Common use of Funding Account Clause in Contracts

Funding Account. With respect to any Borrowing the proceeds of which have been deposited in the Funding Account in accordance with Section 2.04, the Borrower shall deliver a certificate, in Agreed Form (a “Holding Period Release Request”) to the Administrative Agent requesting the release of the relevant Loans from the Funding Account to the account and in the amount specified in the applicable Borrowing Request no later than 2:00 p.m., New York City time, on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held in the Funding Account, in like funds, to the account of the Borrower designated in the applicable Borrowing Request. For the avoidance of doubt, interest will accrue, in accordance with Section 2.10, on the applicable Loans while in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or if a Default or an Event of Default has occurred and is continuing, the Administrative Agent shall direct the Security Trustee to repay the Loans then held in the Funding Account to the applicable Lenders, in amounts corresponding to the amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days after the end of the applicable Holding Period or the occurrence of a Default or Event of Default. With respect to a repayment of Loans pursuant to this Section 2.05, (i) any amounts of accrued interest shall be payable on demand and (ii) any amounts owing under Section 2.14 shall be paid by the Borrower in accordance with such Section.

Funding Account. With respect (a) On or prior to any Borrowing the proceeds Closing Date, Trustee shall establish and maintain with a Qualified Institution, which may be Trustee, in the name of which have been the Trust, on behalf of the Trust, for the benefit of the Series 2005-1 Certificateholders and the Holder of the Transferor Interest, a segregated trust account (the "Funding Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-1 Certificateholders and the Holder of the Transferor Interest. Except as otherwise provided in this Section 4.19, Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Funding Account and in accordance with Section 2.04, all proceeds thereof. The Funding Account shall be under the Borrower shall deliver a certificate, in Agreed Form (a “Holding Period Release Request”) to sole dominion and control of Trustee for the Administrative Agent requesting the release benefit of the relevant Loans Series 2005-1 Certificateholders and the Holder of the Transferor Interest. If at any time the institution holding the Funding Account ceases to be a Qualified Institution, Servicer shall notify Trustee in writing, and the Trustee upon being notified (or Servicer on its behalf) shall, within ten (10) Business Days (or such longer period as to which the Rating Agencies may consent) establish a new Funding Account meeting the conditions specified above with a Qualified Institution and shall transfer any cash or any investments to such new Funding Account. Trustee, at the written direction of Servicer, shall (i) make withdrawals from the Funding Account from time to time in an amount up to the account Available Funding Account Amount at such time, for the purposes set forth in this Supplement, and (ii) on each Transfer Date prior to termination of the Funding Account, make a deposit into the Funding Account in the amount specified in, and otherwise in accordance with, subsection 4.19(d). (b) Funds on deposit in the applicable Borrowing Request no later than 2:00 p.m., New York City time, on the requested date of such release (such date Funding Account shall be a invested at the written direction of Servicer by Trustee in Permitted Investments. Funds on deposit in the Funding Account on any Transfer Date, after giving effect to any withdrawals from and deposits to the Funding Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Business Day. On each Transfer Date, the Investment Earnings, if any, accrued since the preceding Transfer Date on funds on deposit in the Funding Account shall be paid to the Holder of the Transferor Interest by Trustee upon written direction of Servicer. For purposes of determining the availability of funds or the balance in the Funding Account for any reason under this Supplement, all such Investment Earnings shall be deemed not to be available or on deposit. (c) On the Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release RequestAdjustment Date on which the Investor Interest will increase, the Administrative Agent will direct Available Funding Account Amount shall be withdrawn from the Security Trustee to make such Loans available Funding Account and deposited to the Borrower Spread Account to the extent of any Spread Account Deficiency that will exist on such Adjustment Date (calculated by promptly transferring assuming that such increase will occur). On any Adjustment Date on which the applicable Loans Investor Interest will decrease, the Available Funding Account Amount shall be withdrawn from the Funding Account and applied pursuant to Section 4.11(a)(v)(C) to the extent that amounts available pursuant to Section 4.11(a)(v)(A) and (including B) are not sufficient to pay the full Reduction Amount. To the extent that amounts on deposit in the Funding Account include Collections of Principal Receivables, such amounts will not be deemed to constitute "amounts on deposit in the Principal Accounts" for purposes of the definition of the Transferor Interest or otherwise included in the calculation of the Transferor Interest and the Transferor Interest shall be calculated as if such amounts had been distributed to Transferor. (d) If on any interest accrued thereon) held in Business Day, after giving effect to any withdrawals from the Funding Account, the Available Funding Account Amount is less than the Designated Funding Account Amount then in like fundseffect, Collections shall be deposited into the Funding Account pursuant to subsection 4.03A(b) and subsection 4.07(ii) up to the account amount of the Borrower designated in the applicable Borrowing Request. For the avoidance of doubtFunding Account Deficiency. (e) If, interest will accrue, in accordance with Section 2.10, on the applicable Loans while in after giving effect to all deposits to and withdrawals from the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or if a Default or an Event of Default has occurred and is continuingAccount on any Business Day, the Administrative Agent shall direct the Security Trustee to repay the Loans then held amount on deposit in the Funding Account to exceeds the applicable LendersDesignated Funding Account Amount, in amounts corresponding to the amounts advanced for such Borrowing by such Lender Trustee, acting in accordance with Section 2.04(a) within two (2) Business Days after the end instructions of Servicer, shall pay such amounts to the Holder of the applicable Holding Period or the occurrence of a Default or Event of Default. With respect to a repayment of Loans pursuant to this Section 2.05, (i) any amounts of accrued interest shall be payable on demand and (ii) any amounts owing under Section 2.14 shall be paid by the Borrower in accordance with such SectionTransferor Interest.

Funding Account. With (a) On each Payment Date during the Revolving Period, the Servicer shall instruct the Indenture Trustee to withdraw from the Custodial Account and deposit into the Funding Account the aggregate amount of Principal Collections remaining after the purchase of all Additional Balances and Subsequent Mortgage Loans on or prior to such Payment Date. (b) The Servicer may cause the institution maintaining the Funding Account to invest any funds therein in Permitted Investments having a maturity of up to 90 days or maturing or otherwise available not later than the Business Day preceding the related Payment Date on which funds are scheduled to be withdrawn to purchase Subsequent Mortgage Loans; provided, that any investment in an obligation of the institution with which the Funding Account is maintained may mature on or before 10:30 a.m., New York time, on such Payment Date; and provided further, that no such investment may be sold or disposed of prior to maturity. At any time when the Indenture Trustee is maintaining the Funding Account, any request by the Servicer to invest funds on deposit therein shall be in writing, delivered to the Indenture Trustee at or before 10:30 a.m., New York time, if such investment is to be made on such day. The Servicer shall certify that the requested investment is a Permitted Investment maturing at or prior to the time required hereby. Any such investment shall be registered in the name of the Indenture Trustee or its nominee, and to the extent that any such investment is certificated, such investment shall be maintained with the Indenture Trustee at its Corporate Trust Office. All net income or other gain received from any such investment shall be for the account of the Servicer. The amount of any net losses incurred in respect of the principal amount of any such investment shall be deposited into the Funding Account by the Servicer out of its own funds immediately as realized. (c) From time to time withdrawals shall be made from the Funding Account by the Servicer as follows: (i) on each Payment Date during the Revolving Period, any Borrowing the proceeds of which have been deposited amounts on deposit in the Funding Account in accordance with Section 2.04shall be withdrawn and applied, to the Borrower shall deliver a certificateextent available, in Agreed Form the following order: (a “Holding Period Release Request”A) to the Administrative Agent requesting Seller, as payment for Additional Balances, if any, in an amount equal to (1) the release aggregate of all Draws during the related Collection Period or (2) if the Seller has directed the Servicer to apply amounts on deposit in the Custodial Account representing Principal Collections received during such Collection Period to the purchase of Additional Balances, the excess, if any, of the relevant Loans from aggregate of all Draws during the Funding Account related Collection Period over Principal Collections for such Collection Period; and (B) to the account and Seller, as payment for Subsequent Mortgage Loans, if any, in an amount equal to (1) the aggregate Principal Balance of all such Subsequent Mortgage Loans during the related Collection Period or (2) if the Seller has directed the Servicer to apply amounts on deposit in the amount specified in Custodial Account representing Principal Collections for such Collection Period not applied toward the applicable Borrowing Request no later than 2:00 p.m.purchase of Additional Balances or toward the purchase of Subsequent Mortgage Loans, New York City timethe excess, if any, of the aggregate Principal Balance of all such Subsequent Mortgage Loans over such Principal Collections; and (ii) on the requested date of such release (such date shall be a Business Day in last Payment Date during the applicable Holding Revolving Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held amounts remaining on deposit in the Funding Account, in like funds, after giving effect to the account of the Borrower designated in the applicable Borrowing Request. For the avoidance of doubt, interest will accrue, in accordance with Section 2.10, on the applicable Loans while in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or if a Default or an Event of Default has occurred and is continuing, the Administrative Agent shall direct the Security Trustee to repay the Loans then held in the Funding Account to the applicable Lenders, in amounts corresponding to the amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days after the end of the applicable Holding Period or the occurrence of a Default or Event of Default. With respect to a repayment of Loans pursuant to this Section 2.05, clause (i) any amounts of accrued interest above, shall be payable on demand and (ii) any amounts owing under deposited into the Note Payment Account for payment to the Noteholders pursuant to Section 2.14 shall be paid by 3.05 of the Borrower in accordance with such SectionIndenture.

Funding Account. With respect to any Borrowing (a) No later than the proceeds Closing Date, the Indenture Trustee shall establish and maintain on behalf of itself one or more segregated trust accounts, which have been deposited in shall be Eligible Accounts, titled "Funding Account, Wells Fargo Bank, N.A., xx Indenture Trustee for GMACM Home Equity Loan Trust 2004-HE3" (the "Funding Account"). The Indenture Trustee shall establish within the Funding Account a sub-account, titled "Reserve Sub-Account," as set forth in accordance with Section 2.043.17 of this Agreement. On each Payment Date during the Revolving Period, the Borrower Servicer shall deliver withdraw from the Custodial Account and deposit into the Funding Account (but not the Reserve Sub-Account) the aggregate amount of Principal Collections remaining after the purchase of all Additional Balances or Subsequent Mortgage Loans on or prior to such Payment Date. (b) The Servicer may cause the institution maintaining the Funding Account to invest any funds therein in Permitted Investments having a certificatematurity of up to 90 days or maturing or otherwise available not later than the Business Day preceding the related Payment Date on which funds are scheduled to be withdrawn to purchase Subsequent Mortgage Loans; provided, that any investment in Agreed Form (an obligation of the institution with which the Funding Account is maintained may mature on or before 10:30 a.m., New York time, on such Payment Date; and provided further, that no such investment may be sold or disposed of prior to maturity. In addition, no such Permitted Investment shall be purchased at a “Holding Period Release Request”) price in excess of par. At any time when the Indenture Trustee is maintaining the Funding Account, any request by the Servicer to invest funds on deposit therein shall be in writing, delivered to the Administrative Agent requesting Indenture Trustee at or before 10:30 a.m., New York time, if such investment is to be made on such day. The Servicer shall certify that the release requested investment is a Permitted Investment maturing at or prior to the time required hereby. Any such investment shall be registered in the name of the relevant Loans Indenture Trustee or its nominee, and to the extent that any such investment is certificated, such investment shall be maintained with the Indenture Trustee at its Corporate Trust Office. All net income or other gain received from any such investment shall be deposited into or credited to the Note Payment Account. (c) From time to time withdrawals shall be made from the Funding Account to by the account and in Servicer as follows: (i) on each Payment Date during the amount specified in the applicable Borrowing Request no later than 2:00 p.m.Revolving Period, New York City time, any amounts on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held deposit in the Funding Account, in like fundsincluding Excess Spread, shall be withdrawn and applied, to the account extent available, in the following order: (A) to GMACM, as payment for Additional Balances, if any, in an amount equal to (1) the aggregate of all Draws during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the Custodial Account representing Principal Collections received during such Collection Period to the purchase of Additional Balances, the excess, if any, of the Borrower designated aggregate of all Draws during the related Collection Period over Principal Collections for such Collection Period; and (B) to each Seller, as payment for Subsequent Mortgage Loans, if any, in an amount equal to (1) the aggregate Principal Balance of all such Subsequent Mortgage Loans purchased from such Seller during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the applicable Borrowing Request. For Custodial Account representing Principal Collections for such Collection Period toward the avoidance purchase of doubtSubsequent Mortgage Loans, interest will accruethe excess, in accordance with Section 2.10if any, of the aggregate Principal Balance of all such Subsequent Mortgage Loans purchased from such Seller over such Principal Collections; (ii) on the applicable Loans while last Payment Date during the Revolving Period, any amounts remaining on deposit in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or , if a Default or an Event of Default has occurred and is continuingany, the Administrative Agent shall direct the Security Trustee after giving effect to repay the Loans then held in the Funding Account to the applicable Lenders, in amounts corresponding to the amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days after the end of the applicable Holding Period or the occurrence of a Default or Event of Default. With respect to a repayment of Loans pursuant to this Section 2.05, clause (i) any amounts of accrued interest above, shall be payable on demand and (ii) any amounts owing under deposited into the Note Payment Account for payment to the Noteholders pursuant to Section 2.14 shall be paid by 3.05 of the Borrower in accordance with such SectionIndenture.

Funding Account. With On or before the issuance of the Certificates, Xxxxxx Xxx shall either (i) open with an Eligible Depository one or more trust accounts in the name of the Trustee of the Trust Fund that shall collectively be the “Funding Account”, (ii) in lieu of maintaining any such account or accounts, maintain the Funding Account by means of appropriate entries on its books and records or (iii) maintain the Funding Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Funding Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as funds held in the Funding Account by, or for the account of, the Trustee shall at all times be identified. To the extent that the Funding Account is maintained by the Trustee in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Funding Account shall be deemed to refer to credits and debits to the related books of the Trustee. The Funding Account shall be held in a non-interest bearing account and the funds therein shall not be invested. Xxxxxx Mae, as soon as practicable following the initial publication of Class Factors pursuant to Section 3.08, shall deposit in the Funding Account an amount equal to the aggregate amount required to be distributed on the initial Distribution Date in respect to any Borrowing of the proceeds of which have been Designated Funding Classes (the “Initial Funding Amount”). On the initial Distribution Date for the Designated Funding Classes, Xxxxxx Xxx shall withdraw all amounts so deposited in the Funding Account and deposit the same in accordance with Section 2.04the Certificate Account in order to effect the required distributions thereon. As promptly as practicable following the Related Security Distribution Due Date, Xxxxxx Mae shall withdraw from the Borrower shall deliver a certificate, Certificate Account all amounts held therein in Agreed Form (a “Holding Period Release Request”) respect of the Mortgage Securities relating to the Administrative Agent requesting Designated Funding Classes and deposit the release of the relevant Loans from the Funding Account to the account and in the amount specified in the applicable Borrowing Request no later than 2:00 p.m., New York City time, on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held same in the Funding Account, in like fundssubject to withdrawal as hereinafter provided. As promptly as practicable following the second publication of Class Factors pursuant to Section 3.08, to the account of the Borrower designated in the applicable Borrowing Request. For the avoidance of doubt, interest will accrue, in accordance with Section 2.10, on the applicable Loans while in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or if a Default or an Event of Default has occurred and is continuing, the Administrative Agent Xxxxxx Xxx shall direct the Security Trustee to repay the Loans then held deposit in the Funding Account any amount by which the aggregate amount required to be distributed in respect of the Designated Funding Classes on the following Distribution Date is in excess of the amount at the time on deposit therein. As promptly as practicable following the Related Security Distribution Due Date, Xxxxxx Mae shall withdraw from the Certificate Account all amounts held therein in respect of the Mortgage Securities relating to the applicable Lenders, Designated Funding Classes and (a) deposit in amounts corresponding the Funding Account any such amount as shall be necessary to make the amount held therein equal to the Initial Funding Amount and (b) pay over to itself any amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days remaining after the end deposit referred to in (a) above. Similar requirements and procedures for deposit in the Certificate Account, withdrawal from the Certificate Account and subsequent deposit into the Funding Account shall apply for the remainder of the applicable Holding Period or life of the occurrence Trust Fund provided, however, that Xxxxxx Xxx may withdraw from the Funding Account and remit to itself such additional amounts as it may determine from time to time to be in excess of a Default or Event of Default. With the amounts necessary to satisfy the above-specified deposit requirements with respect to a repayment of Loans pursuant to this Section 2.05, (i) any amounts of accrued interest shall be payable on demand and (ii) any amounts owing under Section 2.14 shall be paid by the Borrower in accordance with such SectionCertificate Account.

Funding Account. With respect to any Borrowing (a) No later than the proceeds Closing Date, the Indenture Trustee shall establish and maintain on behalf of the Enhancer and the Noteholders one or more segregated trust accounts, which have been deposited in shall be Eligible Accounts, titled "Funding Account, JPMorgan Chase Bank, as Indenture Trustee for Wachovia Asset Securitization, Inc. 2002-HE2 Trust" (the "Funding Account"). On each Payment Date during the Revolving Period, the Servicer shall withdraw from the Custodial Account and deposit into the Funding Account (i) the aggregate amount of Principal Collections remaining after the purchase of all Additional Balances and (ii) from Excess Spread the amount necessary to be applied so that the Overcollateralization Amount is not less than the Overcollateralization Target Amount, in respect of the Additional Balance Increase Amount on or prior to such Payment Date, in each case to the extent available pursuant to the provisions of Section 3.05(a) of the Indenture. (b) The Servicer may cause the institution maintaining the Funding Account to invest any funds therein in Permitted Investments having a maturity of up to 90 days or maturing or otherwise available not later than the Business Day preceding the related Payment Date on which funds are scheduled to be withdrawn to purchase Additional Balances, provided that no such investment may be sold or disposed of prior to maturity. In addition, no such Permitted Investment shall be purchased at a price in excess of par. At any time when the Indenture Trustee is maintaining the Funding Account, any request by the Servicer to invest funds on deposit therein shall be in writing, delivered to the Indenture Trustee at or before 10:30 a.m., New York time, if such investment is to be made on such day. The Servicer shall certify that the requested investment is a Permitted Investment maturing at or prior to the time required hereby. Any such investment shall be registered in the name of the Indenture Trustee or its nominee, and to the extent that any such investment is certificated, such investment shall be maintained with the Indenture Trustee at its Corporate Trust Office. All net income or other gain received from any such investment shall be deposited into or credited to the Custodial Account as Interest Collections, and may be withdrawn therefrom in accordance with Section 2.04, the Borrower shall deliver a certificate, in Agreed Form (a “Holding Period Release Request”) to the Administrative Agent requesting the release 3.05 of the relevant Loans Indenture. (c) From time to time withdrawals shall be made from the Funding Account to by the account and in Servicer as follows: (i) on each Payment Date during the amount specified in the applicable Borrowing Request no later than 2:00 p.m.Revolving Period, New York City time, any amounts on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held deposit in the Funding Account, in like fundsincluding Excess Spread, shall be withdrawn and applied, to the account extent available to the Seller, as designee of the Borrower designated Depositor, as payment for Additional Balances, if any, in an amount equal to (A) the aggregate of all Draws during the related Collection Period or (B) if the Servicer has applied amounts on deposit in the applicable Borrowing Request. For Custodial Account representing Principal Collections received during such Collection Period to the avoidance purchase of doubtAdditional Balances, interest will accruethe excess, in accordance with Section 2.10if any, of the aggregate of all Draws during the related Collection Period over Principal Collections for such Collection Period; (ii) on the Payment Date immediately following the last day of the Revolving Period, or if the last day of the Revolving Period is a Payment Date, on the applicable Loans while such Payment Date, any amounts remaining on deposit in the Funding Account. If , if any, after giving effect to clause (i) above, shall be first deposited into the Administrative Agent does not receive Distribution Account an effective Holding Period Release Request during amount equal to the applicable Holding Period or if a Default or an Event lesser of Default has occurred (A) the Additional Balance Increase Amount and is continuing, (B) the Administrative Agent shall direct the Security Trustee to repay the Loans then held amount on deposit in the Funding Account Account, and then to the applicable Lenders, in amounts corresponding Note Payment Account for payment to the amounts advanced for such Borrowing by such Lender in accordance with Noteholders pursuant to Section 2.04(a) within two (2) Business Days after the end 3.05 of the applicable Holding Period or the occurrence of a Default or Event of Default. With respect to a repayment of Loans pursuant to this Section 2.05, (i) any amounts of accrued interest shall be payable on demand and (ii) any amounts owing under Section 2.14 shall be paid by the Borrower in accordance with such SectionIndenture.

Funding Account. With respect to any Borrowing (a) No later than the proceeds Closing Date, the Indenture Trustee shall establish and maintain in its trust department a trust account, which shall not be interest-bearing, titled "MCG Master Trust Funding Account" (the "Funding Account"). The Funding Account shall constitute part of which have been deposited the Trust Fund and may only be invested in Permitted Instruments. The Indenture Trustee shall, promptly upon receipt, deposit in the Funding Account in accordance with and retain therein: (i) the Commercial Loan Cash Proceeds received from Series 2000-1 Noteholders; (ii) amounts transferred from the Principal and Interest Account pursuant to Section 2.044.04(a); and (iii) amounts deposited therein pursuant to the terms of a Terms Supplement. (b) On each Transfer Date, the Borrower Servicer shall deliver a certificate, in Agreed Form (a “Holding Period Release Request”) instruct the Indenture Trustee to the Administrative Agent requesting the release of the relevant Loans withdraw from the Funding Account the amount determined pursuant to Section 2.09(a)(ii) and pay such amount to or upon the order of the Seller with respect to such transfer. (c) Provided that after giving effect to such payment the Subordination Amount for each Series is at least equal to its related Minimum Subordination Amount and no uncured Default has occurred, the Indenture Trustee shall pay to or upon the order of the Seller the amount set forth in an Issuer Request delivered to the account and in the amount specified in the applicable Borrowing Request no later than 2:00 p.m., New York City time, Indenture Trustee. (d) If on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held Termination Date amounts still remain in the Funding Account, in like funds, to the account of Servicer shall instruct the Borrower designated in the applicable Borrowing Request. For the avoidance of doubt, interest will accrue, in accordance with Section 2.10, on the applicable Loans while in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or if a Default or an Event of Default has occurred and is continuing, the Administrative Agent shall direct the Security Indenture Trustee to repay the Loans then held in withdraw from the Funding Account to no later than the applicable Lenders, Business Day preceding the immediately following Determination Date and deposit such amounts in the Principal and Interest Account. Any amounts corresponding to the amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days after the end so transferred shall be deemed part of the applicable Holding Period or the occurrence of a Default or Event of Default. With respect to a repayment of Loans pursuant to this Section 2.05, (i) any amounts of accrued interest shall be payable on demand and (ii) any amounts owing under Section 2.14 shall be paid by the Borrower in accordance with such SectionAvailable Funds.

Funding Account. With respect to any Borrowing (a) No later than the proceeds Closing Date, the Indenture Trustee shall establish and maintain on behalf of itself one or more segregated trust accounts, which have been deposited in shall be Eligible Accounts, titled "Funding Account, JPMorgan Chase Bank, National Association, as Indenture Trustee for GMACM Home Equity Loan Trust 2006-HE1" (the "Funding Account"). On each Payment Date during the Revolving Period, the Servicer shall withdraw from the Custodial Account and deposit into the Funding Account the aggregate amount of Principal Collections remaining after the purchase of all Additional Balances or Subsequent Mortgage Loans on or prior to such Payment Date. (b) The Servicer may cause the institution maintaining the Funding Account to invest any funds therein in Permitted Investments having a maturity of up to 90 days or maturing or otherwise available not later than the Business Day preceding the related Payment Date on which funds are scheduled to be withdrawn to purchase Subsequent Mortgage Loans; provided, that any investment in an obligation of the institution with which the Funding Account is maintained may mature on or before 10:30 a.m., New York time, on such Payment Date; and provided further, that no such investment may be sold or disposed of prior to maturity. In addition, no such Permitted Investment shall be purchased at a price in excess of par. At any time when the Indenture Trustee is maintaining the Funding Account, any request by the Servicer to invest funds on deposit therein shall be in writing, delivered to the Indenture Trustee at or before 10:30 a.m., New York time, if such investment is to be made on such day. The Servicer shall certify that the requested investment is a Permitted Investment maturing at or prior to the time required hereby. Any such investment shall be registered in the name of the Indenture Trustee or its nominee, and to the extent that any such investment is certificated, such investment shall be maintained with the Indenture Trustee at its Corporate Trust Office. All net income or other gain received from any such investment shall be deposited into or credited to the Note Payment Account. In no event shall the Indenture Trustee be liable for any investment losses on Permitted Investments held in or credited to the Note Payment Account, provided that such investments are made in accordance with Section 2.04, the Borrower provisions of this Agreement and the Indenture Trustee is not the obligor under the Permitted Investment. (c) From time to time withdrawals shall deliver a certificate, in Agreed Form (a “Holding Period Release Request”) to the Administrative Agent requesting the release of the relevant Loans be made from the Funding Account to by the account and in Servicer as follows: (i) on each Payment Date during the amount specified in the applicable Borrowing Request no later than 2:00 p.m.Revolving Period, New York City time, any amounts on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held deposit in the Funding Account, in like fundsincluding Excess Spread, shall be withdrawn and applied, to the account extent available, in the following order: (A) to GMACM, as payment for Additional Balances, if any, in an amount equal to (1) the aggregate of all Draws during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the Custodial Account representing Principal Collections received during such Collection Period to the purchase of Additional Balances, the excess, if any, of the Borrower designated aggregate of all Draws during the related Collection Period over Principal Collections for such Collection Period; and (B) to each Seller, as payment for Subsequent Mortgage Loans that are HELOCs, if any, in an amount equal to (1) the aggregate Principal Balance of all such Subsequent Mortgage Loans purchased from such Seller during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the applicable Borrowing Request. For Custodial Account representing Principal Collections for such Collection Period toward the avoidance purchase of doubtSubsequent Mortgage Loans that are HELOCs, interest will accruethe excess, in accordance with Section 2.10if any, of the aggregate Principal Balance of all such Subsequent Mortgage Loans purchased from such Seller over such Principal Collections; (ii) on the applicable Loans while last Payment Date during the Revolving Period, any amounts remaining on deposit in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or , if a Default or an Event of Default has occurred and is continuingany, the Administrative Agent shall direct the Security Trustee after giving effect to repay the Loans then held in the Funding Account to the applicable Lenders, in amounts corresponding to the amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days after the end of the applicable Holding Period or the occurrence of a Default or Event of Default. With respect to a repayment of Loans pursuant to this Section 2.05, clause (i) any amounts of accrued interest above, shall be payable on demand and (ii) any amounts owing under deposited into the Note Payment Account for payment to the Noteholders pursuant to Section 2.14 shall be paid by 3.05 of the Borrower in accordance with such SectionIndenture.

Funding Account. With (a) No later than the Closing Date, the Indenture Trustee shall establish and maintain on behalf of the Enhancer and the Noteholders one or more segregated trust accounts, which shall be Eligible Accounts, titled “Funding Account, Xxxxx Fargo Bank Minnesota, N.A., as Indenture Trustee for Wachovia Asset Securitization, Inc. 2003-HE1 Trust” (the “Funding Account”). On each Payment Date during the Revolving Period, the Servicer shall withdraw from the Custodial Account and deposit into the Funding Account (i) the aggregate amount of Principal Collections remaining after the purchase of all Additional Balances and Subsequent Mortgage Loans, (ii) from Excess Spread the amount necessary to be applied so that the Overcollateralization Amount is not less than the Overcollateralization Target Amount, and (iii) to the Distribution Account, the Additional Balance Increase Amount, in each case to the extent available pursuant to the provisions of Section 3.05(a) of the Indenture. (b) On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee in writing to withdraw from the Funding Account an amount equal to the aggregate Principal Balance as of the related Subsequent Cut-Off Date of the Subsequent Mortgage Loans to be sold to the Trust on such Subsequent Transfer Date and allocate such withdrawal to amounts on deposit in the Funding Account, and to pay such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in this Agreement, in the Purchase Agreement and in the related Subsequent Transfer Agreement with respect thereto. (c) The Servicer may cause the institution maintaining the Funding Account to invest any Borrowing funds therein in Permitted Investments having a maturity of up to 90 days or maturing or otherwise available not later than the proceeds Business Day preceding the related Payment Date on which funds are scheduled to be withdrawn to purchase Subsequent Mortgage Loans or Additional Balances, provided that no such investment may be sold or disposed of prior to maturity. If no instructions are received as to which have been Permitted Investments the funds are to be invested in, the funds shall be invested in Permitted Investments described in clause v of such definition. In addition, no such Permitted Investment shall be purchased at a price in excess of par. At any time when the Indenture Trustee is maintaining the Funding Account, any request by the Servicer to invest funds on deposit therein shall be in writing, delivered to the Indenture Trustee at or before 10:30 a.m., New York time, if such investment is to be made on such day. The Servicer shall certify that the requested investment is a Permitted Investment maturing at or prior to the time required hereby. Any such investment shall be registered in the name of the Indenture Trustee or its nominee, and to the extent that any such investment is certificated, such investment shall be maintained with the Indenture Trustee at its Corporate Trust Office. All net income or other gain received from any such investment shall be deposited into or credited to the Custodial Account as Interest Collections, and may be withdrawn therefrom in accordance with Section 3.05 of the Indenture. (d) From time to time the Indenture Trustee shall make withdrawals from the Funding Account in accordance with Section 2.04, the Borrower shall deliver a certificate, in Agreed Form (a “Holding Period Release Request”) to the Administrative Agent requesting the release of the relevant Loans written instructions from the Funding Account to Servicer as follows: (i) on each Payment Date during the account and in the amount specified in the applicable Borrowing Request no later than 2:00 p.m.Revolving Period, New York City time, any amounts on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held deposit in the Funding Account, in like fundsincluding Excess Spread, shall be withdrawn and applied, to the account extent available to the Seller, as designee of the Borrower designated Depositor, as payment for Additional Balances, if any, in an amount equal to (A) the aggregate of all Draws during the related Collection Period or (B) if the Servicer has applied amounts on deposit in the applicable Borrowing Request. For Custodial Account representing Principal Collections received during such Collection Period to the avoidance purchase of doubtAdditional Balances, interest will accruethe excess, in accordance with Section 2.10if any, of the aggregate of all Draws during the related Collection Period over the amount on the applicable Loans while deposit in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or if a Default or an Event of Default has occurred and is continuing; (ii) on each Subsequent Transfer Date, the Administrative Agent shall direct the Security Trustee to repay the Loans then held any amounts on deposit in the Funding Account Account, to the applicable Lendersextent not used to purchase Additional Balances, shall be withdrawn and applied as payment for Subsequent Mortgage Loans, if any, in amounts corresponding an amount equal to the amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days after the end aggregate Principal Balance as of the applicable Holding related Subsequent Cut-Off Date of the Subsequent Mortgage Loans; (iii) on the Payment Date immediately following the last day of the Revolving Period, or if the last day of the Revolving Period or is a Payment Date, on such Payment Date, any amounts remaining on deposit in the occurrence of a Default or Event of Default. With respect Funding Account, if any, after giving effect to a repayment of Loans pursuant to this Section 2.05, clauses (i) any amounts of accrued interest shall be payable on demand and (ii) any amounts owing under Section 2.14 above, shall be paid by first deposited into the Borrower Distribution Account an amount equal to the lesser of (A) the Additional Balance Increase Amount and (B) the amount on deposit in accordance with such Sectionthe Funding Account, and then to the Note Payment Account for payment to the Noteholders pursuant to Section 3.05 of the Indenture.

Funding Account. With (a) There shall be established on or prior to the Closing Date and maintained, for the benefit of the Secured Parties, with the Collateral Agent, an Eligible Deposit Account (the "FUNDING Account"), bearing a designation clearly indicating that the funds deposited therein are held in the name of the Collateral Agent, for the benefit of the Secured Parties. The Funding Account shall be under the exclusive ownership and control of the Collateral Agent, for the benefit of the Secured Parties. Subject to the terms hereof, the Collateral Agent shall possess all right, title and interest in and to all funds deposited from time to time in the Funding Account. There shall be deposited in the Funding Account: 41 (i) on the Closing Date, $500,000,000; (ii) on each Remittance Date, the amounts, if any, described in Sections 2.3(a)(vi) and 2.3(a)(xiii) hereof with respect to any Borrowing such Remittance Date; (iii) on each Take-Out Date, the proceeds of amount, if any, specified in the related Take-Out Notice which have been is to be deposited in the Funding Account in accordance connection with Section 2.04the related Take-Out; and (iv) any amounts delivered to the Collateral Agent by the Debtor and designated by the Debtor for deposit in the Funding Account. All interest and earnings (net of losses and investment expenses) on funds on deposit in the Funding Account shall be deposited upon receipt in the Collection Account. On the date on which the Net Investment is zero and all Secured Obligations have been paid in full, any funds remaining on deposit in the Funding Account shall be paid to the holders of the Class A Certificates. (b) On any Business Day during the Revolving Period, amounts on deposit in the Funding Account may be released therefrom and paid to the Debtor in exchange for a Receivables Delivery on such Business Day, PROVIDED THAT: (i) the Collateral Agent, the Borrower Purchaser and the Note Insurer shall deliver have received an executed copy of the related Delivery Notice not later than 10:30 a.m. Eastern Standard Time on the related Delivery Date; and (ii) the Debtor shall have timely delivered an Officer's Certificate regarding Hedging Arrangements, as required pursuant to Section 5.3 hereof. (c) The amount to be released from the Funding Account in connection with a certificateReceivables Delivery shall be comprised of two components: (i) the "RESERVE ACCOUNT DEPOSIT AMOUNT", which shall equal the product of (x) the applicable Initial Reserve Percentage and (y) the aggregate Net Receivable Balance of all Receivables comprising the Receivables Delivery, but in Agreed Form no event an amount which would increase the amount on deposit in the Reserve Account to a level above the then Reserve Account Required Amount; and (a “Holding Period Release Request”ii) the "RECEIVABLES DELIVERY PAYMENT AMOUNT", which shall be equal to the Administrative Agent requesting excess of (A) the release product of (x) 95% and (y) the Aggregate Outstanding Balance of the relevant Loans Receivables comprising the Receivables Delivery over (B) the Reserve Account Deposit Amount related to such Receivables Delivery. On the related Delivery Date, the Collateral Agent shall transfer the related Reserve Account Deposit Amount from the Funding Account to the account Reserve Account, and shall pay the Receivables Delivery Payment Amount to the accounts designated by the Debtor on behalf of the holders of the Class A Certificates in the related Delivery Notice. (d) On any Business Day on which the Borrowing Base exceeds the Net Investment, the amount specified of such excess, to the extent then on deposit in the applicable Borrowing Request no later than 2:00 p.m., New York City time, on Funding Account may be paid by the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Collateral Agent will direct the Security Trustee to make such Loans available to the Borrower accounts designated by promptly transferring the applicable Loans (including Debtor on behalf of the holders of the Class A Certificates, if the Debtor so requests. If, after taking into account the payment to the Debtor of any interest accrued thereon) held in such amount from the Funding Account, in like fundsthe Borrowing Base still exceeds the Net Investment, the Debtor may deliver a Take-Out Notice and request the release to it of Receivables designated by the account Debtor such that, when so released, the Net Investment would equal the Borrowing Base, provided that no Termination and Amortization Event would result from such release. The provisions of this paragraph (d) shall be inoperative following the Borrower designated in occurrence of a Termination and Amortization Event. (e) On the applicable Borrowing Request. For the avoidance of doubt, interest will accrue, in accordance with Section 2.10, on the applicable Loans while in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request first Remittance Date occurring during the applicable Holding Period or if a Default or an Event of Default has occurred and is continuingAmortization Period, the Administrative Collateral Agent shall direct the Security Trustee to repay the Loans transfer all amounts then held on deposit in the Funding Account to the applicable Lenders, in amounts corresponding to the amounts advanced Collection Account for such Borrowing by such Lender application in accordance with Section 2.04(a2.3(a) within two hereof. (2f) Business Days after Subject to subsection (h) below, funds on deposit in the end Funding Account shall be invested in Eligible Investments by the Collateral Agent at the written direction of the applicable Holding Period Servicer, provided that if such Eligible Investments are not available or a Termination and Amortization Event shall have occurred, such investments shall be made in the investment described in subclause (iv) of the definition of Eligible Investments. Any such written directions shall specify the particular investment to be made and shall certify that such investment is an Eligible Investment and is permitted to be made under this Agreement. (g) The Servicer shall provide the Collateral Agent on or prior to the Closing Date and from time to time an incumbency certificate or the occurrence of a Default or Event of Default. With substantial equivalent with respect to a repayment each officer of Loans pursuant the Servicer that is authorized to this Section 2.05, provide instructions relating to investments in Eligible Investments in the Funding Account. (ih) any amounts of accrued interest Funds on deposit in the Funding Account shall be payable on demand and (ii) any invested by the Collateral Agent, in the name of the Collateral Agent, in Eligible Investments that will mature so that such funds will be available so as to permit amounts owing under Section 2.14 shall in the Collection Account to be paid by the Borrower and applied on each Remittance Date and otherwise in accordance with the provisions of this Section 2.11. Investment earnings on amounts on deposit in the Funding Account shall be deposited into the Collection Account immediately following receipt thereof. Realized losses, if any, on amounts invested in such SectionEligible Investments shall be charged against investment earnings on amounts on deposit in the Collection Account.

Funding Account. With respect to any Borrowing (a) No later than the proceeds Closing Date, the Indenture Trustee shall establish and maintain on behalf of itself one or more segregated trust accounts, which have been deposited in shall be Eligible Accounts, titled "Funding Account, JPMorgan Chase Bank, National Association, as Indenture Trustee for GMACM Home Equity Loan Trust 2006-HE4" (the "Funding Account"). The Indenture Trustee shall establish within the Funding Account a sub-account, titled "Reserve Sub-Account," as set forth in accordance with Section 2.043.17 of this Agreement. On each Payment Date during the Revolving Period, the Borrower Servicer shall deliver withdraw from the Custodial Account and deposit into the Funding Account (but not the Reserve Sub-Account) the aggregate amount of Principal Collections remaining after the purchase of all Additional Balances or Subsequent Mortgage Loans on or prior to such Payment Date. (b) The Servicer may cause the institution maintaining the Funding Account to invest any funds therein in Permitted Investments having a certificatematurity of up to 90 days or maturing or otherwise available not later than the Business Day preceding the related Payment Date on which funds are scheduled to be withdrawn to purchase Subsequent Mortgage Loans; provided, that any investment in Agreed Form (an obligation of the institution with which the Funding Account is maintained may mature on or before 10:30 a.m., New York time, on such Payment Date; and provided further, that no such investment may be sold or disposed of prior to maturity. In addition, no such Permitted Investment shall be purchased at a “Holding Period Release Request”) price in excess of par. At any time when the Indenture Trustee is maintaining the Funding Account, any request by the Servicer to invest funds on deposit therein shall be in writing, delivered to the Administrative Agent requesting Indenture Trustee at or before 10:30 a.m., New York time, if such investment is to be made on such day. The Servicer shall certify that the release requested investment is a Permitted Investment maturing at or prior to the time required hereby. Any such investment shall be registered in the name of the relevant Loans Indenture Trustee or its nominee, and to the extent that any such investment is certificated, such investment shall be maintained with the Indenture Trustee at its Corporate Trust Office. All net income or other gain received from any such investment shall be deposited into or credited to the Note Payment Account. (c) From time to time withdrawals shall be made from the Funding Account to by the account and in Servicer as follows: (i) on each Payment Date during the amount specified in the applicable Borrowing Request no later than 2:00 p.m.Revolving Period, New York City time, any amounts on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held deposit in the Funding Account, in like fundsincluding Excess Spread, shall be withdrawn and applied, to the account extent available, in the following order: (A) to GMACM, as payment for Additional Balances, if any, in an amount equal to (1) the aggregate of all Draws during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the Custodial Account representing Principal Collections received during such Collection Period to the purchase of Additional Balances, the excess, if any, of the Borrower designated aggregate of all Draws during the related Collection Period over Principal Collections for such Collection Period; and (B) to each Seller, as payment for Subsequent Mortgage Loans, if any, in an amount equal to (1) the aggregate Principal Balance of all such Subsequent Mortgage Loans purchased from such Seller during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the applicable Borrowing Request. For Custodial Account representing Principal Collections for such Collection Period toward the avoidance purchase of doubtSubsequent Mortgage Loans, interest will accruethe excess, in accordance with Section 2.10if any, of the aggregate Principal Balance of all such Subsequent Mortgage Loans purchased from such Seller over such Principal Collections; (ii) on the applicable Loans while last Payment Date during the Revolving Period, any amounts remaining on deposit in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or , if a Default or an Event of Default has occurred and is continuingany, the Administrative Agent shall direct the Security Trustee after giving effect to repay the Loans then held in the Funding Account to the applicable Lenders, in amounts corresponding to the amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days after the end of the applicable Holding Period or the occurrence of a Default or Event of Default. With respect to a repayment of Loans pursuant to this Section 2.05, clause (i) any amounts of accrued interest above, shall be payable on demand and (ii) any amounts owing under deposited into the Note Payment Account for payment to the Noteholders pursuant to Section 2.14 shall be paid by 3.05 of the Borrower in accordance with such SectionIndenture.

Funding Account. With (a) On each Payment Date during the Managed Amortization Period with respect to any Borrowing Group III, the proceeds of which have been deposited in Master Servicer shall withdraw from the Collection Account and deposit into the Funding Account in accordance the lesser of (i) the aggregate amount of Additional Balances created during the related Collection Period and (ii) Principal Collections with Section 2.04, respect to Mortgage Loans assigned to Group III. (b) The Master Servicer may cause the Borrower shall deliver a certificate, in Agreed Form (a “Holding Period Release Request”) to the Administrative Agent requesting the release of the relevant Loans from institution maintaining the Funding Account to the account and invest any funds therein in the amount specified in the applicable Borrowing Request no Permitted Investments having a maturity of up to 90 days or maturing or otherwise available not later than 2:00 p.m.the Business Day preceding the related date on which funds are scheduled to be withdrawn to purchase Additional Balances; provided, that any investment in an obligation of the institution with which the Funding Account is maintained may mature on or before 10:30 a.m., New York City time, on such Subsequent Transfer Date; and provided further, that no such investment may be sold or disposed of prior to maturity. At any time when the Indenture Trustee is maintaining the Funding Account, any request by the Master Servicer to invest funds on deposit therein shall be in writing, delivered to the Indenture Trustee at or before 10:30 a.m., New York time, if such investment is to be made on such day. The Master Servicer shall certify that the requested date of investment is a Permitted Investment maturing at or prior to the time required hereby. Any such release (such date investment shall be a Business Day registered in the applicable Holding Periodname of the Indenture Trustee or its nominee, and to the extent that any such investment is certificated, such investment shall be maintained with the Indenture Trustee at its Corporate Trust Office. All net income or other gain received from any such investment shall be deposited into or credited to the Funding Account, and shall be distributed in accordance with this Section. The amount of any net losses incurred in respect of the principal amount of any such investment shall be deposited into the Funding Account by the Master Servicer out of its own funds immediately as realized. (c) On any date during the Managed Amortization Period with respect to Mortgage Loans assigned to Group III (but not, in either case, more frequently than once each month), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Requestthe Master Servicer shall, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held extent on deposit in the Funding Account, in like funds, direct the Indenture Trustee to withdraw and deliver to the account of Seller, as payment for Additional Balances, an amount equal to such Additional Balances. On the Borrower designated in the applicable Borrowing Request. For the avoidance of doubt, interest will accrue, in accordance with Section 2.10, on the applicable Loans while in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or if a Default or an Event of Default has occurred and is continuing, the Administrative Agent shall direct the Security Trustee to repay the Loans then held in the Funding Account to the applicable Lenders, in amounts corresponding to the amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days first Payment Date after the end of the applicable Holding Period or Managed Amortization Period, the occurrence of a Default or Event of Default. With respect Master Servicer shall transfer all amounts on deposit in the Funding Account and allocated to a repayment of Loans Group III to the Trustee Collection Account for payment to the Class IIIA-1 Noteholders and on the Variable Funding Note pursuant to this Section 2.05, (i3.05(a) any amounts of accrued interest shall be payable on demand and (ii) any amounts owing under Section 2.14 shall be paid by the Borrower in accordance with such SectionIndenture.

Funding Account. With respect (a) No later than the Closing Date, the Indenture Trustee shall establish and maintain on behalf of itself one or more segregated trust accounts, which shall be Eligible Accounts, titled "Funding Account, Norwest Bank Minnesota, National Association, as Indenture Trustee for GMACM Home Equity Loan Trust 2000-HE1" (the "Funding Account"). On each Payment Date during the Revolving Periods, the Servicer shall withdraw from the Custodial Account and deposit into the Funding Account the aggregate amount of Principal Collections for each Loan Group remaining after the purchase of all Additional Balances and/or Subsequent Mortgage Loans on or prior to such Payment Date. (b) The Servicer may cause the institution maintaining the Funding Account to invest any Borrowing funds therein in Permitted Investments having a maturity of up to 90 days or maturing or otherwise available not later than the proceeds Business Day preceding the related Payment Date on which funds are scheduled to be withdrawn to purchase Subsequent Mortgage Loans; provided, that any investment in an obligation of the institution with which have been the Funding Account is maintained may mature on or before 10:30 a.m., New York time, on such Payment Date; and provided further, that no such investment may be sold or disposed of prior to maturity. At any time when the Indenture Trustee is maintaining the Funding Account, any request by the Servicer to invest funds on deposit therein shall be in writing, delivered to the Indenture Trustee at or before 10:30 a.m., New York time, if such investment is to be made on such day. The Servicer shall certify that the requested investment is a Permitted Investment maturing at or prior to the time required hereby. Any such investment shall be registered in the name of the Indenture Trustee or its nominee, and to the extent that any such investment is certificated, such investment shall be maintained with the Indenture Trustee at its Corporate Trust Office. All net income or other gain received from any such investment shall be deposited into or credited to the Note Payment Account. (c) From time to time withdrawals shall be made from the Funding Account by the Servicer as follows: (i) on each Payment Date during the Revolving Periods, any amounts on deposit in the Funding Account in accordance with Section 2.04shall be withdrawn and applied, to the Borrower shall deliver a certificateextent available, in Agreed Form the following order: (a “Holding Period Release Request”A) to the Administrative Agent requesting Seller, as payment for Additional Balances, if any, in an amount equal to (1) the release aggregate of all Draws during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the Custodial Account representing Principal Collections received during such Collection Period to the purchase of Additional Balances, the excess, if any, of the relevant Loans from aggregate of all Draws during the Funding Account related Collection Period over Principal Collections for such Collection Period; and (B) to the account and Seller, as payment for Subsequent Mortgage Loans, if any, in an amount equal to (1) the aggregate Principal Balance of all such Subsequent Mortgage Loans during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the amount specified in Custodial Account representing Principal Collections for such Collection Period toward the applicable Borrowing Request no later than 2:00 p.m.purchase of Subsequent Mortgage Loans, New York City timethe excess, if any, of the aggregate Principal Balance of all such Subsequent Mortgage Loans over such Principal Collections; and (ii) on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held in the Funding Account, in like funds, to the account of the Borrower designated in the applicable Borrowing Request. For the avoidance of doubt, interest will accrue, in accordance with Section 2.10, on the applicable Loans while in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request last Payment Date during the applicable Holding Revolving Period or if a Default or an Event of Default has occurred and is continuingfor the Floating Rate Term Notes, the Administrative Agent shall direct the Security Trustee to repay the Loans then held any amounts remaining on deposit in the Funding Account relating to the applicable LendersLoan Groups I or II, in amounts corresponding after giving effect to the amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days after the end of the applicable Holding Period or the occurrence of a Default or Event of Default. With respect to a repayment of Loans pursuant to this Section 2.05, clause (i) above, shall be deposited into the Note Payment Account for payment to the Noteholders pursuant to Section 3.05 of the Indenture. (iii) on the last Payment Date during the Revolving Period for the Class A-3 Term Notes, any amounts of accrued interest remaining on deposit in the Funding Account relating to Loan Group III, after giving effect to clause (i) above, shall be payable on demand and (ii) any amounts owing under deposited into the Note Payment Account for payment to the Noteholders of the Class A-3 Term Notes pursuant to Section 2.14 shall be paid by 3.05 of the Borrower in accordance with such SectionIndenture.

Funding Account. With respect to any Borrowing Drawdown the proceeds of which have been deposited in the Funding Account in accordance with Section 2.04, the Borrower shall deliver a certificate, in Agreed Form (a “Holding Period Release Request”) to the Administrative Agent requesting the release of the relevant Loans from the Funding Account to the account and in the amount specified in the applicable Borrowing Request Notice of Drawdown no later than 2:00 p.m., New York City time, on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 of the Facility Agreement shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held in the Funding Account, in like funds, to the account of the Borrower designated in the applicable Borrowing RequestNotice of Drawdown. For the avoidance of doubt, interest will accrue, in accordance with Section 2.102.07, on the applicable Loans while in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or if a Default or an Event of Default has occurred and is continuing, the Administrative Agent shall direct the Security Trustee to repay the Loans then held in the Funding Account to the applicable LendersBanks, in amounts corresponding to the amounts advanced for such Borrowing Drawdown by such Lender Bank in accordance with Section 2.04(a) 2.04 within two (2) Business Days after the end of the applicable Holding Period or the occurrence of a Default or an Event of Default. With respect to a repayment of Loans pursuant to this Section 2.05, (i) any amounts of accrued interest shall be payable on demand and (ii) any amounts owing under Section 2.14 2.11 shall be paid by the Borrower in accordance with such SectionSection 2.11.

Funding Account. With respect to any Borrowing (a) No later than the proceeds Closing Date, the Indenture Trustee shall establish and maintain on behalf of itself one or more segregated trust accounts, which have been deposited in shall be Eligible Accounts, titled "Funding Account, Wells Fargo Bank Minnesota, N.A., as Xxxxnture Trustee for GMACM Home Equity Loan Trust 2002-HE1" (the "Funding Account"). On each Payment Date during the Revolving Period, the Servicer shall withdraw from the Custodial Account and deposit into the Funding Account the aggregate amount of Principal Collections remaining after the purchase of all Additional Balances and/or Subsequent Mortgage Loans on or prior to such Payment Date. (b) The Servicer may cause the institution maintaining the Funding Account to invest any funds therein in accordance Permitted Investments having a maturity of up to 90 days or maturing or otherwise available not later than the Business Day preceding the related Payment Date on which funds are scheduled to be withdrawn to purchase Subsequent Mortgage Loans; provided, that any investment in an obligation of the institution with Section 2.04which the Funding Account is maintained may mature on or before 10:30 a.m., New York time, on such Payment Date; and provided further, that no such investment may be sold or disposed of prior to maturity. In addition, no such Permitted Investment shall be purchased at a price in excess of par. At any time when the Borrower Indenture Trustee is maintaining the Funding Account, any request by the Servicer to invest funds on deposit therein shall deliver a certificatebe in writing, in Agreed Form (a “Holding Period Release Request”) delivered to the Administrative Agent requesting Indenture Trustee at or before 10:30 a.m., New York time, if such investment is to be made on such day. The Servicer shall certify that the release requested investment is a Permitted Investment maturing at or prior to the time required hereby. Any such investment shall be registered in the name of the relevant Loans Indenture Trustee or its nominee, and to the extent that any such investment is certificated, such investment shall be maintained with the Indenture Trustee at its Corporate Trust Office. All net income or other gain received from any such investment shall be deposited into or credited to the Note Payment Account. (c) From time to time withdrawals shall be made from the Funding Account to by the account and in Servicer as follows: (i) on each Payment Date during the amount specified in the applicable Borrowing Request no later than 2:00 p.m.Revolving Period, New York City time, any amounts on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held deposit in the Funding Account, in like fundsincluding Excess Spread, shall be withdrawn and applied, to the account extent available, in the following order: (A) to GMACM, as payment for Additional Balances, if any, in an amount equal to (1) the aggregate of all Draws during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the Custodial Account representing Principal Collections received during such Collection Period to the purchase of Additional Balances, the excess, if any, of the Borrower designated aggregate of all Draws during the related Collection Period over Principal Collections for such Collection Period; and (B) to each Seller, as payment for Subsequent Mortgage Loans, if any, in an amount equal to (1) the aggregate Principal Balance of all such Subsequent Mortgage Loans purchased from such Seller during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the applicable Borrowing Request. For Custodial Account representing Principal Collections for such Collection Period toward the avoidance purchase of doubtSubsequent Mortgage Loans, interest will accruethe excess, in accordance with Section 2.10if any, of the aggregate Principal Balance of all such Subsequent Mortgage Loans purchased from such Seller over such Principal Collections; (ii) on the applicable Loans while last Payment Date during the Revolving Period, any amounts remaining on deposit in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or , if a Default or an Event of Default has occurred and is continuingany, the Administrative Agent shall direct the Security Trustee after giving effect to repay the Loans then held in the Funding Account to the applicable Lenders, in amounts corresponding to the amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days after the end of the applicable Holding Period or the occurrence of a Default or Event of Default. With respect to a repayment of Loans pursuant to this Section 2.05, clause (i) any amounts of accrued interest above, shall be payable on demand and (ii) any amounts owing under deposited into the Note Payment Account for payment to the Noteholders pursuant to Section 2.14 shall be paid by 3.05 of the Borrower in accordance with such SectionIndenture.

Funding Account. With respect (a) The Collateral Agent shall establish and maintain, in the name of the Collateral Agent, for the benefit of the Secured Parties, with an Eligible Institution a non-interest bearing segregated trust account (the “Funding Account”). At the Seller’s option, the Seller may make one or more deposits into the Funding Account from time to time. The Funding Account shall initially be established with the Collateral Agent. The Funding Account shall be under the sole dominion and control of the Collateral Agent for the benefit of the Secured Parties. If, at any Borrowing time, the proceeds institution holding the Funding Account ceases to be an Eligible Institution, the Collateral Agent shall within five Business Days establish a new Funding Account meeting the conditions specified above with an Eligible Institution and shall transfer or cause to be transferred any cash and/or any investments to such new Funding Account. The Collateral Agent, at the written direction of which the Issuer (by an Issuer Agent), shall make withdrawals from the Funding Account in the amounts and at the times set forth in written payment instructions received from the Issuer (by an Issuer Agent). Upon the termination of this Security Agreement, the Funding Account shall be deemed to have been deposited terminated for all purposes and all amounts, if any, held in the Funding Account shall be paid to the Swap Counterparty for application in accordance with Section 2.04the Interest Rate Swaps. (b) Prior to the occurrence and continuation of an Event of Default, funds on deposit in the Funding Account shall be invested at the written direction of the Servicer by the Collateral Agent in Eligible Investments. Funds on deposit in the Funding Account on any Payment Date, after giving effect to any withdrawals from the Funding Account on such Payment Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Payment Date. No Eligible Investment shall be disposed of prior to its maturity. If any Event of Default shall have occurred and be continuing, monies held in the Funding Account shall be invested at the written direction of the Designated Swap Counterparty in Eligible Investments payable on demand or having maturities of no greater than one day; provided that such Eligible Investments shall be investments specified in clause (i) of the definition of Eligible Investments which mature on demand or no later than the next following Business Day. The Collateral Agent shall maintain or cause to be maintained by an Eligible Institution for the benefit of the Secured Parties possession or control of the negotiable instruments or securities, if any, evidencing such Eligible Investments. On each Payment Date, all interest and earnings (net of losses and investment expenses) on funds on deposit in the Funding Account shall be paid to the Servicer. (c) On each Payment Date, the Borrower shall deliver a certificateIssuer, in Agreed Form accordance with the instructions set forth in the Servicer Report delivered to the Collateral Agent, shall calculate the amount (each a “Holding Period Release RequestFunding Amount”) by which the Deposited Funds (other than amounts on deposit in the Funding Account) are insufficient to pay the amounts set forth in Sections 6.03(b)(iii) and 6.03(b)(iv); provided, however that any such shortfall shall first be allocated to amounts payable to the Administrative Agent requesting Term Notes. (d) If any Event of Default shall have occurred and be continuing, at the release direction of the relevant Loans Collateral Agent on behalf of the Secured Parties, any amounts remaining in the Funding Account shall be applied to the payment of the Obligations in the order of priority set forth in Section 7.02(b) hereof. (e) The Collateral Agent shall have complete dominion and control over the Funding Account and the Issuer hereby agrees that only the Collateral Agent may make withdrawals from the Funding Account; provided, however, the Collateral Agent shall release amounts on deposit in the Funding Account to the account and in Issuer to the amount specified in the applicable Borrowing Request no later than 2:00 p.m., New York City time, on the requested date of extent that after such release (such date the Credit Amount shall be a Business Day in equal or exceed the applicable Holding Period)Required Enhancement Amount; provided, provided however, that all conditions precedent in Section 4.02 the Collateral Agent shall be satisfied or waived prior to not release any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held amounts on deposit in the Funding Account, in like funds, Account to the account of the Borrower designated in the applicable Borrowing Request. For the avoidance of doubt, interest will accrue, in accordance with Section 2.10, on the applicable Loans while in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or Issuer if a Default or an Event of Default has occurred and under any Back-to-Back Swap where the Company is continuing, the Administrative Agent shall direct the Security Trustee to repay the Loans then held in the Funding Account to the applicable Lenders, in amounts corresponding to the amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days after the end of the applicable Holding Period or the occurrence of a Default or Event of Default. With respect to a repayment of Loans pursuant to this Section 2.05, (i) any amounts of accrued interest shall be payable on demand and (ii) any amounts owing under Section 2.14 shall be paid by the Borrower in accordance with such Sectiondefaulting party.

Funding Account. With respect to any Borrowing Drawdown the proceeds of which have been deposited in the Funding Account in accordance with Section 2.04, the Borrower shall deliver a certificate, in Agreed Form (a “Holding Period Release Request”) to the Administrative Agent requesting the release of the relevant Loans Advances from the Funding Account to the account and in the amount specified in the applicable Borrowing Request Notice of Drawdown no later than 2:00 p.m., New York City time, on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 of the Facility Agreement shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans Advances available to the Borrower by promptly transferring the applicable Loans Advances (including any interest accrued thereon) held in the Funding Account, in like funds, to the account of the Borrower designated in the applicable Borrowing RequestNotice of Drawdown. For the avoidance of doubt, interest will accrue, in accordance with Section 2.102.07, on the applicable Loans Advances while in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or if a Default or an Event of Default has occurred and is continuing, the Administrative Agent shall direct the Security Trustee to repay the Loans Advances then held in the Funding Account to the applicable LendersPurchasers, in amounts corresponding to the amounts advanced for such Borrowing Drawdown by such Lender Purchaser in accordance with Section 2.04(a) 2.04 within two (2) Business Days after the end of the applicable Holding Period or the occurrence of a Default or an Event of Default. With respect to a repayment of Loans Advances pursuant to this Section 2.05, (i) any amounts of accrued interest shall be payable on demand and (ii) any amounts owing under Section 2.14 2.08 shall be paid by the Borrower in accordance with such Section.

Funding Account. With respect to any Borrowing (a) No later than the proceeds Closing Date, the Indenture Trustee shall establish and maintain on behalf of itself one or more segregated trust accounts, which have been deposited in shall be Eligible Accounts, titled "Funding Account, Wells Fargo Bank, N.A., as Indenture Trustee for GMACM Xxme Equity Loan Trust 2004-HE1" (the "Funding Account"). The Indenture Trustee shall establish within the Funding Account a sub-account, titled "Reserve Sub-Account", as set forth in accordance with Section 2.043.20 of this Agreement. On each Payment Date during the Revolving Period, the Borrower Servicer shall deliver withdraw from the Custodial Account and deposit into the Funding Account (but not the Reserve Sub-Account) the aggregate amount of Principal Collections remaining after the purchase of all Additional Balances and/or Subsequent Mortgage Loans on or prior to such Payment Date. (b) The Servicer may cause the institution maintaining the Funding Account to invest any funds therein in Permitted Investments having a certificatematurity of up to 90 days or maturing or otherwise available not later than the Business Day preceding the related Payment Date on which funds are scheduled to be withdrawn to purchase Subsequent Mortgage Loans; provided, that any investment in Agreed Form (an obligation of the institution with which the Funding Account is maintained may mature on or before 10:30 a.m., New York time, on such Payment Date; and provided further, that no such investment may be sold or disposed of prior to maturity. In addition, no such Permitted Investment shall be purchased at a “Holding Period Release Request”) price in excess of par. At any time when the Indenture Trustee is maintaining the Funding Account, any request by the Servicer to invest funds on deposit therein shall be in writing, delivered to the Administrative Agent requesting Indenture Trustee at or before 10:30 a.m., New York time, if such investment is to be made on such day. The Servicer shall certify that the release requested investment is a Permitted Investment maturing at or prior to the time required hereby. Any such investment shall be registered in the name of the relevant Loans Indenture Trustee or its nominee, and to the extent that any such investment is certificated, such investment shall be maintained with the Indenture Trustee at its Corporate Trust Office. All net income or other gain received from any such investment shall be deposited into or credited to the Note Payment Account. (c) From time to time withdrawals shall be made from the Funding Account to by the account and in Servicer as follows: (i) on each Payment Date during the amount specified in the applicable Borrowing Request no later than 2:00 p.m.Revolving Period, New York City time, any amounts on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held deposit in the Funding Account, in like fundsincluding Excess Spread, shall be withdrawn and applied, to the account extent available, in the following order: (A) to GMACM, as payment for Additional Balances, if any, in an amount equal to (1) the aggregate of all Draws during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the Custodial Account representing Principal Collections received during such Collection Period to the purchase of Additional Balances, the excess, if any, of the Borrower designated aggregate of all Draws during the related Collection Period over Principal Collections for such Collection Period; and (B) to each Seller, as payment for Subsequent Mortgage Loans, if any, in an amount equal to (1) the aggregate Principal Balance of all such Subsequent Mortgage Loans purchased from such Seller during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the applicable Borrowing Request. For Custodial Account representing Principal Collections for such Collection Period toward the avoidance purchase of doubtSubsequent Mortgage Loans, interest will accruethe excess, in accordance with Section 2.10if any, of the aggregate Principal Balance of all such Subsequent Mortgage Loans purchased from such Seller over such Principal Collections; (ii) on the applicable Loans while last Payment Date during the Revolving Period, any amounts remaining on deposit in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or , if a Default or an Event of Default has occurred and is continuingany, the Administrative Agent shall direct the Security Trustee after giving effect to repay the Loans then held in the Funding Account to the applicable Lenders, in amounts corresponding to the amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days after the end of the applicable Holding Period or the occurrence of a Default or Event of Default. With respect to a repayment of Loans pursuant to this Section 2.05, clause (i) any amounts of accrued interest above, shall be payable on demand and (ii) any amounts owing under deposited into the Note Payment Account for payment to the Noteholders pursuant to Section 2.14 shall be paid by 3.05 of the Borrower in accordance with such SectionIndenture.

Funding Account. With (a) On and after the Closing Date, the Issuer shall maintain at the Issuer’s expense an interest-bearing account (the “Funding Account”), which account shall be under Administrative Agent’s exclusive control with a bank (“Funding Bank”) to be selected by Administrative Agent (acting at the written direction of the Requisite Holders) and reasonably acceptable to the Issuer which has entered into a Control Agreement specifying that the Funding Bank shall comply with all instructions it receives from Administrative Agent (acting at the written direction of the Requisite Holders) with respect to any Borrowing the proceeds of which have been deposited in the Funding Account in accordance with Section 2.04, without further consent from the Borrower Issuer. All loans made pursuant to this Agreement shall deliver a certificate, in Agreed Form (a “Holding Period Release Request”) to the Administrative Agent requesting the release of the relevant Loans from be deposited into the Funding Account along with any other amount to the be directed to such account and in the amount specified in the applicable Borrowing Request no later than 2:00 p.m., New York City time, on the requested date of such release pursuant to Section 2. (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereonb) held The funds deposited in the Funding Account, in like fundstogether with all interest thereon, shall be available on each Interest Payment Date to fund accrued but unpaid cash interest on the Notes, whether by transfer to the Operating Accounts or direct debit by Administrative Agent, to the account extent funds on deposit in the Operating Accounts are insufficient to pay such amounts in full. If Administrative Agent (acting at the written direction of the Borrower designated Requisite Holders) applies amounts in the applicable Borrowing Request. For Funding Account (which prior to the avoidance occurrence of doubta Default or Event of Default, it may only do to pay interest will accrueowing on an Interest Payment Date), in accordance with Section 2.10, on the applicable Loans while Issuer shall deposit additional amounts into the Funding Account within 30 days of the date such debit occurs to the extent necessary to replenish such amount that the Administrative Agent direct debited from the Funding Account. (c) Following receipt of an Invoice Disbursement Request (unless such requirement is waived by Administrative Agent (acting at the written direction of the Requisite Holders)) and upon approval by Administrative Agent (acting at the written direction of the Requisite Holders) of the proposed use of amounts contained in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or , if a no Default or an Event of Default has occurred and is continuing, the Administrative Agent (on behalf of the Holders) shall direct make the Security Trustee to repay the Loans then held in disbursements from the Funding Account to the applicable Lenders, Operating Account in amounts corresponding to the amounts advanced and for the purposes specified in such Borrowing by such Lender in accordance with Section 2.04(aInvoice Disbursement Request. (d) within two (2) Business Days after the end Notwithstanding any of the applicable Holding Period or the occurrence foregoing provisions of a Default or Event of Default. With respect to a repayment of Loans pursuant to this Section 2.058.2, for so long as (i) any amounts no Event of accrued interest shall be payable on demand Default has occurred and is continuing and (ii) any the Issuer is in pro forma compliance with the terms of Section 7.7(e) and 7.11 herein, promptly upon the request of the Issuer and receipt from the Issuer of (x) a certificate from the Issuer representing as to the truth and accuracy of the preceding clauses (i) and (ii) and (y) an AFE, joint interest xxxxxxxx, invoices or other information reasonably satisfactory to the Lead Investor to explain or evidence expenditures, the Administrative Agent, at the direction of the Lead Investor, shall make disbursements from the Funding Account to the Operating Account in an amount equal to the amounts owing under Section 2.14 shall be paid by the Borrower in accordance with Issuer and any other Note Party to fund such SectionAFE, joint interest billing, or invoice.

Funding Account. With respect to any Borrowing (a) No later than the proceeds Closing Date, the Indenture Trustee shall establish and maintain on behalf of itself one or more segregated trust accounts, which have been deposited in shall be Eligible Accounts, titled "Funding Account, Wells Fargo Bank, N.A., xx Indenture Trustee for GMACM Home Equity Loan Trust 2004-HE4" (the "Funding Account"). The Indenture Trustee shall establish within the Funding Account a sub-account, titled "Reserve Sub-Account," as set forth in accordance with Section 2.043.17 of this Agreement. On each Payment Date during the Revolving Period, the Borrower Servicer shall deliver withdraw from the Custodial Account and deposit into the Funding Account (but not the Reserve Sub-Account) the aggregate amount of Principal Collections remaining after the purchase of all Additional Balances or Subsequent Mortgage Loans on or prior to such Payment Date. (b) The Servicer may cause the institution maintaining the Funding Account to invest any funds therein in Permitted Investments having a certificatematurity of up to 90 days or maturing or otherwise available not later than the Business Day preceding the related Payment Date on which funds are scheduled to be withdrawn to purchase Subsequent Mortgage Loans; provided, that any investment in Agreed Form (an obligation of the institution with which the Funding Account is maintained may mature on or before 10:30 a.m., New York time, on such Payment Date; and provided further, that no such investment may be sold or disposed of prior to maturity. In addition, no such Permitted Investment shall be purchased at a “Holding Period Release Request”) price in excess of par. At any time when the Indenture Trustee is maintaining the Funding Account, any request by the Servicer to invest funds on deposit therein shall be in writing, delivered to the Administrative Agent requesting Indenture Trustee at or before 10:30 a.m., New York time, if such investment is to be made on such day. The Servicer shall certify that the release requested investment is a Permitted Investment maturing at or prior to the time required hereby. Any such investment shall be registered in the name of the relevant Loans Indenture Trustee or its nominee, and to the extent that any such investment is certificated, such investment shall be maintained with the Indenture Trustee at its Corporate Trust Office. All net income or other gain received from any such investment shall be deposited into or credited to the Note Payment Account. (c) From time to time withdrawals shall be made from the Funding Account to by the account and in Servicer as follows: (i) on each Payment Date during the amount specified in the applicable Borrowing Request no later than 2:00 p.m.Revolving Period, New York City time, any amounts on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held deposit in the Funding Account, in like fundsincluding Excess Spread, shall be withdrawn and applied, to the account extent available, in the following order: (A) to GMACM, as payment for Additional Balances, if any, in an amount equal to (1) the aggregate of all Draws during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the Custodial Account representing Principal Collections received during such Collection Period to the purchase of Additional Balances, the excess, if any, of the Borrower designated aggregate of all Draws during the related Collection Period over Principal Collections for such Collection Period; and (B) to each Seller, as payment for Subsequent Mortgage Loans, if any, in an amount equal to (1) the aggregate Principal Balance of all such Subsequent Mortgage Loans purchased from such Seller during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the applicable Borrowing Request. For Custodial Account representing Principal Collections for such Collection Period toward the avoidance purchase of doubtSubsequent Mortgage Loans, interest will accruethe excess, in accordance with Section 2.10if any, of the aggregate Principal Balance of all such Subsequent Mortgage Loans purchased from such Seller over such Principal Collections; (ii) on the applicable Loans while last Payment Date during the Revolving Period, any amounts remaining on deposit in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or , if a Default or an Event of Default has occurred and is continuingany, the Administrative Agent shall direct the Security Trustee after giving effect to repay the Loans then held in the Funding Account to the applicable Lenders, in amounts corresponding to the amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days after the end of the applicable Holding Period or the occurrence of a Default or Event of Default. With respect to a repayment of Loans pursuant to this Section 2.05, clause (i) any amounts of accrued interest above, shall be payable on demand and (ii) any amounts owing under deposited into the Note Payment Account for payment to the Noteholders pursuant to Section 2.14 shall be paid by 3.05 of the Borrower in accordance with such SectionIndenture.

Funding Account. With respect to any Borrowing (a) No later than the proceeds Closing Date, the Indenture Trustee shall establish and maintain on behalf of itself one or more segregated trust accounts, which have been deposited in shall be Eligible Accounts, titled "Funding Account, Wells Fargo Bank Minnesota, N.A., ax Xxxenture Trustee for GMACM Home Equity Loan Trust 2003-HE1" (the "Funding Account"). The Indenture Trustee shall establish within the Funding Account a sub-account, titled "Reserve Sub-Account", as set forth in accordance with Section 2.043.20 of this Agreement. On each Payment Date during the Revolving Period, the Borrower Servicer shall deliver withdraw from the Custodial Account and deposit into the Funding Account (but not the Reserve Sub-Account) the aggregate amount of Principal Collections remaining after the purchase of all Additional Balances and/or Subsequent Mortgage Loans on or prior to such Payment Date. (b) The Servicer may cause the institution maintaining the Funding Account to invest any funds therein in Permitted Investments having a certificatematurity of up to 90 days or maturing or otherwise available not later than the Business Day preceding the related Payment Date on which funds are scheduled to be withdrawn to purchase Subsequent Mortgage Loans; provided, that any investment in Agreed Form (an obligation of the institution with which the Funding Account is maintained may mature on or before 10:30 a.m., New York time, on such Payment Date; and provided further, that no such investment may be sold or disposed of prior to maturity. In addition, no such Permitted Investment shall be purchased at a “Holding Period Release Request”) price in excess of par. At any time when the Indenture Trustee is maintaining the Funding Account, any request by the Servicer to invest funds on deposit therein shall be in writing, delivered to the Administrative Agent requesting Indenture Trustee at or before 10:30 a.m., New York time, if such investment is to be made on such day. The Servicer shall certify that the release requested investment is a Permitted Investment maturing at or prior to the time required hereby. Any such investment shall be registered in the name of the relevant Loans Indenture Trustee or its nominee, and to the extent that any such investment is certificated, such investment shall be maintained with the Indenture Trustee at its Corporate Trust Office. All net income or other gain received from any such investment shall be deposited into or credited to the Note Payment Account. (c) From time to time withdrawals shall be made from the Funding Account to by the account and in Servicer as follows: (i) on each Payment Date during the amount specified in the applicable Borrowing Request no later than 2:00 p.m.Revolving Period, New York City time, any amounts on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held deposit in the Funding Account, in like fundsincluding Excess Spread, shall be withdrawn and applied, to the account extent available, in the following order: (A) to GMACM, as payment for Additional Balances, if any, in an amount equal to (1) the aggregate of all Draws during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the Custodial Account representing Principal Collections received during such Collection Period to the purchase of Additional Balances, the excess, if any, of the Borrower designated aggregate of all Draws during the related Collection Period over Principal Collections for such Collection Period; and (B) to each Seller, as payment for Subsequent Mortgage Loans, if any, in an amount equal to (1) the aggregate Principal Balance of all such Subsequent Mortgage Loans purchased from such Seller during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the applicable Borrowing Request. For Custodial Account representing Principal Collections for such Collection Period toward the avoidance purchase of doubtSubsequent Mortgage Loans, interest will accruethe excess, in accordance with Section 2.10if any, of the aggregate Principal Balance of all such Subsequent Mortgage Loans purchased from such Seller over such Principal Collections; (ii) on the applicable Loans while last Payment Date during the Revolving Period, any amounts remaining on deposit in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or , if a Default or an Event of Default has occurred and is continuingany, the Administrative Agent shall direct the Security Trustee after giving effect to repay the Loans then held in the Funding Account to the applicable Lenders, in amounts corresponding to the amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days after the end of the applicable Holding Period or the occurrence of a Default or Event of Default. With respect to a repayment of Loans pursuant to this Section 2.05, clause (i) any amounts of accrued interest above, shall be payable on demand and (ii) any amounts owing under deposited into the Note Payment Account for payment to the Noteholders pursuant to Section 2.14 shall be paid by 3.05 of the Borrower in accordance with such SectionIndenture.

Funding Account. With respect to any Borrowing (a) No later than the proceeds Closing Date, the Indenture Trustee shall establish and maintain on behalf of itself one or more segregated trust accounts, which have been deposited in shall be Eligible Accounts, titled "Funding Account, Wells Fargo Bank Minnesota, X.X., as Indenture Trustee for GMACM Home Equity Loan Trust 2002-HE3" (the "Funding Account"). The Indenture Trustee shall establish within the Funding Account a sub-account, titled "Reserve Sub-Account", as set forth in accordance with Section 2.043.20 of this Agreement. On each Payment Date during the Revolving Period, the Borrower Servicer shall deliver withdraw from the Custodial Account and deposit into the Funding Account (but not the Reserve Sub-Account) the aggregate amount of Principal Collections remaining after the purchase of all Additional Balances and/or Subsequent Mortgage Loans on or prior to such Payment Date. (b) The Servicer may cause the institution maintaining the Funding Account to invest any funds therein in Permitted Investments having a certificatematurity of up to 90 days or maturing or otherwise available not later than the Business Day preceding the related Payment Date on which funds are scheduled to be withdrawn to purchase Subsequent Mortgage Loans; provided, that any investment in Agreed Form (an obligation of the institution with which the Funding Account is maintained may mature on or before 10:30 a.m., New York time, on such Payment Date; and provided further, that no such investment may be sold or disposed of prior to maturity. In addition, no such Permitted Investment shall be purchased at a “Holding Period Release Request”) price in excess of par. At any time when the Indenture Trustee is maintaining the Funding Account, any request by the Servicer to invest funds on deposit therein shall be in writing, delivered to the Administrative Agent requesting Indenture Trustee at or before 10:30 a.m., New York time, if such investment is to be made on such day. The Servicer shall certify that the release requested investment is a Permitted Investment maturing at or prior to the time required hereby. Any such investment shall be registered in the name of the relevant Loans Indenture Trustee or its nominee, and to the extent that any such investment is certificated, such investment shall be maintained with the Indenture Trustee at its Corporate Trust Office. All net income or other gain received from any such investment shall be deposited into or credited to the Note Payment Account. (c) From time to time withdrawals shall be made from the Funding Account to by the account and in Servicer as follows: (i) on each Payment Date during the amount specified in the applicable Borrowing Request no later than 2:00 p.m.Revolving Period, New York City time, any amounts on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held deposit in the Funding Account, in like fundsincluding Excess Spread, shall be withdrawn and applied, to the account extent available, in the following order: (A) to GMACM, as payment for Additional Balances, if any, in an amount equal to (1) the aggregate of all Draws during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the Custodial Account representing Principal Collections received during such Collection Period to the purchase of Additional Balances, the excess, if any, of the Borrower designated aggregate of all Draws during the related Collection Period over Principal Collections for such Collection Period; and (B) to each Seller, as payment for Subsequent Mortgage Loans, if any, in an amount equal to (1) the aggregate Principal Balance of all such Subsequent Mortgage Loans purchased from such Seller during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the applicable Borrowing Request. For Custodial Account representing Principal Collections for such Collection Period toward the avoidance purchase of doubtSubsequent Mortgage Loans, interest will accruethe excess, in accordance with Section 2.10if any, of the aggregate Principal Balance of all such Subsequent Mortgage Loans purchased from such Seller over such Principal Collections; (ii) on the applicable Loans while last Payment Date during the Revolving Period, any amounts remaining on deposit in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or , if a Default or an Event of Default has occurred and is continuingany, the Administrative Agent shall direct the Security Trustee after giving effect to repay the Loans then held in the Funding Account to the applicable Lenders, in amounts corresponding to the amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days after the end of the applicable Holding Period or the occurrence of a Default or Event of Default. With respect to a repayment of Loans pursuant to this Section 2.05, clause (i) any amounts of accrued interest above, shall be payable on demand and (ii) any amounts owing under deposited into the Note Payment Account for payment to the Noteholders pursuant to Section 2.14 shall be paid by 3.05 of the Borrower in accordance with such SectionIndenture.

Funding Account. With respect to any Borrowing (a) No later than the proceeds Closing Date, the Indenture Trustee shall establish and maintain on behalf of the Enhancer and the Noteholders one or more segregated trust accounts, which have been deposited in shall be Eligible Accounts, titled "Funding Account, JPMorgan Chase Bank, as Indenture Trustee for Wachovia Asset Securitization, Inc. 2002-HE1 Trust" (the "Funding Account"). On each Payment Date during the Revolving Period, the Servicer shall withdraw from the Custodial Account and deposit into the Funding Account (i) the aggregate amount of Principal Collections remaining after the purchase of all Additional Balances and (ii) from Excess Spread the amount necessary to be applied so that the Overcollateralization Amount is not less than the Overcollateralization Target Amount, in respect of the Additional Balance Increase Amount on or prior to such Payment Date. (b) The Servicer may cause the institution maintaining the Funding Account to invest any funds therein in Permitted Investments having a maturity of up to 90 days or maturing or otherwise available not later than the Business Day preceding the related Payment Date on which funds are scheduled to be withdrawn to purchase Subsequent Mortgage Loans, provided that no such investment may be sold or disposed of prior to maturity. In addition, no such Permitted Investment shall be purchased at a price in excess of par. At any time when the Indenture Trustee is maintaining the Funding Account, any request by the Servicer to invest funds on deposit therein shall be in writing, delivered to the Indenture Trustee at or before 10:30 a.m., New York time, if such investment is to be made on such day. The Servicer shall certify that the requested investment is a Permitted Investment maturing at or prior to the time required hereby. Any such investment shall be registered in the name of the Indenture Trustee or its nominee, and to the extent that any such investment is certificated, such investment shall be maintained with the Indenture Trustee at its Corporate Trust Office. All net income or other gain received from any such investment shall be deposited into or credited to the Custodial Account as Interest Collections, and may be withdrawn therefrom in accordance with Section 2.04, the Borrower shall deliver a certificate, in Agreed Form (a “Holding Period Release Request”) to the Administrative Agent requesting the release 3.05 of the relevant Loans Indenture. (c) From time to time withdrawals shall be made from the Funding Account to by the account and in Servicer as follows: (i) on each Payment Date during the amount specified in the applicable Borrowing Request no later than 2:00 p.m.Revolving Period, New York City time, any amounts on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held deposit in the Funding Account, in like fundsincluding Excess Spread, shall be withdrawn and applied, to the account extent available to the Seller, as designee of the Borrower designated Depositor, as payment for Additional Balances, if any, in an amount equal to (A) the aggregate of all Draws during the related Collection Period or (B) if the Servicer has applied amounts on deposit in the applicable Borrowing Request. For Custodial Account representing Principal Collections received during such Collection Period to the avoidance purchase of doubtAdditional Balances, interest will accruethe excess, in accordance with Section 2.10if any, of the aggregate of all Draws during the related Collection Period over Principal Collections for such Collection Period; (ii) on the applicable Loans while last Payment Date during the Revolving Period, any amounts remaining on deposit in the Funding Account. If , if any, after giving effect to clause (i) above, shall be first deposited into the Administrative Agent does not receive Distribution Account an effective Holding Period Release Request during amount equal to the applicable Holding Period or if a Default or an Event lesser of Default has occurred (A) the Additional Balance Increase Amount and is continuing, (B) the Administrative Agent shall direct the Security Trustee to repay the Loans then held amount on deposit in the Funding Account Account, and then to the applicable Lenders, in amounts corresponding Note Payment Account for payment to the amounts advanced for such Borrowing by such Lender in accordance with Noteholders pursuant to Section 2.04(a) within two (2) Business Days after the end 3.05 of the applicable Holding Period or the occurrence of a Default or Event of Default. With respect to a repayment of Loans pursuant to this Section 2.05, (i) any amounts of accrued interest shall be payable on demand and (ii) any amounts owing under Section 2.14 shall be paid by the Borrower in accordance with such SectionIndenture.

Funding Account. With (a) There shall be established on or prior to the Closing Date and maintained, for the benefit of the Secured Parties, with the Collateral Agent, an Eligible Deposit Account (the "Funding Account"), bearing a --------------- designation clearly indicating that the funds deposited therein are held in the name of the Collateral Agent, for the benefit of the Secured Parties. The Funding Account shall be under the exclusive ownership and control of the Collateral Agent, for the benefit of the Secured Parties. Subject to the terms hereof, the Collateral Agent shall possess all right, title and interest in and to all funds deposited from time to time in the Funding Account. There shall be deposited in the Funding Account: (i) on the Closing Date, $750,000,000; (ii) on each Remittance Date, the amounts, if any, described in Sections 2.3(a)(vi) and 2.3(a)(xiii) hereof with respect to any Borrowing such Remittance Date; (iii) on each Take-Out Date, the proceeds of amount, if any, specified in the related Take-Out Notice which have been is to be deposited in the Funding Account in accordance connection with Section 2.04the related Take-Out; and (iv) any amounts delivered to the Collateral Agent by the Debtor and designated by the Debtor for deposit in the Funding Account. All interest and earnings (net of losses and investment expenses) on funds on deposit in the Funding Account shall be deposited upon receipt in the Collection Account. On the date on which the Net Investment is zero and all Secured Obligations have been paid in full, any funds remaining on deposit in the Funding Account shall be paid to the holders of the Class A Certificates. (b) On any Business Day during the Revolving Period, amounts on deposit in the Funding Account may be released therefrom and paid to the Debtor in exchange for a Receivables Delivery on such Business Day, provided -------- that: ---- (i) the Collateral Agent, the Borrower Purchaser and the Note Insurer shall deliver a certificate, in Agreed Form (a “Holding Period Release Request”) to the Administrative Agent requesting the release have received an executed copy of the relevant Loans related Delivery Notice not later than 10:30 a.m. Eastern Standard Time on the related Delivery Date; and (ii) the Debtor shall have timely delivered an Officer's Certificate regarding Hedging Arrangements, as required pursuant to Section 5.3 hereof. (c) The amount to be released from the Funding Account in connection with a Receivables Delivery shall be comprised of two components: (i) the "Reserve Account Deposit Amount", which shall equal ------------------------------ the product of (x) the applicable Initial Reserve Percentage and (y) the aggregate Net Receivable Balance of all Receivables comprising the Receivables Delivery, but in no event an amount which would increase the amount on deposit in the Reserve Account to a level above the then Reserve Account Required Amount; and (ii) the "Receivables Delivery Payment Amount", which shall be ----------------------------------- equal to, after giving effect to any related release pursuant to Section 2.11(c)(i) hereof, the excess of (A) the Borrowing Base immediately following such Receivables Delivery over (B) the Net Investment. On the related Delivery Date, the Collateral Agent shall transfer the related Reserve Account Deposit Amount from the Funding Account to the account Reserve Account, and shall pay the Receivables Delivery Payment Amount to the accounts designated by the Debtor on behalf of the holders of the Class A Certificates in the related Delivery Notice. (d) On any Business Day on which the Borrowing Base exceeds the Net Investment, the amount specified of such excess, to the extent then on deposit in the applicable Borrowing Request no later than 2:00 p.m., New York City time, on Funding Account may be paid by the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Collateral Agent will direct the Security Trustee to make such Loans available to the Borrower accounts designated by promptly transferring the applicable Loans (including Debtor on behalf of the holders of the Class A Certificates, if the Debtor so requests. If, after taking into account the payment to the Debtor of any interest accrued thereon) held in such amount from the Funding Account, in like fundsthe Borrowing Base still exceeds the Net Investment, the Debtor may deliver a Take-Out Notice and request the release to it of Receivables designated by the account Debtor such that, when so released, the Net Investment would equal the Borrowing Base, provided that no Termination and Amortization Event would result from such release. The provisions of this paragraph (d) shall be inoperative following the Borrower designated in occurrence of a Termination and Amortization Event. (e) On the applicable Borrowing Request. For the avoidance of doubt, interest will accrue, in accordance with Section 2.10, on the applicable Loans while in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request first Remittance Date occurring during the applicable Holding Period or if a Default or an Event of Default has occurred and is continuingAmortization Period, the Administrative Collateral Agent shall direct the Security Trustee to repay the Loans transfer all amounts then held on deposit in the Funding Account to the applicable Lenders, in amounts corresponding to the amounts advanced Collection Account for such Borrowing by such Lender application in accordance with Section 2.04(a2.3(a) within two hereof. (2f) Business Days after Subject to subsection (h) below, funds on deposit in the end Funding Account shall be invested in Eligible Investments by the Collateral Agent at the written direction of the applicable Holding Period Servicer, provided that if such Eligible Investments are not available or a Termination and Amortization Event shall have occurred, such investments shall be made in the investment described in subclause (iv) of the definition of Eligible Investments. Any such written directions shall specify the particular investment to be made and shall certify that such investment is an Eligible Investment and is permitted to be made under this Agreement. (g) The Servicer shall provide the Collateral Agent on or prior to the Closing Date and from time to time an incumbency certificate or the occurrence of a Default or Event of Default. With substantial equivalent with respect to a repayment each officer of Loans pursuant the Servicer that is authorized to this Section 2.05, provide instructions relating to investments in Eligible Investments in the Funding Account. (ih) any amounts of accrued interest Funds on deposit in the Funding Account shall be payable on demand and (ii) any invested by the Collateral Agent, in the name of the Collateral Agent, in Eligible Investments that will mature so that such funds will be available so as to permit amounts owing under Section 2.14 shall in the Collection Account to be paid by the Borrower and applied on each Remittance Date and otherwise in accordance with the provisions of this Section 2.11. Investment earnings on amounts on deposit in the Funding Account shall be deposited into the Collection Account immediately following receipt thereof. Realized losses, if any, on amounts invested in such Section.Eligible Investments shall be charged against investment earnings on amounts on deposit in the Collection Account

Funding Account. With respect to any Borrowing (a) No later than the proceeds Closing Date, the Indenture Trustee shall establish and maintain on behalf of itself one or more segregated trust accounts, which have been deposited in shall be Eligible Accounts, titled "Funding Account, _________________, as Indenture Trustee for Home Equity Loan Trust [ ]-[ ]" (the "Funding Account"). The Indenture Trustee shall establish within the Funding Account a sub-account, titled "Reserve Sub-Account," as set forth in accordance with Section 2.043.17 of this Agreement. On each Payment Date during the Revolving Period, the Borrower Servicer shall deliver withdraw from the Custodial Account and deposit into the Funding Account (but not the Reserve Sub-Account) the aggregate amount of Principal Collections remaining after the purchase of all Additional Balances or Subsequent Mortgage Loans on or prior to such Payment Date. (b) The Servicer may cause the institution maintaining the Funding Account to invest any funds therein in Permitted Investments having a certificatematurity of up to 90 days or maturing or otherwise available not later than the Business Day preceding the related Payment Date on which funds are scheduled to be withdrawn to purchase Subsequent Mortgage Loans; provided, that any investment in Agreed Form (an obligation of the institution with which the Funding Account is maintained may mature on or before 10:30 a.m., New York time, on such Payment Date; and provided further, that no such investment may be sold or disposed of prior to maturity. In addition, no such Permitted Investment shall be purchased at a “Holding Period Release Request”) price in excess of par. At any time when the Indenture Trustee is maintaining the Funding Account, any request by the Servicer to invest funds on deposit therein shall be in writing, delivered to the Administrative Agent requesting Indenture Trustee at or before 10:30 a.m., New York time, if such investment is to be made on such day. The Servicer shall certify that the release requested investment is a Permitted Investment maturing at or prior to the time required hereby. Any such investment shall be registered in the name of the relevant Loans Indenture Trustee or its nominee, and to the extent that any such investment is certificated, such investment shall be maintained with the Indenture Trustee at its Corporate Trust Office. All net income or other gain received from any such investment shall be deposited into or credited to the Note Payment Account. (c) From time to time withdrawals shall be made from the Funding Account to by the account and in Servicer as follows: (i) on each Payment Date during the amount specified in the applicable Borrowing Request no later than 2:00 p.m.Revolving Period, New York City time, any amounts on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held deposit in the Funding Account, in like fundsincluding Excess Spread, shall be withdrawn and applied, to the account extent available, in the following order: (A) to _____________, as payment for Additional Balances, if any, in an amount equal to (1) the aggregate of all Draws during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the Custodial Account representing Principal Collections received during such Collection Period to the purchase of Additional Balances, the excess, if any, of the Borrower designated aggregate of all Draws during the related Collection Period over Principal Collections for such Collection Period; and (B) to each Seller, as payment for Subsequent Mortgage Loans, if any, in an amount equal to (1) the aggregate Principal Balance of all such Subsequent Mortgage Loans purchased from such Seller during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the applicable Borrowing Request. For Custodial Account representing Principal Collections for such Collection Period toward the avoidance purchase of doubtSubsequent Mortgage Loans, interest will accruethe excess, in accordance with Section 2.10if any, of the aggregate Principal Balance of all such Subsequent Mortgage Loans purchased from such Seller over such Principal Collections; (ii) on the applicable Loans while last Payment Date during the Revolving Period, any amounts remaining on deposit in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or , if a Default or an Event of Default has occurred and is continuingany, the Administrative Agent shall direct the Security Trustee after giving effect to repay the Loans then held in the Funding Account to the applicable Lenders, in amounts corresponding to the amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days after the end of the applicable Holding Period or the occurrence of a Default or Event of Default. With respect to a repayment of Loans pursuant to this Section 2.05, clause (i) any amounts of accrued interest above, shall be payable on demand and (ii) any amounts owing under deposited into the Note Payment Account for payment to the Noteholders pursuant to Section 2.14 shall be paid by 3.05 of the Borrower in accordance with such SectionIndenture.

Funding Account. With (a) No later than the Closing Date, the Trustee shall establish and maintain a segregated trust account that is an Eligible Account, which shall be titled “Funding Account, U.S Bank National Association as trustee, in trust for the registered holders of Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through Certificates Series 2007-3” (the “Funding Account”). The Trustee shall, promptly upon receipt, deposit in the Funding Account and retain therein the Funding Amount remitted on the Closing Date to the Trustee by the Depositor. As of the closing date, the amount of $10,860,862.21 was deposited into the Funding Account. Funds deposited in the Funding Account shall be held in trust by the Trustee on behalf of the Certificateholders for the uses and purposes set forth herein. On the Distribution Date in April 2007, the Trustee will withdraw from the Funding Account an amount equal to the Funding Amount. The Trustee shall pay (i) the Funding Amount with respect to Pool 1 to the Certificateholders in accordance with the priorities set forth in Section 5.02 as if the interest portion of such amounts were included in the Interest Remittance Amount for Pool 1 and as if the principal portion of such amounts if any, were included in the Principal Remittance Amount for Pool 1, (ii) the Funding Amount with respect to Pool 2 to the Certificateholders in accordance with the priorities set forth in Section 5.02 as if such amounts were included in the Available Distribution Amount of Pool 2, (iii) the Funding Amount with respect to Pool 3 to the Certificateholders in accordance with the priorities set forth in Section 5.02 as if such amounts were included in the Available Distribution Amount of Pool 3, and (iv) the Funding Amount with respect to Pool 4 to the Certificateholders in accordance with the priorities set forth in Section 5.02 as if such amounts were included in the Available Distribution Amount of Pool 4 provided, however, that the Trustee shall not be entitled to any Borrowing payment pursuant to Sections 5.02(b)(i) or 5.02(c)(i)(A) with respect to the proceeds of which have been Funding Amount. (b) The Trustee will invest funds deposited in the Funding Account in accordance with Section 2.04Eligible Investments as directed in writing by the Depositor (provided that if the Trustee does not receive written direction from the Depositor, the Borrower shall deliver a certificate, amounts in Agreed Form (a “Holding Period Release Request”) to the Administrative Agent requesting the release of the relevant Loans from the Funding Account to the account and in the amount specified in the applicable Borrowing Request shall not be invested) with a maturity date no later than 2:00 p.m.the Business Day preceding the first Distribution Date. For federal income tax purposes, New York City time, on the requested date of such release (such date Depositor shall be a Business Day in the applicable Holding Period)owner of the Funding Account and shall report all items of income, deduction, gain or loss arising therefrom. At no time will the Funding Account be an asset of any of the REMICs provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effectivefor herein. Upon receipt All income and gain realized from investment of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held funds deposited in the Funding Account, in like funds, Account shall be for the sole and exclusive benefit of the Depositor and shall be remitted by the Trustee to the account Depositor within eight (8) Business Days of the Borrower designated first Distribution Date. The Depositor shall deposit in the applicable Borrowing Request. Funding Account the amount of any net loss incurred in respect of any such Eligible Investment immediately upon realization of such loss. (c) On the Distribution Date in April 2007, any amounts remaining on deposit in the Funding Account after withdrawals pursuant to paragraph (a) above shall be withdrawn by the Trustee and paid to the Depositor or its designee and the Trustee shall terminate the Funding Account on such first Distribution Date. (d) For purposes of computations throughout this Agreement (other than for purposes of computing any fee or the avoidance Net WAC of doubtany Pool or portion thereof), interest will accruewith respect to pool, (i) Pool 1 shall be deemed to include as an Interest Remittance Amount for $67,278.38 and as a Principal Remittance Amount, zero dollars, (ii) Pool 2 shall be deemed to include as an Interest Remittance Amount for $70,127.52 and as a Principal Remittance Amount for $147,551.46, (iii) Pool 3 hall be deemed to include as an Interest Remittance Amount for $56,606.74 and as a Principal Remittance Amount for $10,073,803.36, the Funding Amount with respect to Pool 3 to the Certificateholders, and (iv) Pool 4 shall be deemed to include as an Interest Remittance Amount for $99,992.61 and a Principal Remittance Amount for $345,502.13, in accordance with the priorities set forth in Section 2.105.02, on the applicable Loans while as if such amounts were included in the Funding Account. If Available Distribution Amount of each respective Pool, provided, however, that the Administrative Agent does Trustee shall not receive an effective Holding Period Release Request during the applicable Holding Period be entitled to any payment pursuant to Sections 5.02(b)(i) or if a Default or an Event of Default has occurred and is continuing, the Administrative Agent shall direct the Security Trustee 5.02(c)(i)(A) with respect to repay the Loans then held in the Funding Account to the applicable Lenders, in amounts corresponding to the amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days after the end of the applicable Holding Period or the occurrence of a Default or Event of Default. With respect to a repayment of Loans pursuant to this Section 2.05, (i) any amounts of accrued interest shall be payable on demand and (ii) any amounts owing under Section 2.14 shall be paid by the Borrower in accordance with such SectionAmount.

Funding Account. With On or before the issuance of the Certificates, Xxxxxx Mae shall either (i) open with an Eligible Depository one or more trust accounts in the name of the Trustee of the Trust Fund that shall collectively be the “Funding Account”, (ii) in lieu of maintaining any such account or accounts, maintain the Funding Account by means of appropriate entries on its books and records or (iii) maintain the Funding Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Funding Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as funds held in the Funding Account by, or for the account of, the Trustee shall at all times be identified. To the extent that the Funding Account is maintained by the Trustee in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Funding Account shall be deemed to refer to credits and debits to the related books of the Trustee. The Funding Account shall be held in a non-interest bearing account and the funds therein shall not be invested. Xxxxxx Xxx, as soon as practicable following the initial publication of Class Factors pursuant to Section 3.08, shall deposit in the Funding Account an amount equal to the aggregate amount required to be distributed on the initial Distribution Date in respect to any Borrowing of the proceeds of which have been Designated Funding Classes (the “Initial Funding Amount”). On the initial Distribution Date for the Designated Funding Classes, Xxxxxx Xxx shall withdraw all amounts so deposited in the Funding Account and deposit the same in accordance with Section 2.04the Certificate Account in order to effect the required distributions thereon. As promptly as practicable following the Related Security Distribution Due Date, Xxxxxx Mae shall withdraw from the Borrower shall deliver a certificate, Certificate Account all amounts held therein in Agreed Form (a “Holding Period Release Request”) respect of the Mortgage Securities relating to the Administrative Agent requesting Designated Funding Classes and deposit the release of the relevant Loans from the Funding Account to the account and in the amount specified in the applicable Borrowing Request no later than 2:00 p.m., New York City time, on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held same in the Funding Account, in like fundssubject to withdrawal as hereinafter provided. As promptly as practicable following the second publication of Class Factors pursuant to Section 3.08, to the account of the Borrower designated in the applicable Borrowing Request. For the avoidance of doubt, interest will accrue, in accordance with Section 2.10, on the applicable Loans while in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or if a Default or an Event of Default has occurred and is continuing, the Administrative Agent Xxxxxx Xxx shall direct the Security Trustee to repay the Loans then held deposit in the Funding Account any amount by which the aggregate amount required to be distributed in respect of the Designated Funding Classes on the following Distribution Date is in excess of the amount at the time on deposit therein. As promptly as practicable following the Related Security Distribution Due Date, Xxxxxx Mae shall withdraw from the Certificate Account all amounts held therein in respect of the Mortgage Securities relating to the applicable Lenders, Designated Funding Classes and (a) deposit in amounts corresponding the Funding Account any such amount as shall be necessary to make the amount held therein equal to the Initial Funding Amount and (b) pay over to itself any amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days remaining after the end deposit referred to in (a) above. Similar requirements and procedures for deposit in the Certificate Account, withdrawal from the Certificate Account and subsequent deposit into the Funding Account shall apply for the remainder of the applicable Holding Period or life of the occurrence Trust Fund; provided, however, that Xxxxxx Xxx may withdraw from the Funding Account and remit to itself such additional amounts as it may determine from time to time to be in excess of a Default or Event of Default. With the amounts necessary to satisfy the above-specified deposit requirements with respect to a repayment of Loans pursuant to this Section 2.05, (i) any amounts of accrued interest shall be payable on demand and (ii) any amounts owing under Section 2.14 shall be paid by the Borrower in accordance with such SectionCertificate Account.

Funding Account. With On or before the issuance of the Certificates, Xxxxxx Mae shall either (i) open with an Eligible Depository one or more trust accounts in the name of the Trustee of the Trust Fund that shall collectively be the “Funding Account”, (ii) in lieu of maintaining any such account or accounts, maintain the Funding Account by means of appropriate entries on its books and records or (iii) maintain the Funding Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Funding Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as funds held in the Funding Account by, or for the account of, the Trustee shall at all times be identified. To the extent that the Funding Account is maintained by the Trustee in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Funding Account shall be deemed to refer to credits and debits to the related books of the Trustee. The Funding Account shall be held in a non-interest bearing account and the funds therein shall not be invested. Xxxxxx Xxx, as soon as practicable following the initial publication of Class Factors pursuant to Section 3.08, shall deposit in the Funding Account an amount equal to the aggregate amount required to be distributed on the initial Distribution Date in respect to any Borrowing of the proceeds of which have been Designated Funding Classes (the “Initial Funding Amount”). On the initial Distribution Date for the Designated Funding Classes, Xxxxxx Mae shall withdraw all amounts so deposited in the Funding Account and deposit the same in accordance with Section 2.04the Certificate Account in order to effect the required distributions thereon. As promptly as practicable following the Related Security Distribution Due Date, Xxxxxx Xxx shall withdraw from the Borrower shall deliver a certificate, Certificate Account all amounts held therein in Agreed Form (a “Holding Period Release Request”) respect of the Mortgage Securities relating to the Administrative Agent requesting Designated Funding Classes and deposit the release of the relevant Loans from the Funding Account to the account and in the amount specified in the applicable Borrowing Request no later than 2:00 p.m., New York City time, on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held same in the Funding Account, in like fundssubject to withdrawal as hereinafter provided. As promptly as practicable following the second publication of Class Factors pursuant to Section 3.08, to the account of the Borrower designated in the applicable Borrowing Request. For the avoidance of doubt, interest will accrue, in accordance with Section 2.10, on the applicable Loans while in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or if a Default or an Event of Default has occurred and is continuing, the Administrative Agent Xxxxxx Mae shall direct the Security Trustee to repay the Loans then held deposit in the Funding Account any amount by which the aggregate amount required to be distributed in respect of the Designated Funding Classes on the following Distribution Date is in excess of the amount at the time on deposit therein. As promptly as practicable following the Related Security Distribution Due Date, Xxxxxx Mae shall withdraw from the Certificate Account all amounts held therein in respect of the Mortgage Securities relating to the applicable Lenders, Designated Funding Classes and (a) deposit in amounts corresponding the Funding Account any such amount as shall be necessary to make the amount held therein equal to the Initial Funding Amount and (b) pay over to itself any amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days remaining after the end deposit referred to in (a) above. Similar requirements and procedures for deposit in the Certificate Account, withdrawal from the Certificate Account and subsequent deposit into the Funding Account shall apply for the remainder of the applicable Holding Period or life of the occurrence Trust Fund provided, however, that Xxxxxx Xxx may withdraw from the Funding Account and remit to itself such additional amounts as it may determine from time to time to be in excess of a Default or Event of Default. With the amounts necessary to satisfy the above-specified deposit requirements with respect to a repayment of Loans pursuant to this Section 2.05, (i) any amounts of accrued interest shall be payable on demand and (ii) any amounts owing under Section 2.14 shall be paid by the Borrower in accordance with such SectionCertificate Account.

