SUBSEQUENT TRANSFER AGREEMENT
Pursuant to this Subsequent Transfer Agreement (the "Agreement"), dated
as of July 25, 2007, between GMAC Mortgage, LLC, as seller (the "Seller"), and
GMACM Home Equity Loan Trust 2007-HE2, as issuer (the "Issuer"), and pursuant to
the mortgage loan purchase agreement dated as of March 29, 2007 (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").
Capitalized terms used and not defined herein have their respective
meanings as set forth in Appendix A to the indenture dated as of March 29, 2007,
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, 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.
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(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 AGREEMENT 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 Agreement 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:
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Name: XXXXX XXXXXXX
Title: VICE PRESIDENT
GMACM HOME EQUITY LOAN TRUST 2007-HE2, 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:
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Name: XXXXX XXXXXXX
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 2007-HE2 (Pre-Funding)
ATTACHMENT A TO SUBSEQUENT TRANSFER AGREEMENT
July 25, 2007
A.
1. Subsequent Cut-Off Date: June 30, 2007
2. Subsequent Transfer Date: July 25, 2007
3. Aggregate Principal Balance of the Subsequent Mortgage Loans as of the $320,145,368.62
Subsequent Cut-Off Date:
4. Purchase Price: 100.00%
B.
As to all Subsequent Mortgage Loans:
1. Longest stated term to maturity: 360
2. Minimum Loan Rate: 7.000
3. Maximum Loan Rate: 14.150
4. WAC of all Subsequent Mortgage Loans: 8.878
5. Largest Principal Balance: $515,000.00
6. California and Michigan zip code concentrations: 17.57% and 3.63%
7. Condominiums: 5.78%
8. Single-family: 92.79 %
9. Weighted average term since origination: 221.43%
10. Principal balance of Subsequent Mortgage Loans with respect to which the $6,383,224.00
Mortgagor is an employee of GMACM or an affiliate of GMACM:
11. Number of Subsequent Mortgage Loans with respect to which the
Mortgagor is an 1.99% employee of GMACM or an affiliate of GMACM:
EXHIBIT 3
ADDITION NOTICE
DATE: July 25, 0000
Xxx Xxxx xx Xxx Xxxx Trust Company, X.X. Xxxxx'x Investors Service, Inc.
0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 00 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
..
MBIA Insurance Corporation Standard & Poor's, a division of The XxXxxx-Xxxx
000 Xxxx Xxxxxx Companies, Inc.
Xxxxxx, Xxx Xxxx 00000 00 Xxxxx Xxxxxx
Attn: Insured Portfolio Management - Xxx Xxxx, Xxx Xxxx 00000-0000
Structured Finance
Re: GMACM Home Equity Loan Trust 2007-HE1
Wilmington Trust Company
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Re: GMACM Home Equity Loan Trust 2007-HE1
Ladies and Gentlemen:
Pursuant to Section 2.2 of the mortgage loan purchase agreement dated
as of March 29, 2007 (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 2007-HE1, as Issuer and The Bank of New York Trust Company, N.A., 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 July 25, 2007, with an aggregate Principal Balance of $320,145,368.62.
Capitalized terms not otherwise defined herein have the meaning set forth in the
Appendix A to the indenture dated as of March 29, 2007, 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:
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Name: XXXXX XXXXXXX
Title: VICE PRESIDENT
ACKNOWLEDGED AND AGREED:
THE BANK OF NEW YORK TRUST COMPANY NATIONAL
ASSOCIATION,
as Indenture Trustee
By:
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Name:
Title:
