SUBSEQUENT TRANSFER AGREEMENT
Pursuant to this Subsequent Transfer Agreement (the "Agreement"),
dated as of January
25, 2007,
between GMAC Mortgage,
LLC, as seller (the
"Seller"),
and GMACM Home Equity Loan
Trust
2006-HE4,
as issuer
(the
"Issuer"),
and
pursuant
to the
mortgage
loan
purchase
agreement
dated as of September
27, 2006 (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,
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 September
27, 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 b
