EXECUTION COPY
______________________________________________________________________________________________________________
GMAC MORTGAGE, LLC
as Servicer,
GMACM HOME EQUITY LOAN TRUST 2007-HE1,
as Issuer
and
THE BANK OF NEW YORK TRUST COMPANY, N.A.
as Indenture Trustee
_________________________
SERVICING AGREEMENT
Dated as of March 29, 2007
_________________________
_______________________________________________________________________________________________________________
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS................................................................................1
Section 1.01 Definitions.......................................................................1
Section 1.02 Other Definitional Provisions.....................................................1
Section 1.03 Interest Calculations.............................................................2
ARTICLE II REPRESENTATIONS AND WARRANTIES.............................................................3
Section 2.01 Representations and Warranties Regarding the Servicer.............................3
Section 2.02 Representations and Warranties of the Issuer......................................4
Section 2.03 Enforcement of Representations and Warranties.....................................4
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS.............................................5
Section 3.01 The Servicer......................................................................5
Section 3.02 Collection of Certain Mortgage Loan Payments......................................8
Section 3.03 Withdrawals from the Custodial Account...........................................11
Section 3.04 Maintenance of Hazard Insurance; Property Protection Expenses....................13
Section 3.05 Modification Agreements..........................................................14
Section 3.06 Trust Estate; Related Documents..................................................14
Section 3.07 Realization Upon Defaulted Mortgage Loans........................................15
Section 3.08 Issuer and Indenture Trustee to Cooperate........................................17
Section 3.09 Servicing Compensation; Payment of Certain Expenses by Servicer..................18
Section 3.10 Annual Statement as to Compliance................................................18
Section 3.11 Annual Independent Public Accountants' Servicing Report..........................19
Section 3.12 Access to Certain Documentation and Information Regarding the Mortgage
Loans............................................................................19
Section 3.13 Maintenance of Certain Servicing Insurance Policies..............................19
Section 3.14 Information Required by the Internal Revenue Service and Reports of
Foreclosures and Abandonments of Mortgaged Property..............................20
Section 3.15 Optional Repurchase or Transfer of Mortgage Loans................................20
Section 3.16 Yield Maintenance Agreement......................................................21
Section 3.17 Reserved.........................................................................21
Section 3.18 Pre-Funding Account..............................................................21
Section 3.19 Capitalized Interest Account.....................................................23
Section 3.20 Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments..................................................24
Section 3.21 Advance Facility.................................................................25
ARTICLE IV SERVICING CERTIFICATE.....................................................................27
Section 4.01 Statements to Securityholders....................................................27
Section 4.02 Tax Returns and 1934 Act Reports.................................................29
ARTICLE V NOTE PAYMENT ACCOUNT......................................................................31
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Section 5.01 Note Payment Account.............................................................31
ARTICLE VI THE SERVICER..............................................................................31
Section 6.01 Liability of the Servicer........................................................31
Section 6.02 Merger or Consolidation of, or Assumption of the Obligations of, the
Servicer.........................................................................31
Section 6.03 Limitation on Liability of the Servicer and Others...............................32
Section 6.04 Servicer Not to Resign...........................................................32
Section 6.05 Delegation of Duties.............................................................33
Section 6.06 Payment of Indenture Trustee's and Owner Trustee's Fees and Expenses;
Indemnification..................................................................33
ARTICLE VII DEFAULT...................................................................................34
Section 7.01 Servicing Default................................................................34
Section 7.02 Indenture Trustee to Act; Appointment of Successor...............................36
Section 7.03 Notification to Securityholders..................................................38
Section 7.04 Servicing Termination Event; Removal of Servicer.................................38
ARTICLE VIII MISCELLANEOUS PROVISIONS..................................................................39
Section 8.01 Amendment........................................................................39
Section 8.02 GOVERNING LAW....................................................................39
Section 8.03 Notices..........................................................................39
Section 8.04 Severability of Provisions.......................................................40
Section 8.05 Third-Party Beneficiaries........................................................40
Section 8.06 Counterparts.....................................................................40
Section 8.07 Effect of Headings and table of Contents.........................................40
Section 8.08 Termination Upon Purchase by the Servicer or Liquidation of All Mortgage
Loans; Partial Redemption........................................................40
Section 8.09 Certain Matters Affecting the Indenture Trustee..................................41
Section 8.10 Owner Trustee Not Liable for Related Documents...................................41
ARTICLE IX COMPLIANCE WITH REGULATION AB.............................................................42
Section 9.01 Intent of the Parties; Reasonableness............................................42
Section 9.02 Additional Representations and Warranties of the Indenture Trustee...............42
Section 9.03 Information to Be Provided by the Indenture Trustee..............................43
Section 9.04 Report on Assessment of Compliance and Attestation...............................43
Section 9.05 Indemnification; Remedies........................................................44
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This Servicing Agreement, dated as of March 29, 2007 (the "Agreement"), is among GMAC Mortgage, LLC, as
servicer (the "Servicer"), the GMACM Home Equity Loan Trust 2007-HE1, as issuer (the "Issuer"), and The Bank of
New York Trust Company, N.A., as indenture trustee (the "Indenture Trustee").
WITNESSETH:
WHEREAS, pursuant to the terms of the Purchase Agreement (as defined herein), GMAC Mortgage, LLC, as
seller (in such capacity, "GMACM") and as servicer, and Walnut Grove Mortgage Loan Trust 2003-A, as seller ("WG
Trust 2003" and, with GMACM, each a "Seller" and together, the "Sellers"), will sell to Residential Asset
Mortgage Products, Inc. ("RAMP"), as purchaser (in such capacity, the "Purchaser"), the Initial Mortgage Loans on
the Closing Date, and may sell Subsequent Mortgage Loans on one or more Subsequent Transfer Dates, together with
the Related Documents on the Closing Date and any Subsequent Transfer Date;
WHEREAS, RAMP, as depositor (in such capacity, the "Depositor"), will sell the Initial Mortgage Loans
and assign all of its rights under the Purchase Agreement to the Issuer, together with the Related Documents on
the Closing Date;
WHEREAS, pursuant to the terms of the Trust Agreement, the Issuer will issue the Certificates;
WHEREAS, pursuant to the terms of the Indenture, the Issuer will issue the Notes; and
WHEREAS, pursuant to the terms of this Agreement, the Servicer will service the Mortgage Loans directly
or through one or more Subservicers.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as
follows:
ARTICLE I
Definitions
Section 1.01 Definitions. For all purposes of this Agreement, except as otherwise expressly provided
herein or unless the context otherwise requires, capitalized terms not otherwise defined herein shall have the
meanings assigned to such terms in the Definitions contained in Appendix A to the indenture dated as of March 29,
2007 (the "Indenture"), between the Issuer and the Indenture Trustee, which is incorporated by reference herein.
All other capitalized terms used herein shall have the meanings specified herein.
Section 1.02 Other Definitional Provisions.
(a) All terms defined in this Agreement shall have the defined meanings when used in any
certificate or other document made or delivered pursuant hereto unless otherwise defined
therein.
(b) As used in this Agreement and in any certificate or other document made or delivered pursuant
hereto or thereto, accounting terms not defined in this Agreement or in any such certificate or
other document, and accounting terms partly defined in this Agreement or in any such
certificate or other document, to the extent not defined, shall have the respective meanings
given to them under generally accepted accounting principles. To the extent that the
definitions of accounting terms in this Agreement or in any such certificate or other document
are inconsistent with the meanings of such terms under generally accepted accounting
principles, the definitions contained in this Agreement or in any such certificate or other
document shall control.
(c) The words "hereof," "herein," "hereunder" and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular provision of this
Agreement; Section and Exhibit references contained in this Agreement are references to
Sections and Exhibits in or to this Agreement unless otherwise specified; the term "including"
shall mean "including without limitation"; "or" shall include "and/or"; and the term "proceeds"
shall have the meaning ascribed thereto in the UCC.
(d) The definitions contained in this Agreement are applicable to the singular as well as the
plural forms of such terms and to the masculine as well as the feminine and neuter genders of
such terms.
(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.
Section 1.03 Interest Calculations. All calculations of interest hereunder that are made in respect of
the Principal Balance of a Mortgage Loan shall be made on a daily basis using a 365-day year. All calculations
of interest on the Notes, other than the Class A-1 Notes, and the calculation of the Servicing Fee shall be made
on the basis of a 360-day year consisting of twelve 30-day months. The calculation of interest on the Class A-1
Notes shall be made on the basis of the actual number of days in an Interest Period and a year assumed to consist
of 360 days. All dollar amounts calculated hereunder shall be rounded to the nearest xxxxx with one-half of one
xxxxx being rounded up.
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ARTICLE II
Representations and Warranties
Section 2.01 Representations and Warranties Regarding the Servicer. The Servicer represents and
warrants to the Issuer and for the benefit of the Indenture Trustee, as pledgee of the Mortgage Loans, as of the
Closing Date:
(a) the Servicer is a limited liability company duly formed, validly existing and in good standing
under the laws of its jurisdiction of organization and has the power to own its assets and to
transact the business in which it is currently engaged. The Servicer is duly qualified to do
business as a foreign entity and is in good standing in each jurisdiction in which the
character of the business transacted by it or properties owned or leased by it requires such
qualification and in which the failure to so qualify would have a material adverse effect (not
in the ordinary course of business) on the business, properties, assets, or condition
(financial or other) of the Servicer;
(b) the Servicer has the power and authority to make, execute, deliver and perform this Agreement
and all of the transactions contemplated under this Agreement, and has taken all necessary
action to authorize the execution, delivery and performance of this Agreement. When executed
and delivered, this Servicing Agreement will constitute the legal, valid and binding obligation
of the Servicer enforceable in accordance with its terms, except as enforcement of such terms
may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally and by the availability of equitable remedies;
(c) the Servicer is not required to obtain the consent of any other Person or any consent, license,
approval or authorization from, or registration or declaration with, any governmental
authority, bureau or agency in connection with the execution, delivery, performance, validity
or enforceability of this Agreement, except for such consent, license, approval or
authorization, or registration or declaration, as shall have been obtained or filed, as the
case may be;
(d) the execution and delivery of this Agreement and the performance of the transactions
contemplated hereby by the Servicer will not violate any material provision of any existing law
or regulation or any order or decree of any court applicable to the Servicer or any provision
of the organizational documents, or constitute a material breach of any material mortgage,
indenture, contract or other agreement to which the Servicer is a party or by which the
Servicer may be bound;
(e) no litigation or administrative proceeding of or before any court, tribunal or governmental
body is currently pending, or to the knowledge of the Servicer threatened, against the Servicer
or any of its properties or with respect to this Agreement or the Securities which in the
opinion of the Servicer has a reasonable likelihood of resulting in a material adverse effect
on the transactions contemplated by this Agreement;
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(f) the Servicer is a member of MERS in good standing, and will comply in all material respects
with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans
that are registered with MERS; and
(g) the servicing of the Mortgage Loans has at all times been conducted in material compliance with
all applicable federal, state and local laws, rules and regulations and there has been no
material violation of any such laws, rules or regulations arising out of the servicing of the
Mortgage Loans.
The foregoing representations and warranties shall survive any termination of the Servicer hereunder.
Section 2.02 Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to
the Servicer and for the benefit of the Indenture Trustee, as pledgee of the Mortgage Loans, as of the Closing
Date:
(a) the Issuer is a statutory trust duly formed and in good standing under the laws of the State of
Delaware and has full power, authority and legal right to execute and deliver this Agreement
and to perform its obligations under this Agreement, and has taken all necessary action to
authorize the execution, delivery and performance by it of this Agreement; and
(b) the execution and delivery by the Issuer of this Agreement and the performance by the Issuer of
its obligations under this Agreement will not violate any provision of any law or regulation
governing the Issuer or any order, writ, judgment or decree of any court, arbitrator or
governmental authority or agency applicable to the Issuer or any of its assets. Such
execution, delivery, authentication and performance 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 regulating the activities of
limited liability companies. Such execution, delivery, authentication and performance will not
conflict with, or result in a breach or violation of, any mortgage, deed of trust, lease or
other agreement or instrument to which the Issuer is bound.
Section 2.03 Enforcement of Representations and Warranties. The Servicer, on behalf of and subject to
the direction of the Indenture Trustee, as pledgee of the Mortgage Loans, or the Issuer, shall enforce the
representations and warranties of the Sellers pursuant to the Purchase Agreement. Upon the discovery by the
Sellers, the Depositor, the Servicer, the Indenture Trustee, the Enhancer, the Issuer, or the Custodian of a
breach of any of the representations and warranties made by a Seller in the Purchase Agreement, in respect of any
Mortgage Loan which materially and adversely affects the interests of the Securityholders or the Enhancer, the
party discovering such breach shall give prompt written notice to the other parties (the Custodian being so
obligated under the Custodial Agreement). The Servicer shall promptly notify such Seller of such breach and
request that, pursuant to the terms of the Purchase Agreement, the Seller either (i) cure such breach in all
material respects within 90 days from the date the Seller was notified of such breach, or in the case of a breach
which has the effect of making the Mortgage Loan fail to be a "qualified mortgage" within the meaning of Section
860G of the Internal Revenue Code, within 90 days after the discovery thereof by the Sellers, the Depositor, the
Servicer, the Indenture Trustee, the Issuer or the Purchaser or (ii) purchase such Mortgage Loan from the Issuer
at the price and in the manner set forth in Section 3.1(e) of the Purchase Agreement; provided, that the Seller
shall, subject to the conditions set forth in the Purchase Agreement, have the option to substitute an Eligible
Substitute Loan or Loans for such Mortgage Loan, provided that such substitution occurs within two years
following the Closing Date. In the event that the Seller elects to substitute one or more Eligible Substitute
Loans pursuant to Section 3.1(e) of the Purchase Agreement, the Seller shall deliver to the Custodian or the
Servicer, in accordance with the Purchase Agreement, with respect to such Eligible Substitute Loans, the original
Mortgage Note, the Mortgage, and such other documents and agreements as are required by the Purchase Agreement.
Payments due with respect to Eligible Substitute Loans in the month of substitution shall not be transferred to
the Issuer and will be retained by the Servicer and remitted by the Servicer to such Seller on the next
succeeding Payment Date except to the extent that a payment less than the applicable Monthly Payment has been
received by the Issuer for such month in respect of the Mortgage Loan to be removed. The Servicer shall amend or
cause to be amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and the substitution
of the Eligible Substitute Loans and the Servicer shall promptly deliver the amended Mortgage Loan Schedule to
the Owner Trustee and Indenture Trustee.
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It is understood and agreed that the obligation of the Sellers to cure such breach or purchase or
substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the
sole remedy respecting such breach available to the Issuer and the Indenture Trustee, as pledgee of the Mortgage
Loans, against any Seller. In connection with the purchase of or substitution for any such Mortgage Loan by such
Seller, the Issuer shall assign to such Seller all of its right, title and interest in respect of the Purchase
Agreement applicable to such Mortgage Loan. Upon receipt of the Repurchase Price, or upon completion of such
substitution, the Servicer shall notify the Custodian, and the Custodian shall deliver the Mortgage Notes to the
Servicer, together with all relevant endorsements and assignments prepared by the Servicer that the Indenture
Trustee shall execute.
ARTICLE III
Administration and Servicing of Mortgage Loans
Section 3.01 The Servicer.
(a) The Servicer shall service and administer the Mortgage Loans in a manner generally consistent
with the terms of the Program Guide and in a manner consistent with the terms of this Agreement
and that shall be normal and usual in its general mortgage servicing activities and consistent
with the manner in which it services all other Mortgage Loans in its servicing portfolio with
characteristics similar to those of the Mortgage Loans. The Servicer shall have full power and
authority, acting alone or through a Subservicer, to do any and all things in connection with
such servicing and administration which it may deem necessary or desirable, it being
understood, however, that the Servicer shall at all times remain responsible to the Issuer and
the Indenture Trustee, as pledgee of the Mortgage Loans, for the performance of its duties and
obligations hereunder in accordance with the terms hereof and the Program Guide. Without
limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized
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and empowered by the Issuer and the Indenture Trustee, as pledgee of the Mortgage Loans, to
execute and deliver, on behalf of itself, the Issuer, the Indenture Trustee or any of them, any
and all instruments of satisfaction or cancellation, or of partial or full release or discharge
and all other comparable instruments with respect to the Mortgage Loans and the Mortgaged
Properties. The Issuer, the Indenture Trustee and the Custodian, as applicable, shall furnish
the Servicer with any powers of attorney and other documents necessary or appropriate to enable
the Servicer to carry out its servicing and administrative duties hereunder. In addition, the
Servicer may, at its own discretion and on behalf of the Indenture Trustee, obtain credit
information in the form of a "credit score" from a credit repository. On the Closing Date, the
Indenture Trustee shall deliver to the Servicer a limited power of attorney substantially in
the form of Exhibit B hereto. The Servicer is further authorized and empowered by the Issuer
and the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee, in its own
name or in the name of the Subservicer, when the Servicer or the Subservicer, as the case may
be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS®
System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to
execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any
and all instruments of assignment and other comparable instruments with respect to such
assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the
Indenture Trustee and its successors and assigns. The Indenture Trustee shall have no ongoing
responsibility to check the status of the Mortgage Loans on the MERS® System. Any expenses
incurred in connection with the actions described in the preceding sentence shall be borne by
the Servicer, with no right of reimbursement.
Notwithstanding the foregoing, subject to Section 3.02(a), the Servicer shall not permit any
modification with respect to any Mortgage Loan that would both constitute a sale or exchange of such Mortgage
Loan within the meaning of Section 1001 of the Code and any proposed, temporary or final regulations promulgated
thereunder and cause any REMIC to fail to qualify as a REMIC under the Code or, except as provided in Section
11.01(f) of the Indenture, cause the imposition of a tax upon any of the REMICs (including but not limited to the
tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC set forth in Section 860G(d) of the Code).
Subject to Section 3.15, if the Mortgage did not have a Lien senior to the related Mortgage Loan on the
related Mortgaged Property as of the related Cut-Off Date, then the Servicer, in such capacity, may not consent
to the placing of a Lien senior to that of the Mortgage on the related Mortgaged Property. Subject to Section
3.15, if the Mortgage had a Lien senior to the related Mortgage Loan on the related Mortgaged Property as of the
related Cut-Off Date, then the Servicer, in such capacity, may not consent to the refinancing of such prior
senior Lien; unless (i) the resulting CLTV of such Mortgage Loan is no higher than the greater of the CLTV prior
to such refinancing or a 70% CLTV (or a 80% CLTV for those borrowers with a FICO "credit score" of 720 or
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greater) and (ii) the interest rate for the loan evidencing the refinanced senior Lien is no higher than the
interest rate on the loan evidencing the existing senior Lien immediately prior to the date of such refinancing
(meaning, in the case of an adjustable rate loan, a substantially similar index and a gross margin no higher than
that of the existing senior Lien); provided, however, that if the loan evidencing the existing senior Lien prior
to the date of refinancing is an adjustable rate loan and the loan evidencing the refinanced senior Lien is a
fixed rate loan, then the interest rate on the loan evidencing the refinanced senior Lien may be up to 2.0%
higher than the then-current mortgage rate of the loan evidencing the existing senior Lien and (iii) the loan
evidencing the refinanced senior Lien is not subject to negative amortization.
In connection with servicing the Mortgage Loans, the Servicer may take reasonable actions to encourage
or effect the termination of Mortgage Notes that have become dormant.
The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement)
to the Issuer under this Agreement is intended by the parties to be that of an independent contractor and not
that of a joint venturer, partner or agent.
(b) The Servicer may enter into Subservicing Agreements with Subservicers for the servicing and
administration of certain of the Mortgage Loans. The Servicer shall provide notice to the
Indenture Trustee upon entering into a Subservicing Agreement. References in this Agreement to
actions taken or to be taken by the Servicer in servicing the Mortgage Loans include actions
taken or to be taken by a Subservicer on behalf of the Servicer and any amount actually
received by such Subservicer in respect of a Mortgage Loan shall be deemed to have been
received by the Servicer whether or not actually received by the Servicer. Each Subservicing
Agreement will be upon such terms and conditions as are not inconsistent with this Agreement
and as the Servicer and the Subservicer have agreed. With the approval of the Servicer, a
Subservicer may delegate its servicing obligations to third-party servicers, but such
Subservicers will remain obligated under the related Subservicing Agreements. The Servicer and
the Subservicer may enter into amendments to the related Subservicing Agreements; provided,
however, that any such amendments shall not cause the Mortgage Loans to be serviced in a manner
that would be materially inconsistent with the standards set forth in this Agreement. The
Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms
and conditions thereof and without any limitation by virtue of this Agreement; provided,
however, that in the event of termination of any Subservicing Agreement by the Servicer or the
Subservicer, the Servicer shall either act as servicer of the related Mortgage Loan or enter
into a Subservicing Agreement with a successor Subservicer which will be bound by the terms of
the related Subservicing Agreement. The Servicer shall be entitled to enter into any agreement
with a Subservicer for indemnification of the Servicer and nothing contained in this Agreement
shall be deemed to limit or modify such indemnification.
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In the event that the rights, duties and obligations of the Servicer are terminated hereunder, any
successor to the Servicer in its sole discretion may, to the extent permitted by applicable law, terminate the
existing Subservicing Agreement with any Subservicer in accordance with the terms of the applicable Subservicing
Agreement or assume the terminated Servicer's rights and obligations under such subservicing arrangements which
termination or assumption will not violate the terms of such arrangements.
As part of its servicing activities hereunder, the Servicer, for the benefit of the Indenture Trustee,
the Enhancer and the Securityholders, shall use reasonable efforts to enforce the obligations of each Subservicer
under the related Subservicing Agreement, to the extent that the non-performance of any such obligation would
have a material adverse effect on a Mortgage Loan. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies,
shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith
business judgment, would require were it the owner of the related Mortgage Loans. The Servicer shall pay the
costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery
resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of
the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys fees against the party
against whom such enforcement is directed.
(c)......All other documents contained in the Mortgage File and any original documents relating to the
Mortgage Loans not contained in the Mortgage File or delivered to the Custodian, if any, or the Indenture Trustee
are and shall be held by the Servicer in trust as agent for the Indenture Trustee on behalf of the Noteholders.
Section 3.02 Collection of Certain Mortgage Loan Payments.
(a) The Servicer shall make reasonable efforts to collect all payments called for under the terms
and provisions of the Mortgage Loans, and shall, to the extent such procedures shall be
consistent with this Agreement and generally consistent with the Program Guide, follow such
collection procedures as shall be normal and usual in its general mortgage servicing activities
and consistent with the procedures the Servicer employs in servicing all other Mortgage Loans
in the servicing portfolio with characteristics similar to those of the Mortgage Loans.
Consistent with the foregoing, and without limiting the generality of the foregoing, the
Servicer may in its discretion (i) waive any late payment charge, penalty interest or other
fees which may be collected in the ordinary course of servicing a Mortgage Loan and (ii)
arrange with a Mortgagor a schedule for the payment of principal and interest due and unpaid;
provided, that such arrangement is consistent with the Servicer's policies with respect to home
equity mortgage loans; and provided further, that notwithstanding such arrangement, such
Mortgage Loans will be included in the information regarding delinquent Mortgage Loans set
forth in the Servicing Certificate. The Servicer may also extend the Due Date for payment due
on a Mortgage Loan in accordance with the Program Guide; provided, however, that the Servicer
shall first determine that any such waiver or extension will not impair the coverage of any
related insurance policy or materially adversely affect the Lien of the related Mortgage or the
interests of the Securityholders or the Enhancer, and the Servicer shall not grant any such
waiver or extension that would have any such effect. Consistent with the terms of this
Agreement, the Servicer may also:
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(i) waive, modify or vary any term of any Mortgage Loan;
(ii) consent to the postponement of strict compliance with any such term or in any manner
grant indulgence to any Mortgagor;
(iii) arrange with a Mortgagor a schedule for the payment of principal and interest due and
unpaid;
(iv) forgive any portion of the amounts contractually owed under the Mortgage Loan;
(v) capitalize past due amounts owed under the Mortgage Loan by adding any amounts in
arrearage to the existing principal balance of the Mortgage Loan (a "Capitalization Workout") which will
result in an increased Monthly Payment amount, provided that: (A) the amount added to the existing
principal balance of the Mortgage Loan (the "Capitalized Amount") shall be no greater than five times
the Mortgagor's current Minimum Monthly Payment amount; and (B) the Servicer shall not enter into a
Capitalization Workout unless the CLTV of the Mortgage Loan prior to the Capitalization Workout equals
or exceeds 80% and the Mortgagor has qualified for the Capitalization Workout under the Servicer's
servicing guidelines; or
(vi) reset the maturity date for the Mortgage Loan, but in no event shall such reset date
extend beyond the end of the Collection Period preceding the Final Payment Date;
or any combination of the foregoing, if in the Servicer's determination such waiver,
modification, postponement or indulgence is not materially adverse to the interests of the Securityholders or the
Enhancer; provided, however, that the Servicer may not modify or permit any Subservicer to modify any Mortgage
Loan (including without limitation any modification that would change the Loan Rate, forgive the payment of any
principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the
final maturity date of such Mortgage Loan) unless such Mortgage Loan is in default or, in the judgment of the
Servicer, such default is reasonably foreseeable. The general terms of any waiver, modification, forgiveness,
postponement or indulgence with respect to any of the Mortgage Loans will be included in the Servicing
Certificate, and such Mortgage Loans will not be considered "delinquent" for the purposes of the Basic Documents
so long as the Mortgagor complies with the terms of such waiver, modification, forgiveness, postponement or
indulgence.
(b) The Servicer shall establish a Custodial Account, which shall be an Eligible Account, titled
"GMACM Home Equity Loan Trust Series 2007-HE1," in which the Servicer shall deposit or cause to
be deposited any amounts representing payments and collections in respect of the Initial
Mortgage Loans received by it subsequent to or on the Cut-Off Date or, with respect to the
Subsequent Mortgage Loans, the Subsequent Cut-Off Date (other than in respect of the payments
referred to in the following paragraph), within two Business Days following receipt thereof (or
otherwise on or prior to the Closing Date), including the following payments and collections
received or made by it (without duplication):
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(i) all payments of principal of or interest on the Mortgage Loans received or advanced by
the Servicer, net of any portion of the interest thereof retained by any Subservicer as subservicing
fees;
(ii) the aggregate Repurchase Price of the Mortgage Loans purchased by the Servicer
pursuant to Section 3.15;
(iii) Net Liquidation Proceeds, net of any related Foreclosure Profit and all Subsequent Net
Recovery Amounts;
(iv) all proceeds of any Mortgage Loans repurchased by a Seller pursuant to the Purchase
Agreement, and all Substitution Adjustment Amounts required to be deposited in connection with the
substitution of an Eligible Substitute Loan pursuant to the Purchase Agreement;
(v) Insurance Proceeds, other than Net Liquidation Proceeds, resulting from any insurance
policy maintained on a Mortgaged Property; and
(vi) amounts required to be paid by the Servicer pursuant to Section 8.08;
provided, however, that with respect to each Collection Period, the Servicer shall be permitted to retain from
payments in respect of interest on the Mortgage Loans, the Servicing Fee for such Collection Period. The
foregoing requirements respecting deposits to the Custodial Account are exclusive, it being understood that,
without limiting the generality of the foregoing, the Servicer need not deposit in the Custodial Account amounts
representing Foreclosure Profits, fees (including annual fees) or late charge penalties, payable by Mortgagors
(such amounts to be retained as additional servicing compensation in accordance with Section 3.09 hereof), or
amounts received by the Servicer for the accounts of Mortgagors for application towards the payment of taxes,
insurance premiums, assessments and similar items. In the event any amount not required to be deposited in the
Custodial Account is so deposited, the Servicer may at any time withdraw such amount from the Custodial Account,
any provision herein to the contrary notwithstanding. The Servicer shall retain all Foreclosure Profits as
additional servicing compensation.
The Servicer, in its sole discretion, may deposit into the Custodial Account, Servicer Advances,
representing installments of principal of or interest on Mortgage Loans that were delinquent as of the end of any
Collection Period, provided that the Servicer reasonably believes that such amounts will be recoverable from
Collections on the related Mortgage Loan. If the Servicer makes any such Servicer Advances, the Servicer shall
be entitled to reimburse itself by withdrawing from the Custodial Account, as provided herein, any amounts so
advanced. The Servicer may cause the institution maintaining the Custodial Account to invest any funds in the
Custodial Account in Permitted Investments (including obligations of the Servicer or any of its Affiliates, if
such obligations otherwise qualify as Permitted Investments), which investments shall mature not later than the
Business Day preceding the next succeeding Payment Date, and which investments shall not be sold or disposed of
prior to maturity. In addition, no such Permitted Investment shall be purchased at a price in excess of par.
Except as provided above, all income and gain realized from any such investment shall inure to the benefit of the
Servicer and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in
respect of the principal amount of any such investments shall be deposited in the Custodial Account by the
Servicer out of its own funds immediately as realized.
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(c) The Servicer shall require each Subservicer to hold all funds constituting collections on the
Mortgage Loans, pending remittance thereof to the Servicer, in one or more accounts meeting the
requirements of an Eligible Account, and shall require all such funds to be invested in
Permitted Investments, unless all such collections are remitted on a daily basis to the
Servicer for deposit into the Custodial Account.
Section 3.03 Withdrawals from the Custodial Account. The Servicer shall, from time to time as provided
herein, make withdrawals from the Custodial Account of amounts on deposit therein pursuant to Section 3.02 that
are attributable to the Mortgage Loans for the following purposes:
(a) on each Determination Date, the Servicer shall determine the aggregate amounts to be withdrawn
from the Custodial Account and applied pursuant to Section 3.05(a) of the Indenture and, prior
to the close of business on the Business Day prior to the related Payment Date (provided,
however, that the Indenture Trustee shall not be required to invest any amounts deposited into
the Note Payment Account after 1:00 p.m.), shall withdraw such amounts from the Custodial
Account and deposit such amounts into the Note Payment Account to be distributed by the Paying
Agent in accordance with and in the order or priority set forth in Section 3.05(a) of the
Indenture for such Payment Date, in accordance with the Servicing Certificate;
(b) to pay to itself any from monthly payments received from the Mortgagors, the amount of such
payment that represents interest accrued on the related Mortgage Loan for any period prior to
the Cut-Off Date;
(c) to the extent deposited to the Custodial Account, to reimburse itself or the related
Subservicer for previously unreimbursed expenses incurred in maintaining individual insurance
policies pursuant to Section 3.04, or Liquidation Expenses, paid pursuant to Section 3.07 or
otherwise reimbursable pursuant to the terms of this Agreement (to the extent not payable
pursuant to Section 3.09), such withdrawal right being limited to amounts received on
particular Mortgage Loans (other than any Repurchase Price in respect thereof) that represent
late recoveries of the payments for which such advances were made, or from related Net
Liquidation Proceeds or the proceeds of the purchase of such Mortgage Loan;
(d) to pay to itself out of each payment received on account of interest on a Mortgage Loan as
contemplated by Section 3.09, an amount equal to the related Servicing Fee and the Recovery Fee
(to the extent not retained pursuant to Section 3.02 or 3.07), and to pay to any Subservicer
any subservicing fees not previously withheld by such Subservicer;
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(e) to the extent deposited in the Custodial Account, to pay to itself as additional servicing
compensation any (i) interest or investment income earned on funds deposited in the Custodial
Account that it is entitled to withdraw pursuant to Sections 3.02(b) and 5.01, and
(ii) Foreclosure Profits (to the extent permitted by law);
(f) to pay to itself or a Seller, with respect to any Mortgage Loan or property acquired in respect
thereof that has been purchased or otherwise transferred to such Seller, the Servicer or other
entity, all amounts received thereon and not required to be distributed to Securityholders as
of the date on which the related Purchase Price or Repurchase Price is determined;
(g) to withdraw any other amount deposited in the Custodial Account that was not required to be
deposited therein pursuant to Section 3.02;
(h) to pay to itself, with respect to any Mortgage Loan for which it has made a Servicer Advance,
any previously unreimbursed Servicer Advances of such amounts theretofore made to the extent of
receipts of late recoveries of such payments from the related Mortgagors, out of related Net
Liquidation Proceeds or the proceeds of the purchase of such Mortgage Loans;
(i) to reimburse itself for the amount of any investment earnings advanced prior to maturity
pursuant to Section 3.18(c), to the extent not reimbursed from earnings received on the related
investment at maturity;
(j) at its option, for so long as it is the sole Certificateholder, to pay to itself from amounts
otherwise required to be remitted to the Distribution Account in accordance with
Section 3.05(a)(xvi) of the Indenture, all amounts payable to it as a Certificateholder on the
related Payment Date, and
(k) to reimburse itself for Servicer Advances on a Mortgage Loan that are made pursuant to this
Agreement that are not reimbursed pursuant to clauses (c) or (h) of this Section 3.03.
Since, in connection with withdrawals pursuant to clauses (c), (d), (f) and (h), the Servicer's
entitlement thereto is limited to collections or other recoveries on the related Mortgage Loan, the Servicer
shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any withdrawal from the Custodial Account pursuant to such clauses. Notwithstanding any other
provision of this Agreement, the Servicer shall be entitled to reimburse itself for any previously unreimbursed
expenses incurred pursuant to Section 3.07 or otherwise reimbursable pursuant to the terms of this Agreement that
the Servicer determines to be otherwise nonrecoverable (except with respect to any Mortgage Loan as to which the
Repurchase Price has been paid), by withdrawal from the Custodial Account of amounts on deposit therein
attributable to the Mortgage Loans on any Business Day prior to the Payment Date succeeding the date of such
determination.
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Section 3.04 Maintenance of Hazard Insurance; Property Protection Expenses. To the extent permitted
under the related Mortgage Note and Mortgage, and to the extent the Servicer receives notice that a hazard
insurance policy has been cancelled, the Servicer shall cause to be maintained for each Mortgage Loan hazard
insurance naming the Servicer or related Subservicer as loss payee thereunder providing extended coverage in an
amount which is at least equal to the lesser of (i) the maximum insurable value of the improvements securing such
Mortgage Loan from time to time or (ii) the combined principal balance owing on such Mortgage Loan and any
mortgage loan senior to such Mortgage Loan from time to time; provided, however, that such coverage may not be
less than the minimum amount required to fully compensate for any loss or damage on a replacement cost basis.
The Servicer shall use its best efforts to monitor that hazard insurance is maintained as described in the
previous sentence in the same manner as it would for mortgage loans in its own portfolio. The Servicer shall
also cause to be maintained on property acquired upon foreclosure, or deed in lieu of foreclosure, of any
Mortgage Loan, fire insurance with extended coverage in an amount which is at least equal to the amount necessary
to avoid the application of any co-insurance clause contained in the related hazard insurance policy. Amounts
collected by the Servicer under any such policies (other than amounts to be applied to the restoration or repair
of the related Mortgaged Property or property thus acquired or amounts released to the Mortgagor in accordance
with the Servicer's normal servicing procedures) shall be deposited in the Custodial Account to the extent called
for by Section 3.02. In cases in which any Mortgaged Property is located at any time during the life of a
Mortgage Loan in a federally designated flood area, to the extent permitted under the related Mortgage Note and
Mortgage, and to the extent the Servicer receives notice that the related flood insurance has been cancelled, the
hazard insurance to be maintained for the related Mortgage Loan shall include flood insurance (to the extent
available). All such flood insurance shall be in amounts equal to the lesser of (i) the amount required to
compensate for any loss or damage to the related Mortgaged Property on a replacement cost basis and (ii) the
maximum amount of such insurance available for such Mortgaged Property under the national flood insurance program
(assuming that the area in which such Mortgaged Property is located is participating in such program). The
Servicer shall use its best efforts to monitor such flood insurance as described in the previous sentence in the
same manner as it would for mortgage loans in its own portfolio. The Servicer shall be under no obligation to
require that any Mortgagor maintain earthquake or other additional insurance and shall be under no obligation
itself to maintain any such additional insurance on property acquired in respect of a Mortgage Loan, other than
pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such
additional insurance. If the Servicer shall obtain and maintain a blanket policy consistent with its general
mortgage servicing activities insuring against hazard losses on all of the Mortgage Loans, it shall conclusively
be deemed to have satisfied its obligations as set forth in the first sentence of this Section 3.04, it being
understood and agreed that such policy may contain a deductible clause, in which case the Servicer shall, in the
event that there shall not have been maintained on the related Mortgaged Property a policy complying with the
first sentence of this Section 3.04 and there shall have been a loss which would have been covered by such
policy, deposit in the Custodial Account the amount not otherwise payable under the blanket policy because of
such deductible clause. Any such deposit by the Servicer shall be made on the last Business Day of the
Collection Period in the month in which payments under any such policy would have been deposited in the Custodial
Account. In connection with its activities as servicer of the Mortgage Loans, the Servicer agrees to present, on
behalf of itself, the Issuer and the Indenture Trustee, claims under any such blanket policy.
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Section 3.05 Modification Agreements. The Servicer or the related Subservicer, as the case may be,
shall be entitled to (a) execute assumption agreements, substitution agreements, and instruments of satisfaction
or cancellation or of partial or full release or discharge, or any other document contemplated by this Agreement
and other comparable instruments with respect to the Mortgage Loans and with respect to the related Mortgaged
Properties (and the Issuer and the Indenture Trustee each shall promptly execute any such documents on request of
the Servicer) and (b) approve the granting of an easement thereon in favor of another Person, any alteration or
demolition of such Mortgaged Properties or other similar matters, if it has determined, exercising its good faith
business judgment in the same manner as it would if it were the owner of the related Mortgage Loans, that the
security for, and the timely and full collectability of, such Mortgage Loans would not be adversely affected
thereby. A partial release pursuant to this Section 3.05 shall be permitted only if the CLTV for the related
Mortgage Loan after such partial release does not exceed the CLTV for such Mortgage Loan as of the related
Cut-Off Date, and provided further that the Servicer and the Enhancer have received an Opinion of Counsel to the
effect that such partial release will not result in an Adverse REMIC Event. Any fee collected by the Servicer or
the related Subservicer for processing such request will be retained by the Servicer or such Subservicer as
additional servicing compensation.
Section 3.06 Trust Estate; Related Documents.
(a) When required by the provisions of this Agreement, the Issuer or the Indenture Trustee shall
execute instruments to release property from the terms of the Trust Agreement, Indenture or
Custodial Agreement, as applicable, or convey the Issuer's or the Indenture Trustee's interest
in the same, in a manner and under circumstances that are not inconsistent with the provisions
of this Agreement. No party relying upon an instrument executed by the Issuer or the Indenture
Trustee as provided in this Section 3.06 shall be bound to ascertain the Issuer's or the
Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent or see
to the application of any moneys.
(b) If from time to time any written assurance, assumption agreement or substitution agreement or
other similar agreement shall be executed pursuant to Section 3.05, the Servicer shall check
that each of such documents purports to be an original executed copy (or a copy of the original
executed document if the original executed copy has been submitted for recording and has not
yet been returned) and, if so, shall file such documents, and upon receipt of the original
executed copy from the applicable recording office or receipt of a copy thereof certified by
the applicable recording office shall file such originals or certified copies, with the Related
Documents held by the Servicer.
(c) Upon receipt of a Request for Release from the Servicer, substantially in the form of Exhibit C
hereto, to the effect that a Mortgage Loan has been the subject of a final payment or a
prepayment in full and such Mortgage Loan has been terminated or that substantially all Net
Liquidation Proceeds that have been determined by the Servicer in its reasonable judgment to be
finally recoverable have been recovered, and upon deposit to the Custodial Account of such
final monthly payment, prepayment in full together with accrued and unpaid interest to the date
of such payment with respect to such Mortgage Loan or, if applicable, Net Liquidation Proceeds,
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the Custodian shall promptly release the Related Documents held by the Custodian to the
Servicer. The Indenture Trustee shall execute such Related Documents, along with such
documents as the Servicer or the related Mortgagor may request to evidence satisfaction and
discharge of such Mortgage Loan, upon request of the Servicer. If from time to time and as
appropriate for the servicing or foreclosure of any Mortgage Loan, the Servicer requests the
Custodian to release the Related Documents held by the Custodian and delivers to the Custodian
a trust receipt reasonably satisfactory to the Custodian and signed by a Responsible Officer of
the Servicer, the Custodian shall release such Related Documents to the Servicer. If such
Mortgage Loans shall be liquidated and the Custodian receives a certificate from the Servicer
as provided above, then, upon request of the Servicer, the Custodian shall release the trust
receipt to the Servicer.
Section 3.07 Realization Upon Defaulted Mortgage Loans. With respect to any Mortgage Loan that comes
into and continues in default, the Servicer shall decide whether to (i) foreclose upon the related Mortgaged
Property, (ii) write off the unpaid Principal Balance thereof as bad debt, (iii) take a deed in lieu of
foreclosure, (iv) accept a short sale (a payoff of the Mortgage Loan for an amount less than the total amount
contractually owed in order to facilitate a sale of the Mortgaged Property by the Mortgagor), (v) permit a short
refinancing (a payoff of the Mortgage Loan for an amount less than the total amount contractually owed in order
to facilitate refinancing transactions by the Mortgagor not involving a sale of the Mortgaged Property), (vi)
arrange for a repayment plan, (vii) agree to a modification in accordance with this Agreement or (viii) take an
unsecured note in each case subject to the rights of any related first Lien holder; provided, that in connection
with the foregoing, if the Servicer has actual knowledge that any Mortgaged Property is affected by hazardous or
toxic wastes or substances and that the acquisition of such Mortgaged Property would not be commercially
reasonable, then the Servicer shall not cause the Issuer or the Indenture Trustee to acquire title to such
Mortgaged Property in a foreclosure or similar proceeding. In connection with such decision, the Servicer shall
follow such practices (including, in the case of any default on a related senior mortgage loan, the advancing of
funds to correct such default if deemed to be appropriate by the Servicer) and procedures as it shall deem
necessary or advisable and as shall be normal and usual in its general mortgage servicing activities and as shall
be required or permitted by the Program Guide; provided, that the Servicer shall not be liable in any respect
hereunder if the Servicer is acting in connection with any such foreclosure or attempted foreclosure which is not
completed or other conversion in a manner that is consistent with the provisions of this Agreement. The
foregoing is subject to the proviso that the Servicer shall not be required to expend its own funds in connection
with any foreclosure or attempted foreclosure which is not completed or towards the correction of any default on
a related senior mortgage loan or restoration of any property unless it shall determine that such expenditure
will increase the related Net Liquidation Proceeds. In the event of a determination by the Servicer that any
such expenditure previously made pursuant to this Section 3.07 will not be reimbursable from Net Liquidation
Proceeds, the Servicer shall be entitled to reimbursement of its funds so expended pursuant to Section 3.03.
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Notwithstanding any provision of this Agreement, a Mortgage Loan may be deemed to be finally liquidated
if substantially all amounts expected by the Servicer to be received in connection therewith have been received;
provided, however, that the Servicer may continue to pursue recovery of such Mortgage Loan and any Recovery
Amount with respect to any such Mortgage Loan shall be deposited into the Custodial Account. If the Servicer
continues to pursue recovery, the Servicer shall be entitled to the Recovery Fee with respect to that Mortgage
Loan and to be reimbursed for any Servicer Advances and expenses from Recovery Amounts with respect to such
Mortgage Loan as though such Mortgage Loan continued to be an Outstanding Mortgage Loan hereunder. For purposes
of determining the amount of any Net Liquidation Proceeds, Insurance Proceeds or other unscheduled collections,
the Servicer may take into account minimal amounts of additional receipts expected to be received or any
estimated additional liquidation expenses expected to be incurred in connection with such Mortgage Loan.
In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of
foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee, which shall hold the same
on behalf of the Issuer in accordance with Section 3.13 of the Indenture. Notwithstanding any such acquisition
of title and cancellation of the related Mortgage Loan, such Mortgaged Property shall (except as otherwise
expressly provided herein) be considered to be an outstanding Mortgage Loan held as an asset of the Issuer until
such time as such property shall be sold. Consistent with the foregoing for purposes of all calculations
hereunder, so long as the related Mortgage Loan shall be considered to be an outstanding Mortgage Loan, it shall
be assumed that, notwithstanding that the indebtedness evidenced by the related Mortgage Note shall have been
discharged, such Mortgage Note in effect at the time of any such acquisition of title before any adjustment
thereto by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period
will remain in effect.
Any proceeds from foreclosure proceedings or the purchase or repurchase of any Mortgage Loan pursuant to
the terms of this Agreement, as well as any recovery resulting from a collection of Net Liquidation Proceeds or
Insurance Proceeds, shall be applied in the following order of priority: first, to reimburse the Servicer or the
related Subservicer in accordance with this Section 3.07; second, to pay the Servicer or the related Subservicer
all Servicing Fees payable therefrom; third, to pay accrued and unpaid interest on such Mortgage Loan, at the Net
Loan Rate to the Payment Date on which such amounts are to be deposited in the Note Payment Account or
Distribution Account; and fourth, as a recovery of principal on such Mortgage Loan. Any remaining amount shall
constitute Foreclosure Profits.
In the event that the Trust acquires any Mortgaged Property as aforesaid or otherwise in connection with
a default or imminent default on a Mortgage Loan, the Servicer on behalf the Trust shall dispose of such
Mortgaged Property as soon as practicable, giving due consideration to the interests of the Noteholders, the
Certificateholders and the Enhancer, but in all cases within three full years after the taxable year of its
acquisition by the Trust for purposes of Section 860G(a)(8) of the Code (or such shorter period as may be
necessary under applicable state (including any state in which such property is located) law to maintain the
status of any REMIC as a REMIC under applicable state law and avoid taxes resulting from such property failing to
be foreclosure property under applicable state law) or, at the expense of the Trust, request, more than 60 days
before the day on which such grace period would otherwise expire, an extension of such grace period unless the
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Servicer obtains for the Indenture Trustee an Opinion of Counsel, addressed to the Indenture Trustee, the
Enhancer and the Servicer, to the effect that the holding by the Trust of such Mortgaged Property subsequent to
such period will not result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of
the Code or cause the Trust to fail to qualify as a REMIC (for federal (or any applicable State or local) income
tax purposes) at any time that any Certificates are outstanding, in which case the Trust may continue to hold
such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel). The Servicer shall be
entitled to be reimbursed from the Custodial Account for any costs incurred in obtaining such Opinion of Counsel,
as provided in Section 3.03. Notwithstanding any other provision of this Agreement, no Mortgaged Property
acquired by the Trust shall be rented (or allowed to continue to be rented) or otherwise used by or on behalf of
the Trust in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC
to the imposition of any federal income taxes on the income earned from such Mortgaged Property, including any
taxes imposed by reason of Section 860G(c) of the Code, unless the Servicer has agreed to indemnify and hold
harmless the Trust and the Enhancer with respect to the imposition of any such taxes.
Section 3.08 Issuer and Indenture Trustee to Cooperate. On or before each Payment Date, the Servicer
will notify the Indenture Trustee or the Custodian, with a copy to the Issuer, of the termination of or the
payment in full and the termination of any Mortgage Loan during the preceding Collection Period. Upon receipt of
payment in full, the Servicer is authorized to execute, pursuant to the authorization contained in Section 3.01,
an instrument of satisfaction regarding the related Mortgage, which instrument of satisfaction shall be recorded
by the Servicer if required by applicable law and be delivered to the Person entitled thereto and to cause the
removal from the registration on the MERS® System of such Mortgage. It is understood and agreed that any
expenses incurred in connection with such instrument of satisfaction or transfer shall be reimbursed from amounts
deposited in the Custodial Account. From time to time and as appropriate for the servicing or foreclosure of any
Mortgage Loan, the Custodian shall, upon request of the Servicer and delivery to the Custodian, with a copy to
the Issuer, of a Request for Release, in the form attached hereto as Exhibit C, signed by a Servicing Officer,
release or cause to be released the related Mortgage Note to the Servicer. The Issuer or Indenture Trustee shall
promptly execute such documents, in the forms provided by the Servicer, as shall be necessary for the prosecution
of any such proceedings or the taking of other servicing actions. Such trust receipt shall obligate the Servicer
to return such Mortgage Note to the Custodian (as specified in such receipt) when the need therefor by the
Servicer no longer exists, unless the Mortgage Loan shall be liquidated, in which case, upon receipt of a
certificate of a Servicing Officer similar to that specified above, such trust receipt shall be released to the
Servicer.
