SUBSEQUENT TRANSFER AGREEMENT
Pursuant to this Subsequent Transfer Agreement (the "Agreement"), dated
as of July 25, 2006, between GMAC Mortgage Corporation, as seller (the
"Seller"), and GMACM Home Equity Loan Trust 2006-HE2, as issuer (the "Issuer"),
and pursuant to the mortgage loan purchase agreement dated as of June 29, 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 June 29, 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-HE2, 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-HE2
ATTACHMENT A TO SUBSEQUENT TRANSFER AGREEMENT
July 25, 2006
A.
1. Subsequent Cut-Off Date: June 30, 2006
2. Subsequent Transfer Date: July 25, 2006
3. Aggregate Principal Balance
of the Subsequent Mortgage Loans as $160,042,720.00
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 months
2. Minimum Loan Rate: 5.600 %
3. Maximum Loan Rate: 13.900%
4. WAC of all Subsequent Mortgage Loans: 8.928
5. WAM of all Subsequent Mortgage Loans: N/A
6. Largest Principal Balance: $280,000.00
7. Non-owner occupied Mortgaged Properties: 0.0%
8. California and Michigan zip code concentrations: 18.94% and 3.23%
9. Condominiums: 5.43%
10. Single-family: 90.64%
11. Weighted average term since origination: 221.76
12. Principal balance of Subsequent Mortgage Loans with respect to
$3,148,988.29 which the Mortgagor is an employee of GMACM or an
affiliate of GMACM:
13. Number of Subsequent Mortgage Loans with respect to which the 1.97%
Mortgagor is an employee of GMACM or an affiliate of GMACM:
ADDITION NOTICE
DATE: July 25, 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
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▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: GMACM Home Equity Loan Trust 2006-HE2
Ladies and Gentlemen:
Pursuant to Section 2.2 of the mortgage loan purchase agreement dated as
of June 29, 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-HE2, 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 July 25, 2006, with an aggregate Principal Balance of $160,042,720.00.
Capitalized terms not otherwise defined herein have the meaning set forth in the
Appendix A to the indenture dated as of June 29, 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:
