0001357280-06-000008 Sample Contracts

as Purchaser, GMAC MORTGAGE CORPORATION,
Mortgage Loan Purchase Agreement • April 14th, 2006 • GMACM Home Equity Loan Trust 2006-He1 • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (the "Agreement"), dated as of March 30, 2006, is made among GMAC Mortgage Corporation, as seller ("GMACM") and as servicer (in such capacity, the "Servicer"), Walnut Grove Mortgage Loan Trust 2003-A, as seller ("WG Trust 2003" and, together with GMACM, each a "Seller" and collectively, the "Sellers"), Residential Asset Mortgage Products, Inc., as purchaser (the "Purchaser"), GMACM Home Equity Loan Trust 2006-HE1, as issuer (the "Issuer"), and JPMorgan Chase Bank, National Association, as indenture trustee (the "Indenture Trustee"). WITNESSETH: WHEREAS, GMACM, in the ordinary course of its business acquires and originates home equity loans and acquired or originated all of the home equity loans listed on the Mortgage Loan Schedule attached as Exhibit 1 hereto (the "Initial Mortgage Loans"); WHEREAS, GMACM sold a portion of the Initial Mortgage Loans (the "WG Trust 2003 Initial Mortgage Loans") and intends to sell a portion of the Subsequent Mortgag

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GMAC MORTGAGE CORPORATION as Servicer,
Servicing Agreement • April 14th, 2006 • GMACM Home Equity Loan Trust 2006-He1 • Asset-backed securities • New York

This Servicing Agreement, dated as of March 30, 2006 (the "Agreement"), is among GMAC Mortgage Corporation, as servicer (the "Servicer"), the GMACM Home Equity Loan Trust 2006-HE1, as issuer (the "Issuer"), and JPMorgan Chase Bank, National Association, as indenture trustee (the "Indenture Trustee"). WITNESSETH: WHEREAS, pursuant to the terms of the Purchase Agreement (as defined herein), GMAC Mortgage Corporation, 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, and thereafter all Additional Balances created on or afte

RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
Trust Agreement • April 14th, 2006 • GMACM Home Equity Loan Trust 2006-He1 • Asset-backed securities • Delaware

TABLE OF CONTENTS PAGE ARTICLE I Definitions...............................................................1 Section 1.01. Definitions.......................................................1 Section 1.02. Other Definitional Provisions.....................................1 ARTICLE II Organization..............................................................2 Section 2.01. Name..............................................................2 Section 2.02. Office............................................................2 Section 2.03. Purposes and Powers...............................................2 Section 2.04. Appointment of Owner Trustee......................................3 Section 2.05. Initial Capital Contribution of Trust Estate......................3 Section 2.06. Declaration of Trust..............................................3 Section 2.07. Title to Trust Property...........................................4 Section 2.08. Situs of Trust......................................

and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, Indenture Trustee
GMACM Home Equity Loan Trust 2006-He1 • April 14th, 2006 • Asset-backed securities • New York

This Indenture, dated as of March 30, 2006, is between GMACM Home Equity Loan Trust 2006-HE1, a Delaware statutory trust, as issuer (the "Issuer"), and JPMorgan Chase Bank, National Association., as indenture trustee (the "Indenture Trustee"). WITNESSETH: Each party hereto agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Noteholders of the Issuer's Series 2006-HE1 GMACM Home Equity Loan-Backed Term Notes (the "Notes"). GRANTING CLAUSE: The Issuer hereby Grants to the Indenture Trustee on the Closing Date, as trustee for the benefit of the Noteholders and the Enhancer, all of the Issuer's right, title and interest in and to all accounts, chattel paper, general intangibles, contract rights, payment intangibles, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to whether now existing or hereaft

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