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. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.

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. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.

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. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.

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. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.

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. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.

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. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.

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. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage LoansLoans and the related Subsequent Transferred Property, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) The Purchaser, by execution of this Agreement, acknowledges its acceptance of all of the Seller's right, title and interest to the Subsequent Mortgage Loans and the other related Subsequent Transferred Property. (d) Additional terms of the sale are set forth on Attachment A hereto.

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. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage LoansLoans and the related Subsequent Transferred Property, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the SellerDepositor. (c) Additional terms of the sale are set forth on Attachment A hereto.

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. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.

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. (b) The expenses and costs relating Any Seller may transfer to the Issuer Subsequent Mortgage Loans to a Loan Group and the other property and rights related thereto described in Section 2.2(a) above, and during the Pre-Funding Period, upon the release of funds on deposit in the related Pre-Funding Account, in accordance with the Servicing Agreement, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) such Seller or GMACM, as Servicer, shall have provided the Indenture Trustee, the Rating Agencies and the Enhancer with a timely Addition Notice substantially in the form of Exhibit 3, which notice shall be given no later than two Business Days prior to the related Subsequent Transfer Date, and shall designate the Subsequent Mortgage Loans to be sold to the Issuer, the aggregate Principal Balance of such Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date and any other information reasonably requested by the Indenture Trustee or the Enhancer with respect to such Subsequent Mortgage Loans; (ii) such Seller shall have delivered to the Indenture Trustee and the Enhancer a duly executed Subsequent Transfer Agreement substantially in the form of Exhibit 2, (A) confirming the satisfaction of each condition precedent and representations specified in this Section 2.2(b) and in Section 2.2(c) and in the related Subsequent Transfer Agreement and (B) including a Mortgage Loan Schedule listing the Subsequent Mortgage Loans; (iii) as of each Subsequent Transfer Date, as evidenced by delivery to the Indenture Trustee of the Subsequent Transfer Agreement in the form of Exhibit 2, the respective Seller shall not be insolvent, made insolvent by such transfer or aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Issuer or, due to any action or inaction on the part of the respective Seller, to the Securityholders or the Enhancer; and (v) the Enhancer shall have approved the sale of the Subsequent Mortgage Loans (which approval shall not be unreasonably withheld) within five (5) Business Days of receipt of an electronic file containing the information regarding the Subsequent Mortgage Loans that was delivered to the Enhancer prior to the Closing Date with respect to the Initial Mortgage Loans; provided, this that if the Enhancer shall not have notified the respective Seller or GMACM within such five (5) Business Days that the Enhancer does not so approve, such sale of Subsequent Mortgage Loans shall be deemed approved by the Enhancer. The obligation of the Issuer to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the following conditions: (i) each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the related Subsequent Transfer Agreement and this Agreement; (ii) no such Seller has selected such Subsequent Mortgage Loans in a manner that it reasonably believes is adverse to the interests of the Noteholders or the Enhancer as of the related Subsequent Cut-Off Date each Subsequent Mortgage Loan will satisfy the following conditions: (A) such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-Off Date; (B) the original stated term to maturity of such Subsequent Mortgage Loan will not exceed 360 months; (C) such Subsequent Mortgage Loan will be underwritten substantially in accordance with the criteria set forth under "Description of the Mortgage Loans -- Underwriting Standards" in the Prospectus Supplement; (D) such Subsequent Mortgage Loan Purchase Agreement must have a CLTV at origination of no more than 100.00%; (E) such Subsequent Mortgage Loan shall not provide for negative amortization; (F) following the purchase of such Subsequent Mortgage Loans by the Issuer, the Mortgage Loans in the related Loan Group included in the Trust Estate must have a weighted average interest rate, a weighted average remaining term to maturity and a weighted average CLTV at origination, as of each Subsequent Cut-Off Date, that does not vary materially from the Initial Mortgage Loans in the related Loan Group included initially in the Trust Estate, and the percentage of Mortgage Loans (by aggregate principal balance) in the related Loan Group that are secured by second liens on the related Mortgaged Properties shall be borne no greater than the percentage of Initial Mortgage Loans in the related Loan Group; (G) such Subsequent Mortgage Loan must be secured by a mortgage in a first or second lien position; (H) such Subsequent Mortgage Loan must not have an interest rate below 5.600% with respect to the Loan Group I, and 5.617% with respect to the Loan Group II; (J) following the purchase of such Subsequent Mortgage Loan by the SellerIssuer, the Subsequent Mortgage Loans included in the Trust Estate must have a weighted average interest rate of at least 8.992% with respect to the Loan Group I, and 8.922% with respect to the Loan Group II, a weighted average Principal Balance of not more than $45,000 with respect to the Loan Group I, and $62,000 with respect to the Loan Group II, a concentration in any one state of more than 20.00% with respect to the Loan Group I, and 30.00% with respect to the Loan Group II; (K) the remaining term to stated maturity of such Subsequent Mortgage Loan must not extend beyond January 1, 2037 and (L) each Subsequent Mortgage Loan for Loan Group I must have a conforming balance in accordance with the guidelines of Freddie Mac. Subsequent Mortgage Loans with characteristxxx xxterially varying from those set forth above may be purchased by the Issuer and included in the Trust Estate if they are acceptable to the Enhancer, in its reasonable discretion; provided, however, that the addition of such Subsequent Mortgage Loans will not materially affect the aggregate characteristics of the Mortgage Loans in the Trust Estate. Neither of the Sellers shall transfer Subsequent Mortgage Loans with the intent to mitigate losses on Mortgage Loans previously transferred. (c) Additional terms Within five Business Days after each Subsequent Transfer Date, GMACM shall deliver to the Rating Agencies, the Indenture Trustee and the Enhancer a copy of the sale are set forth on Attachment A heretoa Mortgage Loan Schedule reflecting the Subsequent Mortgage Loans in the related Loan Group in electronic format. (d) In the event that a mortgage loan is not acceptable to the Enhancer as a Subsequent Mortgage Loan pursuant to Section 2.2(b)(vi) hereof, the Enhancer and GMACM may mutually agree to the transfer of such mortgage loan to the Issuer as a Subsequent Mortgage Loan, subject to any increase in the Overcollateralization Amount that may be agreed to by GMACM and the Enhancer pursuant to the Indenture, in which event GMACM shall deliver to the Issuer and the Indenture Trustee, with a copy to the Enhancer, an Officer's Certificate confirming the agreement to the transfer of such Subsequent Mortgage Loan and specifying the amount of such increase in the Overcollateralization Amount, which additional Overcollateralization Amount may not be contributed by GMACM.

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

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. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Agreement and the Mortgage Loan Purchase Assignment Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.

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

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. (b) The expenses and costs relating Any Seller may transfer to the Issuer Subsequent Mortgage Loans and the other property and rights related thereto described in Section 2.2(a) above, and during the Pre-Funding Period, upon the release of funds on deposit in the Pre-Funding Account, or during the Revolving Period, upon the release of funds on deposit in the Custodial Account or the Funding Account, or during the Managed Amortization Period, following a Funding Event, upon the release of funds on deposit in the Reserve Sub-Account, respectively, in accordance with the Servicing Agreement, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) such Seller or [ ], as Servicer, shall have provided the Indenture Trustee, the Rating Agencies and the Enhancer with a timely Addition Notice substantially in the form of Exhibit 3, which notice shall be given no later than seven Business Days prior to the related Subsequent Transfer Date, and shall designate the Subsequent Mortgage Loans to be sold to the Issuer, the aggregate Principal Balance of such Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date and any other information reasonably requested by the Indenture Trustee or the Enhancer with respect to such Subsequent Mortgage Loans; (ii) such Seller shall have delivered to the Indenture Trustee and the Enhancer a duly executed Subsequent Transfer Agreement substantially in the form of Exhibit 2, (A) confirming the satisfaction of each condition precedent and representations specified in this Section 2.2(b) and in Section 2.2(c) and in the related Subsequent Transfer Agreement and (B) including a Mortgage Loan Schedule listing the Subsequent Mortgage Loans; (iii) as of each Subsequent Transfer Date, as evidenced by delivery to the Indenture Trustee of the Subsequent Transfer Agreement in the form of Exhibit 2, the respective Seller shall not be insolvent, made insolvent by such transfer or aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Issuer or, due to any action or inaction on the part of the respective Seller, to the Securityholders or the Enhancer; (v) the Revolving Period shall not have terminated or, if during the Managed Amortization Period, a Funding Event shall have occurred; and (vi) the Enhancer shall have approved the sale of the Subsequent Mortgage Loans (which approval shall not be unreasonably withheld) within five (5) Business Days of receipt of an electronic file containing the information regarding the Subsequent Mortgage Loans that was delivered to the Enhancer prior to the Closing Date with respect to the Initial Mortgage Loans; provided, this that if the Enhancer shall not have notified the respective Seller or [ ] within such five (5) Business Days that the Enhancer does not so approve, such sale of Subsequent Mortgage Loans shall be deemed approved by the Enhancer. The obligation of the Issuer to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the following conditions: (i) each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the related Subsequent Transfer Agreement and this Agreement; (ii) no such Seller has selected such Subsequent Mortgage Loans in a manner that it reasonably believes is adverse to the interests of the Noteholders or the Enhancer; and (iii) as of the related Subsequent Cut-Off Date each Subsequent Mortgage Loan will satisfy the following criteria: (A) such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-Off Date; (B) the original stated term to maturity of such Subsequent Mortgage Loan will not exceed 360 months; (C) such Subsequent Mortgage Loan must have an outstanding Principal Balance of at least $1,000 and not more than $[ ] as of the related Subsequent Cut-Off Date and will not have a Credit Limit in excess of $[ ] as of the related Subsequent Cut-Off Date; (D) such Subsequent Mortgage Loan will be underwritten substantially in accordance with the criteria set forth under "Description of the Mortgage Loans - Underwriting Standards" in the Prospectus Supplement; (E) such Subsequent Mortgage Loan Purchase Agreement must have a CLTV at origination of no more than 100.00%; (F) the remaining term to stated maturity of such Subsequent Mortgage Loan must be no later than 360 months; (G) such Subsequent Mortgage Loan shall not provide for negative amortization; (H) following the purchase of such Subsequent Mortgage Loans by the Issuer, the Mortgage Loans included in the Trust Estate must have a weighted average interest rate, a weighted average remaining term to maturity and a weighted average CLTV at origination, as of each Subsequent Cut-Off Date, that does not vary materially from the Initial Mortgage Loans included initially in the Trust Estate, and the percentage of Mortgage Loans (by aggregate principal balance) that are secured by second liens on the related Mortgaged Properties shall be borne no greater than the percentage of Initial Mortgage Loans; and (I) following the purchase of such Subsequent Mortgage Loans by the SellerIssuer, the percentage of Mortgage Loans (by aggregate principal balance) that are secured by Mortgaged Properties that are manufactured housing properties shall be no greater than [ ]%. Subsequent Mortgage Loans with characteristics materially varying from those set forth above may be purchased by the Issuer and included in the Trust Estate if they are acceptable to the Enhancer, in its reasonable discretion; provided, however, that the addition of such Subsequent Mortgage Loans will not materially affect the aggregate characteristics of the Mortgage Loans in the Trust Estate. Neither of the Sellers shall transfer Subsequent Mortgage Loans with the intent to mitigate losses on Mortgage Loans previously transferred. Upon the end of the Revolving Period, the Enhancer may increase the Overcollateralization Amount pursuant to Section 2.2(d) herein. (c) Additional terms Within five Business Days after each Subsequent Transfer Date, [ ] shall deliver to the Rating Agencies, the Indenture Trustee and the Enhancer a copy of the sale are set forth on Attachment A heretoa Mortgage Loan Schedule reflecting the Subsequent Mortgage Loans in electronic format. (d) In the event that a mortgage loan is not acceptable to the Enhancer as a Subsequent Mortgage Loan pursuant to Section 2.2(b)(vi) hereof, the Enhancer and [ ] may mutually agree to the transfer of such mortgage loan to the Issuer as a Subsequent Mortgage Loan, subject to any increase in the Overcollateralization Amount that may be agreed to by [ ] and the Enhancer pursuant to the Indenture, in which event [ ] shall deliver to the Issuer and the Indenture Trustee, with a copy to the Enhancer, an Officer's Certificate confirming the agreement to the transfer of such Subsequent Mortgage Loan and specifying the amount of such increase in the Overcollateralization Amount, which additional Overcollateralization Amount may not be contributed by [ ].

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. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage LoansLoans and the related Subsequent Transferred Property, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) The Purchaser, by execution of this Agreement, acknowledges its acceptance of all of the Seller's right, title and interest to the Subsequent Mortgage Loans and the other related Subsequent Transferred Property. (d) Additional terms of the sale are set forth on Attachment A hereto.

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. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage LoansLoans and the related Subsequent Transferred Property, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the SellerDepositor. (c) Additional terms of the sale are set forth on Attachment A hereto.

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. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.promptly delivered to

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. (b) The expenses and costs relating Seller may transfer to the Purchaser, Subsequent Mortgage Loans and the other property and rights related thereto described in Section 2.2(a), and the Purchaser shall pay for such Subsequent Mortgage Loans, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Indenture Trustee, the Issuer, the Purchaser, Rating Agencies and the Enhancer with a timely Addition Notice substantially in the form of Exhibit 3, which notice shall be given no later than seven Business Days prior to the related Subsequent Transfer Date, and shall designate the Subsequent Mortgage Loans to be sold to the Purchaser and the aggregate Principal Balance of such Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date; (ii) the Seller shall have delivered to the Purchaser, the Indenture Trustee and the Enhancer a duly executed Subsequent Transfer Agreement substantially in the form of Exhibit 2, (A) confirming the satisfaction of each condition precedent and making the representations specified in this Section 2.2(b) and in the related Subsequent Transfer Agreement and (B) including a Mortgage Loan Schedule listing the Subsequent Mortgage Loans; (iii) as of each Subsequent Transfer Date, as evidenced by delivery to the Indenture Trustee of the Subsequent Transfer Agreement in the form of Exhibit 2, the Seller shall not be insolvent, made insolvent by such transfer or aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Purchaser or the Issuer or due to any action or inaction on the part of the Seller, to the Securityholders or the Enhancer; (v) the Revolving Period shall not have terminated; and (vi) the Enhancer shall have approved the sale of the Subsequent Mortgage Loans (which approval shall not be unreasonably withheld) within five (5) Business Days of receipt of an electronic file containing the information regarding the Subsequent Mortgage Loans that was delivered to the Enhancer prior to the Closing Date with respect to the Initial Mortgage Loans; provided, that if the Enhancer shall not have notified the respective Seller within such five (5) Business Days that the Enhancer does not so approve, such sale of Subsequent Mortgage Loans shall be deemed approved by the Enhancer. The obligation of the Purchaser to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the following conditions: (i) each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the related Subsequent Transfer Agreement and this Agreement and (ii) the Seller has not selected such Subsequent Mortgage Loan Purchase Agreement shall be borne by Loans in a manner that it reasonably believes is adverse to the Sellerinterests of the Noteholders or the Enhancer. (c) Additional terms Within five Business Days after each Subsequent Transfer Date, the Seller shall deliver to the Purchaser, the Rating Agencies, the Indenture Trustee and the Enhancer a copy of the sale are set forth on Attachment A heretoMortgage Loan Schedule reflecting the Subsequent Mortgage Loans in electronic format.

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. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.

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. (b) The expenses and costs relating Any Seller may transfer to the Issuer Subsequent Mortgage Loans and the other property and rights related thereto described in Section 2.2(a) above, and during the Pre-Funding Period, upon the release of funds on deposit in the Pre-Funding Account, in accordance with the Servicing Agreement, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) such Seller or GMACM, as Servicer, shall have provided the Indenture Trustee, the Rating Agencies and the Enhancer with a timely Addition Notice substantially in the form of Exhibit 3, which notice shall be given no later than seven Business Days prior to the related Subsequent Transfer Date, and shall designate the Subsequent Mortgage Loans to be sold to the Issuer, the aggregate Principal Balance of such Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date and any other information reasonably requested by the Indenture Trustee or the Enhancer with respect to such Subsequent Mortgage Loans; (ii) such Seller shall have delivered to the Indenture Trustee and the Enhancer a duly executed Subsequent Transfer Agreement substantially in the form of Exhibit 2, (A) confirming the satisfaction of each condition precedent and representations specified in this Section 2.2(b) and in Section 2.2(c) and in the related Subsequent Transfer Agreement and (B) including a Mortgage Loan Schedule listing the Subsequent Mortgage Loans; (iii) as of each Subsequent Transfer Date, as evidenced by delivery to the Indenture Trustee of the Subsequent Transfer Agreement in the form of Exhibit 2, the respective Seller shall not be insolvent, made insolvent by such transfer or aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Issuer or, due to any action or inaction on the part of the respective Seller, to the Securityholders or the Enhancer; and (v) the Enhancer shall have approved the sale of the Subsequent Mortgage Loans (which approval shall not be unreasonably withheld) within five (5) Business Days of receipt of an electronic file containing the information regarding the Subsequent Mortgage Loans that was delivered to the Enhancer prior to the Closing Date with respect to the Initial Mortgage Loans; provided, this Agreement and that if the Enhancer shall not have notified the respective Seller or GMACM within such five (5) Business Days that the Enhancer does not so approve, such sale of Subsequent Mortgage Loan Purchase Agreement Loans shall be borne deemed approved by the SellerEnhancer. (c) Additional terms The obligation of the sale are Issuer to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the following conditions: (i) each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the related Subsequent Transfer Agreement and this Agreement; (ii) no such Seller has selected such Subsequent Mortgage Loans in a manner that it reasonably believes is adverse to the interests of the Noteholders or the Enhancer; and (iii) as of the related Subsequent Cut-Off Date each Subsequent Mortgage Loan will satisfy the following conditions: (A) such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-Off Date and no more than 1.00% of the Subsequent Mortgage Loans will have been 30 or more days delinquent in the twelve months preceding the applicable Subsequent Transfer Date; (B) the original stated term to maturity of such Subsequent Mortgage Loan will not exceed 360 months; (C) such Subsequent Mortgage Loan will be underwritten substantially in accordance with the criteria set forth under "Description of the Mortgage Loans-- Underwriting Standards" in the Prospectus Supplement; (D) such Subsequent Mortgage Loan must have a CLTV at origination of no more than 100.00%; (E) such Subsequent Mortgage Loan shall not provide for negative amortization; (F) following the purchase of such Subsequent Mortgage Loans by the Issuer, the Mortgage Loans included in the Trust Estate must have a weighted average interest rate, a weighted average remaining term to maturity and a weighted average CLTV at origination, as of each Subsequent Cut-Off Date, that does not vary materially from the Initial Mortgage Loans included initially in the Trust Estate, and the percentage of Mortgage Loans (by aggregate principal balance) that are secured by second liens on Attachment A heretothe related Mortgaged Properties shall be no greater than the percentage of Initial Mortgage Loans; (G) such Subsequent Mortgage Loan must be secured by a mortgage in a first or second lien position; (H) such Subsequent Mortgage Loan must not have an interest rate below 5.000%; (J) following the purchase of such Subsequent Mortgage Loan by the Issuer, the Subsequent Mortgage Loans included in the Trust Estate must have a weighted average interest rate of at least 8.825%, a weighted average Principal Balance of not more than $55,000, a concentration in any one state of more than 25.00%; and (K) the remaining term to stated maturity of such Subsequent Mortgage Loan must not extend beyond November 2037. Subsequent Mortgage Loans with characteristics materially varying from those set forth above may be purchased by the Issuer and included in the Trust Estate if they are acceptable to the Enhancer, in its reasonable discretion; provided, however, that the addition of such Subsequent Mortgage Loans will not materially affect the aggregate characteristics of the Mortgage Loans in the Trust Estate. Neither of the Sellers shall transfer Subsequent Mortgage Loans with the intent to mitigate losses on Mortgage Loans previously transferred. (d) Within five Business Days after each Subsequent Transfer Date, GMACM shall deliver to the Rating Agencies, the Indenture Trustee and the Enhancer a copy of the a Mortgage Loan Schedule reflecting the Subsequent Mortgage Loans in electronic format. (e) In the event that a mortgage loan is not acceptable to the Enhancer as a Subsequent Mortgage Loan pursuant to Section 2.2(b)(vi) hereof, the Enhancer and GMACM may mutually agree to the transfer of such mortgage loan to the Issuer as a Subsequent Mortgage Loan, subject to any increase in the Overcollateralization Amount that may be agreed to by GMACM and the Enhancer pursuant to the Indenture, in which event GMACM shall deliver to the Issuer and the Indenture Trustee, with a copy to the Enhancer, an Officer's Certificate confirming the agreement to the transfer of such Subsequent Mortgage Loan and specifying the amount of such increase in the Overcollateralization Amount, which additional Overcollateralization Amount may not be contributed by GMACM.

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. (b) The expenses and costs relating Any Seller may transfer to the Issuer Subsequent Mortgage Loans and the other property and rights related thereto described in Section 2.2(a) above, and during the Pre-Funding Period, upon the release of funds on deposit in the Pre-Funding Account, in accordance with the Servicing Agreement, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) such Seller or GMACM, as Servicer, shall have provided the Indenture Trustee, the Rating Agencies and the Enhancer with a timely Addition Notice substantially in the form of Exhibit 3, which notice shall be given no later than seven Business Days prior to the related Subsequent Transfer Date, and shall designate the Subsequent Mortgage Loans to be sold to the Issuer, the aggregate Principal Balance of such Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date and any other information reasonably requested by the Indenture Trustee or the Enhancer with respect to such Subsequent Mortgage Loans; (ii) such Seller shall have delivered to the Indenture Trustee and the Enhancer a duly executed Subsequent Transfer Agreement substantially in the form of Exhibit 2, (A) confirming the satisfaction of each condition precedent and representations specified in this Section 2.2(b) and in Section 2.2(c) and in the related Subsequent Transfer Agreement and (B) including a Mortgage Loan Schedule listing the Subsequent Mortgage Loans; (iii) as of each Subsequent Transfer Date, as evidenced by delivery to the Indenture Trustee of the Subsequent Transfer Agreement in the form of Exhibit 2, the respective Seller shall not be insolvent, made insolvent by such transfer or aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Issuer or, due to any action or inaction on the part of the respective Seller, to the Securityholders or the Enhancer; and (v) the Enhancer shall have approved the sale of the Subsequent Mortgage Loans (which approval shall not be unreasonably withheld) within five (5) Business Days of receipt of an electronic file containing the information regarding the Subsequent Mortgage Loans that was delivered to the Enhancer prior to the Closing Date with respect to the Initial Mortgage Loans; provided, this that if the Enhancer shall not have notified the respective Seller or GMACM within such five (5) Business Days that the Enhancer does not so approve, such sale of Subsequent Mortgage Loans shall be deemed approved by the Enhancer. The obligation of the Issuer to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the following conditions: (i) each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the related Subsequent Transfer Agreement and this Agreement; (ii) no such Seller has selected such Subsequent Mortgage Loans in a manner that it reasonably believes is adverse to the interests of the Noteholders or the Enhancer as of the related Subsequent Cut-Off Date each Subsequent Mortgage Loan will satisfy the following conditions: (A) such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-Off Date; (B) the original stated term to maturity of such Subsequent Mortgage Loan will not exceed 360 months; (C) such Subsequent Mortgage Loan will be underwritten substantially in accordance with the criteria set forth under "Description of the Mortgage Loans -- Underwriting Standards" in the Prospectus Supplement; (D) such Subsequent Mortgage Loan Purchase Agreement must have a CLTV at origination of no more than 100.00%; (E) such Subsequent Mortgage Loan shall not provide for negative amortization; (F) following the purchase of such Subsequent Mortgage Loans by the Issuer, the Mortgage Loans included in the Trust Estate must have a weighted average interest rate, a weighted average remaining term to maturity and a weighted average CLTV at origination, as of each Subsequent Cut-Off Date, that does not vary materially from the Initial Mortgage Loans included initially in the Trust Estate, and the percentage of Mortgage Loans (by aggregate principal balance) that are secured by second liens on the related Mortgaged Properties shall be borne no greater than the percentage of Initial Mortgage Loans; (G) such Subsequent Mortgage Loan must be secured by a mortgage in a first or second lien position; (H) such Subsequent Mortgage Loan must not have an interest rate below 5.00%; (J) following the purchase of such Subsequent Mortgage Loan by the SellerIssuer, the Subsequent Mortgage Loans included in the Trust Estate must have a weighted average interest rate of at least 8.227%, a weighted average Principal Balance of not more than $55,000, a concentration in any one state of more than 25.00%; and (K) the remaining term to stated maturity of such Subsequent Mortgage Loan must not extend beyond April 1, 2036;. Subsequent Mortgage Loans with characteristics materially varying from those set forth above may be purchased by the Issuer and included in the Trust Estate if they are acceptable to the Enhancer, in its reasonable discretion; provided, however, that the addition of such Subsequent Mortgage Loans will not materially affect the aggregate characteristics of the Mortgage Loans in the Trust Estate. Neither of the Sellers shall transfer Subsequent Mortgage Loans with the intent to mitigate losses on Mortgage Loans previously transferred. (c) Additional terms Within five Business Days after each Subsequent Transfer Date, GMACM shall deliver to the Rating Agencies, the Indenture Trustee and the Enhancer a copy of the sale are set forth on Attachment A heretoa Mortgage Loan Schedule reflecting the Subsequent Mortgage Loans in electronic format. (d) In the event that a mortgage loan is not acceptable to the Enhancer as a Subsequent Mortgage Loan pursuant to Section 2.2(b)(vi) hereof, the Enhancer and GMACM may mutually agree to the transfer of such mortgage loan to the Issuer as a Subsequent Mortgage Loan, subject to any increase in the Overcollateralization Amount that may be agreed to by GMACM and the Enhancer pursuant to the Indenture, in which event GMACM shall deliver to the Issuer and the Indenture Trustee, with a copy to the Enhancer, an Officer's Certificate confirming the agreement to the transfer of such Subsequent Mortgage Loan and specifying the amount of such increase in the Overcollateralization Amount, which additional Overcollateralization Amount may not be contributed by GMACM.

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. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.

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

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. (b) The expenses and costs relating Seller may transfer to the Purchaser, Subsequent Mortgage Loans and the other property and rights related thereto described in Section 2.2(a), and the Purchaser shall pay for such Subsequent Mortgage Loans, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Indenture Trustee, the Issuer, the Purchaser, Rating Agencies and the Enhancer with a timely Addition Notice substantially in the form of Exhibit 3, which notice shall be given no later than seven Business Days prior to the related Subsequent Transfer Date, and shall designate the Subsequent Mortgage Loans to be sold to the Purchaser and the aggregate Principal Balance of such Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date; (ii) the Seller shall have delivered to the Purchaser, the Indenture Trustee and the Enhancer a duly executed Subsequent Transfer Agreement substantially in the form of Exhibit 2, (A) confirming the satisfaction of each condition precedent and making the representations specified in this Section 2.2(b) and in the related Subsequent Transfer Agreement and (B) including a Mortgage Loan Schedule listing the Subsequent Mortgage Loans; (iii) as of each Subsequent Transfer Date, as evidenced by delivery to the Indenture Trustee of the Subsequent Transfer Agreement in the form of Exhibit 2, the Seller shall not be insolvent, made insolvent by such transfer or aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Purchaser or the Issuer due to any action or inaction on the part of the Seller to the Securityholders or the Enhancer; (v) the Pre-Funding Period shall not have terminated; and (vi) the Enhancer shall have approved the sale of the Subsequent Mortgage Loans (which approval shall not be unreasonably withheld) within five (5) Business Days of receipt of an electronic file containing the information regarding the Subsequent Mortgage Loans that was delivered to the Enhancer prior to the Closing Date with respect to the Initial Mortgage Loans; provided, that if the Enhancer shall not have notified the respective Seller within such five (5) Business Days that the Enhancer does not so approve, such sale of Subsequent Mortgage Loans shall be deemed approved by the Enhancer. The obligation of the Purchaser to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the following conditions: (i) each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the related Subsequent Transfer Agreement and this Agreement and (ii) the Seller has not selected such Subsequent Mortgage Loan Purchase Agreement shall be borne by Loans in a manner that it reasonably believes is adverse to the Sellerinterests of the Noteholders or the Enhancer. (c) Additional terms Within five Business Days after each Subsequent Transfer Date, the Seller shall deliver to the Purchaser, the Rating Agencies Indenture Trustee and the Enhancer a copy of the sale are set forth on Attachment A heretoMortgage Loan Schedule reflecting the Subsequent Mortgage Loans in electronic format.

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. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.

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. (b) The expenses and costs relating Any Seller may transfer to the Issuer Subsequent Mortgage Loans and the other property and rights related thereto described in Section 2.2(a) above, and during the Pre-Funding Period, upon the release of funds on deposit in the Pre-Funding Account, in accordance with the Servicing Agreement, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) such Seller or GMACM, as Servicer, shall have provided the Indenture Trustee, the Rating Agencies and the Enhancer with a timely Addition Notice substantially in the form of Exhibit 3, which notice shall be given no later than seven Business Days prior to the related Subsequent Transfer Date, and shall designate the Subsequent Mortgage Loans to be sold to the Issuer, the aggregate Principal Balance of such Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date and any other information reasonably requested by the Indenture Trustee or the Enhancer with respect to such Subsequent Mortgage Loans; (ii) such Seller shall have delivered to the Indenture Trustee and the Enhancer a duly executed Subsequent Transfer Agreement substantially in the form of Exhibit 2, (A) confirming the satisfaction of each condition precedent and representations specified in this Section 2.2(b) and in Section 2.2(c) and in the related Subsequent Transfer Agreement and (B) including a Mortgage Loan Schedule listing the Subsequent Mortgage Loans; (iii) as of each Subsequent Transfer Date, as evidenced by delivery to the Indenture Trustee of the Subsequent Transfer Agreement in the form of Exhibit 2, the respective Seller shall not be insolvent, made insolvent by such transfer or aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Issuer or, due to any action or inaction on the part of the respective Seller, to the Securityholders or the Enhancer; and (v) the Enhancer shall have approved the sale of the Subsequent Mortgage Loans (which approval shall not be unreasonably withheld) within five (5) Business Days of receipt of an electronic file containing the information regarding the Subsequent Mortgage Loans that was delivered to the Enhancer prior to the Closing Date with respect to the Initial Mortgage Loans; provided, this that if the Enhancer shall not have notified the respective Seller or GMACM within such five (5) Business Days that the Enhancer does not so approve, such sale of Subsequent Mortgage Loans shall be deemed approved by the Enhancer. The obligation of the Issuer to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the following conditions: (i) each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the related Subsequent Transfer Agreement and this Agreement; (ii) no such Seller has selected such Subsequent Mortgage Loans in a manner that it reasonably believes is adverse to the interests of the Noteholders or the Enhancer as of the related Subsequent Cut-Off Date each Subsequent Mortgage Loan will satisfy the following conditions: (A) such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-Off Date; (B) the original stated term to maturity of such Subsequent Mortgage Loan will not exceed 360 months; (C) such Subsequent Mortgage Loan will be underwritten substantially in accordance with the criteria set forth under “Description of the Mortgage Loans - Underwriting Standards” in the Prospectus Supplement; (D) such Subsequent Mortgage Loan Purchase Agreement must have a CLTV at origination of no more than 100.00%; (E) such Subsequent Mortgage Loan shall not provide for negative amortization; (F) following the purchase of such Subsequent Mortgage Loans by the Issuer, the Mortgage Loans included in the Trust Estate must have a weighted average interest rate, a weighted average remaining term to maturity and a weighted average CLTV at origination, as of each Subsequent Cut-Off Date, that does not vary materially from the Initial Mortgage Loans included initially in the Trust Estate, and the percentage of Mortgage Loans (by aggregate principal balance) that are secured by second liens on the related Mortgaged Properties shall be borne no greater than the percentage of Initial Mortgage Loans; (G) such Subsequent Mortgage Loan must be secured by a mortgage in a first or second lien position; (H) such Subsequent Mortgage Loan must not have an interest rate below 5.250%; (J) following the purchase of such Subsequent Mortgage Loan by the SellerIssuer, the Subsequent Mortgage Loans included in the Trust Estate must have a weighted average interest rate of at least 8.707%, a weighted average Principal Balance of not more than $54,000, a concentration in any one state of more than 25.00%; and (K) the remaining term to stated maturity of such Subsequent Mortgage Loan must not extend beyond July 2037. Subsequent Mortgage Loans with characteristics materially varying from those set forth above may be purchased by the Issuer and included in the Trust Estate if they are acceptable to the Enhancer, in its reasonable discretion; provided, however, that the addition of such Subsequent Mortgage Loans will not materially affect the aggregate characteristics of the Mortgage Loans in the Trust Estate. Neither of the Sellers shall transfer Subsequent Mortgage Loans with the intent to mitigate losses on Mortgage Loans previously transferred. (c) Additional terms Within five Business Days after each Subsequent Transfer Date, GMACM shall deliver to the Rating Agencies, the Indenture Trustee and the Enhancer a copy of the sale are set forth on Attachment A heretoa Mortgage Loan Schedule reflecting the Subsequent Mortgage Loans in electronic format. (d) In the event that a mortgage loan is not acceptable to the Enhancer as a Subsequent Mortgage Loan pursuant to Section 2.2(b)(vi) hereof, the Enhancer and GMACM may mutually agree to the transfer of such mortgage loan to the Issuer as a Subsequent Mortgage Loan, subject to any increase in the Overcollateralization Amount that may be agreed to by GMACM and the Enhancer pursuant to the Indenture, in which event GMACM shall deliver to the Issuer and the Indenture Trustee, with a copy to the Enhancer, an Officer’s Certificate confirming the agreement to the transfer of such Subsequent Mortgage Loan and specifying the amount of such increase in the Overcollateralization Amount, which additional Overcollateralization Amount may not be contributed by GMACM.

Sale of Subsequent Mortgage Loans. (a) The Seller does Originators do hereby sell, transfer, assign, set over and convey to the IssuerPurchaser, without recourse, all of its their right, title and interest in and to the Subsequent Mortgage Loans (Loans, and including all principal and interest collected in respect of 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 or to become due thereon and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 2.02 of the Mortgage Loan Purchase Agreement; provided, however, that the Seller reserves Originators reserve and retains retain all right, title and interest in and to principal received and interest accruing on collected in respect of the Subsequent Mortgage Loans prior to the Subsequent Cut-Off Date. The SellerOriginators, contemporaneously with the delivery of this Agreement, has have delivered or caused to be delivered to the Indenture Trustee Purchaser each item set forth in Section 2.2 2.02 of the Mortgage Loan Purchase Agreement. . (b) The transfer to the Issuer Purchaser by the Seller Originators of the Subsequent Mortgage Loans identified on the Schedule of Mortgage Loan Schedule Loans shall be absolute and is intended by the parties hereto to constitute a sale by the Seller Originators to the Issuer Purchaser on the Subsequent Transfer Date of all the Seller's Originators' 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 Originators hereby grants grant to the Issuer Purchaser as of the Subsequent Transfer Date a security interest in all of the Seller's Originators' 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 Originators' obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees Originators agree 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.financing (bc) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, Loans and this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the SellerOriginators. (c) Additional terms of the sale are set forth on Attachment A hereto.

Sale of Subsequent Mortgage Loans. (a) The Seller Sponsor does hereby sell, transfer, assign, set over and convey to the IssuerTrust, 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 or to become due thereon and all items with respect to the Mortgage File for each 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 DateLoan. The SellerSponsor, 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 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 IssuerTrust's interests in each Subsequent Mortgage Loan and the proceeds thereof. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, Loans and this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the SellerSponsor. (c) Additional terms of the sale are set forth on Attachment A hereto.

Sale of Subsequent Mortgage Loans. (aA) The Seller does hereby covenants and agrees to use its best efforts to acquire and sell to the Issuer as assignee of the Purchaser, and the Issuer will agree in the Indenture to pledge to the Indenture Trustee, 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 IssuerIssuer 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 (other than payments in respect of accrued interest on such Subsequent Mortgage Loans through the related Due Date in the calendar month preceding the Subsequent Transfer Date); (iii) property which secured a Subsequent Mortgage Loan and which is acquired by foreclosure or deed in lieu of foreclosure; (iv) interest of the Seller in any insurance policies in respect of the Subsequent Mortgage Loans; and (v) all proceeds of the foregoing. (B) The Seller shall comply with its obligations set forth in Sections 2.3, all monies due or to become due thereon 3.1 and all items 3.2 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be delivered pursuant deemed 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 refer to principal received and interest accruing on the Subsequent Mortgage Loans prior and references to the Subsequent Cut-Off Date or the Closing Date. The Seller, contemporaneously with the delivery of this Agreementas applicable, 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 refer to the Issuer as of the Subsequent Transfer applicable related Cut-Off 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 respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made 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 specific reference to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Issuer's interests in each Subsequent Mortgage Loan and the proceeds thereof. (b) The expenses and costs relating to the delivery of the Subsequent Initial Mortgage Loans, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.

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 as 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 such Seller on such Subsequent Transfer Date, (including the ii) all money due or to become due on such Subsequent Cut-Off Date Principal Balance now existing Mortgage Loan and all Additional Balances thereafter arising to and including the date immediately preceding the commencement of the Rapid Amortization Period), all principal collections received and interest thereon on and after the related Subsequent Cut-Off Date, all monies due or to become due thereon (iii) the interest of the Seller in any insurance policies in respect of such Subsequent Mortgage Loans and (iv) 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, WG Trust 2001-A and WG Trust 2003-A hereby grants grant to the Issuer as of the each Subsequent Transfer Date a security interest in all of the SellerGMACM's, WG Trust 2001-A's or WG Trust 2003-A'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, WG Trust 2001-A's or WG Trust 2003-A'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 UCC1 financing statements to be filed in the State of Delaware and the Commonwealth of Pennsylvania (which shall be submitted for filing as of on or prior to 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 UCC1 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. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.

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. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage LoansLoans and the related Subsequent Transferred Property, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) The Purchaser, by execution of this Agreement, acknowledges its acceptance of all of the Seller's right, title and interest to the Subsequent Mortgage Loans and the other related Subsequent Transferred Property. (d) Additional terms of the sale are set forth on Attachment A hereto.

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 (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, Loans and this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the SellerSponsor. (c) Additional terms of the sale are set forth on Attachment A hereto.

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. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.

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. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage LoansLoans and the related Subsequent Transferred Property, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) The Purchaser, by execution of this Agreement, acknowledges its acceptance of all of the Seller’s right, title and interest to the Subsequent Mortgage Loans and the other related Subsequent Transferred Property. (d) Additional terms of the sale are set forth on Attachment A hereto.

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. (b) The expenses and costs relating Any Seller may transfer to the Issuer Subsequent Mortgage Loans to a Loan Group and the other property and rights related thereto described in Section 2.2(a) above, and during the Pre-Funding Period, upon the release of funds on deposit in the related Pre-Funding Account, in accordance with the Servicing Agreement, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) such Seller or GMACM, as Servicer, shall have provided the Indenture Trustee, the Rating Agencies and the Enhancer with a timely Addition Notice substantially in the form of Exhibit 3, which notice shall be given no later than two Business Days prior to the related Subsequent Transfer Date, and shall designate the Subsequent Mortgage Loans to be sold to the Issuer, the aggregate Principal Balance of such Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date and any other information reasonably requested by the Indenture Trustee or the Enhancer with respect to such Subsequent Mortgage Loans; (ii) such Seller shall have delivered to the Indenture Trustee and the Enhancer a duly executed Subsequent Transfer Agreement substantially in the form of Exhibit 2, (A) confirming the satisfaction of each condition precedent and representations specified in this Section 2.2(b) and in Section 2.2(c) and in the related Subsequent Transfer Agreement and (B) including a Mortgage Loan Schedule listing the Subsequent Mortgage Loans; (iii) as of each Subsequent Transfer Date, as evidenced by delivery to the Indenture Trustee of the Subsequent Transfer Agreement in the form of Exhibit 2, the respective Seller shall not be insolvent, made insolvent by such transfer or aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Issuer or, due to any action or inaction on the part of the respective Seller, to the Securityholders or the Enhancer; and (v) the Enhancer shall have approved the sale of the Subsequent Mortgage Loans (which approval shall not be unreasonably withheld) within five (5) Business Days of receipt of an electronic file containing the information regarding the Subsequent Mortgage Loans that was delivered to the Enhancer prior to the Closing Date with respect to the Initial Mortgage Loans; provided, this that if the Enhancer shall not have notified the respective Seller or GMACM within such five (5) Business Days that the Enhancer does not so approve, such sale of Subsequent Mortgage Loans shall be deemed approved by the Enhancer. The obligation of the Issuer to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the following conditions: (i) each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the related Subsequent Transfer Agreement and this Agreement; (ii) no such Seller has selected such Subsequent Mortgage Loans in a manner that it reasonably believes is adverse to the interests of the Noteholders or the Enhancer as of the related Subsequent Cut-Off Date each Subsequent Mortgage Loan will satisfy the following conditions: (A) such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-Off Date; (B) the original stated term to maturity of such Subsequent Mortgage Loan will not exceed 360 months; (C) such Subsequent Mortgage Loan will be underwritten substantially in accordance with the criteria set forth under "Description of the Mortgage Loans -- Underwriting Standards" in the Prospectus Supplement; (D) such Subsequent Mortgage Loan Purchase Agreement must have a CLTV at origination of no more than 100.00%; (E) such Subsequent Mortgage Loan shall not provide for negative amortization; (F) following the purchase of such Subsequent Mortgage Loans by the Issuer, the Mortgage Loans in the related Loan Group included in the Trust Estate must have a weighted average interest rate, a weighted average remaining term to maturity and a weighted average CLTV at origination, as of each Subsequent Cut-Off Date, that does not vary materially from the Initial Mortgage Loans in the related Loan Group included initially in the Trust Estate, and the percentage of Mortgage Loans (by aggregate principal balance) in the related Loan Group that are secured by second liens on the related Mortgaged Properties shall be borne no greater than the percentage of Initial Mortgage Loans in the related Loan Group; (G) such Subsequent Mortgage Loan must be secured by a mortgage in a first or second lien position; (H) such Subsequent Mortgage Loan must not have an interest rate below 5.600% with respect to the Loan Group I, and 5.617% with respect to the Loan Group II; (J) following the purchase of such Subsequent Mortgage Loan by the SellerIssuer, the Subsequent Mortgage Loans included in the Trust Estate must have a weighted average interest rate of at least 8.992% with respect to the Loan Group I, and 8.922% with respect to the Loan Group II, a weighted average Principal Balance of not more than $45,000 with respect to the Loan Group I, and $62,000 with respect to the Loan Group II, a concentration in any one state of more than 20.00% with respect to the Loan Group I, and 30.00% with respect to the Loan Group II; (K) the remaining term to stated maturity of such Subsequent Mortgage Loan must not extend beyond January 1, 2037 and (L) each Subsequent Mortgage Loan for Loan Group I must have a conforming balance in accordance with the guidelines of Freddie Mac. Subsequent Mortgage Loans with characteristics materiaxxx xxrying from those set forth above may be purchased by the Issuer and included in the Trust Estate if they are acceptable to the Enhancer, in its reasonable discretion; provided, however, that the addition of such Subsequent Mortgage Loans will not materially affect the aggregate characteristics of the Mortgage Loans in the Trust Estate. Neither of the Sellers shall transfer Subsequent Mortgage Loans with the intent to mitigate losses on Mortgage Loans previously transferred. (c) Additional terms Within five Business Days after each Subsequent Transfer Date, GMACM shall deliver to the Rating Agencies, the Indenture Trustee and the Enhancer a copy of the sale are set forth on Attachment A heretoa Mortgage Loan Schedule reflecting the Subsequent Mortgage Loans in the related Loan Group in electronic format. (d) In the event that a mortgage loan is not acceptable to the Enhancer as a Subsequent Mortgage Loan pursuant to Section 2.2(b)(vi) hereof, the Enhancer and GMACM may mutually agree to the transfer of such mortgage loan to the Issuer as a Subsequent Mortgage Loan, subject to any increase in the Overcollateralization Amount that may be agreed to by GMACM and the Enhancer pursuant to the Indenture, in which event GMACM shall deliver to the Issuer and the Indenture Trustee, with a copy to the Enhancer, an Officer's Certificate confirming the agreement to the transfer of such Subsequent Mortgage Loan and specifying the amount of such increase in the Overcollateralization Amount, which additional Overcollateralization Amount may not be contributed by GMACM.

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. (b) The expenses and costs relating Any Seller may transfer to the Issuer Subsequent Mortgage Loans and the other property and rights related thereto described in Section 2.2(a) above, and during the Pre-Funding Period, upon the release of funds on deposit in the Pre-Funding Account, or during the Revolving Period, upon the release of funds on deposit in the Custodial Account or the Funding Account, or during the Managed Amortization Period, following a Funding Event, upon the release of funds on deposit in the Reserve Sub-Account, respectively, in accordance with the Servicing Agreement, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) such Seller or GMACM, as Servicer, shall have provided the Indenture Trustee, the Rating Agencies and the Enhancer with a timely Addition Notice substantially in the form of Exhibit 3, which notice shall be given no later than seven Business Days prior to the related Subsequent Transfer Date, and shall designate the Subsequent Mortgage Loans to be sold to the Issuer, the aggregate Principal Balance of such Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date and any other information reasonably requested by the Indenture Trustee or the Enhancer with respect to such Subsequent Mortgage Loans; (ii) such Seller shall have delivered to the Indenture Trustee and the Enhancer a duly executed Subsequent Transfer Agreement substantially in the form of Exhibit 2, (A) confirming the satisfaction of each condition precedent and representations specified in this Section 2.2(b) and in Section 2.2(c) and in the related Subsequent Transfer Agreement and (B) including a Mortgage Loan Schedule listing the Subsequent Mortgage Loans; (iii) as of each Subsequent Transfer Date, as evidenced by delivery to the Indenture Trustee of the Subsequent Transfer Agreement in the form of Exhibit 2, the respective Seller shall not be insolvent, made insolvent by such transfer or aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Issuer or, due to any action or inaction on the part of the respective Seller, to the Securityholders or the Enhancer; (v) the Revolving Period shall not have terminated or, if during the Managed Amortization Period, a Funding Event shall have occurred; and (vi) the Enhancer shall have approved the sale of the Subsequent Mortgage Loans (which approval shall not be unreasonably withheld) within five (5) Business Days of receipt of an electronic file containing the information regarding the Subsequent Mortgage Loans that was delivered to the Enhancer prior to the Closing Date with respect to the Initial Mortgage Loans; provided, this that if the Enhancer shall not have notified the respective Seller or GMACM within such five (5) Business Days that the Enhancer does not so approve, such sale of Subsequent Mortgage Loans shall be deemed approved by the Enhancer. The obligation of the Issuer to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the following conditions: (i) each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the related Subsequent Transfer Agreement and this Agreement; (ii) no such Seller has selected such Subsequent Mortgage Loans in a manner that it reasonably believes is adverse to the interests of the Noteholders or the Enhancer; and (iii) as of the related Subsequent Cut-Off Date each Subsequent Mortgage Loan will satisfy the following criteria: (A) such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-Off Date; (B) the original stated term to maturity of such Subsequent Mortgage Loan will not exceed 360 months; (C) such Subsequent Mortgage Loan must have an outstanding Principal Balance of at least $1,000 and not more than $826,200.00 as of the related Subsequent Cut-Off Date and will not have a Credit Limit in excess of $832,500.00 as of the related Subsequent Cut-Off Date; (D) such Subsequent Mortgage Loan will be underwritten substantially in accordance with the criteria set forth under “Description of the Mortgage Loans — Underwriting Standards” in the Prospectus Supplement; (E) such Subsequent Mortgage Loan Purchase Agreement must have a CLTV at origination of no more than 100.00%; (F) the remaining term to stated maturity of such Subsequent Mortgage Loan must be no later than 360 months; (G) such Subsequent Mortgage Loan shall not provide for negative amortization; (H) following the purchase of such Subsequent Mortgage Loans by the Issuer, the Mortgage Loans included in the Trust Estate must have a weighted average interest rate, a weighted average remaining term to maturity and a weighted average CLTV at origination, as of each Subsequent Cut-Off Date, that does not vary materially from the Initial Mortgage Loans included initially in the Trust Estate, and the percentage of Mortgage Loans (by aggregate principal balance) that are secured by second liens on the related Mortgaged Properties shall be borne no greater than the percentage of Initial Mortgage Loans; and (I) following the purchase of such Subsequent Mortgage Loans by the SellerIssuer, the percentage of Mortgage Loans (by aggregate principal balance) that are secured by Mortgaged Properties that are manufactured housing properties shall be no greater than 0.15%. Subsequent Mortgage Loans with characteristics materially varying from those set forth above may be purchased by the Issuer and included in the Trust Estate if they are acceptable to the Enhancer, in its reasonable discretion; provided, however, that the addition of such Subsequent Mortgage Loans will not materially affect the aggregate characteristics of the Mortgage Loans in the Trust Estate. Neither of the Sellers shall transfer Subsequent Mortgage Loans with the intent to mitigate losses on Mortgage Loans previously transferred. Upon the end of the Revolving Period, the Enhancer may increase the Overcollateralization Amount pursuant to Section 2.2(d) herein. (c) Additional terms Within five Business Days after each Subsequent Transfer Date, GMACM shall deliver to the Rating Agencies, the Indenture Trustee and the Enhancer a copy of the sale are set forth on Attachment A heretoa Mortgage Loan Schedule reflecting the Subsequent Mortgage Loans in electronic format. (d) In the event that a mortgage loan is not acceptable to the Enhancer as a Subsequent Mortgage Loan pursuant to Section 2.2(b)(vi) hereof, the Enhancer and GMACM may mutually agree to the transfer of such mortgage loan to the Issuer as a Subsequent Mortgage Loan, subject to any increase in the Overcollateralization Amount that may be agreed to by GMACM and the Enhancer pursuant to the Indenture, in which event GMACM shall deliver to the Issuer and the Indenture Trustee, with a copy to the Enhancer, an Officer’s Certificate confirming the agreement to the transfer of such Subsequent Mortgage Loan and specifying the amount of such increase in the Overcollateralization Amount, which additional Overcollateralization Amount may not be contributed by GMACM.

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. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage LoansLoans and the related Subsequent Transferred Property, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the SellerDepositor. (c) Additional terms of the sale are set forth on Attachment A hereto.

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 DateDate (exclusive of payments in respect of interest on the Subsequent Mortgage Loans which have accrued through the related Due Date in the month in which such Cut-Off Date occurs); (iii) property which secured a Subsequent Mortgage Loan and which is acquired by foreclosure or deed in lieu of foreclosure; (iv) interest of the Seller in any insurance policies in respect of the Subsequent Mortgage Loans; and (v) all proceeds of the foregoing. (B) The Seller shall comply with its obligations set forth in Sections 2.3, all monies due or to become due thereon 3.1 and all items 3.2 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Initial Mortgage Loans or Mortgage Loans shall be delivered pursuant deemed 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 refer to principal received and interest accruing on the Subsequent Mortgage Loans prior and references to the Subsequent Cut-Off Date or the Closing Date. The Seller, contemporaneously with the delivery of this Agreementas applicable, 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 refer to the Issuer as of the Subsequent Transfer applicable related Cut-Off 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 respectively, except that references to 360 days after the Closing Date shall remain unchanged as shall representations made 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 specific reference to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect and protect the Issuer's interests in each Subsequent Mortgage Loan and the proceeds thereof. (b) The expenses and costs relating to the delivery of the Subsequent Initial Mortgage Loans, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.

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. (b) The expenses and costs relating Seller may transfer to the Purchaser, Subsequent Mortgage Loans and the other property and rights related thereto described in Section 2.2(a), and the Purchaser shall pay for such Subsequent Mortgage Loans, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Indenture Trustee, the Issuer, the Purchaser, Rating Agencies and the Enhancer with a timely Addition Notice substantially in the form of Exhibit 3, which notice shall be given no later than seven Business Days prior to the related Subsequent Transfer Date, and shall designate the Subsequent Mortgage Loans to be sold to the Purchaser and the aggregate Principal Balance of such Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date; (ii) the Seller shall have delivered to the Purchaser, the Indenture Trustee and the Enhancer a duly executed Subsequent Transfer Agreement substantially in the form of Exhibit 2, (A) confirming the satisfaction of each condition precedent and making the representations specified in this Section 2.2(b) and in the related Subsequent Transfer Agreement and (B) including a Mortgage Loan Schedule listing the Subsequent Mortgage Loans; (iii) as of each Subsequent Transfer Date, as evidenced by delivery to the Indenture Trustee of the Subsequent Transfer Agreement in the form of Exhibit 2, the Seller shall not be insolvent, made insolvent by such transfer or aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Purchaser or the Issuer or due to any action or inaction on the part of the Seller, to the Securityholders or the Enhancer; (v) the Revolving Period shall not have terminated; and (vi) the Enhancer and each Rating Agency (each, an "Approval Party") shall have approved the sale of the Subsequent Mortgage Loans (which approval shall not be unreasonably withheld) within five (5) Business Days of receipt of an electronic file containing the information regarding the Subsequent Mortgage Loans that was delivered to each Approval Party prior to the Closing Date with respect to the Initial Mortgage Loans; provided, this that if an Approval Party shall not have notified the respective Seller within such five (5) Business Days that such Approval Party does not so approve, such sale of Subsequent Mortgage Loans shall be deemed approved by such Approval Party. The obligation of the Purchaser to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the following conditions: (i) each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the related Subsequent Transfer Agreement and this Agreement; (ii) the Seller has not selected such Subsequent Mortgage Loans in a manner that it reasonably believes is adverse to the interests of the Noteholders or the Enhancer; and (iii) as of the related Subsequent Cut-Off Date each Subsequent Mortgage Loan will satisfy the following criteria: (A) such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-Off Date; (B) the original stated term to maturity of such Subsequent Mortgage Loan will not exceed 480 months; (C) such Subsequent Mortgage Loan must have an outstanding Principal Balance of at least $1,000 and no more than $1,000,000 as of the related Subsequent Cut-Off Date; (D) such Subsequent Mortgage Loan will be underwritten substantially in accordance with the criteria set forth under " Description of the Mortgage Loans - Underwriting Standards" in the Prospectus Supplement; (E) such Subsequent Mortgage Loan Purchase Agreement shall be borne not provide for negative amortization; and (F) following the purchase of the Subsequent Mortgage Loan by the Sellerissuer, the Mortgage Loans must have a weighted average loan margin, a weighted average remaining term to maturity and a weighted average CLTV Ratio at origination, as of each respective Subsequent Cut-Off Date, which would not vary materially from the Initial Mortgage Loans. (c) Additional terms Within five Business Days after each Subsequent Transfer Date, the Seller shall deliver to the Purchaser, the Rating Agencies, the Indenture Trustee and the Enhancer a copy of the sale are set forth on Attachment A heretoMortgage Loan Schedule reflecting the Subsequent Mortgage Loans in electronic format.

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. (b) The expenses and costs relating Seller may transfer to the Purchaser, Subsequent Mortgage Loans and the other property and rights related thereto described in Section 2.2(a), and the Purchaser shall pay for such Subsequent Mortgage Loans, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Indenture Trustee, the Issuer, the Purchaser, Rating Agencies and the Enhancer with a timely Addition Notice substantially in the form of Exhibit 3, which notice shall be given no later than seven Business Days prior to the related Subsequent Transfer Date, and shall designate the Subsequent Mortgage Loans to be sold to the Purchaser and the aggregate Principal Balance of such Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date; (ii) the Seller shall have delivered to the Purchaser, the Indenture Trustee and the Enhancer a duly executed Subsequent Transfer Agreement substantially in the form of Exhibit 2, (A) confirming the satisfaction of each condition precedent and making the representations specified in this Section 2.2(b) and in the related Subsequent Transfer Agreement and (B) including a Mortgage Loan Schedule listing the Subsequent Mortgage Loans; (iii) as of each Subsequent Transfer Date, as evidenced by delivery to the Indenture Trustee of the Subsequent Transfer Agreement in the form of Exhibit 2, the Seller shall not be insolvent, made insolvent by such transfer or aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Purchaser or the Issuer or due to any action or inaction on the part of the Seller, to the Securityholders or the Enhancer; (v) the Revolving Period shall not have terminated; and (vi) the Enhancer and each Rating Agency (each, an "Approval Party") shall have approved the sale of the Subsequent Mortgage Loans (which approval shall not be unreasonably withheld) within five (5) Business Days of receipt of an electronic file containing the information regarding the Subsequent Mortgage Loans that was delivered to each Approval Party prior to the Closing Date with respect to the Initial Mortgage Loans; provided, this that if an Approval Party shall not have notified the respective Seller within such five (5) Business Days that such Approval Party does not so approve, such sale of Subsequent Mortgage Loans shall be deemed approved by such Approval Party. The obligation of the Purchaser to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the following conditions: (i) each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the related Subsequent Transfer Agreement and this Agreement; (ii) the Seller has not selected such Subsequent Mortgage Loans in a manner that it reasonably believes is adverse to the interests of the Noteholders or the Enhancer; and (iii) as of the related Subsequent Cut-Off Date each Subsequent Mortgage Loan will satisfy the following criteria: (A) such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-Off Date; (B) the original stated term to maturity of such Subsequent Mortgage Loan will not exceed 480 months; (C) such Subsequent Mortgage Loan must have an outstanding Principal Balance of at least $1,000 and no more than $________ as of the related Subsequent Cut-Off Date; (D) such Subsequent Mortgage Loan will be underwritten substantially in accordance with the criteria set forth under " Description of the Mortgage Loans – Underwriting Standards" in the Prospectus Supplement; (E) such Subsequent Mortgage Loan Purchase Agreement shall be borne not provide for negative amortization; and (F) following the purchase of the Subsequent Mortgage Loan by the Sellerissuer, the Mortgage Loans must have a weighted average loan margin, a weighted average remaining term to maturity and a weighted average CLTV Ratio at origination, as of each respective Subsequent Cut-Off Date, which would not vary materially from the Initial Mortgage Loans. (c) Additional terms Within five Business Days after each Subsequent Transfer Date, the Seller shall deliver to the Purchaser, the Rating Agencies, the Indenture Trustee and the Enhancer a copy of the sale are set forth on Attachment A heretoMortgage Loan Schedule reflecting the Subsequent Mortgage Loans in electronic format.

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. (b) The expenses and costs relating Seller may transfer to the Purchaser, Subsequent Mortgage Loans and the other property and rights related thereto described in Section 2.2(a), and the Purchaser shall pay for such Subsequent Mortgage Loans, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Indenture Trustee, the Issuer, the Purchaser, Rating Agencies and the Enhancer with a timely Addition Notice substantially in the form of Exhibit 3, which notice shall be given no later than seven Business Days prior to the related Subsequent Transfer Date, and shall designate the Subsequent Mortgage Loans to be sold to the Purchaser and the aggregate Principal Balance of such Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date; (ii) the Seller shall have delivered to the Purchaser, the Indenture Trustee and the Enhancer a duly executed Subsequent Transfer Agreement substantially in the form of Exhibit 2, (A) confirming the satisfaction of each condition precedent and making the representations specified in this Section 2.2(b) and in the related Subsequent Transfer Agreement and (B) including a Mortgage Loan Schedule listing the Subsequent Mortgage Loans; (iii) as of each Subsequent Transfer Date, as evidenced by delivery to the Indenture Trustee of the Subsequent Transfer Agreement in the form of Exhibit 2, the Seller shall not be insolvent, made insolvent by such transfer or aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Purchaser or the Issuer or due to any action or inaction on the part of the Seller, to the Securityholders or the Enhancer; (v) the Revolving Period shall not have terminated; and (vi) the Enhancer and each Rating Agency (each, an “Approval Party”) shall have approved the sale of the Subsequent Mortgage Loans (which approval shall not be unreasonably withheld) within five (5) Business Days of receipt of an electronic file containing the information regarding the Subsequent Mortgage Loans that was delivered to each Approval Party prior to the Closing Date with respect to the Initial Mortgage Loans; provided, this that if an Approval Party shall not have notified the respective Seller within such five (5) Business Days that such Approval Party does not so approve, such sale of Subsequent Mortgage Loans shall be deemed approved by such Approval Party. The obligation of the Purchaser to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the following conditions: (i) each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the related Subsequent Transfer Agreement and this Agreement; (ii) the Seller has not selected such Subsequent Mortgage Loans in a manner that it reasonably believes is adverse to the interests of the Noteholders or the Enhancer; and (iii) as of the related Subsequent Cut-Off Date each Subsequent Mortgage Loan will satisfy the following criteria: (A) such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-Off Date; (B) the original stated term to maturity of such Subsequent Mortgage Loan will not exceed 480 months; (C) such Subsequent Mortgage Loan must have an outstanding Principal Balance of at least $1,000 and no more than $________ as of the related Subsequent Cut-Off Date; (D) such Subsequent Mortgage Loan will be underwritten substantially in accordance with the criteria set forth under “ Description of the Mortgage Loans – Underwriting Standards” in the Prospectus Supplement; (E) such Subsequent Mortgage Loan Purchase Agreement shall be borne not provide for negative amortization; and (F) following the purchase of the Subsequent Mortgage Loan by the Sellerissuer, the Mortgage Loans must have a weighted average loan margin, a weighted average remaining term to maturity and a weighted average CLTV Ratio at origination, as of each respective Subsequent Cut-Off Date, which would not vary materially from the Initial Mortgage Loans. (c) Additional terms Within five Business Days after each Subsequent Transfer Date, the Seller shall deliver to the Purchaser, the Rating Agencies, the Indenture Trustee and the Enhancer a copy of the sale are set forth on Attachment A heretoMortgage Loan Schedule reflecting the Subsequent Mortgage Loans in electronic format.

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. (b) . The expenses and costs relating to the delivery Servicer shall file any such continuation statements on a timely basis. GMACM hereby designates $55,624,399.77 of the Subsequent Mortgage LoansOriginal Pre-Funded Amount for Sub-Group I(A), this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms $63,346,314.32 of the sale are set forth on Attachment A heretoOriginal 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 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. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.

