Common use of Pre-Funding Account Clause in Contracts

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “Remaining Pre-Funded Amount”) and deposit such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Date.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $0 from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ $200,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “Remaining Pre-Funded Amount”) and deposit such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Date.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will deposit, on behalf of the Seller, Seller shall deposit in the Pre-Funding Account $ $382,948,795.62 from the net proceeds of the sale of the Notes. On or prior to the Business Day immediately preceding each Subsequent Transfer Date, the Servicer shall calculate the following amounts and instruct the Indenture Trustee to withdraw such amounts from the Pre-Funding Account an amount equal toon such Subsequent Transfer Date: (i) an amount equal to the aggregate Contract Value Principal Balance of the Subsequent Receivables transferred to the Issuing Entity Trust on such Subsequent Transfer Date less an amount equal to the sum of the amounts described in clause clauses (ii) and clause through (iiiiv) belowof this sentence, and which amount the Indenture Trustee shall distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to on such transferSubsequent Transfer Date, (ii) the Spread Subsequent Reserve Account Initial Deposit for such Subsequent Transfer Date andDate, which amount the Indenture Trustee shall deposit to the Reserve Account on behalf of the SellerSeller on such Subsequent Transfer Date, deposit such amount in the Spread Account and (iii) if the Principal Yield Supplement Account has not been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, the Subsequent Yield Supplement Account Deposit for such Subsequent Transfer Date, and, which amount the Indenture Trustee shall deposit to the Yield Supplement Account on behalf of the SellerSeller on such Subsequent Transfer Date, and (iv) the Subsequent Payahead Account Deposit, which amount the Indenture Trustee shall deposit to the Payahead Account on behalf of the Seller on such amount in the Principal Supplement AccountSubsequent Transfer Date. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Pre-Funding Period ends (or, if the Pre-Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Pre-Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date), in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), Account on such Payment Date (or, in if the case of clause (ii)Pre-Funding Period does not end on a Payment Date, on the first Payment Date immediately succeeding such Determination Datefollowing the end of the Pre-Funding Period), the amount remaining at the time in the Pre-Funding Account at such time exclusive of the Pre-Funding Account Investment Earnings, if any, for the related Collection Period (such remaining amount being the “"Remaining Pre-Funded Amount”") and deposit such amounts amount in the Collection Account, Account for inclusion in the Total Distribution Amount Available Funds for that such Payment Date. The Pre-Funding Account Investment Earnings for the related Collection Period (together with any other interest and other income (net of losses and expenses) earned on amounts on deposit in the Pre-Funding Account that are on deposit in the Pre-Funding Account) shall be deposited to the Collection Account.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will deposit, on behalf of the Seller, Seller shall deposit in the Pre-Funding Account $ $202,210,941.29 from the net proceeds of the sale of the Notes. On or prior to the Business Day immediately preceding each Subsequent Transfer Date, the Servicer shall calculate the following amounts and instruct the Indenture Trustee to withdraw such amounts from the Pre-Funding Account an amount equal toon such Subsequent Transfer Date: (i) an amount equal to the aggregate Contract Value Principal Balance of the Subsequent Receivables transferred to the Issuing Entity Trust on such Subsequent Transfer Date less an amount equal to the sum of the amounts described in clause clauses (ii) and clause through (iiiiv) belowof this sentence, and which amount the Indenture Trustee shall distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to on such transferSubsequent Transfer Date, (ii) the Spread Subsequent Reserve Account Initial Deposit for such Subsequent Transfer Date andDate, which amount the Indenture Trustee shall deposit to the Reserve Account on behalf of the SellerSeller on such Subsequent Transfer Date, deposit such amount in the Spread Account and (iii) if the Principal Yield Supplement Account has not been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, the Subsequent Yield Supplement Account Deposit for such Subsequent Transfer Date, and, which amount the Indenture Trustee shall deposit to the Yield Supplement Account on behalf of the SellerSeller on such Subsequent Transfer Date, and (iv) the Subsequent Payahead Account Deposit, which amount the Indenture Trustee shall deposit to the Payahead Account on behalf of the Seller on such amount in the Principal Supplement AccountSubsequent Transfer Date. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Pre-Funding Period ends (or, if the Pre- Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Pre-Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date), in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Pre- Funding Account, in the case of clause (i), Account on such Payment Date (or, in if the case of clause (ii)Pre-Funding Period does not end on a Payment Date, on the first Payment Date immediately succeeding such Determination Datefollowing the end of the Pre-Funding Period), the amount remaining at the time in the Pre-Funding Account at such time exclusive of the Pre-Funding Account Investment Earnings, if any, for the related Collection Period (such remaining amount being the “"Remaining Pre-Funded Amount”") and deposit such amounts amount in the Collection Account, Account for inclusion in the Total Distribution Amount Available Funds for that such Payment Date. The Pre-Funding Account Investment Earnings for the related Collection Period (together with any other interest and other income (net of losses and expenses) earned on amounts on deposit in the Pre-Funding Account that are on deposit in the Pre-Funding Account) shall be deposited to the Collection Account.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “Remaining Pre-Funded Amount”) and deposit such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Date.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Indenture Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $235,541,631.19 from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee in writing: (i) to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Spread Account Additional Deposit, if any, on such Subsequent Transfer Date less Date, and to deliver such funds to the amounts described Collateral Agent for deposit in clause the Spread Account, (ii) to withdraw from the Pre-Funding Account the amount, if any, by which the Requisite Reserve Amount for such Subsequent Transfer Date exceeds the Reserve Amount, and clause to deposit such funds in the Reserve Account, (iii) belowto withdraw from the Pre-Funding Account the Class A-1 Holdback Amount, if any, for such Subsequent Transfer Date, and to deposit such funds in the Class A-1 Holdback Subaccount, (iv) to withdraw from the Pre-Funding Account the amount, if any, on deposit therein in excess of the remaining Prefunded Amount, after giving effect to the withdrawals specified in clauses (i) - (iii) above, and to distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) 2.4 with respect to such transfer, and (iiv) to withdraw from the Spread Reserve Account Initial Deposit an amount equal to the excess, if any, of the Reserve Amount (after giving effect to withdrawals from the Reserve Account pursuant to Section 5.1 on the immediately following Distribution Date, if such Subsequent Transfer Date falls between a Determination Date and the related Distribution Date) over the Requisite Reserve Amount for such Subsequent Transfer Date and, on behalf and to distribute such amount to or upon the order of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement AccountDepositor. (b) If: If (ix) the Pre-Funded Amount has not been reduced to zero on the Payment Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date or immediately following the end of the Funding Period) or (iiy) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date Distribution Date pursuant to paragraph (a)) above, the Servicer shall instruct provide written instructions to the Indenture Trustee to withdraw from the Pre-Funding AccountAccount on such Distribution Date an amount equal to the sum of the Class A-1 Prepayment Amount, the Class A-2 Prepayment Amount, the Class A-3 Prepayment Amount, the Class A-4 Prepayment Amount and the Class A-5 Prepayment Amount and deposit such amount in the case of clause (i), Note Distribution Account. Any remaining funds on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time deposit in the Pre-Funding Account shall be distributed to the Depositor. If the funds on deposit in the Pre-Funding Account are less than the amount described above, then the Servicer shall provide written instructions to the Indenture Trustee to withdraw the funds on deposit in the Pre-Funding Account and deposit such funds in the Note Distribution Account and Collection Account, pro rata in accordance with the amount specified above. (such remaining amount being c) If the “Remaining Pre-Funded Amount”) Amount is greater than $100,000 at the end of the Funding Period, the Seller will deposit into the Note Distribution Account an amount equal to the sum of the Class A-1 Prepayment Premium, the Class A-2 Prepayment Premium, the Class A-3 Prepayment Premium, the Class A-4 Prepayment Premium and deposit such amounts the Class A-5 Prepayment Premium; PROVIDED, HOWEVER, that the obligation of the Seller to make the deposits referred to in this sentence is expressly limited to the extent of the amount of Liquidated Damages (as defined in the Collection Account, for inclusion in Closing Date Purchase Agreement) paid to the Total Distribution Amount for that Payment DateSeller by AFL and by the Seller to the Trust.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Indenture Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $146,901,153.65 from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee in writing: (i) to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Spread Account Additional Deposit, if any, on such Subsequent Transfer Date less Date, and to deliver such funds to the amounts described Collateral Agent for deposit in clause the Spread Account, (ii) to withdraw from the Pre-Funding Account the amount, if any, by which the Requisite Reserve Amount for such Subsequent Transfer Date exceeds the Reserve Amount, and clause to deposit such funds in the Reserve Account, (iii) belowto withdraw from the Pre-Funding Account the Class A-1 Holdback Amount, if any, for such Subsequent Transfer Date, and to deposit such funds in the Class A-1 Holdback Subaccount, (iv) to withdraw from the Pre-Funding Account the amount, if any, on deposit therein in excess of the remaining Pre-Funded Amount, after giving effect to the withdrawals specified in clauses (i) - (iii) above, and to distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) 2.4 with respect to such transfer, and (iiv) to withdraw from the Spread Reserve Account Initial Deposit an amount equal to the excess, if any, of the Reserve Amount (after giving effect to withdrawals from the Reserve Account pursuant to Section 5.1 on the immediately following Distribution Date, if such Subsequent Transfer Date falls between a Determination Date and the related Distribution Date) over the Requisite Reserve Amount for such Subsequent Transfer Date and, on behalf and to distribute such amount to or upon the order of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement AccountDepositor. (b) If: If (ix) the Pre-Funded Amount has not been reduced to zero on the Payment Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date or immediately following the end of the Funding Period) or (iiy) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date Distribution Date pursuant to paragraph (a)) above, the Servicer shall instruct provide written instructions to the Indenture Trustee to withdraw from the Pre-Funding AccountAccount on such Distribution Date an amount equal to the sum of the Class A-1 Prepayment Amount, the Class A-2 Prepayment Amount, the Class A-3 Prepayment Amount, the Class A-4 Prepayment Amount and the Class A-5 Prepayment Amount and deposit such amount in the case of clause (i), Note Distribution Account. Any remaining funds on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time deposit in the Pre-Funding Account shall be distributed to the Depositor. If the funds on deposit in the Pre-Funding Account are less than the amount described above, then the Servicer shall provide written instructions to the Indenture Trustee to withdraw the funds on deposit in the Pre-Funding Account and deposit such funds in the Note Distribution Account and Collection Account, pro rata in accordance with the amount specified above. (such remaining amount being c) If the “Remaining Pre-Funded Amount”) Amount is greater than $100,000 at the end of the Funding Period, the Seller will deposit into the Note Distribution Account an amount equal to the sum of the Class A-1 Prepayment Premium, the Class A-2 Prepayment Premium, the Class A-3 Prepayment Premium, the Class A-4 Prepayment Premium and deposit such amounts the Class A-5 Prepayment Premium; PROVIDED, HOWEVER, that the obligation of the Seller to make the deposits referred to in this sentence is expressly limited to the extent of the amount of Liquidated Damages (as defined in the Collection Account, for inclusion in Closing Date Purchase Agreement) paid to the Total Distribution Amount for that Payment DateSeller by AFL and by the Seller to the Trust.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Issuer shall cause the Indenture Trustee will deposit, on behalf of the Seller, to deposit in the Pre-Funding Account $ the Pre-Funded Amount from the net proceeds of the sale of the Notes. On each the Subsequent Transfer Date, upon satisfaction of the conditions set forth in Section 2.01(b) with respect to such transfer, the Servicer shall instruct the Indenture Trustee in writing to withdraw from the Pre-Funding Account an amount equal to: to (i) the aggregate Contract Value Principal Balance of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) belowReserve Account Subsequent Deposit Amount for such Subsequent Transfer Date, and to distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, Depositor and (ii) the Spread Reserve Account Initial Subsequent Deposit Amount for such Subsequent Transfer Date and, on behalf of the SellerIssuer, to deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Reserve Account. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero on the Payment Date on which last day of the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a)) above, the Servicer shall instruct the Indenture Trustee in writing to withdraw from the Pre-Funding Account, in Account on the case of clause Mandatory Redemption Date (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in ) if the Pre-Funding Account (such remaining amount being Funded Amount is equal to or less than $100,000, the “Remaining Pre-Funded Amount”Amount and deposit such amount in the Note Distribution Account to be applied to reduce the Outstanding Amount of the Class A-1 Notes and (ii) if the Pre-Funded Amount is greater than $100,000, amounts equal to the product of the Pre-Funded Percentage for each Class of Notes and the Pre-Funded Amount and deposit such amounts in the Collection Account, for inclusion Note Distribution Account to be applied in reduction of the Total Distribution Outstanding Amount for that Payment Dateof each Class of Notes. The Pre-Funding Account will be an asset of the Issuer.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $386,807,648.82 from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ $200,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “Remaining Pre-Funded Amount”) and deposit such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Date.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on 1. On the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $314,947,499 from the net proceeds of the sale of the NotesNotes and the Certificates. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account (or, once the balance on deposit in the Pre-Funding Account has been reduced to zero, will cause the Issuer to make available from the proceeds of issuance of Class B Notes) an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) belowSpread Account Initial Deposit for such Subsequent Transfer Date, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, and (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) 2. If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “"Remaining Pre-Funded Amount”") and deposit such amounts in the Collection Note Distribution Account, so that such amounts are payable: (A) first, to the A-1 Noteholders, (B) second, to the A-2 Noteholders and (C) third, to the A-3 Noteholders. If the Remaining Pre-Funded Amount is greater than $100,000, the Seller will deposit into the Note Distribution Account an amount equal to the Noteholders' Prepayment Premium; provided, that the Seller shall be liable for inclusion in the Total Distribution Amount for that Payment Datepayment of the Noteholders' Prepayment Premium solely to the extent the Seller receives such amounts from Credit pursuant to Section 5.6 of the Purchase Agreement.