SUBSEQUENT TRANSFER AGREEMENT
Pursuant to this Subsequent Transfer Agreement (the "Agreement"), dated
as of April 25th, 2006 between GMAC Mortgage Corporation, as seller (the
"Seller"), and GMACM Home Equity Loan Trust 2006-HE1, as issuer (the "Issuer"),
and pursuant to the mortgage loan purchase agreement dated as of March 30, 2006
(the "Mortgage Loan Purchase Agreement"), among GMAC Mortgage Corporation, 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 JPMorgan Chase, 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 March 30, 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 Instrument 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 Corporation,
as Seller
By: /s/Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
GMACM HOME EQUITY LOAN TRUST 2006-HE1, as Issuer
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as
Owner Trustee
By: /s/Xxxxxx Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Financial Services Officer
GMAC MORTGAGE CORPORATION,
as Servicer
By: /s/Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
