SUBSEQUENT TRANSFER AGREEMENT
Pursuant to this Subsequent Transfer Agreement (the "Agreement"), dated as of
November 27, 2006, between GMAC Mortgage, LLC, as seller (the "Seller"), and GMACM Home
Equity Loan Trust 2006-HE4, as issuer (the "Issuer"), and pursuant to the mortgage loan
purchase agreement dated as of September 27, 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, National Association, 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").
Capitalized terms used and not defined herein have their respective meanings as set
forth in Appendix A to the indenture dated as of September 27, 2006, between the Issuer and
the Indenture Trustee, which meanings are incorporated by reference herein. All other
capitalized terms used herein shall have the meanings specified herein.
Section 1. Sale of Subsequent Mortgage Loans.
(a) The Seller does hereby sell, transfer, assign, set over and convey to the
Issuer, without recourse, all of its right, title and interest in and to the Subsequent
Mortgage Loans (including the Subsequent Cut-Off Date Principal Balance now existing and all
Additional Balances thereafter arising to and including the date immediately preceding the
commencement of the Rapid Amortization Period), all principal received and interest thereon
on and after the Subsequent Cut-Off Date, all monies due or to become due thereon and all
items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.2
of the Mortgage Loan Purchase Agreement; provided, however, that the Seller reserves and
retains all right, title and interest in and to principal received and interest accruing on
the Subsequent Mortgage Loans prior to the Subsequent Cut-Off Date. The Seller,
contemporaneously with the delivery of this Agreement, has delivered or caused to be
delivered to the Indenture Trustee each item set forth in Section 2.2 of the Mortgage Loan
Purchase Agreement.
The transfer to the Issuer by the Seller of the Subsequent Mortgage Loans identified
on the Mortgage Loan Schedule shall be absolute and is intended by the parties hereto to
constitute a sale by the Seller to the Issuer on the Subsequent Transfer Date of all the
Seller's right, title and interest in and to the Subsequent Mortgage Loans, and other
property as and to the extent described above, and the Issuer hereby acknowledges such
transfer. In the event the transactions set forth herein shall be deemed not to be a sale,
the Seller hereby grants to the Issuer as of the Subsequent Transfer Date a security
interest in all of the Seller's right, title and interest in, to and under all accounts,
chattel papers, general intangibles, contract rights, certificates of deposit, deposit
accounts, instruments, documents, letters of credit, money, payment intangibles, advices of
credit, investment property, goods and other property consisting of, arising under or
related to the Subsequent Mortgage Loans, and such other property, to secure all of the
Issuer's obligations hereunder, and this Agreement shall constitute a security agreement
under applicable law. The Seller agrees to take or cause to be taken such actions and to
execute such documents, including without limitation the filing of all necessary UCC-1
financing statements filed in the State of Delaware and the Commonwealth of Pennsylvania
(which shall be submitted for filing as of the Subsequent Transfer Date), any continuation
statements with respect thereto and any amendments thereto required to reflect a change in
the name or corporate structure of the Seller or the filing of any additional UCC-1
financing statements due to the change in the principal office or jurisdiction of
incorporation of the Seller, as are necessary to perfect and protect the Issuer's interests
in each Subsequent Mortgage Loan and the proceeds thereof.
(b) The expenses and costs relating to the delivery of the Subsequent Mortgage
Loans, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller.
(c) Additional terms of the sale are set forth on Attachment A hereto.
Section 2. Representations and Warranties; Conditions Precedent.
(a) The Seller hereby affirms the representations and warranties made by it and
set forth in Section 3.1 of the Mortgage Loan Purchase Agreement that relate to the Seller
or the Subsequent Mortgage Loans as of the date hereof. The Seller hereby confirms that
each of the conditions set forth in Section 2.2(b) of the Mortgage Loan Purchase Agreement
are satisfied as of the date hereof and further represents and warrants that each Subsequent
Mortgage Loan complies with the requirements of this Agreement and Section 2.2(c) of the
Mortgage Loan Purchase Agreement. GMACM, as Servicer of the Subsequent Mortgage Loans
hereby affirms the representations and warranties made by it regarding the Subsequent
Mortgage Loans as set forth in Section 3.1 of the Mortgage Loan Purchase Agreement.
(b) The Seller is solvent, is able to pay its debts as they become due and has
capital sufficient to carry on its business and its obligations hereunder; it will not be
rendered insolvent by the execution and delivery of this Agreement or by the performance of
its obligations hereunder nor is it aware of any pending insolvency; no petition of
bankruptcy (or similar insolvency proceeding) has been filed by or against the Seller prior
to the date hereof.
(c) All terms and conditions of the Mortgage Loan Purchase Agreement relating to
the Subsequent Mortgage Loans are hereby ratified and confirmed; provided, however, that in
the event of any conflict the provisions of this Agreement shall control over the
conflicting provisions of the Mortgage Loan Purchase Agreement.
