Common use of Conveyance of Subsequent Loans Clause in Contracts

Conveyance of Subsequent Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Loans, and including all amounts due on the Subsequent Loans after the related Subsequent Cut-Off Date, and all items with respect to the Subsequent Loans to be delivered pursuant to Section 2.1 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Loans on or prior to the related Subsequent Cut-Off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.1 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Mortgage Loan Seller as seller, to the extent of the Subsequent Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Loans, and including all amounts due on the Subsequent Loans after the related Subsequent Cut-Off Date, and all items with respect to the Subsequent Loans to be delivered pursuant to Section 2.1 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Loans on or prior to the related Subsequent Cut-Off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.1 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Mortgage Loan Seller as seller, to the extent of the Subsequent Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Loans, and including all amounts due on the Subsequent Loans after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Loans to be delivered pursuant to Section 2.1 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Loans on or prior to the related Subsequent Cut-Off off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.1 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Mortgage Loan Seller as seller, to the extent of the Subsequent Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Loans. (a) The Subject to the conditions set forth in paragraph (b) below, in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor does hereby of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee in trust, on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to the Subsequent Loans, and including all amounts due on (i) the Subsequent Loans identified on the Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the related Subsequent Cut-Off Date, Date and all collections in respect of interest and principal due after the Subsequent Cut-Off Date and (iii) all items with respect to the such Subsequent Loans to be delivered pursuant to Section 2.1 of and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts due principal received and interest accruing on the Subsequent Loans on or prior to the related Subsequent Cut-Off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.1 of the Pooling and Servicing Agreement. The transfer to the Trustee for deposit in the Trust Fund by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the applicable Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee on behalf of the Trust Fund from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Scheduled Principal Balance of the related Subsequent Loans so transferred (as identified on the Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey Depositor shall transfer to the Trustee for deposit in the Trust Fund the Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, and the Securities Administrator shall release funds from the Pre-Funding Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Depositor shall have provided the Trustee, the Securities Administrator and the Rating Agencies with a timely addition notice substantially in the form set forth on Exhibit H hereto (an “Addition Notice”) and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Loans; (ii) the Depositor shall have delivered to the Trustee and the Securities Administrator a duly executed Subsequent Transfer Instrument, substantially in the form of Exhibit I, which shall include a Loan Schedule listing the Subsequent Loans, and the Seller shall have delivered a computer file acceptable to the Trustee and the Securities Administrator containing such Loan Schedule to the Trustee and the Securities Administrator at least three (3) Business Days prior to the related Subsequent Transfer Date. Pursuant to the Subsequent Transfer Instrument, the Depositor shall assign to the Trustee, on behalf of the Trust Fund, without recourse recourse, for the benefit of the Certificateholders Certificateholders, all the of its right, title and interest of the Depositor, in, to in and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Mortgage Loan Seller as seller, to the extent of the Subsequent Loans; (iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders; (v) the Pre-Funding Period shall not have terminated; (vi) the Depositor shall not have selected the Subsequent Loans in a manner that it believed to be adverse to the interests of the Certificateholders; (vii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Loans; provided, however, that if the true sale opinion delivered on the Closing Date covers the transfer of the Subsequent Loans, no additional opinion need to be delivered, and (viii) GMACM or a successor to GMACM, appointed in accordance with the terms of this Agreement, is the servicer of the Subsequent Loans. (c) Additional terms Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the sale are Cut-Off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan determined as of the applicable Subsequent Transfer Date: (i) such Subsequent Loan may not be thirty (30) or more days delinquent as of the last day of the month preceding the Subsequent Cut-Off Date; (ii) the servicer of each Subsequent Loan will be GMACM or a successor; (iii) such Subsequent Loan will be secured by a first lien; (iv) the original term to stated maturity of such Subsequent Loan will be no less than 360 months; (v) the latest maturity date of any Subsequent Loan will be no later than April 2036; (vi) no Subsequent Loan will have a first payment date occurring after May 2006; (vii) such Subsequent Loan will have a credit score of not less than 684; and (viii) such Subsequent Loan will not have a loan-to-value ratio greater than 95.00%. (d) As of each Subsequent Cut-Off Date, the aggregate of the Subsequent Loans identified and expected to be sold to the trust on Attachment A heretothe related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteria: (i) have a weighted average credit score greater than approximately 707; (ii) have no less than approximately 50.32% of the Mortgaged Properties be owner occupied; (iii) have no less than approximately 73.43% of the Mortgaged Properties be single family detached or planned unit developments; (iv) have no more than approximately 18.48% of the Subsequent Loan be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately 360 months; (vi) have a weighted average loan-to-value ratio of not more than approximately 76.43%; (vii) no more than approximately 24.31% of the Subsequent Loan by aggregate Principal Balance will be concentrated in one state; and (viii) be acceptable to the Rating Agencies. (e) Notwithstanding the foregoing, any Subsequent Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Seller (and the Seller shall notify the Trustee and the Securities Administrator) as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that the Seller shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.

Conveyance of Subsequent Loans. (a) The Subject to the conditions set forth in paragraph (b) below, in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor does hereby of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee in trust, on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to the Subsequent Loans, and including all amounts due on (i) the Subsequent Loans identified on the Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the related Subsequent Cut-Off Date, Date and all collections in respect of interest and principal due after the Subsequent Cut-Off Date and (iii) all items with respect to the such Subsequent Loans to be delivered pursuant to Section 2.1 of and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts due principal received and interest accruing on the Subsequent Loans on or prior to the related Subsequent Cut-Off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.1 of the Pooling and Servicing Agreement. The transfer to the Trustee for deposit in the Trust Fund by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the applicable Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee on behalf of the Trust Fund from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Scheduled Principal Balance of the related Subsequent Loans so transferred (as identified on the Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey Depositor shall transfer to the Trustee for deposit in the Trust Fund the Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, and the Securities Administrator shall release funds from the Pre-Funding Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Depositor shall have provided the Trustee, the Securities Administrator and the Rating Agencies with a timely addition notice substantially in the form set forth on Exhibit H hereto (an “Addition Notice”) and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Loans; (ii) the Depositor shall have delivered to the Trustee and the Securities Administrator a duly executed Subsequent Transfer Instrument, substantially in the form of Exhibit I, which shall include a Loan Schedule listing the Subsequent Loans, and the Seller shall have delivered a computer file acceptable to the Trustee and the Securities Administrator containing such Loan Schedule to the Trustee and the Securities Administrator at least three (3) Business Days prior to the related Subsequent Transfer Date. Pursuant to the Subsequent Transfer Instrument, the Depositor shall assign to the Trustee, on behalf of the Trust Fund, without recourse recourse, for the benefit of the Certificateholders Certificateholders, all the of its right, title and interest of the Depositor, in, to in and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Mortgage Loan Seller as seller, to the extent of the Subsequent Loans; (iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders; (v) the Pre-Funding Period shall not have terminated; (vi) the Depositor shall not have selected the Subsequent Loans in a manner that it believed to be adverse to the interests of the Certificateholders; (vii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Loans; provided, however, that if the true sale opinion delivered on the Closing Date covers the transfer of the Subsequent Loans, no additional opinion need to be delivered, and (viii) GMACM or a successor to GMACM, appointed in accordance with the terms of this Agreement, is the servicer of the Subsequent Loans. (c) Additional terms Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the sale are Cut-Off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan determined as of the applicable Subsequent Transfer Date: (i) such Subsequent Loan may not be thirty (30) or more days delinquent as of the last day of the month preceding the Subsequent Cut-Off Date; (ii) the servicer of each Subsequent Loan will be GMACM or a successor; (iii) such Subsequent Loan will be secured by a first lien; (iv) the original term to stated maturity of such Subsequent Loan will be no less than 360 months; (v) the latest maturity date of any Subsequent Loan will be no later than March 2037; (vi) no Subsequent Loan will have a first payment date occurring after February 2007; and (vii) such Subsequent Loan will not have a loan-to-value ratio greater than 100.00%. (d) As of each Subsequent Cut-Off Date, the aggregate of the Initial Loans and the Subsequent Loans identified and expected to be sold to the trust on Attachment A heretothe related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteria: (i) have a weighted average credit score greater than approximately 716.8; (ii) have no less than approximately 84.12% of the Mortgaged Properties be owner occupied; (iii) have no less than approximately 80.92% of the Mortgaged Properties be single family or planned unit developments; (iv) have no more than approximately 27.10% of the Subsequent Loan be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately 358.11 months; (vi) have a weighted average loan-to-value ratio of not more than approximately 75.95%; (vii) no more than approximately 38.28% of the Initial Loans and the Subsequent Loans by aggregate Principal Balance will be concentrated in one state; and (viii) be acceptable to the Rating Agencies. (e) Notwithstanding the foregoing, any Subsequent Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Seller (and the Seller shall notify the Trustee and the Securities Administrator) as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that the Seller shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.

