Common use of Sale of Subsequent Home Loans Clause in Contracts

Sale of Subsequent Home Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the Issuer, without recourse, all of its right, title and interest in and to the Subsequent Home Loans, all principal received and interest accruing on the Subsequent Home Loans on and after the Subsequent Cut-Off Date, all monies due or to become due relating to such Subsequent Home Loans and all items with respect to the Subsequent Home Loans to be delivered pursuant to Section 2.2 of the Home Loan Purchase Agreement; provided, however, that the Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Home Loans prior to the Subsequent Cut-Off Date. The Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee each item set forth in Section 2.2 of the Home Loan Purchase Agreement. The transfer to the Issuer by the Seller of the Subsequent Home Loans identified on the Home Loan Schedule shall be absolute and is intended by the parties hereto to constitute a sale by the Seller to the Issuer on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Home Loans, and other property as and to the extent described above, and the Issuer hereby acknowledges such transfer. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Issuer as of the Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under all accounts, chattel papers, general intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to the Subsequent Home Loans, and such other property, to secure all of the Issuer's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware and the Commonwealth of Pennsylvania (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect and protect the Issuer's interests in each Subsequent Home Loan and the proceeds thereof.

Sale of Subsequent Home Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the Issuer, without recourse, all of its right, title and interest in and to the Subsequent Home Loans, all principal received and interest accruing on the Subsequent Home Loans on and after the Subsequent Cut-Off Date, all monies due or to become due relating to such Subsequent Home Loans and all items with respect to the Subsequent Home Loans to be delivered pursuant to Section 2.2 of the Home Loan Purchase Agreement; provided, however, that the Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Home Loans prior to the Subsequent Cut-Off Date. The Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee each item set forth in Section 2.2 of the Home Loan Purchase Agreement. The transfer to the Issuer by the Seller of the Subsequent Home Loans identified on the Home Loan Schedule shall be absolute and is intended by the parties hereto to constitute a sale by the Seller to the Issuer on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Home Loans, and other property as and to the extent described above, and the Issuer hereby acknowledges such transfer. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Issuer as of the Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under all accounts, chattel papers, general intangibles, payment intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to the Subsequent Home Loans, and such other property, to secure all of the Issuer's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware and the Commonwealth of Pennsylvania (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Issuer's interests in each Subsequent Home Loan and the proceeds thereof.

Sale of Subsequent Home Loans. (a) The Subject to the conditions set forth in paragraphs (b) and (c) below (the satisfaction of which (other than the conditions specified in paragraphs (b)(i), (b)(ii) and (b)(iii)) shall be evidenced by an Officer's Certificate of GMACM dated the date of the related Subsequent Transfer Date), in consideration of the Issuer's payment of the purchase price provided for in Section 2.3 on one or more Subsequent Transfer Dates using amounts on deposit in the Pre-Funding Account, each Seller does hereby may, on the related Subsequent Transfer Date, sell, transfer, assign, set over and convey without recourse to the Issuer, without recourse, Issuer but subject to the other terms and provisions of this Agreement all of its the right, title and interest of such Seller in and to the Subsequent Home Loans, all principal received and interest accruing on the (i) Subsequent Home Loans identified on and after the related Home Loan Schedule attached to the related Subsequent Cut-Off Date, Transfer Agreement delivered by GMACM on such Subsequent Transfer Date (ii) all monies money due or to become due relating to on such Subsequent Home Loans Loan and all collections received on and after the related Subsequent Cut-Off Date and (iii) all items with respect to the such Subsequent Home Loans to be delivered pursuant to Section 2.2 of 2.1 above and the Home Loan Purchase Agreementother items in the related Mortgage Files; provided, however, that the Seller of a Subsequent Home Loan reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Home Loans Loan prior to the related Subsequent Cut-Off Date. The Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee each item set forth in Section 2.2 of the Home Loan Purchase Agreement. The Any transfer to the Issuer by the a Seller of the Subsequent Home Loans identified on the Home Loan Schedule shall be absolute absolute, and is intended by the parties hereto Issuer and such Seller to constitute and to be treated as a sale of such Subsequent Home Loans by the such Seller to the Issuer on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Home Loans, and other property as and to the extent described above, and the Issuer hereby acknowledges such transferIssuer. In the event the transactions set forth herein shall be that any such transaction is deemed not to be a sale, the Seller GMACM and WG Trust hereby grants grant to the Issuer as of the each Subsequent Transfer Date a security interest in all of the SellerGMACM's or WG Trust's, as applicable, right, title and interest in, to and under all accounts, chattel papers, general intangibles, payment intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to the related Subsequent Home Loans, Loans and such other property, to secure all of the IssuerGMACM's or WG Trust's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Each Seller agrees to take or cause to be taken such actions and to execute or authenticate such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware and the Commonwealth of Pennsylvania (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the such Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of the incorporation of such Seller, as are necessary to perfect and protect the Issuer's interests of the Issuer and its assignees in each Subsequent Home Loan and the proceeds thereof. The Servicer shall file any such continuation, amendment or additional financing statements on a timely basis.

Sale of Subsequent Home Loans. (a) The Subject to the conditions set forth in paragraphs (b) and (c) below (the satisfaction of which (other than the conditions specified in paragraphs (b)(i), (b)(ii) and (b)(iii)) shall be evidenced by an Officer's Certificate of GMACM dated the date of the related Subsequent Transfer Date), in consideration of the Issuer's payment of the purchase price provided for in Section 2.3 on one or more Subsequent Transfer Dates using amounts on deposit in the Pre-Funding Account, each Seller does hereby may, on the related Subsequent Transfer Date, sell, transfer, assign, set over and convey without recourse to the Issuer, without recourse, Issuer but subject to the other terms and provisions of this Agreement all of its the right, title and interest of such Seller in and to the Subsequent Home Loans, all principal received and interest accruing on the (i) Subsequent Home Loans identified on and after the related Home Loan Schedule attached to the related Subsequent Cut-Off Date, Transfer Agreement delivered by GMACM on such Subsequent Transfer Date (ii) all monies money due or to become due relating to on such Subsequent Home Loans Loan and all collections received on and after the related Subsequent Cut-Off Date and (iii) all items with respect to the such Subsequent Home Loans to be delivered pursuant to Section 2.2 of 2.1 above and the Home Loan Purchase Agreementother items in the related Mortgage Files; provided, however, that the Seller of a Subsequent Home Loan reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Home Loans Loan prior to the related Subsequent Cut-Off Date. The Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee each item set forth in Section 2.2 of the Home Loan Purchase Agreement. The Any transfer to the Issuer by the a Seller of the Subsequent Home Loans identified on the Home Loan Schedule shall be absolute absolute, and is intended by the parties hereto Issuer and such Seller to constitute and to be treated as a sale of such Subsequent Home Loans by the such Seller to the Issuer on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Home Loans, and other property as and to the extent described above, and the Issuer hereby acknowledges such transferIssuer. In the event the transactions set forth herein shall be that any such transaction is deemed not to be a sale, the Seller GMACM and WG Trust hereby grants grant to the Issuer as of the each Subsequent Transfer Date a security interest in all of the SellerGMACM's or WG Trust's, as applicable, right, title and interest in, to and under all accounts, chattel papers, general intangibles, payment intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to the related Subsequent Home Loans, Loans and such other property, to secure all of the IssuerGMACM's or WG Trust's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Each Seller agrees to take or cause to be taken such actions and to execute or authenticate such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware and the Commonwealth of Pennsylvania (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the such Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of the incorporation of such Seller, as are necessary to perfect and protect the Issuer's interests of the Issuer and its assignees in each Subsequent Home Loan and the proceeds thereof. The Servicer shall file any such continuation, amendment, or additional financing statements on a timely basis.