Section 3. Recordation of Instrument. To the extent permitted by applicable law
or a memorandum thereof if permitted under applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all of the
counties or other comparable jurisdictions in which any or all of the properties subject to
the related Mortgages are situated, and in any other appropriate public recording office or
elsewhere, such recordation to be effected by the Servicer at the Noteholders' expense on
direction of the Noteholders of Notes representing not less than a majority of the aggregate
Note Balance of the Notes or the Enhancer, but only when accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects the
interests of the Noteholders or the Enhancer or is necessary for the administration or
servicing of the Subsequent Mortgage Loans.
Section 4. GOVERNING LAW. THIS INSTRUMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 5. Counterparts. This Instrument may be executed in counterparts, each of
which, when so executed, shall be deemed to be an original and together shall constitute one
and the same instrument.
Section 6. Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the Seller and the Issuer and their respective successors and assigns.
GMAC MORTGAGE, LLC,
as Seller
By: __________________________________________
Name: XXXXXXXX X. XXXXXX
Title: VICE PRESIDENT
GMACM HOME EQUITY LOAN TRUST 2006-HE4, as Issuer
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as
Owner Trustee
By: ________________________________________________
Name:
Title:
GMAC MORTGAGE, LLC,
as Servicer
By: _______________________________________________
Name: XXXXXXXX X. XXXXXX
Title: VICE PRESIDENT
Attachments
A. Additional terms of sale.
B. Schedule of Subsequent Mortgage Loans.
C. Seller's Officer's Certificate.
D. Seller's Officer's Certificate (confirmation of Enhancer approval).
GMACM HOME EQUITY LOAN TRUST 2006-HE4 (PRE-FUNDING)
ATTACHMENT A TO SUBSEQUENT TRANSFER AGREEMENT
November 27, 2006
A.
1. Subsequent Cut-Off Date: October 31, 2006
2. Subsequent Transfer Date: November 27, 2006
3. Aggregate Principal Balance of the Subsequent Mortgage Loans as $87,021,406.60
of the Subsequent Cut-Off Date:
4. Purchase Price: 100.00%
B.
As to all Subsequent Mortgage Loans:
1. Longest stated term to maturity: 300.00 months
2. Minimum Loan Rate: 6.750
3. Maximum Loan Rate: 16.500
4. WAC of all Subsequent Mortgage Loans: 8.4143
5. WAM of all Subsequent Mortgage Loans: 0.1643
6. Largest Principal Balance: $722,600.00
7. Non-owner occupied Mortgaged Properties: 2.46 %
8. California zip code concentrations: 24.84% and 3.40%
9. Condominiums: 7.74 %
10. Single-family: 90.62 %
11. Weighted average term since origination: 185.628
12. Principal balance of Subsequent Mortgage Loans with respect to $1,893,475.32
which the Mortgagor is an employee of GMACM or an affiliate of
GMACM:
13. Number of Subsequent Mortgage Loans with respect to which the 2.18%
Mortgagor is an employee of GMACM or an affiliate of GMACM:
EXHIBIT 3
ADDITION NOTICE
DATE: November 27, 0000
Xxx Xxxx xx Xxx Xxxx Trust Company, XX Xxxxx'x Investors Service, Inc.
000 X. Xxxxxx Xxxxxx, 00xx Floor 00 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000 Xxx Xxxx, Xxx Xxxx 00000
MBIA Insurance Corporation Standard & Poor's, a division of The
000 Xxxx Xxxxxx XxXxxx-Xxxx Companies, Inc.
Xxxxxx, XX 00000 00 Xxxxx Xxxxxx
Attention: Insured Portfolio Management Xxx Xxxx, Xxx Xxxx 00000-0000
Structured Finance
Re: GMACM Home Equity Loan Trust 2006-HE4
Wilmington Trust Company
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Re: GMACM Home Equity Loan Trust 2006-HE4 (Pre-Funding)
Ladies and Gentlemen:
Pursuant to Section 2.2 of the mortgage loan purchase agreement dated as of
September 27, 2006 (the "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, GMACM Home Equity Loan Trust 2006-HE4, as Issuer and The Bank
of New York Trust Company, National Association, as Indenture Trustee, the Seller has
designated the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached
hereto to be sold to the Issuer on November 27, 2006, with an aggregate Principal Balance of
$87,021,406.60. Capitalized terms not otherwise defined herein have the meaning set forth
in the Appendix A to the indenture dated as of September 27, 2006, between the Issuer and
the Indenture Trustee.
Please acknowledge your receipt of this notice by countersigning the enclosed copy in
the space indicated below and returning it to the attention of the undersigned.
Very truly yours,
GMAC MORTGAGE, LLC,
as Seller
By: _____________________________________
Name: XXXXXXXX X. XXXXXX
Title: VICE PRESIDENT
ACKNOWLEDGED AND AGREED:
THE BANK OF NEW YORK TRUST COMPANY NATIONAL ASSOCIATION, as Successor,
as Indenture Trustee
By: _______________________________
Name:
Title:
