Common use of Payment of Purchase Price Clause in Contracts

Payment of Purchase Price. (a) The purchase price (the "Purchase Price") for the Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller on the Closing Date shall be an amount equal to one-hundred percent (100%) of the related Cut-Off Date Principal Balances. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to the Seller on any Subsequent Transfer Date shall be one-hundred percent (100%) of the related Cut-Off Date Principal Balances thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the Initial Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the Initial Mortgage Loans and the related Transferred Property. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller to the Purchaser on any Subsequent Transfer Date, the Purchaser shall pay to the Seller by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the applicable Subsequent Mortgage Loans and the related Transferred Property. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage Loan, the Purchaser shall pay or cause to be paid to the Seller or its designee the Purchase Price specified above for such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was created. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The purchase price (the "Purchase Price") Price for the Initial Mortgage Loans and the any Collateral related Initial Transferred Property to be paid Schedule 1 acquired by the Purchaser to Buyer from the Intermediate Seller (including the Closing Date Participations) on the Closing Date shall be an amount equal to one-hundred percent (100%) paid by a combination of cash and the issuance of a portion of the related Cut-Off Subordinated Notes by the Buyer to the Intermediate Seller and by subsequent transfer of such cash from the Intermediate Seller to the Seller. With respect to any Purchase Date Principal Balancesafter the Closing Date, to the extent the value of the Collateral transferred by the Seller to the Intermediate Seller and from the Intermediate Seller to the Buyer exceeds the value of the cash and a portion of the Subordinated Notes received by the Intermediate Seller or Seller (as applicable) for such assets, such excess shall be deemed to constitute a capital contribution from the Seller to the Intermediate Seller and from the Intermediate Seller to the Buyer. To the extent the value of the cash and a portion of the Subordinated Notes received by the Intermediate Seller or Seller (as applicable) from the Buyer exceeds the value of the assets transferred by the Seller to the Intermediate Seller and by the Intermediate Seller to the Buyer, such excess shall be deemed to constitute a dividend from the Buyer to the Intermediate Seller and the Intermediate Seller to the Seller. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property Collateral acquired by the Buyer from the Intermediate Seller on any Purchase Date after the Closing Date pursuant to this Agreement shall be paid in a combination of (A) immediately available funds in cash and by subsequent transfer of such cash from the Purchaser Intermediate Seller to the Seller on any Subsequent Transfer Date shall be one-hundred percent and (100%B) of if the related Cut-Off Date Principal Balances thereof (as identified on Buyer does not have sufficient funds in cash to pay the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal full amount of the related Draw under the related Loan Agreement on the later Purchase Price, by means of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as a capital contribution by the Seller to the Intermediate Seller and by a subsequent capital contribution by the Purchaser mutually agree will result in a purchase price determined Intermediate Seller to be the fair market value of such Additional Balance and the related Transferred PropertyBuyer. (b) In consideration The Purchase Price for any Collateral purchased by the Buyer to be settled directly with a subsidiary of the sale Seller on any Purchase Date after the Closing Date shall be paid in immediately available funds, which may comprise, if the Buyer does not have sufficient funds in cash to pay the full amount of the Initial Mortgage Loans and the related Transferred Property Purchase Price, amounts contributed by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Intermediate Seller on the Closing Date by wire transfer of immediately available funds to a bank account designated and by the Seller, the amount specified above in paragraph (a) for the Initial Mortgage Loans and the related Transferred Property. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Intermediate Seller to the Purchaser on any Subsequent Transfer Date, the Purchaser shall pay to the Seller by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the applicable Subsequent Mortgage Loans and the related Transferred PropertyBuyer. (c) [Reserved]Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date occurring after the Closing Date elect to designate all or a portion of the Collateral proposed to be transferred to the Buyer on such date as a capital contribution to the Intermediate Seller and in turn a capital contribution by the Intermediate Seller to the Buyer. In such event, the cash portion of the Purchase Price payable with respect to such transfer shall be reduced by that portion of the Purchase Price of the Collateral that was so contributed; provided that Collateral contributed to the Buyer as capital shall constitute Collateral for all purposes of this Agreement. (d) With respect The Seller, in connection with each Purchase hereunder relating to each Additional Balance transferred hereunder any Collateral, shall be deemed to have certified, and hereby does certify, with respect to any Mortgage Loan, the Purchaser shall pay or cause Collateral to be paid to purchased by the Seller or Buyer on such day, that its designee representations and warranties contained in Article IV are true and correct on and as of such day, with the Purchase Price specified above for same effect as though made on and as of such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was createdday. (e) The Seller shall have no obligation to sell Upon the payment of the Purchase Price for any Transferred Property Purchase, title to the Purchaser if Collateral included in such Purchase shall vest in the case of Collateral related to Schedule 1 initially in the Intermediate Seller is not paid and then in the purchase price for such Transferred Property Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Intermediate Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Intermediate Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (f) Collateral Obligations may be purchased or acquired from time to time by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) Payment of the Purchase Price is due at Closing and shall be adjusted for any Contract Deposits held by Escrow Agent to be disbursed at Closing, taxes or tax withholding applicable to Seller as described in Sections 17 and 18 of this Contract, or as required by other applicable law, Closing Adjustments under Section 26 of this Contract, compensation due to Seller’s real estate broker, and any other items agreed to in writing by Seller and Purchaser. The purchase price (the "Purchase Price") for the Initial Mortgage Loans and the related Initial Transferred Property to price, after adjustments are made, shall be paid to Seller in cash, by the Purchaser to the Seller wire transfer, electronic transfer, certified, treasurer's or bank teller's check, check drawn on the Closing Date trust or escrow account of a real estate broker licensed in the State of Vermont, or, check drawn on the trust or escrow account of an attorney licensed in the State of Vermont, or any combination of the foregoing. Seller and Purchaser agree that, prior to Closing, upon request, the brokers named in Section 29 of this Contract shall be an amount equal to one-hundred percent (100%) provided with a copy of the related Cutproposed TILA-Off Date Principal Balances. The Purchase Price paid for any Subsequent Mortgage Loans RESPA Closing Disclosure (CD) pages 2 and related Subsequent Transferred Property to be paid by the Purchaser to the Seller on any Subsequent Transfer Date 3 (Closing Cost Details and Summaries of Transactions) and, at Closing, upon request, said brokers shall be one-hundred percent (100%) provided a copy of the related Cut-Off Date Principal Balances thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided final CD(s) signed by the Seller)Seller and Purchaser. In the case of each Additional Balance and event Seller requests funds by wire transfer or by certified, treasurer's or bank teller's check, Seller shall provide notice thereof to the related Transferred Property sold hereunder created on attorney or after settlement agent closing the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and transaction within a reasonable time prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date date scheduled for Closing. All fees or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted charges incurred to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the Initial Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available enable funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the Initial Mortgage Loans and the related Transferred Property. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller to the Purchaser on any Subsequent Transfer Date, the Purchaser shall pay to the Seller by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the applicable Subsequent Mortgage Loans and the related Transferred Property. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage Loan, the Purchaser shall pay or cause to be paid to Seller by wire transfer, certified, treasurer's or bank teller's check shall be paid for at Closing by Seller. Unless otherwise agreed to in writing, or as directed by the attorney or settlement agent closing the transaction, all Contract Deposits held by Escrow Agent shall be paid directly to Seller at Closing and credited toward the total proceeds to be paid to Seller at Closing. In the event the attorney or its designee settlement agent closing the Purchase Price specified above for such Additional Balance and transaction requests Escrow Agent to deliver the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was created. (e) The Seller shall have no obligation to sell any Transferred Property Contract Deposits prior to the date set for Closing, Seller and Purchaser if hereby authorize Escrow Agent to do so, provided the Seller is not paid Contract Deposit funds are made payable to the purchase price for such Transferred Property closing attorney or settlement agent’s trust or escrow account and Escrow Agent reasonably believes the Closing shall occur as provided hereinscheduled.

Payment of Purchase Price. (a) The purchase price (the "Purchase Price") for sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the related Interest Coverage Amount into the Pre Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price for the GMACM Initial Transferred Property Mortgage Loans to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $148,271,736.81 in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price paid purchase price for any Subsequent the WG Trust 2003 Initial Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to WG Trust 2003 on the Seller on Closing Date shall be an amount equal to $779,926,871.85 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The purchase price paid for any Subsequent Transfer Date Mortgage Loan by the Indenture Trustee from funds on deposit in the related Pre-Funding Account, at the direction of the Issuer, pursuant to the terms hereunder shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by GMACM. (c) In consideration of the sale of the WG Trust 2003 Initial Mortgage Loans by WG Trust 2003 to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust 2003 on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust 2003, the amount specified above in paragraph (a) for the applicable WG Trust 2003 Initial Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust 2003 and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loans and Loan by WG Trust 2003 to the related Transferred Property. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage LoanIssuer, the Purchaser Issuer shall pay or cause to be paid WG Trust 2003 by wire transfer of immediately available funds to a bank account designated by WG Trust 2003, the Seller or its designee the Purchase Price amount specified above in paragraph (a) for such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was createdeach Subsequent Mortgage Loan sold by WG Trust 2003. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The purchase price (the "Purchase Price") for sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the related Interest Coverage Amount into the Pre Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price for the [ ] Initial Transferred Property Mortgage Loans to be paid by the Purchaser to the Seller [ ] on the Closing Date shall be an amount equal to one-hundred percent (100%) $[ ] in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price paid purchase price for any Subsequent the [ ] Initial Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to [ ] on the Seller on Closing Date shall be an amount equal to $[ ] in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The purchase price paid for any Subsequent Transfer Date Mortgage Loan by the Indenture Trustee pursuant to the terms hereunder shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller[ ]). In the case of each Additional Balance and the related Transferred Property sold transferred hereunder created on or after the Cut-Off Date (or any the Subsequent Cut-Off Date, as applicable, Date in the case of a Subsequent Mortgage Loan) and prior to the commencement of the Rapid Amortization Period, the Purchase Price purchase price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date (or any the related Subsequent Cut-Off Date, as applicable, Transfer Date in the case of a Subsequent Mortgage Loan) and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the [ ] Initial Mortgage Loans and the related Transferred Property by the Seller [ ] to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller [ ] on the Closing Date by wire transfer of immediately available funds to a bank account designated by the Seller[ ], the amount specified above in paragraph (a) for the [ ] Initial Mortgage Loans Loans; provided, that such payment may be on a net funding basis if agreed by [ ] and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller [ ] to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller [ ] by wire transfer of immediately available funds to a bank account designated by [ ], the Selleramount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by [ ]. (c) In consideration of the sale of the [ ] Initial Mortgage Loans by [ ] to the Purchaser on the Closing Date, the Purchaser shall pay to [ ] on the Closing Date by wire transfer of immediately available funds to a bank account designated by [ ], the amount specified above in paragraph (a) for the applicable [ ] Initial Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by [ ] and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loans and Loan by [ ] to the related Transferred PropertyIssuer, the Issuer shall pay to [ ] by wire transfer of immediately available funds to a bank account designated by [ ], the amount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by [ ]. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Initial Mortgage Loan or Subsequent Mortgage Loan, the Issuer as assignee of the Purchaser shall pay or cause to be paid to the Seller [ ] or its designee the Purchase Price purchase price specified above for such Additional Balance in one of the following ways, as applicable, a cash payment pursuant to Section 3.03(b) of the Servicing Agreement and Section 2.3(a) hereof in an amount equal to the related Transferred Property in cash Draw, if then available from Principal Collections during the related Collection Period on the Payment Date Mortgage Loans, or from funds on deposit in the calendar month immediately following Funding Account or from the calendar month in which such payment of the Additional Balance was createdIncrease Amount pursuant to Section 3.05 of the Indenture. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The purchase price (2.4.1 At the "Purchase Price") for the Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller on the Closing Date shall be an amount equal to one-hundred percent (100%) of the related Cut-Off Date Principal Balances. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to the Seller on any Subsequent Transfer Date shall be one-hundred percent (100%) of the related Cut-Off Date Principal Balances thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off DateClosing, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the Initial Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on the Closing Date, the Purchaser Buyer shall pay to the Seller (or any Seller Affiliate nominated by the Seller) or cause any Buyer Affiliate designated pursuant to Clause 2.1 to pay to Seller (or any Seller Affiliate nominated by the Seller), for same day value, the Initial Purchase Price in accordance with Clause 4.4.3. 2.4.2 If the Closing Net Indebtedness is greater than the Estimated Closing Net Indebtedness, then Seller (on its own behalf and on behalf of any Seller Affiliates that shall sell Shares or Assets) shall pay to Buyer (on its own behalf or on behalf of any Buyer Affiliates that purchase Shares or Assets) the amount corresponding to the difference between the Closing Net Indebtedness and the Estimated Closing Net Indebtedness, and if the Closing Net Indebtedness is less than the Estimated Closing Net Indebtedness, then Buyer (on its own behalf or on behalf of any Buyer Affiliates that purchase Shares or Assets) shall pay to Seller (on its own behalf and on behalf of any Seller Affiliates that shall sell Shares or Assets) the amount corresponding to the difference between the Estimated Closing Indebtedness and the Closing Net Indebtedness (each a “Net Indebtedness Adjustment”). 2.4.3 If the Closing Net Working Capital is greater than the Estimated Closing Net Working Capital, then Buyer (on its own behalf or on behalf of any Buyer Affiliates that purchase Shares or Assets) shall pay to Seller (on its own behalf and on behalf of any Seller Affiliates that shall sell Shares or Assets) the amount corresponding to the difference between the Closing Net Working Capital and the Estimated Closing Net Working Capital, and if the Closing Net Working Capital is less than the Estimated Closing Net Working Capital, then Seller (on its own behalf and on behalf of any Seller Affiliates that shall sell Shares or Assets) shall pay to Buyer (on its own behalf or on behalf of any Buyer Affiliates that purchase Shares or Assets) the amount corresponding to the difference between the Estimated Closing Net Working Capital and the Closing Net Working Capital (each a “Net Working Capital Adjustment”). 2.4.4 If the Closing Intercompany Debt is greater than the Estimated Closing Intercompany Debt, then the Seller (on its own behalf and on behalf of any Seller Affiliates that shall sell Shares or Assets) shall pay to the Buyer (on its own behalf or on behalf of any Buyer Affiliates that purchase Shares or Assets) the amount corresponding to the difference between the Closing Intercompany Debt and the Estimated Closing Intercompany Debt, and if the Closing Intercompany Debt is less than the Estimated Closing Intercompany Debt, then the Buyer (on its own behalf or on behalf of any Buyer Affiliates that purchase Shares or Assets) shall pay to the Seller (on its own behalf and on behalf of any Seller Affiliates that shall sell Shares or Assets) the amount corresponding to the difference between the Estimated Closing Intercompany Debt and the Closing Intercompany Debt (each a “Intercompany Debt Adjustment”). At the same time: (a) the Seller shall (and shall procure that the Seller's Subsidiaries) (1) repay any remaining Intercompany Receivables included in the Closing Intercompany Debt (taking into account amounts already paid at Closing pursuant to Clause 4.3.5) and (2) by reference to the Closing Intercompany Debt, refund any amount that the Group Companies overpaid at Closing pursuant to Clause 4.4.4; and (b) the Buyer shall procure that the Group Companies (1) repay any remaining Intercompany Payables included in the Closing Intercompany Debt (taking into account amounts already paid at Closing pursuant to Clause 4.4.4) and (2) by reference to the Closing Intercompany Debt, refund any amount that the Seller or the Seller’s Subsidiaries overpaid at Closing pursuant to Clause 4.3.5. 2.4.5 Any net amount required to be paid to Buyer or to Seller, as the case may be, pursuant to Clauses 2.4.2, 2.4.3 or 2.4.4 shall be paid (together with interest on that net amount from the Closing Date until the date of payment at a rate of 6-month EURIBOR per annum at the Closing Date) in cash within five (5) Business Days of the determination of the Closing Net Indebtedness, the Closing Net Working Capital and the Closing Intercompany Debt in accordance with Clause 2.3, by wire transfer of immediately available funds to a the bank account designated by the SellerSeller or Buyer, the amount specified above in paragraph as applicable, at least three (a3) for the Initial Mortgage Loans and the related Transferred Property. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller Business Days prior to the Purchaser on any Subsequent Transfer Date, due date. 2.4.6 Unless the Purchaser shall pay net amounts required to the Seller by wire transfer of immediately available funds be paid are clearly allocated to a bank account designated by the Sellerspecific Asset or Share, the amount specified above in paragraph (a) for the applicable Subsequent Mortgage Loans and the related Transferred Property. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage Loan, the Purchaser shall pay or cause net amounts required to be paid to the Seller Buyer or its designee the Purchase Price specified above for such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was created. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if Seller as the Seller is not paid case may be pursuant to Claims 2.4.2, 2.4.3, 2.4.4, shall be apportioned among the purchase price for such Transferred Property Shares and Assets as provided hereinshown in Part A of Schedule 2.

Payment of Purchase Price. (a) The purchase price (the "Purchase Price") for the Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller on the Closing Date Buyer shall be an amount equal to one-hundred percent (100%) of the related Cut-Off Date Principal Balances. The pay all outstanding Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid by invoices on a monthly basis in accordance with the Purchaser to the Seller on any Subsequent Transfer Date shall be one-hundred percent (100%) terms of the related Cut-Off Date Principal Balances thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Propertythis Section 2.4. (b) In consideration of the sale of the Initial Mortgage Loans and the related Transferred Property by the Seller Not less than ten (10) Business Days prior to the Purchaser on the Closing Date, the Purchaser shall pay Invoice Due Date for all invoices to the Seller on the Closing Date be paid by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the Initial Mortgage Loans and the related Transferred Property. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller to the Purchaser on any Subsequent Transfer Date, the Purchaser shall pay to the Seller by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) Buyer for the applicable Subsequent Mortgage Loans calendar month, Seller shall deliver to Buyer: (i) A draft Payment Notice, setting forth the anticipated aggregate Purchase Price for all Tranches and/or Facilities to be paid in such month; and (ii) Supporting documentation (i.e., Seller’s Deposit Milestone Certificates, bills of lading and Seller’s Certificates of Installation) evidencing the related Transferred Propertyachievement of all applicable Milestones achieved by the applicable Tranches and/or Facilities prior to the date of such draft Payment Notice. (c) [Reserved]Not less than three (3) Business Days prior to the applicable Invoice Due Date for all invoices to be paid by Buyer for such calendar month, Seller shall deliver to Buyer: (i) an executed Payment Notice, setting forth the actual aggregate Purchase Price for all Tranches and/or Facilities to be paid by Buyer in such month, which amount shall in no event exceed the amount notified by Seller to Buyer in the applicable draft Payment Notice except to the extent of any adjustment to such amount resulting from Section 2.8; (ii) Supporting documentation (i.e., Seller’s Deposit Milestone Certificates, bills of lading and Seller’s Certificates of Installation) evidencing the achievement of all applicable Milestones achieved as of such date for all Milestones achieved by the applicable Tranches and/or Facilities between the date on which the draft Payment Notice was delivered and the date on which the executed Payment Notice was delivered. (d) With respect Buyer shall, on the applicable Invoice Due Date indicated in the executed Payment Notice delivered by Seller pursuant to each Additional Balance transferred hereunder with respect to any Mortgage LoanSection 2.4(c), the Purchaser shall pay or cause to be paid to the Seller or its designee the make Purchase Price specified above payments for each Tranche and/or Facility included in such Additional Balance and Payment Notice for which Seller has delivered all applicable documentation evidencing the related Transferred Property in cash on satisfaction of the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was createdapplicable Milestone(s). (e) The If Buyer defaults in any payment when due for any Facility (other than with respect to amounts being disputed in good faith), Seller may, on not less than five (5) Business Days prior notice to Buyer, at its option and without prejudice to its other remedies, (i) suspend performance of its obligations hereunder for such Facility, or defer delivery of such Facility to Buyer and (ii) require that (until all such outstanding payment defaults have been cured) the payment of the portion of the Purchase Price for future Facilities required under Section 2.3(a)(ii) and Section 2.3(a)(iii) above be made immediately prior to the Shipment of the applicable Bloom Systems, but Seller shall not be able to otherwise suspend performance of its obligations hereunder for other Facilities for which no such default exists. (f) Seller shall promptly pay all subcontractors working on the Facilities delivered and installed under this Agreement (including, for clarification, subcontractors working off-Site), and shall, at the time of each payment made to any such subcontractor, obtain a partial or final lien waiver, as applicable, in a form approved by Buyer, and promptly provide Buyer with a copy of each such lien waiver. Seller shall discharge any Liens by such subcontractors within thirty (30) days of receiving notice thereof. Seller shall release all Liens in favor of Seller on each Facility upon final payment of the Purchase Price for such Facility. Upon the failure of Seller to discharge a Lien required to be discharged under this Section 2.3, or else promptly to provide a bond in an amount and from a surety acceptable to Buyer to protect against such Lien, in each case, within thirty (30) days after Seller is aware of the existence thereof, Buyer may, but shall not be obligated to, pay, discharge or obtain a bond or security for such Lien and, upon such payment, discharge or posting of security therefor, shall be entitled immediately to recover from Seller the amount thereof, together with all reasonable and necessary expenses actually incurred by Buyer in connection with such payment or discharge, or to set off all such amounts against any amounts owed by Buyer to Seller hereunder. After receipt of the portions of the Purchase Price for each Facility as provided in Section 2.3(a)(i) and Section 2.3(a)(ii), Seller will issue a statement of the balance of the Purchase Price for such Facility, being the amount which, once paid to Seller, will cause Seller to release its lien on the Facility. Seller hereby agrees that third parties may rely on each such statement. (g) Notwithstanding the foregoing in this Section 2.3 or any other provision of this Agreement to the contrary, if Buyer (a) admits in writing its inability to pay its debts generally as they become due; (b) files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other Legal Requirements of the United States of America or any State, district or territory thereof; (c) makes an assignment for the benefit of creditors; (d) consents to the appointment of a receiver of the whole or any substantial part of its assets; (e) has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof; or if (f) a court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of Buyer’s assets, and such order, judgment or decree is not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Buyer’s assets and such custody or control is not terminated or stayed within ninety (90) days from the date of assumption of such custody or control, then Seller shall have no obligation to sell deliver any Transferred Property Facility hereunder, or if Shipment for the Bloom Systems comprising a Facility has already occurred, Seller shall have the right to require immediate payment of any amount due under Section 2.3(a)(ii) and the right to require that the final payment of the Purchase Price for such Facility be made promptly (but no earlier than Commencement of Operations of such Facility). (h) With respect to any payment due from one party to the Purchaser if other pursuant to this Agreement, unless being contested in good faith, interest shall accrue daily at the Seller is not paid lesser of a monthly rate of one and five-tenths percent (1.5%) or the purchase price for such Transferred Property as provided hereinhighest rate permissible by law on the unpaid balance.

