Common use of Sale of Initial Mortgage Loans Clause in Contracts

Sale of Initial Mortgage Loans. (a) GMACM, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, wherever located: (i) the GMACM Initial Mortgage Loans (including the Cut-Off Date Principal Balances now existing and all Additional Balances thereafter arising thereunder to and including the date immediately preceding the commencement of the Rapid Amortization Period relating thereto; 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 GMACM 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), all interest accruing thereon, all monies due or to become due thereon, and all collections in respect thereof received on or after the Cut-Off Date (other than interest thereon in respect of any period prior to the Cut-Off Date); (ii) the interest of GMACM in any insurance policies in respect of the GMACM Initial Mortgage Loans; and (iii) all proceeds of the foregoing; provided, however, that the Purchaser does not assume the obligation under each Loan Agreement relating to a Mortgage Loan to fund Draws to the Mortgagor thereunder, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that GMACM will retain the obligation to fund future Draws. Such conveyance shall be deemed to be made: (1) with respect to the Cut-Off Date Principal Balances, as of the Closing Date; and (2) with respect to the amount of each Additional Balance created on or after the Cut-Off Date and prior to the commencement of the Rapid Amortization Period, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by GMACM of consideration therefor as provided herein under clause (a) of Section 2.3.

Sale of Initial Mortgage Loans. (a) GMACM, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, wherever located: (i) the GMACM Initial Mortgage Loans (including the Cut-Off Date Principal Balances now existing and all Additional Balances thereafter arising thereunder to and including the date immediately preceding the commencement of the Rapid Amortization Period relating thereto; 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 GMACM 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), all interest accruing thereon, all monies due or to become due thereon, and all collections in respect thereof received on or after the Cut-Off Date (other than interest due thereon in respect of any period prior to the Cut-Off Date); (ii) the interest of GMACM in any insurance policies in respect of the GMACM Initial Mortgage Loans; and (iii) all proceeds of the foregoing; provided, however, that the Purchaser does not assume the obligation under each Loan Agreement relating to a Mortgage Loan to fund Draws to the Mortgagor thereunder, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that GMACM will retain the obligation to fund future Draws. Such conveyance shall be deemed to be made: (1) with respect to the Cut-Off Date Principal Balances, as of the Closing Date; and (2) with respect to the amount of each Additional Balance created on or after the Cut-Off Date and prior to the commencement of the Rapid Amortization Period, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by GMACM of consideration therefor as provided herein under clause (a) of Section 2.3.

Sale of Initial Mortgage Loans. (a) GMACM, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, wherever located: (i) the GMACM Initial Mortgage Loans (including the Cut-Off Date Principal Balances now existing and all Additional Balances thereafter arising thereunder to and including the date immediately preceding the commencement of the Rapid Amortization Period relating thereto; 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 GMACM 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), all interest accruing thereon, all monies due or to become due thereon, and all collections in respect thereof received on or after the Cut-Off Date (other than interest thereon in respect of any period prior to the Cut-Off Date); (ii) the interest of GMACM in any insurance policies in respect of the GMACM Initial Mortgage Loans; and (iii) all proceeds of the foregoing; provided, however, that the Purchaser does not assume the obligation under each Loan Agreement relating to a Mortgage Loan HELOC to fund Draws to the Mortgagor thereunder, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that GMACM will retain the obligation to fund future Draws. Such conveyance shall be deemed to be made: (1) with respect to the Cut-Off Date Principal Balances, as of the Closing Date; and (2) with respect to the amount of each Additional Balance created on or after the Cut-Off Date and prior to the commencement of the Rapid Amortization Period, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by GMACM of consideration therefor as provided herein under clause (a) of Section 2.3.

Sale of Initial Mortgage Loans. (a) GMACMThe Seller, by the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, and wherever located: (i) the GMACM Initial Mortgage Loans (including the Cut-Off Date Principal Balances now existing and all Additional Balances thereafter arising thereunder to and including the date immediately preceding the commencement of the Rapid Amortization Period relating thereto; 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 GMACM 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), all interest accruing thereon, all monies due or to become due thereon, and all collections in respect thereof received on or after the Cut-Off Date (other than interest thereon in respect of any period prior to the Cut-Off Date); (ii) the interest of GMACM the Seller in any insurance policies in respect of the GMACM Initial Mortgage Loans; and (iii) all proceeds of the foregoing; provided, however, that the Purchaser does not assume the obligation under each Loan Agreement relating to a Mortgage Loan HELOC to fund Draws to the Mortgagor thereunder, and the Purchaser shall not be obligated or permitted to fund any such Draws, it being agreed that GMACM the Seller will retain the obligation to fund future Draws. Such conveyance shall be deemed to be made: (1) with respect to the Cut-Off Date Principal Balances, as of the Closing Date; and (2) with respect to the amount of each Additional Balance created on or after the Cut-Off Date and prior to the commencement of the Rapid Amortization Period, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by GMACM the Seller of consideration therefor as provided herein under clause (a) of Section 2.32.6. In addition, the Issuer shall deposit with the Indenture Trustee from proceeds of the issuance of the Securities on the Closing Date (i) the Original Pre-Funded Amount for deposit in the Pre-Funding Account and (ii) the Interest Coverage Amount for deposit in the Capitalized Interest Account.

Sale of Initial Mortgage Loans. (a) GMACM, by Concurrently with the execution and delivery of this Agreement, the Seller does hereby selltransfer, assign, set over, deposit with and otherwise convey to the PurchaserDepositor, without recourse, subject to Sections 1.03 and 1.04, all of its the right, title and interest inof the Seller in and to the Initial Mortgage Loans. Such conveyance includes, without limitation, the right to all distributions of principal and under interest received on or with respect to the following, wherever located: (i) the GMACM Initial Mortgage Loans (including the Cut-Off Date Principal Balances now existing on and all Additional Balances thereafter arising thereunder to and including the date immediately preceding the commencement after April 1, 2002, other than payments of the Rapid Amortization Period relating thereto; provided, however, that any Principal Balance represented by a Draw made during the Rapid Amortization Period principal and interest thereon and money due on or to become due in respect thereof will not be or deemed to be transferred to the Purchaser, and GMACM in before 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), all interest accruing thereon, all monies due or to become due thereondate, and all collections in respect thereof such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or after the Cut-Off Date (other than interest thereon in with respect of any period prior to the Cut-Off Date); (ii) the interest of GMACM in any insurance policies in respect Initial Mortgage Loans on or after April 1, 2002, together with all of the GMACM Seller's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller's rights under any Insurance Policies relating to the Initial Mortgage Loans; , and (iii) all the Seller's security interest in any collateral pledged to secure the Initial Mortgage Loans, including the Mortgaged Properties and any proceeds of the foregoing; provided. Concurrently with the execution and delivery of this Agreement, however, that the Purchaser does not assume Seller hereby assigns to the obligation Depositor all of its rights and interest under each Loan Transfer Agreement relating to a Mortgage Loan to fund Draws to the Mortgagor and each Servicing Agreement, other than any servicing rights thereunder, and delegates to the Purchaser shall not be obligated or permitted Depositor all of its obligations thereunder, to fund any the extent relating to the Initial Mortgage Loans. Concurrently with the execution hereof, the Depositor tenders the purchase price of $194,953,329.13. The Depositor hereby accepts such Drawsassignment and delegation, it being agreed that GMACM will retain the obligation to fund future Draws. Such conveyance and shall be deemed entitled to be made: (1) with respect to exercise all the Cut-Off Date Principal Balancesrights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as of if the Closing Date; and (2) with respect Depositor had been a party to the amount of each Additional Balance created on or after the Cut-Off Date and prior to the commencement of the Rapid Amortization Period, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by GMACM of consideration therefor as provided herein under clause (a) of Section 2.3such agreement.

