Common use of Sale of Subsequent Mortgage Loans Clause in Contracts

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

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

Sale of Subsequent Mortgage 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 (i) Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by GMACM on such Subsequent Transfer Date, (including ii) all money due or to become due on such Subsequent Mortgage Loan and all collections received on or after the related Subsequent Cut-Off Date Principal Balance now existing and all Additional Balances thereafter arising to and including the date immediately preceding the commencement of the Rapid Amortization Period), all principal received and interest thereon on and after the Subsequent Cut-Off Date, all monies due or to become due thereon and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of 2.1 above and the other items in the related Mortgage Loan Purchase AgreementFiles; provided, however, that the Seller of a Subsequent Mortgage Loan reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage 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 Mortgage Loan Purchase Agreement. The Any transfer to the Issuer by the a Seller of the Subsequent Mortgage Loans identified on the Mortgage 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 Mortgage 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 Mortgage 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, GMACM and WG Trust 2003, as the Seller case may be, hereby grants grant to the Issuer as of the each Subsequent Transfer Date a security interest in all of the such 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, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the related Subsequent Mortgage Loans, Loans and such other property, to secure all of the Issuersuch Seller'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 or jurisdiction of incorporation of the such Seller, as are necessary to perfect and protect the Issuer's interests of the Issuer and its assignees in each Subsequent Mortgage Loan and the proceeds thereof. The Servicer shall file any such continuation statements on a timely basis. The Issuer on each Subsequent Transfer Date shall acknowledge its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.2. The Issuer shall be entitled to all scheduled principal payments due on and after each Subsequent Cut-Off Date, all other payments of principal due and collected on and after each Subsequent Cut-Off Date, and all payments of interest on any related Subsequent Mortgage Loans, minus that portion of any such interest payment that is allocable to the period prior to the related Subsequent Cut-Off Date.

Sale of Subsequent Mortgage 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 (i) Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by GMACM on such Subsequent Transfer Date (including ii) all money due or to become due on such Subsequent Mortgage Loan and all collections received on and after the related Subsequent Cut-Off Date Principal Balance now existing and all Additional Balances thereafter arising to and including the date immediately preceding the commencement of the Rapid Amortization Period), all principal received and interest thereon on and after the Subsequent Cut-Off Date, all monies due or to become due thereon and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of 2.1 above and the other items in the related Mortgage Loan Purchase AgreementFiles; provided, however, that the Seller of a Subsequent Mortgage Loan reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage 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 Mortgage Loan Purchase Agreement. The Any transfer to the Issuer by the a Seller of the Subsequent Mortgage Loans identified on the Mortgage 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 Mortgage 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 Mortgage 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, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the related Subsequent Mortgage 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 or jurisdiction of incorporation of the such Seller, as are necessary to perfect and protect the Issuer's interests of the Issuer and its assignees in each Subsequent Mortgage Loan and the proceeds thereof. The Servicer shall file any such continuation statements on a timely basis.

Sale of Subsequent Mortgage Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the Issuer, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans (including the Subsequent Cut-Off Date Principal Balance now existing and all Additional Balances thereafter arising to and including the date immediately preceding the commencement of the Rapid Amortization Period), all principal received and interest thereon on and after the Subsequent Cut-Off Date, all monies due or to become due thereon and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of the Mortgage Loan Purchase Agreement; provided, however, that the Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the Subsequent Cut-Off Date. The Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee each item set forth in Section 2.2 of the Mortgage Loan Purchase Agreement. The transfer to the Issuer by the Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the parties hereto to constitute a sale by the Seller to the Issuer on the Subsequent Transfer Date of all the Seller's ’s right, title and interest in and to the Subsequent Mortgage Loans, and other property as and to the extent described above, and the Issuer hereby acknowledges such transfer. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Issuer as of the Subsequent Transfer Date a security interest in all of the Seller's ’s right, title and interest in, to and under all accounts, chattel papers, general intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the Subsequent Mortgage Loans, and such other property, to secure all of the Issuer's ’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 ’s interests in each Subsequent Mortgage Loan and the proceeds thereof.

Sale of Subsequent Mortgage 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 Custodial Account, the Pre-Funding Account, the Funding Account or the Reserve Sub-Account (in each case to the extent permitted by the Servicing Agreement), 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 (i) Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by GMACM on such Subsequent Transfer Date (including the Subsequent Cut-Off Date Principal Balance now then existing and all Additional Balances and Excluded Amounts thereafter arising thereunder to and including the date immediately preceding the commencement of the Rapid Amortization Period); provided that Excluded Amounts shall not be conveyed to the Issuer and shall be retained by GMACM, (ii) all principal received and interest thereon on and after the Subsequent Cut-Off Date, all monies money due or to become due thereon on such Subsequent Mortgage Loan and all collections received on or after the related Subsequent Cut-Off Date and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of 2.1 above and the other items in the related Mortgage Loan Purchase AgreementFiles; provided, however, that the Seller of a Subsequent Mortgage Loan reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage 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 Mortgage Loan Purchase Agreement. The Any transfer to the Issuer by the a Seller of the Subsequent Mortgage Loans identified on the Mortgage 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 Mortgage 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 Mortgage 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, GMACM and WG Trust 2003, as the Seller case may be, hereby grants grant to the Issuer as of the each Subsequent Transfer Date a security interest in all of the such 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, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the related Subsequent Mortgage Loans, Loans and such other property, to secure all of the Issuersuch Seller'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 or jurisdiction of incorporation of the such Seller, as are necessary to perfect and protect the Issuer's interests of the Issuer and its assignees in each Subsequent Mortgage Loan and the proceeds thereof. The Servicer shall file any such continuation statements on a timely basis.

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

Sale of Subsequent Mortgage Loans. (a) The Seller Depositor, by the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over over, and otherwise convey to the Issuer, without recourserecourse (except as expressly provided herein and in the Trust Agreement), all of its right, title and interest in interest, whether now owned or existing or hereafter created, arising, or acquired, in, to and to under the following: (i) the Subsequent Mortgage Loans (including the Subsequent Cut-Off Date Principal Balance now existing and all Additional Balances thereafter arising to and including the date immediately preceding the commencement of the Rapid Amortization Period), all principal received and interest thereon identified on and after the Subsequent Cut-Off Date, all monies due or to become due thereon and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of the Mortgage Loan Schedule attached hereto as Attachment B and the other related Subsequent Transferred Property purchased by the Depositor from the Seller pursuant to the Purchase Agreement; provided, however, that the Seller reserves and retains all rightIssuer does not assume any obligations (including any obligations to fund Draws) arising under or related to the Related Documents. Such conveyance shall be deemed to be made: (1) with respect to the Cut-Off Date Principal Balances, title and interest in and with respect to principal received and interest accruing on the Subsequent Mortgage Loans prior Loans, as of the related Subsequent Transfer Date; and (2) with respect to the amount of each Additional Balance created on or after the Subsequent Cut-Off DateDate and prior to the commencement of the Rapid Amortization Period, as of the later of the related Subsequent Cut-Off Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by the Depositor of consideration therefore as provided in Section 3.02(c) of the Trust Agreement. The SellerDepositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee Issuer each item set forth in Section 2.2 3.04 of the Mortgage Loan Purchase Trust Agreement. The transfer to the Issuer by the Seller Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the parties hereto to constitute a sale by the Seller Depositor to the Issuer on the Subsequent Transfer Date of all the SellerDepositor's right, title and interest in and to the Subsequent Mortgage Loans, and other property related Subsequent Transferred 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 are deemed not to be a sale, the Seller Depositor hereby grants to the Issuer as of the Subsequent Transfer Date a security interest in all of the SellerDepositor's right, title and interest interest, whether now owned or hereafter acquired, in, to and under all accounts, chattel papers, general intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the Subsequent Mortgage Loans, and such other property, Transferred Property to secure all of the IssuerDepositor's obligations hereunder, and this Agreement shall and hereby does constitute a security agreement under applicable law. The Seller Depositor agrees to take or cause to be taken such actions and to execute such documents, including without limitation the authorization and 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 to the UCC financing statements filed with respect to the Subsequent Transferred Property by the Depositor on the related Subsequent Transfer Date, if any, and any amendments thereto required to reflect a change in the name or corporate structure of the Seller Depositor or the filing of any additional UCC-1 UCC financing statements due to the change in the principal office or jurisdiction of incorporation organization of the Seller, Depositor as are necessary to perfect and protect the Issuer's interests in each the Subsequent Mortgage Loan and the proceeds thereofTransferred Property. The Depositor shall file any such continuation statements or amendments on a timely basis.