Payment of Purchase Price. (ai) The purchase price Unless a Holder of a PEPS Unit effects an Early Settlement of the underlying Purchase Contract in the manner described in Section 5.9, each such Holder who intends to pay in cash to satisfy such Holder's obligations under the Purchase Contract shall notify the Purchase Contract Agent by use of a notice in substantially the form of Exhibit E hereto of his intention to pay in cash (the "Purchase PriceCash Settlement") the Purchase Price for the Initial Mortgage Loans shares of Georgia-Pacific Group Stock to be purchased pursuant to the related Purchase Contract. Such notice shall be given prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date. Prior to 11:00 a.m. (New York City time) on the next succeeding Business Day, the Purchase Contract Agent shall notify the Collateral Agent and the related Initial Transferred Property Senior Trustee of the receipt of such notices from Holders intending to be paid make a Cash Settlement. (ii) A Holder of a PEPS Unit who has so notified the Purchase Contract Agent of his intention to effect a Cash Settlement in accordance with paragraph (a)(i) above shall pay the Purchase Price to the Securities Intermediary for deposit in the Collateral Account prior to 11:00 a.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date in lawful money of the United States by certified or cashiers' check or wire transfer, in each case in immediately available funds payable to or upon the order of the Securities Intermediary. Any cash received by the Purchaser Collateral Agent shall be invested promptly by the Securities Intermediary in Permitted Investments and paid to the Seller Company on the Closing Purchase Contract Settlement Date in settlement of the Purchase Contract in accordance with the terms of this Agreement and the Pledge Agreement. Any funds received by the Securities Intermediary in respect of the investment earnings from the investment in such Permitted Investments, shall be an amount equal distributed to one-hundred percent (100%) the Purchase Contract Agent when received for payment to the Holder of the related Cut-Off Date Principal Balances. The PEPS Unit. (iii) If a Holder of a PEPS Unit fails to notify the Purchase Contract Agent of his intention to make a Cash Settlement in accordance with paragraph (a)(i) above, or does notify the Purchase Contract Agent as provided in paragraph (a)(i) above of his intention to pay the Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property in cash, but fails to make such payment as required by paragraph (a)(ii) above, such Holder shall be paid by the Purchaser deemed to have consented to the Seller on any Subsequent Transfer Date shall be one-hundred percent (100%) disposition of the related Cut-Off Date Principal Balances thereof Pledged Senior Deferrable Notes pursuant to the Remarketing as described in paragraph (as identified b) below. (iv) Promptly after 11:00 a.m. (New York City time) on the Mortgage Loan Schedule attached to fifth Business Day preceding the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Purchase Contract Settlement Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof Contract Agent, based on notices received by the Purchase Contract Agent pursuant to Section 5.4(a) hereof and notice from the Securities Intermediary regarding cash received by it prior to such time, shall be 100% notify the Collateral Agent and the Senior Trustee of the principal amount aggregate number of Senior Deferrable Notes to be tendered for purchase in the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result Remarketing in a purchase price determined to be notice substantially in the fair market value form of such Additional Balance and the related Transferred PropertyExhibit F hereto. (b) In consideration order to dispose of the sale Senior Deferrable Notes, PEPS Units Holders who have not notified the Purchase Contract Agent of the Initial Mortgage Loans and the related Transferred Property by the Seller their intention to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available funds to effect a bank account designated by the Seller, the amount specified above Cash Settlement as provided in paragraph (aa)(i) above, or who have so notified the Purchase Contract Agent but failed to make such payment as required by paragraph (a)(ii) above, the Company shall engage Xxxxxx Xxxxxxx & Co. Incorporated (the "Remarketing Agent") pursuant to the Remarketing Agreement to sell such Senior Deferrable Notes. In order to facilitate the Remarketing, the Purchase Contract Agent, based on the notices specified in Section 5.4(a)(iv), shall notify the Remarketing Agent, promptly after 11:00 a.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, of the aggregate number of Senior Deferrable Notes that are part of PEPS Units to be remarketed. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, shall cause such Senior Deferrable Notes to be presented to the Remarketing Agent for Remarketing. Upon receipt of such notice from the Purchase Contract Agent and such Senior Deferrable Notes, the Remarketing Agent shall, on the third Business Day immediately preceding the Purchase Contract Settlement Date, use reasonable efforts to remarket such Senior Deferrable Notes on such date at a price equal to at least 100.25% of the Stated Amount ($50.1250), as provided in the Remarketing Agreement. The proceeds from the Remarketing shall automatically be applied by the Collateral Agent, in accordance with the Pledge Agreement, to satisfy in full such PEPS Units Holders' obligations to pay the Purchase Price for the Initial Mortgage Loans and shares of Georgia-Pacific Group Stock under the related Transferred PropertyPurchase Contracts on the Purchase Contract Settlement Date. In consideration addition, $.1250 per Senior Deferrable Note of the sale proceeds shall automatically be remitted to the Remarketing Agent for services rendered in connection with the Remarketing (the "Remarketing Fee"). Any proceeds remaining after satisfaction of any Subsequent Mortgage Loan the Purchase Contract and payment of the Remarketing Fee shall be payable to the Holder of such PEPS Unit. If, in spite of using their reasonable efforts, the Remarketing Agent cannot remarket the related Transferred Property by Senior Deferrable Notes of such Holders of PEPS Units at a price equal to at least 100.25% of the Seller to the Purchaser on any Subsequent Transfer DateStated Amount ($50.1250), the Purchaser Remarketing shall pay be deemed to have failed (a "Failed Remarketing") and in accordance with the Seller by wire transfer terms of immediately available funds to a bank account designated by the SellerPledge Agreement, the amount Collateral Agent, for the benefit of the Company, shall exercise its rights as a secured party with respect to such Senior Deferrable Notes, including those actions specified above in paragraph (ac) below; provided, that if upon a Failed Remarketing the Collateral Agent exercises such rights for the applicable Subsequent Mortgage Loans benefit of the Company with respect to such Senior Deferrable Notes, any accrued and unpaid and deferred interest on such Senior Deferrable Notes shall become payable by the related Transferred PropertyCompany to the Purchase Contract Agent for payment to the Beneficial Owner of the PEPS Units to which such Senior Deferrable Notes relate. The Company shall cause a notice of such Failed Remarketing to be published on the second Business Day immediately preceding the Purchase Contract Settlement Date in a daily newspaper in the English language of general circulation in New York City, which is expected to be The Wall Street Journal, and on Bloomberg News. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder any Senior Deferrable Notes which are subject to a Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect thereto and, subject to any Mortgage Loanapplicable law and paragraph (g) below, may, among other things, (i) retain the Senior Deferrable Notes in full satisfaction of the Holders' obligations under the Purchase Contracts or (ii) sell the Senior Deferrable Notes in one or more public or private sales. (i) Unless a Holder of a Treasury PEPS Units effects an Early Settlement of the underlying Purchase Contract through the early delivery of cash to the Purchase Contract Agent in the manner described in Section 5.9, each such Holder who intends to pay in cash shall notify the Purchase Contract Agent by use of a notice in substantially the form of Exhibit E hereto of his intention to pay in cash the Purchase Price for the shares of Georgia-Pacific Group Stock to be purchased pursuant to the related Purchase Contract. Such notice shall be given prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date. Prior to 11:00 a.m. (New York City time) on the next succeeding Business Day, the Purchaser Purchase Contract Agent shall notify the Collateral Agent of the receipt of such notices from such Holders intending to make a Cash Settlement. (ii) A Holder of a Treasury PEPS Unit who has so notified the Purchase Contract Agent of his intention to make a Cash Settlement in accordance with paragraph (d)(i) above shall pay the Purchase Price to the Securities Intermediary for deposit in the Collateral Account prior to 11:00 a.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date in lawful money of the United States by certified or cause cashiers' check or wire transfer, in each case in immediately available funds payable to or upon the order of the Securities Intermediary. Any cash received by the Collateral Agent shall be invested promptly by the Securities Intermediary in Permitted Investments and paid to the Seller Company on the Purchase Contract Settlement Date in settlement of the Purchase Contract in accordance with the terms of this Agreement and the Pledge Agreement. Any funds received by the Securities Intermediary in respect of the investment earnings from the investment in such Permitted Investments shall be distributed to the Purchase Contract Agent when received for payment to the Holder of the related Treasury PEPS Unit. (iii) If a Holder of a Treasury PEPS Unit fails to notify the Purchase Contract Agent of his intention to make a Cash Settlement in accordance with paragraph (d)(i) above, or its designee does notify the Purchase Contract Agent as provided in paragraph (d)(i) above of his intention to pay the Purchase Price specified above for in cash, but fails to make such Additional Balance payment as required by paragraph (d)(ii) above, then upon the maturity of the Pledged Treasury Securities held by the Securities Intermediary on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount of the Treasury Securities received by the Securities Intermediary shall be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an amount equal to the Purchase Price shall be remitted to the Company as payment thereof without receiving any instructions from the Holder of the related Treasury PEPS Unit. In the event the sum of the proceeds from the related Pledged Treasury Securities and the investment earnings earned from such investments is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall cause the Securities Intermediary to distribute such excess to the Purchase Contract Agent for the benefit of the Holder of the related Transferred Property in cash Treasury PEPS Unit when received. (iv) A Holder of a Treasury PEPS Unit may elect to have the Senior Deferrable Note, no longer a part of a PEPS Unit, remarketed. A Holder making such an election must notify the Senior Trustee prior to 11:00 a.m. (New York City time) on the Payment Date fifth Business Day immediately preceding the Purchase Contract Settlement Date, of the aggregate number of Senior Deferrable Notes that are not part of PEPS Units to be remarketed. Any such notice will be irrevocable and may not be conditioned upon the level at which the Reset Rate is established in the calendar month immediately following Remarketing. Concurrently, the calendar month in which Senior Trustee shall cause such Additional Balance was createdSenior Deferrable Notes to be presented to the Remarketing Agent for Remarketing. (e) Any distribution to Holders of excess funds and interest described above shall be payable at the office of the Purchase Contract Agent in New York City maintained for that purpose or, at the option of the Holder, by check mailed to the address of the Person entitled thereto at such address as it appears on the Register. (f) Upon Cash Settlement of any Purchase Contract: (1) the Collateral Agent will in accordance with the terms of the Pledge Agreement cause the Pledged Senior Deferrable Note or the Pledged Treasury Securities, as the case may be, underlying the relevant Security to be released from the Pledge, free and clear of any security interest of the Company, and transferred to the Purchase Contract Agent for delivery to the Holder thereof or its designee as soon as practicable; and (2) subject to the receipt thereof, the Purchase Contract Agent shall, by book-entry transfer or other appropriate procedures, in accordance with written instructions provided by the Holder thereof, transfer such Senior Deferrable Note or such Treasury Securities, as the case may be (or, if no such instructions are given to the Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Senior Deferrable Note or such Treasury Securities, as the case may be, and any interest payment thereon, in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the abandoned property laws of the relevant State). (g) The Seller obligations of the Holders to pay the Purchase Price are non- recourse obligations and, except to the extent satisfied by Early Settlement or Cash Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the Holders and in no event will Holders be liable for any deficiency between the proceeds of the disposition of Collateral and the Purchase Price. (h) The Company shall not be obligated to issue any shares of Georgia- Pacific Group Stock in respect of a Purchase Contract or deliver any certificates thereof to the Holder of the related PEPS Unit or Treasury PEPS Unit unless the Company shall have no obligation to sell any Transferred Property to received payment in full for the Purchaser if the Seller is not paid the aggregate purchase price for such Transferred Property as provided hereinthe Georgia-Pacific Group Stock to be purchased thereunder in the manner herein set forth.

Payment of Purchase Price. (a) The purchase price (the "Purchase Price") for the Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller on the Closing Date shall be an amount equal to one-hundred percent (100%) of the related Cut-Off Date Principal Balances. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to the Seller on any Subsequent Transfer Date shall be one-hundred percent (100%) of the related Cut-Off Date Principal Balances thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the Initial Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on On the Closing Date, the Purchaser (i) shall pay pay, or cause to be paid, to the Seller on an amount equal to the Base Purchase Price less (A) the Estimated Closing Date Cash Shortfall (if the Estimated Closing Cash Target is greater than the Estimated Closing Cash) plus (B) the Estimated Closing Cash Excess (if Estimated Closing Cash is greater than the Estimated Closing Cash Target) less (C) the Estimated Aggregate Additional Adjustment less (D) the Holdback Amount. (b) If (i) Estimated Closing Cash minus the Estimated Closing Cash Target exceeds (ii) Final Closing Cash minus the Final Closing Cash Target plus the Holdback Release Amount, then the Seller shall pay cash in the amount of such excess to the Purchaser or its designees by wire transfer of immediately available United States funds into an account to a bank account be designated by the SellerPurchaser. If (i) Final Closing Cash minus the Final Closing Cash Target plus the Holdback Release Amount exceeds (ii) Estimated Closing Cash minus the Estimated Closing Cash Target, the amount specified above in paragraph (a) for the Initial Mortgage Loans and the related Transferred Property. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller to the Purchaser on any Subsequent Transfer Date, then the Purchaser shall pay pay, or cause to be paid, cash in the amount of such excess to the Seller or its designees by wire transfer of immediately available United States funds into an account to be designated by the Seller. (c) Subject to Section 2.11(g), if the Final Aggregate Additional Adjustment exceeds the Estimated Aggregate Additional Adjustment, then the Seller shall pay cash in the amount of such excess to the Purchaser or its designees by wire transfer of immediately available United States funds into an account to be designated by the Purchaser. Subject to Section 2.11(g), if the Estimated Aggregate Additional Adjustment exceeds the Final Aggregate Additional Adjustment, then the Purchaser shall pay, or cause to be paid, cash in the amount of such excess to the Seller or its designees by wire transfer of immediately available United States funds into an account to be designated by the Seller. (d) Subject to Section 2.11(g), if the Final Measurement Date NB Adjustment exceeds the sum of the Final True-Up Date NB Adjustment plus the Measurement Date Holdback Amount, then the Seller shall pay cash in the amount of such excess to the Purchaser or its designees by wire transfer of immediately available United States funds into an account to be designated by the Purchaser. Subject to Section 2.11(g), if the sum of the Final True-Up Date NB Adjustment plus the Measurement Date Holdback Amount exceeds the Final Measurement Date NB Adjustment, then the Purchaser shall pay, or cause to be paid, cash in the amount of such excess to the Seller or its designees by wire transfer of immediately available United States funds into an account to be designated by the Seller. (e) All payments required to be made under Section 2.9(b) or Section 2.9(c) will be made within 10 days after the components of all such payments (other than the Holdback Release Amount) have been determined pursuant to Section 2.11 and may be set off against any amounts owed by the Seller to Purchaser under this Agreement (in the case of a payment by Purchaser) or by Purchaser to Seller under this Agreement (in the case of a payment by Seller). To the extent each of the Seller and the Purchaser would otherwise be entitled to a bank payment under Section 2.9(b) or Section 2.9(c), such payments shall be netted against each other. Any payment required to be made under Section 2.9(d) will be made within 10 days after the components of such payment (other than the Measurement Date Holdback Amount) have been determined pursuant to Section 2.11 and may be set off against any amounts owed by the Seller to Purchaser under this Agreement (in the case of a payment by Purchaser) or by Purchaser to Seller under this Agreement (in the case of a payment by Seller). If not paid by the date required under this Section 2.9(e), any payment required under this Section 2.9(e) shall bear interest from and including such date to but excluding the date of payment at a rate per annum equal to the rate of interest published from time to time by The Wall Street Journal, Eastern Edition, as the “prime rate” at JPMorgan Chase Bank. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsed. (f) The Purchaser shall make, or cause to be made, any payment it is required to make to the Seller pursuant to Section 2.9(a), Section 2.9(b), Section 2.9(c) or Section 2.9(d) (i) by wire transfer of immediately available United States funds into an account to be designated by the Seller, the amount specified above in paragraph (aii) for the applicable Subsequent Mortgage Loans and the related Transferred Property. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage Loan, the Purchaser shall pay or cause to be paid by an in-kind transfer to the Seller or its designee designees (which may be effected by book-entry transfer) of any auction rate securities acquired by the Purchase Price specified above for such Additional Balance and the related Transferred Property in cash on the Payment Date Purchaser or its designees that were held in the calendar month immediately following the calendar month in which such Additional Balance was created. (e) The Seller shall have no obligation to sell accounts of Clients at any Transferred Property time prior to the Purchaser if Closing, which securities will be valued at par plus accrued but unpaid interest or dividends, as the Seller is not paid case may be, for purposes of this Section 2.9 or (iii) any combination of the purchase price for such Transferred Property as provided hereinforegoing.

Payment of Purchase Price. (a) Payment of the Purchase Price is due at Closing and shall be adjusted for any Contract Deposits held by Escrow Agent to be disbursed at Closing, taxes or tax withholding applicable to Seller as described in Sections 17 and 18 of this Contract, or as required by other applicable law, Closing Adjustments under Section 26 of this Contract, compensation due to Seller’s real estate broker, and any other items agreed to in writing by Seller and Purchaser. The purchase price (the "Purchase Price") for the Initial Mortgage Loans and the related Initial Transferred Property to price, after adjustments are made, shall be paid to Seller in cash, by the Purchaser to the Seller wire transfer, electronic transfer, certified, treasurer's or bank teller's check, check drawn on the Closing Date trust or escrow account of a real estate broker licensed in the State of Vermont, or, check drawn on the trust or escrow account of an attorney licensed in the State of Vermont, or any combination of the foregoing. Seller and Purchaser agree that, prior to Closing, upon request, the brokers named in Section 29 of this Contract shall be an amount equal to one-hundred percent (100%) provided with a copy of the related Cutproposed TILA-Off Date Principal Balances. The Purchase Price paid for any Subsequent Mortgage Loans RESPA Closing Disclosure (CD) pages 2 and related Subsequent Transferred Property to be paid by the Purchaser to the Seller on any Subsequent Transfer Date 3 (Closing Cost Details and Summaries of Transactions) and, at Closing, upon request, said brokers shall be one-hundred percent (100%) provided a copy of the related Cut-Off Date Principal Balances thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided final CD(s) signed by the Seller)Seller and Purchaser. In the case of each Additional Balance and event Seller requests funds by wire transfer or by certified, treasurer's or bank teller's check, Seller shall provide notice thereof to the related Transferred Property sold hereunder created on attorney or after settlement agent closing the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and transaction within a reasonable time prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date date scheduled for Closing. All fees or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted charges incurred to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the Initial Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available enable funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the Initial Mortgage Loans and the related Transferred Property. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller to the Purchaser on any Subsequent Transfer Date, the Purchaser shall pay to the Seller by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the applicable Subsequent Mortgage Loans and the related Transferred Property. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage Loan, the Purchaser shall pay or cause to be paid to Seller by wire transfer, certified, treasurer's or bank teller's check shall be paid for at Closing by Seller. Unless otherwise agreed to in writing, or as directed by the attorney or settlement agent closing the transaction, all Contract Deposits held by Escrow Agent shall be paid directly to Seller at Closing and credited toward the total proceeds to be paid to Seller at Closing. In the event the attorney or its designee settlement agent closing the Purchase Price specified above for such Additional Balance and transaction requests Xxxxxx Agent to deliver the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was created. (e) The Seller shall have no obligation to sell any Transferred Property Contract Deposits prior to the date set for Closing, Seller and Purchaser if hereby authorize Escrow Agent to do so, provided the Seller is not paid Contract Deposit funds are made payable to the purchase price for such Transferred Property closing attorney or settlement agent’s trust or escrow account and Escrow Agent reasonably believes the Closing shall occur as provided hereinscheduled.

Payment of Purchase Price. (a) The purchase price (the "Purchase Price") for the Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller on the Closing Date shall be an amount equal to one-hundred percent (100%) of the related Cut-Off Date Principal Balances. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to the Seller on any Subsequent Transfer Date shall be one-hundred percent (100%) of the related Cut-Off Date Principal Balances thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the Initial Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the Initial Mortgage Loans and the related Transferred Property. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property Sale Portfolio Sold by the Seller to the Purchaser on any Subsequent Transfer Date, Purchase Date shall be paid in a combination of: (i) immediately available funds; and (ii) if the Purchaser shall does not have sufficient funds to pay the full amount of the Purchase Price (after taking into account the proceeds the Purchaser expects to receive from the Advances under the Revolving Credit and Security Agreement), by means of a capital contribution by the Seller to the Seller Purchaser. (b) The portion of such Purchase Price to be paid in immediately available funds shall be paid by wire transfer of immediately available funds on the applicable Purchase Date to a bank an account designated by the Seller, Seller on or before such Purchase Date or by means of proper accounting entries being entered upon the amount specified above in paragraph (a) for accounts and records of the Seller and the Purchaser on the applicable Subsequent Mortgage Loans and the related Transferred PropertyPurchase Date. (c) [Reserved]Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date elect to designate all or a portion of the Sale Portfolio proposed to be transferred to the Purchaser on such date as a capital contribution to the Purchaser. In such event, the Purchase Price payable with respect to such transfer shall be reduced by that portion of the Purchase Price attributable to the Sale Portfolio that was so contributed; provided that, Loan Assets contributed to the Purchaser as capital shall constitute part of the Sale Portfolio for all purposes of this Agreement. To the extent that the cash purchase price paid by Purchaser to Seller for any Sale Portfolio is less than the fair market value of such Sale Portfolio, the difference will be deemed to be a capital contribution made by the Seller to Purchaser. (d) With respect In connection with each delivery of a Loan Assignment, the Seller hereunder shall be deemed to each Additional Balance transferred hereunder have certified, with respect to any Mortgage Loan, the Purchaser shall pay or cause Sale Portfolio to be paid to Sold by it on such day, that its representations and warranties contained in Sections 4.1 and 4.2 are true and correct in all material respects on and as of such day, with the Seller same effect as though made on and as of such day (other than any representation or its designee the Purchase Price specified above for such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month warranty that is made as of a specific date in which case such Additional Balance was createdrepresentation or warranty shall be true and correct in all respects as of such specific date). (e) The Seller shall have no obligation to sell Upon the payment of the Purchase Price for any Transferred Property Purchase, title to the Sale Portfolio included in such Purchase shall vest in the Purchaser, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Purchaser if shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller is not paid the purchase price for in fact to satisfy any such Transferred Property as provided hereincondition precedent, covenant or agreement.

Payment of Purchase Price. (a) The purchase price (the "Purchase Price") for , less the Initial Mortgage Loans and Closing ------------------------- Escrow Amount, will be payable at the related Initial Transferred Property to be paid Closing by the Purchaser wire transfer as specified in Section 2.4(b). Prior to the Seller on Closing, the parties hereto shall provide all necessary information as to the accounts to which such payments shall be made. The Closing Escrow Amount shall be deposited with the Closing Date shall be an amount equal to one-hundred percent (100%) of the related Cut-Off Date Principal Balances. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser Escrow Agent pursuant to the Seller on any Subsequent Transfer Date shall be one-hundred percent (100%) of the related Cut-Off Date Principal Balances thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred PropertyEscrow Agreement. (b) In consideration of the sale of the Initial Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on Not later than 30 Business Days after the Closing Date, Buyer shall deliver to the Purchaser Sellers unaudited statements of Commercial's Closing Date Net Working Capital (as herein defined) prepared by Buyer (which date of such delivery is hereinafter referred to as the "Delivery Date"). The statement of ------------- Closing Date Net Working Capital shall be prepared from the books and records of Commercial in accordance with GAAP applied on a basis consistent with the Commercial Year-End Balance Sheets referred to in Section 3.4 hereof (except for the omission of certain footnotes and other presentation items required by GAAP with respect to annual financial statements or annual accounts and subject to other normal year-end adjustments). The statement of Closing Date Net Working Capital shall be subject to verification by Sellers not later than 20 Business Days after the Delivery Date. In the event that the Closing Date Net Working Capital is less than the Benchmark Net Working Capital (as hereinafter defined), Sellers shall pay to Buyer in cash or other immediately available funds the Seller on amount by which the Closing Date by wire transfer of Net Working Capital is less than the Benchmark Net Working Capital. In the event the Closing Date Net Working Capital is greater than the Benchmark Net Working Capital, Buyer shall pay to Sellers in cash or other immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph by which the Closing Date Net Working Capital exceeds the Benchmark Net Working Capital. As used herein, "Closing Date Net Working Capital" means the (ai) for sum of Commercial's current -------------------------------- assets (excluding cash and cash equivalents) less (ii) the Initial Mortgage Loans sum of Commercial's ---- current liabilities (excluding short term debt and the related Transferred Propertycurrent portion of long term debt), each as determined as of the Closing Date in accordance with GAAP applied on a basis consistent with the Commercial Year End Balance Sheets referred to in Section 3.4 hereof. "Benchmark Net Working Capital" means ----------------------------- $9,250,000. In consideration the event that Buyer and Sellers cannot agree as to the amount of the sale of any Subsequent Mortgage Loan and Closing Date Net Working Capital within 10 days following the related Transferred Property by verification period, either party may refer the Seller matter to the Purchaser on any Subsequent Transfer DatePittsburgh office of Ernst and Young L.L.P., and such firm shall be responsible for determining the Purchaser amounts of the Closing Date Net Working Capital for purposes of this Section 2.2; provided, however, that the amount not in dispute, if any, shall pay to the Seller by wire transfer of be paid in cash or other immediately available funds as set forth above. The cost of such determination by such independent certified public accountants shall be borne one-half by Buyer and one-half by Sellers. Any adjustments to a bank account designated by the Seller, the amount specified above in paragraph (a) for the applicable Subsequent Mortgage Loans and the related Transferred Property. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage Loan, the Purchaser shall pay or cause to be paid to the Seller or its designee the Purchase Price specified above for such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was created. (erequired by this Section 2.2(b) The Seller shall have no obligation to sell any Transferred Property will be allocated to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided hereinShareholders pro rata in accordance with their respective ownership interests.

Payment of Purchase Price. (a) The sale of the Initial Home Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Home Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the Interest Coverage Amount into the Pre-Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price (the "Purchase Price") for the GMACM Initial Mortgage Home Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $78,232,440.43 in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price for the WG Trust Initial Home Loans to be paid by the Purchaser to WG Trust on the Closing Date shall be an amount equal to $47,494,934.28 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid Home Loan by the Purchaser to Indenture Trustee from funds on deposit in the Seller on any Subsequent Transfer Date Pre-Funding Account, at the direction of the Issuer, shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Home Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Home Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Home Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Home Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Home Loan sold by GMACM. (c) In consideration of the sale of the WG Trust Initial Home Loans by WG Trust to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust, the amount specified above in paragraph (a) for the applicable Subsequent Mortgage Loans WG Trust Initial Home Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust and the related Transferred Property. (c) [Reserved] (d) With respect Purchaser. In consideration of the sale of any Subsequent Home Loan by WG Trust to each Additional Balance transferred hereunder with respect to any Mortgage Loanthe Issuer, the Purchaser Issuer shall pay or cause to be paid WG Trust by wire transfer of immediately available funds to a bank account designated by WG Trust, the Seller or its designee the Purchase Price amount specified above in paragraph (a) for such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was createdeach Subsequent Home Loan sold by WG Trust. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The purchase price (the "Purchase Price") Price for the Initial Mortgage Loans and the any Collateral related Initial Transferred Property to be paid Schedule 1 acquired by the Purchaser to Buyer from the Intermediate Seller (including the Closing Date Participations) on the Closing Date shall be an amount equal to one-hundred percent (100%) paid by a combination of cash and the issuance of the related Cut-Off Class C-2 Notes, the Class D Notes and a portion of the Subordinated Notes by the Buyer to the Intermediate Seller and by subsequent transfer of such cash from the Intermediate Seller to the Seller. With respect to any Purchase Date Principal Balancesafter the Closing Date, to the extent the value of the Collateral transferred by the Seller to the Intermediate Seller and from the Intermediate Seller to the Buyer exceeds the value of the cash and the Class C-2 Notes, the Class D Notes and a portion of the Subordinated Notes received by the Intermediate Seller or Seller (as applicable) for such assets, such excess shall be deemed to constitute a capital contribution from the Seller to the Intermediate Seller and from the Intermediate Seller to the Buyer. To the extent the value of the cash and the Class C-2 Notes, the Class D Notes and a portion of the Subordinated Notes received by the Intermediate Seller or Seller (as applicable) from the Buyer exceeds the value of the assets transferred by the Seller to the Intermediate Seller and by the Intermediate Seller to the Buyer, such excess shall be deemed to constitute a dividend from the Buyer to the Intermediate Seller and the Intermediate Seller to the Seller. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property Collateral acquired by the Buyer from the Intermediate Seller on any Purchase Date after the Closing Date pursuant to this Agreement shall be paid in a combination of (A) immediately available funds in cash and by subsequent transfer of such cash from the Purchaser Intermediate Seller to the Seller on any Subsequent Transfer Date shall be one-hundred percent and (100%B) of if the related Cut-Off Date Principal Balances thereof (as identified on Buyer does not have sufficient funds in cash to pay the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal full amount of the related Draw under the related Loan Agreement on the later Purchase Price, by means of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as a capital contribution by the Seller to the Intermediate Seller and by a subsequent capital contribution by the Purchaser mutually agree will result in a purchase price determined Intermediate Seller to be the fair market value of such Additional Balance and the related Transferred PropertyBuyer. (b) In consideration The Purchase Price for any Collateral purchased by the Buyer to be settled directly with a subsidiary of the sale Seller on any Purchase Date after the Closing Date shall be paid in immediately available funds, which may comprise, if the Buyer does not have sufficient funds in cash to pay the full amount of the Initial Mortgage Loans and the related Transferred Property Purchase Price, amounts contributed by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Intermediate Seller on the Closing Date by wire transfer of immediately available funds to a bank account designated and by the Seller, the amount specified above in paragraph (a) for the Initial Mortgage Loans and the related Transferred Property. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Intermediate Seller to the Purchaser on any Subsequent Transfer Date, the Purchaser shall pay to the Seller by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the applicable Subsequent Mortgage Loans and the related Transferred PropertyBuyer. (c) [Reserved]Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date occurring after the Closing Date elect to designate all or a portion of the Collateral proposed to be transferred to the Buyer on such date as a capital contribution to the Intermediate Seller and in turn a capital contribution by the Intermediate Seller to the Buyer. In such event, the cash portion of the Purchase Price payable with respect to such transfer shall be reduced by that portion of the Purchase Price of the Collateral that was so contributed; provided that Collateral contributed to the Buyer as capital shall constitute Collateral for all purposes of this Agreement. (d) With respect The Seller, in connection with each Purchase hereunder relating to each Additional Balance transferred hereunder any Collateral, shall be deemed to have certified, and hereby does certify, with respect to any Mortgage Loan, the Purchaser shall pay or cause Collateral to be paid to purchased by the Seller or Buyer on such day, that its designee representations and warranties contained in Article IV are true and correct on and as of such day, with the Purchase Price specified above for same effect as though made on and as of such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was createdday. (e) The Seller shall have no obligation to sell Upon the payment of the Purchase Price for any Transferred Property Purchase, title to the Purchaser if Collateral included in such Purchase shall vest in the case of Collateral related to Schedule 1 initially in the Intermediate Seller is not paid and then in the purchase price for such Transferred Property Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Intermediate Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Intermediate Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (f) Collateral Obligations may be purchased or acquired from time to time by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The purchase price (On the "Purchase Price") for the Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller on the Closing Date shall be an amount equal to one-hundred percent (100%) of the related Cut-Off Date Principal Balances. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to the Seller on any Subsequent Transfer Date shall be one-hundred percent (100%) of the related Cut-Off Date Principal Balances thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the Initial Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the Initial Mortgage Loans and the related Transferred Property. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller to the Purchaser on any Subsequent Transfer Date, the Purchaser shall pay to the Seller, with respect to all of the Seller's right, title and interest in, to and under all Receivables and all Seller by wire transfer Related Security existing at the close of immediately available funds to business on the Transfer Date, a bank account designated payment consisting of $82,650 multiplied by the SellerPurchase Percentage. (b) On each Business Day during the Effective Period (each, a "Purchase Date"), the amount specified above in paragraph (a) for Seller shall determine the applicable Subsequent Mortgage Loans Receivables and the related Transferred PropertySeller Related Security with respect thereto arising since the close of business on the preceding Business Day, which Receivables and Seller Related Security shall be deemed available for purchase by the Purchaser on such Purchase Date. To the extent that any sale of Receivables is not reflected in the Daily Report, such Receivables and the Seller Related Security with respect thereto will nevertheless be deemed sold to such Purchaser in every respect and all of the Seller's rights, title and interest in, to and under such Receivables and Seller Related Security will be deemed to have been sold to the Purchaser. (c) [Reserved]The purchase price payable to the Seller for the Receivables and Seller Related Security to be purchased on any Purchase Date shall be an amount equal to the product of (i) the aggregate Outstanding Balance of all Receivables deemed available for purchase pursuant to paragraph (b) above and (ii) the Purchase Percentage for such Purchase Date (such amount, the "Purchase Price"), provided, however, that such Purchase Price shall not be less than the reasonably equivalent value of the Receivables to which such Purchase Price relates, and in the event that, in the reasonable judgment of either the Seller or the Purchaser, such Purchase Price is less than such reasonably equivalent value or does not reflect the fair market value of such Receivables, within five Business Days after such Purchase Date, each of the Seller and the Purchaser (after notice to the other party) shall appoint a Person (other than an Affiliate of the Purchaser or Seller) in the business of purchasing trade receivables, and such Persons shall appoint a third Person (other than an Affiliate of the Purchaser or Seller) in such business, and such Persons shall make an independent appraisal of the value of such Receivables and shall determine a Purchase Price which reasonably reflects the fair market value of such Receivables. The Purchase Percentage with respect to each Determination Date shall be calculated in the Determination Date Certificate with respect to such Determination Date and such calculation shall be used in the calculation of the Purchase Price owed under this Agreement for all Purchases occurring from and including such Determination Date to but excluding the next Determination Date. (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage Loan, the Purchaser The Purchase Price shall pay or cause to be paid to the Seller or its designee on the applicable Purchase Date in immediately available funds to the extent of funds available to the Purchaser. The excess, if any, of the Purchase Price specified over the payment therefor set forth in clauses (a) and (c) above for such Additional Balance and shall be deemed to be a loan by the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was created. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if (a "Subordinated Loan") evidenced by the Seller is not paid Subordinated Note of the purchase price for such Transferred Property Purchaser substantially in the form attached hereto as provided herein.Exhibit A.

Payment of Purchase Price. (a) The sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the Interest Coverage Amount into the Pre-Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price (the "Purchase Price") for the GMACM Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to GMACM on the Seller Closing Date (and any interest of GMACM in any portion of the WG Trust Mortgage Loans transferred pursuant to Section 2.01(h) above) shall be an amount equal to $124,067,634.23 in immediately available funds, together with the Certificates, in respect of the Cut-Off Date Principal Balances thereof. The Purchase Price for the WG Trust 2001-A Initial Mortgage Loans to be paid by the Purchaser to WG Trust 2001-A on the Closing Date shall be an amount equal to one-hundred percent (100%) $3,048,302.86 in immediately available funds, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price for the WG Trust 2003-A Initial Mortgage Loans to be paid by the Purchaser to WG Trust 2003-A on the Closing Date shall be an amount equal to $340,835,377.60 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid Loan by the Purchaser to Indenture Trustee from funds on deposit in the Seller on any Subsequent Transfer Date Pre-Funding Account, at the direction of the Issuer, shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by GMACM. (c) In consideration of the sale of the WG Trust 2001-A Initial Mortgage Loans by WG Trust 2001-A to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust 2001-A on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust 2001-A, the amount specified above in paragraph (a) for the applicable WG Trust 2001-A Initial Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust 2001-A and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loans and Loan by WG Trust 2001-A to the related Transferred Property. Issuer, the Issuer shall pay to WG Trust 2001-A by wire transfer of immediately available funds to a bank account designated by WG Trust 2001-A, the amount specified above in paragraph (ca) [Reserved]for each Subsequent Mortgage Loan sold by WG Trust 2001-A. (d) With respect In consideration of the sale of the WG Trust 2003-A Initial Mortgage Loans by WG Trust 2003-A to each Additional Balance transferred hereunder with respect to any Mortgage Loanthe Purchaser on the Closing Date, the Purchaser shall pay or cause to WG Trust 2003-A on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust 2003-A, the amount specified above in paragraph (a) for the WG Trust 2003-A Initial Mortgage Loans; provided, that such payment may be paid on a net funding basis if agreed by WG Trust 2003-A and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loan by WG Trust 2003-A to the Seller or its designee Issuer, the Purchase Price Issuer shall pay to WG Trust 2003-A by wire transfer of immediately available funds to a bank account designated by WG Trust 2003-A, the amount specified above in paragraph (a) for such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was created. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.each Subsequent Mortgage Loan sold by WG Trust 2003-A.

Payment of Purchase Price. Subject to applicable reimbursement credits to Buyer and Sellers for pro-rations identified in Section 2.05(d) below, Buyer agrees to pay or deliver the Purchase Price as follows: (ai) The purchase price (No later than the "Purchase Price") for third Business Day immediately preceding the Initial Mortgage Loans and Closing Date, Sellers shall deliver to Buyer a written closing statement certified by a Principal Member, setting forth in detail Sellers’ good faith estimate of the related Initial Transferred Property to be paid by the Purchaser to the Seller on Closing Inventory as of the Closing Date (the “Preliminary Closing Inventory”). If Buyer reasonably believes the Preliminary Closing Inventory delivered by Sellers is unreasonable, Buyer and Sellers shall cooperate in good faith to resolve such dispute. If any disputed matter cannot be resolved, the Preliminary Closing Inventory will be calculated based upon Sellers’ position concerning such disputed matter without prejudice to the right of Buyer to raise such disputed matter again in accordance with the determination of the Closing Inventory pursuant to Section 2.06(a). (ii) At the Closing, Buyer shall pay to Sellers a cash closing payment (the “Closing Payment”) in an amount equal to one-hundred percent (100%A) of the related Cut-Off Date Principal BalancesPreliminary Purchase Price, minus (B) the Escrow Amount. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to the Seller on any Subsequent Transfer Date Closing Payment shall be one-hundred percent (100%) of the related Cut-Off Date Principal Balances thereof (as identified on the Mortgage Loan Schedule attached made to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off DateSellers, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the Initial Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available funds to a bank the account or accounts designated in writing by the Seller, the amount specified above in paragraph Sellers. (aiii) for the Initial Mortgage Loans and the related Transferred Property. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller to the Purchaser on any Subsequent Transfer Date, the Purchaser The Escrow Amount shall pay to the Seller be deposited by wire transfer of immediately available funds to a bank into an account designated by the SellerEscrow Agent and shall be held for a period up to fifteen (15) months and distributed in accordance with the terms of the Escrow Agreement to satisfy any and all Losses incurred or sustained by, or imposed upon, the amount specified above in paragraph (a) for Buyer Indemnitees that are recoverable by the applicable Subsequent Mortgage Loans and the related Transferred PropertyBuyer Indemnitees against Sellers pursuant to Article VIII. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage Loan, the Purchaser shall pay or cause to be paid to the Seller or its designee the Purchase Price specified above for such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was created. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the Interest Coverage Amount into the Pre-Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price (the "Purchase Price") for the GMACM Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $110,065,790.85 in immediately available funds, together with the Certificates and the Variable Funding Notes, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price for the WG Trust Initial Mortgage Loans to be paid by the Purchaser to WG Trust on the Closing Date shall be an amount equal to $136,673,763.52 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid Loan by the Purchaser to Indenture Trustee from funds on deposit in the Seller on any Subsequent Transfer Date Pre-Funding Account, at the direction of the Issuer, shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerAgreement). In the case of each Additional Balance and the related Transferred Property sold transferred hereunder created on or after the Cut-Off Date (or any the Subsequent Cut-Off Date, as applicable, Date in the case of a Subsequent Mortgage Loan) and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date (or any the related Subsequent Cut-Off Date, as applicable, Transfer Date in the case of a Subsequent Mortgage Loan) and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Mortgage Loan. (c) In consideration of the sale of the WG Trust Initial Mortgage Loans by WG Trust to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust, the amount specified above in paragraph (a) for the applicable WG Trust Initial Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loans and Loan by WG Trust to the related Transferred PropertyIssuer, the Issuer shall pay to WG Trust by wire transfer of immediately available funds to a bank account designated by WG Trust, the amount specified above in paragraph (a) for each Subsequent Mortgage Loan. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Initial Mortgage Loan or Subsequent Mortgage Loan, the Issuer as assignee of the Purchaser shall pay or cause to be paid to the Seller GMACM or its designee the Purchase Price specified above for such Additional Balance in one of the following ways, as applicable: (i) a cash payment pursuant to Section 3.03(b) of the Servicing Agreement and Section 2.3(a) hereof in an amount equal to the related Draw, if then available from Principal Collections during the related Collection Period on the Mortgage Loans, or from funds on deposit in the Funding Account, and (ii) to the extent aggregate Draws exceed Principal Collections and the amount on deposit in the Funding Account for such Collection Period, an increase in the Variable Funding Balance of the Variable Funding Notes of the related Transferred Property in cash on Class or an issuance of new Variable Funding Notes, as of the Payment Date in corresponding to the calendar month immediately following the calendar month Collection Period in which such Additional Balance was Balances were created. (e) The Seller shall have no obligation to sell any Transferred Property , equal to the Purchaser if the Seller is not paid the purchase price for amount of such Transferred Property as provided hereinexcess.

Payment of Purchase Price. (a) The purchase price (the "Purchase Price") for sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the related Interest Coverage Amount into the Pre Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price for the GMACM Initial Transferred Property Mortgage Loans to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $463,466,862.86 in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price paid purchase price for any Subsequent the WG Trust 2003 Initial Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to WG Trust 2003 on the Seller on Closing Date shall be an amount equal to $276,148,497.64 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The purchase price paid for any Subsequent Transfer Date Mortgage Loan by the Indenture Trustee pursuant to the terms hereunder shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold transferred hereunder created on or after the Cut-Off Date (or any the Subsequent Cut-Off Date, as applicable, Date in the case of a Subsequent Mortgage Loan) and prior to the commencement of the Rapid Amortization Period, the Purchase Price purchase price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date (or any the related Subsequent Cut-Off Date, as applicable, Transfer Date in the case of a Subsequent Mortgage Loan) and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by GMACM. (c) In consideration of the sale of the WG Trust 2003 Initial Mortgage Loans by WG Trust 2003 to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust 2003 on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust 2003, the amount specified above in paragraph (a) for the applicable WG Trust 2003 Initial Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust 2003 and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loans and Loan by WG Trust 2003 to the related Transferred PropertyIssuer, the Issuer shall pay to WG Trust 2003 by wire transfer of immediately available funds to a bank account designated by WG Trust 2003, the amount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by WG Trust 2003. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Initial Mortgage Loan or Subsequent Mortgage Loan, the Issuer as assignee of the Purchaser shall pay or cause to be paid to the Seller GMACM or its designee the Purchase Price purchase price specified above for such Additional Balance in one of the following ways, as applicable, a cash payment pursuant to Section 3.03(b) of the Servicing Agreement and Section 2.3(a) hereof in an amount equal to the related Transferred Property in cash Draw, if then available from Principal Collections during the related Collection Period on the Payment Date Mortgage Loans, or from funds on deposit in the calendar month immediately following Funding Account or from the calendar month in which such payment of the Additional Balance was createdIncrease Amount pursuant to Section 3.05 of the Indenture. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The purchase price Purchase Price shall be paid or evidenced by the delivery at the Closing of: A. The deposit by Buyer with the Escrow Agent of the sum of $1,000,000 (the "Purchase PriceEscrowed Amount") to be held in an interest bearing escrow account and guaranteed to Buyer to earn five percent (5%) interest, and to be disbursed after Closing in accordance with the terms set forth in the Escrow Agreement. The Escrowed Amount shall be used to fund: (i) the post-Closing adjustments (without regard to the Threshold Amount); and (ii) indemnification pursuant to Paragraph 9.04 for the Initial Mortgage Loans breach, if any, of the representations and warranties of Seller set forth in Paragraph 3.13 (to which claims the related Initial Transferred Property Threshold Amount shall apply), as well as any and all representations and warranties of Seller or Shareholder with respect to be paid by environmental compliance (to which claims the Purchaser to the Seller Threshold Amount shall apply). B. The issuance on the Closing Date shall be an amount by Buyer to Shareholder of a two-year warrant agreement in the form of Schedule 2.06B hereto (the "Warrant") pursuant to which the Shareholder may purchase from Buyer 100,000 shares of Buyer's $.01 par value Common Stock, at a price equal to one-hundred percent the closing price of Buyer's stock on the last trading day preceding the execution of this Agreement (100%) of the related Cut-Off Date Principal Balances"Warrant Amount"). The Purchase Price paid Warrant shall not be exercisable by Shareholder for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to the Seller on any Subsequent Transfer Date shall be one-hundred percent a period of six (100%6) of the related Cut-Off Date Principal Balances thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or months after the Cut-Off Date or any Subsequent Cut-Off Closing Date, as applicable, . Within one hundred and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. twenty (b120) In consideration of the sale of the Initial Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on days after the Closing Date, Buyer shall use its best efforts to submit all required information and filings with the Purchaser shall pay Securities and Exchange Commission in order to register the shares of Buyer's Common Stock sufficient to cover Shareholder's exercise of the Warrant. C. Payment by Buyer to Seller on of the Closing Date aggregate amount of the Purchase Price, less the Escrowed Amount, Warrant Amount and any adjustments made at Closing, by wire transfer of immediately available funds to a bank account designated account(s) identified by Seller within two (2) days prior to Closing. The amount of the post-Closing adjustment to the Purchase Price shall be paid by Buyer or Seller, the amount specified above in paragraph (a) for the Initial Mortgage Loans and the related Transferred Property. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller to the Purchaser on any Subsequent Transfer Dateas applicable, the Purchaser shall pay to the Seller by wire transfer of immediately available funds to a bank account designated by one hundred eighty (180) calendar days after the SellerClosing Date; provided, however, the amount specified above in paragraph (a) for Parties may mutually agree to an earlier payment of such amounts. Further, if, prior to the applicable Subsequent Mortgage Loans and the related Transferred Property. (c) [Reserved] (d) With respect expiration of such 180 day period, Buyer notifies Seller that it is prepared to each Additional Balance transferred hereunder resolve an issue with respect to any Mortgage Loan, the Purchaser shall pay or cause post-Closing adjustments to be paid to the Seller or its designee the Purchase Price specified above for such Additional Balance and that Seller must pay money to Buyer, the related Transferred Property in cash on portion of the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was created. (e) The Seller shall have no obligation to sell any Transferred Property Escrowed Amount equal to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.amount owed to Buyer shall cease to accrue further interest pursuant to Paragraph 2.06A.

Payment of Purchase Price. (a) 3.1 The purchase price (the "Purchase Price") Initial Payment for the Initial Mortgage Loans and the related Initial Transferred Property to each Factored Receivable shall be paid by the Purchaser to the Seller Company by check, by electronic transfer or deposit to a Company operating account, or by debit to the Reserve Account. The amount of any Initial Payment may be reduced by set off against any Obligations then due and payable (including charge back items hereunder, such as Repurchase Price payments, Discounts and fee assessments). 3.2 A Residual Payment for a Factored Receivable shall be payable by GCBC to Company unless otherwise provided herein, on the Closing Date third (3rd) Business Day following the date GCBC receives and deposits the proceeds of collection of the subject Receivable in a collected amount equal to or greater than the GCBC Investment. No Residual Payment shall be payable on Factored Receivables unless and until GCBC has collected from the Account Debtor, or from Company if obligated to repurchase, an amount equal to one-hundred percent (100%) the GCBC Investment. GCBC may charge back to Company’s Reserve Account or other deposit accounts the amount of any Residual Payment for which credit has been given where the check given in payment of the related Cut-Off Date Principal BalancesFactored Receivable is not honored in full upon presentment. GCBC shall be entitled to withhold payment to the Company of the Residual Payment for a Factored Receivable if an Event of Default exists, if it is determined that it is an Ineligible Receivable or if GCBC in its sole and absolute discretion believes that such balance should be held in the Reserve Account to provide adequate available balances for existing or potential charges against the Reserve Account. 3.3 The Purchase Price paid for parties agree that, without the prior written consent of GCBC, the GCBC Investment in Factored Receivables hereunder (exclusive of discounts, fees, interest and other compensation) shall not exceed the Facility Limit, and any Subsequent Mortgage Loans and related Subsequent Transferred Property to such excess shall be paid by Company to GCBC on demand so as to reduce the Purchaser total GCBC Investments (excluding Discounts and fees) to the Seller on any Subsequent Transfer Date shall be one-hundred percent (100%) an amount not in excess of the related Cut-Off Date Principal Balances thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred PropertyFacility Limit. (b) In consideration of the sale of the Initial Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the Initial Mortgage Loans and the related Transferred Property. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller to the Purchaser on any Subsequent Transfer Date, the Purchaser shall pay to the Seller by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the applicable Subsequent Mortgage Loans and the related Transferred Property. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage Loan, the Purchaser shall pay or cause to be paid to the Seller or its designee the Purchase Price specified above for such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was created. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The sale of the Initial Home Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Home Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the Interest Coverage Amount into the Pre-Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price (the "Purchase Price") for the GMACM Initial Mortgage Home Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $1,924,797.51 in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price for the WG Trust Initial Home Loans to be paid by the Purchaser to WG Trust on the Closing Date shall be an amount equal to $208,472,097.46 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid Home Loan by the Purchaser to Indenture Trustee from funds on deposit in the Seller on any Subsequent Transfer Date Pre-Funding Account, at the direction of the Issuer, shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Home Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Home Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Home Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Home Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Home Loan sold by GMACM. (c) In consideration of the sale of the WG Trust Initial Home Loans by WG Trust to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust, the amount specified above in paragraph (a) for the applicable Subsequent Mortgage Loans WG Trust Initial Home Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust and the related Transferred Property. (c) [Reserved] (d) With respect Purchaser. In consideration of the sale of any Subsequent Home Loan by WG Trust to each Additional Balance transferred hereunder with respect to any Mortgage Loanthe Issuer, the Purchaser Issuer shall pay or cause to be paid WG Trust by wire transfer of immediately available funds to a bank account designated by WG Trust, the Seller or its designee the Purchase Price amount specified above in paragraph (a) for such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was createdeach Subsequent Home Loan sold by WG Trust. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The purchase price (the "Purchase Price") for sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the related Interest Coverage Amount into the Pre Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price for the GMACM Initial Transferred Property Mortgage Loans to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $514,499,803.10 in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price paid purchase price for any Subsequent the WG Trust 2003 Initial Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to WG Trust 2003 on the Seller on Closing Date shall be an amount equal to $403,122,187.36 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The purchase price paid for any Subsequent Transfer Date Mortgage Loan by the Indenture Trustee from funds on deposit in the Pre-Funding Account, at the direction of the Issuer, pursuant to the terms hereunder shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by GMACM. (c) In consideration of the sale of the WG Trust 2003 Initial Mortgage Loans by WG Trust 2003 to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust 2003 on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust 2003, the amount specified above in paragraph (a) for the applicable WG Trust 2003 Initial Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust 2003 and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loans and Loan by WG Trust 2003 to the related Transferred Property. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage LoanIssuer, the Purchaser Issuer shall pay or cause to be paid WG Trust 2003 by wire transfer of immediately available funds to a bank account designated by WG Trust 2003, the Seller or its designee the Purchase Price amount specified above in paragraph (a) for such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was createdeach Subsequent Mortgage Loan sold by WG Trust 2003. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the Interest Coverage Amount into the Pre-Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price (the "Purchase Price") for the GMACM Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $449,500,327.40 in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price for the WG Trust Initial Mortgage Loans to be paid by the Purchaser to WG Trust on the Closing Date shall be an amount equal to $82,826,823.18 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid Loan by the Purchaser to Indenture Trustee from funds on deposit in the Seller on any Subsequent Transfer Date Pre-Funding Account, at the direction of the Issuer, shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by GMACM. (c) In consideration of the sale of the WG Trust Initial Mortgage Loans by WG Trust to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust, the amount specified above in paragraph (a) for the applicable WG Trust Initial Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loans and Loan by WG Trust to the related Transferred Property. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage LoanIssuer, the Purchaser Issuer shall pay or cause to be paid WG Trust by wire transfer of immediately available funds to a bank account designated by WG Trust, the Seller or its designee the Purchase Price amount specified above in paragraph (a) for such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was createdeach Subsequent Mortgage Loan sold by WG Trust. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The purchase price (the "Purchase Price") for sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the related Interest Coverage Amount into the Pre Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price for the GMACM Initial Transferred Property Mortgage Loans to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $614,155,093.43 in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price paid purchase price for any Subsequent the WG Trust 2003 Initial Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to WG Trust 2003 on the Seller on Closing Date shall be an amount equal to $237,771,741.10 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The purchase price paid for any Subsequent Transfer Date Mortgage Loan by the Indenture Trustee from funds on deposit in the Pre-Funding Account, at the direction of the Issuer, pursuant to the terms hereunder shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by GMACM. (c) In consideration of the sale of the WG Trust 2003 Initial Mortgage Loans by WG Trust 2003 to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust 2003 on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust 2003, the amount specified above in paragraph (a) for the applicable WG Trust 2003 Initial Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust 2003 and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loans and Loan by WG Trust 2003 to the related Transferred Property. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage LoanIssuer, the Purchaser Issuer shall pay or cause to be paid WG Trust 2003 by wire transfer of immediately available funds to a bank account designated by WG Trust 2003, the Seller or its designee the Purchase Price amount specified above in paragraph (a) for such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was createdeach Subsequent Mortgage Loan sold by WG Trust 2003. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The purchase price (the "Purchase Price") for sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the related Interest Coverage Amount into the Pre Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price for the GMACM Initial Transferred Property Mortgage Loans to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $52,225,650.34 in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price paid purchase price for any Subsequent the WG Trust 2003 Initial Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to WG Trust 2003 on the Seller on Closing Date shall be an amount equal to $733,427,885.54 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The purchase price paid for any Subsequent Transfer Date Mortgage Loan by the Indenture Trustee from funds on deposit in the Pre-Funding Account, at the direction of the Issuer, pursuant to the terms hereunder shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by GMACM. (c) In consideration of the sale of the WG Trust 2003 Initial Mortgage Loans by WG Trust 2003 to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust 2003 on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust 2003, the amount specified above in paragraph (a) for the applicable WG Trust 2003 Initial Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust 2003 and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loans and Loan by WG Trust 2003 to the related Transferred Property. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage LoanIssuer, the Purchaser Issuer shall pay or cause to be paid WG Trust 2003 by wire transfer of immediately available funds to a bank account designated by WG Trust 2003, the Seller or its designee the Purchase Price amount specified above in paragraph (a) for such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was createdeach Subsequent Mortgage Loan sold by WG Trust 2003. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the Interest Coverage Amount into the Pre-Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price (the "Purchase Price") for the GMACM Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $183,365,063.11 in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price for the WG Trust Initial Mortgage Loans to be paid by the Purchaser to WG Trust 2001 on the Closing Date shall be an amount equal to $222,999,272.85 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid Loan by the Purchaser to Indenture Trustee from funds on deposit in the Seller on any Subsequent Transfer Date Pre-Funding Account, at the direction of the Issuer, shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold transferred hereunder created on or after the Cut-Off Date (or any the Subsequent Cut-Off Date, as applicable, Date in the case of a Subsequent Mortgage Loan) and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date (or any the related Subsequent Cut-Off Date, as applicable, Transfer Date in the case of a Subsequent Mortgage Loan) and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by GMACM. (c) In consideration of the sale of the WG Trust Initial Mortgage Loans by WG Trust 2001 to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust 2001 on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust 2001, the amount specified above in paragraph (a) for the applicable WG Trust Initial Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust 2001 and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loans and Loan by WG Trust 2001 to the related Transferred PropertyIssuer, the Issuer shall pay to WG Trust 2001 by wire transfer of immediately available funds to a bank account designated by WG Trust 2001, the amount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by WG Trust 2001. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Initial Mortgage Loan or Subsequent Mortgage Loan, the Issuer as assignee of the Purchaser shall pay or cause to be paid to the Seller GMACM or its designee the Purchase Price specified above for such Additional Balance in one of the following ways, as applicable, a cash payment pursuant to Section 3.03(b) of the Servicing Agreement and Section 2.3(a) hereof in an amount equal to the related Transferred Property in cash Draw, if then available from Principal Collections during the related Collection Period on the Payment Date Mortgage Loans, or from funds on deposit in the calendar month immediately following Funding Account or the calendar month in which such Pre-Funding Account or from the payment of the Additional Balance was createdIncrease Amount pursuant to Section 3.05 of the Indenture. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the Interest Coverage Amount into the Pre-Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price (the "Purchase Price") for the GMACM Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $309,794,342.94 in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price for the WG Trust Initial Mortgage Loans to be paid by the Purchaser to WG Trust on the Closing Date shall be an amount equal to $533,549,971.71 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid Loan by the Purchaser to Indenture Trustee from funds on deposit in the Seller on any Subsequent Transfer Date Pre-Funding Account, at the direction of the Issuer, shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by GMACM. (c) In consideration of the sale of the WG Trust Initial Mortgage Loans by WG Trust to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust, the amount specified above in paragraph (a) for the applicable WG Trust Initial Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loans and Loan by WG Trust to the related Transferred Property. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage LoanIssuer, the Purchaser Issuer shall pay or cause to be paid WG Trust by wire transfer of immediately available funds to a bank account designated by WG Trust, the Seller or its designee the Purchase Price amount specified above in paragraph (a) for such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was createdeach Subsequent Mortgage Loan sold by WG Trust. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The sale of the Initial Home Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Home Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the Interest Coverage Amount into the Pre-Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price (the "Purchase Price") for the GMACM Initial Mortgage Home Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $119,968,677.18 in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price for the WG Trust Initial Home Loans to be paid by the Purchaser to WG Trust on the Closing Date shall be an amount equal to $396,067,187.23 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid Home Loan by the Purchaser to Indenture Trustee from funds on deposit in the Seller on any Subsequent Transfer Date Pre-Funding Account, at the direction of the Issuer, shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Home Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Home Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Home Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Home Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Home Loan sold by GMACM. (c) In consideration of the sale of the WG Trust Initial Home Loans by WG Trust to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust, the amount specified above in paragraph (a) for the applicable Subsequent Mortgage Loans WG Trust Initial Home Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust and the related Transferred Property. (c) [Reserved] (d) With respect Purchaser. In consideration of the sale of any Subsequent Home Loan by WG Trust to each Additional Balance transferred hereunder with respect to any Mortgage Loanthe Issuer, the Purchaser Issuer shall pay or cause to be paid WG Trust by wire transfer of immediately available funds to a bank account designated by WG Trust, the Seller or its designee the Purchase Price amount specified above in paragraph (a) for such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was createdeach Subsequent Home Loan sold by WG Trust. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the Interest Coverage Amount into the Pre-Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price (the "Purchase Price") for the GMACM Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $395,254,908.96 in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price for the WG Trust Initial Mortgage Loans to be paid by the Purchaser to WG Trust on the Closing Date shall be an amount equal to $314,057,215.22 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid Loan by the Purchaser to Indenture Trustee from funds on deposit in the Seller on any Subsequent Transfer Date Pre-Funding Account, at the direction of the Issuer, shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by GMACM. (c) In consideration of the sale of the WG Trust Initial Mortgage Loans by WG Trust to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust, the amount specified above in paragraph (a) for the applicable WG Trust Initial Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loans and Loan by WG Trust to the related Transferred Property. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage LoanIssuer, the Purchaser Issuer shall pay or cause to be paid WG Trust by wire transfer of immediately available funds to a bank account designated by WG Trust, the Seller or its designee the Purchase Price amount specified above in paragraph (a) for such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was createdeach Subsequent Mortgage Loan sold by WG Trust. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The purchase price (the "Purchase Price") for sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the related Interest Coverage Amount into the Pre Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price for the GMACM Initial Transferred Property Mortgage Loans to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $523,420,277.63 in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price paid purchase price for any Subsequent the WG Trust 2003 Initial Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to WG Trust 2003 on the Seller on Closing Date shall be an amount equal to $219,151,407.84 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The purchase price paid for any Subsequent Transfer Date Mortgage Loan by the Indenture Trustee pursuant to the terms hereunder shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold transferred hereunder created on or after the Cut-Off Date (or any the Subsequent Cut-Off Date, as applicable, Date in the case of a Subsequent Mortgage Loan) and prior to the commencement of the Rapid Amortization Period, the Purchase Price purchase price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date (or any the related Subsequent Cut-Off Date, as applicable, Transfer Date in the case of a Subsequent Mortgage Loan) and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by GMACM. (c) In consideration of the sale of the WG Trust 2003 Initial Mortgage Loans by WG Trust 2003 to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust 2003 on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust 2003, the amount specified above in paragraph (a) for the applicable WG Trust 2003 Initial Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust 2003 and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loans and Loan by WG Trust 2003 to the related Transferred PropertyIssuer, the Issuer shall pay to WG Trust 2003 by wire transfer of immediately available funds to a bank account designated by WG Trust 2003, the amount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by WG Trust 2003. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Initial Mortgage Loan or Subsequent Mortgage Loan, the Issuer as assignee of the Purchaser shall pay or cause to be paid to the Seller GMACM or its designee the Purchase Price purchase price specified above for such Additional Balance in one of the following ways, as applicable, a cash payment pursuant to Section 3.03(b) of the Servicing Agreement and Section 2.3(a) hereof in an amount equal to the related Transferred Property in cash Draw, if then available from Principal Collections during the related Collection Period on the Payment Date Mortgage Loans, or from funds on deposit in the calendar month immediately following Funding Account or from the calendar month in which such payment of the Additional Balance was createdIncrease Amount pursuant to Section 3.05 of the Indenture. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the Interest Coverage Amount into the Pre-Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price (the "Purchase Price") for the GMACM Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $191,617,286.35 in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price for the WG Trust Initial Mortgage Loans to be paid by the Purchaser to WG Trust on the Closing Date shall be an amount equal to $269,766,667.10 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid HEL by the Purchaser to Indenture Trustee from funds on deposit in the Seller on any Subsequent Transfer Date Pre-Funding Account, at the direction of the Issuer, shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the each GMACM Initial Mortgage Loans Loan; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property HEL by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the applicable each Subsequent Mortgage Loans and the related Transferred PropertyHEL. (c) [Reserved] (d) With respect In consideration of the sale of the WG Trust Initial Mortgage Loans by WG Trust to each Additional Balance transferred hereunder with respect to any Mortgage Loanthe Purchaser on the Closing Date, the Purchaser shall pay or cause to be paid WG Trust on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust, the Seller or its designee the Purchase Price amount specified above in paragraph (a) for each WG Trust Initial Mortgage Loan; provided, that such Additional Balance payment may be on a net funding basis if agreed by WG Trust and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was createdPurchaser. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The purchase price (the "Purchase Price") for sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the related Interest Coverage Amount into the Pre Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price for the GMACM Initial Transferred Property Mortgage Loans to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $528,325,780.78 in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price paid purchase price for any Subsequent the WG Trust 2003 Initial Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to WG Trust 2003 on the Seller on Closing Date shall be an amount equal to $419,762,298.04 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The purchase price paid for any Subsequent Transfer Date Mortgage Loan by the Indenture Trustee pursuant to the terms hereunder shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold transferred hereunder created on or after the Cut-Off Date (or any the Subsequent Cut-Off Date, as applicable, Date in the case of a Subsequent Mortgage Loan) and prior to the commencement of the Rapid Amortization Period, the Purchase Price purchase price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement Mortgage Note on the later of the Closing Date (or any the related Subsequent Cut-Off Date, as applicable, Transfer Date in the case of a Subsequent Mortgage Loan) and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by GMACM. (c) In consideration of the sale of the WG Trust 2003 Initial Mortgage Loans by WG Trust 2003 to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust 2003 on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust 2003, the amount specified above in paragraph (a) for the applicable WG Trust 2003 Initial Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust 2003 and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loans and Loan by WG Trust 2003 to the related Transferred PropertyIssuer, the Issuer shall pay to WG Trust 2003 by wire transfer of immediately available funds to a bank account designated by WG Trust 2003, the amount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by WG Trust 2003. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Initial Mortgage Loan or Subsequent Mortgage Loan, the Issuer as assignee of the Purchaser shall pay or cause to be paid to the Seller GMACM or its designee the Purchase Price purchase price specified above for such Additional Balance in one of the following ways, as applicable, a cash payment pursuant to Section 3.03(b) of the Servicing Agreement and Section 2.3(a) hereof in an amount equal to the related Transferred Property in cash Draw, if then available from Principal Collections during the related Collection Period on the Payment Date Mortgage Loans, or from funds on deposit in the calendar month immediately following Funding Account or from the calendar month in which such payment of the Additional Balance was createdIncrease Amount pursuant to Section 3.05 of the Indenture. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (ai) The purchase price Unless a Tax Event Redemption has occurred or a Holder of a PEPS Unit effects an Early Settlement of the underlying Purchase Contract in the manner described in Section 5.9, each such Holder who intends to pay in cash to satisfy such Holder's obligations under the Purchase Contract shall notify the Purchase Contract Agent by use of a notice in substantially the form of Exhibit E hereto of his intention to pay in cash (the "Purchase PriceCash Settlement") the Purchase Price for the Initial Mortgage Loans and the related Initial Transferred Property shares of Common Stock to be paid by the Purchaser to the Seller on the Closing Date shall be an amount equal to one-hundred percent (100%) of the related Cut-Off Date Principal Balances. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to the Seller on any Subsequent Transfer Date shall be one-hundred percent (100%) of the related Cut-Off Date Principal Balances thereof (as identified on the Mortgage Loan Schedule attached purchased pursuant to the related Subsequent Transfer Agreement provided by the Seller)Purchase Contract. In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and Such notice shall be given prior to 5:00 p.m. (New York City time) on the commencement of seventh Business Day immediately preceding November 16, 2002. Prior to 11:00 a.m. (New York City time) on the Rapid Amortization Periodnext succeeding Business Day, the Purchase Contract Agent shall notify the Collateral Agent and the Indenture Trustee of the receipt of such notices from Holders intending to make a Cash Settlement. (ii) A Holder of a PEPS Unit who has so notified the Purchase Contract Agent of his intention to effect a Cash Settlement in accordance with paragraph (a)(i) above shall pay the Purchase Price thereof to the Securities Intermediary for deposit in the Collateral Account prior to 11:00 a.m. (New York City time) on the fifth Business Day immediately preceding November 16, 2002, in lawful money of the United States by certified or cashiers' check or wire transfer, in each case in immediately available funds payable to or upon the order of the Securities Intermediary. Any cash received by the Collateral Agent shall be 100% invested promptly by the Securities Intermediary in Permitted Investments and paid to the Company on the Purchase Contract Settlement Date in settlement of the principal amount Purchase Contracts in accordance with the terms of this Agreement and the Pledge Agreement. Any funds received by the Securities Intermediary in respect of the related Draw under investment earnings from such Permitted Investments in excess of the related Loan Agreement Purchase Price for the shares of Common Stock to be purchased by such Holder shall be distributed to the Purchase Contract Agent when received for payment to the Holder. (iii) If a Holder of a PEPS Unit fails to notify the Purchase Contract Agent of his intention to make a Cash Settlement in accordance with paragraph (a)(i) above, or does notify the Purchase Contract Agent as provided in paragraph (a)(i) above of his intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph (a)(ii) above, such Holder shall be deemed to have consented to the disposition of the Pledged Preferred Securities or the Pledged Senior Deferrable Notes pursuant to the Remarketing as described in paragraph (b) below. (iv) Promptly after 11:00 a.m. (New York City time) on the later fifth Business Day preceding the Purchase Contract Settlement Date, the Purchase Contract Agent, based on notices received by the Purchase Contract Agent pursuant to Section 5.4(a) hereof and notice from the Securities Intermediary regarding cash received by it prior to such time, shall notify the Collateral Agent and the Property Trustee of the Closing Date aggregate number of Preferred Securities or any Subsequent Cut-Off Date, as applicable, and Senior Deferrable Notes to be tendered for purchase in the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result Remarketing in a purchase price determined to be notice substantially in the fair market value form of such Additional Balance and the related Transferred PropertyExhibit F hereto. (b) In consideration order to dispose of the sale Preferred Securities or Senior Deferrable Notes, PEPS Units Holders who have not notified the Purchase Contract Agent of the Initial Mortgage Loans and the related Transferred Property by the Seller their intention to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available funds to effect a bank account designated by the Seller, the amount specified above Cash Settlement as provided in paragraph (aa)(i) above, or who have so notified the Purchase Contract Agent but failed to make such payment as required by paragraph (a)(ii) above, the Company shall engage Xxxxxx Xxxxxxx & Co. Incorporated (the "Remarketing Agent") pursuant to the Remarketing Agreement to sell such Preferred Securities or Senior Deferrable Notes. In order to facilitate the Remarketing, the Purchase Contract Agent, based on the notices specified in Section 5.4(a)(iv), shall notify the Remarketing Agent, promptly after 11:00 a.m. (New York City time) on the fifth Business Day immediately preceding November 16, 2002, of the aggregate number of Preferred Securities or Senior Deferrable Notes that are part of PEPS Units to be remarketed. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, shall cause such Preferred Securities or Senior Deferrable Notes to be presented to the Remarketing Agent for Remarketing. Upon receipt of such notice from the Purchase Contract Agent and such Preferred Securities or Senior Deferrable Notes, the Remarketing Agent shall, on the third Business Day immediately preceding November 16, 2002, use reasonable efforts to remarket such Preferred Securities or Senior Deferrable Notes on such date at a price equal to at least 100.25% of the Stated Amount ($25.0625) per Preferred Security or Senior Deferrable Note, as provided in the Remarketing Agreement. The proceeds from the Remarketing shall be invested by the Collateral Agent in Permitted Investments, in accordance with the Pledge Agreement, and then applied to satisfy in full such PEPS Units Holders' obligations to pay the Purchase Price for the Initial Mortgage Loans and shares of Common Stock under the related Transferred PropertyPurchase Contracts on the Purchase Contract Settlement Date. In consideration addition, $.0625 per Preferred Security or Senior Deferrable Note of the sale proceeds shall automatically be remitted to the Remarketing Agent for services rendered in connection with the Remarketing (the "Remarketing Fee"). Any proceeds remaining after satisfaction of any Subsequent Mortgage Loan the Purchase Contract and payment of the Remarketing Fee shall be payable to the Holder of such PEPS Unit. If, in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the related Transferred Property by Preferred Securities or Senior Deferrable Notes of such Holders of PEPS Units at a price equal to at least 100.25% of the Seller Stated amount ($25.0625), then the Remarketing Agent shall increase the distribution rate on the Preferred Securities or the interest rate on the Senior Deferrable Notes, as the case may be, so that the market value of such Preferred Securities will equal $25.0625. If the Remarketing Agent cannot Remarket the Preferred Securities or the Senior Deferrable Notes, as the case may be, after such increase the Remarketing shall be deemed to have failed (a "Failed Remarketing") and in accordance with the Purchaser on any Subsequent Transfer Dateterms of the Pledge Agreement, the Purchaser Collateral Agent, for the benefit of the Company, shall pay exercise its rights as a secured party with respect to the Seller by wire transfer of immediately available funds to a bank account designated by the Sellersuch Preferred Securities or Senior Deferrable Notes, the amount including those actions specified above in paragraph (ac) below; provided, that if upon a Failed Remarketing the Collateral Agent exercises such rights for the applicable Subsequent Mortgage Loans benefit of the Company with respect to such Preferred Securities or Senior Deferrable Notes, any accrued and unpaid distributions on such Preferred Securities or Senior Deferrable Notes shall become payable by the related Transferred PropertyCompany to the Purchase Contract Agent for payment to the Beneficial Owner of the PEPS Units to which such Preferred Securities or Senior Deferrable Notes relate. The Company shall cause a notice of such Failed Remarketing to be published on the second Business Day immediately preceding the Purchase Contract Settlement Date in a daily newspaper in the English language of general circulation in New York City, which is expected to be The Wall Street Journal, and on Bloomberg News. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder any Preferred Securities or Senior Deferrable Notes which are subject to a Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect thereto and, subject to any Mortgage Loanapplicable law and paragraph (g) below, may, among other things, (i) retain the Preferred Securities or Senior Deferrable Notes in full satisfaction of the Holders' obligations under the Purchase Contracts or (ii) sell the Preferred Securities or Senior Deferrable Notes in one or more public or private sales. (i) Unless a Holder of a Treasury PEPS Units or PEPS Units (if a Tax Event Redemption has occurred) effects an Early Settlement of the underlying Purchase Contract through the early delivery of cash to the Purchase Contract Agent in the manner described in Section 5.9, each Holder of a Treasury PEPS Unit or PEPS Unit (if a Tax Event Redemption has occurred) who intends to pay in cash shall notify the Purchase Contract Agent by use of a notice in substantially the form of Exhibit E hereto of his intention to pay in cash the Purchase Price for the shares of Common Stock to be purchased pursuant to the related Purchase Contract. Such notice shall be given prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding November 16, 2002. Prior to 11:00 a.m. (New York City time) on the next succeeding Business Day, the Purchaser Purchase Contract Agent shall notify the Collateral Agent of the receipt of such notices from such Holders intending to make a Cash Settlement. Treasury PEPS Unit holders may make Cash Settlements only in integral multiples of 40 Treasury PEPS Units. (ii) A Holder of a Treasury PEPS Unit or PEPS Units (if a Tax Event Redemption has occurred) who has so notified the Purchase Contract Agent of his intention to make a Cash Settlement in accordance with paragraph (d)(i) above shall pay the Purchase Price to the Securities Intermediary for deposit in the Collateral Account prior to 11:00 a.m. (New York City time) on the Business Day immediately preceding November 16, 2002, in lawful money of the United States by certified or cause cashiers' check or wire transfer, in each case in immediately available funds payable to or upon the order of the Securities Intermediary. Any cash received by the Collateral Agent shall be invested promptly by the Securities Intermediary in Permitted Investments and paid to the Seller or its designee Company on the Purchase Contract Settlement Date in settlement of the Purchase Contract in accordance with the terms of this Agreement and the Pledge Agreement. Any funds received by the Securities Intermediary in respect of the investment earnings from the investment in such Permitted Investments in excess of the Purchase Price for the shares of common stock to be purchased by such Holder shall be distributed to the Purchase Contract Agent when received for payment to the Holder. (iii) If a Holder of a Treasury PEPS Unit or Holder of a PEPS Unit (if a Tax Event Redemption has occurred) fails to notify the Purchase Contract Agent of his intention to make a Cash Settlement in accordance with paragraph (d)(i) above, or does notify the Purchase Contract Agent as provided in paragraph (d)(i) above of his intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph (d)(ii) above, then upon the maturity of the Pledged Treasury Securities or the appropriate Applicable Ownership Interest (as specified above for in clause (A) of the definition of such Additional Balance term) of the Treasury Portfolio held by the Securities Intermediary on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount of the Treasury Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio received by the Securities Intermediary shall be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an amount equal to the Purchase Price shall be remitted to the Company as payment thereof without receiving any instructions from the Holder. In the event the sum of the proceeds from the related Pledged Treasury Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio and the investment earnings earned from such investments is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall cause the Securities Intermediary to distribute such excess to the Purchase Contract Agent for the benefit of the Holder of the related Transferred Treasury PEPS Unit or PEPS Unit when received. (iv) A Holder of a Treasury PEPS Unit or a holder of a Preferred Security that is no longer part of a PEPS Unit may elect to have the Preferred Securities or the Senior Deferrable Notes, as the case may be, that are no longer a part of a PEPS Unit, remarketed. A Holder making such an election must notify the Property in cash Trustee prior to 11:00 a.m. (New York City time) on the Payment Date fifth Business Day immediately preceding November 16, 2002, of the aggregate number of Preferred Securities or Senior Deferrable Notes, as the case may be, that are not part of PEPS Units to be remarketed. Any such notice will be irrevocable and may not be conditioned upon the level at which the Reset Rate is established in the calendar month immediately following Remarketing. Concurrently, the calendar month in which Property Trustee shall cause such Additional Balance was createdPreferred Securities or Senior Deferrable Notes, as the case may be, to be presented to the Remarketing Agent for Remarketing. (e) Any distribution to Holders of excess funds described above shall be payable at the office of the Purchase Contract Agent in New York City maintained for that purpose or, at the option of the Holder, by check mailed to the address of the Person entitled thereto at such address as it appears on the Register. (f) Upon Cash Settlement of any Purchase Contract: (i) the Collateral Agent will in accordance with the terms of the Pledge Agreement cause the Pledged Preferred Securities, Pledged Senior Deferrable Notes, the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, underlying the relevant Security to be released from the Pledge, free and clear of any security interest of the Company, and transferred to the Purchase Contract Agent for delivery to the Holder thereof or its designee as soon as practicable; and (ii) subject to the receipt thereof, the Purchase Contract Agent shall, by book-entry transfer or other appropriate procedures, in accordance with written instructions provided by the Holder thereof, transfer such Preferred Securities, Senior Deferrable Notes, or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or such Treasury Securities, as the case may be (or, if no such instructions are given to the Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Preferred Securities, Senior Deferrable Notes, or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or such Treasury Securities, as the case may be, and any interest payment thereon, in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the abandoned property laws of the relevant state). (g) The Seller obligations of the Holders to pay the Purchase Price are non-recourse obligations and, except to the extent satisfied by Early Settlement or Cash Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the Holders and in no event will Holders be liable for any deficiency between the proceeds of the disposition of Collateral and the Purchase Price. (h) The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates thereof to the Holder of the related PEPS Unit or Treasury PEPS Unit unless the Company shall have no obligation to sell any Transferred Property to received payment in full for the Purchaser if the Seller is not paid the aggregate purchase price for such Transferred Property as provided hereinthe Common Stock to be purchased thereunder in the manner herein set forth.

Payment of Purchase Price. (a) The sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the Interest Coverage Amount into the Pre-Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price (the "Purchase Price") for the GMACM Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $113,453,072.59 in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price for the WG Trust Initial Mortgage Loans to be paid by the Purchaser to WG Trust 2001 on the Closing Date shall be an amount equal to $187,022,200.37 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid Loan by the Purchaser to Indenture Trustee from funds on deposit in the Seller on any Subsequent Transfer Date Pre-Funding Account, at the direction of the Issuer, shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold transferred hereunder created on or after the Cut-Off Date (or any the Subsequent Cut-Off Date, as applicable, Date in the case of a Subsequent Mortgage Loan) and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date (or any the related Subsequent Cut-Off Date, as applicable, Transfer Date in the case of a Subsequent Mortgage Loan) and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by GMACM. (c) In consideration of the sale of the WG Trust Initial Mortgage Loans by WG Trust 2001 to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust 2001 on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust 2001, the amount specified above in paragraph (a) for the applicable WG Trust Initial Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust 2001 and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loans and Loan by WG Trust 2001 to the related Transferred PropertyIssuer, the Issuer shall pay to WG Trust 2001 by wire transfer of immediately available funds to a bank account designated by WG Trust 2001, the amount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by WG Trust 2001. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Initial Mortgage Loan or Subsequent Mortgage Loan, the Issuer as assignee of the Purchaser shall pay or cause to be paid to the Seller GMACM or its designee the Purchase Price specified above for such Additional Balance in one of the following ways, as applicable, a cash payment pursuant to Section 3.03(b) of the Servicing Agreement and Section 2.3(a) hereof in an amount equal to the related Transferred Property in cash Draw, if then available from Principal Collections during the related Collection Period on the Payment Date Mortgage Loans, or from funds on deposit in the calendar month immediately following Funding Account or the calendar month in which such Pre-Funding Account or from the Additional Balance was createdIncrease Amount. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) Payment of the Purchase Price is due at Closing and shall be adjusted for any Contract Deposits held by Escrow Agent to be disbursed at Closing, taxes or tax withholding applicable to Seller as described in Sections 17 and 18 of this Contract, or as required by other applicable law, Closing Adjustments under Section 25 of this Contract, compensation due to Seller’s real estate broker, and any other items agreed to in writing by Seller and Purchaser. The purchase price (the "Purchase Price") for the Initial Mortgage Loans and the related Initial Transferred Property to price, after adjustments are made, shall be paid to Seller in cash, by the Purchaser to the Seller wire transfer, electronic transfer, certified, treasurer’s or bank teller’s check, check drawn on the Closing Date trust or escrow account of a real estate broker licensed in the State of Vermont, or, check drawn on the trust or escrow account of an attorney licensed in the State of Vermont, or any combination of the foregoing. Seller and Purchaser agree that, prior to Closing, upon request, the brokers named in Section 28 of this Contract shall be an amount equal to one-hundred percent (100%) provided with a copy of the related Cutproposed TILA-Off Date Principal Balances. The Purchase Price paid for any Subsequent Mortgage Loans RESPA Closing Disclosure (CD) pages 2 and related Subsequent Transferred Property to be paid by the Purchaser to the Seller on any Subsequent Transfer Date 3 (Closing Cost Details and Summaries of Transactions) and, at Closing, upon request, said brokers shall be one-hundred percent (100%) provided a copy of the related Cut-Off Date Principal Balances thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided final CD(s) signed by the Seller)Seller and Purchaser. In the case of each Additional Balance and event Seller requests funds by wire transfer or by certified, treasurer’s or bank teller’s check, Seller shall provide notice thereof to the related Transferred Property sold hereunder created on attorney or after settlement agent closing the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and transaction within a reasonable time prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date date scheduled for Closing. All fees or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted charges incurred to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the Initial Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available enable funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the Initial Mortgage Loans and the related Transferred Property. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller to the Purchaser on any Subsequent Transfer Date, the Purchaser shall pay to the Seller by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the applicable Subsequent Mortgage Loans and the related Transferred Property. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage Loan, the Purchaser shall pay or cause to be paid to Seller by wire transfer, certified, treasurer’s or bank teller’s check shall be paid for at Closing by Seller. Unless otherwise agreed to in writing, or as directed by the attorney or settlement agent closing the transaction, all Contract Deposits held by Escrow Agent shall be paid directly to Seller at Closing and credited toward the total proceeds to be paid to Seller at Closing. In the event the attorney or its designee settlement agent closing the Purchase Price specified above for such Additional Balance and transaction requests Escrow Agent to deliver the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was created. (e) The Seller shall have no obligation to sell any Transferred Property Contract Deposits prior to the date set for Closing, Seller and Purchaser if hereby authorize Escrow Agent to do so, provided the Seller is not paid Contract Deposit funds are made payable to the purchase price for such Transferred Property closing attorney or settlement agent’s trust or escrow account and Escrow Agent reasonably believes the Closing shall occur as provided hereinscheduled.

Payment of Purchase Price. (a) The purchase price (the "Purchase Price") Price for the Initial Mortgage Loans and the any Collateral related Initial Transferred Property to be paid Schedule 1 acquired by the Purchaser to Buyer from the Intermediate Seller (including the Closing Date Participations) on the Closing Date shall be an amount equal to one-hundred percent (100%) paid by a combination of cash and the issuance of each of the related Cut-Off Class D Notes and the Preferred Shares by the Buyer to the Intermediate Seller and by subsequent transfer of such cash from the Intermediate Seller to the Seller. With respect to any Purchase Date Principal Balancesafter the Closing Date, to the extent the value of the Collateral transferred by the Seller to the Intermediate Seller and from the Intermediate Seller to the Buyer exceeds the value of the cash received by the Intermediate Seller for such assets, such excess shall be deemed to constitute a capital contribution from the Seller to the Intermediate Seller and from the Intermediate Seller to the Buyer. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property Collateral acquired by the Buyer from the Intermediate Seller on any Purchase Date after the Closing Date pursuant to this Agreement shall be paid in a combination of (i) immediately available funds in cash and by subsequent transfer of such cash from the Purchaser Intermediate Seller to the Seller on any Subsequent Transfer Date shall be one-hundred percent and (100%ii) of if the related Cut-Off Date Principal Balances thereof (as identified on Buyer does not have sufficient funds in cash to pay the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal full amount of the related Draw under the related Loan Agreement on the later Purchase Price, by means of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as a capital contribution by the Seller to the Intermediate Seller and by a subsequent capital contribution by the Purchaser mutually agree will result in a purchase price determined Intermediate Seller to be the fair market value of such Additional Balance and the related Transferred PropertyBuyer. (b) In consideration The Purchase Price for any Collateral purchased by the Buyer to be settled directly with a subsidiary of the sale Seller on any Purchase Date after the Closing Date shall be paid in immediately available funds, which may comprise, if the Buyer does not have sufficient funds in cash to pay the full amount of the Initial Mortgage Loans and the related Transferred Property Purchase Price, amounts contributed by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Intermediate Seller on the Closing Date by wire transfer of immediately available funds to a bank account designated and by the Seller, the amount specified above in paragraph (a) for the Initial Mortgage Loans and the related Transferred Property. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Intermediate Seller to the Purchaser on any Subsequent Transfer Date, the Purchaser shall pay to the Seller by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the applicable Subsequent Mortgage Loans and the related Transferred PropertyBuyer. (c) [Reserved]Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date occurring after the Closing Date elect to designate all or a portion of the Collateral proposed to be transferred to the Buyer on such date as a capital contribution to the Intermediate Seller and in turn a capital contribution by the Intermediate Seller to the Buyer. In such event, the cash portion of the Purchase Price payable with respect to such transfer shall be reduced by that portion of the Purchase Price of the Collateral that was so contributed; provided that Collateral contributed to the Buyer as capital shall constitute Collateral for all purposes of this Agreement. (d) With respect The Seller, in connection with each Purchase hereunder relating to each Additional Balance transferred hereunder any Collateral, shall be deemed to have certified, and hereby does certify, with respect to any Mortgage Loan, the Purchaser shall pay or cause Collateral to be paid to purchased by the Seller or Buyer on such day, that its designee representations and warranties contained in Article IV are true and correct on and as of such day, with the Purchase Price specified above for same effect as though made on and as of such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was createdday. (e) The Seller shall have no obligation to sell Upon the payment of the Purchase Price for any Transferred Property Purchase, title to the Purchaser if Collateral included in such Purchase shall vest in the case of Collateral related to Schedule 1 initially in the Intermediate Seller is not paid and then in the purchase price for such Transferred Property Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Intermediate Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Intermediate Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (f) Collateral Obligations may be purchased or acquired from time to time by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The purchase price With respect to each Purchase Date, to the extent the value of the Collateral transferred by the Seller to the Intermediate Seller and from the Intermediate Seller to the Buyer exceeds the value of the consideration received by the Intermediate Seller or Seller (the "Purchase Price"as applicable) for such assets, such excess shall be deemed to constitute a capital contribution from the Initial Mortgage Loans Seller to the Intermediate Seller and from the Intermediate Seller to the Buyer. To the extent the value of the cash received by the Intermediate Seller or Seller (as applicable) from the Buyer exceeds the value of the assets transferred by the Seller to the Intermediate Seller and by the Intermediate Seller to the Buyer, such excess shall be deemed to constitute a dividend from the Buyer to the Intermediate Seller and the related Initial Transferred Property to be paid by the Purchaser Intermediate Seller to the Seller on the Closing Date shall be an amount equal to one-hundred percent (100%) of the related Cut-Off Date Principal BalancesSeller. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property Collateral acquired by the Buyer from the Intermediate Seller on any Purchase Date pursuant to this Agreement shall be paid in a combination of (A) immediately available funds in cash and by subsequent transfer of such cash from the Purchaser Intermediate Seller to the Seller on any Subsequent Transfer Date shall be one-hundred percent and (100%B) of if the related Cut-Off Date Principal Balances thereof (as identified on Buyer does not have sufficient funds in cash to pay the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal full amount of the related Draw under the related Loan Agreement on the later Purchase Price, by means of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as a capital contribution by the Seller to the Intermediate Seller and by a subsequent capital contribution by the Purchaser mutually agree will result in a purchase price determined Intermediate Seller to be the fair market value of such Additional Balance and the related Transferred PropertyBuyer. (b) In consideration The Purchase Price for any Collateral purchased by the Buyer to be settled directly with a subsidiary of the sale Seller on any Purchase Date shall be paid in immediately available funds, which may comprise, if the Buyer does not have sufficient funds in cash to pay the full amount of the Initial Mortgage Loans and the related Transferred Property Purchase Price, amounts contributed by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Intermediate Seller on the Closing Date by wire transfer of immediately available funds to a bank account designated and by the Seller, the amount specified above in paragraph (a) for the Initial Mortgage Loans and the related Transferred Property. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Intermediate Seller to the Purchaser on any Subsequent Transfer Date, the Purchaser shall pay to the Seller by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the applicable Subsequent Mortgage Loans and the related Transferred PropertyBuyer. (c) [Reserved]Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date elect to designate all or a portion of the Collateral proposed to be transferred to the Buyer on such date as a capital contribution to the Intermediate Seller and in turn a capital contribution by the Intermediate Seller to the Buyer. In such event, the cash portion of the Purchase Price payable with respect to such transfer shall be reduced by that portion of the Purchase Price of the Collateral that was so contributed; provided that Collateral contributed to the Buyer as capital shall constitute Collateral for all purposes of this Agreement. (d) With respect The Seller, in connection with each Purchase hereunder relating to each Additional Balance transferred hereunder any Collateral, shall be deemed to have certified, and hereby does certify, with respect to any Mortgage Loan, the Purchaser shall pay or cause Collateral to be paid to purchased by the Seller or Buyer on such day, that its designee representations and warranties contained in Article IV are true and correct on and as of such day, with the Purchase Price specified above for same effect as though made on and as of such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was createdday. (e) The Seller shall have no obligation to sell Upon the payment of the Purchase Price for any Transferred Property Purchase, title to the Purchaser if Collateral included in such Purchase shall vest in the case of Collateral related to Schedule 1 initially in the Intermediate Seller is not paid and then in the purchase price for such Transferred Property Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Intermediate Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Intermediate Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (f) Collateral Obligations may be purchased or acquired from time to time by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the Interest Coverage Amount into the Pre-Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price (the "Purchase Price") for the GMACM Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $75,756,470.22 in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price for the WG Trust Initial Mortgage Loans to be paid by the Purchaser to WG Trust on the Closing Date shall be an amount equal to $388,038,497.54 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid Loan by the Purchaser to Indenture Trustee from funds on deposit in the Seller on any Subsequent Transfer Date Pre-Funding Account, at the direction of the Issuer, shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by GMACM. (c) In consideration of the sale of the WG Trust Initial Mortgage Loans by WG Trust to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust, the amount specified above in paragraph (a) for the applicable WG Trust Initial Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loans and Loan by WG Trust to the related Transferred Property. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage LoanIssuer, the Purchaser Issuer shall pay or cause to be paid WG Trust by wire transfer of immediately available funds to a bank account designated by WG Trust, the Seller or its designee the Purchase Price amount specified above in paragraph (a) for such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was createdeach Subsequent Mortgage Loan sold by WG Trust. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The purchase price (the "“Purchase Price"”) for the Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller on the Closing Date shall be an amount equal to one-hundred percent (100%) of the related the Cut-Off Date Principal Balances. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to the Seller on any Subsequent Transfer Date shall be one-hundred percent (100%) of the related Cut-Off Date Principal Balances thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the Initial Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the Initial Mortgage Loans and the related Transferred Property. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller to the Purchaser on any Subsequent Transfer Date, the Purchaser shall pay to the Seller by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the applicable Subsequent Mortgage Loans and the related Transferred Property. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage Loan, the Purchaser shall pay or cause to be paid to the Seller or its designee the Purchase Price specified above for such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was created. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The purchase price (the "Purchase Price") for sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the related Interest Coverage Amount into the Pre Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price for the GMACM Initial Transferred Property Mortgage Loans to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $431,991,603.76 in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price paid purchase price for any Subsequent the WG Trust 2003 Initial Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to WG Trust 2003 on the Seller on Closing Date shall be an amount equal to $465,786,853.78 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The purchase price paid for any Subsequent Transfer Date Mortgage Loan by the Indenture Trustee pursuant to the terms hereunder shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold transferred hereunder created on or after the Cut-Off Date (or any the Subsequent Cut-Off Date, as applicable, Date in the case of a Subsequent Mortgage Loan) and prior to the commencement of the Rapid Amortization Period, the Purchase Price purchase price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date (or any the related Subsequent Cut-Off Date, as applicable, Transfer Date in the case of a Subsequent Mortgage Loan) and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by GMACM. (c) In consideration of the sale of the WG Trust 2003 Initial Mortgage Loans by WG Trust 2003 to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust 2003 on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust 2003, the amount specified above in paragraph (a) for the applicable WG Trust 2003 Initial Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust 2003 and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loans and Loan by WG Trust 2003 to the related Transferred PropertyIssuer, the Issuer shall pay to WG Trust 2003 by wire transfer of immediately available funds to a bank account designated by WG Trust 2003, the amount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by WG Trust 2003. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Initial Mortgage Loan or Subsequent Mortgage Loan, the Issuer as assignee of the Purchaser shall pay or cause to be paid to the Seller GMACM or its designee the Purchase Price purchase price specified above for such Additional Balance in one of the following ways, as applicable, a cash payment pursuant to Section 3.03(b) of the Servicing Agreement and Section 2.3(a) hereof in an amount equal to the related Transferred Property in cash Draw, if then available from Principal Collections during the related Collection Period on the Payment Date Mortgage Loans, or from funds on deposit in the calendar month immediately following Funding Account or from the calendar month in which such payment of the Additional Balance was createdIncrease Amount pursuant to Section 3.05 of the Indenture. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The purchase price (the "“Purchase Price") ” for the Initial Mortgage Home Equity Loans and (including the related Initial Transferred Property to Additional Balances) shall be paid by the Purchaser (1) with respect to the Seller on the Closing Date shall be Initial Home Equity Loans, an amount equal to one-hundred percent (100%) $730,376,794.37 in immediately available funds in respect of the related Cut-Off off Date Principal Balances. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to the Seller on any Subsequent Transfer Date shall be one-hundred percent Loan Balances thereof, (100%2) of the related Cut-Off Date Principal Balances thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In in the case of each Additional Home Equity Loan, the Cut-off Date Loan Balance for such Additional Home Equity Loan and (3) in the related Transferred Property sold case of each Revolving Credit Loan, any Additional Balance transferred hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the Initial Mortgage Home Equity Loans and the related Transferred Property by from the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph clause (a1) of Section 2.2(a) for the each Initial Mortgage Loans and the related Transferred PropertyHome Equity Loan. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller to the Purchaser on any Subsequent Transfer Date, the Purchaser shall pay to the Seller by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the applicable Subsequent Mortgage Loans and the related Transferred Property. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage Home Equity Loan, the Issuer as assignee of the Purchaser shall pay or cause to be paid to the Seller or its designee the portion of the Purchase Price specified above in clause (2) of Section 2.2(a) for such Additional Home Equity Loan from the Additional Loan Account. With respect to each Revolving Credit Loan and any related Additional Balance transferred hereunder with respect to any Home Equity Loan, the Issuer as assignee of the Purchaser shall pay or cause to be paid to the Seller or its designee the portion of the Purchase Price specified above in clause (3) of Section 2.2(a) for such Additional Balance in one of the following ways, as applicable: (i) for any Billing Cycle during the Managed Amortization Period, so long as a Rapid Amortization Event has not occurred, (a) a cash payment pursuant to Section 3.03(ii) of the Servicing Agreement and Section 2.2(a)(2) hereof in an amount equal to the related Transferred Property in cash Draw, if then available from Principal Collections during the related Billing Cycle on the Payment Date in Revolving Credit Loans, and (b) to the calendar month immediately following Class L Certificates, pursuant to Section 5.01 of the calendar month in which such Additional Balance was createdTrust Agreement. (ec) The Seller shall have no obligation For so long as the holder of the Class L Certificates is not the Seller, any Draws that are to sell any Transferred Property be funded pursuant to paragraph (b)(i)(b) or (b)(ii) of this Section 2.2 by an increase in the aggregate principal amount of the Class L Certificates will be purchased with funds advanced to the Purchaser if by the holder of the Class L Certificates, such amounts to be immediately funded by the Purchaser to the Seller is not paid the purchase price as payment for such Transferred Property Draws. If the holder of the Class L Certificates is other than the Seller and does not advance funds as provided hereinand when required pursuant to the preceding sentence, the Seller hereby agrees that it will immediately purchase the Class L Certificates from their holder (at a price equal to their Class Principal Balance plus interest accrued and unpaid thereon) and assume all of the rights and obligations of the holder of the Class L Certificates.

Payment of Purchase Price. (a) The sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the Interest Coverage Amount into the Pre-Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price (the "Purchase Price") for the GMACM Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $731,162,138.19 in immediately available funds, together with the Certificates and the Variable Funding Notes, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price for the WG Trust 2000 Initial Mortgage Loans to be paid by the Purchaser to WG Trust 2000 on the Closing Date shall be an amount equal to $87,395,170.59 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The Purchase Price for the WG Trust 2001 Initial Mortgage Loans to be paid by the Purchaser to WG Trust 2001 on the Closing Date shall be an amount equal to $245,369,449.13 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid Loan by the Purchaser to Indenture Trustee from funds on deposit in the Seller on any Subsequent Transfer Date Pre-Funding Account, at the direction of the Issuer, shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold transferred hereunder created on or after the Cut-Off Date (or any the Subsequent Cut-Off Date, as applicable, Date in the case of a Subsequent Mortgage Loan) and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date (or any the related Subsequent Cut-Off Date, as applicable, Transfer Date in the case of a Subsequent Mortgage Loan) and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Mortgage Loan. (c) In consideration of the sale of the WG Trust 2000 Initial Mortgage Loans by WG Trust 2000 to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust 2000 on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust 2000, the amount specified above in paragraph (a) for the applicable WG Trust 2000 Initial Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust 2000 and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loans and Loan by WG Trust 2000 to the related Transferred PropertyIssuer, the Issuer shall pay to WG Trust 2000 by wire transfer of immediately available funds to a bank account designated by WG Trust 2000, the amount specified above in paragraph (a) for each Subsequent Mortgage Loan. (cd) [Reserved]In consideration of the sale of the WG Trust 2001 Initial Mortgage Loans by WG Trust 2001 to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust 2001 on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust 2001, the amount specified above in paragraph (a) for the WG Trust 2001 Initial Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust 2001 and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loan by WG Trust 2001 to the Issuer, the Issuer shall pay to WG Trust 2001 by wire transfer of immediately available funds to a bank account designated by WG Trust 2001, the amount specified above in paragraph (a) for each Subsequent Mortgage Loan. (de) With respect to each Additional Balance transferred hereunder with respect to any Initial Mortgage Loan or Subsequent Mortgage Loan, the Issuer as assignee of the Purchaser shall pay or cause to be paid to the Seller GMACM or its designee the Purchase Price specified above for such Additional Balance in one of the following ways, as applicable: (i) a cash payment pursuant to Section 3.03(b) of the Servicing Agreement and Section 2.3(a) hereof in an amount equal to the related Draw, if then available from Principal Collections during the related Collection Period on the Mortgage Loans, or from funds on deposit in the Funding Account or the Pre-Funding Account, and (ii) to the extent aggregate Draws exceed Principal Collections and the amount on deposit in the Funding Account and the Pre-Funding Account for such Collection Period, an increase in the Variable Funding Balance of the Variable Funding Notes of the related Transferred Property in cash on Class or an issuance of new Variable Funding Notes, as of the Payment Date in corresponding to the calendar month immediately following the calendar month Collection Period in which such Additional Balance was Balances were created. (e) The Seller shall have no obligation to sell any Transferred Property , equal to the Purchaser if the Seller is not paid the purchase price for amount of such Transferred Property as provided hereinexcess.

Payment of Purchase Price. (a) The sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the Interest Coverage Amount into the Pre-Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price (the "Purchase Price") for the Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller on the Closing Date shall be an amount equal to one-hundred percent (100%) $385,055,551.09 in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid Loan by the Purchaser to Indenture Trustee, at the Seller on any Subsequent Transfer Date direction of the Issuer, shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold transferred hereunder created on or after the Cut-Off Date (or any the Subsequent Cut-Off Date, as applicable, Date in the case of a Subsequent Mortgage Loan) and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date (or any the related Subsequent Cut-Off Date, as applicable, Transfer Date in the case of a Subsequent Mortgage Loan) and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the Initial Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the each Initial Mortgage Loans Loan; provided, that such payment may be on a net funding basis if agreed by the Seller and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the applicable each Subsequent Mortgage Loans and the related Transferred Property. (c) [Reserved] (d) Loan. With respect to each Additional Balance transferred hereunder with respect to any Initial Mortgage Loan or Subsequent Mortgage Loan, the Issuer as assignee of the Purchaser shall pay or cause to be paid to the Seller or its designee the Purchase Price specified above for such Additional Balance in one of the following ways, as applicable: (i) a cash payment pursuant to Section 3.03(b) of the Servicing Agreement and Section 2.6(a) hereof in an amount equal to the related Draw, if then available from Principal Collections during the related Collection Period on the Mortgage Loans, or from funds on deposit in the Funding Account, and (ii) to the extent aggregate Draws exceed Principal Collections and the amount on deposit in the Funding Account for such Collection Period, an increase in the Variable Funding Balance of the Variable Funding Notes of the related Transferred Property in cash on Class or an issuance of new Variable Funding Notes, as of the Payment Date in corresponding to the calendar month immediately following the calendar month Collection Period in which such Additional Balance was Balances were created. (e) The Seller shall have no obligation to sell any Transferred Property , equal to the Purchaser if the Seller is not paid the purchase price for amount of such Transferred Property as provided hereinexcess.

Payment of Purchase Price. (a) The purchase price (On the "Purchase Price") for the Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller on the Closing Date shall be an amount equal to one-hundred percent (100%) of the related Cut-Off Date Principal Balances. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to the Seller on any Subsequent Transfer Date shall be one-hundred percent (100%) of the related Cut-Off Date Principal Balances thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the Initial Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the Initial Mortgage Loans and the related Transferred Property. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller to the Purchaser on any Subsequent Transfer Date, the Purchaser shall pay to the Seller, with respect to all of the Seller's right, title and interest in, to and under all Receivables and all Seller by wire transfer Related Security existing at the close of immediately available funds to business on the Transfer Date, a bank account designated payment consisting of $164,543,866 multiplied by the SellerPurchase Percentage. (b) On each Business Day during the Effective Period (each, a "Purchase Date"), the amount specified above in paragraph (a) for Seller shall determine the applicable Subsequent Mortgage Loans Receivables and the related Transferred PropertySeller Related Security with respect thereto arising since the close of business on the preceding Business Day, which Receivables and Seller Related Security shall be deemed available for purchase by the Purchaser on such Purchase Date. To the extent that any sale of Receivables is not reflected in the Daily Report, such Receivables and the Seller Related Security with respect thereto will nevertheless be deemed sold to such Purchaser in every respect and all of the Seller's rights, title and interest in, to and under such Receivables and Seller Related Security will be deemed to have been sold to the Purchaser. (c) [Reserved]The purchase price payable to the Seller for the Receivables and Seller Related Security to be purchased on any Purchase Date shall be an amount equal to the product of (i) the aggregate Outstanding Balance of all Receivables deemed available for purchase pursuant to paragraph (b) above and (ii) the Purchase Percentage for such Purchase Date (such amount, the "Purchase Price"), provided, however, that such Purchase Price shall not be less than the reasonably equivalent value of the Receivables to which such Purchase Price relates, and in the event that, in the reasonable judgment of either the Seller or the Purchaser, such Purchase Price is less than such reasonably equivalent value or does not reflect the fair market value of such Receivables, within five Business Days after such Purchase Date, each of the Seller and the Purchaser (after notice to the other party) shall appoint a Person (other than an Affiliate of the Purchaser or Seller) in the business of purchasing trade receivables, and such Persons shall appoint a third Person (other than an Affiliate of the Purchaser or Seller) in such business, and such Persons shall make an independent appraisal of the value of such Receivables and shall determine a Purchase Price which reasonably reflects the fair market value of such Receivables. The Purchase Percentage with respect to each Determination Date shall be calculated in the Determination Date Certificate with respect to such Determination Date and such calculation shall be used in the calculation of the Purchase Price owed under this Agreement for all Purchases occurring from and including such Determination Date to but excluding the next Determination Date. (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage Loan, the Purchaser The Purchase Price shall pay or cause to be paid to the Seller or its designee on the applicable Purchase Date in immediately available funds to the extent of funds available to the Purchaser. The excess, if any, of the Purchase Price specified over the payment therefor set forth in clauses (a) and (c) above for such Additional Balance and shall be deemed to be either (i) a loan by the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was created. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if (a "Subordinated Loan") evidenced by the Subordinated Note of the Purchaser substantially in the form attached hereto as Exhibit A or (ii) to the extent such loan would cause the unpaid principal amount of the Subordinated Loan, together with all accrued and unpaid interest thereon, to exceed ten percent (10%) of the excess of the Net Receivables Balance over the Trust Invested Amount, a contribution by the Seller is not to the Purchaser's capital, and the Purchase Price shall be considered paid in full by reflecting such contribution as an addition to the purchase price for such Transferred Property as provided hereinsurplus of the Purchaser at an appropriate value. In addition, the Seller may otherwise make capital contributions to the Purchaser.

Payment of Purchase Price. (a) The purchase price (a. In consideration of the "transfer by Seller to Purchaser of the Sold Future Receipts, Purchaser agrees to pay to Seller the Purchase Price"; subject to the immediately following subsection (b) for the Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller on the Closing Date shall be an amount equal to one-hundred percent satisfactory completion of Purchaser’s due diligence (100%) of the related Cut-Off Date Principal Balances. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to the Seller on any Subsequent Transfer Date shall be one-hundred percent (100%) of the related Cut-Off Date Principal Balances thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Sellerin its sole discretion). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% turned over and delivered to Seller immediately after the date of this Agreement. Contract #: 6092355 5 /s/ SAS b. IF AS OF THE DATE PURCHASER IS DUE TO PAY THE PURCHASE PRICE TO SELLER, SELLER HAS AN OBLIGATION TO DELIVER TO PURCHASER A CERTAIN AMOUNT OF SOLD FUTURE RECEIPTS UNRELATED TO THIS AGREEMENT OR CERTAIN SUMS PURSUANT TO THIS AGREEMENT INCLUDING WITHOUT LIMITATION ANY AND ALL ORIGINATION FEES (THE SUM OF ALL SUCH PRIOR OBLIGATIONS OF SELLER TO PURCHASER, THE “PRIOR FUTURE RECEIPTS”) SELLER HEREBY GRANTS PURCHASER THE RIGHT TO WITHHOLD FROM THE PURCHASE PRICE TO BE DELIVERED TO SELLER PURSUANT TO SUBPARAGRAPH (A) ABOVE, THE AMOUNT OF THE PRIOR FUTURE RECEIPTS IN FULL SATISFACTION THEREOF. FURTHERMORE, SELLER AGREES THAT DELIVERY TO THE SELLER OF THE PURCHASE PRICE REDUCED BY THE AMOUNT OF THE PRIOR FUTURE RECEIPTS SHALL NOT BE DEEMED TO BE PURCHASER’S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND SUCH REDUCTION SHALL NOT IN ANY WAY OR FORM MODIFY OR REDUCE SELLER’S OBLIGATIONS UNDER THIS AGREEMENT. c. In the principal event the amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the Initial Mortgage Loans and the related Transferred Property Purchase Price is reduced by the Seller amount of Prior Future Receipts, any and all references in this Agreement to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the Initial Mortgage Loans and the related Transferred Property. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller to the Purchaser on any Subsequent Transfer Date, the Purchaser shall pay to the Seller by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the applicable Subsequent Mortgage Loans and the related Transferred Property. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage Loan, the Purchaser shall pay or cause to be paid to the Seller or its designee the Purchase Price specified above for such Additional Balance and shall mean “the related Transferred Property in cash on Purchase Price as reduced by the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was createdPrior Future Receipts, if any. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.”

Payment of Purchase Price. (a) The purchase price (the "Purchase Price") for sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the related Interest Coverage Amount into the Pre Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price for the GMACM Initial Transferred Property Mortgage Loans to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $451,557,753.48 in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price paid purchase price for any Subsequent the WG Trust 2003 Initial Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to WG Trust 2003 on the Seller on Closing Date shall be an amount equal to $176,198,950.72 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The purchase price paid for any Subsequent Transfer Date Mortgage Loan by the Indenture Trustee from funds on deposit in the Pre-Funding Account, at the direction of the Issuer. terms hereunder shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by GMACM. (c) In consideration of the sale of the WG Trust 2003 Initial Mortgage Loans by WG Trust 2003 to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust 2003 on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust 2003, the amount specified above in paragraph (a) for the applicable WG Trust 2003 Initial Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust 2003 and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loans and Loan by WG Trust 2003 to the related Transferred Property. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage LoanIssuer, the Purchaser Issuer shall pay or cause to be paid WG Trust 2003 by wire transfer of immediately available funds to a bank account designated by WG Trust 2003, the Seller or its designee the Purchase Price amount specified above in paragraph (a) for such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was createdeach Subsequent Mortgage Loan sold by WG Trust 2003. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The purchase price (the "Purchase Price") Price for the Initial Mortgage Loans and the any Collateral related Initial Transferred Property to be paid Schedule 1 acquired by the Purchaser to Buyer from the Intermediate Seller (including the Closing Date Participations) on the Closing Date shall be an amount equal to one-hundred percent (100%) paid by a combination of cash and the issuance of all of the related Cut-Off Class B-2 Notes, all of the Class C Notes, all of the Class D Notes and a portion of the Subordinated Notes by the Buyer to the Intermediate Seller and by subsequent transfer of such cash from the Intermediate Seller to the Seller. With respect to any Purchase Date Principal Balancesafter the Closing Date, to the extent the value of the Collateral transferred by the Seller to the Intermediate Seller and from the Intermediate Seller to the Buyer exceeds the value of the cash and the Class B-2 Notes, the Class C Notes, the Class D Notes and such portion of the Subordinated Notes received by the Intermediate Seller or Seller (as applicable) for such assets, such excess shall be deemed to constitute a capital contribution from the Seller to the Intermediate Seller and from the Intermediate Seller to the Buyer. To the extent the value of the cash and the Class B-2 Notes, the Class C Notes, the Class D Notes and such portion of the Subordinated Notes received by the Intermediate Seller or Seller (as applicable) from the Buyer exceeds the value of the assets transferred by the Seller to the Intermediate Seller and by the Intermediate Seller to the Buyer, such excess shall be deemed to constitute a dividend from the Buyer to the Intermediate Seller and the Intermediate Seller to the Seller. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property Collateral acquired by the Buyer from the Intermediate Seller on any Purchase Date after the Closing Date pursuant to this Agreement shall be paid in a combination of (A) immediately available funds in cash and by subsequent transfer of such cash from the Purchaser Intermediate Seller to the Seller on any Subsequent Transfer Date shall be one-hundred percent and (100%B) of if the related Cut-Off Date Principal Balances thereof (as identified on Buyer does not have sufficient funds in cash to pay the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal full amount of the related Draw under the related Loan Agreement on the later Purchase Price, by means of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as a capital contribution by the Seller to the Intermediate Seller and by a subsequent capital contribution by the Purchaser mutually agree will result in a purchase price determined Intermediate Seller to be the fair market value of such Additional Balance and the related Transferred PropertyBuyer. (b) In consideration The Purchase Price for any Collateral purchased by the Buyer to be settled directly with a subsidiary of the sale Seller on any Purchase Date after the Closing Date shall be paid in immediately available funds, which may comprise, if the Buyer does not have sufficient funds in cash to pay the full amount of the Initial Mortgage Loans and the related Transferred Property Purchase Price, amounts contributed by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Intermediate Seller on the Closing Date by wire transfer of immediately available funds to a bank account designated and by the Seller, the amount specified above in paragraph (a) for the Initial Mortgage Loans and the related Transferred Property. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Intermediate Seller to the Purchaser on any Subsequent Transfer Date, the Purchaser shall pay to the Seller by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the applicable Subsequent Mortgage Loans and the related Transferred PropertyBuyer. (c) [Reserved]Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date occurring after the Closing Date elect to designate all or a portion of the Collateral proposed to be transferred to the Buyer on such date as a capital contribution to the Intermediate Seller and in turn a capital contribution by the Intermediate Seller to the Buyer. In such event, the cash portion of the Purchase Price payable with respect to such transfer shall be reduced by that portion of the Purchase Price of the Collateral that was so contributed; provided that Collateral contributed to the Buyer as capital shall constitute Collateral for all purposes of this Agreement. (d) With respect The Seller, in connection with each Purchase hereunder relating to each Additional Balance transferred hereunder any Collateral, shall be deemed to have certified, and hereby does certify, with respect to any Mortgage Loan, the Purchaser shall pay or cause Collateral to be paid to purchased by the Seller or Buyer on such day, that its designee representations and warranties contained in Article IV are true and correct on and as of such day, with the Purchase Price specified above for same effect as though made on and as of such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was createdday. (e) The Seller shall have no obligation to sell Upon the payment of the Purchase Price for any Transferred Property Purchase, title to the Purchaser if Collateral included in such Purchase shall vest in the case of Collateral related to Schedule 1 initially in the Intermediate Seller is not paid and then in the purchase price for such Transferred Property Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Intermediate Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Intermediate Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (f) Collateral Obligations may be purchased or acquired from time to time by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The purchase price (the "Purchase Price") for sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the related Interest Coverage Amount into the Pre Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price for the GMACM Initial Transferred Property Mortgage Loans to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $407,390,204.23 in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price paid purchase price for any Subsequent the WG Trust 2003 Initial Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to WG Trust 2003 on the Seller on Closing Date shall be an amount equal to $460,155,352.93 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The purchase price paid for any Subsequent Transfer Date Mortgage Loan by the Indenture Trustee pursuant to the terms hereunder shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold transferred hereunder created on or after the Cut-Off Date (or any the Subsequent Cut-Off Date, as applicable, Date in the case of a Subsequent Mortgage Loan) and prior to the commencement of the Rapid Amortization Period, the Purchase Price purchase price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date (or any the related Subsequent Cut-Off Date, as applicable, Transfer Date in the case of a Subsequent Mortgage Loan) and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by GMACM. (c) In consideration of the sale of the WG Trust 2003 Initial Mortgage Loans by WG Trust 2003 to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust 2003 on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust 2003, the amount specified above in paragraph (a) for the applicable WG Trust 2003 Initial Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust 2003 and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loans and Loan by WG Trust 2003 to the related Transferred PropertyIssuer, the Issuer shall pay to WG Trust 2003 by wire transfer of immediately available funds to a bank account designated by WG Trust 2003, the amount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by WG Trust 2003. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Initial Mortgage Loan or Subsequent Mortgage Loan, the Issuer as assignee of the Purchaser shall pay or cause to be paid to the Seller GMACM or its designee the Purchase Price purchase price specified above for such Additional Balance in one of the following ways, as applicable, a cash payment pursuant to Section 3.03(b) of the Servicing Agreement and Section 2.3(a) hereof in an amount equal to the related Transferred Property in cash Draw, if then available from Principal Collections during the related Collection Period on the Payment Date Mortgage Loans, or from funds on deposit in the calendar month immediately following Funding Account or from the calendar month in which such payment of the Additional Balance was createdIncrease Amount pursuant to Section 3.05 of the Indenture. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The purchase price (the "Purchase Price") for the Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller on the Closing Date shall be an amount equal to one-hundred percent (100%) of the related Cut-Off Date Principal Balances. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to the Seller on any Subsequent Transfer Date shall be one-hundred percent (100%) of the related Cut-Off Date Principal Balances thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the Initial Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on On the Closing Date, the Purchaser shall pay shall, from the Purchase Price: (i) repay or cause to be repaid on behalf of the Seller on the Closing Date by wire transfer of immediately available funds to a bank account designated by Indebtedness (other than intercompany debt between or among the Seller, the amount specified above in paragraph (a) for the Initial Mortgage Loans and the related Transferred Property. In consideration Seller and/or any of the sale of any Subsequent Mortgage Loan and Messaging Subsidiaries), as set forth in the related Transferred Property by the Seller to the Purchaser on any Subsequent Transfer Date, the Purchaser shall pay to the Seller by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the applicable Subsequent Mortgage Loans and the related Transferred Property.Closing Date Indebtedness Statement; and (cii) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage Loan, the Purchaser shall pay or cause to be paid to the Seller or its designee an amount equal to the Purchase Price specified above for minus the Closing Date Indebtedness (as set forth in the Closing Date Indebtedness Statement and other than intercompany debt between or among the Seller and/or any of the Messaging Subsidiaries). (b) Within five (5) Business Days following the determination of the Final Working Capital Schedule, if there is a Working Capital Deficit, the Seller shall pay to the Purchaser an amount equal to the Working Capital Deficit (the “Seller Working Capital Payment”) and if there is a Working Capital Surplus, the Purchaser shall pay to the Seller an amount equal to the Working Capital Surplus (the “Purchaser Working Capital Payment”); provided, that, in no event shall the Purchaser Working Capital Payment, if any, exceed $1.0 million plus an amount equal to any cash included in the Final Working Capital Schedule and the value of any “Non Transferable Items” as defined on Exhibit 1.1(b) included on the Final Working Capital Schedule to the extent such Additional Balance Non Transferable Items result in an increase in the calculation of Net Working Capital; provided, further, that in no event shall the Seller Working Capital Payment, if any, exceed $1.0 million plus an amount equal to the value of any items that are not intended to be part of the Messaging Business working capital but must be transferred and thus are included on the Final Working Capital Schedule, to the extent such items result in a decrease in the calculation of Net Working Capital. If a dispute exists between the Seller and the Purchaser regarding the amount of the Working Capital Deficit (and the related Transferred Property in cash on Seller Working Capital Payment) or the Payment Date Working Capital Surplus (and the related Purchaser Working Capital Payment) reflected in the calendar month immediately following Working Capital Schedule delivered pursuant to Section 3.4(a), the calendar month appropriate Party shall pay to the other appropriate Party the uncontested amount prior to the determination of the disputed amount in which such Additional Balance was createdaccordance with Section 3.4(c). (ec) The Seller All payments required under this Section 3.3 or any other provision hereof shall have no obligation be made in cash by wire transfer of immediately available funds to sell any Transferred Property such bank account as shall be designated in writing by the Person to whom the Purchaser if the Seller applicable payment is not paid the purchase price for such Transferred Property as provided hereindue.