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $346,632,032.01 from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ $200,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “Remaining Pre-Funded Amount”) and deposit such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Date.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Indenture Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $62,080,545.25 from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee in writing: (i) to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Spread Account Additional Deposit, if any, on such Subsequent Transfer Date less Date, and to deliver such funds to the amounts described Collateral Agent for deposit in clause the Spread Account, (ii) to withdraw from the Pre-Funding Account the amount, if any, by which the Requisite Reserve Amount for such Subsequent Transfer Date exceeds the Reserve Amount, and clause to deposit such funds in the Reserve Account, (iii) belowto withdraw from the Pre-Funding Account the Class A-1 Holdback Amount, if any, for such Subsequent Transfer Date, and to deposit such funds in the Class A-1 Holdback Subaccount, (iv) to withdraw from the Pre-Funding Account the amount, if any, on deposit therein in excess of the remaining Pre-Funded Amount, after giving effect to the withdrawals specified in clauses (i) - (iii) above, and to distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) 2.4 with respect to such transfer, and (iiv) to withdraw from the Spread Reserve Account Initial Deposit an amount equal to the excess, if any, of the Reserve Amount (after giving effect to withdrawals from the Reserve Account pursuant to Section 5.1 on the immediately following Distribution Date, if such Subsequent Transfer Date falls between a Determination Date and the related Distribution Date) over the Requisite Reserve Amount for such Subsequent Transfer Date and, on behalf and to distribute such amount to or upon the order of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement AccountDepositor. (b) If: If (ix) the Pre-Funded Amount has not been reduced to zero on the Payment Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date or immediately following the end of the Funding Period) or (iiy) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date Distribution Date pursuant to paragraph (a)) above, the Servicer shall instruct provide written instructions to the Indenture Trustee to withdraw from the Pre-Funding AccountAccount on such Distribution Date an amount equal to the sum of the Class A-1 Prepayment Amount, the Class A-2 Prepayment Amount and the Class A-3 Prepayment Amount and deposit such amount in the case of clause (i), Note Distribution Account. Any remaining funds on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time deposit in the Pre-Funding Account shall be distributed to the Depositor. If the funds on deposit in the Pre-Funding Account are less than the amount described above, then the Servicer shall provide written instructions to the Indenture Trustee to withdraw the funds on deposit in the Pre-Funding Account and deposit such funds in the Note Distribution Account and Collection Account, pro rata in accordance with the amount specified above. (such remaining amount being c) If the “Remaining Pre-Funded Amount”) Amount is greater than $100,000 at the end of the Funding Period, the Seller will deposit into the Note Distribution Account an amount equal to the sum of the Class A-1 Prepayment Premium, the Class A-2 Prepayment Premium and deposit such amounts the Class A-3 Prepayment Premium; PROVIDED, HOWEVER, that the obligation of the Seller to make the deposits referred to in this sentence is expressly limited to the extent of the amount of Liquidated Damages (as defined in the Collection Account, for inclusion in Closing Date Purchase Agreement) paid to the Total Distribution Amount for that Payment DateSeller by AFL and by the Seller to the Trust.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee Issuer will deposit, on behalf of the Seller, deposit in the Pre-Funding Account $ $75,725,000 from the net proceeds of the sale of the Series 1997- 2 Notes. On each Subsequent Transfer Date, the Servicer Administrator shall instruct the Indenture Trustee in writing to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value to 100% of the principal balance of, plus accrued interest from the Subsequent Receivables Cut-off Date to the Transfer Date on, the Additional Financed Student Loans transferred to the Issuing Entity Eligible Lender Trustee on behalf of the Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and to distribute such amount to or upon the order of the Seller Sellers of such Additional Financed Student Loans upon satisfaction of the conditions set forth in Section 2.2(b) 2.2 with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: If (ix) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which last day of the Funding Period ends relating to the Series 1997-2 Notes (or, if the such Funding Period does not end on a Payment ends prior to such Note Distribution Date, on the first Payment Note Distribution Date for the Class of Notes with the earliest Final Maturity Date following the end of the Funding Period) or (iiy) the Pre-Funded Amount has been reduced to $ $200,000 or less on any Determination Note Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date Distribution Date pursuant to paragraph (a)) above, the Servicer Administrator shall instruct the Indenture Trustee pursuant to Section 4.7(b) to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), Account on the Payment next Note Distribution Date immediately succeeding such Determination Date, relating to the Class of Notes with the earliest Final Maturity Date an amount remaining at the time in equal to the Pre-Funding Account (Funded Amount and to distribute such remaining amount being to Noteholders of the “Remaining Pre-Funded Amount”) and deposit such amounts Class of Notes with the earliest Final Maturity Date as a payment of principal in the Collection Account, for inclusion in same manner as the Total Noteholders' Principal Distribution Amount for that Payment Dateis distributed.]

Pre-Funding Account. (a) Subject to The Servicer, for the proviso set forth benefit of the Noteholders, shall establish and maintain in Section 5.1(a)(iv), on the name of the Indenture Trustee an Eligible Account (the "Pre-Funding Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. On the Closing Date, the Owner Trustee will deposit, on behalf of the Seller, deposit in the Pre-Funding Account $ the Pre-Funded Amount from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, 69 74 upon satisfaction of the Servicer shall instruct conditions set forth in Section 2.07 with respect to such transfer, the Indenture Trustee to shall withdraw from the Pre-Funding Account an amount equal to: (i) to the aggregate Contract Value Principal Balances of the Subsequent Receivables Loans transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) belowDate, and shall distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement AccountTransferor. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero on the Payment Date on which last day of the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a)) above, the Servicer shall instruct the Indenture Trustee to shall withdraw the Pre-Funded Amount from the Pre-Funding Account, in Account on the case of clause Mandatory Redemption Date and (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in ) if the Pre-Funding Funded Amount is less than $100,000, deposit such amount in the Note Distribution Account to be applied to reduce the Outstanding Amount of the Class of Notes then entitled to distributions of principal and (such remaining amount being ii) if the “Remaining Pre-Funded Amount”Amount is greater than or equal to $100,000, deposit such amounts to the Note Distribution Account for distribution pursuant to Section 5.01(d)(iii). (c) On the Business Day preceding each of the second and third Distribution Dates, if applicable, the Indenture Trustee shall withdraw the related Pre-Funding Earnings for the related Due Period and deposit such amounts in into the Collection Note Distribution Account, for inclusion in the Total Distribution Amount for that Payment Date.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will deposit, on behalf of the Seller, Seller ------------------- shall deposit in the Pre-Funding Account $ $142,844,361.75 from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: to (i) the aggregate Contract Value Starting Receivable Balance of the Subsequent Receivables transferred to the Issuing Entity Owner Trustee on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, Reserve Account Subsequent Transfer Deposit with respect to such Subsequent Transfer Date and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b2.02(b) with respect to such transfer, and (ii) the Spread Reserve Account Initial Subsequent Transfer Deposit for with respect to such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Reserve Account. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero on or prior to the Payment Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Distribution Date, on the first Payment Distribution Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw transfer from the Pre-Funding Account, in the case of clause (i), Account on such Payment Distribution Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the any amount then remaining at the time in the Pre-Funding Account (to the Note Distribution Account and, if such remaining amount being is greater than $100,000, the “Remaining Seller, on behalf of the Owner Trustee, will deposit into the Note Distribution Account an amount equal to the aggregate of Noteholders' Prepayment Premiums for all classes of Notes; provided, however, that the Owner Trustee's obligation to pay -------- ------- the Noteholders' Prepayment Premiums shall be limited to funds which are received by the Owner Trustee from the Seller pursuant to Section 2.02(c) hereof as liquidated damages for the failure to deliver the Subsequent Receivables, and no other assets of the Owner Trustee will be available for making such payments. If the amount of funds available for payment of the Noteholders' Prepayment Premiums is less than the sum of the Noteholders' Prepayment Premium for each class of Notes, then the available funds will be allocated among each class of Notes in accordance with the Pre-Funded Amount”) and deposit Percentage for such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Dateclass of Notes.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on No later than the Closing Date, the Indenture Trustee will deposit, shall establish and maintain on behalf of itself one or more segregated trust accounts, which shall be Eligible Accounts, titled "Pre-Funding Account, Wxxxx Fargo Bank, N.A., as Indenture Trustee for GMACM Home Equity Loan Trust 2005-HE2" (the Seller"Pre-Funding Account"). Notwithstanding anything herein to the contrary, in the Pre-Funding Account $ shall not be an asset of any REMIC. To the extent that the Pre-Funding Account constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset any REMIC, (2) it shall be owned by GMACM, as Seller and (3) amounts transferred any REMIC to the Pre-Funding Account shall be treated as transferred to GMACM, as Seller, or any successor, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. On the Closing Date, GMACM shall deposit into the Pre-Funding Account an amount equal to the Original Pre-Funded Amount from the net proceeds of the sale of the NotesSecurities. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee in writing to withdraw from the Pre-Funding Account an amount equal to: (i) to the aggregate Contract Value Principal Balance as of the related Subsequent Cut-Off Date of the Subsequent Receivables transferred Mortgage Loans to be sold to the Issuing Entity Trust on such Subsequent Transfer Date less and purchased with funds on deposit in the amounts described in clause (ii) and clause (iii) belowPre-Funding Account, and distribute to pay such amount to or upon the order of the Seller GMACM upon satisfaction of the conditions set forth in Section 2.2(b) this Agreement, in the Purchase Agreement and in the related Subsequent Transfer Agreement with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Accountthereto. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero at the close of business on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end last day of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination DateFunding Period, in either case after giving effect to any reductions in the withdrawal therefrom on such day, any remaining Pre-Funded Amount shall be deposited in the Note Payment Account on such date pursuant and held uninvested and applied as a principal payment on the Notes (other than the Class A-IO Notes) on the next succeeding Payment Date in accordance with the terms of the Indenture. (c) The Servicer may cause the institution maintaining the Pre-Funding Account to paragraph (a)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 Pre-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. Notwithstanding the foregoing, in the event investment earnings have not matured on any Payment Date, the amount of such earnings accrued as of such Payment Date shall be advanced by the Servicer for deposit into the Note Payment Account (which advance shall instruct be reimbursed to the Servicer from such investment earnings at maturity). At any time when the Indenture Trustee to withdraw from is maintaining the Pre-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 case name of clause (i)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, and may be withdrawn therefrom in accordance with Section 3.05 of the Indenture. In no event shall the Indenture Trustee be liable for any investment losses on such Payment Date or, Permitted Investments held in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in or credited to the Pre-Funding Account (such remaining amount being the “Remaining Pre-Funded Amount”) and deposit such amounts in the Collection Account, for inclusion provided that such investments are made in accordance with the Total Distribution Amount for that Payment Dateprovisions of this Agreement and the Indenture Trustee is not the obligor under the Permitted Investment.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $331,009,612.66 from the net proceeds of the sale of the NotesNotes and the Certificates. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ $200,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “Remaining Pre-Funded Amount”) and deposit such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Date.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $375,150,037.28 from the net proceeds of the sale of the NotesNotes and the Certificates. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Yield Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Yield Supplement Account. (b) If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Pre- Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “"Remaining Pre-Pre- Funded Amount”") and deposit such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Date.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Indenture Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $157,000,681.36 from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee in writing: (i) to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Spread Account Additional Deposit, if any, on such Subsequent Transfer Date less Date, and to deliver such funds to the amounts described Collateral Agent for deposit in clause the Spread Account, (ii) to withdraw from the Pre-Funding Account the amount, if any, by which the Requisite Reserve Amount for such Subsequent Transfer Date exceeds the Reserve Amount, and clause to deposit such funds in the Reserve Account, (iii) belowto withdraw from the Pre-Funding Account the Class A-1 Holdback Amount, if any, for such Subsequent Transfer Date, and to deposit such funds in the Class A-1 Holdback Subaccount, (iv) to withdraw from the Pre-Funding Account the amount, if any, on deposit therein in excess of the remaining Pre-Funded Amount, after giving effect to the withdrawals specified in clauses (i) - (iii) above, and to distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) 2.4 with respect to such transfer, and (iiv) to withdraw from the Spread Reserve Account Initial Deposit an amount equal to the excess, if any, of the Reserve Amount (after giving effect to withdrawals from the Reserve Account pursuant to Section 5.1 on the immediately following Distribution Date, if such Subsequent Transfer Date falls between a Determination Date and the related Distribution Date) over the Requisite Reserve Amount for such Subsequent Transfer Date and, on behalf and to distribute such amount to or upon the order of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement AccountDepositor. (b) If: If (ix) the Pre-Funded Amount has not been reduced to zero on the Payment Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date or immediately following the end of the Funding Period) or (iiy) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date Distribution Date pursuant to paragraph (a)) above, the Servicer shall instruct provide written instructions to the Indenture Trustee to withdraw from the Pre-Funding AccountAccount on such Distribution Date an amount equal to the sum of the Class A-1 Prepayment Amount and the Class A-2 Prepayment Amount, the Class A-3 Prepayment Amount and deposit such amount in the case of clause (i), Note Distribution Account. Any remaining funds on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time deposit in the Pre-Funding Account shall be distributed to the Depositor. If the funds on deposit in the Pre-Funding Account are less than the amount described above, then the Servicer shall provide written instructions to the Indenture Trustee to withdraw the funds on deposit in the Pre-Funding Account and deposit such funds in the Note Distribution Account and Collection Account, pro rata in accordance with the amount specified above. (such remaining amount being c) If the “Remaining Pre-Funded Amount”) Amount is greater than $100,000 at the end of the Funding Period, the Seller will deposit into the Note Distribution Account an amount equal to the sum of the Class A-1 Prepayment Premium, the Class A-2 Prepayment Premium and deposit such amounts the Class A-3 Prepayment Premium; PROVIDED, HOWEVER, that the obligation of the Seller to make the deposits referred to in this sentence is expressly limited to the extent of the amount of Liquidated Damages (as defined in the Collection Account, for inclusion in Closing Date Purchase Agreement) paid to the Total Distribution Amount for that Payment DateSeller by AFL and by the Seller to the Trust.