Sale of Subsequent Mortgage Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the Issuer, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans (including the Subsequent Cut-Off Date Principal Balance now existing and all Additional Balances thereafter arising to and including the date immediately preceding the commencement of the Rapid Amortization Period)Loans, all principal received and interest thereon on and after the Subsequent Cut-Off Date, all monies due or to become due thereon and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of the Mortgage Loan Purchase Agreement; provided, however, that the Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the Subsequent Cut-Off Date. The Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee each item set forth in Section 2.2 of the Mortgage Loan Purchase Agreement. The transfer to the Issuer by the Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the parties hereto to constitute a sale by the Seller to the Issuer on the Subsequent Transfer Date of all the Seller's ’s right, title and interest in and to the Subsequent Mortgage Loans, and other property as and to the extent described above, and the Issuer hereby acknowledges such transfer. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Issuer as of the Subsequent Transfer Date a security interest in all of the Seller's ’s right, title and interest in, to and under all accounts, chattel papers, general intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the Subsequent Mortgage Loans, and such other property, to secure all of the Issuer's ’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 ’s interests in each Subsequent Mortgage Loan and the proceeds thereof.

Sale of Subsequent Mortgage Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the IssuerPurchaser, without recourserecourse (except as expressly provided herein and in the Mortgage Loan Purchase Agreement), all of its right, title and interest in whether now owned or existing or hereafter created, arising, or acquired, in, to and to under the following: (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached hereto as Attachment B (including the related Cut-Off Date Principal Balances now existing and all Additional Balances arising thereunder after the Subsequent Cut-Off Date Principal Balance now existing and all Additional Balances thereafter arising to through and including the date immediately preceding the commencement of the Rapid Amortization Period), all scheduled principal received and interest thereon payments due on and after the Subsequent Cut-Off Date, all other payments of principal due and collected on and after the Subsequent Cut-Off Date, all payments of interest on the Subsequent Mortgage Loans due on or after the Subsequent Cut-Off Date, all interest accruing thereon, all monies due or to become due thereon and all items with collections in respect thereof received on or after the Subsequent Cut-Off Date; provided, however, that any Principal Balance represented by a Draw made during the Rapid Amortization Period and interest thereon and money due or to become due in respect thereof will not be or deemed to be transferred to the Purchaser, and the Seller in such event shall retain ownership of each Principal Balance represented by each such Draw and interest thereon and money due or to become due in respect thereof; (ii) the interest of the Seller in any insurance policies in respect of the Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 Loans; (iii) the interest of the Seller in the Mortgages and the Loan Agreements related to each Subsequent Mortgage Loan Purchase Agreementand the other Related Documents and (iv) all proceeds of the foregoing; provided, however, that the Seller reserves and retains all right, title and interest in and Purchaser does not assume the obligation under any Loan Agreement to principal received and interest accruing on fund Draws by the Subsequent Mortgage Loans prior Mortgagor thereunder or any other obligation arising under or related to the Subsequent Cut-Off DateRelated Documents, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. The Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee Purchaser each item set forth in Section 2.2 of the Mortgage Loan Purchase Agreement. The transfer to the Issuer Purchaser by the Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the parties hereto to constitute a sale by the Seller to the Issuer Purchaser on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Mortgage LoansLoans and the other Subsequent Transferred Property, including for accounting purposes, and other property as and to the extent described above, and the Issuer hereby acknowledges such transfernot a secured borrowing. In the event the transactions set forth herein shall be are deemed not to be a sale, the Seller hereby grants to the Issuer as of the Subsequent Transfer Date Purchaser a security interest in all of the Seller's right, title and interest in, to and under all accounts, chattel papers, general intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the Subsequent Mortgage Loans, and such other property, Transferred Property to secure all of the IssuerSeller's obligations hereunder, and this Agreement shall and hereby does 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 authorization and 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 to the UCC financing statements filed with respect to the Subsequent Mortgage Loans by the Purchaser on the related Subsequent Transfer Date, if any, 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 UCC financing statements due to the change in the principal office or jurisdiction of incorporation organization of the Seller, Seller as are necessary to perfect and protect the IssuerPurchaser's interests in each the Subsequent Mortgage Loan and the proceeds thereofTransferred Property. The Seller shall file any such continuation statements or amendments on a timely basis.

Sale of Subsequent Mortgage 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 the Seller does hereby dated the date of the related Subsequent Transfer Date), in consideration of the Purchaser's payment of the purchase price provided for in Section 2.3 on one or more Subsequent Transfer Dates, the Seller may, on the related Subsequent Transfer Date, sell, transfer, assign, set over and convey to the Issuer, Purchaser without recourserecourse (except as expressly provided herein), all of its the right, title and interest in of the Seller whether now owned or existing or hereafter created, arising, or acquired, in, to and under the Subsequent Transferred Property; provided, however, that the Purchaser does not assume the obligation under any Loan Agreement to fund Draws by the Mortgagor thereunder or any other obligation arising under or related to the Related Documents, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. Any transfer to the Purchaser by the Seller of Subsequent Mortgage Loans (including shall be absolute, and is intended by the Purchaser and the Seller to constitute and to be treated as a sale of such Subsequent Mortgage Loans by the Seller to the Purchaser. The Purchaser on each Subsequent Transfer Date shall acknowledge, by execution of the related Subsequent Transfer Agreement, its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Cut-Off Transfer Date Principal Balance now existing and thereafter created, conveyed to it pursuant to this Section 2.2. The Purchaser shall be entitled to all Additional Balances thereafter arising to and including the date immediately preceding the commencement of the Rapid Amortization Period), all scheduled principal received and interest thereon payments due on and after the each Subsequent Cut-Off Date, all other payments of principal due and collected on and after each Subsequent Cut-Off Date, all payments of interest on any related Subsequent Mortgage Loans due on or after the related Subsequent Cut-Off Date, all interest accruing thereon, all monies due or to become due thereon and all items collections in respect thereof received on or after the Subsequent Cut-Off Date. Upon sale of the Subsequent Mortgage Loans, the ownership of each related Loan Agreement (subject to the proviso in Section 2.1(a)), each related Mortgage and the contents of the related Mortgage File shall be vested in the Purchaser and the ownership of all records and documents with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 that are prepared by or that come into the possession of the Seller, as the seller of the Subsequent Mortgage Loan Purchase AgreementLoans, or by the Servicer under the Servicing Agreement shall immediately vest in the Purchaser, and shall be retained and maintained in trust by the Servicer at the will of the Purchaser, in such custodial capacity only; provided, however, that if Wachovia is no longer the Servicer under the Servicing Agreement, any records and documents that come into the possession of the Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior shall be promptly delivered to the Subsequent Cut-Off DateServicer. The Seller, contemporaneously with 's records will accurately reflect the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee each item set forth in Section 2.2 of the Mortgage Loan Purchase Agreement. The transfer to the Issuer by the Seller sale of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the parties hereto to constitute a sale by the Seller it to the Issuer on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Mortgage Loans, and other property as and to the extent described above, and the Issuer hereby acknowledges such transfer. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Issuer as of the Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under all accounts, chattel papers, general intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the Subsequent Mortgage Loans, and such other property, to secure all of the Issuer's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware and the Commonwealth of Pennsylvania (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Issuer's interests in each Subsequent Mortgage Loan and the proceeds thereofPurchaser.

Sale of Subsequent Mortgage Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the IssuerPurchaser, without recourserecourse (except as expressly provided herein and in the Mortgage Loan Purchase Agreement), all of its right, title and interest in whether now owned or existing or hereafter created, arising, or acquired, in, to and to under the following: (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached hereto as Attachment B (including the related Cut-Off Date Principal Balances now existing and all Additional Balances arising thereunder after the Subsequent Cut-Off Date Principal Balance now existing and all Additional Balances thereafter arising to through and including the date immediately preceding the commencement of the Rapid Amortization Period), all principal received and interest thereon on and after the Subsequent Cut-Off Dateaccruing thereon, all monies due or to become due thereon thereon, and all items with collections in respect to thereof received on or after the Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 Cut-Off Date (other than interest thereon in respect of the Mortgage Loan Purchase Agreement; provided, however, that the Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans any period prior to the Subsequent Cut-Off Date); provided, however, that any Principal Balance represented by a Draw made during the Rapid Amortization Period and interest thereon and money due or to become due in respect thereof will not be or deemed to be transferred to the Purchaser, and the Seller in such event shall retain ownership of each Principal Balance represented by each such Draw and interest thereon and money due or to become due in respect thereof; (ii) the interest of the Seller in any insurance policies in respect of the Subsequent Mortgage Loans; (iii) the interest of the Seller in the Mortgages and the Loan Agreements related to each Subsequent Mortgage Loan and the other Related Documents and (iv) all proceeds of the foregoing; provided, however, that the Purchaser does not assume the obligation under any Loan Agreement to fund Draws by the Mortgagor thereunder or any other obligation arising under or related to the Related Documents, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. The Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee Purchaser each item set forth in Section 2.2 of the Mortgage Loan Purchase Agreement. The transfer to the Issuer Purchaser by the Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the parties hereto to constitute a sale by the Seller to the Issuer Purchaser on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Mortgage LoansLoans and the other Subsequent Transferred Property, including for accounting purposes, and other property as and to the extent described above, and the Issuer hereby acknowledges such transfernot a secured borrowing. In the event the transactions set forth herein shall be are deemed not to be a sale, the Seller hereby grants to the Issuer as of the Subsequent Transfer Date Purchaser a security interest in all of the Seller's right, title and interest in, to and under all accounts, chattel papers, general intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the Subsequent Mortgage Loans, and such other property, Transferred Property to secure all of the IssuerSeller's obligations hereunder, and this Agreement shall and hereby does 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 authorization and 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 to the UCC financing statements filed with respect to the Subsequent Mortgage Loans by the Purchaser on the related Subsequent Transfer Date, if any, 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 UCC financing statements due to the change in the principal office or jurisdiction of incorporation organization of the Seller, Seller as are necessary to perfect and protect the IssuerPurchaser's interests in each the Subsequent Mortgage Loan and the proceeds thereofTransferred Property. The Seller shall file any such continuation statements or amendments on a timely basis.

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

Sale of Subsequent Mortgage 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 [ ] 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 Custodial Account, the Pre-Funding Account, the Funding Account or the Reserve Sub-Account (in each case to the extent permitted by the Servicing Agreement), 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 (i) Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by [ ] on such Subsequent Transfer Date (including the Subsequent Cut-Off Date Principal Balance now then existing and all Additional Balances and Excluded Amounts thereafter arising thereunder to and including the date immediately preceding the commencement of the Rapid Amortization Period); provided that Excluded Amounts shall not be conveyed to the Issuer and shall be retained by [ ], (ii) all principal received and interest thereon on and after the Subsequent Cut-Off Date, all monies money due or to become due thereon on such Subsequent Mortgage Loan and all collections received on or after the related Subsequent Cut-Off Date and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of 2.1 above and the other items in the related Mortgage Loan Purchase AgreementFiles; provided, however, that the Seller of a Subsequent Mortgage Loan reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage 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 Mortgage Loan Purchase Agreement. The Any transfer to the Issuer by the a Seller of the Subsequent Mortgage Loans identified on the Mortgage 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 Mortgage 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 Mortgage 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, [ ] and [ ], as the Seller case may be, hereby grants grant to the Issuer as of the each Subsequent Transfer Date a security interest in all of the such 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, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the related Subsequent Mortgage Loans, Loans and such other property, to secure all of the Issuersuch Seller'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 or jurisdiction of incorporation of the such Seller, as are necessary to perfect and protect the Issuer's interests of the Issuer and its assignees in each Subsequent Mortgage Loan and the proceeds thereof. The Servicer shall file any such continuation statements on a timely basis. The Issuer on each Subsequent Transfer Date shall acknowledge its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.2. The Issuer shall be entitled to all scheduled principal payments due on and after each Subsequent Cut-Off Date, all other payments of principal due and collected on and after each Subsequent Cut-Off Date, and all payments of interest on any related Subsequent Mortgage Loans, minus that portion of any such interest payment that is allocable to the period prior to the related Subsequent Cut-Off Date and any payment relating to any Excluded Amounts as provided in Section 2.5.

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

Sale of Subsequent Mortgage 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 the Seller does hereby dated the date of the related Subsequent Transfer Date), in consideration of the Purchaser's payment of the purchase price provided for in Section 2.3 on one or more Subsequent Transfer Dates, the Seller may, on the related Subsequent Transfer Date, sell, transfer, assign, set over and convey to the Issuer, Purchaser without recourserecourse (except as expressly provided herein), all of its the right, title and interest in of the Seller whether now owned or existing or hereafter created, arising, or acquired, in, to and under the Subsequent Transferred Property; provided, however, that the Purchaser does not assume the obligation under any Loan Agreement to fund Draws by the Mortgagor thereunder or any other obligation arising under or related to the Related Documents, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. Any transfer to the Purchaser by the Seller of Subsequent Mortgage Loans (including shall be absolute, and is intended by the Purchaser and the Seller to constitute and to be treated as a sale of such Subsequent Mortgage Loans by the Seller to the Purchaser. The Purchaser on each Subsequent Transfer Date shall acknowledge, by execution of the related Subsequent Transfer Agreement, its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Cut-Off Transfer Date Principal Balance now existing and thereafter created, conveyed to it pursuant to this Section 2.2. The Purchaser shall be entitled to all Additional Balances thereafter arising to and including the date immediately preceding the commencement of the Rapid Amortization Period), all scheduled principal received and interest thereon payments due on and after the each Subsequent Cut-Off Date, all monies other payments of principal due or to become due thereon and collected on and after each Subsequent Cut-Off Date, and all items payments of interest on any related Subsequent Mortgage Loans, minus that portion of any such interest payment that is allocable to the period prior to the related Subsequent Cut-Off Date. Upon sale of the Subsequent Mortgage Loans, the ownership of each related Loan Agreement (subject to the proviso in Section 2.1(a)), each related Mortgage and the contents of the related Mortgage File shall be vested in the Purchaser and the ownership of all records and documents with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 that are prepared by or that come into the possession of the Seller, as the seller of the Subsequent Mortgage Loan Purchase AgreementLoans, or by the Servicer under the Servicing Agreement shall immediately vest in the Purchaser, and shall be retained and maintained in trust by the Servicer at the will of the Purchaser, in such custodial capacity only; provided, however, that if Wachovia is no longer the Seller reserves and retains all right, title and interest in and to principal received and interest accruing on Servicer under the Subsequent Mortgage Loans prior to the Subsequent Cut-Off Date. The Seller, contemporaneously with the delivery of this Servicing Agreement, has delivered or caused to be delivered to any records and documents that come into the Indenture Trustee each item set forth in Section 2.2 of the Mortgage Loan Purchase Agreement. The transfer to the Issuer by the Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the parties hereto to constitute a sale by the Seller to the Issuer on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Mortgage Loans, and other property as and to the extent described above, and the Issuer hereby acknowledges such transfer. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Issuer as of the Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under all accounts, chattel papers, general intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the Subsequent Mortgage Loans, and such other property, to secure all of the Issuer's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware and the Commonwealth of Pennsylvania (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure possession of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Issuer's interests in each Subsequent Mortgage Loan and the proceeds thereof.shall be promptly delivered to

Sale of Subsequent Mortgage Loans. (a) The Seller Depositor, by the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over over, and otherwise convey to the Issuer, without recourserecourse (except as expressly provided herein and in the Trust Agreement), all of its right, title and interest in interest, whether now owned or existing or hereafter created, arising, or acquired, in, to and to under the following: (i) the Subsequent Mortgage Loans (including the Subsequent Cut-Off Date Principal Balance now existing and all Additional Balances thereafter arising to and including the date immediately preceding the commencement of the Rapid Amortization Period), all principal received and interest thereon identified on and after the Subsequent Cut-Off Date, all monies due or to become due thereon and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of the Mortgage Loan Schedule attached hereto as Attachment B and the other related Subsequent Transferred Property purchased by the Depositor from the Seller pursuant to the Purchase Agreement; provided, however, that the Seller reserves and retains all rightIssuer does not assume any obligations (including any obligations to fund Draws) arising under or related to the Related Documents. Such conveyance shall be deemed to be made: (1) with respect to the Cut-Off Date Principal Balances, title and interest in and with respect to principal received and interest accruing on the Subsequent Mortgage Loans prior Loans, as of the related Subsequent Transfer Date; and (2) with respect to the amount of each Additional Balance created on or after the Subsequent Cut-Off DateDate and prior to the commencement of the Rapid Amortization Period, as of the later of the related Subsequent Cut-Off Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by the Depositor of consideration therefore as provided in Section 3.02(c) of the Trust Agreement. The SellerDepositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee Issuer each item set forth in Section 2.2 3.04 of the Mortgage Loan Purchase Trust Agreement. The transfer to the Issuer by the Seller Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the parties hereto to constitute a sale by the Seller Depositor to the Issuer on the Subsequent Transfer Date of all the Seller's Depositor’s right, title and interest in and to the Subsequent Mortgage Loans, and other property related Subsequent Transferred 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 are deemed not to be a sale, the Seller Depositor hereby grants to the Issuer as of the Subsequent Transfer Date a security interest in all of the Seller's Depositor’s right, title and interest interest, whether now owned or hereafter acquired, in, to and under all accounts, chattel papers, general intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the Subsequent Mortgage Loans, and such other property, Transferred Property to secure all of the Issuer's Depositor’s obligations hereunder, and this Agreement shall and hereby does constitute a security agreement under applicable law. The Seller Depositor agrees to take or cause to be taken such actions and to execute such documents, including without limitation the authorization and 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 to the UCC financing statements filed with respect to the Subsequent Transferred Property by the Depositor on the related Subsequent Transfer Date, if any, and any amendments thereto required to reflect a change in the name or corporate structure of the Seller Depositor or the filing of any additional UCC-1 UCC financing statements due to the change in the principal office or jurisdiction of incorporation organization of the Seller, Depositor as are necessary to perfect and protect the Issuer's ’s interests in each the Subsequent Mortgage Loan and the proceeds thereofTransferred Property. The Depositor shall file any such continuation statements or amendments on a timely basis.

