends to pay taxes associated with holding
such Class R-[ ] Certificate as they become due, fully understanding that it may incur tax liabilities
in excess of any cash flows generated by the Class R-[ ] Certificate.
(13) That the Owner has no present knowledge or expectation that
it will become insolvent or subject to a bankruptcy proceeding for so long as any of the Class R-[ ]
Certificates remain outstanding.
(14) The Purchaser is not an employee benefit plan or other plan
subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or
an investment manager, named fiduciary or a trustee of any such plan, or any other Person acting,
directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any such plan.
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IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on its behalf,
pursuant to the authority of its Board of Directors, by its [Title of Officer] and its corporate seal to
be hereunto attached, attested by its [Assistant] Secretary, this ____ day of __________, ____________.
[NAME OF OWNER]
By:_______________________________________________
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
_________________________________
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer], known or proved to me
to be the same person who executed the foregoing instrument and to be the [Title of Officer] of the
Owner, and acknowledged to me that he executed the same as his free act and deed and the free act and
deed of the Owner.
Subscribed and sworn before me this ____ day of __________, ____________.
_____________________________________________________
NOTARY PUBLIC
COUNTY OF____________________________________________
STATE OF_____________________________________________
My Commission expires the___day of
_______________, 20__.
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EXHIBIT J-2
FORM OF TRANSFEROR CERTIFICATE
________________________, 20___
Residential Asset Mortgage Products, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ Fargo Bank, N.A.
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Services
Re: GMACM Home Equity Loan-Backed Term Notes,
Series 2007-HE1, Class R
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_______________________________________________________________________________________(the "Seller") to
____________________________________________________________________________________(the "Purchaser") of
$___________________________ Initial Certificate Principal Balance of GMACM Home Loan Backed Pass-Through
Certificates, Series 2007-HE1, Class R-[ ] (the "Certificates"), pursuant to Section 3.05 of the Trust
Agreement (the "Trust Agreement"), dated as of March 29, 2007 among Residential Asset Mortgage Products,
Inc., as seller (the "Company"), GMAC Mortgage, LLC, as servicer, and Wilmington Trust Company, as owner
trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set
forth in the Trust Agreement. The Seller hereby certifies, represents and warrants to, and covenants
with, the Company and the Trustee that:
(15) No purpose of the Seller relating to the transfer of the
Certificate by the Seller to the Purchaser is or will be to impede the assessment or collection of any
tax.
(16) The Seller understands that the Purchaser has delivered to
the Trustee and the Servicer a transfer affidavit and agreement in the form attached to the Trust
Agreement as Exhibit J-1. The Seller does not know or believe that any representation contained therein
is false.
(17) The Seller has at the time of the transfer conducted a
reasonable investigation of the financial condition of the Purchaser as contemplated by Treasury
Regulations Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Seller has determined
that the Purchaser has historically paid its debts as they become due and has found no significant
evidence to indicate that the Purchaser will not continue to pay its debts as they become due in the
future. The Seller understands that the transfer of a Class R-[ ] Certificate may not be respected for
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United States income tax purposes (and the Seller may continue to be liable for United States income
taxes associated therewith) unless the Seller has conducted such an investigation.
(18) The Seller has no actual knowledge that the proposed
Transferee is not both a United States Person and a Permitted Transferee.
Very truly yours,
________________________________________________
(Seller)
By:______________________________________________
Name:____________________________________________
Title:___________________________________________
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