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Indenture Trustee will shall deposit, on behalf of the SellerNoteholders, in the Pre-Funding Account $ the Original Pre-Funded Amount in an amount equal to $_________ from the net proceeds of the sale of the Offered Notes. . (b) On each Subsequent any Additional Contract Transfer Date, the Servicer Issuer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value to ___% of the Subsequent Receivables transferred Implicit Contract Balance of the Additional Contracts sold to the Issuing Entity Issuer on such Subsequent Additional Contract Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute pay such amount to or the Originator upon the order of the Seller upon an Issuer Order detailing satisfaction of the conditions set forth in Section 2.2(b) Section_________ of the Receivables Acquisition Agreement with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (bc) If: On each Payment Date through and including the Payment Date immediately following the Final Additional Closing Date (i) or, if the Final Additional Closing Date is also a Payment Date, then on the Final Additional Closing Date), the Indenture Trustee shall transfer from the Pre-Funded Amount Funding Account to the Collection Account the Pre-Funding Earnings, if any, applicable to each such Payment Date. (d) If the Pre-Funding Account has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Final Additional Closing Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to Trustee, upon a Servicer Order, shall withdraw from the Pre-Funding Account, in the case of clause (i), Account on such Payment Final Additional Closing Date or, in the case of clause (ii), remaining Pre-Funded Amount on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time deposit in the Pre-Funding Account (such remaining amount being the “Remaining Pre-Funded Amount”) and deposit shall distribute such amounts on such Final Additional Closing Date to the Noteholders, in accordance with their respective Class Percentages, as a prepayment on the Collection AccountNotes. To the extent that such prepayment is of an amount greater than $___________, for inclusion in a Prepayment Premium shall also be paid to the Total Distribution Amount for that Payment Date[Class A Noteholders] and [Class B Noteholders] pursuant to Section 2.01(d) of this Indenture.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Indenture Trustee will shall deposit, on behalf of the Seller, in the Pre-Funding Account $ $[ ] from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw the following amounts from the Pre-Funding Account an amount equal toAccount: (i) an amount equal to the aggregate Contract Value Principal Balance of the Subsequent Receivables transferred to the Issuing Entity Trust on such Subsequent Transfer Date less an amount equal to the sum of the amounts described in clause clauses (ii) and clause ), (iii) belowand (iv) of this sentence, and which amount the Indenture shall distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transferSeller, (ii) the Spread Subsequent Reserve Account Initial Deposit for such Subsequent Transfer Date andDate, which amount the Indenture Trustee shall deposit to the Reserve Account on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Subsequent Yield Supplement Account Deposit, which amount the Indenture Trustee shall deposit to the Yield Supplement Account on behalf of the Seller and (iv) if the Yield Supplement Account has not been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, the Subsequent Yield Supplement Account Deposit for such Subsequent Transfer Date, and, which amount the Indenture Trustee shall deposit to the Yield Supplement Account on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Pre-Funding Period ends (or, if the Pre-Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Pre-Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date), in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), Account on such Payment Date (or, in if the case of clause (ii)Pre-Funding Period does not end on a Payment Date, on the first Payment Date immediately succeeding such Determination Datefollowing the end of the Pre-Funding Period), the amount remaining at the time in the Pre-Funding Account at such time exclusive of the Pre-Funding Account Investment Earnings, if any, for the related Collection Period (such remaining amount being the “"Remaining Pre-Funded Amount”") and deposit such amounts amount in the Collection Account, Account for inclusion in the Total Distribution Amount Available Funds for that such Payment Date. The Pre-Funding Account Investment Earnings for the related Collection Period (together with any other interest and other income (net of losses and expenses) earned on amounts on deposit in the Pre-Funding Account that are on deposit in the Pre-Funding Account) shall be deposited to the Collection Account.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will deposit, on behalf of the Seller, Seller shall deposit in the Pre-Funding Account $ $118,385,086.70 from the net proceeds of the sale of the Notes. On or prior to the Business Day immediately preceding each Subsequent Transfer Date, the Servicer shall calculate the following amounts and instruct the Indenture Trustee to withdraw such amounts from the Pre-Funding Account an amount equal toon such Subsequent Transfer Date: (i) an amount equal to the aggregate Contract Value Principal Balance of the Subsequent Receivables transferred to the Issuing Entity Trust on such Subsequent Transfer Date less an amount equal to the sum of the amounts described in clause clauses (ii) and clause through (iiiiv) belowof this sentence, and which amount the Indenture Trustee shall distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to on such transferSubsequent Transfer Date, (ii) the Spread Subsequent Reserve Account Initial Deposit for such Subsequent Transfer Date andDate, which amount the Indenture Trustee shall deposit to the Reserve Account on behalf of the SellerSeller on such Subsequent Transfer Date, deposit such amount in the Spread Account and (iii) if the Principal Yield Supplement Account has not been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, the Subsequent Yield Supplement Account Deposit for such Subsequent Transfer Date, and, which amount the Indenture Trustee shall deposit to the Yield Supplement Account on behalf of the SellerSeller on such Subsequent Transfer Date, and (iv) the Subsequent Payahead Account Deposit, which amount the Indenture Trustee shall deposit to the Payahead Account on behalf of the Seller on such amount in the Principal Supplement AccountSubsequent Transfer Date. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Pre-Funding Period ends (or, if the Pre- Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Pre-Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date), in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Pre- Funding Account, in the case of clause (i), Account on such Payment Date (or, in if the case of clause (ii)Pre-Funding Period does not end on a Payment Date, on the first Payment Date immediately succeeding such Determination Datefollowing the end of the Pre-Funding Period), the amount remaining at the time in the Pre-Funding Account at such time exclusive of the Pre-Funding Account Investment Earnings, if any, for the related Collection Period (such remaining amount being the “"Remaining Pre-Funded Amount”") and deposit such amounts amount in the Collection Account, Account for inclusion in the Total Distribution Amount Available Funds for that such Payment Date. The Pre-Funding Account Investment Earnings for the related Collection Period (together with any other interest and other income (net of losses and expenses) earned on amounts on deposit in the Pre-Funding Account that are on deposit in the Pre-Funding Account) shall be deposited to the Collection Account.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will deposit, on behalf of the Seller, Seller ------------------- shall deposit in the Pre-Funding Account $ $182,045,113.47 (the "Initial Pre-Funded Amount") from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: to (i) the aggregate Contract Value Starting Receivable Balance of the Subsequent Receivables transferred to the Issuing Entity Owner Trustee on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, Reserve Account Subsequent Transfer Deposit with respect to such Subsequent Transfer Date and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b2.02(b) with respect to such transfer, and (ii) the Spread Reserve Account Initial Subsequent Transfer Deposit for with respect to such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Reserve Account. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero on or prior to the Payment Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Distribution Date, on the first Payment Distribution Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw transfer from the Pre-Funding Account, in the case of clause (i), Account on such Payment Distribution Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the any amount then remaining at the time in the Pre-Funding Account (to the Note Distribution Account and, if such remaining amount being is greater than $100,000, the “Remaining Seller, on behalf of the Owner Trustee, will deposit into the Note Distribution Account an amount equal to the aggregate of Noteholders' Prepayment Premiums for all classes of Notes; provided, however, that the Owner Trustee's obligation to pay -------- ------- the Noteholders' Prepayment Premiums shall be limited to funds which are received by the Owner Trustee from the Seller pursuant to Section 2.02(c) hereof as liquidated damages for the failure to deliver the Subsequent Receivables, and no other assets of the Owner Trustee will be available for making such payments. If the amount of funds available for payment of the Noteholders' Prepayment Premiums is less than the sum of the Noteholders' Prepayment Premium for each class of Notes, then the available funds will be allocated among each class of Notes in accordance with the Pre-Funded Amount”) and deposit Percentage for such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Dateclass of Notes.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Indenture Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $161,475,961.71 from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee in writing: (i) to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Spread Account Additional Deposit, if any, on such Subsequent Transfer Date less Date, and to deliver such funds to the amounts described Collateral Agent for deposit in clause the Spread Account, (ii) to withdraw from the Pre-Funding Account the amount, if any, by which the Requisite Reserve Amount for such Subsequent Transfer Date exceeds the Reserve Amount, and clause to deposit such funds in the Reserve Account, (iii) belowto withdraw from the Pre-Funding Account the amount, if any, on deposit therein in excess of the remaining Pre-Funded Amount, after giving effect to the withdrawals specified in clauses (i) - (ii) above, and to distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) 2.4 with respect to such transfer, and (iiiv) to withdraw from the Spread Reserve Account Initial Deposit an amount equal to the excess, if any, of the Reserve Amount (after giving effect to withdrawals from the Reserve Account pursuant to Section 5.1 on the immediately following Distribution Date, if such Subsequent Transfer Date falls between a Determination Date and the related Distribution Date) over the Requisite Reserve Amount for such Subsequent Transfer Date and, on behalf and to distribute such amount to or upon the order of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement AccountDepositor. (b) If: If (ix) the Pre-Funded Amount has not been reduced to zero on the Payment Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date or immediately following the end of the Funding Period) Period or (iiy) the Pre-Pre- Funded Amount has been reduced to $ $100,000 or less on any Determination Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date Distribution Date pursuant to paragraph (a)) above, the Servicer shall instruct provide written instructions to the Indenture Trustee to withdraw from the Pre-Funding AccountAccount on such Distribution Date an amount equal to the sum of the Class A-1 Prepayment Amount, the Class A-2 Prepayment Amount and the Class A-3 Prepayment Amount and deposit such amount in the case of clause (i), Note Distribution Account. Any remaining funds on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time deposit in the Pre-Funding Account shall be distributed to the Depositor. If the funds on deposit in the Pre-Funding Account are less than the amount described above, then the Servicer shall provide written instructions to the Indenture Trustee to withdraw the funds on deposit in the Pre-Funding Account and deposit such funds in the Note Distribution Account and Collection Account, pro rata in accordance with the amount specified above. (such remaining amount being c) If the “Remaining Pre-Funded Amount”) Amount is greater than $100,000 at the end of the Funding Period, the Seller will deposit into the Note Distribution Account an amount equal to the sum of the Class A-1 Prepayment Premium, the Class A-2 Prepayment Premium and deposit such amounts the Class A-3 Prepayment Premium; PROVIDED, HOWEVER, that the obligation of the Seller to make the deposits referred to in this sentence is expressly limited to the extent of the amount of Liquidated Damages (as defined in the Collection Account, for inclusion in Closing Date Purchase Agreement) paid to the Total Distribution Amount for that Payment DateSeller by AFL and by the Seller to the Trust.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee Issuer will deposit, on behalf of the Seller, deposit in the Pre-Funding Account $ $30,000,000 from the net proceeds of the sale of the Notes. Initial Class VPN Loan. (b) On each Subsequent Transfer Date, the Servicer shall shall, upon satisfaction of the conditions set forth in Section 2.5(b) of this Agreement with respect to such transfer, instruct the Indenture Trustee in writing to withdraw from the Pre-Funding Account (i) an amount equal to: to the Reserve Account Initial Deposit for such Subsequent Transfer Date (iwhich amount shall be retained by the Issuer and set-off against the Subordinated Reserve Account Loan to be made by the Seller to the Issuer on such date as provided in Section 2.7(b)) and to deposit such amount in the Reserve Account and (ii) an amount equal to the excess of (x) the lesser of (A) the aggregate Contract Value Principal Balance of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less and (B) the amounts described balance on deposit in clause the Pre-Funding Account after giving effect to (iii) and clause above on such Subsequent Transfer Date over (iiiy) belowthe Reserve Account Initial Deposit for such Subsequent Transfer Date, and to distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (bc) If: (i) the Pre-Funded Amount has not been reduced to zero on the Monthly Payment Date on which the Pre-Funding Period ends (or, if the Pre-Funding Period does not end on a Monthly Payment Date, on the first Monthly Payment Date following the end of the Pre-Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Monthly Payment Date or, in the case of clause (ii), on the Monthly Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “"Remaining Pre-Funded Amount”") and deposit such amounts in amount shall be deposited to the Collection Note Distribution Account, for inclusion in the Total Distribution Amount for that Payment Date.]