In order to facilitate the foreclosure of the Mortgage securing any Mortgage Loan that is in default
following recordation of the related Assignment of Mortgage in accordance with the provisions of the Purchase
Agreement, the Indenture Trustee or the Issuer shall, if so requested in writing by the Servicer, promptly
execute an appropriate assignment in the form provided by the Servicer to assign such Mortgage Loan for the
purpose of collection to the Servicer (any such assignment shall unambiguously indicate that the assignment is
for the purpose of collection only), and, upon such assignment, such assignee for collection will thereupon bring
all required actions in its own name and otherwise enforce the terms of such Mortgage Loan and deposit or credit
the Net Liquidation Proceeds, exclusive of Foreclosure Profits, received with respect thereto into the Custodial
Account. In the event that all delinquent payments due under any such Mortgage Loan are paid by the Mortgagor
and any other defaults are cured, then the assignee for collection shall promptly reassign such Mortgage Loan to
the Indenture Trustee and return all Related Documents to the place where the related Mortgage File was being
maintained.
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In connection with the Issuer's obligation to cooperate as provided in this Section 3.08 and all other
provisions of this Agreement requiring the Issuer to authorize or permit any actions to be taken with respect to
the Mortgage Loans, the Indenture Trustee, as pledgee of the Mortgage Loans and as assignee of record of the
Mortgage Loans on behalf of the Issuer pursuant to Section 3.13 of the Indenture, expressly agrees, on behalf of
the Issuer, to take all such actions on behalf of the Issuer and to promptly execute and return all instruments
reasonably required by the Servicer in connection therewith; provided, that if the Servicer requests a signature
of the Indenture Trustee, on behalf of the Issuer, then the Servicer shall deliver to the Indenture Trustee an
Officer's Certificate stating that such signature is necessary or appropriate to enable the Servicer to carry out
its servicing and administrative duties under this Agreement.
Section 3.09 Servicing Compensation; Payment of Certain Expenses by Servicer. The Servicer shall be
entitled to receive the Servicing Fee in accordance with Section 3.03 as compensation for its services in
connection with servicing the Mortgage Loans. Moreover, late payment charges and other receipts not required to
be deposited in the Custodial Account as specified in Section 3.02 shall be retained by the Servicer as
additional servicing compensation. The Servicer shall be required to pay all expenses incurred by it in
connection with its activities hereunder (including payment of all other fees and expenses not expressly stated
hereunder to be for the account of the Securityholders), including the fees and expenses of the Owner Trustee,
Indenture Trustee and the Custodian, and shall not be entitled to reimbursement therefor.
Section 3.10 Annual Statement as to Compliance.
(a) The Servicer will deliver to the Depositor, the Enhancer and the Indenture Trustee on or before
the earlier of (a) March 31 of each year or (b) with respect to any calendar year during which
the Depositor's annual report on Form 10-K is required to be filed in accordance with the
Exchange Act and the rules and regulations of the Commission, the date on which the annual
report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules
and regulations of the Commission, a servicer compliance certificate, signed by an authorized
officer of the Servicer, as described in Item 1123 of Regulation AB, to the effect that:
(i) A review of the Servicer's activities during the reporting period and of its
performance under this Servicing Agreement has been made under such officer's supervision; and
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(ii) To the best of such officer's knowledge, based on such review, the Servicer has
fulfilled all of its obligations under this Servicing Agreement in all material respects throughout the reporting
period or, if there has been a failure to fulfill any such obligation in any material respect, specifying each
such failure known to such officer and the nature and status thereof.
The Servicer shall use commercially reasonable efforts to obtain from all other parties
participating in the servicing function any additional certifications required under Item 1123 of Regulation AB
to the extent required to be included in a Report on Form 10-K; provided, however, that a failure to obtain such
certifications shall not be a breach of the Servicer's duties hereunder if any such party fails to deliver such a
certification.
(b) The Servicer shall deliver to the Issuer and the Indenture Trustee, with a copy to the
Enhancer, promptly after having obtained knowledge thereof, but in no event later than five
Business Days thereafter, written notice by means of an Officer's Certificate of any event
which with the giving of notice or the lapse of time or both, would become a Servicing Default.
Section 3.11 Annual Independent Public Accountants' Servicing Report. On or before the earlier of (a)
March 31 of each year or (b) with respect to any calendar year during which the Depositor's annual report on Form
10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission,
the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and
regulations of the Commission, the Servicer at its expense shall cause a firm of independent public accountants,
which shall be members of the American Institute of Certified Public Accountants, to furnish a report to the
Depositor, the Enhancer and the Indenture Trustee the attestation required under Item 1122(b) of Regulation AB.
In rendering such statement, such firm may rely, as to matters relating to the direct servicing of Mortgage Loans
by Subservicers, upon comparable statements for examinations conducted by independent public accountants
substantially in accordance with standards established by the American Institute of Certified Public Accountants
(rendered within one year of such statement) with respect to such Subservicers.
Section 3.12 Access to Certain Documentation and Information Regarding the Mortgage Loans. Whenever
required by statute or regulation, the Servicer shall provide to the Enhancer, any Securityholder upon reasonable
request (or a regulator for a Securityholder) or the Indenture Trustee, reasonable access to the documentation
regarding the Mortgage Loans. Such access shall be afforded without charge, but only upon reasonable request and
during normal business hours at the offices of the Servicer. Nothing in this Section 3.12 shall derogate from
the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding
Mortgagors, and the failure of the Servicer to provide access as provided in this Section 3.12 as a result of
such obligation shall not constitute a breach of this Section 3.12.
Section 3.13 Maintenance of Certain Servicing Insurance Policies. The Servicer shall, during the term
of its service as servicer, maintain in force and effect (i) a policy or policies of insurance covering errors
and omissions in the performance of its obligations as Servicer hereunder and (ii) a fidelity bond in respect of
its officers, employees or agents. Each such policy or policies and fidelity bond shall be at least equal to the
coverage that would be required by Xxxxxx Xxx or Freddie Mac, whichever is greater, for Persons performing
servicing for mortgage loans purchased by such entity.
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Section 3.14 Information Required by the Internal Revenue Service and Reports of Foreclosures and
Abandonments of Mortgaged Property. The Servicer shall prepare and deliver all federal and state information
reports with respect to the Mortgage Loans when and as required by all applicable state and federal income tax
laws. In particular, with respect to the requirement under Section 6050J of the Code to the effect that the
Servicer or Subservicer shall make reports of foreclosures and abandonments of any mortgaged property for each
year beginning in 2005, the Servicer or Subservicer shall file reports relating to each instance occurring during
the previous calendar year in which the Servicer (a) on behalf of the Issuer, acquired an interest in any
Mortgaged Property through foreclosure or other comparable conversion in full or partial satisfaction of a
Mortgage Loan, or (b) knew or had reason to know that any Mortgaged Property had been abandoned. The reports
from the Servicer or Subservicer shall be in form and substance sufficient to meet the reporting requirements
imposed by Section 6050J and Section 6050H (reports relating to mortgage interest received) of the Code.
Section 3.15 Optional Repurchase or Transfer of Mortgage Loans.
(a) Notwithstanding any provision in Section 3.07 to the contrary, the Servicer, at its option and
in its sole discretion, may repurchase any Mortgage Loan that is delinquent in payment by a
period of ninety (90) days or longer for a price equal to the Repurchase Price, provided that
any such repurchase shall occur only during the 60-day period commencing on the first day of
the next calendar month.
(b) The Servicer shall repurchase any Mortgage Loan for a price equal to the Repurchase Price (i)
if the related Mortgage did not have a Lien senior to it as of the related Cut-Off Date, and,
at the request of the related Mortgagor, the Servicer at its option and in its sole discretion
agrees to the placement of a Lien on the related Mortgaged Property senior to that of such
Mortgage or (ii) at the request of the Mortgagor, the Servicer agrees to the refinancing of the
Lien senior to that of the related Mortgage resulting in a CLTV that does not satisfy the
conditions set forth in Section 3.01(a) herein.
(c) Subject to the conditions set forth below, the Servicer, upon receipt of written notice and
direction from the Issuer, shall cause the retransfer of Mortgage Loans from the Trust Estate
to the Issuer as of the close of business on a Payment Date (the "Transfer Date"). On the
fifth Business Day (the "Transfer Notice Date") prior to the Transfer Date designated in such
notice, the Servicer shall give the Indenture Trustee, the Rating Agencies and the Enhancer a
notice of the proposed retransfer that contains a list of the Mortgage Loans to be
retransferred. Such retransfers of Mortgage Loans shall be permitted upon satisfaction of the
following conditions:
(i) On the Transfer Date, the Overcollateralization Amount (after giving effect to the
removal from the Trust Estate of the Mortgage Loans proposed to be retransferred) will equal or exceed
the Overcollateralization Target Amount;
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(ii) On or before the Transfer Date, the Servicer shall have delivered to the Indenture
Trustee a revised Mortgage Loan Schedule showing that the Mortgages Loans transferred to the
Certificateholders are no longer owned by the Trust Estate;
(iii) The Servicer shall represent and warrant that the Mortgage Loans to be removed from
the Trust Estate were selected at random and the Servicer shall have received the consent of the
Enhancer as to the selection of the particular Mortgage Loans to be removed; and
(iv) The Servicer shall have delivered to the Indenture Trustee and the Enhancer an
officer's certificate certifying that the items set forth in subparagraphs (i) through (v), inclusive,
have been performed or are true and correct, as the case may be. The Indenture Trustee may conclusively
rely on such officer's certificate, shall have no duty to make inquiries with regard to the matters set
forth therein and shall incur no liability in so relying.
The Servicer shall not be permitted to effect the retransfer of any Mortgage Loan except under the
conditions specified above. Upon receiving the requisite notice and direction from the Issuer, the Servicer
shall perform in a timely manner those acts required of it, as specified above. Upon satisfaction of the above
conditions, on the Transfer Date the Indenture Trustee shall deliver, or cause to be delivered, to the Issuer a
written itemization of each Mortgage Loan being transferred, together with the Mortgage File for each such
Mortgage Loan, and the Indenture Trustee shall execute and deliver to the Issuer or its designee such other
documents prepared by the Servicer as shall be reasonably necessary to transfer such Mortgage Loans to the
Certificateholders. Any such transfer of the Trust Estate's right, title and interest in and to Mortgage Loans
shall be without recourse, representation or warranty by or of the Indenture Trustee or the Trust Estate to the
Issuer or its designee.
Section 3.16 Yield Maintenance Agreement.
In the event that either Yield Maintenance Agreement, or any replacement thereof, terminates
prior to the Payment Date in February 2009, the Servicer, but at no expense to the Servicer, the Issuer or the
Indenture Trustee, on behalf of the Indenture Trustee, to the extent that the termination value under such Yield
Maintenance Agreement is sufficient therefor and only to the extent of the termination payment received from the
YMA Provider, shall (i) cause a new yield maintenance agreement provider to assume the obligations of such
terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter
into a new yield maintenance agreement with the Trust having substantially similar terms as those set forth in
the terminated yield maintenance agreement.
Section 3.17 Reserved
Section 3.18 Pre-Funding Account.
(a) No later than the Closing Date, the Indenture Trustee shall establish and maintain on behalf of
itself one or more segregated trust accounts, which shall be Eligible Accounts, titled "Pre-Funding Account, The
Bank of New York Trust Company, N.A., as Indenture Trustee for GMACM Home Equity Loan Trust 2007-HE1" (the
"Pre-Funding Account"). Notwithstanding anything herein to the contrary, the Pre-Funding Account shall not be an
asset of any REMIC. To the extent that the Pre-Funding Account constitutes a reserve fund for federal income tax
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purposes, (1) it shall be an outside reserve fund and not an asset any REMIC, (2) it shall be owned by GMACM, as
Seller and (3) amounts transferred any REMIC to the Pre-Funding Account shall be treated as transferred to GMACM,
as Seller, or any successor, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. On the
Closing Date, GMACM shall deposit into the Pre-Funding Account an amount equal to the Original Pre-Funded Amount
from the proceeds of the sale of the Securities. On each Subsequent Transfer Date, the Servicer shall instruct
the Indenture Trustee in writing to withdraw from the Pre-Funding Account an amount equal to the aggregate
Principal Balance as of the related Subsequent Cut-Off Date of the Subsequent Mortgage Loans to be sold to the
Trust on such Subsequent Transfer Date and purchased with funds on deposit in the Pre-Funding Account, and to pay
such amount to or upon the order of GMACM upon satisfaction of the conditions set forth in this Agreement, in the
Purchase Agreement and in the related Subsequent Transfer Agreement with respect thereto.
(b) If the Pre-Funded Amount has not been reduced to zero at the close of business on the last day
of the Pre-Funding Period, after giving effect to any withdrawal therefrom on such day, any remaining Pre-Funded
Amount shall be deposited in the Note Payment Account and applied as a principal distribution on the Notes on the
next succeeding Payment Date in accordance with the terms of the Indenture.
(c) The Servicer may cause the institution maintaining the Pre-Funding Account to invest any funds
therein in Permitted Investments having a maturity of up to 90 days or maturing or otherwise available not later
than the Business Day preceding the related Payment Date on which funds are scheduled to be withdrawn to purchase
Subsequent Mortgage Loans; provided, that any investment in an obligation of the institution with which the
Pre-Funding Account is maintained may mature on or before 10:30 a.m., New York time, on such Payment Date; and
provided further, that no such investment may be sold or disposed of prior to maturity. In addition, no such
Permitted Investment shall be purchased at a price in excess of par. Notwithstanding the foregoing, in the event
investment earnings have not matured on any Payment Date, the amount of such earnings accrued as of such Payment
Date shall be advanced by the Servicer for deposit into the Note Payment Account (which advance shall be
reimbursed to the Servicer from such investment earnings at maturity). At any time when the Indenture Trustee is
maintaining the Pre-Funding Account, any request by the Servicer to invest funds on deposit therein shall be in
writing, delivered to the Indenture Trustee at or before 10:30 a.m., New York time, if such investment is to be
made on such day. The Servicer shall certify that the requested investment is a Permitted Investment maturing at
or prior to the time required hereby. Any such investment shall be registered in the name of the Indenture
Trustee or its nominee, and to the extent that any such investment is certificated, such investment shall be
maintained with the Indenture Trustee at its Corporate Trust Office. All net income or other gain received from
any such investment shall be deposited into or credited to the Note Payment Account, and may be withdrawn
therefrom in accordance with Section 3.05 of the Indenture. The amount of any losses incurred in respect of the
principal amount of any such investments shall be deposited in the Pre-Funding Account by the Servicer out of its
own funds immediately as realized. In no event shall the Indenture Trustee be liable for any investment losses
on Permitted Investments held in or credited to the Pre-Funding Account, provided that such investments are made
in accordance with the provisions of this Agreement and the Indenture Trustee is not the obligor under the
Permitted Investment.
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Section 3.19 Capitalized Interest Account.