Payment of Purchase Price. (a) The purchase price (the "“Purchase Price"”) for the Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller on the Closing Date shall be an amount equal to one-hundred percent (100%) of the related Cut-Off Date Principal Balances. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to the Seller on any Subsequent Transfer Date shall be one-hundred percent (100%) of the related Cut-Off Date Principal Balances thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the Initial Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the Initial Mortgage Loans and the related Transferred Property. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller to the Purchaser on any Subsequent Transfer Date, the Purchaser shall pay to the Seller by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the applicable Subsequent Mortgage Loans and the related Transferred Property. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage Loan, the Purchaser shall pay or cause to be paid to the Seller or its designee the Purchase Price specified above for such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was created. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The sale of the Initial Home Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Home Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the Interest Coverage Amount into the Pre-Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price (the "Purchase Price") for the GMACM Initial Mortgage Home Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $13,359,948.07 in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price for the WG Trust Initial Home Loans to be paid by the Purchaser to WG Trust on the Closing Date shall be an amount equal to $144,717,211.22 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid Home Loan by the Purchaser to Indenture Trustee from funds on deposit in the Seller on any Subsequent Transfer Date Pre-Funding Account, at the direction of the Issuer, shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Home Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Home Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Home Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Home Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Home Loan sold by GMACM. (c) In consideration of the sale of the WG Trust Initial Home Loans by WG Trust to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust, the amount specified above in paragraph (a) for the applicable Subsequent Mortgage Loans WG Trust Initial Home Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust and the related Transferred Property. (c) [Reserved] (d) With respect Purchaser. In consideration of the sale of any Subsequent Home Loan by WG Trust to each Additional Balance transferred hereunder with respect to any Mortgage Loanthe Issuer, the Purchaser Issuer shall pay or cause to be paid WG Trust by wire transfer of immediately available funds to a bank account designated by WG Trust, the Seller or its designee the Purchase Price amount specified above in paragraph (a) for such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was createdeach Subsequent Home Loan sold by WG Trust. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The purchase price (the "Purchase Price") for the Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller on the Closing Date shall be an amount equal to one-hundred percent (100%) of the related the Cut-Off Date Principal Balances. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to the Seller on any Subsequent Transfer Date shall be one-hundred percent (100%) of the related Cut-Off Date Principal Balances thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the Initial Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the Initial Mortgage Loans and the related Transferred Property. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller to the Purchaser on any Subsequent Transfer Date, the Purchaser shall pay to the Seller by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the applicable Subsequent Mortgage Loans and the related Transferred Property. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Initial Mortgage Loan, the Purchaser shall pay or cause to be paid to the Seller or its designee the Purchase Price specified above for such Additional Balance and the related Transferred Property in cash on the later of (i) the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was created, or (ii) the Funding Date. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the Interest Coverage Amount into the Pre-Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price (the "Purchase Price") for the GMACM Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $141,512,712.66 in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price for the WG Trust 2001 Initial Mortgage Loans to be paid by the Purchaser to WG Trust 2001 on the Closing Date shall be an amount equal to $1,674,027.10 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The Purchase Price for the WG Trust 2003 Initial Mortgage Loans to be paid by the Purchaser to WG Trust 2003 on the Closing Date shall be an amount equal to $240,523,756.26 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid Loan by the Purchaser to Indenture Trustee from funds on deposit in the Seller on any Subsequent Transfer Date Pre-Funding Account, at the direction of the Issuer, shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold transferred hereunder created on or after the Cut-Off Date (or any the Subsequent Cut-Off Date, as applicable, Date in the case of a Subsequent Mortgage Loan) and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date (or any the related Subsequent Cut-Off Date, as applicable, Transfer Date in the case of a Subsequent Mortgage Loan) and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by GMACM. (c) In consideration of the sale of the WG Trust 2001 Initial Mortgage Loans by WG Trust 2001 to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust 2001 on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust 2001, the amount specified above in paragraph (a) for the applicable WG Trust 2001 Initial Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust 2001 and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loans and Loan by WG Trust 2001 to the related Transferred PropertyIssuer, the Issuer shall pay to WG Trust 2001 by wire transfer of immediately available funds to a bank account designated by WG Trust 2001, the amount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by WG Trust 2001. (cd) [Reserved]In consideration of the sale of the WG Trust 2003 Initial Mortgage Loans by WG Trust 2003 to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust 2003 on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust 2003, the amount specified above in paragraph (a) for the WG Trust 2003 Initial Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust 2003 and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loan by WG Trust 2003 to the Issuer, the Issuer shall pay to WG Trust 2003 by wire transfer of immediately available funds to a bank account designated by WG Trust 2003, the amount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by WG Trust 2003. (de) With respect to each Additional Balance transferred hereunder with respect to any Initial Mortgage Loan or Subsequent Mortgage Loan, the Issuer as assignee of the Purchaser shall pay or cause to be paid to the Seller GMACM or its designee the Purchase Price specified above for such Additional Balance in one of the following ways, as applicable, a cash payment pursuant to Section 3.03(b) of the Servicing Agreement and Section 2.3(a) hereof in an amount equal to the related Transferred Property in cash Draw, if then available from Principal Collections during the related Collection Period on the Payment Date Mortgage Loans, or from funds on deposit in the calendar month immediately following Funding Account or the calendar month in which such Pre-Funding Account or from the payment of the Additional Balance was createdIncrease Amount pursuant to Section 3.05 of the Indenture. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate and the issuance of the Securities. The purchase price (the "Purchase Price") for the GMACM Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $1,094,113,405.78 in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price for the WG Trust 2003 Initial Mortgage Loans to be paid by the Purchaser to WG Trust 2003 on the Closing Date shall be an amount equal to $172,180,208.31 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid Loan by the Purchaser to Indenture Trustee from funds on deposit in the Seller on any Subsequent Transfer Date Funding Account, at the direction of the Issuer, shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold transferred hereunder created on or after the Cut-Off Date (or any the Subsequent Cut-Off Date, as applicable, Date in the case of a Subsequent Mortgage Loan) and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date (or any the related Subsequent Cut-Off Date, as applicable, Transfer Date in the case of a Subsequent Mortgage Loan) and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by GMACM. (c) In consideration of the sale of the WG Trust 2003 Initial Mortgage Loans by WG Trust 2003 to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust 2003 on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust 2003, the amount specified above in paragraph (a) for the applicable WG Trust 2003 Initial Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust 2003 and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loans and Loan by WG Trust 2003 to the related Transferred PropertyIssuer, the Issuer shall pay to WG Trust 2003 by wire transfer of immediately available funds to a bank account designated by WG Trust 2003, the amount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by WG Trust 2003. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Initial Mortgage Loan or Subsequent Mortgage Loan, the Issuer as assignee of the Purchaser shall pay or cause to be paid to the Seller GMACM or its designee the Purchase Price specified above for such Additional Balance in one of the following ways, as applicable, a cash payment pursuant to Section 3.03(b) of the Servicing Agreement and Section 2.3(a) hereof in an amount equal to the related Transferred Property in cash Draw, if then available from Principal Collections during the related Collection Period on the Payment Date Mortgage Loans, or from funds on deposit in the calendar month immediately following Funding Account or from the calendar month in which such payment of the Additional Balance was createdIncrease Amount pursuant to Section 3.05 of the Indenture. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The purchase price (the "Purchase Price") Price for the Initial Mortgage Loans and the related Initial Transferred Property to each Receivable sold hereunder on any Business Day shall be paid or provided for on the Business Day on which such sale occurred (i) by payment in immediately available funds to the extent the Purchaser has such funds available and (ii) to the Seller on extent such funds are not available, by increasing the Closing Date shall be an amount equal to one-hundred percent (100%) of due under the related Cut-Off Date Principal Balances. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid Subordinated Note by notation thereon; provided, however, that the Purchaser to the Seller on any Subsequent Transfer Date shall be one-hundred percent (100%) of the related Cut-Off Date Principal Balances thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the aggregate outstanding principal amount of the related Draw Subordinated Note on any Business Day (after giving effect to all repayments thereof on or before such Business Day) shall not exceed the lesser of (x) 30% of the Outstanding Balance of the Receivables purchased hereunder existing on such Business Day and (y) an amount that would cause the Purchaser’s net worth (as defined in accordance with GAAP) to be less than $25,000,000. To the extent that the Purchaser does not have sufficient cash or availability under the related Loan Agreement Subordinated Note to pay the total Purchase Price for Receivables sold on the later of the Closing Date any Business Day in full, TriMas LLC may make or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined cause to be made a cash capital contribution to the fair market value Purchaser. No sales of such Additional Balance Receivables shall be made hereunder on and after the related Transferred PropertyPurchase Termination Date. (b) In consideration All increases to the amount due under the Subordinated Note pursuant to Section 3.02(a)(ii) (each, an “Advance”) shall be evidenced by a single subordinated note, duly executed on behalf of the sale Purchaser, in substantially the form of the Initial Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on the Closing DateExhibit A annexed hereto, the Purchaser shall pay to the Seller delivered on the Closing Date by wire transfer of immediately available funds and payable to a bank account designated TriMas Corp., as agent for the Sellers (as amended, supplemented or otherwise modified and in effect from time to time, the “Subordinated Note”). The Collection Agent is hereby authorized by the SellerPurchaser to endorse on the schedule attached to the Subordinated Note (or a continuation of such schedule attached thereto and made a part thereof) an appropriate notation evidencing the date and amount of each Advance, as well as the date and amount specified above in paragraph (a) for of each payment with respect thereto; provided, however, that the Initial Mortgage Loans and the related Transferred Property. In consideration failure of any Person to make such a notation shall not affect any obligations of the sale of any Subsequent Mortgage Loan Purchaser thereunder. Any such notation shall be conclusive and the related Transferred Property by the Seller binding as to the Purchaser on any Subsequent Transfer Datedate and amount of such Advance, the Purchaser shall pay to the Seller by wire transfer or payment of immediately available funds to a bank account designated by the Sellerprincipal or interest thereon, the amount specified above in paragraph (a) for the applicable Subsequent Mortgage Loans and the related Transferred Propertyabsent manifest error. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage Loan, The terms and conditions of the Purchaser Subordinated Note and all Advances thereunder shall pay or cause to be paid to the Seller or its designee the Purchase Price specified above for such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was created. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.follows:

Payment of Purchase Price. (ai) The purchase price (the "Purchase Price") Price for each Purchase of Assets and Related Property that are in existence on the Initial Mortgage Loans and the related Initial Transferred Property to Cutoff Date shall be paid payable in full by the Purchaser to the Seller Originator on the Closing Date Initial Purchase Date, and shall be paid to the Originator in the following manner: (A) first, by delivery of immediately available funds, to the extent of funds made available to the Purchaser in connection with a sale of Asset Interests under the Purchase Agreement or other cash on hand; and (B) second, by accepting such Assets and Related Property (or the relevant portion thereof) as a capital contribution to the Purchaser’s capital in an amount equal to one-hundred percent the remaining unpaid balance of such Purchase Price. (100%ii) of Each Asset, and the related Cut-Off Related Property with respect thereto, coming into existence or acquired after the Initial Cutoff Date Principal Balances. The shall be sold or contributed to the Purchaser on the Business Day immediately following the day such Asset was originated or acquired by the Originator and the Purchase Price paid for any Subsequent Mortgage Loans such Asset and related Subsequent Transferred Related Property to shall be paid due and owing in full by the Purchaser to the Seller Originator on any Subsequent Transfer Date shall be one-hundred percent such Business Day (100%) of the related Cut-Off Date Principal Balances thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and except that the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the Initial Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on the Closing Datemay, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the Initial Mortgage Loans and the related Transferred Property. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller to the Purchaser on any Subsequent Transfer Date, the Purchaser shall pay to the Seller by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the applicable Subsequent Mortgage Loans and the related Transferred Property. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage Loansuch Purchase Price, offset against such Purchase Price any amounts owed by the Originator to the Purchaser hereunder and which have become due but remain unpaid) and shall pay or cause to be paid to the Seller or its designee the Purchase Price specified above for such Additional Balance and the related Transferred Property in cash on the Payment Date Originator in the calendar month immediately following the calendar month in which such Additional Balance was created.manner: (eA) The Seller shall have no obligation first, by delivery of immediately available funds, to sell any Transferred Property the extent of funds made available to the Purchaser if in connection with a sale of Asset Interests under the Seller is not paid Purchase Agreement or other cash on hand; and (B) second, by accepting such Asset and Related Property (or the purchase price for relevant portion thereof) as a contribution to the Purchaser’s capital in an amount equal to the remaining unpaid balance of such Transferred Property as provided hereinPurchase Price; provided, that no such capital contribution shall be made from and after the Facility Termination Date.

Payment of Purchase Price. (a1) The purchase price (the "Purchase Price") for the Initial Mortgage Loans and the related Initial Transferred Property to be paid Price payable by the Purchaser for each Amalco Preferred Share held by each Vendor listed in Schedule 2.04 attached hereto (the “Option 1 Vendors”) is equal to the Seller on the Closing Date shall be an amount equal to one-hundred percent (100%) of the related Cut-Off Date Principal BalancesOption 1 Adjusted Purchase Price Per Share. The Purchase Price paid for any Subsequent Mortgage Loans Purchaser shall pay and related Subsequent Transferred Property to be paid by the Purchaser to the Seller on any Subsequent Transfer Date shall be one-hundred percent (100%) of the related Cut-Off Date Principal Balances thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, satisfy the Purchase Price thereof shall be 100% payable to each Option 1 Vendor in respect of all of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of Shares held by such Additional Balance, adjusted Option 1 Vendor by paying to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. Option 1 Vendor (b) In consideration of the sale of the Initial Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available funds to a bank account designated by in accordance with the Sellerwire instructions set forth in the Purchase Price Schedule) an amount equal to: (i) the aggregate amount as set forth opposite the name of such Option 1 Vendor under the heading “Initial Cash Consideration” in the Purchase Price Schedule, less (ii) the amount specified above in paragraph (a) for the Initial Mortgage Loans and the related Transferred Propertyof such Option 1 Vendor’s Pro Rata Expenses. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller to the Purchaser on any Subsequent Transfer DateFor certainty, the Purchaser shall not have any obligation to pay any additional amount to any Option 1 Vendor other than the Seller payment contemplated by this Section 2.04(1), and no Option 1 Vendor shall have any right to any Deferred Cash Purchase Price, any Closing Stock or any Earn-Out Stock. (2) The Purchase Price payable by the Purchaser for each Share held by a Vendor other than the Option 1 Vendors (the “Option 2 Vendors”) shall be equal to: (i) the Purchase Price Per Share, in the case of each Amalco Preferred Share held by the Option 2 Vendors, and (ii) the Option 2 Adjusted Purchase Price Per Share, in the case of each Amalco Common Share held by the Option 2 Vendors. The Purchaser shall pay and satisfy the Purchase Price payable to each Option 2 Vendor in respect of all of the Shares held by such Option 2 Vendor by paying to such Option 2 Vendor (by wire transfer of immediately available funds to a bank account designated by in accordance with the Seller, wire instructions set forth in the amount specified above Purchase Price Schedule or in paragraph the case of the Closing Stock and Earn-Out Stock as otherwise set forth herein) as follows: (a) for the applicable Subsequent Mortgage Loans and the related Transferred Property. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage Loanon Closing, the Purchaser shall pay to such Option 2 Vendor the aggregate amount of the Initial Cash Consideration set forth opposite the name of such Option 2 Vendor under the heading “Adjusted Initial Cash Consideration” in the Purchase Price Schedule (and, in connection therewith, each of the Founders hereby acknowledge and agree to the adjustment to the Initial Cash Consideration otherwise payable to each of them and the Option 2 Vendors holding Amalco Preferred Shares immediately prior to Closing in accordance therewith), less (ii) the amount of such Option 2 Vendor’s Pro Rata Expenses; (b) subject to Section 4.03(2), on the first anniversary of the Closing, the Purchaser shall pay the aggregate amount of the Deferred Cash Purchase Price set forth opposite the name of such Option 2 Vendor under the heading “Adjusted Deferred Cash Purchase Price” in the Purchase Price Schedule; (c) on Closing, the Purchaser shall issue that number of shares of Closing Stock (rounded down to the nearest whole share) as is equal to: (i) the aggregate amount set forth opposite the name of the Option 2 Vendor under the heading “Closing Stock” in the Purchase Price Schedule, divided by (ii) the Purchaser Common Stock Trading Price; and (d) on Closing, the Purchaser shall issue that number of shares of Earn-Out Stock (rounded down to the nearest whole share) as is equal to: (i) the aggregate amount set forth opposite the name of the Option 2 Vendor under the heading “Earn-Out Stock” in the Purchase Price Schedule, divided by (ii) the Purchaser Common Stock Trading Price. (3) Each Option shall be purchased by the Corporation for proceeds equal to the amount by which the Option 2 Adjusted Purchase Price Per Share exceeds the exercise price of such Option. The consideration payable by the Corporation in connection with such treatment of the Options shall be equal to the following: (a) on Closing, the Corporation shall pay to such Optionholder the aggregate amount of the Initial Cash Consideration set forth opposite the name of such Optionholder under the heading “Adjusted Initial Cash Consideration” in the Purchase Price Schedule, less (ii) the amount of such Optionholder’s Pro Rata Expenses; (b) on the first anniversary of the Closing, the Corporation shall pay the aggregate amount of the Deferred Cash Purchase Price, if any, set forth opposite the name of such Optionholder under the heading “Adjusted Deferred Cash Purchase Price” in the Purchase Price Schedule; (c) on Closing, subject to Section 2.06(7), the Purchaser shall issue and the Corporation shall distribute to the Optionholder that number of shares of Closing Stock (rounded down to the nearest whole share) as is equal to: (i) the aggregate amount set forth opposite the name of the Optionholder under the heading “Closing Stock” in the Purchase Price Schedule, divided by (ii) the Purchaser Common Stock Trading Price; and (d) on Closing, subject to Section 2.06(7), the Purchaser shall issue and the Corporation shall distribute to the Optionholder that number of shares of Earn-Out Stock (rounded down to the nearest whole share) as is equal to: (i) the aggregate amount set forth opposite the name of the Optionholder under the heading “Earn-Out Stock” in the Purchase Price Schedule, divided by (ii) the Purchaser Common Stock Trading Price. Purchaser covenants to deliver or cause to be delivered the aggregate consideration to be paid on account of the Options to the Corporation on the Closing Date; provided further, that Purchaser and/or Corporation shall withhold any amounts to be paid to an Optionholder pursuant to this Section 2.04(3) on account of such Optionholder’s Options until such time as the Seller Optionholder has complied with Section 2.06(7) hereof. The Corporation and the Purchaser agree that it is their common intention to waive any entitlement to a deduction for Canadian Tax purposes in respect of the payment of the aggregate consideration to be paid on account of the Options pursuant to this Section 2.04(3) (or its designee any consideration paid by the Corporation in connection with Section 2.04(3) hereof), in accordance with subsection 110(1.1) of the ITA. In furtherance of the foregoing, Purchaser hereby covenants and agrees with the Vendors and the Corporation that Purchaser (a) shall, and shall cause the Corporation to, make the applicable elections under draft paragraph 110(1.1)(a) of the ITA to forego the deduction of payments made to retire employee stock options pursuant to clauses (ii) or (iii) of this Section 2.04(3) and shall not, and shall cause the Corporation not to, rescind, amend or otherwise modify or seek to nullify any such election. For greater certainty, the obligation of Purchaser or the Corporation to pay the consideration referred to in this Section 2.04(3) will not be considered a liability of the Corporation for purposes of this Agreement. (4) Pursuant to and in accordance with the terms and conditions set forth in this Agreement, the Purchaser has certain set-off rights with respect to the Deferred Cash Purchase Price pursuant to Section 4.03 of this Agreement, and the obligation of the Purchaser to pay the Deferred Cash Purchase Price is subject to such rights. The Deferred Cash Purchase Price may be prepaid by the Purchaser at any time, in whole or in part, provided that prepayment is made pro rata to all the Vendors and Optionholders entitled to payment of the Deferred Cash Purchase Price, based on the aggregate amount of Deferred Cash Purchase Price payable to each of them as set forth in Sections 2.04(2)(b) and 2.04(3)(b) above. In the event that at any time prior to payment of all of the Deferred Cash Purchase Price, the amount of the Purchaser’s Cash and Cash Equivalents is less than $15,000,000 (U.S.$), then the Purchaser shall immediately, but in any event within five (5) business days, deposit any unpaid balance of the Deferred Cash Purchase Price into escrow with a third party escrow agent pursuant to an escrow agreement that is mutually acceptable to the Purchaser and the Vendor Representative, pursuant to which the escrow amounts would be available to satisfy indemnity claims of the Purchaser in the same manner as the Deferred Purchase Price would have otherwise been available for such purposes as provided in Section 4.03 and would otherwise be disbursed to the Vendors and Optionholders in accordance with the terms and conditions of Sections 2.04(2)(b) and 2.04(3)(b) above. (5) Notwithstanding any provision of this Section 2.04 to the contrary, in no event shall the Purchaser be obligated to pay more than $3,500,000 less any Transaction Expenses not paid directly by the Vendors as the portion of the Purchase Price specified above for such Additional Balance and the related Transferred Property payable at Closing in cash on the Payment Date immediately available funds, or more than $1,000,000 in the calendar month immediately following aggregate as the calendar month in which such Additional Balance was created. Deferred Cash Purchase Price (e) The Seller shall have no obligation to sell any Transferred Property less the amount of that portion of the Deferred Cash Purchase Price paid on Closing to the Optionholders other than the Founders in order to offset any withholding and source deduction obligations required to be satisfied by them, all as set forth in the Purchase Price Schedule), or to issue a number of shares of Closing Stock that exceeds $2,500,000 divided by the Purchaser if Common Stock Trading Price or a number of shares of Earn-Out Stock that exceeds $2,000,000 divided by the Seller is not paid the purchase price for such Transferred Property as provided hereinPurchaser Common Stock Trading Price.