Pre-Funding Account. (a) Subject On the Closing Date relating to the proviso set forth in Section 5.1(a)(iv), on the Closing DateSeries 199_-_ Notes, the Trustee Issuer will deposit, on behalf of the Seller, deposit in the Pre-Funding Account $ $_________ from the net proceeds of the sale of the Series 199_-_ Notes. On each Subsequent Transfer Date, the Servicer Administrator shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value to ______% of the principal balance of, plus accrued interest from the Subsequent Receivables Cut-off Date to the Transfer Date on, the Additional Financed Student Loans transferred to the Issuing Entity Eligible Lender Trustee on behalf of the Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and to distribute such amount to or upon the order of the Seller holder of the Series 199_-_ Certificates, upon satisfaction of the conditions set forth in Section 2.2(b) 2.2 with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: If (ix) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which last day of the Funding Period ends relating to the Series 199_-_ Notes (or, if the such Funding Period does not end on a Payment ends prior to such Note Distribution Date, on the first Payment Note Distribution Date for the Class of Notes with the earliest Final Maturity Date following the end of the Funding Period) or (iiy) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Note Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date Distribution Date pursuant to paragraph (a)) above, the Servicer Administrator shall instruct the Indenture Trustee pursuant to Section 4.7(b) to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), Account on the Payment next Note Distribution Date immediately succeeding such Determination Date, relating to the Class of Notes with the earliest Final Maturity Date an amount remaining at the time in equal to the Pre-Funding Account (Funded Amount and to distribute such remaining amount being to Noteholders of the “Remaining Pre-Funded Amount”) and deposit such amounts Class of Notes with the earliest Final Maturity Date as a payment of principal in the Collection Account, for inclusion in same manner as the Total Noteholders' Principal Distribution Amount for that Payment Dateis distributed.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $485,601,546.66 from the net proceeds of the sale of the NotesNotes and the Certificates. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ $200,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “Remaining Pre-Funded Amount”) and deposit such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Date.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On or before the Closing Date, the Trustee will depositshall establish a pre-funding account (the "Pre-Funding Account"), which must be an Eligible Account. The Pre-Funding account is to be held by and for the benefit of the Trustee on behalf of the SellerCertificateholders, and shall be either in the Trustee's name or designated in a manner that reflects the custodial nature of the account and that all funds (excluding investment earnings thereon) in such account are held for the benefit of the Trustee. (b) On or before the Closing Date, OMI shall deposit $64,416,658 in the Pre-Funding Account. Amounts on deposit in the Pre-Funding Account $ shall be withdrawn by the Trustee as follows: (1) Pursuant to and in accordance with the Sales Agreement and a notice of direction from an officer of OMI substantially in the net proceeds form of the sale of the Notes. On each Exhibit PF herein, on any Subsequent Transfer Date, the Servicer Trustee shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value to 100% of the Scheduled Principal Balance as of the related Subsequent Receivables Transfer Date of each Subsequent Asset transferred and assigned to the Issuing Entity Trustee on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute pay such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) OMI with respect to such transfer, transfer and assignment. (ii2) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such On each Subsequent Transfer Date, andOMI shall sell to the Trustee, without recourse, the Subsequent Assets referred to on behalf the related Exhibit PF pursuant to the provisions of Article II of the SellerStandard Terms, deposit such amount in and this Agreement. On each Subsequent Transfer Date Servicer shall execute and deliver a Servicer Custodial Certification pursuant to Section 2.02(b) of the Principal Supplement Account.Standard Terms, and the Trustee shall execute and deliver an Initial Certification pursuant to Section 2.03(c)(1) of the Standard Terms (b3) If: (i) On the last day of the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer Trustee shall instruct deposit into the Indenture Trustee to withdraw from Distribution Account any amounts then remaining in the Pre-Funding Account, net of investment earnings, which amounts shall be included in the case Available Distribution Amount for the next Distribution Date and distributed as an additional prepayment of clause principal to Certificateholders in accordance with the Remittance Report prepared by the Servicer then entitled to such distributions. (i)c) The Pre-Funding Account shall be part of the Trust, but not part of the Pooling REMIC or the Issuing REMIC. The Trustee, on such Payment Date orbehalf of the Trust, in shall be the case legal owner of clause (ii)the Pre-Funding Account. OMI shall be the beneficial owner of the Pre-Funding Account, on subject to the Payment Date immediately succeeding such Determination Date, foregoing power of the amount remaining at the time Trustee to transfer amounts in the Pre-Funding Account (such remaining amount being to the “Remaining Distribution Account. Funds in the Pre-Funded Amount”) and deposit such Funding Account shall, at the direction of the Servicer, be invested in Eligible Investments that mature no later than the Business Day prior to the next occurring Distribution Date. All amounts earned on deposits in the Collection Account, for inclusion Pre-Funding Account shall be taxable to OMI. The Trustee shall release to OMI all investment earnings in the Total Distribution Amount for that Payment DatePre-Funding Account on the Business Day immediately following the end of the Pre-Funding Period.] (d) Each Subsequent Asset acquired by the Trust with funds from the Pre-Funding Account shall be acquired pursuant to a fixed price contract within the meaning of I.R.C.ss. 860G(a)(3)(A)(ii).

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $[__________] from the net proceeds of the sale of the NotesNotes and the Certificates. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ $[__________] or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “"Remaining Pre-Pre- Funded Amount”") and deposit such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Date.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funded Amount into the Pre-Funding Account $ from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account (i) an amount equal to: to the excess of (ia) the aggregate Contract Value Principal Balance of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less over (b) the amounts described in clause (ii) and clause (iii) belowSubsequent Spread Account Deposit for such Subsequent Transfer Date, and to distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) this Agreement with respect to such transfer, ; and (ii) an amount equal to the Subsequent Spread Account Initial Deposit for on such Subsequent Transfer Date and, on behalf of the Seller, and deposit such amount in into the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf upon satisfaction of the Seller, deposit conditions set forth in this Agreement with respect to such amount in the Principal Supplement Accounttransfer. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero on the Payment Date date on which the Funding Period ends (orends, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a)date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), Account on the Payment Mandatory Redemption Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account Funded Amount (such remaining amount being the “Remaining exclusive of any Pre-Funded Amount”Funding Earnings) and deposit such amounts an amount equal to the Note Prepayment Amount into the Note Distribution Account and an amount equal to the Residual Certificate Prepayment Amount into the Collection Account. (c) All Pre-Funding Earnings will be deposited in the Collection Account, for inclusion in Account on each Payment Date and deemed to be part of the Total Distribution Amount for that Payment DateAmount.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will deposit, on behalf of the Seller, Seller ------------------- shall deposit in the Pre-Funding Account $ $94,156,091.27 from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: to (i) the aggregate Contract Value Starting Receivable Balance of the Subsequent Receivables transferred to the Issuing Entity Owner Trustee on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, Reserve Account Initial Deposit with respect to such Subsequent Transfer Date and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b2.02(b) with respect to such transfer, and (ii) the Spread Reserve Account Initial Deposit for with respect to such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Reserve Account. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero on or prior to the Payment Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Distribution Date, on the first Payment Distribution Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw transfer from the Pre-Funding Account, in the case of clause (i), Account on such Payment Distribution Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the any amount then remaining at the time in the Pre-Funding Account (to the Note Distribution Account and, if such remaining amount being is greater than $100,000, the “Remaining Seller, on behalf of the Owner Trustee, will deposit into the Note Distribution Account for each class of Notes an amount equal to the Noteholders' Prepayment Premiums for such class of Notes; provided, however, that -------- ------- the Owner Trustee's obligation to pay the Noteholders' Prepayment Premiums shall be limited to funds which are received by the Owner Trustee from the Seller pursuant to Section 2.02(c) hereof as liquidated damages for the failure to deliver the Subsequent Receivables, and no other assets of the Owner Trustee will be available for making such payments. If the amount of funds available for payment of the Noteholders' Prepayment Premiums is less than the sum of the Noteholders' Prepayment Premium for each class of Notes, then the available funds will be allocated among each class of Notes in accordance with the Pre-Funded Amount”) and deposit Percentage for such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Dateclass of Notes.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On or before the Closing Date, the Trustee will depositshall establish a pre- funding account (the "Pre-Funding Account"), which must be an Eligible Account. The Pre-Funding account is to be held by and for the benefit of the Trustee on behalf of the SellerCertificateholders, and shall be either in the Trustee's name or designated in a manner that reflects the custodial nature of the account and that all funds (excluding investment earnings thereon) in such account are held for the benefit of the Trustee. (b) On or before the Closing Date, OMI shall deposit $42,529,000.00 in the Pre-Funding Account. Amounts on deposit in the Pre-Funding Account $ shall be withdrawn by the Trustee as follows: (1) Pursuant to and in accordance with the Sales Agreement and a notice of direction from an officer of OMI substantially in the net proceeds form of the sale of the Notes. On each Exhibit PF herein, on any Subsequent Transfer Date, the Servicer Trustee shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value to 100% of the Scheduled Principal Balance as of the related Subsequent Receivables Transfer Date of each Subsequent Asset transferred and assigned to the Issuing Entity Trustee on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute pay such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) OMI with respect to such transfer, transfer and assignment. (ii2) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such On each Subsequent Transfer Date, andOMI shall sell to the Trustee, without recourse, the Subsequent Assets referred to on behalf the related Exhibit PF pursuant to the provisions of Article II of the SellerStandard Terms, deposit such amount in and this Agreement. On each Subsequent Transfer Date Servicer shall execute and deliver a Servicer Custodial Certification pursuant to Section 2.02(b) of the Principal Supplement Account.Standard Terms, and the Trustee shall execute and deliver an Initial Certification pursuant to Section 2.03(c)(1) of the Standard Terms (b3) If: (i) On the last day of the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer Trustee shall instruct deposit into the Indenture Trustee to withdraw from Distribution Account any amounts then remaining in the Pre-Funding Account, net of investment earnings, which amounts shall be included in the case Available Distribution Amount for the August 2001 Distribution Date and distributed as an additional prepayment of clause principal to Certificateholders in accordance with the Remittance Report prepared by the Servicer then entitled to such distributions. (i)c) The Pre-Funding Account shall be part of the Trust, but not part of the Pooling REMIC, the Intermediate REMIC or the Issuing REMIC. The Trustee, on such Payment Date orbehalf of the Trust, in S-31 shall be the case legal owner of clause (ii)the Pre-Funding Account. OMI shall be the beneficial owner of the Pre-Funding Account, on subject to the Payment Date immediately succeeding such Determination Date, foregoing power of the amount remaining at the time Trustee to transfer amounts in the Pre-Funding Account (such remaining amount being to the “Remaining Distribution Account. Funds in the Pre-Funded Amount”) and deposit such Funding Account shall, at the direction of the Servicer, be invested in Eligible Investments that mature no later than the Business Day prior to the next occurring Distribution Date. All amounts earned on deposits in the Collection Account, for inclusion Pre-Funding Account shall be taxable to OMI. The Trustee shall release to OMI all investment earnings in the Total Distribution Amount for that Payment DatePre-Funding Account on the Business Day immediately following the end of the Pre-Funding Period.] (d) Each Subsequent Asset acquired by the Trust with funds from the Pre-Funding Account shall be acquired pursuant to a fixed price contract within the meaning of I.R.C. (S) 860G(a)(3)(A)(ii).