Conveyance of Subsequent Loans. (a) The Subject to the conditions set forth in paragraph (b) below, in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor does hereby of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee in trust, on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to the Subsequent Loans, and including all amounts due on (i) the Subsequent Loans identified on the Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the related Subsequent Cut-Off Date, Date and all collections in respect of interest and principal due after the Subsequent Cut-Off Date and (iii) all items with respect to the such Subsequent Loans to be delivered pursuant to Section 2.1 of 2.01 and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts due principal received and interest accruing on the Subsequent Loans on or prior to the related Subsequent Cut-Off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.1 of the Pooling and Servicing Agreement. The transfer to the Trustee for deposit in the Trust Fund by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the applicable Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee on behalf of the Trust Fund from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Scheduled Principal Balance of the related Subsequent Loans so transferred (as identified on the Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (b) The DepositorDepositor shall transfer to the Trustee for deposit in the Trust Fund the Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, concurrently and the Securities Administrator shall release funds from the Pre-Funding Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Depositor shall have provided the Trustee, the Securities Administrator and the Rating Agencies with a timely addition notice substantially in the execution form set forth on Exhibit H hereto (an “Addition Notice”) and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Loans; (ii) the Depositor shall have delivered to the Trustee and the Securities Administrator a duly executed Subsequent Transfer Instrument, substantially in the form of Exhibit I, which shall include a Loan Schedule listing the Subsequent Loans, and the Seller shall have delivered a computer file acceptable to the Trustee and the Securities Administrator containing such Loan Schedule to the Trustee and the Securities Administrator at least three (3) Business Days prior to the related Subsequent Transfer Date; (iii) as of each Subsequent Transfer Date, as evidenced by delivery hereofof the Subsequent Transfer Instrument, does hereby transferthe Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders; (v) the Pre-Funding Period shall not have terminated; (vi) the Depositor shall not have selected the Subsequent Loans in a manner that it believed to be adverse to the interests of the Certificateholders; (vii) the Depositor shall have delivered to the Trustee (with a copy to the Securities Administrator) a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.6 and, assignpursuant to the Subsequent Transfer Instrument, set over and otherwise convey assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, Depositor in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Mortgage Loan Seller as seller, to the extent of the Subsequent Loans; (viii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Loans; and (ix) Countrywide or Xxxxx Fargo, or a successor to Countrywide or Xxxxx Fargo, appointed in accordance with the terms of this Agreement, is the servicer of the Subsequent Loans. (c) Additional terms Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the sale are Cut-Off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan determined as of the applicable Subsequent Transfer Date: (i) such Subsequent Loan may not be thirty (30) or more days delinquent as of the last day of the month preceding the Subsequent Cut-Off Date; (ii) the servicer of each Subsequent Loan will be GMACM (or a successor); (iii) such Subsequent Loan will be secured by a first lien; (iv) the original term to stated maturity of such Subsequent Loan will be no less than 180 months; (v) the latest maturity date of any Subsequent Loan will be no later than March 1, 2037; (vi) no Subsequent Loan will have a first payment date occurring after April 1, 2007; (vii) such Subsequent Loan will have a credit score of not less than 602; and (viii) such Subsequent Loan will not have a loan-to-value ratio greater than 100%. (d) As of each Subsequent Cut-Off Date, the aggregate of the Initial Loans and the Subsequent Loans identified and expected to be sold to the trust on Attachment A heretothe related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteria: (i) have a weighted average credit score greater than approximately 679; (ii) have no less than approximately 78% of the Mortgaged Properties be owner occupied; (iii) have no less than approximately 78% of the Mortgaged Properties be single family detached or planned unit developments; (iv) have no more than approximately 35% of the Subsequent Loan be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately 352 months; (vi) have a weighted average loan-to-value ratio of not more than approximately 77%; (vii) no more than approximately 21% of the Subsequent Loans by aggregate Principal Balance will be concentrated in one state; and (viii) be acceptable to the Rating Agencies. (e) Notwithstanding the foregoing, any Subsequent Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of Certificates (without regard to the Policy). At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify Seller (and the Seller shall notify the Trustee and the Securities Administrator as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that the Seller shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.

