8-K 1 he28kpsa.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2006 RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., on behalf of the GMACM Home Equity Loan Trust 2006-HE2 (Exact name of registrant as specified in its charter) Delaware 333-131211-05 41-1955181 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 8400 Normandale Lake Blvd., Suite 250 Minneapolis, MN 55437 ----------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (952) 857-7000 N/A -------------------------------------------------------------------------------- (Former name or address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) INFORMATION TO BE INCLUDED IN THE REPORT SECTION 8 -- OTHER EVENTS ITEM 8.01. OTHER EVENTS. On June 29, 2006, Residential Asset Mortgage Products, Inc. caused the issuance and sale of the GMACM Home Equity Loan-Backed Term Notes, Series 2006-HE2, pursuant to the Indenture, dated as of June 29, 2005, between GMACM Home Equity Loan Trust 2006-HE2, as issuer and JPMorgan Chase Bank, National Association, as Indenture Trustee. SECTION 9 -- FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01(D). EXHIBITS. Exhibits (execution copies). The following execution copies of Exhibits to the Form S-3 Registration Statement of the Registrant are hereby filed: 4.1 Servicing Agreement, dated as of June 29, 2006, among GMAC Mortgage Corporation, as servicer, the GMACM Home Equity Loan Trust 2006-HE2, as issuer, and JPMorgan Chase Bank, National Association, as indenture trustee. 4.2 Trust Agreement, dated as of June 29, 2006, between Residential Asset Mortgage Products, Inc., as depositor, and Wilmington Trust Company, as owner trustee. 4.3 Indenture, dated as of June 29, 2006, between the GMACM Home Equity Loan Trust 2006-HE2, as issuer, and JPMorgan Chase Bank, National Association, as indenture trustee. 10.1 Mortgage Loan Purchase Agreement, dated as of June 29, 2006, among GMAC Mortgage Corporation, as seller, Walnut Grove Mortgage Loan Trust 2003-A, as seller, Residential Asset Mortgage Products, Inc., as purchaser, GMACM Home Equity Loan Trust 2006-HE2, as issuer, and JPMorgan Chase Bank, National Association, as indenture trustee. 10.2 The Financial Guaranty Insurance Policy, dated as of June 29, 2006, Policy No. 06030080, issued by Financial Guaranty Insurance Company. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC. By: /s/ Sandy Blitzer Name: Sandy Blitzer Title: Vice President Dated: July 13, 2006 Exhibit Index Exhibit 4.1 Servicing Agreement, dated as of June 29, 2006, among GMAC Mortgage Corporation, as servicer, the GMACM Home Equity Loan Trust 2005-HE2, as issuer, and JPMorgan Chase Bank, National Association, as indenture trustee. 4.2 Trust Agreement, dated as of June 29, 2006, between Residential Asset Mortgage Products, Inc., as depositor, and Wilmington Trust Company, as owner trustee. 4.3 Indenture, dated as of June 29, 2006, between the GMACM Home Equity Loan Trust 2005-HE2, as issuer, and JPMorgan Chase Bank, National Association, as indenture trustee. 10.1 Mortgage Loan Purchase Agreement, dated as of June 29, 2006, among GMAC Mortgage Corporation, as seller, Walnut Grove Mortgage Loan Trust 2003-A, as seller, Residential Asset Mortgage Products, Inc., as purchaser, GMACM Home Equity Loan Trust 2005-HE2, as issuer, and JPMorgan Chase Bank, National Association, as indenture trustee. 10.2 The Financial Guaranty Insurance Policy, dated as of June 29, 2006, Policy No. 06030080, issued by Financial Guaranty Insurance Company.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 28, 2006

RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.

ON BEHALF OF THE

GMACM Home Equity Loan Trust 2006-HE2

(Exact name of registrant as specified in its charter)

Delaware	333-131211-05	41-1955181
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8400 Normandale Lake Blvd., Suite 250 Minneapolis, MN 55437

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (952) 832-7000

N/A

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 8.01. Other Events.

On or about June 29, 2006, the GMACM Home Equity Loan Trust 2006-HE2 (the "Trust") will issue GMACM Home Equity Loan-Backed Term Notes, Series 2006-HE2, including the following publicly-offered classes: Class A-1, Class A-2, Class A-3 and Class A-4 (the "Term Notes").

On June 27, 2006, Orrick, Herrington & Sutcliffe LLP delivered its legality opinion with respect to the Term Notes and its opinion with respect to certain federal income tax matters.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Not applicable (b) Not applicable (c) Exhibits: The following are filed as Exhibits to this Report:

Exhibit Number

5.1	Opinion of Orrick, Herrington & Sutcliffe LLP.
8.1	Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1	Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 5.1).
23.2	Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 8.1).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC. By: /s/ Patricia C. Taylor Name: Patricia C. Taylor Title: Vice President

Dated: June 28, 2006

Exhibit Index

Exhibit 5.1

Opinion of Orrick, Herrington & Sutcliffe LLP.

Exhibit 8.1

Opinion of Orrick, Herrington & Sutcliffe LLP.

Exhibit 23.1

Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 5.1).

Exhibit 23.2

Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 8.1).

Filing Compare · GMACM Home Equity Loan Trust 2006-HE2