Exhibit 4.2
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
as Depositor
and
WILMINGTON TRUST COMPANY
as Owner Trustee
________________________________________
TRUST AGREEMENT
Dated as of October 26, 2007
________________________________________
GMACM HOME EQUITY LOAN TRUST 2007-HE3
GMACM Home Equity Loan-Backed Certificates,
Series 2007-HE3
TABLE OF CONTENTS
ARTICLE I Definitions....................................................................................2
Section 1.01 Definitions..............................................................................2
Section 1.02 Other Definitional Provisions............................................................2
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.............................................................4
Section 2.05 Initial Capital Contribution of Trust Estate.............................................4
Section 2.06 Declaration of Trust.....................................................................4
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...................................................................10
ARTICLE III Conveyance of the Mortgage Loans; Certificates................................................10
Section 3.01 Conveyance of the Mortgage Loans........................................................10
Section 3.02 Initial Ownership.......................................................................10
Section 3.03 Issuance of Certificates................................................................10
Section 3.04 Authentication of Certificates..........................................................10
Section 3.05 Registration of and Limitations on Transfer and Exchange of Certificates................10
Section 3.06 Mutilated, Destroyed, Lost or Stolen Certificates.......................................13
Section 3.07 Persons Deemed Certificateholders.......................................................13
Section 3.08 Access to List of Certificateholders' Names and Addresses...............................13
Section 3.09 Maintenance of Office or Agency.........................................................13
Section 3.10 Certificate Paying Agent................................................................13
Section 3.11 Intentionally Omitted...................................................................16
Section 3.12 Intentionally Omitted...................................................................16
Section 3.13 Subordination...........................................................................16
Section 3.14 No Priority Among Certificates..........................................................16
ARTICLE IV Authority and Duties of Owner Trustee.........................................................16
Section 4.01 General Authority.......................................................................16
Section 4.02 General Duties..........................................................................16
Section 4.03 Action upon Instruction.................................................................16
Section 4.04 No Duties Except as Specified under Specified Documents or in Instructions..............16
Section 4.05 Restrictions............................................................................20
Section 4.06 Prior Notice to Certificateholders with Respect to Certain Matters......................20
Section 4.07 Action by Certificateholders with Respect to Certain Matters............................20
Section 4.08 Action by Certificateholders with Respect to Bankruptcy.................................20
Section 4.09 Restrictions on Certificateholders' Power...............................................20
Section 4.10 Majority Control........................................................................20
Section 4.11 Doing Business in Other Jurisdiction....................................................20
ARTICLE V Applications of Trust Funds...................................................................20
Section 5.01 Distributions...........................................................................20
Section 5.02 Method of Payment.......................................................................20
Section 5.03 Signature on Returns....................................................................20
Section 5.04 Statements to Certificateholders........................................................20
ARTICLE VI Concerning the Owner Trustee..................................................................21
Section 6.01 Acceptance of Trusts and Duties.........................................................21
Section 6.02 Furnishing of Documents.................................................................22
Section 6.03 Representations and Warranties..........................................................22
Section 6.04 Reliance; Advice of Counsel.............................................................23
Section 6.05 Not Acting in Individual Capacity.......................................................23
Section 6.06 Owner Trustee Not Liable for Certificates or Related Documents..........................24
Section 6.07 Owner Trustee May Own Certificates and Notes............................................24
ARTICLE VII Compensation of Owner Trustee.................................................................24
Section 7.01 Owner Trustee's Fees and Expenses.......................................................24
Section 7.02 Indemnification.........................................................................25
ARTICLE VIII Termination of Trust Agreement................................................................27
Section 8.01 Termination of Trust Agreement..........................................................27
Section 8.02 Additional Termination Requirements.....................................................27
ARTICLE IX Successor Owner Trustees and Additional Owner Trustees........................................29
Section 9.01 Eligibility Requirements for Owner Trustee..............................................29
Section 9.02 Replacement of Owner Trustee............................................................29
Section 9.03 Successor Owner Trustee.................................................................29
Section 9.04 Merger or Consolidation of Owner Trustee................................................29
Section 9.05 Appointment of Co-Trustee or Separate Trustee...........................................38
ARTICLE X Compliance With Regulation AB.................................................................38
Section 10.01 Intent of the Parties; Reasonableness...................................................38
Section 10.02 Additional Representations and Warranties of the Owner Trustee..........................38
Section 10.03 Information to Be Provided by the Owner Trustee.........................................38
Section 10.04 Indemnification; Remedies...............................................................38
ARTICLE XI Miscellaneous.................................................................................38
Section 11.01 Amendments..............................................................................38
Section 11.02 No Legal Title to Trust Estate..........................................................38
Section 11.03 Limitations on Rights of Others.........................................................38
Section 11.04 Notices.................................................................................38
Section 11.05 Severability............................................................................38
Section 11.06 Separate Counterparts...................................................................38
Section 11.07 Successors and Assigns..................................................................38
Section 11.08 No Petition.............................................................................38
Section 11.09 No Recourse.............................................................................38
Section 11.10 Headings................................................................................38
Section 11.11 GOVERNING LAW...........................................................................38
Section 11.12 Integration.............................................................................38
This trust agreement, dated as of October 26, 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 October 26, 2007
(the "Indenture"), between GMACM Home Equity Loan Trust 2007-HE3, 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.
(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-HE3," 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 and the Depositor.
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
(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 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, that a second election to be treated as a REMIC be made with
respect to the REMIC I Regular Interests ("REMIC II"), and that a third election to be treated as a REMIC be made
with respect to the REMIC II Regular Interests ("REMIC III"). 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. 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 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 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, without
recourse, all its right, title and interest in and to the Mortgage Loans, including but not limited to any rights
of the Depositor under the Purchase Agreement.
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 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 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 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, Class R-II Certificates and the Class R-III Certificates shall be issued in substantially the form
attached hereto as Exhibits I-1, I-2 and I-3, 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 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 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,
Exhibit I-2 or Exhibit I-3 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.
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 and the Certificate Registrar, 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, 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, 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 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 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 non-exempt 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:
(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 J-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.
(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.
(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; 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 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
and the Certificateholders 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 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; 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.
Section 3.11. Intentionally Omitted.
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 under, or otherwise related to, the
Indenture, and no distributions will be made on the Certificates until the Noteholders and the Indenture Trustee
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 of this Trust Agreement and in accordance with the terms of the
Basic Documents, the Certificateholders may by written instruction 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 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.
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.
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 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 in writing of the proposed action and 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 such
Certificateholders 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.
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, 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 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.
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 REMIC Administrator shall be deemed to distribute:
(i) to REMIC II as the holder of the REMIC I Regular Interests, and to the Class
R-I Certificateholders, in the amounts and in accordance with the priorities set forth in the definition
of REMIC I Distribution Amount;
(ii) to REMIC III as the holder of the REMIC II Regular Interests, and to the Class
R-II Certificateholders, in the amounts and in accordance with the priorities set forth in the
definition of REMIC II Distribution Amount; and
(iii) to the Noteholders and Certificateholders, as the holders of the REMIC III
Interests the REMIC III Distribution Amount in the amounts and in accordance with the priorities set
forth in the definition of REMIC III Distribution Amount.
Notwithstanding the deemed distributions described in this Section 5.01(e), distributions of funds from the
Distribution Account shall be made only in accordance with Section 3.05 of the Indenture and Section 5.01(a) of
this Trust Agreement.
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.
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;
(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 Seller 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. 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;
(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 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 Seller 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
Seller, 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:
(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.
(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 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:
(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 Indenture
Trustee and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly
appoint a successor Owner Trustee 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 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 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 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. 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.
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 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 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 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 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 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 to the effect that such amendment (i)
complies with the provisions of this 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 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.
(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.
(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) 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, 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, 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.
(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 and each of the Rating Agencies. It shall not be 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 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-HE3, if to the Depositor, addressed to Residential Asset Mortgage Products, Inc., ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President, Re: GMACM Home Equity
Loan Trust Series 2007-HE3; if to the Rating Agencies, addressed to ▇▇▇▇▇'▇ Investors Service, Inc., ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 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.
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 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 Seller, the Owner Trustee, the Indenture Trustee or any Affiliate
thereof, and that no recourse may be had against such Persons or 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.
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:
Acknowledged and Agreed for purposes of Article X:
GMAC MORTGAGE, LLC,
By:_________________________________
Name:
Title:
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.
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 SELLER, 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: October 1, 2007
Date of Trust Agreement: October 26, 2007
First Payment Date: November 26, 2007
Final Payment Date: October 25, 2037
GMACM HOME EQUITY LOAN-BACKED CERTIFICATE, SERIES 2007-HE3
evidencing a fractional undivided interest in GMACM Home Equity Loan Trust
2007-HE3 (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 Seller, 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 Seller, the Servicer, the Indenture Trustee or the Owner
Trustee or any of their affiliates. None of the Depositor, the Seller, 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 Residential Asset Mortgage Products,
Inc. (the "Depositor"). The Trust (as defined herein) was created pursuant to a trust agreement dated as of
October 26, 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 October 26, 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
four Classes of Certificates, designated as the Class SB Certificates, the Class R-I Certificates, the Class R-II
Certificates and the Class R-III 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
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 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 a letter from each Rating Agency to the effect that such amendment will not cause
a Rating Event. 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. 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, 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
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.
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]
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-HE3
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as
Owner Trustee
Dated: October 26, 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
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.
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)
EXHIBIT B
CERTIFICATE OF TRUST
OF
GMACM HOME EQUITY LOAN TRUST 2007-HE3
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-HE3
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
October 26, 2007
By:____________________________________________________
Name:
Title:
Dated: October 26, 2007
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 October 26, 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 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
(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 October 26, 2007 between the Trust and the Indenture Trustee.
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:______________________________________
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.
______ 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.
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:______________________________________
______________________
(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.
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 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:__________________________________________
EXHIBIT D
FORM OF INVESTOR REPRESENTATION LETTER
_____________________,____
Residential Asset Mortgage Products, Inc.
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▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
The Bank of New York Trust Company, N.A.
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Residential Asset Mortgage Products, Inc.,
GMACM Home Equity Loan-Backed Certificates, Series 2007-HE3
Ladies and Gentlemen:
___________________ (the "Purchaser") intends to purchase from _____________________________
(the "Seller") ____________% Certificate Percentage Interest of the Class [__] Certificates, Series 2007-HE3 (the
"Certificates"), issued pursuant to the Trust Agreement dated as of October 26, 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 October 26, 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 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
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:
EXHIBIT E
FORM OF TRANSFEROR REPRESENTATION LETTER
_____________________,____
Residential Asset Mortgage Products, Inc.
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▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
The Bank of New York Trust Company, N.A.
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Residential Asset Mortgage Products, Inc.
GMACM Home Equity Loan-Backed Certificates, Series 2007-HE3
Ladies and Gentlemen:
____________________________ (the "Purchaser") intends to purchase from _________________________(the
"Seller") a ______% Percentage Interest of Certificates of the Class [__] Certificates, Series 2007-HE3 (the
"Certificates"), issued pursuant to the Trust Agreement dated as of October 26, 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 October 26, 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 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:
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 October 26, 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-HE3 (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 October 26, 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
____________________________________________
____________________________________________
____________________________________________; 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.
EXHIBIT G
FORM OF ERISA REPRESENTATION LETTER
_______________________,______
Residential Asset Mortgage Products, Inc.
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▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Wilmington Trust Company
▇▇▇▇▇▇ Square North
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
GMAC Mortgage, LLC
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The Bank of New York Trust Company, N.A.
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Re: Residential Asset Mortgage Products, Inc.