Sale of Subsequent Mortgage Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the IssuerTrustee, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans (including the Subsequent Cut-Off Date Principal Balance now existing and all Additional Balances thereafter arising to and including the date immediately preceding the commencement of the Rapid Amortization Period)Loans, all principal received and interest thereon on and after the Subsequent Cut-Off off Date, all monies due or to become due thereon and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 2(b) of the Mortgage Loan Purchase Assignment Agreement; provided, however, that the Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the Subsequent Cut-Off 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 2(b) of the Mortgage Loan Purchase Assignment Agreement. The transfer to the Issuer by the Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the parties hereto to constitute a sale by the Seller to the Issuer on the Subsequent Transfer Date Trustee hereby acknowledges its acceptance of all the Seller's right, title and interest in and to the Subsequent Mortgage Loans, Loans and other property as existing on the date hereof and hereafter created or conveyed to it pursuant to this Agreement and Section 2(b) of the Assignment Agreement. The Seller intends that the conveyance by the Seller to the Trustee of all its right, title and interest in and to the extent described aboveSubsequent Mortgage Loans pursuant to this Section 1 shall be, and be construed as, a sale of the Issuer Subsequent Mortgage Loans by the Seller to the Trustee. It is, further, not intended that such conveyance be deemed to be a pledge of the Subsequent Mortgage Loans by the Seller to the Trustee to secure a debt or other obligation of the Seller. Nonetheless, (a) this Agreement is intended to be and hereby acknowledges such transfer. In is a security agreement within the event meaning of Articles 8 and 9 of the transactions set forth herein Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in this Section shall be deemed not to be be, and hereby is, a sale, grant by the Seller hereby grants to the Issuer as Trustee of the Subsequent Transfer Date a security interest in all of the Seller's right, title and interest ininterest, whether now owned or hereafter acquired, in and to any and under all general intangibles, payment intangibles, accounts, chattel paperspaper, general intangiblesinstruments, contract rightsdocuments, money, deposit accounts, certificates of deposit, deposit accounts, instruments, documentsgoods, letters of credit, advices of credit and investment property consisting of, arising from or relating to any of the following: (A) the Subsequent Mortgage Loans, including (i) with respect to each Subsequent Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate, Cooperative Lease, any insurance policies and all other documents in the related Mortgage File, (ii) with respect to each Subsequent Sharia Mortgage Loan, the related Sharia Mortgage Loan Security Instrument, Sharia Mortgage Loan Co-Ownership Agreement, Obligation to Pay, Assignment Agreement and Amendment of Security Instrument, any insurance policies and all other documents in the related Mortgage File and (iii) with respect to each Subsequent Mortgage Loan other than a Subsequent Cooperative Loan or a Subsequent Sharia Mortgage Loan, the related Mortgage Note, the Mortgage, any insurance policies and all other documents in the related Mortgage File, (B) all monies due or to become due pursuant to the Mortgage Loans in accordance with the terms thereof and (C) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Certificate Account or the Custodial Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Trustee, the Custodian or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, money, payment intangibles, negotiable documents, goods, deposit accounts, letters of credit, advices of credit, investment property or chattel paper shall be deemed to be "possession by the secured party," or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction (including, without limitation, Sections 8-106, 9-313 and 9-106 thereof); and (d) notifications to persons holding such property, goods and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for, (as applicable) the Trustee for the purpose of perfecting such security interest under applicable law. The Seller shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were determined to create a security interest in the Subsequent Mortgage Loans and the other property consisting ofdescribed above, such security interest would be determined to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. Without limiting the generality of the foregoing, the Seller shall prepare and deliver to the Trustee not less than 15 days prior to any filing date, and the Trustee shall file, or shall cause to be filed, at the expense of the Seller, all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee's security interest in or lien on the Subsequent Mortgage Loans, including without limitation (x) continuation statements, and (y) such other statements as may be occasioned by (1) any change of name of the Seller or the Trustee, (2) any change of location of the state of formation, place of business or the chief executive office of the Seller, or (3) any transfer of any interest of the Seller in any Mortgage Loan. Notwithstanding the foregoing, (i) the Master Servicer shall retain all servicing rights (including, without limitation, primary servicing and master servicing) relating to or arising under or related to out of the Subsequent Mortgage Loans, and all rights to receive servicing fees, servicing income and other payments made as compensation for such other propertyservicing granted to it under the Pooling and Servicing Agreement pursuant to the terms and conditions set forth therein (collectively, to secure all of the Issuer's obligations hereunder, "Servicing Rights") and this Agreement shall constitute (ii) the Servicing Rights are not included in the collateral in which the Seller grants 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 interest pursuant to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Issuer's interests in each Subsequent Mortgage Loan and the proceeds thereofimmediately preceding paragraph.

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

Sale of Subsequent Mortgage 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 2.6 on one or more Subsequent Transfer Dates using amounts on deposit in the Pre-Funding Account, the Custodial Account (to the extent permitted by the Servicing Agreement) or the 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 (i) Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by the Seller on such Subsequent Transfer Date (including the Subsequent Cut-Off Date Principal Balance now then existing and all Additional Balances thereafter arising thereunder to and including the date immediately preceding the commencement of the Rapid Amortization Period), (ii) all principal received and interest thereon on and after the Subsequent Cut-Off Date, all monies money due or to become due thereon on and after the related Subsequent Cut-Off Date and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of 2.1 above and the other items in the related Mortgage Loan Purchase AgreementFiles; 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 Mortgage 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 Mortgage Loan Purchase Agreement. The Any transfer to the Issuer by the Seller of the Subsequent Mortgage Loans identified on the Mortgage 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 Mortgage 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 Mortgage 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, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the related Subsequent Mortgage 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 or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Issuer's interests of the Issuer and its assignees in each Subsequent Mortgage Loan and the proceeds thereof.

Sale of Subsequent Mortgage 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, the Custodial Account (to the extent permitted by the Servicing Agreement) or the 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 (i) Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by GMACM on such Subsequent Transfer Date (including the Subsequent Cut-Off Date Principal Balance now then existing and all Additional Balances and Excluded Amounts thereafter arising thereunder to and including the date immediately preceding the commencement of the Rapid Amortization Period); provided that Excluded Amounts shall not be conveyed to the Issuer and shall be retained by GMACM, (ii) all principal received and interest thereon on and after the Subsequent Cut-Off Date, all monies money due or to become due thereon on such Subsequent Mortgage Loan and all collections received on or after the related Subsequent Cut-Off Date and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of 2.1 above and the other items in the related Mortgage Loan Purchase AgreementFiles; provided, however, that the Seller of a Subsequent Mortgage Loan reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage 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 Mortgage Loan Purchase Agreement. The Any transfer to the Issuer by the a Seller of the Subsequent Mortgage Loans identified on the Mortgage 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 Mortgage 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 Mortgage 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 2001 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 2001'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, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the related Subsequent Mortgage Loans, Loans and such other property, to secure all of the IssuerGMACM's or WG Trust 2001'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 or jurisdiction of incorporation of the such Seller, as are necessary to perfect and protect the Issuer's interests of the Issuer and its assignees in each Subsequent Mortgage Loan and the proceeds thereof. The Servicer shall file any such continuation statements on a timely basis.

Sale of Subsequent Mortgage 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 related 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 Custodial Account (to the extent permitted by the Servicing Agreement) or the Funding Account, each 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 such Seller in and to the (i) Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by such Seller on such Subsequent Transfer Date (including the Subsequent Cut-Off Date Principal Balance now then existing and all Additional Balances and Excluded Amounts thereafter arising thereunder to and including the date immediately preceding the commencement of the Rapid Amortization Period); provided that Excluded Amounts shall not be conveyed to the Issuer and shall be retained by GMACM, (ii) all principal received and interest thereon on and after the Subsequent Cut-Off Date, all monies money due or to become due thereon and after the related Subsequent Cut-Off Date and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of 2.1 above and the other items in the related Mortgage Loan Purchase AgreementFiles; provided, however, that the Seller of a Subsequent Mortgage Loan reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage 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 Mortgage Loan Purchase Agreement. The Any transfer to the Issuer by the a Seller of the Subsequent Mortgage Loans identified on the Mortgage 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 Mortgage 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 Mortgage 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 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, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the related Subsequent Mortgage 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 or jurisdiction of incorporation of the such Seller, as are necessary to perfect and protect the Issuer's interests of the Issuer and its assignees in each Subsequent Mortgage Loan and the proceeds thereof. The Servicer shall file any such continuation statements on a timely basis.