Conveyance of Subsequent Loans. (a) The Subject to the conditions set forth in paragraph (b) below, in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor does hereby of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee in trust, on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to the Subsequent Loans, and including all amounts due on (i) the Subsequent Loans identified on the Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the related Subsequent Cut-Off Date, Date and all collections in respect of interest and principal due after the Subsequent Cut-Off Date and (iii) all items with respect to the such Subsequent Loans to be delivered pursuant to Section 2.1 of and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts due principal received and interest accruing on the Subsequent Loans on or prior to the related Subsequent Cut-Off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.1 of the Pooling and Servicing Agreement. The transfer to the Trustee for deposit in the Trust Fund by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the applicable Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee on behalf of the Trust Fund from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Scheduled Principal Balance of the related Subsequent Loans so transferred (as identified on the Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (b) The DepositorDepositor shall transfer to the Trustee for deposit in the Trust Fund the Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, concurrently and the Securities Administrator shall release funds from the Pre-Funding Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Depositor shall have provided the Trustee, the Securities Administrator and the Rating Agencies with a timely addition notice substantially in the execution form set forth on Exhibit H hereto (an “Addition Notice”) and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Loans; (ii) the Depositor shall have delivered to the Trustee and the Securities Administrator a duly executed Subsequent Transfer Instrument, substantially in the form of Exhibit I, which shall include a Loan Schedule listing the Subsequent Loans, and the Seller shall have delivered a computer file acceptable to the Trustee and the Securities Administrator containing such Loan Schedule to the Trustee and the Securities Administrator at least three (3) Business Days prior to the related Subsequent Transfer Date; (iii) as of each Subsequent Transfer Date, as evidenced by delivery hereofof the Subsequent Transfer Instrument, does hereby transferthe Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders; (v) the Pre-Funding Period shall not have terminated; (vi) the Depositor shall not have selected the Subsequent Loans in a manner that it believed to be adverse to the interests of the Certificateholders; (vii) the Depositor shall have delivered to the Trustee (with a copy to the Securities Administrator) a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.6 and, assignpursuant to the Subsequent Transfer Instrument, set over and otherwise convey assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Mortgage Loan Seller as seller, to the extent of the Subsequent Loans; (viii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Loans; and (ix) GMAC or Xxxxx Fargo, or a successor to GMAC or Xxxxx Fargo, appointed in accordance with the terms of this Agreement, is the servicer of the Subsequent Loans. (c) Additional terms Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the sale are Cut-Off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan determined as of the applicable Subsequent Transfer Date: (i) such Subsequent Loan may not be thirty (30) or more days delinquent as of the last day of the month preceding the Subsequent Cut-Off Date; (ii) the servicer of each Subsequent Loan will be GMAC or Xxxxx Fargo (or a successor); (iii) such Subsequent Loan will be secured by a first lien; (iv) the original term to stated maturity of such Subsequent Loan will be no less than 360 months; (v) the latest maturity date of any Subsequent Loan will be no later than January, 2036; (vi) no Subsequent Loan will have a first payment date occurring after February, 2006; (vii) such Subsequent Loan will have a credit score of not less than 620; and (viii) such Subsequent Loan will not have a loan-to-value ratio greater than 100.00%. (d) As of each Subsequent Cut-Off Date, the aggregate of the Subsequent Loans identified and expected to be sold to the trust on Attachment A heretothe related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteria: (i) have a weighted average credit score greater than approximately 670; (ii) have no less than approximately 60% of the Mortgaged Properties be owner occupied; (iii) have no less than approximately 75% of the Mortgaged Properties be single family detached or planned unit developments; (iv) have no more than approximately 40% of the Subsequent Loan be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately 360 months; (vi) have a weighted average loan-to-value ratio of not more than approximately 80%; (vii) no more than approximately 20% of the Subsequent Loan by aggregate Principal Balance will be concentrated in one state; and (viii) be acceptable to the Rating Agencies. (e) Notwithstanding the foregoing, any Subsequent Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Seller (and the Seller shall notify the Trustee and the Securities Administrator) as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that the Seller shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.