Payment of Purchase Price. (a) The purchase price (the "Purchase Price") Price for the Initial Mortgage Loans and the any Collateral related Initial Transferred Property to be paid Schedule 1 acquired by the Purchaser to Buyer from the Intermediate Seller on the Closing Date shall be an amount equal to one-hundred percent (100%) paid by a combination of cash and the issuance of a portion of the related Cut-Off Subordinated Notes by the Buyer to the Intermediate Seller and by subsequent transfer of such cash from the Intermediate Seller to the Seller. With respect to any Purchase Date Principal Balancesafter the Closing Date, to the extent the value of the Collateral transferred by the Seller to the Intermediate Seller and from the Intermediate Seller to the Buyer exceeds the value of the cash and a portion of the Subordinated Notes received by the Intermediate Seller or Seller (as applicable) for such assets, such excess shall be deemed to constitute a capital contribution from the Seller to the Intermediate Seller and from the Intermediate Seller to the Buyer. To the extent the value of the cash and a portion of the Subordinated Notes received by the Intermediate Seller or Seller (as applicable) from the Buyer exceeds the value of the assets transferred by the Seller to the Intermediate Seller and by the Intermediate Seller to the Buyer, such excess shall be deemed to constitute a dividend from the Buyer to the Intermediate Seller and the Intermediate Seller to the Seller. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property Collateral acquired by the Buyer from the Intermediate Seller on any Purchase Date after the Closing Date pursuant to this Agreement shall be paid in a combination of (A) immediately available funds in cash and by subsequent transfer of such cash from the Purchaser Intermediate Seller to the Seller on any Subsequent Transfer Date shall be one-hundred percent and (100%B) of if the related Cut-Off Date Principal Balances thereof (as identified on Buyer does not have sufficient funds in cash to pay the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal full amount of the related Draw under the related Loan Agreement on the later Purchase Price, by means of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as a capital contribution by the Seller to the Intermediate Seller and by a subsequent capital contribution by the Purchaser mutually agree will result in a purchase price determined Intermediate Seller to be the fair market value of such Additional Balance and the related Transferred PropertyBuyer. (b) In consideration The Purchase Price for any Collateral purchased by the Buyer to be settled directly with a subsidiary of the sale Seller on any Purchase Date after the Closing Date shall be paid in immediately available funds, which may comprise, if the Buyer does not have sufficient funds in cash to pay the full amount of the Initial Mortgage Loans and the related Transferred Property Purchase Price, amounts contributed by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Intermediate Seller on the Closing Date by wire transfer of immediately available funds to a bank account designated and by the Seller, the amount specified above in paragraph (a) for the Initial Mortgage Loans and the related Transferred Property. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Intermediate Seller to the Purchaser on any Subsequent Transfer Date, the Purchaser shall pay to the Seller by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the applicable Subsequent Mortgage Loans and the related Transferred PropertyBuyer. (c) [Reserved]Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date occurring after the Closing Date elect to designate all or a portion of the Collateral proposed to be transferred to the Buyer on such date as a capital contribution to the Intermediate Seller and in turn a capital contribution by the Intermediate Seller to the Buyer. In such event, the cash portion of the Purchase Price payable with respect to such transfer shall be reduced by that portion of the Purchase Price of the Collateral that was so contributed; provided that Collateral contributed to the Buyer as capital shall constitute Collateral for all purposes of this Agreement. (d) With respect The Seller, in connection with each Purchase hereunder relating to each Additional Balance transferred hereunder any Collateral, shall be deemed to have certified, and hereby does certify, with respect to any Mortgage Loan, the Purchaser shall pay or cause Collateral to be paid to purchased by the Seller or Buyer on such day, that its designee representations and warranties contained in Article IV are true and correct on and as of such day, with the Purchase Price specified above for same effect as though made on and as of such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was createdday. (e) The Seller shall have no obligation to sell Upon the payment of the Purchase Price for any Transferred Property Purchase, title to the Purchaser if Collateral included in such Purchase shall vest in the case of Collateral related to Schedule 1 initially in the Intermediate Seller is not paid and then in the purchase price for such Transferred Property Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Intermediate Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Intermediate Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (f) Collateral Obligations may be purchased or acquired from time to time by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (ai) The purchase price Unless a Holder of a SPC Unit effects an Early Settlement of the underlying Purchase Contract in the manner described in Section 5.9, each such Holder who intends to pay in cash to satisfy such Holder's obligations under the Purchase Contract shall notify the Purchase Contract Agent by use of a notice in substantially the form of Exhibit E hereto of his intention to pay in cash (the "Purchase PriceCash Settlement") the Purchase Price for the Initial Mortgage Loans shares of Common Stock to be purchased pursuant to the related Purchase Contract. Such notice shall be given prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date. Prior to 11:00 a.m. (New York City time) on the next succeeding Business Day, the Purchase Contract Agent shall notify the Collateral Agent and the related Initial Transferred Property Indenture Trustee of the receipt of such notices from Holders intending to be paid make a Cash Settlement. (ii) A Holder of a SPC Unit who has so notified the Purchase Contract Agent of his intention to effect a Cash Settlement in accordance with paragraph (a)(i) above shall pay the Purchase Price to the Securities Intermediary for deposit in the Collateral Account prior to 11:00 a.m. (New York City time) on the [fifth] Business Day immediately preceding the Purchase Contract Settlement Date in lawful money of the United States by certified or cashiers' check or wire transfer, in each case in immediately available funds payable to or upon the order of the [Securities Intermediary]. Any cash received by the Purchaser Collateral Agent shall be invested promptly by the Securities Intermediary in Permitted Investments and paid to the Seller Company on the Closing Purchase Contract Settlement Date in settlement of the Purchase Contract in accordance with the terms of this Agreement and the Pledge Agreement. Any funds received by the Securities Intermediary in respect of the investment earnings from the investment in such Permitted Investments, shall be an amount equal distributed to one-hundred percent (100%) the Purchase Contract Agent when received for payment to the Holder of the related Cut-Off Date Principal Balances. The SPC Unit. (iii) If a Holder of a SPC Unit fails to notify the Purchase Contract Agent of his intention to make a Cash Settlement in accordance with paragraph (a)(i) above, or does notify the Purchase Contract Agent as provided in paragraph (a)(i) above of his intention to pay the Purchase Price paid in cash, but fails to make such payment as required by paragraph (a)(ii) above, [the Notes of such holder will not be remarketed, but instead the Collateral Agent, for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser benefit of the Company, will exercise its rights as a secured party with respect to the Seller on any Subsequent Transfer Date shall be one-hundred percent Notes, including those rights described in paragraph (100%b) of the related Cut-Off Date Principal Balances thereof below. (as identified iv) Promptly after 11:00 a.m. (New York City time) on the Mortgage Loan Schedule attached to [fifth] Business Day preceding the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Purchase Contract Settlement Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof Contract Agent, based on notices received by the Purchase Contract Agent pursuant to Section 5.4(a) hereof and notice from the Securities Intermediary regarding cash received by it prior to such time, shall be 100% notify the Collateral Agent and the Indenture Trustee of the principal amount aggregate number of Notes to be tendered for purchase in the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result Remarketing in a purchase price determined to be notice substantially in the fair market value form of such Additional Balance and the related Transferred PropertyExhibit F hereto. (b) In consideration order to dispose of the sale Notes, SPC Units Holders who have not notified the Purchase Contract Agent of the Initial Mortgage Loans and the related Transferred Property by the Seller their intention to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available funds to effect a bank account designated by the Seller, the amount specified above Cash Settlement as provided in paragraph (aa)(i) above, or who have so notified the Purchase Contract Agent but failed to make such payment as required by paragraph (a)(ii) above, the Company shall engage _______________________ (the "Remarketing Agent") pursuant to the Remarketing Agreement to sell such Notes. In order to facilitate the Remarketing, the Purchase Contract Agent, based on the notices specified in Section 5.4(a)(iv), shall notify the Remarketing Agent, promptly after 11:00 a.m. (New York City time) on the [fifth] Business Day immediately preceding the Purchase Contract Settlement Date, of the aggregate number of Notes that are part of SPC Units to be remarketed. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, shall cause such Notes to be presented to the Remarketing Agent for Remarketing. Upon receipt of such notice from the Purchase Contract Agent and such Notes, the Remarketing Agent shall, on the third Business Day immediately preceding the Purchase Contract Settlement Date, use reasonable efforts to remarket such Notes on such date at a price equal to at least [100.25%] of the Stated Amount [($50.1250)], as provided in the Remarketing Agreement. The proceeds from the Remarketing shall automatically be applied by the Collateral Agent, in accordance with the Pledge Agreement, to satisfy in full such SPC Units Holders' obligations to pay the Purchase Price for the Initial Mortgage Loans and shares of Common Stock under the related Transferred PropertyPurchase Contracts on the Purchase Contract Settlement Date. In consideration addition, $[.1250] per Note of the sale proceeds shall be remitted to the Remarketing Agent for services rendered in connection with the Remarketing (the "Remarketing Fee"). Any proceeds remaining after satisfaction of any Subsequent Mortgage Loan the Purchase Contract and payment of the Remarketing Fee shall be payable to the Holder of such SPC Unit. If, in spite of using their reasonable efforts, the Remarketing Agent cannot remarket the related Transferred Property by Notes of such Holders of SPC Units at a price equal to at least [100.25%] of the Seller to the Purchaser on any Subsequent Transfer DateStated Amount [($50.1250)], the Purchaser Remarketing shall pay be deemed to have failed (a "Failed Remarketing") and in accordance with the Seller by wire transfer terms of immediately available funds to a bank account designated by the SellerPledge Agreement, the amount Collateral Agent, for the benefit of the Company, shall exercise its rights as a secured party with respect to such Notes, including those actions specified above in paragraph (ac) below; provided, that if upon a Failed Remarketing the Collateral Agent exercises such rights for the applicable Subsequent Mortgage Loans benefit of the Company with respect to such Notes, any accrued and unpaid and deferred interest on such Notes shall become payable by the related Transferred PropertyCompany to the Purchase Contract Agent for payment to the Beneficial Owner of the SPC Units to which such Notes relate. The Company shall cause a notice of such Failed Remarketing to be published on the second Business Day immediately preceding the Purchase Contract Settlement Date in a daily newspaper in the English language of general circulation in New York City, which is expected to be The Wall Street Journal, and on Bloomberg News. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder any Notes which are subject to a Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect thereto and, subject to any Mortgage Loanapplicable law and paragraph (g) below, may, among other things, (i) retain the Notes in full satisfaction of the Holders' obligations under the Purchase Contracts or (ii) sell the Notes in one or more public or private sales. (i) Unless a Holder of a Treasury SPC Units effects an Early Settlement of the underlying Purchase Contract through the early delivery of cash to the Purchase Contract Agent in the manner described in Section 5.9, each such Holder who intends to pay in cash shall notify the Purchase Contract Agent by use of a notice in substantially the form of Exhibit E hereto of his intention to pay in cash the Purchase Price for the shares of Common Stock to be purchased pursuant to the related Purchase Contract. Such notice shall be given prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date. Prior to 11:00 a.m. (New York City time) on the next succeeding Business Day, the Purchaser Purchase Contract Agent shall notify the Collateral Agent of the receipt of such notices from such Holders intending to make a Cash Settlement. (ii) A Holder of a Treasury SPC Unit who has so notified the Purchase Contract Agent of his intention to make a Cash Settlement in accordance with paragraph (d)(i) above shall pay the Purchase Price to the Securities Intermediary for deposit in the Collateral Account prior to 11:00 a.m. (New York City time) on the [fifth] Business Day immediately preceding the Purchase Contract Settlement Date in lawful money of the United States by certified or cause cashiers' check or wire transfer, in each case in immediately available funds payable to or upon the order of the [Securities Intermediary]. Any cash received by the Collateral Agent shall be invested promptly by the Securities Intermediary in Permitted Investments and paid to the Seller Company on the Purchase Contract Settlement Date in settlement of the Purchase Contract in accordance with the terms of this Agreement and the Pledge Agreement. Any funds received by the Securities Intermediary in respect of the investment earnings from the investment in such Permitted Investments shall be distributed to the Purchase Contract Agent when received for payment to the Holder of the related Treasury SPC Unit. (iii) If a Holder of a Treasury SPC Unit fails to notify the Purchase Contract Agent of his intention to make a Cash Settlement in accordance with paragraph (d)(i) above, or its designee does notify the Purchase Contract Agent as provided in paragraph (d)(i) above of his intention to pay the Purchase Price specified above for in cash, but fails to make such Additional Balance payment as required by paragraph (d)(ii) above, then upon the maturity of the Pledged Treasury Securities held by the Securities Intermediary on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount of the Treasury Securities received by the Securities Intermediary shall be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an amount equal to the Purchase Price shall be remitted to the Company as payment thereof without receiving any instructions from the Holder of the related Treasury SPC Unit. In the event the sum of the proceeds from the related Pledged Treasury Securities and the investment earnings earned from such investments is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall cause the Securities Intermediary to distribute such excess to the Purchase Contract Agent for the benefit of the Holder of the related Transferred Property in cash Treasury SPC Unit when received. (iv) A Holder of a Treasury SPC Unit may elect to have the Note, no longer a part of a SPC Unit, remarketed. A Holder making such an election must notify the Indenture Trustee prior to 11:00 a.m. (New York City time) on the Payment Date fifth Business Day immediately preceding the Purchase Contract Settlement Date, of the aggregate number of Notes that are not part of SPC Units to be remarketed. Any such notice will be irrevocable and may not be conditioned upon the level at which the Reset Rate is established in the calendar month immediately following Remarketing. Concurrently, the calendar month in which Indenture Trustee shall cause such Additional Balance was createdNotes to be presented to the Remarketing Agent for Remarketing. (e) Any distribution to Holders of excess funds and interest described above shall be payable at the office of the Purchase Contract Agent in New York City maintained for that purpose or, at the option of the Holder, by check mailed to the address of the Person entitled thereto at such address as it appears on the Register. (f) Upon Cash Settlement of any Purchase Contract: (1) the Collateral Agent will in accordance with the terms of the Pledge Agreement cause the Pledged Note or the Pledged Treasury Securities, as the case may be, underlying the relevant Security to be released from the Pledge, free and clear of any security interest of the Company, and transferred to the Purchase Contract Agent for delivery to the Holder thereof or its designee as soon as practicable; and (2) subject to the receipt thereof, the Purchase Contract Agent shall, by book-entry transfer or other appropriate procedures, in accordance with written instructions provided by the Holder thereof, transfer such Note or such Treasury Securities, as the case may be (or, if no such instructions are given to the Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Note or such Treasury Securities, as the case may be, and any interest payment thereon, in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the abandoned property laws of the relevant State). (g) The Seller obligations of the Holders to pay the Purchase Price are non- recourse obligations and, except to the extent satisfied by Early Settlement or Cash Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the Holders and in no event will Holders be liable for any deficiency between the proceeds of the disposition of Collateral and the Purchase Price. (h) The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates thereof to the Holder of the related SPC Unit or Treasury SPC Unit unless the Company shall have no obligation to sell any Transferred Property to received payment in full for the Purchaser if the Seller is not paid the aggregate purchase price for such Transferred Property as provided hereinthe Common Stock to be purchased thereunder in the manner herein set forth.

Payment of Purchase Price. (a) The sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the Interest Coverage Amount into the Pre-Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price (the "Purchase Price") for the GMACM Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $133,977,307.22 in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price for the WG Trust Initial Mortgage Loans to be paid by the Purchaser to WG Trust on the Closing Date shall be an amount equal to $327,306,809.46 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid Loan by the Purchaser to Indenture Trustee from funds on deposit in the Seller on any Subsequent Transfer Date Pre-Funding Account, at the direction of the Issuer, shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by GMACM. (c) In consideration of the sale of the WG Trust Initial Mortgage Loans by WG Trust to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust, the amount specified above in paragraph (a) for the applicable WG Trust Initial Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loans and Loan by WG Trust to the related Transferred Property. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage LoanIssuer, the Purchaser Issuer shall pay or cause to be paid WG Trust by wire transfer of immediately available funds to a bank account designated by WG Trust, the Seller or its designee the Purchase Price amount specified above in paragraph (a) for such Additional Balance and the related Transferred Property in cash on the Payment Date in the calendar month immediately following the calendar month in which such Additional Balance was createdeach Subsequent Mortgage Loan sold by WG Trust. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.

Payment of Purchase Price. (a) The sale of the Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Initial Mortgage Loans into the Trust Estate and the issuance of the Securities. The purchase price (the "Purchase Price") for the GMACM Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller GMACM on the Closing Date shall be an amount equal to one-hundred percent (100%) $505,877,238.44 in immediately available funds, together with the Certificates, in respect of the related Cut-Off Date Principal BalancesBalances thereof. The Purchase Price for the WG Trust 2003 Initial Mortgage Loans to be paid by the Purchaser to WG Trust 2003 on the Closing Date shall be an amount equal to $254,900,161.48 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid Loan by the Purchaser to Indenture Trustee from funds on deposit in the Seller on any Subsequent Transfer Date Funding Account, at the direction of the Issuer, shall be one-hundred percent (100%) of the related Subsequent Cut-Off Date Principal Balances Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the SellerGMACM). In the case of each Additional Balance and the related Transferred Property sold transferred hereunder created on or after the Cut-Off Date (or any the Subsequent Cut-Off Date, as applicable, Date in the case of a Subsequent Mortgage Loan) and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date (or any the related Subsequent Cut-Off Date, as applicable, Transfer Date in the case of a Subsequent Mortgage Loan) and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property. (b) In consideration of the sale of the GMACM Initial Mortgage Loans and the related Transferred Property by the Seller GMACM to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller GMACM on the Closing Date by wire transfer of immediately available funds to a bank account designated by the SellerGMACM, the amount specified above in paragraph (a) for the GMACM Initial Mortgage Loans Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and the related Transferred PropertyPurchaser. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller GMACM to the Purchaser on any Subsequent Transfer DateIssuer, the Purchaser Issuer shall pay to the Seller GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Selleramount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by GMACM. (c) In consideration of the sale of the WG Trust 2003 Initial Mortgage Loans by WG Trust 2003 to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust 2003 on the Closing Date by wire transfer of immediately available funds to a bank account designated by WG Trust 2003, the amount specified above in paragraph (a) for the applicable WG Trust 2003 Initial Mortgage Loans; provided, that such payment may be on a net funding basis if agreed by WG Trust 2003 and the Purchaser. In consideration of the sale of any Subsequent Mortgage Loans and Loan by WG Trust 2003 to the related Transferred PropertyIssuer, the Issuer shall pay to WG Trust 2003 by wire transfer of immediately available funds to a bank account designated by WG Trust 2003, the amount specified above in paragraph (a) for each Subsequent Mortgage Loan sold by WG Trust 2003. (c) [Reserved] (d) With respect to each Additional Balance transferred hereunder with respect to any Initial Mortgage Loan or Subsequent Mortgage Loan, the Issuer as assignee of the Purchaser shall pay or cause to be paid to the Seller GMACM or its designee the Purchase Price specified above for such Additional Balance in one of the following ways, as applicable, a cash payment pursuant to Section 3.03(b) of the Servicing Agreement and Section 2.3(a) hereof in an amount equal to the related Transferred Property in cash Draw, if then available from Principal Collections during the related Collection Period on the Payment Date Mortgage Loans, or from funds on deposit in the calendar month immediately following Funding Account or from the calendar month in which such payment of the Additional Balance was createdIncrease Amount pursuant to Section 3.05 of the Indenture. (e) The Seller shall have no obligation to sell any Transferred Property to the Purchaser if the Seller is not paid the purchase price for such Transferred Property as provided herein.