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Indenture Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $52,477,400.72 from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee in writing: (i) to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Spread Account Additional Deposit, if any, on such Subsequent Transfer Date less Date, and to deliver such funds to the amounts described Collateral Agent for deposit in clause the Spread Account, (ii) to withdraw from the Pre-Funding Account the amount, if any, by which the Requisite Reserve Amount for such Subsequent Transfer Date exceeds the Reserve Amount, and clause to deposit such funds in the Reserve Account, (iii) belowto withdraw from the Pre-Funding Account the Class A-1 Holdback Amount, if any, for such Subsequent Transfer Date, and to deposit such funds in the Class A-1 Holdback Subaccount, (iv) to withdraw from the Pre-Funding Account the amount, if any, on deposit therein in excess of the remaining Pre-Funded Amount, after giving effect to the withdrawals specified in clauses (i) - (iii) above, and to distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) 2.4 with respect to such transfer, and (iiv) to withdraw from the Spread Reserve Account Initial Deposit an amount equal to the excess, if any, of the Reserve Amount (after giving effect to withdrawals from the Reserve Account pursuant to Section 5.1 on the immediately following Distribution Date, if such Subsequent Transfer Date falls between a Determination Date and the related Distribution Date) over the Requisite Reserve Amount for such Subsequent Transfer Date and, on behalf and to distribute such amount to or upon the order of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement AccountDepositor. (b) If: If (ix) the Pre-Funded Amount has not been reduced to zero on the Payment Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date or immediately following the end of the Funding Period) or (iiy) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date Distribution Date pursuant to paragraph (a)) above, the Servicer shall instruct provide written instructions to the Indenture Trustee to withdraw from the Pre-Funding AccountAccount on such Distribution Date an amount equal to the sum of the Class A-1 Prepayment Amount, the Class A-2 Prepayment Amount, the Class A-3 Prepayment Amount and the Class A-4 Prepayment Amount and deposit such amount in the case of clause (i), Note Distribution Account. Any remaining funds on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time deposit in the Pre-Funding Account shall be distributed to the Depositor. If the funds on deposit in the Pre-Funding Account are less than the amount described above, then the Servicer shall provide written instructions to the Indenture Trustee to withdraw the funds on deposit in the Pre-Funding Account and deposit such funds in the Note Distribution Account and Collection Account, pro rata in accordance with the amount specified above. (such remaining amount being c) If the “Remaining Pre-Funded Amount”) Amount is greater than $100,000 at the end of the Funding Period, the Seller will deposit into the Note Distribution Account an amount equal to the sum of the Class A-1 Prepayment Premium, the Class A-2 Prepayment Premium, the Class A-3 Prepayment Premium and deposit such amounts the Class A-4 Prepayment Premium; PROVIDED, HOWEVER, that the obligation of the Seller to make the deposits referred to in this sentence is expressly limited to the extent of the amount of Liquidated Damages (as defined in the Collection Account, for inclusion in Closing Date Purchase Agreement) paid to the Total Distribution Amount for that Payment DateSeller by AFL and by the Seller to the Trust.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on a. On or before the Closing Date, the Trustee will deposit, shall establish the Pre- Funding Account on behalf of the SellerTrust, in which must be an Eligible Account, and shall deposit therein the amount received from the Seller pursuant to Section 2.02(l). The Pre-Funding Account $ from shall be entitled "Pre-Funding Account, U.S. Bank Trust National Association as Trustee for the net proceeds benefit of holders of Home Improvement Loan Certificates, Series 2000-E." Funds deposited in the Pre- Funding Account shall be held in trust by the Trustee for the Holders of the sale of Certificates and the NotesClass C Certificate for the uses and purposes set forth herein. b. On or before the Closing Date the Originator shall deposit in the Pre- Funding Account the amount specified in Section 2.02(l). Amounts on deposit in such account shall be withdrawn by the Trustee as follows: (i) On each any Subsequent Transfer Date, the Servicer Trustee shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value to 100% of the Cut-off Date Principal Balance of each Subsequent Receivables Loan transferred and assigned to the Issuing Entity Trustee on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute pay such amount to or upon the order of the Seller Originator upon satisfaction of the conditions set forth in Section 2.2(b2.03(b) with respect to such transfer, transfer and assignment. (ii) On the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of Business Day immediately preceding the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) the PrePost-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following Trustee shall deposit into the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on Certificate Account any Determination Date, amounts remaining in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in net of investment earnings. c. The Pre-Funding Account shall be part of the case Trust but not part of clause (i)the REMIC. The Trustee on behalf of the Trust shall be the legal owner of the Pre- Funding Account. The 8-7 Seller shall be the beneficial owner of the Pre-Funding Account, on such Payment Date or, in subject to the case foregoing power of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time Trustee to transfer amounts in the Pre-Funding Account (such remaining amount being to the “Remaining Certificate Account. Funds in the Pre-Funded Amount”Funding Account shall, at the direction of the Servicer, be invested in Eligible Investments of the kind described in clauses (i) and deposit such (ii)(A) of the definition of "Eligible Investments" and that mature no later than the Business Day prior to the next succeeding Payment Date. All amounts earned on deposits in the Collection Account, for inclusion Pre-Funding Account shall be taxable to the Seller. The Trustee shall release to the Seller all investment earnings in the Total Distribution Amount for that Pre-Funding Account on the first Payment DateDate after the end of the Pre-Funding Period.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $[ ] from the net proceeds of the sale of the NotesNotes and the Certificates. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ $200,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “Remaining Pre-Funded Amount”) and deposit such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Date.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Indenture Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $157,355,075.87 from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee in writing: (i) to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Spread Account Additional Deposit, if any, on such Subsequent Transfer Date less Date, and to deliver such funds to the amounts described Collateral Agent for deposit in clause the Spread Account, (ii) to withdraw from the Pre-Funding Account the amount, if any, by which the Requisite Reserve Amount for such Subsequent Transfer Date exceeds the Reserve Amount, and clause to deposit such funds in the Reserve Account, (iii) belowto withdraw from the Pre-Funding Account the Class A-1 Holdback Amount, if any, for such Subsequent Transfer Date, and to deposit such funds in the Class A-1 Holdback Subaccount, (iv) to withdraw from the Pre-Funding Account the amount, if any, on deposit therein in excess of the remaining Pre-Funded Amount, after giving effect to the withdrawals specified in clauses (i) - (iii) above, and to distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) 2.4 with respect to such transfer, and (iiv) to withdraw from the Spread Reserve Account Initial Deposit an amount equal to the excess, if any, of the Reserve Amount (after giving effect to withdrawals from the Reserve Account pursuant to Section 5.1 on the immediately following Distribution Date, if such Subsequent Transfer Date falls between a Determination Date and the related Distribution Date) over the Requisite Reserve Amount for such Subsequent Transfer Date and, on behalf and to distribute such amount to or upon the order of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement AccountDepositor. (b) If: If (ix) the Pre-Funded Amount has not been reduced to zero on the Payment Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date or immediately following the end of the Funding Period) or (iiy) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date Distribution Date pursuant to paragraph (a)paragraph(a) above, the Servicer shall instruct provide written instructions to the Indenture Trustee to withdraw from the Pre-Funding AccountAccount on such Distribution Date an amount equal to the sum of the Class A-1 Prepayment Amount, the Class A-2 Prepayment Amount, the Class A-3 Prepayment Amount, the Class A-4 Prepayment Amount and the Class A-5 Prepayment Amount and deposit such amount in the case of clause (i), Note Distribution Account. Any remaining funds on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time deposit in the Pre-Funding Account shall be distributed to the Depositor. If the funds on deposit in the Pre-Funding Account are less than the amount described above, then the Servicer shall provide written instructions to the Indenture Trustee to withdraw the funds on deposit in the Pre-Funding Account and deposit such funds in the Note Distribution Account and Collection Account, pro rata in accordance with the amount specified above. (such remaining amount being c) If the “Remaining Pre-Funded Amount”) Amount is greater than $100,000 at the end of the Funding Period, the Seller will deposit into the Note Distribution Account an amount equal to the sum of the Class A-1 Prepayment Premium, the Class A-2 Prepayment Premium, the Class A-3 Prepayment Premium, the Class A-4 Prepayment Premium and deposit such amounts the Class A-5 Prepayment Premium; PROVIDED, HOWEVER, that the obligation of the Seller to make the deposits referred to in this sentence is expressly limited to the extent of the amount of Liquidated Damages (as defined in the Collection Account, for inclusion in Closing Date Purchase Agreement) paid to the Total Distribution Amount for that Payment DateSeller by AFL and by the Seller to the Trust.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will depositdeposit the amount, on behalf of if any, specified in the Seller, Agreement in the Pre-Funding Account $ on behalf of the Seller from the net proceeds of the sale of the NotesCertificates. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: to (i) the aggregate Contract Value Principal Balance of the Subsequent Receivables transferred to the Issuing Entity Trust on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) belowReserve Account Initial Deposit for such Subsequent Transfer Date, and to distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) the Agreement with respect to such transfer, and (ii) the Spread Reserve Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, to deposit such amount in the Spread Account and (iii) Reserve Account. If Subsequent Receivables are transferred to the Principal Supplement Account Deposit for such Trust on the Closing Date, the Closing Date shall also be a Subsequent Transfer Date, and, on behalf Date for the purposes of the Seller, deposit such amount in the Principal Supplement Accountthis Section. (b) If: If (ix) the Pre-Funded Amount has not been reduced to zero on the Payment Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Distribution Date, on the first Payment Distribution Date following the end of the Funding Period) or (iiy) the Pre-Funded Amount has been reduced to $ $[__________] or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date Distribution Date or Determination Date pursuant to paragraph (a)) above, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (ix), on such Payment Distribution Date or, in the case of clause (iiy), on the Payment Distribution Date immediately succeeding such Determination Date, the amount remaining at the time in (i) if the Pre-Funding Account (such remaining amount being Funded Amount is equal to or less than $[__________], the “Remaining Pre-Funded Amount”Amount and deposit such amount in the Distribution Account for payment as principal of the Class [A]-1 Certificates up to the Class [A] Certificate Balance and then for payment of principal of the Class [A]-2 Certificates, and (ii) if the Pre-Funded Amount is greater than $[__________], amounts equal to the Pre-Funded Percentage for each Class of Certificates of the Pre-Funded Amount and deposit such amounts in the Collection Distribution Account. In addition, for inclusion in if the Total Pre-Funded Amount is greater than $[__________], the Seller will deposit into the Distribution Amount for that Payment DateAccount an amount equal to the sum of the Class [A] Prepayment Premium and the Class [B] Prepayment Premium.]

Pre-Funding Account. (a) Subject The Trust Administrator has heretofore established or caused to be established and shall hereafter maintain or cause to be maintained a separate account denominated the Pre-Funding Account, which is and shall continue to be an Eligible Account in the name of the Trust Administrator and shall be designated “ [____________], as Trust Administrator of the SunTrust [ ] Trust, Series 200[ ]-[__] Pre-Funding Account.” Any investment earnings from the Pre-Funding Account will be paid to the proviso set forth Seller on the first Business Day of the month following each Payment Date during the Pre-Funding Period; provided, however, that if the final Subsequent Transfer Date occurs after the Payment Date in Section 5.1(a)(iv)a month, on the Closing such Subsequent Transfer Date, the Trustee will depositTrust Administrator shall (i) transfer the Excess Funding Amount from the Pre-Funding Account to the Collection Account, (ii) transfer any investment earnings to the Seller as soon as practicable and (iii) close the Pre-Funding Account. The amount on behalf deposit in the related Subaccount of the Seller, Pre-Funding Account shall be invested in Eligible Investments at the direction of the Seller in accordance with the provisions of Section 4.02(j). All investment earnings on funds on deposit in the Pre-Funding Account will be treated as owned by, and will be taxable to, the Seller. (b) On the Closing Date, the Seller will cause to be deposited (1) $ [____________] in the Pool 1 Subaccount and (2) $ [____________] in the Pool 2 Subaccount, in each case from the net proceeds of the sale of the Notes. . (c) On each Subsequent Transfer Date, (i) the Servicer Seller shall instruct the Indenture Trustee Trust Administrator to withdraw from the Pre-Funding Account an amount equal to: (i) to 100% of the aggregate Contract Value Stated Principal Balances of the Subsequent Receivables transferred Mortgage Loans sold to the Issuing Entity Trust on such Subsequent Transfer Date less the amounts described in clause and (ii) and clause (iii) below, and distribute the Trust Administrator shall pay such amount amounts to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (bd) If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following If at the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, Funding Period amounts still remain in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case Trust Administrator shall withdraw such amounts, exclusive of clause (i)investment income, on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in from the Pre-Funding Account (such remaining amount being on the “Remaining Pre-Funded Amount”) immediately following Payment Date and deposit such amounts in the Collection Account. (e) Unless closed as provided in Section 6.06(a) above, for inclusion in the Total Distribution Amount for that Pre-Funding Account shall be closed at the close of business on the Payment DateDate immediately following the end of the Pre-Funding Period.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $377,010,818.73 from the net proceeds of the sale of the NotesNotes and the Certificates. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Yield Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Yield Supplement Account. (b) If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Pre- Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “"Remaining Pre-Pre- Funded Amount”") and deposit such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Date.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On or before the Closing Date, the Trustee will depositshall establish a pre-funding account (the "Pre-Funding Account"), which must be an Eligible Account. The Pre-Funding account is to be held by and for the benefit of the Trustee on behalf of the SellerCertificateholders, and shall be either in the Trustee's name or designated in a manner that reflects the custodial nature of the account and that all funds (excluding investment earnings thereon) in such account are held for the benefit of the Trustee. (b) On or before the Closing Date, OMI shall deposit $52,002,500 in the Pre-Funding Account. Amounts on deposit in the Pre-Funding Account $ shall be withdrawn by the Trustee as follows: (1) Pursuant to and in accordance with the Sales Agreement and a notice of direction from an officer of OMI substantially in the net proceeds form of the sale of the Notes. On each Exhibit PF herein, on any Subsequent Transfer Date, the Servicer Trustee shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value to 100% of the Scheduled Principal Balance as of the related Subsequent Receivables Transfer Date of each Subsequent Asset transferred and assigned to the Issuing Entity Trustee on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute pay such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) OMI with respect to such transfer, transfer and assignment. (ii2) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such On each Subsequent Transfer Date, andOMI shall sell to the Trustee, without recourse, the Subsequent Assets referred to on behalf the related Exhibit PF pursuant to the provisions of Article II of the SellerStandard Terms, deposit such amount in and this Agreement. On each Subsequent Transfer Date Servicer shall execute and deliver a Servicer Custodial Certification pursuant to Section 2.02(b) of the Principal Supplement AccountStandard Terms, and the Trustee shall execute and deliver an Initial Certification pursuant to Section 2.03(c)(1) of the Standard Terms. (b3) If: (i) On the last day of the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer Trustee shall instruct deposit into the Indenture Trustee to withdraw from Distribution Account any amounts then remaining in the Pre-Funding Account, net of investment earnings, which amounts shall be included in the case Available Distribution Amount for the next Distribution Date and distributed as an additional prepayment of clause principal to Certificateholders in accordance with the Remittance Report prepared by the Servicer then entitled to such distributions. (i)c) The Pre-Funding Account shall be part of the Trust, but not part of the Pooling REMIC or the Issuing REMIC. The Trustee, on such Payment Date orbehalf of the Trust, in shall be the case legal owner of clause (ii)the Pre-Funding Account. OMI shall be the beneficial owner of the Pre-Funding Account, on subject to the Payment Date immediately succeeding such Determination Date, foregoing power of the amount remaining at the time Trustee to transfer amounts in the Pre-Funding Account (such remaining amount being to the “Remaining Distribution Account. Funds in the Pre-Funded Amount”) and deposit such Funding Account shall, at the direction of the Servicer, be invested in Eligible Investments that mature no later than the Business Day prior to the next occurring Distribution Date. All amounts earned on deposits in the Collection Account, for inclusion Pre-Funding Account shall be taxable to OMI. The Trustee shall release to OMI all investment earnings in the Total Distribution Amount for that Payment DatePre-Funding Account on the Business Day immediately following the end of the Pre-Funding Period.] (d) Each Subsequent Asset acquired by the Trust with funds from the Pre-Funding Account shall be acquired pursuant to a fixed price contract within the meaning of Section 860G(a)(3)(A)(ii) of the Internal Revenue Code of 1986, as amended.

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $385,142,899.54 from the net proceeds of the sale of the NotesNotes and the Certificates. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ $200,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “"Remaining Pre-Funded Amount”") and deposit such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Date.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $286,174,616.79 from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ $200,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “Remaining Pre-Funded Amount”) and deposit such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Date.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on No later than the Closing Date, the Indenture Trustee will deposit, shall establish and maintain on behalf of itself one or more segregated trust accounts, which shall be Eligible Accounts, titled "Pre-Funding Account, Wells Fargo Bank, N.A., as Indenture Trustxx xor GMACM Home Equity Loan Trust 2004-HE5" (the Seller"Pre-Funding Account"). Notwithstanding anything herein to the contrary, in the Pre-Funding Account $ shall not be an asset of any REMIC. To the extent that the Pre-Funding Account constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset any REMIC, (2) it shall be owned by GMACM, as Seller and (3) amounts transferred any REMIC to the Pre-Funding Account shall be treated as transferred to GMACM, as Seller, or any successor, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. On the Closing Date, GMACM shall deposit into the Pre-Funding Account an amount equal to the Original Pre-Funded Amount from the net proceeds of the sale of the NotesSecurities. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee in writing to withdraw from the Pre-Funding Account an amount equal to: (i) to the aggregate Contract Value Principal Balance as of the related Subsequent Cut-Off Date of the Subsequent Receivables transferred Mortgage Loans to be sold to the Issuing Entity Trust on such Subsequent Transfer Date less and purchased with funds on deposit in the amounts described in clause (ii) and clause (iii) belowPre-Funding Account, and distribute to pay such amount to or upon the order of the Seller GMACM upon satisfaction of the conditions set forth in Section 2.2(b) this Agreement, in the Purchase Agreement and in the related Subsequent Transfer Agreement with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Accountthereto. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero at the close of business on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end last day of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination DateFunding Period, in either case after giving effect to any reductions in the withdrawal therefrom on such day, any remaining Pre-Funded Amount shall be deposited in the Note Payment Account on such date pursuant and held uninvested and applied as a principal payment on the Notes (other than the Class A-IO Notes) on the next succeeding Payment Date in accordance with the terms of the Indenture. (c) The Servicer may cause the institution maintaining the Pre-Funding Account to paragraph (a)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 Pre-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. Notwithstanding the foregoing, in the event investment earnings have not matured on any Payment Date, the amount of such earnings accrued as of such Payment Date shall be advanced by the Servicer for deposit into the Note Payment Account (which advance shall instruct be reimbursed to the Servicer from such investment earnings at maturity). At any time when the Indenture Trustee to withdraw from is maintaining the Pre-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 case name of clause (i)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, and may be withdrawn therefrom in accordance with Section 3.05 of the Indenture. In no event shall the Indenture Trustee be liable for any investment losses on such Payment Date or, Permitted Investments held in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in or credited to the Pre-Funding Account (such remaining amount being the “Remaining Pre-Funded Amount”) and deposit such amounts in the Collection Account, for inclusion provided that such investments are made in accordance with the Total Distribution Amount for that Payment Dateprovisions of this Agreement and the Indenture Trustee is not the obligor under the Permitted Investment.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on No later than the Closing Date, the Indenture Trustee will deposit, shall establish and maintain on behalf of itself one or more segregated trust accounts, which shall be Eligible Accounts, titled "Pre-Funding Account, Wells Fargo Bank Minnesota, X.X., as Indenture Trustee for GMACM Home Equity Loan Trust 2003-HE2" (the Seller"Pre-Funding Account"). Notwithstanding anything herein to the contrary, in the Pre-Funding Account $ shall not be an asset of REMIC I, REMIC II or REMIC III. To the extent that the Pre-Funding Account constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of REMIC I, REMIC II or REMIC III, (2) it shall be owned by GMACM, as Seller and (3) amounts transferred by REMIC I, REMIC II or REMIC III to the Pre-Funding Account shall be treated as transferred to GMACM, as Seller, or any successor, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. On the Closing Date, GMACM shall deposit into the Pre-Funding Account an amount equal to the Original Pre-Funded Amount from the net proceeds of the sale of the NotesSecurities. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee in writing to withdraw from the Pre-Funding Account an amount equal to: (i) to the aggregate Contract Value Principal Balance as of the related Subsequent Cut-Off Date of the Subsequent Receivables transferred Mortgage Loans to be sold to the Issuing Entity Trust on such Subsequent Transfer Date less and purchased with funds on deposit in the amounts described in clause (ii) and clause (iii) belowPre-Funding Account, and distribute to pay such amount to or upon the order of the Seller GMACM upon satisfaction of the conditions set forth in Section 2.2(b) this Agreement, in the Purchase Agreement and in the related Subsequent Transfer Agreement with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Accountthereto. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero at the close of business on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end last day of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination DateFunding Period, in either case after giving effect to any reductions in the withdrawal therefrom on such day, any remaining Pre-Funded Amount shall be deposited in the Note Payment Account and applied as a principal distribution on the Notes on the next succeeding Payment Date in accordance with the terms of the Indenture. (c) The Servicer may cause the institution maintaining the Pre-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 Pre-Funding Account is maintained may mature on or before 10:30 a.m., New York time, on such date pursuant Payment Date; and provided further, that no such investment may be sold or disposed of prior to paragraph (a)maturity. In addition, no such Permitted Investment shall be purchased at a price in excess of par. Notwithstanding the foregoing, in the event investment earnings have not matured on any Payment Date, the amount of such earnings accrued as of such Payment Date shall be advanced by the Servicer for deposit into the Note Payment Account (which advance shall instruct be reimbursed to the Servicer from such investment earnings at maturity). At any time when the Indenture Trustee to withdraw from is maintaining the Pre-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 case name of clause (i)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, and may be withdrawn therefrom in accordance with Section 3.05 of the Indenture. In no event shall the Indenture Trustee be liable for any investment losses on such Payment Date or, Permitted Investments held in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in or credited to the Pre-Funding Account (such remaining amount being the “Remaining Pre-Funded Amount”) and deposit such amounts in the Collection Account, for inclusion provided that such investments are made in accordance with the Total Distribution Amount for that Payment Dateprovisions of this Agreement and the Indenture Trustee is not the obligor under the Permitted Investment.]

Pre-Funding Account. (a) Subject On the Closing Date relating to the proviso set forth in Section 5.1(a)(iv), on the Closing DateSeries 1996-2 Notes, the Trustee Issuer will deposit, on behalf of the Seller, deposit in the Pre-Funding Account $ $29,861,799.80 from the net proceeds of the sale of the Series 1996-2 Notes. On each Subsequent Transfer Date, the Servicer Administrator shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value to 103.70% of the principal balance of, plus accrued interest from the Subsequent Receivables Cut-off Date to the Transfer Date on, the Additional Financed Student Loans transferred to the Issuing Entity Eligible Lender Trustee on behalf of the Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and to distribute such amount to or upon the order of the Seller holder of the Series 1996-2 Certificates, upon satisfaction of the conditions set forth in Section 2.2(b) 2.2 with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: If (ix) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which last day of the Funding Period ends relating to the Series 1996-2 Notes (or, if the such Funding Period does not end on a Payment ends prior to such Note Distribution Date, on the first Payment Note Distribution Date for the Class of Notes with the earliest Final Maturity Date following the end of the Funding Period) or (iiy) the Pre-Funded Amount has been reduced to $ $200,000 or less on any Determination Note Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date Distribution Date pursuant to paragraph (a)) above, the Servicer Administrator shall instruct the Indenture Trustee pursuant to Section 4.7(b) to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), Account on the Payment next Note Distribution Date immediately succeeding such Determination Date, relating to the Class of Notes with the earliest Final Maturity Date an amount remaining at the time in equal to the Pre-Funding Account (Funded Amount and to distribute such remaining amount being to Noteholders of the “Remaining Pre-Funded Amount”) and deposit such amounts Class of Notes with the earliest Final Maturity Date as a payment of principal in the Collection Account, for inclusion in same manner as the Total Noteholders' Principal Distribution Amount for that Payment Dateis distributed.]

Pre-Funding Account. (a) Subject Establishment of the Pre-Funding Account. The Trustee, for the benefit of the [Series 199[ ]-[ ]] [Class A] [Class B] Certificateholders, shall establish and maintain in the name of the Trustee, a segregated trust account (the "Pre-Funding Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the [Series 199[ ]-[ ]] [Class A] [Class B] Certificateholders. The Depositor does hereby transfer, assign, set over and otherwise convey to the proviso set forth in Section 5.1(a)(iv)Trustee for the benefit of the [Series 199_-_] [Class A] [Class B] Certificateholders, without recourse, all of its right, title and interest in, to and under the Pre-Funding Account, all amounts on deposit therein, all Eligible Investments credited to the Pre-Funding Account, and any proceeds of the foregoing. The Pre-Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the [Series 199[ ]-[ ]] [Class A] [Class B] Certificateholders. On the Closing Date, the Trustee will deposit, on behalf of the Seller, Depositor shall cause to be deposited in the Pre-Funding Account $ from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity on such Subsequent Transfer Date less Initial Pre-Funding Amount. Pursuant to the amounts described in clause (ii) and clause (iii) below, and distribute such amount authority granted to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount Servicer in the Spread Agreement, the Servicer shall have the power, revocable by the Trustee, to instruct the Trustee to make withdrawals and payments from the Pre-Funding Account and (iii) for the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf purposes of carrying out the Seller, deposit such amount in the Principal Supplement AccountServicer's or Trustee's duties hereunder. (b) If: (i) Administration of the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Account. On each Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw on the related Distribution Date from the Pre-Funding Account and deposit in the Collection Account all interest and other investment income and earnings (net of losses and investment expenses) on all funds in the Pre-Funding Account, for application as Collections of Finance Charge Receivables allocable to the [Series 199[ ]-[ ]] [Class A] [Class B] Certificates. Except as provided in the immediately preceding sentence, interest (including reinvested interest) and other investment income and earnings on funds on deposit in the Pre-Funding Account shall be deemed not to be on deposit therein for purposes of 51 this Supplement. Funds on deposit in the Pre-Funding Account shall be withdrawn by the Trustee and paid to the Depositor to the extent of any increases in the Invested Amount pursuant to Section 4.16. On the Determination Date immediately preceding the last day of the Funding Period, the Servicer shall instruct the Trustee to distribute to the Paying Agent the remaining Pre-Funding Amount, if any, on deposit in the Pre-Funding Account for distribution as payment of principal to the [Series 199[ ]-[ ]] [Class A] [Class B] Certificateholders on the related Distribution Date pursuant to Section 4.05(e); provided, however, that if during the period beginning on such Transfer Date and ending on or before such Distribution Date, the Depositor increases the Invested Amount in accordance with the provisions of Section 4.16, then that portion of the Pre-Funding Amount equal to the amount by which the Invested Amount was increased during such period shall not be paid to the [Series 199[ ]-[ ]] [Class A] [Class B] Certificateholders, but rather shall be paid to the Depositor. The Servicer shall furnish or cause to be furnished to the Trustee a monthly statement reporting all activity with respect to the Pre-Funding Account. (c) Investment of Funds in Pre-Funding Account. Funds on deposit in the Pre-Funding Account shall be invested in [Eligible Investments] [a guaranteed investment agreement] by the Servicer (or, at the direction of the Servicer, by the Trustee on behalf of the Servicer). [Funds on deposit in the Pre-Funding Account on any Distribution Date and any proceeds of any investments thereof, after giving effect to any withdrawals from the Pre-Funding Account, shall be invested in [Eligible Investments that will mature [overnight] [as specified by the case of clause (i), Servicer] so that such funds will be available for withdrawal on such Payment Date or, in or prior to the case of clause (ii), on the Payment Date immediately succeeding such Determination following Transfer Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “Remaining Pre-Funded Amount”) and deposit such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Date] [a guaranteed investment agreement].]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On or before the Closing Date, the Trustee will deposit, shall establish the Pre-Funding Account on behalf of the SellerTrust, which must be an Eligible Account, and shall deposit therein the amount received from the Seller pursuant to Section 2.02(l). The Pre-Funding Account shall be entitled "Pre-Funding Account, U.S. Bank National Association as Trustee for the benefit of 107 holders of Home Equity Loan Certificates, Series 2002-B." Funds deposited in the Pre-Funding Account $ from shall be held in trust by the net proceeds Trustee for the Holders of the sale of Certificates and the NotesClass R Certificate for the uses and purposes set forth herein. (b) On or before the Closing Date the Seller shall deposit in the Pre-Funding Account the amount specified in Section 2.02(l). Amounts on deposit in such account shall be withdrawn by the Trustee as follows: (i) On each any Subsequent Transfer Date, the Servicer Trustee shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value to 100% of the Cut-off Date Principal Balance of each Subsequent Receivables Loan transferred and assigned to the Issuing Entity Trustee on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute pay such amount to or upon the order of the Seller Originator upon satisfaction of the conditions set forth in Section 2.2(b2.03(b) with respect to such transfer, transfer and assignment. (ii) On the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of Business Day immediately preceding the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) the PrePost-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following Trustee shall deposit into the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on Certificate Account any Determination Date, amounts remaining in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in net of investment earnings. (c) The Pre-Funding Account shall be part of the case Trust but not part of clause (i)any REMIC. The Trustee on behalf of the Trust shall be the legal owner of the Pre-Funding Account. The Seller shall be the beneficial owner of the Pre-Funding Account, on such Payment Date or, in subject to the case foregoing power of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time Trustee to transfer amounts in the Pre-Funding Account (such remaining amount being to the “Remaining Certificate Account. Funds in the Pre-Funded Amount”Funding Account shall, at the direction of the Servicer, be invested in Eligible Investments of the kind described in clauses (i) and deposit such (ii)(A) of the definition of "Eligible Investments" and that mature no later than the Business Day prior to the next succeeding Payment Date. All amounts earned on deposits in the Collection Account, for inclusion Pre-Funding Account shall be taxable to the Seller. The Trustee shall release to the Seller all investment earnings in the Total Distribution Amount for that Pre-Funding Account on the first Payment DateDate after the end of the Pre-Funding Period.]