Conveyance of Subsequent Loans. (a) The Subject to the conditions set forth in paragraph (b) below, in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor does hereby of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee in trust, on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to the Subsequent Loans, and including all amounts due on (i) the Subsequent Loans identified on the Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the related Subsequent Cut-Off Date, Date and all collections in respect of interest and principal due after the Subsequent Cut-Off Date and (iii) all items with respect to the such Subsequent Loans to be delivered pursuant to Section 2.1 of 2.01 and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts due principal received and interest accruing on the Subsequent Loans on or prior to the related Subsequent Cut-Off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.1 of the Pooling and Servicing Agreement. The transfer to the Trustee for deposit in the Trust Fund by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the applicable Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee on behalf of the Trust Fund from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Scheduled Principal Balance of the related Subsequent Loans so transferred (as identified on the Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (b) The DepositorDepositor shall transfer to the Trustee for deposit in the Trust Fund the Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, concurrently and the Securities Administrator shall release funds from the Pre-Funding Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Depositor shall have provided the Trustee, the Securities Administrator, the Rating Agencies and the NIMS Insurer, if any, with a timely addition notice substantially in the execution form set forth on Exhibit H hereto (an “Addition Notice”) and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Loans; (ii) the Depositor shall have delivered to the Trustee, the Securities Administrator and the NIMS Insurer, if any, a duly executed Subsequent Transfer Instrument, substantially in the form of Exhibit I, which shall include a Loan Schedule listing the Subsequent Loans, and the Seller shall have delivered a computer file acceptable to the Trustee, the Securities Administrator and the NIMS Insurer, if any, containing such Loan Schedule to the Trustee, the Securities Administrator and the NIMS Insurer, if any, at least three (3) Business Days prior to the related Subsequent Transfer Date; (iii) as of each Subsequent Transfer Date, as evidenced by delivery hereofof the Subsequent Transfer Instrument, does hereby transferthe Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders; (v) the Pre-Funding Period shall not have terminated; (vi) the Depositor shall not have selected the Subsequent Loans in a manner that it believed to be adverse to the interests of the Certificateholders or the NIMS Insurer; (vii) the Depositor shall have delivered to the Trustee (with a copy to the Securities Administrator and the NIMS Insurer, assignif any) a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.6 and, set over and otherwise convey pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, Depositor in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Mortgage Loan Seller as seller, to the extent of the Subsequent Loans; (viii) the Depositor shall have delivered to the Trustee, the Securities Administrator and the NIMS Insurer, if any, an Opinion of Counsel addressed to the Trustee, the Rating Agencies and the NIMS Insurer, if any, with respect to the transfer of the Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee and the NIMS Insurer, if any, on the Closing Date regarding the true sale of the Subsequent Loans; and (ix) Countrywide Servicing or GMACM, or a successor to Countrywide Servicing or GMACM, appointed in accordance with the terms of this Agreement, is the servicer of the Subsequent Loans. (c) Additional terms Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the sale are Cut-Off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan determined as of the applicable Subsequent Transfer Date: (i) the servicer of each Subsequent Loan will be either Countrywide Servicing or GMACM (or a successor); (ii) such Subsequent Loan will be secured by a first lien; (iii) the original term to stated maturity of such Subsequent Loan will be no less than 347 months; (iv) the latest maturity date of any Subsequent Loan will be no later than July 1, 2047; (v) no Subsequent Loan will have a first payment date occurring after August 1, 2007; (vi) such Subsequent Loan will