SUBSEQUENT TRANSFER AGREEMENT
Pursuant to this Subsequent Transfer Agreement (the "Agreement"), dated as of
September, 25th, 2006 between GMAC Mortgage Corporation, as seller (the "Seller"), and GMACM
Home Equity Loan Trust 2006-HE3, as issuer (the "Issuer"), and pursuant to the mortgage loan
purchase agreement dated as of August 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 August 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, 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: __________________________________
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: VICE PRESIDENT
GMACM HOME EQUITY LOAN TRUST 2006-HE3, as Issuer
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as
Owner Trustee
By: ________________________________________
Name:
Title:
GMAC Mortgage Corporation,
as Servicer
By: ________________________________________
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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-HE3 (PRE-FUNDING)
ATTACHMENT A TO FORM OF SUBSEQUENT TRANSFER AGREEMENT
September, 25th, 2006
A.
1. Subsequent Cut-Off Date: August 31, 2006
2. Subsequent Transfer Date: September 25, 2006
3. Aggregate Principal Balance of the Subsequent Mortgage Loans as $287,307,413.61
of the Subsequent Cut-Off Date:
4. Purchase Price: 100.00%
B.
As to all Subsequent Mortgage Loans:
1. Longest stated term to maturity: 360 months
2. Minimum Loan Rate: 5.000%
3. Maximum Loan Rate: 17.500%
4. WAC of all Subsequent Mortgage Loans: 8.845%
5. WAM of all Subsequent Mortgage Loans: N/A
6. Largest Principal Balance: $496,000.00
7. Non-owner occupied Mortgaged Properties: 0.00%
8. California zip code concentrations: 20.61% and 6.11%
9. Condominiums: 5.82%
10. Single-family: 92.82%
11. Weighted average term since origination: 226.00%
12. Principal balance of Subsequent Mortgage Loans with respect to $7,040,057.70
which the Mortgagor is an employee of GMACM or an affiliate of
GMACM:
13. Number of Subsequent Mortgage Loans with respect to which the 2.45%
Mortgagor is an employee of GMACM or an affiliate of GMACM:
ADDITION NOTICE
DATE: September 25th, 2006
JPMorgan Chase, National Association ▇▇▇▇▇'▇ Investors Service, Inc.
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Floor ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
..
Financial Guaranty Insurance Company Standard & Poor's, a division of The
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Re: GMACM Home Equity Loan Trust ▇▇▇▇-▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Wilmington Trust Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: GMACM Home Equity Loan Trust 2006-HE3
Ladies and Gentlemen:
Pursuant to Section 2.2 of the mortgage loan purchase agreement dated as of August
30, 2006 (the "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, GMACM Home Equity Loan Trust 2006-HE3, as Issuer and JPMorgan
Chase Bank, 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 September 25th, 2006, with an aggregate Principal Balance of
$287,307,413.61. Capitalized terms not otherwise defined herein have the meaning set forth
in the Appendix A to the indenture dated as of August 30, 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 Corporation,
as Seller
By: __________________________________
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: VICE PRESIDENT
ACKNOWLEDGED AND AGREED:
JPMORGAN CHASE BANK NATIONAL ASSOCIATION,
as Indenture Trustee
By: ______________________________________
Name:
Title:
