0001357280-06-000016 Sample Contracts

SUBSEQUENT TRANSFER AGREEMENT
Subsequent Transfer Agreement • June 7th, 2006 • GMACM Home Equity Loan Trust 2006-He1 • Asset-backed securities • New York

Pursuant to this Subsequent Transfer Agreement (the “Agreement”), dated as of May 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”).

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