Sale of Subsequent Mortgage 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 (i) Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by GMACM on such Subsequent Transfer Date, (including ii) all money due or to become due on such Subsequent Mortgage Loan and all collections received on or after the related Subsequent Cut-Off Date Principal Balance now existing and all Additional Balances thereafter arising to and including the date immediately preceding the commencement of the Rapid Amortization Period), all principal received and interest thereon on and after the Subsequent Cut-Off Date, all monies due or to become due thereon and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of 2.1 above and the other items in the related Mortgage Loan Purchase AgreementFiles; provided, however, that the Seller of a Subsequent Mortgage Loan reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage 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 Mortgage Loan Purchase Agreement. The Any transfer to the Issuer by the a Seller of the Subsequent Mortgage Loans identified on the Mortgage 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 Mortgage 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 Mortgage 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, GMACM and WG Trust 2003, as the Seller case may be, hereby grants grant to the Issuer as of the each Subsequent Transfer Date a security interest in all of the such Seller's ’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, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the related Subsequent Mortgage Loans, Loans and such other property, to secure all of the Issuer's such Seller’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 or jurisdiction of incorporation of the such Seller, as are necessary to perfect and protect the Issuer's interests of the Issuer and its assignees in each Subsequent Mortgage Loan and the proceeds thereof. The Servicer shall file any such continuation statements on a timely basis. The Issuer on each Subsequent Transfer Date shall acknowledge its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.2. The Issuer shall be entitled to all scheduled principal payments due on and after each Subsequent Cut-Off Date, all other payments of principal due and collected on and after each Subsequent Cut-Off Date, and all payments of interest on any related Subsequent Mortgage Loans, minus that portion of any such interest payment that is allocable to the period prior to the related Subsequent Cut-Off Date.

Sale of Subsequent Mortgage 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, the Custodial Account (to the extent permitted by the Servicing Agreement), the Funding Account or the Reserve Sub-Account (to the extent permitted by the Servicing Agreement), 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 (i) Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by GMACM on such Subsequent Transfer Date (including the Subsequent Cut-Off Date Principal Balance now then existing and all Additional Balances and Excluded Amounts thereafter arising thereunder to and including the date immediately preceding the commencement of the Rapid Amortization Period); provided that Excluded Amounts shall not be conveyed to the Issuer and shall be retained by GMACM, (ii) all principal received and interest thereon on and after the Subsequent Cut-Off Date, all monies money due or to become due thereon on such Subsequent Mortgage Loan and all collections received on or after the related Subsequent Cut-Off Date and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of 2.1 above and the other items in the related Mortgage Loan Purchase AgreementFiles; provided, however, that the Seller of a Subsequent Mortgage Loan reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage 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 Mortgage Loan Purchase Agreement. The Any transfer to the Issuer by the a Seller of the Subsequent Mortgage Loans identified on the Mortgage 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 Mortgage 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 Mortgage 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 2001 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 2001'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, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the related Subsequent Mortgage Loans, Loans and such other property, to secure all of the IssuerGMACM's or WG Trust 2001'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 or jurisdiction of incorporation of the such Seller, as are necessary to perfect and protect the Issuer's interests of the Issuer and its assignees in each Subsequent Mortgage Loan and the proceeds thereof. The Servicer shall file any such continuation statements on a timely basis.

Sale of Subsequent Mortgage 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 Custodial Account, the Pre-Funding Account, the Funding Account or the Reserve Sub-Account (in each case to the extent permitted by the Servicing Agreement), 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 (i) Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by GMACM on such Subsequent Transfer Date (including the Subsequent Cut-Off Date Principal Balance now then existing and all Additional Balances and Excluded Amounts thereafter arising thereunder to and including the date immediately preceding the commencement of the Rapid Amortization Period); provided that Excluded Amounts shall not be conveyed to the Issuer and shall be retained by GMACM, (ii) all principal received and interest thereon on and after the Subsequent Cut-Off Date, all monies money due or to become due thereon on such Subsequent Mortgage Loan and all collections received on or after the related Subsequent Cut-Off Date and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of 2.1 above and the other items in the related Mortgage Loan Purchase AgreementFiles; provided, however, that the Seller of a Subsequent Mortgage Loan reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage 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 Mortgage Loan Purchase Agreement. The Any transfer to the Issuer by the a Seller of the Subsequent Mortgage Loans identified on the Mortgage 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 Mortgage 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 Mortgage 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, GMACM and WG Trust 2003, as the Seller case may be, hereby grants grant to the Issuer as of the each Subsequent Transfer Date a security interest in all of the such 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, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the related Subsequent Mortgage Loans, Loans and such other property, to secure all of the Issuersuch Seller'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 or jurisdiction of incorporation of the such Seller, as are necessary to perfect and protect the Issuer's interests of the Issuer and its assignees in each Subsequent Mortgage Loan and the proceeds thereof. The Servicer shall file any such continuation statements on a timely basis. The Issuer on each Subsequent Transfer Date shall acknowledge its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.2. The Issuer shall be entitled to all scheduled principal payments due on and after each Subsequent Cut-Off Date, all other payments of principal due and collected on and after each Subsequent Cut-Off Date, and all payments of interest on any related Subsequent Mortgage Loans, minus that portion of any such interest payment that is allocable to the period prior to the related Subsequent Cut-Off Date and any payment relating to any Excluded Amounts as provided in Section 2.5.

Sale of Subsequent Mortgage Loans. (a) The Seller Depositor, by the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over over, and otherwise convey to the Issuer, without recourserecourse (except as expressly provided herein and in the Trust Agreement), all of its right, title and interest in interest, whether now owned or existing or hereafter created, arising, or acquired, in, to and to under the following: (i) the Subsequent Mortgage Loans (including the Subsequent Cut-Off Date Principal Balance now existing and all Additional Balances thereafter arising to and including the date immediately preceding the commencement of the Rapid Amortization Period), all principal received and interest thereon identified on and after the Subsequent Cut-Off Date, all monies due or to become due thereon and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of the Mortgage Loan Schedule attached hereto as Attachment B and the other related Subsequent Transferred Property purchased by the Depositor from the Seller pursuant to the Purchase Agreement; provided, however, that the Seller reserves and retains all rightIssuer does not assume any obligations (including any obligations to fund Draws) arising under or related to the Related Documents. Such conveyance shall be deemed to be made: (1) with respect to the Cut-Off Date Principal Balances, title and interest in and with respect to principal received and interest accruing on the Subsequent Mortgage Loans prior Loans, as of the related Subsequent Transfer Date; and (2) with respect to the amount of each Additional Balance created on or after the Subsequent Cut-Off Date and prior to the commencement of the Rapid Amortization Period, as of the later of the related Subsequent Cut-Off Date, and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by the Depositor of consideration therefore as provided in Section 3.02(c) of the Trust Agreement. The SellerDepositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee Issuer each item set forth in Section 2.2 3.04 of the Mortgage Loan Purchase Trust Agreement. The transfer to the Issuer by the Seller Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the parties hereto to constitute a sale by the Seller Depositor to the Issuer on the Subsequent Transfer Date of all the SellerDepositor's right, title and interest in and to the Subsequent Mortgage Loans, and other property related Subsequent Transferred 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 are deemed not to be a sale, the Seller Depositor hereby grants to the Issuer as of the Subsequent Transfer Date a security interest in all of the SellerDepositor's right, title and interest interest, whether now owned or hereafter acquired, in, to and under all accounts, chattel papers, general intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the Subsequent Mortgage Loans, and such other property, Transferred Property to secure all of the IssuerDepositor's obligations hereunder, and this Agreement shall and hereby does constitute a security agreement under applicable law. The Seller Depositor agrees to take or cause to be taken such actions and to execute such documents, including without limitation the authorization and 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 to the UCC financing statements filed with respect to the Subsequent Transferred Property by the Depositor on the related Subsequent Transfer Date, if any, and any amendments thereto required to reflect a change in the name or corporate structure of the Seller Depositor or the filing of any additional UCC-1 UCC financing statements due to the change in the principal office or jurisdiction of incorporation organization of the Seller, Depositor as are necessary to perfect and protect the Issuer's interests in each the Subsequent Mortgage Loan and the proceeds thereofTransferred Property. The Depositor shall file any such continuation statements or amendments on a timely basis.

Sale of Subsequent Mortgage 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 Custodial Account (to the extent permitted by the Servicing Agreement), the Funding Account or the Reserve Sub-Account (to the extent permitted by the Servicing Agreement), 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 (i) Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by GMACM on such Subsequent Transfer Date (including the Subsequent Cut-Off Date Principal Balance now then existing and all Additional Balances and Excluded Amounts thereafter arising thereunder to and including the date immediately preceding the commencement of the Rapid Amortization Period); provided that Excluded Amounts shall not be conveyed to the Issuer and shall be retained by GMACM, (ii) all principal received and interest thereon on and after the Subsequent Cut-Off Date, all monies money due or to become due thereon on such Subsequent Mortgage Loan and all collections received on or after the related Subsequent Cut-Off Date and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of 2.1 above and the other items in the related Mortgage Loan Purchase AgreementFiles; provided, however, that the Seller of a Subsequent Mortgage Loan reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage 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 Mortgage Loan Purchase Agreement. The Any transfer to the Issuer by the a Seller of the Subsequent Mortgage Loans identified on the Mortgage 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 Mortgage 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 Mortgage 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, GMACM and WG Trust 2003, as the Seller case may be, hereby grants grant to the Issuer as of the each Subsequent Transfer Date a security interest in all of the such 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, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the related Subsequent Mortgage Loans, Loans and such other property, to secure all of the Issuersuch Seller'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 or jurisdiction of incorporation of the such Seller, as are necessary to perfect and protect the Issuer's interests of the Issuer and its assignees in each Subsequent Mortgage Loan and the proceeds thereof. The Servicer shall file any such continuation statements on a timely basis.