Funding Account. With respect to any Borrowing (a) No later than the proceeds Closing Date, the Indenture Trustee shall establish and maintain on behalf of itself one or more segregated trust accounts, which have been deposited in shall be Eligible Accounts, titled "Funding Account, Wells Fargo Bank, N.A., as Indenture Trustee for GMXXX Xome Equity Loan Trust 2005-HE3" (the "Funding Account"). The Indenture Trustee shall establish within the Funding Account a sub-account, titled "Reserve Sub-Account," as set forth in accordance with Section 2.043.17 of this Agreement. On each Payment Date during the Revolving Period, the Borrower Servicer shall deliver withdraw from the Custodial Account and deposit into the Funding Account (but not the Reserve Sub-Account) the aggregate amount of Principal Collections remaining after the purchase of all Additional Balances or Subsequent Mortgage Loans on or prior to such Payment Date. (b) The Servicer may cause the institution maintaining the Funding Account to invest any funds therein in Permitted Investments having a certificatematurity of up to 90 days or maturing or otherwise available not later than the Business Day preceding the related Payment Date on which funds are scheduled to be withdrawn to purchase Subsequent Mortgage Loans; provided, that any investment in Agreed Form (an obligation of the institution with which the Funding Account is maintained may mature on or before 10:30 a.m., New York time, on such Payment Date; and provided further, that no such investment may be sold or disposed of prior to maturity. In addition, no such Permitted Investment shall be purchased at a “Holding Period Release Request”) price in excess of par. At any time when the Indenture Trustee is maintaining the Funding Account, any request by the Servicer to invest funds on deposit therein shall be in writing, delivered to the Administrative Agent requesting Indenture Trustee at or before 10:30 a.m., New York time, if such investment is to be made on such day. The Servicer shall certify that the release requested investment is a Permitted Investment maturing at or prior to the time required hereby. Any such investment shall be registered in the name of the relevant Loans Indenture Trustee or its nominee, and to the extent that any such investment is certificated, such investment shall be maintained with the Indenture Trustee at its Corporate Trust Office. All net income or other gain received from any such investment shall be deposited into or credited to the Note Payment Account. (c) From time to time withdrawals shall be made from the Funding Account to by the account and in Servicer as follows: (i) on each Payment Date during the amount specified in the applicable Borrowing Request no later than 2:00 p.m.Revolving Period, New York City time, any amounts on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held deposit in the Funding Account, in like fundsincluding Excess Spread, shall be withdrawn and applied, to the account extent available, in the following order: (A) to GMACM, as payment for Additional Balances, if any, in an amount equal to (1) the aggregate of all Draws during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the Custodial Account representing Principal Collections received during such Collection Period to the purchase of Additional Balances, the excess, if any, of the Borrower designated aggregate of all Draws during the related Collection Period over Principal Collections for such Collection Period; and (B) to each Seller, as payment for Subsequent Mortgage Loans, if any, in an amount equal to (1) the aggregate Principal Balance of all such Subsequent Mortgage Loans purchased from such Seller during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the applicable Borrowing Request. For Custodial Account representing Principal Collections for such Collection Period toward the avoidance purchase of doubtSubsequent Mortgage Loans, interest will accruethe excess, in accordance with Section 2.10if any, of the aggregate Principal Balance of all such Subsequent Mortgage Loans purchased from such Seller over such Principal Collections; (ii) on the applicable Loans while last Payment Date during the Revolving Period, any amounts remaining on deposit in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or , if a Default or an Event of Default has occurred and is continuingany, the Administrative Agent shall direct the Security Trustee after giving effect to repay the Loans then held in the Funding Account to the applicable Lenders, in amounts corresponding to the amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days after the end of the applicable Holding Period or the occurrence of a Default or Event of Default. With respect to a repayment of Loans pursuant to this Section 2.05, clause (i) any amounts of accrued interest above, shall be payable on demand and (ii) any amounts owing under deposited into the Note Payment Account for payment to the Noteholders pursuant to Section 2.14 shall be paid by 3.05 of the Borrower in accordance with such SectionIndenture.

Funding Account. With (a) The Trustee shall establish and maintain with itself a separate trust account (the "Funding Account") entitled "[Trustee] as Trustee, in trust for the registered holders of Home Equity Loan Asset Backed Certificates, Series 200_-_ Funding Account." The Funding Account shall be an Eligible Account. On each Payment Date during the Funding Period, the Trustee shall withdraw from the Collection Account and deposit to the Funding Account the Scheduled Principal Collections Distribution Amount for such Payment Date. (b) The Servicer may cause the institution maintaining the Funding Account to invest any funds in the Funding Account in Eligible Investments which shall mature or otherwise be available not later than the Business Day next preceding the Payment Date or, with the approval of the Credit Enhancer and the Rating Agencies, on the Payment Date next following the date of such investment (except that any investment in an obligation of the institution with which the Funding Account is maintained may mature on or before 12:00 noon, New York time, on such Payment Date) and shall not be sold or disposed of prior to its maturity. At any time when the Trustee is maintaining the Funding Account, any request by the Servicer to invest funds on deposit in the Funding Account shall be in writing, shall be delivered to the Trustee at or before 10:30 a.m., New York time, if such investment is to be made on such day, and shall certify that the requested investment is an Eligible Investment which matures at or prior to the time required hereby. Any such investment shall be registered in the name of the Trustee as trustee hereunder or in the name of its nominee, and to the extent such investments are certificated they shall be maintained in the possession of the Trustee in the state of its Corporate Trust Office. All income and gain realized from any such investment shall be for the benefit of the Investor Certificateholders and shall be subject to withdrawal by the Trustee for distribution to the Investor Certificateholders as provided in subsection (c)(i) below. The amount of any losses incurred in respect to of the principal amount of any Borrowing the proceeds of which have been such investment shall be deposited in the Funding Account by the Servicer out of its own funds immediately as realized. Any investment earnings on the Funding Account shall be treated as owned by the Transferor for federal and state income tax purposes. (c) From time to time withdrawals shall be made from the Funding Account by the Trustee as follows: (i) on each Payment Date during the Funding Period, to deposit to the Collection Account all income realized from Eligible Investments during the related Interest Period on Principal Collections on deposit in the Funding Account for distribution as Investor Interest Collections in accordance with Section 2.04, the Borrower shall deliver a certificate, in Agreed Form 5.01(a); (a “Holding Period Release Request”ii) on each Payment Date prior to the Administrative Agent requesting the release of the relevant Loans from last Payment Date during the Funding Account to the account and Period, any amounts in the amount specified in the applicable Borrowing Request no later than 2:00 p.m., New York City time, respect of Principal Collections on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held in the Funding Account, in like funds, to the account of the Borrower designated in the applicable Borrowing Request. For the avoidance of doubt, interest will accrue, in accordance with Section 2.10, on the applicable Loans while in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or if a Default or an Event of Default has occurred and is continuing, the Administrative Agent shall direct the Security Trustee to repay the Loans then held deposit in the Funding Account shall be withdrawn and applied to purchase the Subsequent Mortgage Loans, if any, transferred to the applicable LendersTrust pursuant to Section 2.10; and (iii) on the last Payment Date of the Funding Period, any amounts in respect of Principal Collections on deposit in the Funding Account shall be withdrawn and applied in the following order: (A) to purchase the Subsequent Mortgage Loans, if any, transferred to the Trust pursuant to Section 2.10; (B) to the Transferor, in amounts corresponding payment for Additional Balances, in a maximum amount equal to the amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days after the end excess, if any, of the applicable Holding aggregate of Draws during the related Collection Period or over Principal Collections received during such Collection Period; and (C) to the occurrence Collection Account, any remaining amounts on deposit in the Funding Account in respect of a Default or Event of Default. With respect Principal Collections, for distribution to a repayment of Loans the Class A Certificateholders pursuant to this Section 2.05, (i) any amounts of accrued interest shall be payable on demand and (ii) any amounts owing under Section 2.14 shall be paid by the Borrower in accordance with such Section5.01(b).

Funding Account. With respect (a) No later than the Closing Date, the Indenture Trustee shall establish and maintain on behalf of itself one or more segregated trust accounts, which shall be Eligible Accounts, titled "Funding Account, Norwest Bank Minnesota, National Association, as Indenture Trustee for GMACM Home Equity Loan Trust 2000-HE2" (the "Funding Account"). On each Payment Date during the Revolving Period, the Servicer shall withdraw from the Custodial Account and deposit into the Funding Account the aggregate amount of Principal Collections for each Loan Group remaining after the purchase of all Additional Balances and/or Subsequent Mortgage Loans on or prior to such Payment Date. (b) The Servicer may cause the institution maintaining the Funding Account to invest any Borrowing funds therein in Permitted Investments having a maturity of up to 90 days or maturing or otherwise available not later than the proceeds Business Day preceding the related Payment Date on which funds are scheduled to be withdrawn to purchase Subsequent Mortgage Loans; provided, that any investment in an obligation of the institution with which have been the Funding Account is maintained may mature on or before 10:30 a.m., New York time, on such Payment Date; and provided further, that no such investment may be sold or disposed of prior to maturity. In addition, no such Permitted Investment shall be purchased at a price in excess of par. At any time when the Indenture Trustee is maintaining the Funding Account, any request by the Servicer to invest funds on deposit therein shall be in writing, delivered to the Indenture Trustee at or before 10:30 a.m., New York time, if such investment is to be made on such day. The Servicer shall certify that the requested investment is a Permitted Investment maturing at or prior to the time required hereby. Any such investment shall be registered in the name of the Indenture Trustee or its nominee, and to the extent that any such investment is certificated, such investment shall be maintained with the Indenture Trustee at its Corporate Trust Office. All net income or other gain received from any such investment shall be deposited into or credited to the Note Payment Account. (c) From time to time withdrawals shall be made from the Funding Account by the Servicer as follows: (i) on each Payment Date during the Revolving Period, any amounts on deposit in the Funding Account in accordance with Section 2.04shall be withdrawn and applied, to the Borrower shall deliver a certificateextent available, in Agreed Form the following order: (a “Holding Period Release Request”A) to the Administrative Agent requesting Seller, as payment for Additional Balances, if any, in an amount equal to (1) the release aggregate of all Draws during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the Custodial Account representing Principal Collections received during such Collection Period to the purchase of Additional Balances, the excess, if any, of the relevant Loans from aggregate of all Draws during the Funding Account related Collection Period over Principal Collections for such Collection Period; and (B) to the account and Seller, as payment for Subsequent Mortgage Loans, if any, in an amount equal to (1) the aggregate Principal Balance of all such Subsequent Mortgage Loans during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the amount specified in Custodial Account representing Principal Collections for such Collection Period toward the applicable Borrowing Request no later than 2:00 p.m.purchase of Subsequent Mortgage Loans, New York City timethe excess, if any, of the aggregate Principal Balance of all such Subsequent Mortgage Loans over such Principal Collections; and (ii) on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held in the Funding Account, in like funds, to the account of the Borrower designated in the applicable Borrowing Request. For the avoidance of doubt, interest will accrue, in accordance with Section 2.10, on the applicable Loans while in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request last Payment Date during the applicable Holding Period or if a Default or an Event of Default has occurred and is continuingRevolving Period, the Administrative Agent shall direct the Security Trustee to repay the Loans then held any amounts remaining on deposit in the Funding Account relating to the applicable Lenderseither Loan Group, in amounts corresponding after giving effect to the amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days after the end of the applicable Holding Period or the occurrence of a Default or Event of Default. With respect to a repayment of Loans pursuant to this Section 2.05, clause (i) any amounts of accrued interest above, shall be payable on demand and (ii) any amounts owing under deposited into the Note Payment Account for payment to the Noteholders pursuant to Section 2.14 shall be paid by 3.05 of the Borrower in accordance with such SectionIndenture.

Funding Account. With respect (a) No later than the Closing Date, the Indenture Trustee shall establish and maintain on behalf of itself one or more segregated trust accounts, which shall be Eligible Accounts, titled "Funding Account, Bank One, National Association, as Indenture Trustee for GMACM Home Equity Loan Trust 2001-HE3" (the "Funding Account"). On each Payment Date during the Revolving Period, the Servicer shall withdraw from the Custodial Account and deposit into the Funding Account the aggregate amount of Principal Collections for each Group remaining after the purchase of all Additional Balances and/or Subsequent Mortgage Loans on or prior to such Payment Date and allocate such deposit to the related Group. (b) The Servicer may cause the institution maintaining the Funding Account to invest any Borrowing funds therein in Permitted Investments having a maturity of up to 90 days or maturing or otherwise available not later than the proceeds Business Day preceding the related Payment Date on which funds are scheduled to be withdrawn to purchase Subsequent Mortgage Loans; provided, that any investment in an obligation of the institution with which have been the Funding Account is maintained may mature on or before 10:30 a.m., New York time, on such Payment Date; and provided further, that no such investment may be sold or disposed of prior to maturity. In addition, no such Permitted Investment shall be purchased at a price in excess of par. At any time when the Indenture Trustee is maintaining the Funding Account, any request by the Servicer to invest funds on deposit therein shall be in writing, delivered to the Indenture Trustee at or before 10:30 a.m., New York time, if such investment is to be made on such day. The Servicer shall certify that the requested investment is a Permitted Investment maturing at or prior to the time required hereby. Any such investment shall be registered in the name of the Indenture Trustee or its nominee, and to the extent that any such investment is certificated, such investment shall be maintained with the Indenture Trustee at its Corporate Trust Office. All net income or other gain received from any such investment shall be deposited into or credited to the Note Payment Account. (c) From time to time withdrawals shall be made from the Funding Account by the Servicer as follows: (i) on each Payment Date during the Revolving Period, any amounts on deposit in the Funding Account in accordance with Section 2.04, the Borrower shall deliver a certificate, in Agreed Form (a “Holding Period Release Request”) relating to the Administrative Agent requesting the release of the relevant Loans from the Funding Account to the account and in the amount specified in the applicable Borrowing Request no later than 2:00 p.m., New York City time, on the requested date of such release (such date each Group shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior withdrawn and applied with respect to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held in the Funding Account, in like fundsGroup, to the account extent available, in the following order: (A) to GMACM, as payment for Additional Balances relating to such Group, if any, in an amount equal to (1) the aggregate of all Draws during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the Custodial Account representing Principal Collections for such Group received during such Collection Period to the purchase of Additional Balances, the excess, if any, of the Borrower designated aggregate of all Draws for such Group during the related Collection Period over Principal Collections for such Group for such Collection Period; and (B) to each Seller, as payment for Subsequent Mortgage Loans for such Group, if any, in an amount equal to (1) the aggregate Principal Balance of all such Subsequent Mortgage Loans purchased from such Seller for such Group during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the applicable Borrowing Request. For Custodial Account representing Principal Collections for such Group for such Collection Period toward the avoidance purchase of doubtSubsequent Mortgage Loans, interest will accruethe excess, in accordance with Section 2.10if any, of the aggregate Principal Balance of all such Subsequent Mortgage Loans for such Group purchased from such Seller over such Principal Collections for such Group; and (ii) on the applicable Loans while in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request last Payment Date during the applicable Holding Period or if a Default or an Event of Default has occurred and is continuingRevolving Period, the Administrative Agent shall direct the Security Trustee to repay the Loans then held any amounts remaining on deposit in the Funding Account relating to the applicable Lenderseach Group, in amounts corresponding if any, after giving effect to the amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days after the end of the applicable Holding Period or the occurrence of a Default or Event of Default. With respect to a repayment of Loans pursuant to this Section 2.05, clause (i) any amounts of accrued interest above, shall be payable on demand and (ii) any amounts owing under deposited into the Note Payment Account for payment to the Noteholders relating to such Group pursuant to Section 2.14 shall be paid by 3.05 of the Borrower in accordance with such SectionIndenture.

Funding Account. With On or before the issuance of the Certificates, Xxxxxx Xxx shall either (i) open with an Eligible Depository one or more trust accounts in the name of the Trustee of the Trust Fund that shall collectively be the “Funding Account”, (ii) in lieu of maintaining any such account or accounts, maintain the Funding Account by means of appropriate entries on its books and records or (iii) maintain the Funding Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Funding Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as funds held in the Funding Account by, or for the account of, the Trustee shall at all times be identified. To the extent that the Funding Account is maintained by the Trustee in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Funding Account shall be deemed to refer to credits and debits to the related books of the Trustee. The Funding Account shall be held in a non-interest bearing account and the funds therein shall not be invested. Xxxxxx Mae, as soon as practicable following the initial publication of Class Factors pursuant to Section 3.08, shall deposit in the Funding Account an amount equal to the aggregate amount required to be distributed on the initial Distribution Date in respect to any Borrowing of the proceeds of which have been Designated Funding Classes (the “Initial Funding Amount”). On the initial Distribution Date for the Designated Funding Classes, Xxxxxx Xxx shall withdraw all amounts so deposited in the Funding Account and deposit the same in accordance with Section 2.04the Certificate Account in order to effect the required distributions thereon. As promptly as practicable following the Related Security Distribution Due Date, Xxxxxx Mae shall withdraw from the Borrower shall deliver a certificate, Certificate Account all amounts held therein in Agreed Form (a “Holding Period Release Request”) respect of the Mortgage Securities relating to the Administrative Agent requesting Designated Funding Classes and deposit the release of the relevant Loans from the Funding Account to the account and in the amount specified in the applicable Borrowing Request no later than 2:00 p.m., New York City time, on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held same in the Funding Account, in like fundssubject to withdrawal as hereinafter provided. As promptly as practicable following the second publication of Class Factors pursuant to Section 3.08, to the account of the Borrower designated in the applicable Borrowing Request. For the avoidance of doubt, interest will accrue, in accordance with Section 2.10, on the applicable Loans while in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or if a Default or an Event of Default has occurred and is continuing, the Administrative Agent Xxxxxx Xxx shall direct the Security Trustee to repay the Loans then held deposit in the Funding Account any amount by which the aggregate amount required to be distributed in respect of the Designated Funding Classes on the following Distribution Date is in excess of the amount at the time on deposit therein. As promptly as practicable following the Related Security Distribution Due Date, Xxxxxx Mae shall withdraw from the Certificate Account all amounts held therein in respect of the Mortgage Securities relating to the applicable Lenders, Designated Funding Classes and (a) deposit in amounts corresponding the Funding Account any such amount as shall be necessary to make the amount held therein equal to the Initial Funding Amount and (b) pay over to itself any amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days remaining after the end deposit referred to in (a) above. Similar requirements and procedures for deposit in the Certificate Account, withdrawal from the Certificate Account and subsequent deposit into the Funding Account shall apply for the remainder of the applicable Holding Period or life of the occurrence Trust Fund; provided, however, that Xxxxxx Xxx may withdraw from the Funding Account and remit to itself such additional amounts as it may determine from time to time to be in excess of a Default or Event of Default. With the amounts necessary to satisfy the above-specified deposit requirements with respect to a repayment of Loans pursuant to this Section 2.05, (i) any amounts of accrued interest shall be payable on demand and (ii) any amounts owing under Section 2.14 shall be paid by the Borrower in accordance with such SectionCertificate Account.

Funding Account. With respect to any Borrowing (a) No later than the proceeds Closing Date, the Indenture Trustee shall establish and maintain on behalf of itself one or more segregated trust accounts, which have been deposited in shall be Eligible Accounts, titled “Funding Account, Xxxxx Fargo Bank, N.A., as Indenture Trustee for GMACM Home Equity Loan Trust 2005-HE1” (the “Funding Account”). The Indenture Trustee shall establish within the Funding Account a sub-account, titled “Reserve Sub-Account,” as set forth in accordance with Section 2.043.17 of this Agreement. On each Payment Date during the Revolving Period, the Borrower Servicer shall deliver withdraw from the Custodial Account and deposit into the Funding Account (but not the Reserve Sub-Account) the aggregate amount of Principal Collections remaining after the purchase of all Additional Balances or Subsequent Mortgage Loans on or prior to such Payment Date. (b) The Servicer may cause the institution maintaining the Funding Account to invest any funds therein in Permitted Investments having a certificatematurity of up to 90 days or maturing or otherwise available not later than the Business Day preceding the related Payment Date on which funds are scheduled to be withdrawn to purchase Subsequent Mortgage Loans; provided, that any investment in Agreed Form (an obligation of the institution with which the Funding Account is maintained may mature on or before 10:30 a.m., New York time, on such Payment Date; and provided further, that no such investment may be sold or disposed of prior to maturity. In addition, no such Permitted Investment shall be purchased at a “Holding Period Release Request”) price in excess of par. At any time when the Indenture Trustee is maintaining the Funding Account, any request by the Servicer to invest funds on deposit therein shall be in writing, delivered to the Administrative Agent requesting Indenture Trustee at or before 10:30 a.m., New York time, if such investment is to be made on such day. The Servicer shall certify that the release requested investment is a Permitted Investment maturing at or prior to the time required hereby. Any such investment shall be registered in the name of the relevant Loans Indenture Trustee or its nominee, and to the extent that any such investment is certificated, such investment shall be maintained with the Indenture Trustee at its Corporate Trust Office. All net income or other gain received from any such investment shall be deposited into or credited to the Note Payment Account. (c) From time to time withdrawals shall be made from the Funding Account to by the account and in Servicer as follows: (i) on each Payment Date during the amount specified in the applicable Borrowing Request no later than 2:00 p.m.Revolving Period, New York City time, any amounts on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held deposit in the Funding Account, in like fundsincluding Excess Spread, shall be withdrawn and applied, to the account extent available, in the following order: (A) to GMACM, as payment for Additional Balances, if any, in an amount equal to (1) the aggregate of all Draws during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the Custodial Account representing Principal Collections received during such Collection Period to the purchase of Additional Balances, the excess, if any, of the Borrower designated aggregate of all Draws during the related Collection Period over Principal Collections for such Collection Period; and (B) to each Seller, as payment for Subsequent Mortgage Loans, if any, in an amount equal to (1) the aggregate Principal Balance of all such Subsequent Mortgage Loans purchased from such Seller during the related Collection Period or (2) if the Servicer has applied amounts on deposit in the applicable Borrowing Request. For Custodial Account representing Principal Collections for such Collection Period toward the avoidance purchase of doubtSubsequent Mortgage Loans, interest will accruethe excess, in accordance with Section 2.10if any, of the aggregate Principal Balance of all such Subsequent Mortgage Loans purchased from such Seller over such Principal Collections; (ii) on the applicable Loans while last Payment Date during the Revolving Period, any amounts remaining on deposit in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or , if a Default or an Event of Default has occurred and is continuingany, the Administrative Agent shall direct the Security Trustee after giving effect to repay the Loans then held in the Funding Account to the applicable Lenders, in amounts corresponding to the amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days after the end of the applicable Holding Period or the occurrence of a Default or Event of Default. With respect to a repayment of Loans pursuant to this Section 2.05, clause (i) any amounts of accrued interest above, shall be payable on demand and (ii) any amounts owing under deposited into the Note Payment Account for payment to the Noteholders pursuant to Section 2.14 shall be paid by 3.05 of the Borrower in accordance with such SectionIndenture.

Funding Account. With respect (a) On or prior to any Borrowing the proceeds Closing Date, Indenture Trustee shall establish and maintain with a Qualified Institution, which may be Indenture Trustee, in the name of which have been the Trust, on behalf of the Trust, for the benefit of the Noteholders and the Holder of the Transferor Interest, a segregated trust account (the "Funding Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Holder of the Transferor Interest. Except as otherwise provided in this Section 4.19, Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Funding Account and in accordance with Section 2.04, all proceeds thereof. The Funding Account shall be under the Borrower shall deliver a certificate, in Agreed Form (a “Holding Period Release Request”) to sole dominion and control of Indenture Trustee for the Administrative Agent requesting the release benefit of the relevant Loans Noteholders and the Holder of the Transferor Interest. If at any time the institution holding the Funding Account ceases to be a Qualified Institution, Servicer shall notify Indenture Trustee in writing, and Indenture Trustee upon being notified (or Servicer on its behalf) shall, within ten (10) Business Days (or such longer period as to which the Rating Agencies may consent) establish a new Funding Account meeting the conditions specified above with a Qualified Institution and shall transfer any cash or any investments to such new Funding Account. Indenture Trustee, at the written direction of Servicer, shall (i) make withdrawals from the Funding Account from time to time in an amount up to the account Available Funding Account Amount at such time, for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Date prior to termination of the Funding Account, make a deposit into the Funding Account in the amount specified in, and otherwise in accordance with, subsection 4.19(d). (b) Funds on deposit in the applicable Borrowing Request no later than 2:00 p.m., New York City time, on the requested date of such release (such date Funding Account shall be a invested at the written direction of Servicer by Indenture Trustee in Permitted Investments. Funds on deposit in the Funding Account on any Transfer Date, after giving effect to any withdrawals from and deposits to the Funding Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Business Day. On each Transfer Date, the Investment Earnings, if any, accrued since the preceding Transfer Date on funds on deposit in the Funding Account shall be paid to the Holders of the Transferor Interest by Indenture Trustee upon written direction of Servicer. For purposes of determining the availability of funds or the balance in the Funding Account for any reason under this Indenture Supplement, all such Investment Earnings shall be deemed not to be available or on deposit. (c) On the Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release RequestAdjustment Date on which the Note Initial Principal Balance will increase, the Administrative Agent will direct Available Funding Account Amount shall be withdrawn from the Security Trustee to make such Loans available Funding Account and deposited to the Borrower Spread Account to the extent of any Spread Account Deficiency that will exist on such Adjustment Date (calculated by promptly transferring assuming that such increase will occur). On any Adjustment Date on which the applicable Loans Note Initial Principal Balance will decrease, the Available Funding Account Amount shall be withdrawn from the Funding Account and applied pursuant to Section 4.11(a)(v)(C) to the extent that amounts available pursuant to Section 4.11(a)(v)(A) and (including B) are not sufficient to pay the full Reduction Amount. To the extent that amounts on deposit in the Funding Account include Collections of Principal Receivables, such amounts will not be deemed to constitute "amounts on deposit in the Principal Accounts" for purposes of the definition of Transferor Interest or otherwise included in the calculation of the Transferor Interest and the Transferor Interest shall be calculated as if such amounts had been distributed to the Transferor. (d) If on any interest accrued thereon) held in Business Day, after giving effect to any withdrawals from the Funding Account, the Available Funding Account Amount is less than the Designated Funding Account Amount then in like fundseffect, Collections shall be deposited into the Funding Account pursuant to subsection 4.01(b) and subsection 4.07(ii) up to the account amount of the Borrower designated in the applicable Borrowing Request. For the avoidance of doubtFunding Account Deficiency. (e) If, interest will accrue, in accordance with Section 2.10, on the applicable Loans while in after giving effect to all deposits to and withdrawals from the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or if a Default or an Event of Default has occurred and is continuingAccount on any Business Day, the Administrative Agent shall direct the Security Trustee to repay the Loans then held amount on deposit in the Funding Account to exceeds the applicable LendersDesignated Funding Account Amount, in amounts corresponding to the amounts advanced for such Borrowing by such Lender Indenture Trustee, acting in accordance with Section 2.04(a) within two (2) Business Days after the end instructions of Servicer, shall pay such amounts to the holders of the applicable Holding Period or the occurrence of a Default or Event of Default. With respect to a repayment of Loans pursuant to this Section 2.05, (i) any amounts of accrued interest shall be payable on demand and (ii) any amounts owing under Section 2.14 shall be paid by the Borrower in accordance with such SectionTransferor Interest.

Funding Account. With On or before the issuance of the Certificates, Xxxxxx Mae shall either (i) open with an Eligible Depository one or more trust accounts in the name of the Trustee of the Trust Fund that shall collectively be the “Funding Account”, (ii) in lieu of maintaining any such account or accounts, maintain the Funding Account by means of appropriate entries on its books and records or (iii) maintain the Funding Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Funding Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as funds held in the Funding Account by, or for the account of, the Trustee shall at all times be identified. To the extent that the Funding Account is maintained by the Trustee in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Funding Account shall be deemed to refer to credits and debits to the related books of the Trustee. The Funding Account shall be held in a non-interest bearing account and the funds therein shall not be invested. Xxxxxx Xxx, as soon as practicable following the initial publication of Class Factors pursuant to Section 3.08, shall deposit in the Funding Account an amount equal to the aggregate amount required to be distributed on the initial Distribution Date in respect to any Borrowing of the proceeds of which have been Designated Funding Classes (the “Initial Funding Amount”). On the initial Distribution Date for the Designated Funding Classes, Xxxxxx Mae shall withdraw all amounts so deposited in the Funding Account and deposit the same in accordance with Section 2.04the Certificate Account in order to effect the required distributions thereon. As promptly as practicable following the Related Security Distribution Due Date, Xxxxxx Xxx shall withdraw from the Borrower shall deliver a certificate, Certificate Account all amounts held therein in Agreed Form (a “Holding Period Release Request”) respect of the Mortgage Securities relating to the Administrative Agent requesting Designated Funding Classes and deposit the release of the relevant Loans from the Funding Account to the account and in the amount specified in the applicable Borrowing Request no later than 2:00 p.m., New York City time, on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held same in the Funding Account, in like fundssubject to withdrawal as hereinafter provided. As promptly as practicable following the second publication of Class Factors pursuant to Section 3.08, to the account of the Borrower designated in the applicable Borrowing Request. For the avoidance of doubt, interest will accrue, in accordance with Section 2.10, on the applicable Loans while in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or if a Default or an Event of Default has occurred and is continuing, the Administrative Agent Xxxxxx Mae shall direct the Security Trustee to repay the Loans then held deposit in the Funding Account any amount by which the aggregate amount required to be distributed in respect of the Designated Funding Classes on the following Distribution Date is in excess of the amount at the time on deposit therein. As promptly as practicable following the Related Security Distribution Due Date, Xxxxxx Xxx shall withdraw from the Certificate Account all amounts held therein in respect of the Mortgage Securities relating to the applicable Lenders, Designated Funding Classes and (a) deposit in amounts corresponding the Funding Account any such amount as shall be necessary to make the amount held therein equal to the Initial Funding Amount and (b) pay over to itself any amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days remaining after the end deposit referred to in (a) above. Similar requirements and procedures for deposit in the Certificate Account, withdrawal from the Certificate Account and subsequent deposit into the Funding Account shall apply for the remainder of the applicable Holding Period or life of the occurrence Trust Fund; provided, however, that Xxxxxx Mae may withdraw from the Funding Account and remit to itself such additional amounts as it may determine from time to time to be in excess of a Default or Event of Default. With the amounts necessary to satisfy the above-specified deposit requirements with respect to a repayment of Loans pursuant to this Section 2.05, (i) any amounts of accrued interest shall be payable on demand and (ii) any amounts owing under Section 2.14 shall be paid by the Borrower in accordance with such SectionCertificate Account.

Funding Account. With (a) The Trustee shall establish and maintain with itself a separate trust account (the "FUNDING ACCOUNT") entitled "[Trustee] as Trustee, in trust for the registered holders of Home Equity Loan Asset Backed Certificates, Series 200_-_ Funding Account." The Funding Account shall be an Eligible Account. On each Payment Date during the Funding Period, the Trustee shall withdraw from the Collection Account and deposit to the Funding Account the Scheduled Principal Collections Distribution Amount for such Payment Date. (b) The Servicer may cause the institution maintaining the Funding Account to invest any funds in the Funding Account in Eligible Investments which shall mature or otherwise be available not later than the Business Day next preceding the Payment Date or, with the approval of the Credit Enhancer and the Rating Agencies, on the Payment Date next following the date of such investment (except that any investment in an obligation of the institution with which the Funding Account is maintained may mature on or before 12:00 noon, New York time, on such Payment Date) and shall not be sold or disposed of prior to its maturity. At any time when the Trustee is maintaining the Funding Account, any request by the Servicer to invest funds on deposit in the Funding Account shall be in writing, shall be delivered to the Trustee at or before 10:30 a.m., New York time, if such investment is to be made on such day, and shall certify that the requested investment is an Eligible Investment which matures at or prior to the time required hereby. Any such investment shall be registered in the name of the Trustee as trustee hereunder or in the name of its nominee, and to the extent such investments are certificated they shall be maintained in the possession of the Trustee in the state of its Corporate Trust Office. All income and gain realized from any such investment shall be for the benefit of the Investor Certificateholders and shall be subject to withdrawal by the Trustee for distribution to the Investor Certificateholders as provided in subsection (c)(i) below. The amount of any losses incurred in respect to of the principal amount of any Borrowing the proceeds of which have been such investment shall be deposited in the Funding Account by the Servicer out of its own funds immediately as realized. Any investment earnings on the Funding Account shall be treated as owned by the Transferor for federal and state income tax purposes. (c) From time to time withdrawals shall be made from the Funding Account by the Trustee as follows: (i) on each Payment Date during the Funding Period, to deposit to the Collection Account all income realized from Eligible Investments during the related Interest Period on Principal Collections on deposit in the Funding Account for distribution as Investor Interest Collections in accordance with Section 2.04, the Borrower shall deliver a certificate, in Agreed Form 5.01(a); (a “Holding Period Release Request”ii) on each Payment Date prior to the Administrative Agent requesting the release of the relevant Loans from last Payment Date during the Funding Account to the account and Period, any amounts in the amount specified in the applicable Borrowing Request no later than 2:00 p.m., New York City time, respect of Principal Collections on the requested date of such release (such date shall be a Business Day in the applicable Holding Period), provided that all conditions precedent in Section 4.02 shall be satisfied or waived prior to any Holding Period Release Request being effective. Upon receipt of an effective Holding Period Release Request, the Administrative Agent will direct the Security Trustee to make such Loans available to the Borrower by promptly transferring the applicable Loans (including any interest accrued thereon) held in the Funding Account, in like funds, to the account of the Borrower designated in the applicable Borrowing Request. For the avoidance of doubt, interest will accrue, in accordance with Section 2.10, on the applicable Loans while in the Funding Account. If the Administrative Agent does not receive an effective Holding Period Release Request during the applicable Holding Period or if a Default or an Event of Default has occurred and is continuing, the Administrative Agent shall direct the Security Trustee to repay the Loans then held deposit in the Funding Account shall be withdrawn and applied to purchase the Subsequent Mortgage Loans, if any, transferred to the applicable LendersTrust pursuant to Section 2.10; and (iii) on the last Payment Date of the Funding Period, any amounts in respect of Principal Collections on deposit in the Funding Account shall be withdrawn and applied in the following order: (A) to purchase the Subsequent Mortgage Loans, if any, transferred to the Trust pursuant to Section 2.10; (B) to the Transferor, in amounts corresponding payment for Additional Balances, in a maximum amount equal to the amounts advanced for such Borrowing by such Lender in accordance with Section 2.04(a) within two (2) Business Days after the end excess, if any, of the applicable Holding aggregate of Draws during the related Collection Period or over Principal Collections received during such Collection Period; and (C) to the occurrence Collection Account, any remaining amounts on deposit in the Funding Account in respect of a Default or Event of Default. With respect Principal Collections, for distribution to a repayment of Loans the Class A Certificateholders pursuant to this Section 2.05, (i) any amounts of accrued interest shall be payable on demand and (ii) any amounts owing under Section 2.14 shall be paid by the Borrower in accordance with such Section5.01(b).