Sale of Subsequent Home Loans. (a) The Subject to the conditions set forth in paragraphs (b) and (c) below (the satisfaction of which (other than the conditions specified in paragraphs (b)(i), (b)(ii), (b)(iii), (b)(vi), (b)(vii) and (c)(iii)) shall be evidenced by an Officer's Certificate of the Seller does hereby dated the date of the related Subsequent Transfer Date), in consideration of the Issuer's payment of the purchase price provided for in Section 2.3 on one or more Subsequent Transfer Dates using amounts on deposit in the Pre-Funding Account, the Seller may, on the related Subsequent Transfer Date, sell, transfer, assign, set over and convey without recourse to the Issuer, without recourse, Issuer but subject to the other terms and provisions of this Agreement all of its the right, title and interest of the Seller in and to the Subsequent Home Loans, all principal received and interest accruing on the (i) Subsequent Home Loans identified on and after the related Home Loan Schedule attached to the related Subsequent Cut-Off Date, Transfer Agreement delivered by the Seller on such Subsequent Transfer Date (ii) all monies money due or to become due relating to on such Subsequent Home Loans Loan and after the related Subsequent Cut-Off Date and (iii) all items with respect to the such Subsequent Home Loans to be delivered pursuant to Section 2.2 of 2.1 above and the Home Loan Purchase Agreementother items in the related Mortgage Files; provided, however, that the Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the any Subsequent Home Loans Loan prior to the related Subsequent Cut-Off Date. The Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee each item set forth in Section 2.2 of the Home Loan Purchase Agreement. The Any transfer to the Issuer by the Seller of the Subsequent Home Loans identified on the Home Loan Schedule shall be absolute absolute, and is intended by the parties hereto Issuer and the Seller to constitute and to be treated as a sale of such Subsequent Home Loans by the Seller to the Issuer on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Home Loans, and other property as and to the extent described above, and the Issuer hereby acknowledges such transferIssuer. In the event the transactions set forth herein shall be that any such transaction is deemed not to be a sale, the Seller hereby grants to the Issuer as of the each Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under all accounts, chattel papers, general intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to the related Subsequent Home Loans, Loans and such other property, to secure all of the IssuerSeller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware and the Commonwealth of Pennsylvania (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect and protect the Issuer's interests of the Issuer and its assignees in each Subsequent Home Loan and the proceeds thereof. The Seller hereby designates $54,823,664.92 of the Original Pre-Funded Amount for Loan Group I and $11,343,001.77 of the Original Pre-Funded Amount for Loan Group II.

Sale of Subsequent Home Loans. (a) The Subject to the conditions set forth in paragraphs (b) and (c) below (the satisfaction of which (other than the conditions specified in paragraphs (b)(i), (b)(ii) and (b)(iii)) shall be evidenced by an Officer's Certificate of GMACM dated the date of the related Subsequent Transfer Date), in consideration of the Issuer's payment of the purchase price provided for in Section 2.3 on one or more Subsequent Transfer Dates using amounts on deposit in the Pre-Funding Account, each Seller does hereby may, on the related Subsequent Transfer Date, sell, transfer, assign, set over and convey without recourse to the Issuer, without recourse, Issuer but subject to the other terms and provisions of this Agreement all of its the right, title and interest of such Seller in and to the Subsequent Home Loans, all principal received and interest accruing on the (i) Subsequent Home Loans identified on and after the related Home Loan Schedule attached to the related Subsequent Cut-Off Date, Transfer Agreement delivered by GMACM on such Subsequent Transfer Date (ii) all monies money due or to become due relating to on such Subsequent Home Loans Loan and after the related Subsequent Cut-Off Date and (iii) all items with respect to the such Subsequent Home Loans to be delivered pursuant to Section 2.2 of 2.1 above and the Home Loan Purchase Agreementother items in the related Mortgage Files; provided, however, that the Seller of a Subsequent Home Loan reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Home Loans Loan prior to the related Subsequent Cut-Off Date. The Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee each item set forth in Section 2.2 of the Home Loan Purchase Agreement. The Any transfer to the Issuer by the a Seller of the Subsequent Home Loans identified on the Home Loan Schedule shall be absolute absolute, and is intended by the parties hereto Issuer and such Seller to constitute and to be treated as a sale of such Subsequent Home Loans by the such Seller to the Issuer on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Home Loans, and other property as and to the extent described above, and the Issuer hereby acknowledges such transferIssuer. In the event the transactions set forth herein shall be that any such transaction is deemed not to be a sale, the Seller GMACM and WG Trust hereby grants grant to the Issuer as of the each Subsequent Transfer Date a security interest in all of the SellerGMACM's or WG Trust's, as applicable, right, title and interest in, to and under all accounts, chattel papers, general intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to the related Subsequent Home Loans, Loans and such other property, to secure all of the IssuerGMACM's or WG Trust's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Each Seller agrees to take xxxx or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware and the Commonwealth of Pennsylvania (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the such Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the such Seller, as are necessary to perfect and protect the Issuer's interests of the Issuer and its assignees in each Subsequent Home Loan and the proceeds thereof. The Servicer shall file any such continuation statements on a timely basis. GMACM hereby designates $70,870,191.06 of the Original Pre-Funded Amount for Loan Group I and $2,482,693.57 of the Original Pre-Funded Amount for Loan Group II.

Sale of Subsequent Home Loans. (a) The Subject to the conditions set forth in paragraphs (b) and (c) below (the satisfaction of which (other than the conditions specified in paragraphs (b)(i), (b)(ii) and (b)(iii)) shall be evidenced by an Officer's Certificate of GMACM dated the date of the related Subsequent Transfer Date), in consideration of the Issuer's payment of the purchase price provided for in Section 2.3 on one or more Subsequent Transfer Dates using amounts on deposit in the Pre-Funding Account, each Seller does hereby may, on the related Subsequent Transfer Date, sell, transfer, assign, set over and convey without recourse to the Issuer, without recourse, Issuer but subject to the other terms and provisions of this Agreement all of its the right, title and interest of such Seller in and to the Subsequent Home Loans, all principal received and interest accruing on the (i) Subsequent Home Loans identified on and after the related Home Loan Schedule attached to the related Subsequent Cut-Off Date, Transfer Agreement delivered by GMACM on such Subsequent Transfer Date (ii) all monies money due or to become due relating to on such Subsequent Home Loans Loan and after the related Subsequent Cut-Off Date and (iii) all items with respect to the such Subsequent Home Loans to be delivered pursuant to Section 2.2 of 2.1 above and the Home Loan Purchase Agreementother items in the related Mortgage Files; provided, however, that the Seller of a Subsequent Home Loan reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Home Loans Loan prior to the related Subsequent Cut-Off Date. The Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee each item set forth in Section 2.2 of the Home Loan Purchase Agreement. The Any transfer to the Issuer by the a Seller of the Subsequent Home Loans identified on the Home Loan Schedule shall be absolute absolute, and is intended by the parties hereto Issuer and such Seller to constitute and to be treated as a sale of such Subsequent Home Loans by the such Seller to the Issuer on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Home Loans, and other property as and to the extent described above, and the Issuer hereby acknowledges such transferIssuer. In the event the transactions set forth herein shall be that any such transaction is deemed not to be a sale, the Seller GMACM and WG Trust hereby grants grant to the Issuer as of the each Subsequent Transfer Date a security interest in all of the SellerGMACM's or WG Trust's, as applicable, right, title and interest in, to and under all accounts, chattel papers, general intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to the related Subsequent Home Loans, Loans and such other property, to secure all of the IssuerGMACM's or WG Trust's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Each Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware and the Commonwealth of Pennsylvania (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the such Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the such Seller, as are necessary to perfect and protect the Issuer's interests of the Issuer and its assignees in each Subsequent Home Loan and the proceeds thereof. The Servicer shall file any such continuation statements on a timely basis. GMACM hereby designates $123,353,157.71 of the Original Pre-Funded Amount for Loan Group I and $21,035,209.55 of the Original Pre-Funded Amount for Loan Group II.

Sale of Subsequent Home Loans. (a) The Subject to the conditions set forth in paragraphs (b) and (c) below (the satisfaction of which (other than the conditions specified in paragraphs (b)(i), (b)(ii) and (b)(iii)) shall be evidenced by an Officer's Certificate of GMACM dated the date of the related Subsequent Transfer Date), in consideration of the Issuer's payment of the purchase price provided for in Section 2.3 on one or more Subsequent Transfer Dates using amounts on deposit in the Pre-Funding Account, each Seller does hereby may, on the related Subsequent Transfer Date, sell, transfer, assign, set over and convey without recourse to the Issuer, without recourse, Issuer but subject to the other terms and provisions of this Agreement all of its the right, title and interest of such Seller in and to the Subsequent Home Loans, all principal received and interest accruing on the (i) Subsequent Home Loans identified on and after the related Home Loan Schedule attached to the related Subsequent Cut-Off Date, Transfer Agreement delivered by GMACM on such Subsequent Transfer Date (ii) all monies money due or to become due relating to on such Subsequent Home Loans Loan and all collections received on and after the related Subsequent Cut-Off Date and (iii) all items with respect to the such Subsequent Home Loans to be delivered pursuant to Section 2.2 of 2.1 above and the Home Loan Purchase Agreementother items in the related Mortgage Files; provided, however, that the Seller of a Subsequent Home Loan reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Home Loans Loan prior to the related Subsequent Cut-Off Date. The Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee each item set forth in Section 2.2 of the Home Loan Purchase Agreement. The Any transfer to the Issuer by the a Seller of the Subsequent Home Loans identified on the Home Loan Schedule shall be absolute absolute, and is intended by the parties hereto Issuer and such Seller to constitute and to be treated as a sale of such Subsequent Home Loans by the such Seller to the Issuer on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Home Loans, and other property as and to the extent described above, and the Issuer hereby acknowledges such transferIssuer. In the event the transactions set forth herein shall be that any such transaction is deemed not to be a sale, the Seller GMACM and WG Trust hereby grants grant to the Issuer as of the each Subsequent Transfer Date a security interest in all of the SellerGMACM's or WG Trust's, as applicable, right, title and interest in, to and under all accounts, chattel papers, general intangibles, payment intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to the related Subsequent Home Loans, Loans and such other property, to secure all of the IssuerGMACM's or WG Trust's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Each Seller agrees to take or cause to be taken such actions and to execute or authenticate such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware and the Commonwealth of Pennsylvania (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the such Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of the incorporation of such Seller, as are necessary to perfect and protect the Issuer's interests of the Issuer and its assignees in each Subsequent Home Loan and the proceeds thereof. The Servicer shall file any such continuation, amendment, or additional financing statements on a timely basis. GMACM hereby designates $45,858,293.79 of the Original Pre-Funded Amount for Loan Group I and $6,574,325.49 of the Original Pre-Funded Amount for Loan Group II.

Sale of Subsequent Home Loans. (a) The Subject to the conditions set forth in paragraphs (b) and (c) below (the satisfaction of which (other than the conditions specified in paragraphs (b)(i), (b)(ii), (b)(iii), (b)(vi), (b)(vii) and (c)(iii)) shall be evidenced by an Officer's Certificate of the Seller does hereby dated the date of the related Subsequent Transfer Date), in consideration of the Issuer's payment of the purchase price provided for in Section 2.3 on one or more Subsequent Transfer Dates using amounts on deposit in the Pre-Funding Account, the Seller may, on the related Subsequent Transfer Date, sell, transfer, assign, set over and convey without recourse to the Issuer, without recourse, Issuer but subject to the other terms and provisions of this Agreement all of its the right, title and interest of the Seller in and to the Subsequent Home Loans, all principal received and interest accruing on the (i) Subsequent Home Loans identified on and after the related Home Loan Schedule attached to the related Subsequent Cut-Off Date, Transfer Agreement delivered by the Seller on such Subsequent Transfer Date (ii) all monies money due or to become due relating to on such Subsequent Home Loans Loan and after the related Subsequent Cut-Off Date and (iii) all items with respect to the such Subsequent Home Loans to be delivered pursuant to Section 2.2 of 2.1 above and the Home Loan Purchase Agreementother items in the related Mortgage Files; provided, however, that the Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the any Subsequent Home Loans Loan prior to the related Subsequent Cut-Off Date. The Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee each item set forth in Section 2.2 of the Home Loan Purchase Agreement. The Any transfer to the Issuer by the Seller of the Subsequent Home Loans identified on the Home Loan Schedule shall be absolute absolute, and is intended by the parties hereto Issuer and the Seller to constitute and to be treated as a sale of such Subsequent Home Loans by the Seller to the Issuer on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Home Loans, and other property as and to the extent described above, and the Issuer hereby acknowledges such transferIssuer. In the event the transactions set forth herein shall be that any such transaction is deemed not to be a sale, the Seller hereby grants to the Issuer as of the each Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under all accounts, chattel papers, general intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to the related Subsequent Home Loans, Loans and such other property, to secure all of the IssuerSeller's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware and the Commonwealth of Pennsylvania (which shall be submitted for filing as of the related Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect and protect the Issuer's interests of the Issuer and its assignees in each Subsequent Home Loan and the proceeds thereof.