have a credit score of not less than 600; and (vii) such Subsequent Loan will not have a loan-to-value ratio greater than 95.00%. (d) As of each Subsequent Cut-Off Date, the aggregate of the Initial Loans and the Subsequent Loans identified and expected to be sold to the trust on Attachment A heretothe related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteria: (i) have a weighted average credit score greater than or equal to 715; (ii) have no less than approximately 83% of the Mortgaged Properties be owner occupied; (iii) have no less than approximately 82% of the Mortgaged Properties be single family detached or planned unit developments; (iv) have no more than approximately 42% of the Subsequent Loan be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately 368 months; (vi) have a weighted average loan-to-value ratio of not more than approximately 76; (vii) have a Scheduled Principal Balance of $45,000 to $3,000,000, (viii) no more than approximately 69% of the Subsequent Loans by aggregate Principal Balance will be concentrated in one state; and (ix) be acceptable to the Rating Agencies. (e) Notwithstanding the foregoing, any Subsequent Loan may be rejected by any Rating Agency or the NIMS Insurer if the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of Certificates or any NIM securities insured by the NIMS Insurer, if any. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify Seller (and the Seller shall notify the Trustee and the Securities Administrator as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that the Seller shall have delivered to each Rating Agency and the NIMS Insurer, if any, at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency and the NIMS Insurer, if any, describing the characteristics specified in paragraphs (c) and (d) above.

Conveyance of Subsequent Loans. (a) The Subject to the conditions set forth in paragraph (b) below, in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor does hereby of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee in trust, on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to the Subsequent Loans, and including all amounts due on (i) the Subsequent Loans identified on the Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the related Subsequent Cut-Off Date, Date and all collections in respect of interest and principal due after the Subsequent Cut-Off Date and (iii) all items with respect to the such Subsequent Loans to be delivered pursuant to Section 2.1 of and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts due principal received and interest accruing on the Subsequent Loans on or prior to the related Subsequent Cut-Off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.1 of the Pooling and Servicing Agreement. The transfer to the Trustee for deposit in the Trust Fund by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the applicable Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee on behalf of the Trust Fund from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Scheduled Principal Balance of the related Subsequent Loans so transferred (as identified on the Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey Depositor shall transfer to the Trustee for deposit in the Trust Fund the Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, and the Securities Administrator shall release funds from the Pre-Funding Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Depositor shall have provided the Trustee, the Securities Administrator and the Rating Agencies with a timely addition notice substantially in the form set forth on Exhibit H hereto (an “Addition Notice”) and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Loans; (ii) the Depositor shall have delivered to the Trustee and the Securities Administrator a duly executed Subsequent Transfer Instrument, substantially in the form of Exhibit I, which shall include a Loan Schedule listing the Subsequent Loans, and the Seller shall have delivered a computer file acceptable to the Trustee and the Securities Administrator containing such Loan Schedule to the Trustee and the Securities Administrator at least three (3) Business Days prior to the related Subsequent Transfer Date. Pursuant to the Subsequent Transfer Instrument, the Depositor shall assign to the Trustee, on behalf of the Trust Fund, without recourse recourse, for the benefit of the Certificateholders Certificateholders, all the of its right, title and interest of the Depositor, in, to in and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Mortgage Loan Seller as seller, to the extent of the Subsequent Loans; (iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders; (v) the Pre-Funding Period shall not have terminated; (vi) the Depositor shall not have selected the Subsequent Loans in a manner that it believed to be adverse to the interests of the Certificateholders; (vii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Loans; provided, however, that if the true sale opinion delivered on the Closing Date covers the transfer of the Subsequent Loans, no additional opinion need to be delivered, and (viii) GMACM or