GMACM Home Equity Loan-Backed Certificates, Series 2007-HE3
Dear Sirs:
__________________________________________________ (the "Transferee") intends to acquire from
_____________________________________ (the "Transferor") a _________% Percentage Interest of GMACM Home Equity
Loan-Backed Certificates, Series 2007-HE3 (the "Certificates"), issued pursuant to a trust agreement dated as of
October 26, 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 October 26,
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 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:
EXHIBIT H
FORM OF REPRESENTATION LETTER
_______________________,____
Residential Asset Mortgage Products, Inc.
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Wilmington Trust Company
▇▇▇▇▇▇ Square North
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▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
GMAC Mortgage, LLC
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The Bank of New York Trust Company, N.A.
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Re: Residential Asset Mortgage Products, Inc.
GMACM Home Equity Loan-Backed Certificates, Series 2007-HE3
Dear Sirs:
_______________________________________________ (the "Transferee") intends to acquire from
___________________________________________ (the "Transferor") a ______% Percentage Interest of GMACM Home Equity
Loan-Backed Certificates, Series 2007-HE3 (the "Certificates"), issued pursuant to a trust agreement dated as of
October 26, 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 October 26, 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
(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:
EXHIBIT I-1
FORM OF CLASS R-I 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 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-I Certificate
Percentage Interest: 100%
Cut-Off Date: October 1, 2007
Date of Trust Agreement: October 26, 2007
First Payment Date: November 26, 2007
Final Payment Date: October 25, 2037
GMACM HOME EQUITY LOAN-BACKED CERTIFICATE, SERIES 2007-HE3
evidencing a fractional undivided interest in GMACM Home Equity Loan Trust
2007-HE3 (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 Seller, 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 Seller, the Servicer, the Indenture Trustee or the Owner Trustee or any
of their affiliates. None of the Depositor, the Seller, 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 October
26, 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 October 26, 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-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 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 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 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. 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. 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, 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 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]
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-HE3
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as
Owner Trustee
Dated: October 26, 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
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.
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)
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 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: October 1, 2007
Date of Trust Agreement: October 26, 2007
First Payment Date: November 26, 2007
Final Payment Date: October 25, 2037
GMACM HOME EQUITY LOAN-BACKED CERTIFICATE, SERIES 2007-HE3
evidencing a fractional undivided interest in GMACM Home Equity Loan Trust
2007-HE3 (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 Seller, 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 Seller, the Servicer, the Indenture Trustee or the Owner Trustee or any
of their affiliates. None of the Depositor, the Seller, 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 October
26, 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 October 26, 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 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 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 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. 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. 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, 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 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]
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-HE3
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as
Owner Trustee
Dated: October 26, 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
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.
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)
EXHIBIT I-3
FORM OF CLASS R-III 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 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-III Certificate
Percentage Interest: 100%
Cut-Off Date: October 1, 2007
Date of Trust Agreement: October 26, 2007
First Payment Date: November 26, 2007
Final Payment Date: October 25, 2037
GMACM HOME EQUITY LOAN-BACKED CERTIFICATE, SERIES 2007-HE3
evidencing a fractional undivided interest in GMACM Home Equity Loan Trust
2007-HE3 (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 Seller, 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 Seller, the Servicer, the Indenture Trustee or the Owner Trustee or any
of their affiliates. None of the Depositor, the Seller, 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 October
26, 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 October 26, 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-III 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 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 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 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. 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. 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, 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 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]
IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual capacity, has
caused this Class R-III Certificate to be duly executed.
GMACM HOME EQUITY LOAN TRUST 2007-HE3
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as
Owner Trustee
Dated: October 26, 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
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.
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)
EXHIBIT J-1
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-HE3, 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 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.
(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.
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__.
EXHIBIT J-2
FORM OF TRANSFEROR CERTIFICATE
____________________________, 20___
Residential Asset Mortgage Products, Inc.
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The Bank of New York Trust Company, N.A.
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Re: GMACM Home Equity Loan-Backed Term Notes,
Series 2007-HE3, 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-HE3, Class R-[ ] (the "Certificates"), pursuant to Section 3.05
of the Trust Agreement (the "Trust Agreement"), dated as of October 26, 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:
(1) 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.
(2) 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.
(3) 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 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.
(4) 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:_________________________________