(a) No later than the Closing Date, the Indenture Trustee shall establish and maintain on behalf of
itself one or more segregated trust accounts, which shall be Eligible Accounts, titled "Capitalized Interest
Account, The Bank of New York Trust Company, N.A., as Indenture Trustee for GMACM Home Equity Loan Trust
2007-HE1" (the "Capitalized Interest Account"). The Indenture Trustee shall, promptly upon receipt, deposit in
the Capitalized Interest Account and retain therein the Interest Coverage Amount. Notwithstanding anything
herein to the contrary, the Capitalized Interest Account shall not be an asset of any REMIC. To the extent that
the Capitalized Interest Account constitutes a reserve fund for federal income tax purposes, (1) it shall be an
outside reserve fund and not an asset any REMIC, (2) it shall be owned by GMACM, as Seller and (3) amounts
transferred any REMIC to the Capitalized Interest Account shall be treated as transferred to GMACM, as Seller, or
any successor, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. If the Indenture
Trustee shall not have received an investment direction from GMACM, the Indenture Trustee shall invest funds on
deposit in the Capitalized Interest Account in Permitted Investments of the kind described in clause (v) of the
definition of Permitted Investments having a maturity date no later than the next succeeding Payment Date. In
addition, no such Permitted Investment shall be purchased at a price in excess of par. The Servicer shall be
entitled to retain any investment earnings on amounts on deposit in the Capitalized Interest Account and shall
deposit into the Capitalized Interest Account the amount of any net loss incurred in respect of any such
Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The
Servicer shall be the owner of the Capitalized Interest Account and shall report all items of income, deduction,
gain or loss arising therefrom. In no event shall the Indenture Trustee be liable for any investment losses on
Permitted Investments held in or credited to the Capitalized Interest Account, provided that such investments are
made in accordance with the provisions of this Agreement and the Indenture Trustee is not the obligor under the
Permitted Investment.
(b) On each Payment Date during the Pre-Funding Period and on the Payment Date immediately after
the end of the Pre-Funding Period, the Indenture Trustee, at the written direction of the Servicer, shall
withdraw from the Capitalized Interest Account and deposit into the Note Payment Account an amount equal to the
Capitalized Interest Requirement for such Payment Date.
(c) In connection with each Subsequent Transfer Date occurring in the Pre-Funding Period, the
Servicer, at its option, may recalculate the Interest Coverage Amount and shall notify the Indenture Trustee of
such calculation taking into account the amount remaining in the Pre-Funding Account following the sale of
Subsequent Mortgage Loans to the Trust on such date. The recomputed Interest Coverage Amount shall be not less
than the amount necessary to cover the Capitalized Interest Requirement for each remaining Payment Date in the
Pre-Funding Period. On any such Subsequent Transfer Date, GMACM shall instruct in writing the Indenture Trustee
to pay to it from funds in the Capitalized Interest Account the excess of the amount on deposit therein over the
recomputed Interest Coverage Amount notified to the Indenture Trustee.
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(d) Upon the earlier of (i) termination of the Trust Agreement in accordance with Section 8.01
thereof and (ii) the Payment Date following the end of the Pre-Funding Period, any amount remaining on deposit in
the Capitalized Interest Account shall be withdrawn by the Indenture Trustee and paid to GMACM.
Section 3.20 Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain
Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Servicer or Subservicer, to the
extent it has knowledge of such conveyance, shall enforce any due-on-sale clause contained in
any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental
regulations, but only to the extent that such enforcement will not adversely affect or
jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing:
(i) the Servicer shall not be deemed to be in default under this Section 3.20(a) by reason
of any transfer or assumption which the Servicer is restricted by law from preventing; and
(ii) if the Servicer determines that it is reasonably likely that any Mortgagor will bring,
or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a
due-on-sale clause contained in any Mortgage Note or Mortgage, the Servicer shall not be required to
enforce the due-on-sale clause or to contest such action.
(b) Subject to the Servicer's duty to enforce any due-on-sale clause to the extent set forth in
Section 3.20(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a
Mortgagor, and such Person is to enter into an assumption or modification agreement or
supplement to the Mortgage Note or Mortgage which requires the signature of the Indenture
Trustee, or if an instrument of release signed by the Indenture Trustee is required releasing
the Mortgagor from liability on the Mortgage Loan, the Servicer is authorized, subject to the
requirements of the sentence next following, to execute and deliver, on behalf of the Indenture
Trustee, the assumption agreement with the Person to whom the Mortgaged Property is to be
conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or
other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or
Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer
of the Mortgaged Property to such Person provided, however, none of such terms and requirements
shall either (i) both (A) constitute a "significant modification" effecting an exchange or
reissuance of such Mortgage Loan under the REMIC Provisions and (B) cause any REMIC to fail to
qualify as a REMIC under the Code, or (subject to Section 11.01(f) of the Indenture), result in
the imposition of any tax on "prohibited transactions" or (ii) constitute "contributions"
after the start-up date under the REMIC Provisions. The Servicer shall execute and deliver
such documents only if it reasonably determines that (i) its execution and delivery thereof
will not conflict with or violate any terms of this Agreement or cause the unpaid balance and
interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required
consents of insurers under any Required Insurance Policies have been obtained and (iii)
subsequent to the closing of the transaction involving the assumption or transfer (A) such
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transaction will not adversely affect the coverage under any Required Insurance Policies, (B)
the Mortgage Loan will fully amortize over the remaining term thereof, (C) no material term of
the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will
the term of the Mortgage Loan be changed and (D) if the seller/transferor of the Mortgaged
Property is to be released from liability on the Mortgage Loan, such release will not (based on
the Servicer's or Subservicer's good faith determination) adversely affect the collectability
of the Mortgage Loan. Upon receipt of appropriate instructions from the Servicer in accordance
with the foregoing, the Indenture Trustee shall execute any necessary instruments for such
assumption or substitution of liability as directed in writing by the Servicer. Upon the
closing of the transactions contemplated by such documents, the Servicer shall cause the
originals or true and correct copies of the assumption agreement, the release (if any), or the
modification or supplement to the Mortgage Note or Mortgage to be delivered to the Indenture
Trustee or the Custodian and deposited with the Mortgage File for such Mortgage Loan. Any fee
collected by the Servicer or such related Subservicer for entering into an assumption or
substitution of liability agreement will be retained by the Servicer or such Subservicer as
additional servicing compensation.
Section 3.21 Advance Facility.
(a) The Servicer is hereby authorized to enter into any facility (an "Advance Facility") with any
Person (any such Person, an "Advance Facility Counterparty"), without the consent of any party
to this Agreement or the Enhancer, which provides that the Servicer may pledge or sell its
rights to receive reimbursement of Servicer Advances pursuant to this Agreement ("Advance
Reimbursement Rights") pursuant to credit facilities, repurchase facilities, or similar
facilities providing liquidity for the funding of the Servicer Advances, including facilities
providing that such Advance Facility Counterparty may make all or a portion of the Servicer
Advances. Notwithstanding the existence of any Advance Facility under which an Advance
Facility Counterparty agrees to fund Servicer Advances on the Servicer's behalf, the Servicer
shall remain obligated pursuant to this Agreement to make any Servicer Advances as required by
this Agreement, and shall not be relieved of such obligations by virtue of such Advance
Facility.
(b) If the Servicer enters into an Advance Facility, and for so long as an Advance Facility
Counterparty remains entitled to receive reimbursement for any Servicer Advances ("Advance
Reimbursement Amount"), then the Servicer shall identify such Advance Reimbursement Amount as
received, consistently with the reimbursement rights set forth in Sections 3.03 of this
Agreement, and shall remit such Advance Reimbursement Amount in accordance with the
documentation establishing the Advance Facility to such Advance Facility Counterparty or to a
trustee, agent or custodian (an "Advance Facility Trustee") designated by such Advance Facility
Counterparty. Notwithstanding the foregoing, if so required pursuant to the terms of the
Advance Facility, the Servicer may withdraw from the Custodial Account or direct the Indenture
Trustee to withdraw, as applicable, and the Servicer shall, or if so directed, the Indenture
Trustee is hereby authorized to and shall pay to the Advance Facility Counterparty or the
Advance Facility Trustee the Advance Reimbursement Amount identified pursuant to the preceding
sentence.
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(c) The Advance Reimbursement Amount shall consist solely of amounts in respect of Servicer
Advances made with respect to the Mortgage Loans for which the Servicer would be permitted to
reimburse itself in accordance with this Agreement, assuming the Servicer had made the related
Servicer Advances. Any Advance Reimbursement Amount that the Servicer, in its capacity as
Servicer, is entitled to be paid shall not be included in distributions to Noteholders. An
Advance Facility Counterparty whose obligations are limited to the making of Servicer Advances
will not be deemed to be a Subservicer under this Agreement or be required to meet the criteria
for qualification as a Subservicer under this Agreement.
(d) Any Advance Reimbursement Amount allocated to reimburse Servicer Advances made with respect to
any particular Mortgage Loan shall be allocated to the reimbursement of the unreimbursed
Servicer Advances made with respect to that Mortgage Loan on a "first-in, first out" ("FIFO")
basis, such that the Advance Reimbursement Amount shall be applied to reimburse the Servicer
Advance for that Mortgage Loan that was disbursed earliest in time first, and to reimburse the
Servicer Advance for that Mortgage Loan that was disbursed latest in time, last. The Servicer
shall provide to the related Advance Facility Counterparty or Advance Facility Trustee
loan-by-loan information with respect to each Advance Reimbursement Amount remitted to such
Advance Facility Counterparty or Advance Facility Trustee, to enable the Advance Facility
Counterparty or Advance Facility Trustee to make the FIFO allocation of each such Advance
Reimbursement Amount with respect to each Mortgage Loan.
(e) Upon request of the Servicer, the Indenture Trustee agrees to execute such acknowledgments,
certificates, and other documents recognizing the interests of any Advance Facility
Counterparty in such Advance Reimbursement Rights as the Servicer may cause to be made subject
to Advance Facilities pursuant to this Section 3.21.
(f) The Indenture Trustee shall not, as a result of the existence of any Advance Facility, have any
duty or liability with respect to the calculation of any Advance Reimbursement Amount nor have
any responsibility to track or monitor the administration of the Advance Facility.
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ARTICLE IV
Servicing Certificate
Section 4.01 Statements to Securityholders.
(a) With respect to each Payment Date, on the Business Day following the related Determination
Date, the Servicer shall forward to the Indenture Trustee and the Indenture Trustee pursuant to
Section 3.26 of the Indenture shall forward or cause to be forwarded by mail or otherwise make
available electronically at xxx.xxxxxxxx.xxx/xxx to each Certificateholder, Noteholder, the
Enhancer, the Depositor, the Owner Trustee, the Certificate Paying Agent and each Rating
Agency, a statement setting forth the following information (the "Servicing Certificate") as to
the Notes and Certificates, to the extent applicable:
(i) the applicable Record Date, Determination Date and Payment Date;
(ii) the aggregate amount of payments received with respect to the Mortgage Loans,
including prepayment amounts;
(iii) the Servicing Fee payable to the Servicer;
(iv) the amount of any other fees or expenses paid, and the identity of the party receiving
such fees or expenses;
(v) the aggregate amount of (a) Interest Collections, (b) Principal Collections,
(c) Substitution Adjustment Amounts and (d) Excess Spread, for the related Collection Period;
(vi) the amount paid as principal to the Noteholders of each Class of Notes;
(vii) the amount paid as interest to the Noteholders of each Class of Notes, the amount of
any Interest Carry Forward Amount and the amount of any Relief Act Shortfalls for the related Payment
Date;
(viii) the aggregate amount of interest remaining unpaid, if any, for each of the Notes,
after giving effect to the payments made on such Payment Date;
(ix) each Policy Draw Amount, if any, for such Payment Date, the aggregate amount of prior
draws on the Policy thereunder not yet reimbursed the amount paid to the Enhancer in reimbursement for
prior draws;
(x) the amount of such distribution as principal and interest to the Certificateholders of
the Certificates, separately stating the portion thereof which resulted in a reduction of the
Certificate Balance thereof;
(xi) the aggregate Principal Balance of the Mortgage Loans as of the end of the related
Collection Period;
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(xii) the number and aggregate Principal Balances of Mortgage Loans (a) as to which the
Minimum Monthly Payment is delinquent for 30-59 days, 60-89 days, 90-119 days, 120-149 days, 150-179
days and greater than 180 days, respectively, (b) the related Mortgaged Property of which has been
foreclosed upon and (c) as to which the related Mortgaged Property has become REO Property, in each case
as of the end of the related Collection Period; provided, however, that such information shall not be
provided on the statements relating to the first Payment Date;
(xiii) the number and aggregate Principal Balance of Mortgage Loans repurchased pursuant to
Section 3.15(a) herein during the related Collection Period;
(xiv) the Net WAC Rate for the related Collection Period;
(xv) the aggregate Liquidation Loss Amounts with respect to the related Collection Period,
the amount distributed as principal to Noteholders in respect of Liquidation Loss Amounts and the
aggregate of the Liquidation Loss Amounts (minus any Subsequent Net Recovery Amounts) from all
Collection Periods to date expressed as dollar amount and as a percentage of the aggregate Cut-Off Date
Principal Balances of the Mortgage Loans;
(xvi) the aggregate Note Balance of each Class of Notes and the Certificate Balance of each
Class of Certificates after giving effect to the distribution of principal on such Payment Date;
(xvii) the balance of the Pre-Funding Account and Capitalized Interest Account, as of the end
of the related Collection Period;
(xviii) the Percentage Interest applicable to each of the Securities, after
application of payments made on such Payment Date;
(xix) the amount, if any, of the Yield Maintenance Payments for such Distribution Date and
any shortfall in amounts previously required to be paid under the Yield Maintenance Agreement for prior
Distribution Dates;
(xx) the Overcollateralization Amount as of the end of the related Collection Period; and
(xxi) the aggregate Principal Balance of Subsequent Mortgage Loans transferred to the Trust
Estate during the related Collection Period.
In the case of information furnished pursuant to clauses (vi) and (vii) above, the amounts shall be
expressed as an aggregate dollar amount per Note or Certificate, as applicable, with a $25,000 denomination per
Note and with a denomination equal to a 100% Percentage Interest per Certificate.
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If a Servicing Default shall occur, on the Business Day following the related Determination Date, the
Servicer shall forward to the Indenture Trustee a statement to such effect, including the nature of such
Servicing Default. The Indenture Trustee, pursuant to Section 3.26 of the Indenture, shall deliver or cause to
be delivered by mail to each Certificateholder, each Noteholder, the Enhancer, the Depositor, the Owner Trustee,
the Certificate Paying Agent and each Rating Agency, notice of such Servicing Default, including the nature
thereof. Such statement may be included in, or separate from, the regular statement made available to
Securityholders.
The Indenture Trustee will make the Servicing Certificate (and, at its option, any additional files
containing the same information in an alternative format) available each month to Securityholders, and other
parties to this Agreement via the Indenture Trustee's internet website. The Indenture Trustee's internet website
shall initially be located at "xxx.xxxxxxxx.xxx/xxx." Assistance in using the website can be obtained by calling
the Indenture Trustee's customer service desk at (000) 000-0000. Parties that are unable to use the above
distribution options are entitled to have a paper copy mailed to them via first class mail by calling the
customer service desk and indicating such. The Indenture Trustee shall have the right to change the way the
statements to Securityholders are distributed in order to make such distribution more convenient or more
accessible to the above parties and the Indenture Trustee shall provide timely and adequate notification to all
above parties regarding any such changes. The Indenture Trustee may require registration and the acceptance of a
disclaimer in connection with access to its website.
(b) The Servicer shall forward to the Indenture Trustee any other information reasonably requested
by the Indenture Trustee necessary to make distributions pursuant to Section 3.05 of the
Indenture. Prior to the close of business on the Business Day next succeeding each
Determination Date, the Servicer shall furnish a written statement to the Certificate Paying
Agent and the Indenture Trustee setting forth the aggregate amounts required to be withdrawn
from the Custodial Account and deposited into the Note Payment Account or Distribution Account
on the Business Day preceding the related Payment Date pursuant to Section 3.03. The
determination by the Servicer of such amounts shall, in the absence of obvious error, be deemed
to be presumptively correct for all purposes hereunder, and the Owner Trustee and the Indenture
Trustee shall be protected in relying upon the same without any independent check or
verification. In addition, upon the Issuer's written request, the Servicer shall promptly
furnish such information reasonably requested by the Issuer that is reasonably available to the
Servicer to enable the Issuer to perform its federal and state income tax reporting obligations.