Sale of Initial Mortgage Loans. (a) GMACM, by Concurrently with the execution and delivery of this Agreement, the Seller does hereby selltransfer, assign, set over, deposit with and otherwise convey to the PurchaserDepositor, without recourse, subject to Sections 1.03 and 1.04, all of its the right, title and interest inof the Seller in and to the Initial Mortgage Loans. Such conveyance includes, without limitation, the right to all distributions of principal and under interest received on or with respect to the following, wherever located: (i) the GMACM Initial Mortgage Loans (including the Cut-Off Date Principal Balances now existing on and all Additional Balances thereafter arising thereunder to and including the date immediately preceding the commencement after February 1, 2002, other than payments of the Rapid Amortization Period relating thereto; provided, however, that any Principal Balance represented by a Draw made during the Rapid Amortization Period principal and interest thereon and money due on or to become due in respect thereof will not be or deemed to be transferred to the Purchaser, and GMACM in before 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), all interest accruing thereon, all monies due or to become due thereondate, and all collections in respect thereof such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or after the Cut-Off Date (other than interest thereon in with respect of any period prior to the Cut-Off Date); (ii) the interest of GMACM in any insurance policies in respect Initial Mortgage Loans on or after February 1, 2002, together with all of the GMACM Seller's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller's rights under any Insurance Policies relating to the Initial Mortgage Loans; , and (iii) all the Seller's security interest in any collateral pledged to secure the Initial Mortgage Loans, including the Mortgaged Properties and any proceeds of the foregoing; provided. Concurrently with the execution and delivery of this Agreement, however, that the Purchaser does not assume Seller hereby assigns to the obligation Depositor all of its rights and interest under each Loan Transfer Agreement relating to a Mortgage Loan to fund Draws to the Mortgagor and each Servicing Agreement, other than any servicing rights thereunder, and delegates to the Purchaser shall not be obligated or permitted Depositor all of its obligations thereunder, to fund any the extent relating to the Initial Mortgage Loans. Concurrently with the execution hereof, the Depositor tenders the purchase price of $670,055,144.26. The Depositor hereby accepts such Drawsassignment and delegation, it being agreed that GMACM will retain the obligation to fund future Draws. Such conveyance and shall be deemed entitled to be made: (1) with respect to exercise all the Cut-Off Date Principal Balancesrights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as of if the Closing Date; and (2) with respect Depositor had been a party to the amount of each Additional Balance created on or after the Cut-Off Date and prior to the commencement of the Rapid Amortization Period, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by GMACM of consideration therefor as provided herein under clause (a) of Section 2.3such agreement.

Sale of Initial Mortgage Loans. (a) GMACM, by Concurrently with the execution and delivery of this Agreement, the Bank does hereby selltransfer, assign, set over, deposit with and otherwise convey to the PurchaserDepositor, without recourse, subject to Sections 1.03 and 1.04, all of its the right, title and interest inof the Bank in and to the Initial Mortgage Loans. Such conveyance includes, without limitation, the right to all distributions of principal and under interest received on or with respect to the following, wherever located: (i) the GMACM Initial Mortgage Loans (including the Cut-Off Date Principal Balances now existing and all Additional Balances thereafter arising thereunder to and including the date immediately preceding the commencement on or after April 1, 2002, other than payments of the Rapid Amortization Period relating thereto; provided, however, that any Principal Balance represented by a Draw made during the Rapid Amortization Period principal and interest thereon and money due on or to become due in respect thereof will not be or deemed to be transferred to the Purchaser, and GMACM in before 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), all interest accruing thereon, all monies due or to become due thereondate, and all collections in respect thereof such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or after the Cut-Off Date (other than interest thereon in with respect of any period prior to the Cut-Off Date); (ii) the interest of GMACM in any insurance policies in respect Initial Mortgage Loans on or after April 1, 2002, together with all of the GMACM Bank's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Bank's rights under any Insurance Policies relating to the Initial Mortgage Loans; , and (iii) all the Bank's security interest in any collateral pledged to secure the Initial Mortgage Loans, including the Mortgaged Properties and any proceeds of the foregoing; provided. Concurrently with the execution and delivery of this Agreement, however, that the Purchaser does not assume Bank hereby assigns to the obligation Depositor all of its rights and interest under each Loan Transfer Agreement relating to a Mortgage Loan to fund Draws to the Mortgagor and each Servicing Agreement, other than any servicing rights thereunder, and delegates to the Purchaser shall not be obligated or permitted Depositor all of its obligations thereunder, to fund any the extent relating to the Initial Mortgage Loans. Concurrently with the execution hereof, the Depositor tenders the purchase price of $442,392,378.19. The Depositor hereby accepts such Drawsassignment and delegation, it being agreed that GMACM will retain the obligation to fund future Draws. Such conveyance and shall be deemed entitled to be made: (1) with respect to exercise all the Cut-Off Date Principal Balancesrights of the Bank under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as of if the Closing Date; and (2) with respect Depositor had been a party to the amount of each Additional Balance created on or after the Cut-Off Date and prior to the commencement of the Rapid Amortization Period, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by GMACM of consideration therefor as provided herein under clause (a) of Section 2.3such agreement.

Sale of Initial Mortgage Loans. (a) GMACM, by Concurrently with the execution and delivery of this Agreement, the Seller does hereby selltransfer, assign, set over, deposit with and otherwise convey to the PurchaserDepositor, without recourse, subject to Sections 1.03 and 1.04, all of its the right, title and interest inof the Seller in and to the Initial Mortgage Loans. Such conveyance includes, without limitation, the right to all distributions of principal and under interest received on or with respect to the following, wherever located: (i) the GMACM Initial Mortgage Loans (including the Cut-Off Date Principal Balances now existing on and all Additional Balances thereafter arising thereunder to and including the date immediately preceding the commencement after October 1, 2001, other than payments of the Rapid Amortization Period relating thereto; provided, however, that any Principal Balance represented by a Draw made during the Rapid Amortization Period principal and interest thereon and money due on or to become due in respect thereof will not be or deemed to be transferred to the Purchaser, and GMACM in before 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), all interest accruing thereon, all monies due or to become due thereondate, and all collections in respect thereof such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or after the Cut-Off Date (other than interest thereon in with respect of any period prior to the Cut-Off Date); (ii) the interest of GMACM in any insurance policies in respect Initial Mortgage Loans on or after October 1, 2001, together with all of the GMACM Seller's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller's rights under any Insurance Policies relating to the Initial Mortgage Loans; , and (iii) all the Seller's security interest in any collateral pledged to secure the Initial Mortgage Loans, including the Mortgaged Properties and any proceeds of the foregoing; provided. Concurrently with the execution and delivery of this Agreement, however, that the Purchaser does not assume Seller hereby assigns to the obligation Depositor all of its rights and interest under each Loan Transfer Agreement relating to a Mortgage Loan to fund Draws to the Mortgagor and each Servicing Agreement, other than any servicing rights thereunder, and delegates to the Purchaser shall not be obligated or permitted Depositor all of its obligations thereunder, to fund any the extent relating to the Initial Mortgage Loans. Concurrently with the execution hereof, the Depositor tenders the purchase price of $568,138,011.67. The Depositor hereby accepts such Drawsassignment and delegation, it being agreed that GMACM will retain the obligation to fund future Draws. Such conveyance and shall be deemed entitled to be made: (1) with respect to exercise all the Cut-Off Date Principal Balancesrights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as of if the Closing Date; and (2) with respect Depositor had been a party to the amount of each Additional Balance created on or after the Cut-Off Date and prior to the commencement of the Rapid Amortization Period, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by GMACM of consideration therefor as provided herein under clause (a) of Section 2.3such agreement.

Sale of Initial Mortgage Loans. (a) GMACM, by Concurrently with the execution and delivery of this Agreement, the Bank does hereby selltransfer, assign, set over, deposit with and otherwise convey to the PurchaserDepositor, without recourse, subject to Sections 1.03 and 1.04, all of its the right, title and interest inof the Bank in and to the Initial Mortgage Loans. Such conveyance includes, without limitation, the right to all distributions of principal and under interest received on or with respect to the following, wherever located: (i) the GMACM Initial Mortgage Loans (including the Cut-Off Date Principal Balances now existing and all Additional Balances thereafter arising thereunder to and including the date immediately preceding the commencement on or after February 1, 2002, other than payments of the Rapid Amortization Period relating thereto; provided, however, that any Principal Balance represented by a Draw made during the Rapid Amortization Period principal and interest thereon and money due on or to become due in respect thereof will not be or deemed to be transferred to the Purchaser, and GMACM in before 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), all interest accruing thereon, all monies due or to become due thereondate, and all collections in respect thereof such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date, all Prepayment Charges received on or after the Cut-Off Date (other than interest thereon in with respect of any period prior to the Cut-Off Date); (ii) the interest of GMACM in any insurance policies in respect Initial Mortgage Loans on or after February 1, 2002, together with all of the GMACM Bank's right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Bank's rights under any Insurance Policies relating to the Initial Mortgage Loans; , and (iii) all the Bank's security interest in any collateral pledged to secure the Initial Mortgage Loans, including the Mortgaged Properties and any proceeds of the foregoing; provided. Concurrently with the execution and delivery of this Agreement, however, that the Purchaser does not assume Bank hereby assigns to the obligation Depositor all of its rights and interest under each Loan Transfer Agreement relating to a Mortgage Loan to fund Draws to the Mortgagor and each Servicing Agreement, other than any servicing rights thereunder, and delegates to the Purchaser shall not be obligated or permitted Depositor all of its obligations thereunder, to fund any the extent relating to the Initial Mortgage Loans. Concurrently with the execution hereof, the Depositor tenders the purchase price of $739,434,270.41. The Depositor hereby accepts such Drawsassignment and delegation, it being agreed that GMACM will retain the obligation to fund future Draws. Such conveyance and shall be deemed entitled to be made: (1) with respect to exercise all the Cut-Off Date Principal Balancesrights of the Bank under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as of if the Closing Date; and (2) with respect Depositor had been a party to the amount of each Additional Balance created on or after the Cut-Off Date and prior to the commencement of the Rapid Amortization Period, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by GMACM of consideration therefor as provided herein under clause (a) of Section 2.3such agreement.

Sale of Initial Mortgage Loans. (a) GMACM, by Concurrently with the execution and delivery of this Agreement, the Seller does hereby selltransfer, assign, set over, deposit with and otherwise convey to the PurchaserDepositor, without recourse, subject to Sections 1.03 and 1.04, all of its the right, title and interest in, of the Seller in and to and under the following, wherever located: (i) the GMACM Initial Mortgage Loans (including identified on Schedules A-1 and A-2 hereto, having an aggregate Scheduled Principal Balance as of the Cut-Off off Date Principal Balances now existing and of $87,401,981.89. Such conveyance includes, without limitation, the right to all Additional Balances thereafter arising thereunder to and including the date immediately preceding the commencement distributions of the Rapid Amortization Period relating thereto; provided, however, that any Principal Balance represented by a Draw made during the Rapid Amortization Period principal 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 GMACM 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), all interest accruing thereon, all monies due or to become due thereon, and all collections in respect thereof received on or with respect to the Initial Mortgage Loans on and after the Cut-Off Date (off Date, other than payments of principal and interest thereon in respect of any period due on or before such date, and all such payments due after such date but received prior to such date and intended by the Cut-Off Date); (ii) the interest of GMACM in any insurance policies in respect related Mortgagors to be applied after such date, together with all of the GMACM Seller’s right, title and interest in and to each related account and all amounts from time to time credited to and the proceeds of such account, any REO Property and the proceeds thereof, the Seller’s rights under any Insurance Policies relating to the Initial Mortgage Loans; , the Seller’s security interest in any collateral pledged to secure the Initial Mortgage Loans, including the Mortgaged Properties, and (iii) all any proceeds of the foregoing; provided. Concurrently with the execution and delivery of this Agreement, however, that the Purchaser does not assume Seller hereby assigns to the obligation Depositor all of its rights and interest under each Loan Transfer Agreement relating to a Mortgage Loan to fund Draws to the Mortgagor and each Servicing Agreement, other than any servicing rights retained thereunder, and delegates to the Purchaser shall not Depositor all of its obligations thereunder, to the extent relating to the Initial Mortgage Loans. The Seller and the Depositor further agree that this Agreement incorporates the terms and conditions of any assignment and assumption agreement or other assignment document required to be obligated or permitted to fund entered into under any of the Transfer Agreements (any such Drawsdocument, it being agreed an “Assignment Agreement”) and that GMACM will retain this Agreement constitutes an Assignment Agreement under such Transfer Agreement, and the obligation to fund future DrawsDepositor hereby assumes the obligations of the assignee under each such Assignment Agreement. Such conveyance Concurrently with the execution hereof, the Depositor tenders the purchase price of $87,401,981.89. The Depositor hereby accepts such assignment and delegation, and shall be deemed entitled to be made: (1) with respect to exercise all the Cut-Off Date Principal Balancesrights of the Seller under each Transfer Agreement and each Servicing Agreement, other than any servicing rights thereunder, as of if the Closing Date; and (2) with respect Depositor had been a party to the amount of each Additional Balance created on or after the Cut-Off Date and prior to the commencement of the Rapid Amortization Period, as of the later of the Closing Date and the date that the corresponding Draw was made pursuant to the related Loan Agreement, subject to the receipt by GMACM of consideration therefor as provided herein under clause (a) of Section 2.3such agreement.