a successor to GMACM, appointed in accordance with the terms of this Agreement, is the servicer of the Subsequent Loans. (c) Additional terms Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the sale are Cut-Off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan determined as of the applicable Subsequent Transfer Date: (i) such Subsequent Loan may not be thirty (30) or more days delinquent as of the last day of the month preceding the Subsequent Cut-Off Date; (ii) the servicer of each Subsequent Loan will be GMACM or a successor; (iii) such Subsequent Loan will be secured by a first lien; (iv) the original term to stated maturity of such Subsequent Loan will be no less than 358 months; (v) the latest maturity date of any Subsequent Loan will be no later than January 1, 2047; (vi) no Subsequent Loan will have a first payment date occurring after February 1, 2007; and (vii) such Subsequent Loan will not have a loan-to-value ratio greater than 97%. (d) As of each Subsequent Cut-Off Date, the aggregate of the Subsequent Loans identified and expected to be sold to the trust on Attachment A heretothe related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteria: (i) have a weighted average credit score greater than approximately 700; (ii) have no less than approximately 75% of the Mortgaged Properties be owner occupied; (iii) have no less than approximately 75% of the Mortgaged Properties be single family or planned unit developments; (iv) have no more than approximately 45% of the Subsequent Loan be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately 410 months; (vi) have a weighted average loan-to-value ratio of not more than approximately 80%; (vii) no more than approximately 60% of the Subsequent Loan by aggregate Principal Balance will be concentrated in one state; and (viii) be acceptable to the Rating Agencies. (e) Notwithstanding the foregoing, any Subsequent Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Seller (and the Seller shall notify the Trustee and the Securities Administrator) as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that the Seller shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.

Conveyance of Subsequent Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Loans, and including all amounts due on the Subsequent Loans after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Loans to be delivered pursuant to Section 2.1 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Loans on or prior to the related Subsequent Cut-Off off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.1 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated ____________, 2001 (the date hereof"Purchase Agreement"), between the Depositor as purchaser New South Federal Savings Bank and the Mortgage Loan Seller as sellerDepositor, to the extent of the Subsequent Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.

Conveyance of Subsequent Loans. (a) The Subject to the conditions set forth in paragraph (b) below in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor does hereby of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trustee in trust, on behalf Trust Fund but subject to the other terms and provisions of this Agreement all of the Trust Fund, without recourse, all of its right, title and interest of the Depositor in and to the Subsequent Loans, and including all amounts due on (i) the Subsequent Loans after identified on the Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-Off Date, off Date and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to the such Subsequent Loans to be delivered pursuant to Section 2.1 of and the Pooling and Servicing Agreementother items in the related Mortgage Files; provided, however however, that the Depositor reserves and retains all right, title and interest in and to amounts due principal received and interest accruing on the Subsequent Loans on or prior to the related Subsequent Cut-Off off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.1 of the Pooling and Servicing Agreement. The transfer to the Trustee for deposit in the mortgage pool by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the related Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid on behalf of the Trustee from amounts released from the Group I Pre-Funding Sub-Account or the Group II Pre-Funding Sub-Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Loans so transferred (as identified on the Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (b) The DepositorDepositor shall transfer to the Trustee for deposit in the mortgage pool the Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, concurrently and the Securities Administrator shall release funds from the Group I Pre-Funding Sub-Account or the Group II Pre-Funding Sub-Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Depositor shall have provided the Trustee, the Securities Administrator and the Rating Agencies with a timely addition notice substantially in the execution form set forth on Exhibit D hereto (an “Addition Notice”) and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Loans; (ii) the Depositor shall have