Sale of Subsequent Mortgage Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the IssuerPurchaser, without recourserecourse (except as expressly provided herein and in the Mortgage Loan Purchase Agreement), all of its right, title and interest in whether now owned or existing or hereafter created, arising, or acquired, in, to and to under the following: (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached hereto as Attachment B (including the related Cut-Off Date Principal Balances now existing and all Additional Balances arising thereunder after the Subsequent Cut-Off Date Principal Balance now existing and all Additional Balances thereafter arising to through and including the date immediately preceding the commencement of the Rapid Amortization Period), all principal received and interest thereon on and after the Subsequent Cut-Off Dateaccruing thereon, all monies due or to become due thereon thereon, and all items with collections in respect to thereof received on or after the Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 Cut-Off Date (other than interest thereon in respect of the Mortgage Loan Purchase Agreement; provided, however, that the Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans any period prior to the Subsequent Cut-Off Date); provided, however, that any Principal Balance represented by a Draw made during the Rapid Amortization Period and interest thereon and money due or to become due in respect thereof will not be or deemed to be transferred to the Purchaser, and the Seller in such event shall retain ownership of each Principal Balance represented by each such Draw and interest thereon and money due or to become due in respect thereof; (ii) the interest of the Seller in any insurance policies in respect of the Subsequent Mortgage Loans; (iii) the interest of the Seller in the Mortgages and the Loan Agreements related to each Subsequent Mortgage Loan and the other Related Documents and (iv) all proceeds of the foregoing; provided, however, that the Purchaser does not assume the obligation under any Loan Agreement to fund Draws by the Mortgagor thereunder or any other obligation arising under or related to the Related Documents, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. The Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee Purchaser each item set forth in Section 2.2 of the Mortgage Loan Purchase Agreement. The transfer to the Issuer Purchaser by the Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the parties hereto to constitute a sale by the Seller to the Issuer Purchaser on the Subsequent Transfer Date of all the Seller's ’s right, title and interest in and to the Subsequent Mortgage LoansLoans and the other Subsequent Transferred Property, including for accounting purposes, and other property as and to the extent described above, and the Issuer hereby acknowledges such transfernot a secured borrowing. In the event the transactions set forth herein shall be are deemed not to be a sale, the Seller hereby grants to the Issuer as of the Subsequent Transfer Date Purchaser a security interest in all of the Seller's right, title and interest in, to and under all accounts, chattel papers, general intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the Subsequent Mortgage Loans, and such other property, Transferred Property to secure all of the Issuer's Seller’s obligations hereunder, and this Agreement shall and hereby does 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 authorization and 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 to the UCC financing statements filed with respect to the Subsequent Mortgage Loans by the Purchaser on the related Subsequent Transfer Date, if any, 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 UCC financing statements due to the change in the principal office or jurisdiction of incorporation organization of the Seller, Seller as are necessary to perfect and protect the Issuer's Purchaser’s interests in each the Subsequent Mortgage Loan and the proceeds thereofTransferred Property. The Seller shall file any such continuation statements or amendments on a timely basis.

Sale of Subsequent Mortgage 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 the Seller does hereby dated the date of the related Subsequent Transfer Date), in consideration of the Purchaser's payment of the purchase price provided for in Section 2.3 on one or more Subsequent Transfer Dates, the Seller may, on the related Subsequent Transfer Date, sell, transfer, assign, set over and convey to the Issuer, Purchaser without recourserecourse (except as expressly provided herein), all of its the right, title and interest in of the Seller whether now owned or existing or hereafter created, arising, or acquired, in, to and under the Subsequent Transferred Property; provided, however, that the Purchaser does not assume the obligation under any Loan Agreement to fund Draws by the Mortgagor thereunder or any other obligation arising under or related to the Related Documents, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. Any transfer to the Purchaser by the Seller of Subsequent Mortgage Loans (including shall be absolute, and is intended by the Purchaser and the Seller to constitute and to be treated as a sale of such Subsequent Mortgage Loans by the Seller to the Purchaser. The Purchaser on each Subsequent Transfer Date shall acknowledge, by execution of the related Subsequent Transfer Agreement, its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Cut-Off Transfer Date Principal Balance now existing and thereafter created, conveyed to it pursuant to this Section 2.2. The Purchaser shall be entitled to all Additional Balances thereafter arising to and including the date immediately preceding the commencement of the Rapid Amortization Period), all scheduled principal received and interest thereon payments due on and after the each Subsequent Cut-Off Date, all monies other payments of principal due or to become due thereon and collected on and after each Subsequent Cut-Off Date, and all items payments of interest on any related Subsequent Mortgage Loans, minus that portion of any such interest payment that is allocable to the period prior to the related Subsequent Cut-Off Date. Upon sale of the Subsequent Mortgage Loans, the ownership of each related Loan Agreement (subject to the proviso in Section 2.1(a)), each related Mortgage and the contents of the related Mortgage File shall be vested in the Purchaser and the ownership of all records and documents with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 that are prepared by or that come into the possession of the Seller, as the seller of the Subsequent Mortgage Loan Purchase AgreementLoans, or by the Servicer under the Servicing Agreement shall immediately vest in the Purchaser, and shall be retained and maintained in trust by the Servicer at the will of the Purchaser, in such custodial capacity only; provided, however, that if Wachovia is no longer the Servicer under the Servicing Agreement, any records and documents that come into the possession of the Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior shall be promptly delivered to the Subsequent Cut-Off DateServicer. The Seller, contemporaneously with ’s records will accurately reflect the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee each item set forth in Section 2.2 of the Mortgage Loan Purchase Agreement. The transfer to the Issuer by the Seller sale of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the parties hereto to constitute a sale by the Seller it to the Issuer on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Mortgage Loans, and other property as and to the extent described above, and the Issuer hereby acknowledges such transfer. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Issuer as of the Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under all accounts, chattel papers, general intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the Subsequent Mortgage Loans, and such other property, to secure all of the Issuer's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware and the Commonwealth of Pennsylvania (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Issuer's interests in each Subsequent Mortgage Loan and the proceeds thereofPurchaser.

Sale of Subsequent Mortgage 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, the Custodial Account (to the extent permitted by the Servicing Agreement), the Funding Account or the Reserve Sub-Account (to the extent permitted by the Servicing Agreement), 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 (i) Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by GMACM on such Subsequent Transfer Date (including the Subsequent Cut-Off Date Principal Balance now then existing and all Additional Balances and Excluded Amounts thereafter arising thereunder to and including the date immediately preceding the commencement of the Rapid Amortization Period); provided that Excluded Amounts shall not be conveyed to the Issuer and shall be retained by GMACM, (ii) all principal received and interest thereon on and after the Subsequent Cut-Off Date, all monies money due or to become due thereon on such Subsequent Mortgage Loan and all collections received on or after the related Subsequent Cut-Off Date and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of 2.1 above and the other items in the related Mortgage Loan Purchase AgreementFiles; provided, however, that the Seller of a Subsequent Mortgage Loan reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage 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 Mortgage Loan Purchase Agreement. The Any transfer to the Issuer by the a Seller of the Subsequent Mortgage Loans identified on the Mortgage 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 Mortgage 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 Mortgage 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, GMACM, WG Trust 2001 and WG Trust 2003, as the Seller case may be, hereby grants grant to the Issuer as of the each Subsequent Transfer Date a security interest in all of the such 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, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the related Subsequent Mortgage Loans, Loans and such other property, to secure all of the Issuersuch Seller'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 or jurisdiction of incorporation of the such Seller, as are necessary to perfect and protect the Issuer's interests of the Issuer and its assignees in each Subsequent Mortgage Loan and the proceeds thereof. The Servicer shall file any such continuation statements on a timely basis.

Sale of Subsequent Mortgage 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 Custodial Account, the Pre-Funding Account, the Funding Account or the Reserve Sub-Account (in each case to the extent permitted by the Servicing Agreement), 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 (i) Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by GMACM on such Subsequent Transfer Date (including the Subsequent Cut-Off Date Principal Balance now then existing and all Additional Balances and Excluded Amounts thereafter arising thereunder to and including the date immediately preceding the commencement of the Rapid Amortization Period); provided that Excluded Amounts shall not be conveyed to the Issuer and shall be retained by GMACM, (ii) all principal received and interest thereon on and after the Subsequent Cut-Off Date, all monies money due or to become due thereon on such Subsequent Mortgage Loan and all collections received on or after the related Subsequent Cut-Off Date and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of 2.1 above and the other items in the related Mortgage Loan Purchase AgreementFiles; provided, however, that the Seller of a Subsequent Mortgage Loan reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage 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 Mortgage Loan Purchase Agreement. The Any transfer to the Issuer by the a Seller of the Subsequent Mortgage Loans identified on the Mortgage 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 Mortgage 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 Mortgage 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, GMACM and WG Trust 2003, as the Seller case may be, hereby grants grant to the Issuer as of the each Subsequent Transfer Date a security interest in all of the such Seller's ’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, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the related Subsequent Mortgage Loans, Loans and such other property, to secure all of the Issuer's such Seller’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 or jurisdiction of incorporation of the such Seller, as are necessary to perfect and protect the Issuer's interests of the Issuer and its assignees in each Subsequent Mortgage Loan and the proceeds thereof. The Servicer shall file any such continuation statements on a timely basis. The Issuer on each Subsequent Transfer Date shall acknowledge its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this Section 2.2. The Issuer shall be entitled to all scheduled principal payments due on and after each Subsequent Cut-Off Date, all other payments of principal due and collected on and after each Subsequent Cut-Off Date, and all payments of interest on any related Subsequent Mortgage Loans, minus that portion of any such interest payment that is allocable to the period prior to the related Subsequent Cut-Off Date and any payment relating to any Excluded Amounts as provided in Section 2.5.

Sale of Subsequent Mortgage Loans. (aA) The Seller does hereby covenants and agrees to use its best efforts to acquire and sell to the Trustee as assignee of the Purchaser, and the Trustee as assignee of the Purchaser will agree in the Pooling and Servicing Agreement to purchase, subject to satisfaction of the conditions set forth therein, the Subsequent Mortgage Loans. On each Subsequent Transfer Date, concurrently with the execution and delivery of the Subsequent Transfer Agreement (the form of which is attached hereto as Exhibit A) and subject to the terms thereof, the Seller will thereby sell, transfer, assign, set over over, and otherwise convey to the IssuerTrustee as assignee of the Purchaser, without recourse, all of its right, title and interest in in, to and to under the following (the “Subsequent Transfer”), wherever located: (i) the Subsequent Mortgage Loans (Loans, including the Subsequent related Cut-Off Date Principal Balance now existing and Balance; (ii) all Additional Balances thereafter arising to and including the date immediately preceding the commencement of the Rapid Amortization Period), all principal received and interest accruing thereon on and after the Subsequent applicable Cut-Off Date, all monies due or to become due thereon and all items with Date (exclusive of payments in respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of the Mortgage Loan Purchase Agreement; provided, however, that the Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to which have accrued through the Subsequent related Due Date in the month in which such Cut-Off Date. The Seller, contemporaneously with the delivery Date occurs); (iii) property which secured a Subsequent Mortgage Loan and which is acquired by foreclosure or deed in lieu of this Agreement, has delivered or caused to be delivered to the Indenture Trustee each item set forth in Section 2.2 foreclosure; (iv) interest of the Mortgage Loan Purchase Agreement. The transfer to the Issuer by the Seller in any insurance policies in respect of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute Loans; and is intended by the parties hereto to constitute a sale by the Seller to the Issuer on the Subsequent Transfer Date of (v) all the Seller's right, title and interest in and to the Subsequent Mortgage Loans, and other property as and to the extent described above, and the Issuer hereby acknowledges such transfer. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Issuer as proceeds of the Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under all accounts, chattel papers, general intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the Subsequent Mortgage Loans, and such other property, to secure all of the Issuer's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware and the Commonwealth of Pennsylvania (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Issuer's interests in each Subsequent Mortgage Loan and the proceeds thereofforegoing.

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

Sale of Subsequent Mortgage 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, the Custodial Account (to the extent permitted by the Servicing Agreement) or the 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 (i) Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by such Seller on such Subsequent Transfer Date (including the Subsequent Cut-Off Date Principal Balance now then existing and all Additional Balances and Excluded Amounts thereafter arising thereunder to and including the date immediately preceding the commencement of the Rapid Amortization Period); provided that Excluded Amounts shall not be conveyed to the Issuer and shall be retained by GMACM, (ii) all principal received and interest thereon on and after the Subsequent Cut-Off Date, all monies money due or to become due thereon on such Subsequent Mortgage Loan and after the related Subsequent Cut-Off Date and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of 2.1 above and the other items in the related Mortgage Loan Purchase AgreementFiles; provided, however, that the Seller of a Subsequent Mortgage Loan reserves and retains all right, title and interest in and to principal received and interest accruing on the such Subsequent Mortgage 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 Mortgage Loan Purchase Agreement. The Any transfer to the Issuer by the a Seller of the Subsequent Mortgage Loans identified on the Mortgage 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 Mortgage 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 Mortgage 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, GMACM, WG Trust 2000 or WG Trust 2001, as the Seller case may be, hereby grants to the Issuer as of the each Subsequent Transfer Date a security interest in all of the Seller's its, 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, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the related Subsequent Mortgage Loans, Loans and such other property, to secure all of the Issuer's its 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 or jurisdiction of incorporation of the such Seller, as are necessary to perfect and protect the Issuer's interests of the Issuer and its assignees in each Subsequent Mortgage Loan and the proceeds thereof. The Servicer shall file any such continuation statements on a timely basis. GMACM hereby designates $55,624,399.77 of the Original Pre-Funded Amount for Sub-Group I(A), $63,346,314.32 of the Original Pre-Funded Amount for Sub-Group I(B), $42,210,497.08 of the Original Pre-Funded Amount for Sub-Group II(A) and $102,842,181.18 of the Original Pre-Funded Amount for Sub-Group II(B).

Sale of Subsequent Mortgage 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 the Seller does hereby dated the date of the related Subsequent Transfer Date), in consideration of the Purchaser’s payment of the purchase price provided for in Section 2.3 on one or more Subsequent Transfer Dates, the Seller may, on the related Subsequent Transfer Date, sell, transfer, assign, set over and convey to the Issuer, Purchaser without recourserecourse (except as expressly provided herein), all of its the right, title and interest in of the Seller whether now owned or existing or hereafter created, arising, or acquired, in, to and under the Subsequent Transferred Property; provided, however, that the Purchaser does not assume the obligation under any Loan Agreement to fund Draws by the Mortgagor thereunder or any other obligation arising under or related to the Related Documents, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. Any transfer to the Purchaser by the Seller of Subsequent Mortgage Loans (including shall be absolute, and is intended by the Purchaser and the Seller to constitute and to be treated as a sale of such Subsequent Mortgage Loans by the Seller to the Purchaser. The Purchaser on each Subsequent Transfer Date shall acknowledge, by execution of the related Subsequent Transfer Agreement, its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Cut-Off Transfer Date Principal Balance now existing and thereafter created, conveyed to it pursuant to this Section 2.2. The Purchaser shall be entitled to all Additional Balances thereafter arising to and including the date immediately preceding the commencement of the Rapid Amortization Period), all scheduled principal received and interest thereon payments due on and after the each Subsequent Cut-Off Date, all other payments of principal due and collected on and after each Subsequent Cut-Off Date, all payments of interest on any related Subsequent Mortgage Loans due on or after the related Subsequent Cut-Off Date, all interest accruing thereon, all monies due or to become due thereon and all items collections in respect thereof received on or after the Subsequent Cut-Off Date. Upon sale of the Subsequent Mortgage Loans, the ownership of each related Loan Agreement (subject to the proviso in Section 2.1(a)), each related Mortgage and the contents of the related Mortgage File shall be vested in the Purchaser and the ownership of all records and documents with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 that are prepared by or that come into the possession of the Seller, as the seller of the Subsequent Mortgage Loan Purchase AgreementLoans, or by the Servicer under the Servicing Agreement shall immediately vest in the Purchaser, and shall be retained and maintained in trust by the Servicer at the will of the Purchaser, in such custodial capacity only; provided, however, that if Wachovia is no longer the Servicer under the Servicing Agreement, any records and documents that come into the possession of the Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior shall be promptly delivered to the Subsequent Cut-Off DateServicer. The Seller, contemporaneously with ’s records will accurately reflect the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee each item set forth in Section 2.2 of the Mortgage Loan Purchase Agreement. The transfer to the Issuer by the Seller sale of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the parties hereto to constitute a sale by the Seller it to the Issuer on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Mortgage Loans, and other property as and to the extent described above, and the Issuer hereby acknowledges such transfer. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Issuer as of the Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under all accounts, chattel papers, general intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the Subsequent Mortgage Loans, and such other property, to secure all of the Issuer's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware and the Commonwealth of Pennsylvania (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Issuer's interests in each Subsequent Mortgage Loan and the proceeds thereofPurchaser.

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

Sale of Subsequent Mortgage 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 2.6 on one or more Subsequent Transfer Dates using amounts on deposit in the Pre-Funding Account, the Custodial Account (to the extent permitted by the Servicing Agreement) or the 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 (i) Subsequent Mortgage Loans identified on the related Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement delivered by the Seller on such Subsequent Transfer Date (including the Subsequent Cut-Off Date Principal Balance now then existing and all Additional Balances thereafter arising thereunder to and including the date immediately preceding the commencement of the Rapid Amortization Period), (ii) all principal received and interest thereon on and after the Subsequent Cut-Off Date, all monies money due or to become due thereon on such Subsequent Mortgage Loan and after the related Subsequent Cut-Off Date and (iii) all items with respect to the such Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of 2.1 above and the other items in the related Mortgage Loan Purchase AgreementFiles; 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 Mortgage 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 Mortgage Loan Purchase Agreement. The Any transfer to the Issuer by the Seller of the Subsequent Mortgage Loans identified on the Mortgage 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 Mortgage 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 Mortgage 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, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the related Subsequent Mortgage 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 or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Issuer's interests of the Issuer and its assignees in each Subsequent Mortgage Loan and the proceeds thereof.

Sale of Subsequent Mortgage Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the Issuer, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans (including the Subsequent Cut-Off Date Principal Balance now existing and all Additional Balances thereafter arising to and including the date immediately preceding the commencement of the Rapid Amortization Period), all principal received and interest thereon on and after the Subsequent Cut-Off Date, all monies due or to become due thereon and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of the Mortgage Loan Purchase Agreement; provided, however, that the Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the Subsequent Cut-Off Date. The Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee each item set forth in Section 2.2 of the Mortgage Loan Purchase Agreement. The transfer to the Issuer by the Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the parties hereto to constitute a sale by the Seller to the Issuer on the Subsequent Transfer Date of all the Seller's ’s right, title and interest in and to the Subsequent Mortgage Loans, and other property as and to the extent described above, and the Issuer hereby acknowledges such transfer. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Issuer as of the Subsequent Transfer Date a security interest in all of the Seller's ’s right, title and interest in, to and under all accounts, chattel papers, general intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, payment intangibles, advices EXHIBIT 2-1 of credit, investment property, goods and other property consisting of, arising under or related to the Subsequent Mortgage Loans, and such other property, to secure all of the Issuer's ’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 ’s interests in each Subsequent Mortgage Loan and the proceeds thereof.

Sale of Subsequent Mortgage Loans. (a) The Seller does hereby sell, transfer, assign, set over and convey to the IssuerPurchaser, without recourserecourse (except as expressly provided herein and in the Mortgage Loan Purchase Agreement), all of its right, title and interest in whether now owned or existing or hereafter created, arising, or acquired, in, to and to under the following: (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached hereto as Attachment B (including the related Cut-Off Date Principal Balances now existing and all Additional Balances arising thereunder after the Subsequent Cut-Off Date Principal Balance now existing and all Additional Balances thereafter arising to through and including the date immediately preceding the commencement of the Rapid Amortization Period), all scheduled principal received and interest thereon payments due on and after the Subsequent Cut-Off Date, all other payments of principal due and collected on and after the Subsequent Cut-Off Date, all payments of interest on the Subsequent Mortgage Loans due on or after the Subsequent Cut-Off Date, all interest accruing thereon, all monies due or to become due thereon and all items with collections in respect thereof received on or after the Subsequent Cut-Off Date; provided, however, that any Principal Balance represented by a Draw made during the Rapid Amortization Period and interest thereon and money due or to become due in respect thereof will not be or deemed to be transferred to the Purchaser, and the Seller in such event shall retain ownership of each Principal Balance represented by each such Draw and interest thereon and money due or to become due in respect thereof; (ii) the interest of the Seller in any insurance policies in respect of the Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 Loans; (iii) the interest of the Seller in the Mortgages and the Loan Agreements related to each Subsequent Mortgage Loan Purchase Agreementand the other Related Documents and (iv) all proceeds of the foregoing; provided, however, that the Seller reserves and retains all right, title and interest in and Purchaser does not assume the obligation under any Loan Agreement to principal received and interest accruing on fund Draws by the Subsequent Mortgage Loans prior Mortgagor thereunder or any other obligation arising under or related to the Subsequent Cut-Off DateRelated Documents, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. The Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee Purchaser each item set forth in Section 2.2 of the Mortgage Loan Purchase Agreement. The transfer to the Issuer Purchaser by the Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the parties hereto to constitute a sale by the Seller to the Issuer Purchaser on the Subsequent Transfer Date of all the Seller's ’s right, title and interest in and to the Subsequent Mortgage LoansLoans and the other Subsequent Transferred Property, including for accounting purposes, and other property as and to the extent described above, and the Issuer hereby acknowledges such transfernot a secured borrowing. In the event the transactions set forth herein shall be are deemed not to be a sale, the Seller hereby grants to the Issuer as of the Subsequent Transfer Date Purchaser a security interest in all of the Seller's right, title and interest in, to and under all accounts, chattel papers, general intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the Subsequent Mortgage Loans, and such other property, Transferred Property to secure all of the Issuer's Seller’s obligations hereunder, and this Agreement shall and hereby does 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 authorization and 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 to the UCC financing statements filed with respect to the Subsequent Mortgage Loans by the Purchaser on the related Subsequent Transfer Date, if any, 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 UCC financing statements due to the change in the principal office or jurisdiction of incorporation organization of the Seller, Seller as are necessary to perfect and protect the Issuer's Purchaser’s interests in each the Subsequent Mortgage Loan and the proceeds thereofTransferred Property. The Seller shall file any such continuation statements or amendments on a timely basis.

Sale of Subsequent Mortgage 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 the Seller does hereby dated the date of the related Subsequent Transfer Date), in consideration of the Purchaser's payment of the purchase price provided for in Section 2.3 on one or more Subsequent Transfer Dates, the Seller may, on the related Subsequent Transfer Date, sell, transfer, assign, set over and convey to the Issuer, Purchaser without recourserecourse (except as expressly provided herein), all of its the right, title and interest in of the Seller whether now owned or existing or hereafter created, arising, or acquired, in, to and under the Subsequent Transferred Property; provided, however, that the Purchaser does not assume the obligation under any Loan Agreement to fund Draws by the Mortgagor thereunder or any other obligation arising under or related to the Related Documents, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that the Seller will retain the obligation to fund future Draws. Any transfer to the Purchaser by the Seller of Subsequent Mortgage Loans (including shall be absolute, and is intended by the Purchaser and the Seller to constitute and to be treated as a sale of such Subsequent Mortgage Loans by the Seller to the Purchaser. The Purchaser on each Subsequent Transfer Date shall acknowledge, by execution of the related Subsequent Transfer Agreement, its acceptance of all right, title and interest to the related Subsequent Mortgage Loans and other property, existing on the Subsequent Cut-Off Transfer Date Principal Balance now existing and thereafter created, conveyed to it pursuant to this Section 2.2. The Purchaser shall be entitled to all Additional Balances thereafter arising to and including the date immediately preceding the commencement of the Rapid Amortization Period), all scheduled principal received and interest thereon payments due on and after the each Subsequent Cut-Off Date, all monies other payments of principal due or to become due thereon and collected on and after each Subsequent Cut-Off Date, and all items payments of interest on any related Subsequent Mortgage Loans, minus that portion of any such interest payment that is allocable to the period prior to the related Subsequent Cut-Off Date. Upon sale of the Subsequent Mortgage Loans, the ownership of each related Loan Agreement (subject to the proviso in Section 2.1(a)), each related Mortgage and the contents of the related Mortgage File shall be vested in the Purchaser and the ownership of all records and documents with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 that are prepared by or that come into the possession of the Seller, as the seller of the Subsequent Mortgage Loan Purchase AgreementLoans, or by the Servicer under the Servicing Agreement shall immediately vest in the Purchaser, and shall be retained and maintained in trust by the Servicer at the will of the Purchaser, in such custodial capacity only; provided, however, that if Wachovia is no longer the Servicer under the Servicing Agreement, any records and documents that come into the possession of the Seller reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior shall be promptly delivered to the Subsequent Cut-Off DateServicer. The Seller, contemporaneously with 's records will accurately reflect the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee each item set forth in Section 2.2 of the Mortgage Loan Purchase Agreement. The transfer to the Issuer by the Seller sale of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the parties hereto to constitute a sale by the Seller it to the Issuer on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Mortgage Loans, and other property as and to the extent described above, and the Issuer hereby acknowledges such transfer. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Issuer as of the Subsequent Transfer Date a security interest in all of the Seller's right, title and interest in, to and under all accounts, chattel papers, general intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, payment intangibles, advices of credit, investment property, goods and other property consisting of, arising under or related to the Subsequent Mortgage Loans, and such other property, to secure all of the Issuer's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware and the Commonwealth of Pennsylvania (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Issuer's interests in each Subsequent Mortgage Loan and the proceeds thereofPurchaser.