as Seller and Servicer, WALNUT GROVE MORTGAGE LOAN TRUST 2003-A,Mortgage Loan Purchase Agreement • December 21st, 2006 • GMACM Home Equity Loan Trust 2006-He5 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (the "Agreement"), dated as of November 29, 2006, is made among GMAC Mortgage, LLC, 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-HE5, as issuer (the "Issuer"), and The Bank of New York Trust Company, N.A., 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 Mortgage Loa
and THE BANK OF NEW YORK TRUST COMPANY, N.A. as Indenture Trustee SERVICING AGREEMENT Dated as of November 29, 2006 _________________________Servicing Agreement • December 14th, 2006 • GMACM Home Equity Loan Trust 2006-He5 • Asset-backed securities • New York
This Servicing Agreement, dated as of November 29, 2006 (the "Agreement"), is among GMAC Mortgage, LLC, as servicer (the "Servicer"), the GMACM Home Equity Loan Trust 2006-HE5, 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
TRUST AGREEMENT Dated as of November 29, 2006Trust Agreement • December 14th, 2006 • GMACM Home Equity Loan Trust 2006-He5 • Asset-backed securities • Delaware
This trust agreement, dated as of November 29, 2006 (as amended from time to time, the "Trust Agreement"), is between Residential Asset Mortgage Products, Inc., a Delaware corporation, as depositor (the "Depositor"), and Wilmington Trust Company, a Delaware banking corporation, as owner trustee (the "Owner Trustee"). WITNESSETH: WHEREAS, the Depositor and the Owner Trustee desire to form a Delaware statutory trust; NOW, THEREFORE, in consideration of the mutual agreements herein contained, the Depositor and the Owner Trustee agree as follows:
EXECUTION COPY GMACM HOME EQUITY LOAN TRUST 2006-HE5, Issuer, and THE BANK OF NEW YORK TRUST COMPANY, N.A., Indenture Trustee INDENTURE Dated as of November 29, 2006 GMACM HOME EQUITY LOAN-BACKED TERM NOTES RECONCILIATION AND TIE BETWEEN TRUST...GMACM Home Equity Loan Trust 2006-He5 • December 14th, 2006 • Asset-backed securities • New York
This Indenture, dated as of November 29, 2006, is between GMACM Home Equity Loan Trust 2006-HE5, a Delaware statutory trust, as issuer (the "Issuer"), and The Bank of New York Trust Company, N.A., 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 and the Enhancer of the Issuer's Series 2006-HE5 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 e
SUBSEQUENT TRANSFER AGREEMENTSubsequent Transfer Agreement • December 29th, 2006 • GMACM Home Equity Loan Trust 2006-He5 • Asset-backed securities • New York
Pursuant to this Subsequent Transfer Agreement (the “Agreement”), dated as of December 26,2006, between GMAC Mortgage, LLC, as seller (the “Seller”), and GMACM Home Equity Loan Trust 2006-HE5, as issuer (the “Issuer”), and pursuant to the mortgage loan purchase agreement dated as of November 29, 2006 (the “Mortgage Loan Purchase Agreement”), among GMAC Mortgage, LLC, as a seller and servicer, Walnut Grove Mortgage Loan Trust 2003-A, as a Seller, Residential Asset Mortgage Products, Inc., as purchaser (the “Purchaser”), the Issuer and The Bank of New York Trust Company, N.A., as indenture trustee (the “Indenture Trustee”), the Seller and the Issuer agree to the sale by the Seller and the purchase by the Issuer of the mortgage loans listed on the attached Schedule of Subsequent Mortgage Loans (the “Subsequent Mortgage Loans”).