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. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.

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. (b) The expenses and costs relating Any Seller may transfer to the Issuer Subsequent Mortgage Loans and the other property and rights related thereto described in Section 2.2(a) above, and during the Pre-Funding Period, upon the release of funds on deposit in the Pre-Funding Account, in accordance with the Servicing Agreement, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) such Seller or GMACM, as Servicer, shall have provided the Indenture Trustee, the Rating Agencies and the Enhancer with a timely Addition Notice substantially in the form of Exhibit 3, which notice shall be given no later than two Business Days prior to the related Subsequent Transfer Date, and shall designate the Subsequent Mortgage Loans to be sold to the Issuer, the aggregate Principal Balance of such Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date and any other information reasonably requested by the Indenture Trustee or the Enhancer with respect to such Subsequent Mortgage Loans; (ii) such Seller shall have delivered to the Indenture Trustee and the Enhancer a duly executed Subsequent Transfer Agreement substantially in the form of Exhibit 2, (A) confirming the satisfaction of each condition precedent and representations specified in this Section 2.2(b) and in Section 2.2(c) and in the related Subsequent Transfer Agreement and (B) including a Mortgage Loan Schedule listing the Subsequent Mortgage Loans; (iii) as of each Subsequent Transfer Date, as evidenced by delivery to the Indenture Trustee of the Subsequent Transfer Agreement in the form of Exhibit 2, the respective Seller shall not be insolvent, made insolvent by such transfer or aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Issuer or, due to any action or inaction on the part of the respective Seller, to the Securityholders or the Enhancer; and (v) the Enhancer shall have approved the sale of the Subsequent Mortgage Loans (which approval shall not be unreasonably withheld) within five (5) Business Days of receipt of an electronic file containing the information regarding the Subsequent Mortgage Loans that was delivered to the Enhancer prior to the Closing Date with respect to the Initial Mortgage Loans; provided, this that if the Enhancer shall not have notified the respective Seller or GMACM within such five (5) Business Days that the Enhancer does not so approve, such sale of Subsequent Mortgage Loans shall be deemed approved by the Enhancer. The obligation of the Issuer to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the following conditions: (i) each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the related Subsequent Transfer Agreement and this Agreement; (ii) no such Seller has selected such Subsequent Mortgage Loans in a manner that it reasonably believes is adverse to the interests of the Noteholders or the Enhancer as of the related Subsequent Cut-Off Date each Subsequent Mortgage Loan will satisfy the following conditions: (A) such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-Off Date; (B) the original stated term to maturity of such Subsequent Mortgage Loan will not exceed 360 months; (C) such Subsequent Mortgage Loan will be underwritten substantially in accordance with the criteria set forth under "Description of the Mortgage Loans -- Underwriting Standards" in the Prospectus Supplement; (D) such Subsequent Mortgage Loan Purchase Agreement must have a CLTV at origination of no more than 100.00%; (E) such Subsequent Mortgage Loan shall not provide for negative amortization; (F) following the purchase of such Subsequent Mortgage Loans by the Issuer, the Mortgage Loans included in the Trust Estate must have a weighted average interest rate, a weighted average remaining term to maturity and a weighted average CLTV at origination, as of each Subsequent Cut-Off Date, that does not vary materially from the Initial Mortgage Loans included initially in the Trust Estate, and the percentage of Mortgage Loans (by aggregate principal balance) that are secured by second liens on the related Mortgaged Properties shall be borne no greater than the percentage of Initial Mortgage Loans; (G) such Subsequent Mortgage Loan must be secured by a mortgage in a first or second lien position; (H) such Subsequent Mortgage Loan must not have an interest rate below 4.875%; (J) following the purchase of such Subsequent Mortgage Loan by the SellerIssuer, the Subsequent Mortgage Loans included in the Trust Estate must have a weighted average interest rate of at least 8.593%, a weighted average Principal Balance of not more than $55,000, a concentration in any one state of more than 25.24%; and (K) the remaining term to stated maturity of such Subsequent Mortgage Loan must not extend beyond September 1, 2036. Subsequent Mortgage Loans with characteristics materially varying from those set forth above may be purchased by the Issuer and included in the Trust Estate if they are acceptable to the Enhancer, in its reasonable discretion; provided, however, that the addition of such Subsequent Mortgage Loans will not materially affect the aggregate characteristics of the Mortgage Loans in the Trust Estate. Neither of the Sellers shall transfer Subsequent Mortgage Loans with the intent to mitigate losses on Mortgage Loans previously transferred. (c) Additional terms Within five Business Days after each Subsequent Transfer Date, GMACM shall deliver to the Rating Agencies, the Indenture Trustee and the Enhancer a copy of the sale are set forth on Attachment A heretoa Mortgage Loan Schedule reflecting the Subsequent Mortgage Loans in electronic format. (d) In the event that a mortgage loan is not acceptable to the Enhancer as a Subsequent Mortgage Loan pursuant to Section 2.2(b)(vi) hereof, the Enhancer and GMACM may mutually agree to the transfer of such mortgage loan to the Issuer as a Subsequent Mortgage Loan, subject to any increase in the Overcollateralization Amount that may be agreed to by GMACM and the Enhancer pursuant to the Indenture, in which event GMACM shall deliver to the Issuer and the Indenture Trustee, with a copy to the Enhancer, an Officer's Certificate confirming the agreement to the transfer of such Subsequent Mortgage Loan and specifying the amount of such increase in the Overcollateralization Amount, which additional Overcollateralization Amount may not be contributed by GMACM.

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. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.

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. (b) The expenses and costs relating Seller may transfer to the Purchaser, Subsequent Mortgage Loans and the other property and rights related thereto described in Section 2.2(a), and the Purchaser shall pay for such Subsequent Mortgage Loans, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Indenture Trustee, the Issuer, the Purchaser, Rating Agencies and the Enhancer with a timely Addition Notice substantially in the form of Exhibit 3, which notice shall be given no later than seven Business Days prior to the related Subsequent Transfer Date, and shall designate the Subsequent Mortgage Loans to be sold to the Purchaser and the aggregate Principal Balance of such Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date; (ii) the Seller shall have delivered to the Purchaser, the Indenture Trustee and the Enhancer a duly executed Subsequent Transfer Agreement substantially in the form of Exhibit 2, (A) confirming the satisfaction of each condition precedent and making the representations specified in this Section 2.2(b) and in the related Subsequent Transfer Agreement and (B) including a Mortgage Loan Schedule listing the Subsequent Mortgage Loans; (iii) as of each Subsequent Transfer Date, as evidenced by delivery to the Indenture Trustee of the Subsequent Transfer Agreement in the form of Exhibit 2, the Seller shall not be insolvent, made insolvent by such transfer or aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Purchaser or the Issuer or due to any action or inaction on the part of the Seller, to the Securityholders or the Enhancer; (v) the Revolving Period shall not have terminated; and (vi) the Enhancer and each Rating Agency (each, an "Approval Party") shall have approved the sale of the Subsequent Mortgage Loans (which approval shall not be unreasonably withheld) within five (5) Business Days of receipt of an electronic file containing the information regarding the Subsequent Mortgage Loans that was delivered to each Approval Party prior to the Closing Date with respect to the Initial Mortgage Loans; provided, this that if an Approval Party shall not have notified the respective Seller within such five (5) Business Days that such Approval Party does not so approve, such sale of Subsequent Mortgage Loans shall be deemed approved by such Approval Party. The obligation of the Purchaser to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the following conditions: (i) each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the related Subsequent Transfer Agreement and this Agreement; (ii) the Seller has not selected such Subsequent Mortgage Loans in a manner that it reasonably believes is adverse to the interests of the Noteholders or the Enhancer; and (iii) as of the related Subsequent Cut-Off Date each Subsequent Mortgage Loan will satisfy the following criteria: (A) such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-Off Date; (B) the original stated term to maturity of such Subsequent Mortgage Loan will not exceed 480 months; (C) such Subsequent Mortgage Loan must have an outstanding Principal Balance of at least $1,000 and no more than $________ as of the related Subsequent Cut-Off Date; (D) such Subsequent Mortgage Loan will be underwritten substantially in accordance with the criteria set forth under " Description of the Mortgage Loans - Underwriting Standards" in the Prospectus Supplement; (E) such Subsequent Mortgage Loan Purchase Agreement shall be borne not provide for negative amortization; and (F) following the purchase of the Subsequent Mortgage Loan by the Sellerissuer, the Mortgage Loans must have a weighted average loan margin, a weighted average remaining term to maturity and a weighted average CLTV Ratio at origination, as of each respective Subsequent Cut-Off Date, which would not vary materially from the Initial Mortgage Loans. (c) Additional terms Within five Business Days after each Subsequent Transfer Date, the Seller shall deliver to the Purchaser, the Rating Agencies, the Indenture Trustee and the Enhancer a copy of the sale are set forth on Attachment A heretoMortgage Loan Schedule reflecting the Subsequent Mortgage Loans in electronic format.

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. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.

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. (b) The expenses and costs relating Any Seller may transfer to the Issuer Subsequent Mortgage Loans and the other property and rights related thereto described in Section 2.2(a) above, and during the Pre-Funding Period, upon the release of funds on deposit in the Pre-Funding Account, or during the Revolving Period, upon the release of funds on deposit in the Custodial Account or the Funding Account, respectively, in accordance with the Servicing Agreement, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) such Seller or GMACM, as Servicer, shall have provided the Indenture Trustee, the Rating Agencies and the Enhancer with a timely Addition Notice substantially in the form of Exhibit 3, which notice shall be given no later than seven Business Days prior to the related Subsequent Transfer Date, and shall designate the Subsequent Mortgage Loans to be sold to the Issuer, the aggregate Principal Balance of such Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date and any other information reasonably requested by the Indenture Trustee or the Enhancer with respect to such Subsequent Mortgage Loans; (ii) such Seller shall have delivered to the Indenture Trustee and the Enhancer a duly executed Subsequent Transfer Agreement substantially in the form of Exhibit 2, (A) confirming the satisfaction of each condition precedent and representations specified in this Section 2.2(b) and in Section 2.2(c) and in the related Subsequent Transfer Agreement and (B) including a Mortgage Loan Schedule listing the Subsequent Mortgage Loans; (iii) as of each Subsequent Transfer Date, as evidenced by delivery to the Indenture Trustee of the Subsequent Transfer Agreement in the form of Exhibit 2, the respective Seller shall not be insolvent, made insolvent by such transfer or aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Issuer or, due to any action or inaction on the part of the respective Seller, to the Securityholders or the Enhancer; (v) the Revolving Period shall not have terminated; (vi) only Subsequent Mortgage Loans constituting HELOCs may be purchased from amounts on deposit in the Funding Account; (vii) during the Pre-Funding Period, no HELs can be purchased from amounts on deposit in the Pre-Funding Account if, after such purchase, the aggregate principal balance of HELs in the Trust Estate after giving effect to such purchase will be greater than 38.50% of the aggregate principal balance of all Mortgage Loans in the Trust Estate on such date; and (viii) the Enhancer shall have approved the sale of the Subsequent Mortgage Loans (which approval shall not be unreasonably withheld) within five (5) Business Days of receipt of an electronic file containing the information regarding the Subsequent Mortgage Loans that was delivered to the Enhancer prior to the Closing Date with respect to the Initial Mortgage Loans; provided, this that if the Enhancer shall not have notified the respective Seller or GMACM within such five (5) Business Days that the Enhancer does not so approve, such sale of Subsequent Mortgage Loans shall be deemed approved by the Enhancer. The obligation of the Issuer to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the following conditions: (i) each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the related Subsequent Transfer Agreement and this Agreement; (ii) no such Seller has selected such Subsequent Mortgage Loans in a manner that it reasonably believes is adverse to the interests of the Noteholders or the Enhancer as of the related Subsequent Cut-Off Date each Subsequent Mortgage Loan will satisfy the following conditions: (A) such Subsequent Mortgage Loan may not be 30 or more days contractually delinquent as of the related Subsequent Cut-Off Date; (B) the original stated term to maturity of such Subsequent Mortgage Loan will not exceed 360 months; (C) such Subsequent Mortgage Loan will be underwritten substantially in accordance with the criteria set forth under "Description of the Mortgage Loans -- Underwriting Standards" in the Prospectus Supplement; (D) such Subsequent Mortgage Loan Purchase Agreement must have a CLTV at origination of no more than 100.00%; (E) such Subsequent Mortgage Loan shall not provide for negative amortization; (F) following the purchase of such Subsequent Mortgage Loans by the Issuer, the Mortgage Loans included in the Trust Estate must have a weighted average interest rate, a weighted average remaining term to maturity and a weighted average CLTV at origination, as of each Subsequent Cut-Off Date, that does not vary materially from the Initial Mortgage Loans included initially in the Trust Estate, and the percentage of Mortgage Loans (by aggregate principal balance) that are secured by second liens on the related Mortgaged Properties shall be borne no greater than the percentage of Initial Mortgage Loans; and (G) following the purchase of such Subsequent Mortgage Loans by the SellerIssuer, the percentage of Mortgage Loans (by aggregate principal balance) that are secured by Mortgaged Properties that are manufactured housing properties shall be no greater than 0.15%. In addition, the obligation of the Issuer to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date that is a HELOC must have an outstanding Principal Balance of at least $1,000 and not more than $900,000.00 as of the related Subsequent Cut-Off Date and will not have a Credit Limit in excess of 1,000,000.00 as of the related Subsequent Cut-Off Date. In addition, the obligation of the Issuer to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date that is a HEL is subject to the following conditions: (A) such HEL must have an outstanding Principal Balance of at least $1,000 and not more than $640,000 as of the related Subsequent Cut-Off Date; (B) such HEL must be secured by a mortgage in a first or second lien position; (C) such HEL must not have an interest rate below 5.00%; and (D) following the purchase of such HEL by the Issuer, the HELs included in the Trust Estate must have a weighted average interest rate of at least 8.221%, a weighted average Principal Balance of not more than $650,000, a concentration in any one state of more than 25.00%. Subsequent Mortgage Loans with characteristics materially varying from those set forth above may be purchased by the Issuer and included in the Trust Estate if they are acceptable to the Enhancer, in its reasonable discretion; provided, however, that the addition of such Subsequent Mortgage Loans will not materially affect the aggregate characteristics of the Mortgage Loans in the Trust Estate. Neither of the Sellers shall transfer Subsequent Mortgage Loans with the intent to mitigate losses on Mortgage Loans previously transferred. Upon the end of the Revolving Period, the Enhancer may increase the Overcollateralization Amount pursuant to Section 2.2(d) herein. (c) Additional terms Within five Business Days after each Subsequent Transfer Date, GMACM shall deliver to the Rating Agencies, the Indenture Trustee and the Enhancer a copy of the sale are set forth on Attachment A heretoa Mortgage Loan Schedule reflecting the Subsequent Mortgage Loans in electronic format. (d) In the event that a mortgage loan is not acceptable to the Enhancer as a Subsequent Mortgage Loan pursuant to Section 2.2(b)(vi) hereof, the Enhancer and GMACM may mutually agree to the transfer of such mortgage loan to the Issuer as a Subsequent Mortgage Loan, subject to any increase in the Overcollateralization Amount that may be agreed to by GMACM and the Enhancer pursuant to the Indenture, in which event GMACM shall deliver to the Issuer and the Indenture Trustee, with a copy to the Enhancer, an Officer's Certificate confirming the agreement to the transfer of such Subsequent Mortgage Loan and specifying the amount of such increase in the Overcollateralization Amount, which additional Overcollateralization Amount may not be contributed by GMACM.

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. (b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller. (c) Additional terms of the sale are set forth on Attachment A hereto.

Sale of Subsequent Mortgage Loans. (a) The Seller does hereby sellDuring the last fifteen (15) days of any calendar quarter, transfer, assign, set over and convey subject to the Issuersatisfaction of the conditions set forth in paragraph (b) of this Section 2.14, in consideration of the Indenture Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Servicer, on behalf of the Trust, of all or a portion of the Purchase Price of the related Notes, the Trust shall on any Subsequent Transfer Date pledge, without recourse, to the Indenture Trustee, for the benefit of the Noteholders, all of its right, title and interest of the Trust in and to the related Subsequent Mortgage Loans (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)outstanding principal of, all principal received and interest thereon due on and after the related Subsequent Cut-Off Transfer Date on, such Subsequent Mortgage Loans, and all other assets in the Trust Estate relating to the Subsequent Mortgage Loans. In connection with such pledge, and pursuant to Section 2.09 of the Sale and Servicing Agreement, the Trust does hereby also irrevocably pledge to the Indenture Trustee, for the benefit of the Noteholders, all of its rights under the Sale and Servicing Agreement, the related Subsequent Contribution Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Section 4.02 of the Sale and Servicing Agreement for defective documentation and for breaches of representations and warranties with respect to the Mortgage Loans contained in Sections 3.01, 3.02, 3.03 and 4.01 of the Sale and Servicing Agreement. (b) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) of this Section 2.14 shall be pledged by the Trust to the Indenture Trustee, for the benefit of the Noteholders, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Originators shall have provided the Trust, the Depositor, the Indenture Trustee, the Collateral Agent and the Initial Purchaser with an Addition Notice at least five (5) Business Days prior to the Subsequent Transfer Date, all monies due or to become due thereon which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and all items shall have provided any other information reasonably requested by any of the foregoing parties with respect to the Subsequent Mortgage Loans Loans; (ii) the Servicer shall have delivered to be delivered pursuant to the Initial Purchaser the report described in Section 2.2 7.16(b) of the Sale and Servicing Agreement; (iii) the Originators shall have caused the Servicer to deposit in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loan Purchase Agreement; provided, however, that Loans received after the Seller reserves related Subsequent Cut-Off Date and retains all right, title and (y) interest in and to principal received and interest accruing due on the Subsequent Mortgage Loans prior to after the related Subsequent Cut-Off Date. The Seller; (iv) as of each Subsequent Transfer Date, contemporaneously with neither the delivery Originators nor the Depositor shall be insolvent, neither shall be made insolvent by such transfer and neither shall be aware of this Agreement, has delivered any pending insolvency; (v) such Subsequent Transfer shall not result in a material adverse tax consequence to the Trust or caused to the Holders of the Notes; (vi) no Event of Default or Amortization Event shall have occurred and be continuing; (vii) the Originators shall have delivered to the Indenture Trustee an Officer's Certificate confirming the satisfaction of each item set forth condition precedent specified in this paragraph (b) and each complies with the terms of the Sale and Servicing Agreement, including each of the representations and warranties made with respect thereto in Sections 3.01 and 4.01 of the Sale and Servicing Agreement; provided, that each representation in Section 2.2 4.01(tt) (other than clause (v)) may be waived or modified with the prior written consent of the Mortgage Loan Purchase Agreement. The transfer Initial Purchaser; (viii) there shall have been delivered to the Issuer by Initial Purchaser, the Seller Trust, the Collateral Agent and the Indenture Trustee, Independent Opinions of Counsel with respect to the transfer of the Subsequent Mortgage Loans identified on substantially in the Mortgage Loan Schedule shall be absolute and is intended by form of the parties hereto to constitute a sale by the Seller Opinions of Counsel delivered to the Issuer on Depositor, the Subsequent Transfer Date of all Initial Purchaser, the Seller's rightTrust, title and interest in and to the Subsequent Mortgage Loans, and other property as and to the extent described aboveCollateral Agent, and the Issuer hereby acknowledges such transfer. In Indenture Trustee on the event Closing Date (i.e. bankruptcy, corporate and tax opinions); (ix) the transactions set forth herein Indenture Trustee shall be deemed not to be have received a sale, written consent from the Seller hereby grants Initial Purchaser in the form of Exhibit C hereto; (x) the Depositor and the Trust shall have delivered to the Issuer as Indenture Trustee an executed copy of the a Subsequent Transfer Date a security interest Agreement, substantially in all the form 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 Exhibit E to the Sale and Servicing Agreement, (xi) the Trust and the Indenture Trustee shall have executed a Subsequent Mortgage LoansPledge Agreement, 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 substantially in the State form of Delaware Exhibit B hereto; and (xii) a Collateral Deficiency Event shall not have occurred and the Commonwealth of Pennsylvania (which shall be submitted for filing as of the continuing on such Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect nor shall a change in the name or corporate structure Collateral Deficiency Event occur as a result 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 thereofsuch transfer. (bc) The expenses In connection with the transfer, assignment and costs relating to the delivery pledge of the Subsequent Mortgage Loans, this Agreement the Originators and the Mortgage Loan Purchase Agreement Depositor shall be borne by satisfy the Seller. (c) Additional terms document delivery requirements set forth in Section 2.05 of the sale are set forth on Attachment A heretoSale and Servicing Agreement.