delivered to the Trustee and the Securities Administrator a duly executed Subsequent Transfer Instrument, which shall include a Loan Schedule listing the Subsequent Loans, and the Seller shall have delivered a computer file acceptable to the Trustee and the Securities Administrator containing such Loan Schedule to the Trustee and the Securities Administrator at least three (3) Business Days prior to the related Subsequent Transfer Date; (iii) as of each Subsequent Transfer Date, as evidenced by delivery hereofof the Subsequent Transfer Instrument, does hereby transfersubstantially in the form of Exhibit E, assignthe Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders; (v) the Pre-Funding Period shall not have terminated; (vi) the Depositor shall not have selected the Subsequent Loans in a manner that it believed to be adverse to the interests of the Certificateholders; (vii) the Depositor shall have delivered to the Trustee (with a copy to the Securities Administrator) a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.6 and, set over and otherwise convey pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Mortgage Loan Seller as seller, to the extent of the Subsequent Loans; (viii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Loans; and (ix) GMAC or a successor to GMAC appointed in accordance with the terms of this Agreement is the servicer of the Subsequent Loans. (c) Additional terms Each subsequent mortgage loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the sale are Cut-off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan determined as of the applicable Subsequent Transfer Date: (i) such subsequent mortgage loan may not be fifty-nine (59) or more days delinquent as of the last day of the month preceding the Subsequent Cut-off Date; (ii) the servicer of each subsequent mortgage loan will be GMAC; (iii) such subsequent mortgage loan will be secured by a first lien; (iv) the original term to stated maturity of such subsequent mortgage loan will be 360 months; (v) the latest maturity date of any subsequent mortgage loan will be no later than July 1, 2035; (vi) no subsequent mortgage loan will have a first payment date occurring after August 1, 2005; (vii) such subsequent mortgage loan will have a credit score of not less than approximately 610; (viii) such subsequent mortgage loan will not have a loan-to-value ratio greater than 97.00%; (ix) such subsequent mortgage loan will not have a principal balance greater than approximately $1,300,000; (x) such subsequent mortgage loan will be an adjustable rate Loan (xi) such subsequent mortgage loan will have a Gross Margin not less than approximately 2.000% per annum; and (x) such subsequent mortgage loan will have a Maximum Mortgage Rate not less than approximately 9.750%. (d) As of each Subsequent Cut-off Date, the aggregate of the Subsequent Loans identified and expected to be sold to the trust on Attachment A heretothe related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteria: (i) have a weighted average Gross Margin not less than approximately 2.200% per annum; (ii) have a weighted average credit score greater than approximately 690; (iii) have no less than approximately 85.00% of the Mortgaged Properties be owner occupied; (iv) have no less than approximately 80.00% of the Mortgaged Properties be single family detached or planned unit developments; (v) have no more than approximately 30.00% of the subsequent mortgage loans be cash out refinance; (vi) have a weighted average remaining term to stated maturity of less than approximately 358 months; (vii) have a weighted average loan-to-value ratio of not more than approximately 79.00%; (viii) no more than approximately 25.00% of the subsequent mortgage loans by aggregate principal balance will be concentrated in one state; (ix) have a weighted average Maximum Mortgage Rate not less than approximately 11.250; (xi) be secured by a first lien; and (xii) be acceptable to the Rating Agencies. (e) Notwithstanding the foregoing, any Subsequent Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee and the Securities Administrator as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that the Seller shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.

Conveyance of Subsequent Loans. (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust FundTrust, without recourse, all of its right, title and interest in and to the Subsequent Loans, and including all amounts due on the Subsequent Loans after the related Subsequent Cut-Off off Date, and all items with respect to the Subsequent Loans to be delivered pursuant to Section 2.1 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Loans on or prior to the related Subsequent Cut-Off off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.1 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated May 11, 2001 (the date hereof"Purchase Agreement"), between the Depositor as purchaser New South Federal Savings Bank and the Mortgage Loan Seller as sellerDepositor, to the extent of the Subsequent Loans. (c) Additional terms of the sale are set forth on Attachment A hereto.