Section 4.02 Tax Returns and 1934 Act Reports
(a) The Servicer will act as the Tax Matters Partner or the agent for the Tax Matters Partner
pursuant to the Trust Agreement. The Servicer agrees to perform the obligations of the
Servicer set forth in Section 5.03 of the Trust Agreement. The Servicer will prepare and file
or cause to be prepared and filed all tax and information returns of the Trust Estate.
(b) The Servicer shall, on behalf of the Depositor and in respect of the Trust Estate, sign and
cause to be filed with the Commission any periodic reports required to be filed under the
provisions of the Exchange Act, and the rules and regulations of the Commission thereunder
including, without limitation, reports on Form 10-K, Form 10-D and Form 8-K. In connection
with the preparation and filing of such periodic reports, the Indenture Trustee shall timely
provide to the Servicer (I) a list of Securityholders as shown on the Certificate Register and
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the Note Register as of the end of each calendar year, (II) copies of all pleadings, other
legal process and any other documents relating to any claims, charges or complaints involving
the Indenture Trustee, as trustee hereunder, or the Trust Estate that are received by the
Indenture Trustee, (III) notice of all matters that, to the actual knowledge of a Responsible
Officer of the Indenture Trustee, have been submitted to a vote of the Securityholders, other
than those matters that have been submitted to a vote of the Securityholders at the request of
the Depositor or the Servicer, and (IV) notice of any failure of the Indenture Trustee to make
any distribution to the Securityholders as required pursuant to this Agreement. The Indenture
Trustee shall not have any liability with respect to the Servicer's failure to properly prepare
or file such periodic reports and the Servicer shall not have any liability with respect to
such failure resulting from or relating to the Servicer's inability or failure to obtain any
information not resulting from the Servicer's own negligence or willful misconduct.
(c) Any Form 10-K filed with the Commission in connection with this Section 4.03 shall include:
(i) A certification, signed by the senior officer in charge of the servicing functions of
the Servicer, in the form attached as Exhibit E hereto or such other form as may be required or
permitted by the Commission (the "Form 10-K Certification"), in compliance with Rules 13a-14 and 15d-14
under the Exchange Act and any additional directives of the Commission.
(ii) A report regarding its assessment of compliance during the preceding calendar year
with all applicable servicing criteria set forth in relevant Commission regulations with respect to
mortgage-backed securities transactions taken as a whole involving the Servicer that are backed by the
same types of assets as those backing the certificates, as well as similar reports on assessment of
compliance received from other parties participating in the servicing function as required by relevant
Commission regulations, as described in Item 1122(a) of Regulation AB. The Servicer shall obtain from
all other parties participating in the servicing function any required certifications.
(iii) With respect to each assessment report described immediately above, a report by a
registered public accounting firm that attests to, and reports on, the assessment made by the asserting
party, as set forth in relevant Commission regulations, as described in Regulation 1122(b) of Regulation
AB and Section 3.11.
(iv) The servicer compliance certificate required to be delivered pursuant Section 3.10.
(d) In connection with the Form 10-K Certification, the Indenture Trustee shall provide the
Servicer with a back-up certification substantially in the form attached hereto as Exhibit D-2.
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(e) This Section 4.03 may be amended in accordance with this Servicing Agreement without the
consent of the Securityholders.
(f) The Indenture Trustee shall make available on the Indenture Trustee's internet website each of
the reports filed with the Commission by or on behalf of the Depositor under the Exchange Act,
as soon as reasonably practicable upon delivery of such reports to the Indenture Trustee.
ARTICLE V
Note Payment Account
Section 5.01 Note Payment Account. The Indenture Trustee shall establish and maintain an Eligible
Account entitled "The Bank of New York Trust Company, N.A., as Indenture Trustee, for the benefit of the
Securityholders, the Certificate Paying Agent and the Enhancer, pursuant to the Indenture, dated as of March 29,
2007, between GMACM Home Equity Loan Trust 2007-HE1 and The Bank of New York Trust Company, N.A." (the "Note
Payment Account"). On each Payment Date, amounts on deposit in the Note Payment Account shall be distributed by
the Indenture Trustee in accordance with Section 3.05 of the Indenture. Amounts on deposit in the Note Payment
Account will remain uninvested and all benefit therefrom shall be for the benefit of the Indenture Trustee.
ARTICLE VI
The Servicer
Section 6.01 Liability of the Servicer. The Servicer shall be liable in accordance herewith only to the
extent of the obligations specifically imposed upon and undertaken by the Servicer herein.
Section 6.02 Merger or Consolidation of, or Assumption of the Obligations of, the Servicer. Any Person
into which the Servicer may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Servicer shall be a party, or any Person
succeeding to the business of the Servicer, shall be the successor of the Servicer hereunder, without the
execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding.
The Servicer may assign its rights and delegate its duties and obligations under this Agreement;
provided, that the Person accepting such assignment or delegation shall be a Person qualified to service mortgage
loans, is reasonably satisfactory to the Enhancer (provided, that such consent to assignment may not be
unreasonably withheld), is willing to service the Mortgage Loans and executes and delivers to the Issuer (with a
copy to the Enhancer) an agreement, in form and substance reasonably satisfactory to the Enhancer, that contains
an assumption by such Person of the due and punctual performance and observance of each covenant and condition to
be performed or observed by the Servicer under this Agreement; and provided further, that no Rating Event will
occur as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating
Agency), if determined without regard to the Policy; and provided further, that the Owner Trustee shall receive
an Opinion of Counsel to the effect that such assignment or delegation will not result in an Adverse REMIC Event.
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Section 6.03 Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the
directors or officers or employees or agents of the Servicer shall be under any liability to the Issuer, the
Owner Trustee, the Indenture Trustee or the Securityholders for any action taken or for refraining from the
taking of any action in good faith pursuant to this Agreement; provided, however, that this provision shall not
protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of its
willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its
reckless disregard of its obligations and duties hereunder. The Servicer and any director or officer or employee
or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer,
employee or agent of the Servicer shall be indemnified by the Issuer and held harmless against any loss,
liability or expense incurred in connection with any legal action relating to this Agreement or the Securities,
including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b), other than
any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss,
liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or
expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its
duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Servicer
shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to
its duties to service the Mortgage Loans in accordance with this Agreement, and that in its opinion may involve
it in any expense or liability; provided, however, that the Servicer may in its sole discretion undertake any
such action that it may deem necessary or desirable in respect of this Agreement, the rights and duties of the
parties hereto and the interests of the Securityholders. In such event, the reasonable legal expenses and costs
of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuer, and
the Servicer shall be entitled to be reimbursed therefor. The Servicer's right to indemnity or reimbursement
pursuant to this Section 6.03 shall survive any resignation or termination of the Servicer pursuant to Section
6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or
termination (or arising from events that occurred prior to such resignation or termination).
Section 6.04 Servicer Not to Resign. Subject to the provisions of Section 6.02, the Servicer shall not
resign from the obligations and duties hereby imposed on it except (a) upon determination that the performance of
its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by
reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates, the other
activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or
its subsidiaries or Affiliates at the date of this Agreement or (b) upon satisfaction of the following
conditions: (i) the Servicer shall have proposed a successor Servicer to the Issuer and the Indenture Trustee in
writing and such proposed successor Servicer is reasonably acceptable to the Issuer, the Indenture Trustee and
the Enhancer; (ii) each Rating Agency shall have delivered a letter to the Issuer, the Enhancer and the Indenture
Trustee prior to the appointment of the successor Servicer stating that the proposed appointment of such
successor Servicer as Servicer hereunder will not cause a Rating Event, if determined without regard to the
Policy; and (iii) such proposed successor Servicer is reasonably acceptable to the Enhancer, as evidenced by a
letter to the Issuer and the Indenture Trustee; provided, however, that no such resignation by the Servicer shall
become effective until such successor Servicer or, in the case of (a) above, the Indenture Trustee, as pledgee of
the Mortgage Loans, shall have assumed the Servicer's responsibilities and obligations hereunder or the Indenture
Trustee, as pledgee of the Mortgage Loans, shall have designated a successor Servicer in accordance with Section
7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified
in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such
determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered to the Indenture Trustee and the Enhancer.
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Section 6.05 Delegation of Duties. In the ordinary course of business, the Servicer at any time may
delegate any of its duties hereunder to any Person, including any of its Affiliates, that agrees to conduct such
duties in accordance with standards comparable to those with which the Servicer complies pursuant to Section
3.01. Such delegation shall not relieve the Servicer of its obligations, liabilities and responsibilities with
respect to such duties and shall not constitute a resignation within the meaning of Section 6.04.
Section 6.06 Payment of Indenture Trustee's and Owner Trustee's Fees and Expenses; Indemnification.
(a) After the Closing Date, the Servicer covenants and agrees to pay to the Owner Trustee, the
Indenture Trustee and any co-trustee of the Indenture Trustee or the Owner Trustee from time to
time, and the Owner Trustee, the Indenture Trustee and any such co-trustee shall be entitled
to, reasonable compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust and, in the case of the Indenture Trustee,
for so long as GMAC Mortgage, LLC is the Servicer shall be as set forth in the letter agreement
between the Indenture Trustee and the Servicer dated as of March 29, 2007) for all services
rendered by each of them in the execution of the trusts created under the Trust Agreement and
the Indenture and in the exercise and performance of any of the powers and duties under the
Trust Agreement or the Indenture, as the case may be, of the Owner Trustee, the Indenture
Trustee and any co-trustee, and the Servicer will pay or reimburse the Indenture Trustee and
any co-trustee upon request for all reasonable expenses, disbursements and advances incurred or
made by the Indenture Trustee or any co-trustee in accordance with any of the provisions of
this Agreement, the Indenture or the Trust Agreement except any such expense, disbursement or
advance as may arise from its negligence, willful misfeasance or bad faith. In addition, the
Indenture Trustee shall be entitled to be reimbursed from the Servicer for all reasonable costs
associated with the transfer of servicing from the predecessor servicer pursuant to Section
7.02 hereunder, including, without limitation, any reasonable costs or expenses associated with
the complete transfer of all servicing data and the completion, correction or manipulation of
such servicing data as may be required by the Indenture Trustee to correct any errors or
insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service
the Mortgage Loans properly and effectively.
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(b) The Servicer agrees to indemnify the Indenture Trustee and the Owner Trustee for, and to hold
the Indenture Trustee and the Owner Trustee, as the case may be, harmless against, any loss,
liability or expense incurred without negligence, bad faith or willful misconduct on the part
of the Indenture Trustee or the Owner Trustee, as the case may be, arising out of, or in
connection with, the acceptance and administration of the Issuer and the assets thereof,
including the costs and expenses (including reasonable legal fees and expenses) of defending
the Indenture Trustee or the Owner Trustee, as the case may be, against any claim in connection
with the exercise or performance of any of its powers or duties under any Basic Document;
provided that:
(i) with respect to any such claim, the Indenture Trustee or Owner Trustee, as the
case may be, shall have given the Servicer written notice thereof promptly after the
Indenture Trustee or Owner Trustee, as the case may be, shall have actual knowledge
thereof;
(ii) while maintaining control over its own defense, the Issuer, the Indenture
Trustee or Owner Trustee, as the case may be, shall cooperate and consult fully with
the Servicer in preparing such defense; and
(iii) notwithstanding anything in this Agreement to the contrary, the Servicer shall
not be liable for settlement of any claim by the Indenture Trustee or the Owner
Trustee, as the case may be, entered into without the prior consent of the Servicer.
No termination of this Agreement or resignation or removal of the Indenture Trustee shall affect the obligations
created by this Section 6.06 of the Servicer to indemnify the Indenture Trustee and the Owner Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the Servicer in this Section 6.06(b)
shall not pertain to any loss, liability or expense of the Indenture Trustee or the Owner Trustee, including the
costs and expenses of defending itself against any claim, incurred in connection with any actions taken by the
Indenture Trustee or the Owner Trustee at the direction of the Noteholders or Certificateholders, as the case may
be, pursuant to the terms of this Agreement.
ARTICLE VII
Default
Section 7.01 Servicing Default.
(a) If a Servicing Default shall occur and be continuing, then, and in every such case, so long as
a Servicing Default shall not have been remedied by the Servicer, either the Issuer or the
Indenture Trustee, upon actual knowledge of the occurrence of a Servicing Default (in each case
with the consent of the Enhancer so long as no Enhancer Default exists), or the Enhancer, by
notice then given in writing to the Servicer, the Issuer and the Indenture Trustee, may
terminate all of the rights and obligations of the Servicer as servicer under this Agreement
other than its right to receive servicing compensation and expenses for servicing the Mortgage
Loans hereunder during any period prior to the date of such termination, and the Enhancer or
the Issuer or the Indenture Trustee (in each case with the consent of the Enhancer so long as
no Enhancer Default exists), may exercise any and all other remedies available at law or
equity. Any such notice to the Servicer shall also be given to each Rating Agency, the
Enhancer and the Issuer. On or after the receipt by the Servicer of such written notice, all
authority and power of the Servicer under this Agreement, whether with respect to the
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Securities or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture
Trustee, subject to Section 7.02 hereof, as pledgee of the Mortgage Loans, pursuant to and
under this Section 7.01; and, without limitation, the Indenture Trustee is hereby authorized
and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement of each Mortgage Loan and related documents,
or otherwise. The Servicer agrees to cooperate with the Issuer, the Enhancer and Indenture
Trustee, as the case may be, in effecting the termination of the responsibilities and rights of
the Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee
for the administration by it of all cash amounts relating to the Mortgage Loans that shall at
the time be held by the Servicer and to be deposited by it in the Custodial Account, or that
have been deposited by the Servicer in the Custodial Account or thereafter received by the
Servicer with respect to the Mortgage Loans, the recordation of Assignments of Mortgages to the
Indenture Trustee if MERS is not the mortgagee of a Mortgage Loan, and the delivery of the
Mortgage Files in its possession to the Indenture Trustee. All reasonable costs and expenses
(including, but not limited to, attorneys' fees) incurred in connection with amending this
Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by
the predecessor Servicer (or if the predecessor Servicer is the Indenture Trustee, the initial
Servicer) upon presentation of reasonable documentation of such costs and expenses.
(b) Notwithstanding any termination of the activities of the Servicer hereunder, the Servicer shall
be entitled to receive, out of any late collection of a payment on a Mortgage Loan which was
due prior to the notice terminating the Servicer's rights and obligations hereunder and
received after such notice, that portion to which the Servicer would have been entitled
pursuant to Sections 3.03 and 3.09 as well as its Servicing Fee in respect thereof, and any
other amounts payable to the Servicer hereunder the entitlement to which arose prior to the
termination of its activities hereunder.
Notwithstanding the foregoing, a delay in or failure of performance under clause (i) or (ii) of the
definition of Servicing Default, after the applicable grace periods specified therein, shall not constitute a
Servicing Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the
Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or
undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes,
earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using
reasonable efforts to perform its respective obligations in a timely manner in accordance with the terms of this
Agreement. The Servicer shall provide the Indenture Trustee, the Enhancer and the Securityholders with notice of
any such failure or delay by it, together with a description of its efforts to so perform its obligations. The
Servicer shall immediately notify the Indenture Trustee, the Enhancer and the Issuer in writing of any Servicing
Default.
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Section 7.02 Indenture Trustee to Act; Appointment of Successor.
(a) (a) On and after the time the Servicer receives a notice of termination pursuant to
Section 7.01 or sends a notice pursuant to Section 6.04, the Indenture Trustee as pledgee of
the Mortgage Loans shall itself become, or shall with the consent of the Enhancer appoint an
affiliate of the Indenture Trustee to become the successor in all respects to the Servicer in
its capacity as servicer under this Agreement and the transactions set forth or provided for
herein and shall immediately assume all of the obligations of the Servicer to make advances on
Mortgage Loans under Section 3.02(b) and will be subject to all other responsibilities, duties
and liabilities relating thereto placed on the Servicer by the terms and provisions hereof as
soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes
successor servicer. During such 90 day period, the Indenture Trustee, with the consent of the
Enhancer, may require the Servicer being terminated to continue to perform such servicing
responsibilities (other than making advances on the Mortgage Loans under Section 3.02(b)) as
the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall
provide such services as directed by the Indenture Trustee until the earliest of the date the
Indenture Trustee notifies such Servicer to discontinue providing such services, the date on
which a successor servicer or the Indenture Trustee has assumed all responsibilities, duties
and liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer
shall be entitled to the Servicing Fee hereunder for any period during which the Servicer is
obligated to provide such services as if no termination of the Servicer had occurred. Nothing
in this Agreement or in the Trust Agreement shall be construed to permit or require the
Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial
Servicer in its capacity as Seller under the Purchase Agreement, (ii) be responsible or
accountable for any act or omission of the Servicer prior to the issuance of a notice of
termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as
successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any
losses on any Permitted Investment directed by any other Servicer, or (v) be responsible for
the representations and warranties of the Servicer. As compensation therefor, the Indenture
Trustee shall be entitled to such compensation as the Servicer would have been entitled to
hereunder if no such notice of termination had been given. Notwithstanding the foregoing, if
the Indenture Trustee is (x) unwilling to act as successor Servicer itself or to appoint an
affiliate to become successor Servicer, or (y) legally unable so to act, the Indenture Trustee
as pledgee of the Mortgage Loans may (in the situation described in clause (x)) or shall (in
the situation described in clause (y)) appoint at the direction of the Enhancer or, if the
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Enhancer fails to make such direction, petition a court of competent jurisdiction to appoint
any established housing and home finance institution, bank or other mortgage loan servicer
having a net worth of not less than $10,000,000 as the successor to the Servicer hereunder in
the assumption of all or any part of the responsibilities, duties or liabilities of the
Servicer hereunder; provided, that any such successor Servicer shall be acceptable to the
Enhancer, as evidenced by the Enhancer's prior written consent, which consent shall not be
unreasonably withheld; and provided further, that the appointment of any such successor
Servicer will not result in a Rating Event, if determined without regard to the Policy.
Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is
prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an
affiliate to act in such capacity as provided above. In connection with such appointment and
assumption, the successor shall be entitled to receive compensation out of payments on Mortgage
Loans in an amount equal to the compensation that the Servicer would otherwise have received
pursuant to Section 3.09 (or such other compensation as the Indenture Trustee and such
successor shall agree). The appointment of a successor Servicer shall not affect any liability
of the predecessor Servicer that may have arisen under this Agreement prior to its termination
as Servicer (including the obligation to purchase Mortgage Loans pursuant to Section 3.01, to
pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the
Indenture Trustee pursuant to Section 6.06), nor shall any successor Servicer be liable for any
acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its
representations or warranties contained herein or in any related document or agreement. The
Indenture Trustee and such successor shall take such action, consistent with this Agreement and
the requirements (including any notice requirements) of applicable law, as shall be necessary
to effectuate any such succession. Notwithstanding the foregoing, the Indenture Trustee, in
its capacity as successor Servicer, shall not be responsible for the lack of information and/or
documents that it cannot obtain through reasonable efforts or for failing to take any action
that the Indenture Trustee is legally prohibited from taking by applicable law.
(b) Any successor, including the Indenture Trustee, to the Servicer as servicer shall during its
term as Servicer (i) continue to service and administer the Mortgage Loans for the benefit of
the Securityholders, (ii) maintain in force a policy or policies of insurance covering errors
and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond
in respect of its officers, employees and agents to the same extent as the Servicer is so
required pursuant to Section 3.13 and (iii) be bound by the terms of the Insurance Agreement.
(c) Any successor Servicer, including the Indenture Trustee, shall not be deemed in default or to
have breached its duties hereunder if the predecessor Servicer shall fail to deliver any
required deposit to the Custodial Account or otherwise cooperate with any required servicing
transfer or succession hereunder.
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(d) In connection with the termination or resignation of the Servicer hereunder, either (i) the
successor Servicer, including the Indenture Trustee if the Indenture Trustee is acting as
successor Servicer, shall represent and warrant that it is a member of MERS in good standing
and shall agree to comply in all material respects with the rules and procedures of MERS in
connection with the servicing of the Mortgage Loans that are registered with MERS, in which
case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to
revise its records to reflect the transfer of servicing to the successor Servicer as necessary
under MERS' rules and regulations, or (ii) the predecessor Servicer shall cooperate with the
successor Servicer in causing MERS to execute and deliver an assignment of Mortgage in
recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and
deliver such other notices, documents and other instruments as may be necessary or desirable to
effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System
to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such
assignment in the appropriate recording office. The predecessor Servicer shall bear any and
all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing
any assignments of Mortgage that may be required under this subsection (d). The successor
Servicer shall cause such assignment to be delivered to the Indenture Trustee or the Custodian
promptly upon receipt of the original with evidence of recording thereon or a copy certified by
the public recording office in which such assignment was recorded.
Section 7.03 Notification to Securityholders. Upon any termination of or appointment of a successor to
the Servicer pursuant to this Article VII or Section 6.04, the Indenture Trustee shall give prompt written notice
thereof to the Securityholders, the Enhancer, the Issuer and each Rating Agency.
Section 7.04 Servicing Termination Event; Removal of Servicer.
(a) Upon determination by the Enhancer that a Servicing Termination Event has occurred, the
Enhancer shall give written notice of such Servicing Termination Event to the Servicer, the
Depositor, the Indenture Trustee and to each Rating Agency.
(b) At any time after such determination and while a Servicing Termination Event is continuing, the
Enhancer may direct the Indenture Trustee in writing to remove the Servicer if the Enhancer
makes a determination that the manner of servicing was a factor contributing to the size of the
delinquencies or losses incurred in the Trust Estate.
(c) Upon receipt of directions to remove the Servicer pursuant to the preceding clause (b), the
Indenture Trustee shall notify the Servicer that it has been terminated and the Servicer shall
be terminated in the same manner as specified in Sections 7.01 and 7.02.
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(d) After notice of occurrence of a Servicing Termination Event has been given and while a
Servicing Termination Event is continuing, until and unless the Servicer has been removed as
provided in clause (b), the Servicer covenants and agrees to act as the Servicer for a term
from the occurrence of the Servicing Termination Event to the end of the calendar quarter in
which such Servicing Termination Event occurs, which term may at the Enhancer's discretion be
extended by written notice to the Indenture Trustee and the Servicer for successive terms of
three (3) calendar months each, until the termination of the Trust Estate. The Servicer will,
upon the receipt of each such notice of extension (a "Servicer Extension Notice") become bound
for the duration of the term covered by such Servicer Extension Notice to continue as Servicer
subject to and in accordance with this Servicing Agreement. If, as of the fifteenth (15th) day
prior to the last day of any term as the Servicer, the Indenture Trustee shall not have
received any Servicer Extension Notice from the Enhancer, the Indenture Trustee shall, within
five (5) days thereafter, give written notice of such nonreceipt to the Enhancer and the
Servicer. If any such term expires without a Servicer Extension Notice then a successor
Servicer shall be appointed as provided in Section 7.02.
(e) No provision of this Section 7.04 shall have the effect of limiting the rights of the
Depositor, the Indenture Trustee, the Noteholders or the Enhancer under Section 7.01.
ARTICLE VIII
Miscellaneous Provisions
Section 8.01 Amendment. This Agreement may be amended from time to time by the parties hereto;
provided, that any such amendment shall be accompanied by a letter from each Rating Agency to the effect that
such amendment will not result in a Rating Event, if determined without regard to the Policy; and provided
further, that the Enhancer and the Indenture Trustee shall consent thereto.
Section 8.02 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF, OTHER THAN SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 8.03 Notices. Where this Servicing Agreement provides for a notice, certificate, opinions,
report or similar delivery to be given to any transaction party or to a Rating Agency, a copy of such document
shall be contemporaneously sent to the Enhancer. All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at or mailed by certified mail,
return receipt requested, to (a) in the case of the Servicer, 000 Xxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxx 00000,
Attention: Xxxxxxx Xxxxx, (b) in the case of the Enhancer, MBIA Insurance Corporation, 000 Xxxx Xxxxxx, Xxxxxx,
Xxx Xxxx 00000: Attention: Insured Portfolio Management - Structured Finance (GMACM Home Equity Loan Trust
2007-HE1) (c) in the case of Xxxxx'x, Home Mortgage Loan Monitoring Group, 4th Floor, 00 Xxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, (d) in the case of Standard & Poor's, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0003,
Attention: Residential Mortgage Surveillance Group, (e) in the case of the Owner Trustee, Wilmington Trust
Company, Xxxxxx Square North, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000-0001 and (f) in the case of
the Issuer, GMACM Home Equity Loan Trust 2007-HE1, c/o the Owner Trustee at the address set forth in clause (e)
above, and (g) in the case of the Indenture Trustee, at the Corporate Trust Office of the Indenture Trustee; or,
with respect to each of the foregoing Persons, at such other address as shall be designated by such Person in a
written notice to the other foregoing Persons. Any notice required or permitted to be mailed to a Securityholder
shall be given by first class mail, postage prepaid, at the address of such Securityholder as shown in the Note
Register or Certificate Register, as the case may be. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not the related Securityholder
receives such notice. Any notice or other document required to be delivered or mailed by the Indenture Trustee
to any Rating Agency shall be given on a reasonable efforts basis and only as a matter of courtesy and
accommodation, and the Indenture Trustee shall have no liability for failure to deliver any such notice or
document to any Rating Agency.
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Section 8.04 Severability of Provisions. If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of
this Agreement and shall in no way affect the validity or enforceability of the other provisions of this
Agreement or the Securities or the rights of the Securityholders.
Section 8.05 Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding
upon the parties hereto, the Securityholders, the Enhancer, the Owner Trustee and their respective successors and
permitted assigns. Except as otherwise provided in this Agreement, no other Person shall have any right or
obligation hereunder.
Section 8.06 Counterparts. This instrument may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and
the same instrument.
Section 8.07 Effect of Headings and Table of Contents. The Article and Section headings herein and the
Table of Contents are for convenience only and shall not affect the construction hereof.
Section 8.08 Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans; Partial
Redemption.
(a) The respective obligations and responsibilities of the Servicer, the Issuer and the Indenture
Trustee created hereby shall terminate upon the last action required to be taken by the Issuer pursuant to the
Trust Agreement and by the Indenture Trustee pursuant to the Indenture following the earlier of:
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(i) the date on or before which the Indenture or the Trust Agreement is
terminated, or
(ii) the purchase by the Servicer from the Issuer of all Mortgage Loans and REO
Property in accordance with Section 8.08(b).(b)The Servicer shall have the right
to purchase from the Issuer all of the Mortgage Loans and related REO Property if the aggregate Note Balance of
the Notes as of any Payment Date, prior to giving effect to any payments on such Payment Date, is less than 10%
of the aggregate Note Balance of the Notes as of the Closing Date (provided that a draw on the Policy would not
occur as a result of such purchase and provided further that the purchase price will provide sufficient funds to
pay the outstanding Note Balance and accrued and unpaid interest on the Notes to the Payment Date on which such
amounts are to be distributed to the Securityholders), at a price equal to 100% of the aggregate unpaid Principal
Balance of all such remaining Mortgage Loans, plus accrued and unpaid interest thereon at the weighted average of
the Loan Rates thereon up to the date preceding the Payment Date on which such amounts are to be distributed to
the Securityholders (and in the case of REO Property, the fair market value of the REO Property), plus any
amounts due and owing to the Enhancer under the Insurance Agreement related to the Mortgage Loans or the Notes
(and any unpaid Servicing Fee relating to the Mortgage Loans shall be deemed to have been paid at such time),
The Servicer shall send written notice to the Enhancer of its intent to exercise its right to
purchase any of the Mortgage Loans pursuant to this Section 8.08(b).
If such right is exercised by the Servicer, the Servicer shall deposit the amount calculated
pursuant to this Section 8.08(b) with the Indenture Trustee pursuant to Section 4.10 of the Indenture and, upon
the receipt of such deposit, the Indenture Trustee or Custodian shall release to the Servicer, the files
pertaining to the Mortgage Loans being purchased. The Servicer, at its expense, shall prepare and deliver to the
Indenture Trustee for execution, at the time the related Mortgage Loans are to be released to the Servicer,
appropriate documents assigning each such Mortgage Loans from the Indenture Trustee or the Issuer to the Servicer
or the appropriate party.
Section 8.09 Certain Matters Affecting the Indenture Trustee. For all purposes of this Agreement, in
the performance of any of its duties or in the exercise of any of its powers hereunder, the Indenture Trustee
shall be subject to and entitled to the benefits of Article VI of the Indenture.
Section 8.10 Owner Trustee Not Liable for Related Documents. The recitals contained herein shall be
taken as the statements of the Servicer, and the Owner Trustee and the Indenture Trustee assume no responsibility
for the correctness thereof. The Owner Trustee and the Indenture Trustee make no representations as to the
validity or sufficiency of this Agreement, of any Basic Document or Related Document, or of the Certificates
(other than the signatures of the Owner Trustee and the Indenture Trustee on the Certificates) or the Notes. The
Owner Trustee and the Indenture 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 the Trust Agreement or the Noteholders under the Indenture, including the compliance by the Depositor, the
Sellers or the Servicer with any warranty or representation made under any Basic Document or the accuracy of any
such warranty or representation, or any action of any person taken in the name of the Owner Trustee or the
Indenture Trustee.
41
ARTICLE IX
Compliance With Regulation AB
Section 9.01 Intent of the Parties; Reasonableness.
The Depositor, the Indenture Trustee and the Servicer acknowledge and agree that the purpose of
this Article IX 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. Each of the Servicer and the Indenture 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. Each of the Servicer and the Indenture Trustee shall cooperate reasonably with the Depositor to deliver to
the Depositor (including any of its assignees or designees), any and all disclosure, statements, reports,
certifications, records and any other information necessary in the reasonable, good faith determination of the
Depositor to permit the Depositor to comply with the provisions of Regulation AB.
Section 9.02 Additional Representations and Warranties of the Indenture Trustee.
(a) The Indenture 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 9.01, 9.02(b) or 9.03
that, except as disclosed in writing to the Depositor prior to such date: (i) there are no material legal or
governmental proceedings pending (or known to be contemplated) against it that would be material to Noteholders;
(ii) there are no relationships or transactions (as described in Item 1119(b) of Regulation AB) relating to the
Indenture 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 Servicing Agreement, as
identified by the Depositor to the Indenture 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 Notes; and (iii) the Indenture Trustee is not an affiliate (as
contemplated by Item 1119(a) of Regulation AB) of any Transaction Party. The Depositor shall notify the
Indenture Trustee of any change in the identity of a Transaction Party after the Closing Date.
(b) If so requested by the Depositor on any date following the Closing Date, the Indenture 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.
42
Section 9.03 Information to Be Provided by the Indenture Trustee.
For so long as the Company is subject to Exchange Act reporting requirements with respect to the Trust
Fund, for the purpose of satisfying the Depositor's reporting obligation under the Exchange Act with respect to
any class of Notes, the Indenture Trustee shall provide to the Depositor a written description of (a) any
litigation or governmental proceedings pending against the Indenture Trustee as of the last day of each calendar
month that would be material to Noteholders, and (b) any affiliations or relationships (as described in Item 1119
of Regulation AB) that develop following the Closing Date between the Indenture Trustee and any Transaction Party
of the type described in Section 9.02(a)(ii) or 9.02(a)(iii) as of the last day of each calendar year. Any
descriptions required with respect to legal proceedings, as well as updates to previously provided descriptions,
under this Section 9.03 shall be given no later than five Business Days prior to the Determination Date following
the month in which the relevant event occurs, and any notices and descriptions required with respect to
affiliations, as well as updates to previously provided descriptions, under this Section 9.03 shall be given no
later than January 31 of the calendar year following the year in which the relevant event occurs. 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 Indenture Trustee shall be deemed to represent and warrant that any information previously provided by the
Indenture Trustee under this Article IX is materially correct and does not have any material omissions unless the
Indenture Trustee has provided an update to such information. The Depositor will allow the Indenture Trustee to
review any disclosure relating to material litigation against the Indenture Trustee prior to filing such
disclosure with the Commission to the extent the Depositor changes the information provided by the Indenture
Trustee.
Section 9.04 Report on Assessment of Compliance and Attestation.
On or before March 15 of each calendar year, the Indenture Trustee shall:
(a) deliver to the Depositor a report (in form and substance reasonably satisfactory to the
Depositor) regarding the Indenture Trustee's assessment of compliance with the applicable Servicing Criteria
during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and
Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of the Indenture Trustee, and
shall address each of the Servicing Criteria specified on Exhibit G hereto; and
(b) deliver to the Depositor a report of a registered public accounting firm satisfying the
requirements of Rule 2-01 of Regulation S-X under the Securities Act and the Exchange Act that attests to, and
reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding
paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the
Securities Act and the Exchange Act.
43
Section 9.05 Indemnification; Remedies.
(a) The Indenture Trustee shall indemnify the Depositor, each affiliate of the Depositor, the
Servicer and each affiliate of the Servicer, 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 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) (A) any untrue statement of a material fact contained or alleged to be
contained in any information, report, certification, accountants' attestation or other material provided under
this Article IX by or on behalf of the Indenture Trustee (collectively, the "Indenture Trustee Information"), or
(B) the omission or alleged omission to state in the Indenture Trustee Information a material fact required to be
stated in the Indenture 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 Indenture Trustee to deliver any information, report,
certification, or other material when and as required under this Article IX, other than a failure by the
Indenture Trustee to deliver an accountants' attestation.
(b) In the case of any failure of performance described in clause (ii) of Section 9.05(a), as well
as a failure to deliver an accountants' attestation, the Indenture Trustee shall (i) promptly reimburse the
Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report,
certification, accountants' attestation or other material not delivered by the Indenture Trustee as required and
(ii) cooperate with the Depositor to mitigate any damages that may result from such failure.
(c) The Depositor and the Servicer shall indemnify the Indenture Trustee, each affiliate of the
Indenture Trustee and the respective present and former directors, officers, employees and agents of the
Indenture 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 under this Servicing Agreement by or on behalf of the
Depositor or Servicer 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 9.05 to the contrary, the parties agree that none
of the Indenture Trustee, the Depositor or the Servicer 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.
44
IN WITNESS WHEREOF, the Servicer, the Issuer and the Indenture Trustee have caused this Agreement to be
duly executed by their respective officers or representatives all as of the day and year first above written.
GMAC MORTGAGE, LLC,
as Servicer
By: __________________________________________
Name:
Title:
GMACM HOME EQUITY LOAN TRUST
2007-HE1, as Issuer
By: Wilmington Trust Company, not in its individual
capacity but solely as Owner Trustee
By: ___________________________________________
Name:
Title:
THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Indenture Trustee
By: ___________________________________________
Name:
Title:
45
EXHIBIT A
MORTGAGE LOAN SCHEDULE
[ON FILE WITH THE INDENTURE TRUSTEE]
A-1
EXHIBIT B
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PREMISES:
That The Bank of New York Trust Company, N.A., as indenture trustee (the "Indenture Trustee"), under the
indenture dated as of March 29, 2007 (the "Indenture"), between GMACM Home Equity Loan Trust 2007-HE1, as issuer
and the Indenture Trustee, a national banking association organized and existing under the laws of the United
States of America, and having its principal office located at 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxxxxx 00000, hath made, constituted and appointed, and does by these presents make, constitute and appoint
GMAC Mortgage, LLC, a limited liability company organized and existing under the laws of the State of Delaware,
its true and lawful Attorney-in-Fact, with full power and authority to sign, execute, acknowledge, deliver, file
for record, and record any instrument on its behalf and to perform such other act or acts as may be customarily
and reasonably necessary and appropriate to effectuate the following enumerated transactions in respect of any of
the Mortgages securing a Mortgage Loan and the related Mortgage Notes for which the undersigned is acting as
Indenture Trustee for various Securityholders (whether the undersigned is named therein as mortgagee or
beneficiary or has become mortgagee by virtue of endorsement of such Mortgage Note secured by any such Mortgage)
and for which GMAC Mortgage, LLC is acting as Servicer pursuant to a Servicing Agreement dated as of March 29,
2007 (the "Servicing Agreement").
This appointment shall apply to the following enumerated transactions only:
1. The modification or re-recording of a Mortgage, where said modification or re-recording is for the
purpose of correcting the Mortgage to conform same to the original intent of the parties thereto or to
correct title errors discovered after such title insurance was issued and said modification or
re-recording, in either instance, does not adversely affect the Lien of the Mortgage as insured.
2. The subordination of the Lien of a Mortgage to an easement in favor of a public utility company or a
government agency or unit with powers of eminent domain; this section shall include, without limitation,
the execution of partial satisfactions/releases, partial reconveyances or the execution of requests to
trustees to accomplish same.
3. With respect to a Mortgage, the foreclosure, the taking of a deed in lieu of foreclosure, or the
completion of judicial or non-judicial foreclosure or termination, cancellation or rescission of any
such foreclosure, including, without limitation, any and all of the following acts:
a. The substitution of trustee(s) serving under a Mortgage, in accordance with state law and the
Mortgage;
b. the preparation and issuance of statements of breach or non-performance;
c. the preparation and filing of notices of default and/or notices of sale;
B-1
d. Cancellations/rescissions of notices of default or notices of sale;
e. The taking of a deed in lieu of foreclosure; and
f. The preparation and execution of such other documents and the performance of such other actions
as may be necessary under the terms of the Mortgage or state law to expeditiously complete said
transactions in this paragraph 3.
4. The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to
be acquired as real estate owned, or conveyance of title to real estate owned.
5. The completion of loan assumption agreements and modification agreements.
6. The full satisfaction/release of a Mortgage or full reconveyance upon payment and discharge of all sums
secured thereby, including, without limitation, cancellation of the related Mortgage Note.
7. The assignment of any Mortgage and the related Mortgage Note, in connection with the repurchase of the
Mortgage Loan secured and evidenced thereby.
8. The full assignment of a Mortgage upon payment and discharge of all sums secured thereby in conjunction
with the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.
9. The modification or re-recording of a Mortgage, where said modification or re-recording is for the
purpose of any modification pursuant to Section 3.01 of the Servicing Agreement.
10. The execution of partial satisfactions/releases pursuant to Section 3.01 of the Servicing Agreement.
Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in
Appendix A to the Indenture.
This Power of Attorney is effective for one (1) year from the date hereof or the earlier of
(i) revocation by the Indenture Trustee, (ii) the Attorney shall no longer be retained on behalf of the Indenture
Trustee or an affiliate of the Indenture Trustee; or (iii) the expiration of one year from the date of execution.
The authority granted to the attorney-in-fact by the Power of Attorney is not transferable to any other
party or entity.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York
without regard to its conflicts of law principles.
All actions heretofore taken by said Attorney, which the Attorney could properly have taken pursuant to
this Power of Attorney, be, and hereby are, ratified and affirmed.
B-2
IN WITNESS WHEREOF, The Bank of New York Trust Company, N.A., as Indenture Trustee, and these present to
be signed and acknowledged in its name and behalf by ___________________ its duly elected and authorized Senior
Vice President this _______ day of ___________________, 200_.
The Bank of New York Trust Company, N.A.
By: _____________________________________
Name: ___________________________________
Title: __________________________________
Witness _________________________________
Printed Name:
Witness__________________________________
Printed Name:
B-3
ACKNOWLEDGEMENT
STATE OF_________________________________________
COUNTY OF________________________________________
Personally appeared before me the above-named _________________________, known or proved to me to be the
same person who executed the foregoing instrument and to be the [Title] The Bank of
New York Trust Company, N.A., as Trustee for __________ _______, and acknowledged that s/he executed the same as
her/his free act and deed and the free act and deed of the Trustee.
Subscribed and sworn before me this _______ day of _______________, 200__.
_________________________________________
NOTARY PUBLIC
My Commission expires:___________________
B-4
EXHIBIT C
FORM OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with your administration of the Mortgage Loans, we request the release of the Mortgage File
described below.
Servicing Agreement Dated:
Series #:
Account #:
Pool #:
Loan #:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan
Prepaid in Full Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection with such payments which are
required to be deposited have been or will be so deposited as provided in the Servicing Agreement."
____________________________________
GMAC Mortgage, LLC
Authorized Signature
****************************************************************************************************************
TO CUSTODIAN: Please acknowledge this request, and check off documents being enclosed with a copy of this form.
You should retain this form for your files in accordance with the terms of the Servicing Agreement.
Enclosed Documents: [__] Mortgage Note
Name________________________________
Title_______________________________
Date________________________________
C-1
EXHIBIT D-1
FORM OF FORM 10-K CERTIFICATION
I, [identify the certifying individual], certify that:
1. I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in
respect of the period covered by this report on Form 10-K of the trust (the Exchange Act periodic reports)
pursuant to the Servicing Agreement dated March 29, 2007 (the "Agreement") among GMAC Mortgage, LLC (the
"Servicer"), Home Loan Trust 2007-HE1 (the "Issuer") and The Bank of New York Trust Company, N.A. (the "Indenture
Trustee") and acknowledged and agreed to by Residential Asset Mortgage Products, Inc;
2. Based on my knowledge, Exchange Act periodic reports, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the servicing information required to be provided to the Indenture
Trustee by the Servicer under the Servicing Agreement is included in these reports;
3. Based on my knowledge, all of the distribution, servicing and other information required to be
provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;
4. I am responsible for reviewing the activities performed by the Servicer and based on my
knowledge and the compliance review conducted in preparing the servicer compliance statement required in this
report under Item 1123 of Regulation AB and except as disclosed in the Exchange Act periodic reports, the
Servicer has fulfilled its obligations under the Agreement; and
5. All of the reports on assessment of compliance with servicing criteria for asset-backed
securities and their related attestation reports on assessment of compliance with servicing criteria for
asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise
disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed
in this report on Form 10-K.
D-1-1
In giving the certifications above, I have reasonably relied on the information provided to me by the
following unaffiliated parties: [the Indenture Trustee]
IN WITNESS WHEREOF, I have duly executed this certificate as of _________, 20__.
____________________________*
Name:
Title:
* to be signed by the senior officer in charge of the servicing functions of the Servicer
D-1-2
EXHIBIT D-2
FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE
The undersigned, a Responsible Officer of The Bank of New York Trust Company, N.A., (the "Indenture
Trustee") certifies that:
(a) The Indenture Trustee has performed all of the duties specifically required to be performed by
it pursuant to the provisions of the Servicing Agreement dated as of March 29, 2007 (the "Agreement") by and
among GMACM Home Equity Loan Trust 2007-HE1, as depositor, GMAC Mortgage, LLC, as Servicer, and the Indenture
Trustee in accordance with the standards set forth therein.
(b) Based on my knowledge, the information that is provided by the Indenture Trustee pursuant to
Section 4.02(b) of the Agreement is accurate as of the last day of the 20[__] calendar year.
Capitalized terms used and not defined herein shall have the meanings given such terms in the Agreement.
IN WITNESS WHEREOF, I have duly executed this certificate as of _________, 20[__].
____________________________*
Name:
Title:
D-2-1
EXHIBIT E
SERVICING CRITERIA
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by the Indenture Trustee shall address, at a minimum, the
criteria identified as below as "Applicable Servicing Criteria":
_________________________________________________________________________________________________________________
Applicable Servicing
Servicing Criteria Criteria
_________________________________________________________________________________________________________________
Reference Criteria
_________________________________________________________________________________________________________________
General Servicing Considerations
_________________________________________________________________________________________________________________
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance
or other triggers and events of default in accordance with the
transaction agreements.
_________________________________________________________________________________________________________________
1122(d)(1)(ii) If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
_________________________________________________________________________________________________________________
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the pool assets are maintained.
_________________________________________________________________________________________________________________
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
_________________________________________________________________________________________________________________
Cash Collection and Administration
_________________________________________________________________________________________________________________
1122(d)(2)(i) Payments on pool assets are deposited into the appropriate
custodial bank accounts and related bank clearing accounts no more X (as to accounts
than two business days following receipt, or such other number of held by Indenture
days specified in the transaction agreements. Trustee)
_________________________________________________________________________________________________________________
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to X (as to investors
an investor are made only by authorized personnel. only)
_________________________________________________________________________________________________________________
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
_________________________________________________________________________________________________________________
1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of X (as to accounts
overcollateralization, are separately maintained (e.g., with held by Indenture
respect to commingling of cash) as set forth in the transaction Trustee)
agreements.
_________________________________________________________________________________________________________________
1122(d)(2)(v) Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.*
_________________________________________________________________________________________________________________
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized
access.
_________________________________________________________________________________________________________________
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
_________________________________________________________________________________________________________________
D-2-2
_________________________________________________________________________________________________________________
Applicable Servicing
Servicing Criteria Criteria
_________________________________________________________________________________________________________________
Reference Criteria
_________________________________________________________________________________________________________________
Investor Remittances and Reporting
_________________________________________________________________________________________________________________
1122(d)(3)(i) Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of pool assets serviced by the
servicer.
_________________________________________________________________________________________________________________
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance X
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
_________________________________________________________________________________________________________________
1122(d)(3)(iii) Disbursements made to an investor are posted within two business
days to the servicer's investor records, or such other number of X
days specified in the transaction agreements.
_________________________________________________________________________________________________________________
1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank X
statements.
_________________________________________________________________________________________________________________
Pool Asset Administration
_________________________________________________________________________________________________________________
1122(d)(4)(i) Collateral or security on pool assets is maintained as required by
the transaction agreements or related asset pool documents.
_________________________________________________________________________________________________________________
1122(d)(4)(ii) Pool assets and related documents are safeguarded as required by
the transaction agreements
_________________________________________________________________________________________________________________
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
_________________________________________________________________________________________________________________
1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in accordance
with the related pool asset documents are posted to the servicer's
obligor records maintained no more than two business days after
receipt, or such other number of days specified in the transaction
agreements, and allocated to principal, interest or other items
(e.g., escrow) in accordance with the related pool asset documents.
_________________________________________________________________________________________________________________
1122(d)(4)(v) The servicer's records regarding the pool assets agree with the
servicer's records with respect to an obligor's unpaid principal
balance.
_________________________________________________________________________________________________________________
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's pool
asset (e.g., loan modifications or re-agings) are made, reviewed
and approved by authorized personnel in accordance with the
transaction agreements and related pool asset documents.
_________________________________________________________________________________________________________________
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
_________________________________________________________________________________________________________________
1122(d)(4)(viii) Records documenting collection efforts are maintained during the
period a pool asset is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent pool assets including, for example, phone calls, letters
and payment rescheduling plans in cases where delinquency is deemed
temporary (e.g., illness or unemployment).
_________________________________________________________________________________________________________________
1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool assets
with variable rates are computed based on the related pool asset
documents.
_________________________________________________________________________________________________________________
D-2-3
_________________________________________________________________________________________________________________
Applicable Servicing
Servicing Criteria Criteria
_________________________________________________________________________________________________________________
Reference Criteria
_________________________________________________________________________________________________________________
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the
obligor's pool asset documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable pool asset documents and state laws; and
(C) such funds are returned to the obligor within 30 calendar days
of full repayment of the related pool asset, or such other number
of days specified in the transaction agreements.
_________________________________________________________________________________________________________________
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
_________________________________________________________________________________________________________________
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be
made on behalf of an obligor are paid from the servicer's funds and
not charged to the obligor, unless the late payment was due to the
obligor's error or omission.
_________________________________________________________________________________________________________________
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer,
or such other number of days specified in the transaction
agreements.
_________________________________________________________________________________________________________________
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction
agreements.
_________________________________________________________________________________________________________________
1122(d)(4)(xv) Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained X
as set forth in the transaction agreements.
_________________________________________________________________________________________________________________
* Subject to clarification by the Commission.
D-2-4