Pre-Funding Account. (a) Subject Pursuant to the proviso set forth in Section 5.1(a)(iv5.1(b), on the Trust Collateral Agent shall establish and maintain the Pre-Funding Account as an Eligible Account in the name of the Trust for the benefit of the Noteholders, the Class C Certificateholder and the Note Insurer. (b) On the Closing Date, the Trustee Transferor will deposit, on behalf of the Seller, deposit in the Pre-Funding Account $ an amount equal to the Original Pre-Funded Amount from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee Trust Collateral Agent in writing to withdraw from the Pre-Funding Account an amount equal to: (i) to the aggregate Contract Value Principal Balance of the Subsequent Receivables transferred (as of the related Subsequent Cutoff Date) conveyed to the Issuing Entity Trust on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute pay such amount to or upon the order of the Seller Transferor upon satisfaction of the conditions set forth in Section 2.2(b) this Agreement and in the related Transfer Agreement with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (bc) If: If (i) the Pre-Funded Amount has not been reduced to (x) zero by the close of business on the Payment Date on which last day of the final Funding Period ends or (or, if y) $53,307,144 by the Funding Period does not end on a Payment Date, close of business on the first Payment Date following the end last day of the initial Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case each case, after giving effect to any reductions in the Pre-Funded Amount on such date last day of the Funding Period pursuant to paragraph (aSection 5.13(b), the Servicer shall instruct the Indenture Trustee Trust Collateral Agent in writing to withdraw such remaining portion of the Pre-Funded Amount (or, with respect to the initial Funding Period, the amount, if any, in excess of $53,307,144) from the Pre-Funding Account, Account and deposit it in the case of clause (i), on such Payment Date or, in the case of clause (ii), Note Account on the Payment Date immediately succeeding such Determination following the last day of the initial Funding Period or the Final Funding Period Payment Date, as the amount remaining at case may be, to be applied as a partial redemption of the time Notes, in addition to the Pre-Funding Account (payment of principal and interest that otherwise would be payable with respect to such remaining amount being the “Remaining Pre-Funded Amount”) and deposit Notes on such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Date, in accordance with Section 5.6(c)(iv).]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $299,666,806 from the net proceeds of the sale of the NotesNotes and the Certificates. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) belowSpread Account Initial Deposit for such Subsequent Transfer Date, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, and (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “"Remaining Pre-Funded Amount”") and deposit such amounts in the Collection Note Distribution Account, for inclusion so that such amounts are payable: (A) first, to redeem the A-1 Notes, in whole or in part, (B) second, to redeem the Total Distribution Amount for that Payment DateA-2 Notes, in whole or in part, (C) third, to redeem the A-3 Notes, in whole or in part, and (D) fourth to the redeem the A-4 Notes, in whole or in part.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Owner Trustee will deposit, on behalf of the Seller, deposit in the Pre-Funding Account $ the Pre-Funded Amount from the net proceeds of the sale of the NotesNotes and the Certificates. On each Subsequent Transfer Date, upon satisfaction of the conditions set forth in Section 2.01(c) with respect to such transfer, the Servicer shall instruct the Indenture Trustee in writing to withdraw from the Pre-Funding Account an amount equal to: to (i) the aggregate Contract Value Principal Balance of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) belowSpread Account Percentage for such Subsequent Transfer Date, and to distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, and (ii) the Spread Account Initial Deposit Percentage for such Subsequent Transfer Date and, on behalf of the Seller, to deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero on the Payment Date on which last day of the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a)) above, the Servicer shall instruct the Indenture Trustee in writing to withdraw from the Pre-Funding Account, in Account on the case of clause Mandatory Redemption Date (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in ) if the Pre-Funding Account (such remaining amount being Funded Amount is equal to or less than $150,000, the “Remaining Pre-Funded Amount”Amount and deposit such amount in the Note Distribution Account to be applied to reduce the Outstanding Amount of the Class A-1 Notes and (ii) if the Pre-Funded Amount is greater than $150,000, (A) amounts equal to the Pre-Funded Percentage for each Class of Notes of the Pre-Funded Amount and deposit such amounts in the Collection Account, Note Distribution Account to be applied in reduction of the Outstanding Amount of each Class of Notes and (B) an amount equal to the Pre-Funded Percentage for inclusion the Certificates of the Pre-Funded Amount and deposit such amount in the Total Certificate Distribution Amount for that Payment DateAccount to be applied in reduction of the Certificate Balance.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will deposit, on behalf of the Seller, Seller shall deposit in the Pre-Funding Account $ from the net proceeds of the sale of the Notes. On each -------------- Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to shall, upon receipt of instructions from the Servicer, withdraw from the Pre-Funding Account an amount equal to: to (i) the aggregate Contract Value Starting Receivables Balance of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, Reserve Account Subsequent Transfer Deposit with respect to such Subsequent Transfer Date and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b2.02(b) of the Pooling Agreement with respect to such transfer, and (ii) the Spread Reserve Account Initial Subsequent Transfer Deposit for with respect to such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Reserve Account. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero on or prior to the Payment Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Distribution Date, on the first Payment Distribution Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw shall, upon receipt of instructions from the Servicer, transfer from the Pre-Funding Account, in the case of clause (i), Account on such Payment Distribution Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the any amount then remaining at the time in the Pre-Funding Account (to the Note Distribution Account and, if such remaining amount being is greater than $100,000 the “Remaining Issuer will deposit into the Note Distribution Account an amount equal to the aggregate of Noteholders' Prepayment Premiums for all classes of Notes; provided, however, that the Issuer's obligation to pay the Noteholders' -------- ------- Prepayment Premiums shall be limited to funds which are received by the Issuer from the Seller pursuant to Section 2.02(c) of the Pooling Agreement as liquidated damages for the failure to deliver the Subsequent Receivables, and no other assets of the Issuer will be available for making such payments. If the amount of funds available for payment of the Noteholders' Prepayment Premiums is less than the sum of the Noteholders' Prepayment Premium for each class of Notes, then the available funds will be allocated among each class of Notes in accordance with the Pre-Funded Amount”) and deposit Percentage for such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Dateclass of Notes.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On or before the Closing Date, the Trustee will deposit, shall establish the Pre-Funding Account on behalf of the SellerTrust, which must be an Eligible Account, and shall deposit therein the amount received from the Seller pursuant to Section 2.02(l). The Pre-Funding Account shall be entitled "Pre-Funding Account, U.S. Bank Trust National Association as Trustee for the benefit of holders of Home Equity Loan Certificates, Series 2001-C." Funds deposited in the Pre-Funding Account $ from shall be held in trust by the net proceeds Trustee for the Holders of the sale of Certificates and the NotesClass R Certificate for the uses and purposes set forth herein. (b) On or before the Closing Date the Originator shall deposit in the Pre-Funding Account the amount specified in Section 2.02(l). Amounts on deposit in such account shall be withdrawn by the Trustee as follows: (i) On each any Subsequent Transfer Date, the Servicer Trustee shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value to 100% of the Cut-off Date Principal Balance of each Subsequent Receivables Loan transferred and assigned to the Issuing Entity Trustee on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute pay such amount to or upon the order of the Seller Originator upon satisfaction of the conditions set forth in Section 2.2(b2.03(b) with respect to such transfer, transfer and assignment. (ii) On the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of Business Day immediately preceding the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) the PrePost-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following Trustee shall deposit into the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on Certificate Account any Determination Date, amounts remaining in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in net of investment earnings. (c) The Pre-Funding Account shall be part of the case Trust but not part of clause (i)any REMIC. The Trustee on behalf of the Trust shall be the legal owner of the Pre-Funding Account. The Seller shall be the beneficial owner of the Pre-Funding Account, on such Payment Date or, in subject to the case foregoing power of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time Trustee to transfer amounts in the Pre-Funding Account (such remaining amount being to the “Remaining Certificate Account. Funds in the Pre-Funded Amount”Funding Account shall, at the direction of the Servicer, be invested in Eligible Investments of the kind described in clauses (i) and deposit such (ii)(A) of the definition of "Eligible Investments" and that mature no later than the Business Day prior to the next succeeding Payment Date. All amounts earned on deposits in the Collection Account, for inclusion Pre-Funding Account shall be taxable to the Seller. The Trustee shall release to the Seller all investment earnings in the Total Distribution Amount for that Pre-Funding Account on the first Payment DateDate after the end of the Pre-Funding Period.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will deposit, on behalf of the Seller, in Transferor shall deposit into the Pre-Funding Account $ an amount equal to the Pre-Funded Amount from the net proceeds of the sale of the NotesSecurities. The Transferor shall designate the $58,463,384.59 of such amount as allocated to Group I and $16,276,708.56 of such amount is allocated to Group II. On each related Subsequent Transfer Date, the Master Servicer shall instruct the Indenture Trustee in writing to (i) withdraw from the Pre-Funding Account an amount equal to: (i) to the aggregate Contract Value Principal Balance as of the related Subsequent Cut-Off Date of the Subsequent Receivables transferred Mortgage Loans to be sold to the Issuing Entity Trust on such Subsequent Transfer Date less the amounts described in clause Date, (ii) allocate such withdrawal between amounts reserved for Group I and clause Group II as indicated by the Master Servicer and (iii) below, and distribute pay such amount to or upon the order of the Seller Transferor upon satisfaction of the conditions set forth in Section 2.2(b) this Agreement and in the related Subsequent Transfer Agreement with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Accountthereto. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero at the close of business on the last Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination DateFunding Period, in either case after giving effect to any reductions in the withdrawal therefrom on such Payment Date, such remaining Pre-Funded Amount shall be deposited into the Trustee Collection Account. (c) The Master Servicer may cause the institution maintaining the Pre-Funding Account to invest any funds therein in Permitted Investments having a maturity of up to 180 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 Pre-Funding Account is maintained may mature on or before 10:30 a.m., New York time, on such date pursuant Payment Date; and provided further, that no such investment may be sold or disposed of prior to paragraph (a)maturity. Notwithstanding the foregoing, in the event investment earnings have not matured on any Payment Date, the amount of such earnings accrued as of such Payment Date may be advanced by the Master Servicer for deposit into the Pre-Funding Account (which advance shall instruct be reimbursed to the Master Servicer from such investment earnings at maturity). At any time when the Indenture Trustee to withdraw from is maintaining the Pre-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 investment is a Permitted Investment maturing at or prior to the time required hereby. Any such investment shall be registered in the case name of clause (i)the Indenture Trustee or its nominee, on and to the extent that any such Payment Date orinvestment 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 Capitalized Interest Account, and may be withdrawn therefrom in accordance with Section 5.05 hereof. The amount of any net losses incurred in respect of the case principal amount of clause (ii), on the Payment Date immediately succeeding any such Determination Date, the amount remaining at the time in investment shall be deposited into the Pre-Funding Account (such remaining amount being by the “Remaining Pre-Funded Amount”) and deposit such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment DateMaster Servicer out of its own funds immediately as realized.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee Transferor will deposit, on behalf of the Seller, deposit in the Pre-Funding Account $ an amount equal to the Original Pre-Funding Balance from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer (or if __________ is then performing the duties of Servicer hereunder, the Servicer with the reasonable assistance of the Indenture Trustee) shall instruct the Indenture Trustee Trust Collateral Agent in writing to withdraw from the Pre-Funding Account an amount equal to: (i) to the aggregate Contract Value Principal Balance of the Subsequent Receivables transferred (as of the related Subsequent Cut-off Date) conveyed to the Issuing Entity Trust on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute pay such amount to or upon the order of the Seller Transferor upon satisfaction of the conditions set forth in Section 2.2(b2.02(b) hereof and in the related Transfer Agreement with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) If the Pre-Funded Amount Funding Balance has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Termination Date, on the first Payment Date following Servicer (or if __________ is then performing the end duties of Servicer hereunder, the Servicer with the reasonable assistance of the Funding PeriodIndenture Trustee) or (ii) shall instruct the Trust Collateral Agent in writing to withdraw such remaining portion of the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw Funding Balance from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “Remaining Pre-Funded Amount”) and deposit such amounts it in the Collection AccountAccount to be applied on the next succeeding Distribution Date as a partial principal prepayment of the Notes, for inclusion in addition to the payment of principal and interest that otherwise would be payable with respect to the Notes on such Distribution Date. Amounts to be distributed to Noteholders as a partial principal prepayment of the Notes shall be distributed in the Total Distribution Amount for that Payment Datefollowing order of priority: (i) first, to the Class A Noteholders in an amount necessary to reduce the outstanding Class A-1 Note Balance to zero, (ii) after the outstanding Class A-1 Note Balance is reduced to zero, to the Class A-2 Noteholders in amount necessary to reduce the Class A-2 Note Balance to zero, (iii) after the outstanding Class A-2 Note Balance is reduced to zero, to the Class A-3 Noteholders in amount necessary to reduce the Class A-3 Note Balance to zero, and (iv) after the outstanding Class A-3 Note Balance is reduced to zero, to the Class B Noteholders in amount necessary to reduce the Class B Note Balance to zero.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $334,913,958.08 from the net proceeds of the sale of the NotesNotes and the Certificates. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “"Remaining Pre-Funded Amount”") and deposit such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Date.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Indenture Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $411,884,035.48 from the net proceeds of the sale of the NotesNotes and the Certificates. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account (or, once the balance on deposit in the Pre-Funding Account has been reduced to zero, will cause the Issuer to make available from the proceeds of issuance of Class B Notes) an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) belowSpread Account Initial Deposit for such Subsequent Transfer Date, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, plus (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “"Remaining Pre-Funded Amount”") and deposit such amounts in the Collection Note Distribution Account, for inclusion so that such amounts are payable to redeem the Offered Notes (in the Total same proportions and sequence that would apply if such remaining funds were a part of the Fixed Rate Principal Distribution Amount for that Payment DateAmount).]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Indenture Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $148,818,732.02 from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee in writing: (i) to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Spread Account Additional Deposit, if any, on such Subsequent Transfer Date less Date, and to deliver such funds to the amounts described Collateral Agent for deposit in clause the Spread Account, (ii) to withdraw from the Pre-Funding Account the amount, if any, by which the Requisite Reserve Amount for such Subsequent Transfer Date exceeds the Reserve Amount, and clause to deposit such funds in the Reserve Account, (iii) belowto withdraw from the Pre-Funding Account the Class A-1 Holdback Amount, if any, for such Subsequent Transfer Date, and to deposit such funds in the Class A-1 Holdback Subaccount, (iv) to withdraw from the Pre-Funding Account the amount, if any, on deposit therein in excess of the remaining Pre-Funded Amount, after giving effect to the withdrawals specified in clauses (i) - (iii) above, and to distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) 2.4 with respect to such transfer, and (iiv) to withdraw from the Spread Reserve Account Initial Deposit an amount equal to the excess, if any, of the Reserve Amount (after giving effect to withdrawals from the Reserve Account pursuant to Section 5.1 on the immediately following Distribution Date, if such Subsequent Transfer Date falls between a Determination Date and the related Distribution Date) over the Requisite Reserve Amount for such Subsequent Transfer Date and, on behalf and to distribute such amount to or upon the order of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement AccountDepositor. (b) If: If (ix) the Pre-Funded Amount has not been reduced to zero on the Payment Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date or immediately following the end of the Funding Period) or (iiy) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date Distribution Date pursuant to paragraph (a)) above, the Servicer shall instruct provide written instructions to the Indenture Trustee to withdraw from the Pre-Funding AccountAccount on such Distribution Date an amount equal to the sum of the Class A-1 Prepayment Amount, the Class A-2 Prepayment Amount, the Class A-3 Prepayment Amount, the Class A-4 Prepayment Amount and the Class A-5 Prepayment Amount and deposit such amount in the case of clause (i), Note Distribution Account. Any remaining funds on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time deposit in the Pre-Funding Account shall be distributed to the Depositor. If the funds on deposit in the Pre-Funding Account are less than the amount described above, then the Servicer shall provide written instructions to the Indenture Trustee to withdraw the funds on deposit in the Pre-Funding Account and deposit such funds in the Note Distribution Account and Collection Account, pro rata in accordance with the amount specified above. (such remaining amount being c) If the “Remaining Pre-Funded Amount”) Amount is greater than $100,000 at the end of the Funding Period, the Seller will deposit into the Note Distribution Account an amount equal to the sum of the Class A-1 Prepayment Premium, the Class A-2 Prepayment Premium, the Class A-3 Prepayment Premium, the Class A-4 Prepayment Premium and deposit such amounts the Class A-5 Prepayment Premium; PROVIDED, HOWEVER, that the obligation of the Seller to make the deposits referred to in this sentence is expressly limited to the extent of the amount of Liquidated Damages (as defined in the Collection Account, for inclusion in Closing Date Purchase Agreement) paid to the Total Distribution Amount for that Payment DateSeller by AFL and by the Seller to the Trust.]

Pre-Funding Account. (a) Subject The Trustee for the benefit of the Certificateholders, shall cause to be established and maintained a Pre-Funding Account (the proviso set forth in Section 5.1(a)(iv"Pre-Funding Account"), on which shall be a separate Eligible Account and may be interest-bearing, entitled "Pre-Funding Account, The Bank of New York, in trust for the New South Home Equity Backed Certificates, Series 1999-2." Funds in the Pre-Funding Account shall be invested in accordance with Section 6.6 hereof. The Pre-Funding Account shall not be an asset of either REMIC I, REMIC II or REMIC III, but rather shall be an asset of the Grantor Trust. On the Closing Date, the Trustee will deposit, on behalf of the Seller, deposit in the Pre-Funding Account $ the Pre-Funding Amount (which was received from the Depositor from the net proceeds of the sale of the NotesClass X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-4, Class A-5, Class A-6 and Class B Certificates). On each Subsequent Transfer Date, upon satisfaction of the Servicer conditions set forth in Section 2.5 hereof with respect to such transfer, the Trustee shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) to the aggregate Contract Value Principal Balances of the Subsequent Receivables Loans transferred to the Issuing Entity Trustee pursuant to the related Subsequent Transfer Agreement on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement AccountTransferor. (b) If: (i) If the Pre-Funded Funding Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end last day of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case Funding Period after giving effect to any reductions in the Pre-Funded Funding Amount on such date pursuant to paragraph (a)Section 5.24(a) above, the Servicer Trustee shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), Account on the Payment Date immediately succeeding such Determination Mandatory Redemption Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “Remaining Pre-Funded Amount”) Amount and deposit such amounts amount in the Collection AccountCertificate Account to be applied in reduction of the Principal Balances of the Class A and Class B Certificates as set forth in Section 6.5(b). (c) On the Business Day preceding each of the first, second and third Distribution Dates, if applicable, the Trustee shall withdraw the related Pre-Funding Earnings for inclusion in the Total Distribution Amount for that Payment Daterelated Due Period and pay such amounts to the Transferor.]

Pre-Funding Account. (ai) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Eligible ------------------- Lender Trustee will deposit, on behalf of the Seller, deposit in the Pre-Funding Account $ $_____________ from the net proceeds of the sale of the NotesNotes and the Certificates. On each Subsequent Transfer DateDuring the Funding Period, the Servicer Administrator shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account Account, in each case to the extent of the funds on deposit therein (x) on each Transfer Date, an amount equal to: (i) the aggregate Contract Value to 10_% of the Subsequent Receivables principal balance of, plus, to the extent capitalized or to be capitalized, accrued interest on, the Additional Student Loans transferred to the Issuing Entity Eligible Lender Trustee on behalf of the Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and to distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) 2.02 of the Loan Sale Agreement with respect to such transfertransfer and (y) on each Determination Date, to deposit into the Collection Account an amount equal to the Capitalized Interest Amount for the preceding Student Loan Rate Accrual Period. (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and If (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (ix) the Pre-Funded Amount has not been reduced to zero on the Payment Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Distribution Date, on the first Payment Distribution Date following the end of the Funding Period) or (iiy) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date Distribution Date pursuant to paragraph (a)Section 2(f)(i) above, the Servicer Administrator shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), Account on such Payment Distribution Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the an amount remaining at the time in equal to the Pre-Funding Account (Funded Amount and to distribute such remaining amount being the “Remaining Pre-Funded Amount”) and deposit such amounts to Noteholders as a payment of principal in the Collection Account, for inclusion in same manner as the Total Noteholders' Principal Distribution Amount for that Payment Dateis distributed.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $201,370,728.69 from the net proceeds of the sale of the NotesNotes and the Certificates. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) Spread Account Initial Deposit and clause (iii) belowYield Supplement Account Initial Deposit for such Subsequent Transfer Date, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Yield Supplement Account Initial Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Yield Supplement Account. (b) If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “"Remaining Pre-Funded Amount”") and deposit such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Date.]

Pre-Funding Account. (ai) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee Seller will deposit, on behalf of the Seller, deposit in the Pre-Funding Account $ from the net proceeds of Initial Pre-Funded Amount. During the sale of the Notes. On each Subsequent Transfer DateFunding Period, the Servicer Administrator shall instruct the Indenture Trustee to withdraw from the Pre-Pre- Funding Account Account, in the following order of priority in each case to the extent of the funds on deposit therein , first, on the Business Day immediately preceding each Distribution Date and on the last date of the Funding Period, an amount equal to: (i) to the aggregate Contract Value Capitalized Interest Amount for the preceding Student Loan Rate Accrual Period and to deposit such amount into the Collection Account and second, on each Transfer Date, an amount equal to the Purchase Amount of the Subsequent Receivables Additional Student Loans transferred to the Issuing Entity Eligible Lender Trustee on behalf of the Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and to distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) 2.02 of the Loan Sale Agreement with respect to such transfer, . (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and If (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (ix) the Pre-Funded Amount has not been reduced to zero on the Payment Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Distribution Date, on the first Payment Distribution Date following the end of the Funding Period) or (iiy) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date Distribution Date pursuant to paragraph (a)Section 2(f)(i) above, the Servicer Administrator shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), Account on such Payment Distribution Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the an amount remaining at the time in equal to the Pre-Funding Account (Funded Amount and to distribute such remaining amount being the “Remaining Pre-Funded Amount”) and deposit such amounts to Noteholders as a payment of principal in the Collection Accountsame manner as the Noteholders' Principal Distribution Amount is distributed or, for inclusion if Notes have been paid in full on or prior to such Distribution Date, to distribute such amount to the order of the Eligible Lender Trustee as a payment of principal in the Total same manner as the Certificateholders' Principal Distribution Amount for that Payment Dateis distributed.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Indenture Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $195,396,126.43 from the net proceeds of the sale of the NotesNotes and the Certificates. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee Trustee: (i) to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Spread Account Additional Deposit, if any, on such Subsequent Transfer Date less Date, and to deliver such funds to the amounts described Collateral Agent for deposit in clause the Spread Account, (ii) to withdraw from the Pre-Funding Account the amount, if any, by which the Requisite Reserve Amount for such Subsequent Transfer Date exceeds the Reserve Amount, and clause to deposit such funds in the Reserve Account, (iii) belowto withdraw from the Pre-Funding Account the Class A-1 Holdback Amount, if any, for such Subsequent Transfer Date, and to deposit such funds in the Class A-1 Holdback Subaccount, (iv) to withdraw from the Pre-Funding Account the amount, if any, on deposit therein in excess of the remaining Prefunded Amount, after giving effect to the withdrawals specified in clauses (i)-(iii) above, and to distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) 2.4 with respect to such transfer, and (iiv) to withdraw from the Spread Reserve Account Initial Deposit an amount equal to the excess, if any, of the Reserve Amount (after giving effect to withdrawals from the Reserve Account pursuant to Section 5.1 on the immediately following Distribution Date, if such Subsequent Transfer Date falls between a Determination Date and the related Distribution Date) over the Requisite Reserve Amount for such Subsequent Transfer Date and, on behalf and to distribute such amount to or upon the order of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement AccountGeneral Partners. (b) If: If (ix) the Pre-Funded Amount has not been reduced to zero on the Payment Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date or immediately following the end of the Funding Period) or (iiy) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date Distribution Date pursuant to paragraph (a)paragraph(a) above, the Servicer shall instruct provide written instructions to the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause Account on such Distribution Date (i), on such Payment Date or, in ) an amount equal to the case sum of clause (ii), on the Payment Date immediately succeeding such Determination DateClass A-1 Prepayment Amount, the amount remaining at Class A-2 Prepayment Amount, the time in Class A-3 Prepayment Amount, the Class A-4 Prepayment Amount and the Class (c) If the Pre-Funded Amount is greater than $100,000 at the end of the Funding Period, the Seller will (x) deposit into the Note Distribution Account an amount equal to the sum of the Class A-1 Prepayment Premium, the Class A-2 Prepayment Premium, the Class A-3 Prepayment Premium, the Class A-4 Prepayment Premium and the Class A-5 Prepayment Premium and (such remaining y) deposit into the Certificate Distribution Account an amount being equal to the “Remaining Pre-Funded Amount”) and deposit such amounts Certificate Prepayment Premium; PROVIDED, HOWEVER, that the obligation of the Seller to make the deposits referred to in this sentence is expressly limited to the extent of the amount of Liquidated Damages (as defined in the Collection Account, for inclusion in Closing Date Purchase Agreement) paid to the Total Distribution Amount for that Payment DateSeller by OFL and by the Seller to the Trust.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Issuer shall cause the Indenture Trustee will deposit, on behalf of the Seller, to deposit in the Pre-Funding Account $ the Pre-Funded Amount from the net proceeds of the sale of the Notes. On each the Subsequent Transfer Date, upon satisfaction of the conditions set forth in Section 2.01(b) with respect to such transfer, the Servicer shall instruct the Indenture Trustee in writing to withdraw from the Pre-Funding Account an amount equal to: to (i) the aggregate Contract Value Principal Balance of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) belowReserve Account Subsequent Deposit Amount for such Subsequent Transfer Date, and to distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, Depositor and (ii) the Spread Reserve Account Initial Subsequent Deposit Amount for such Subsequent Transfer Date and, on behalf of the SellerIssuer, to deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Reserve Account. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero on the Payment Date on which last day of the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a)) above, the Servicer shall instruct the Indenture Trustee in writing to withdraw from the Pre-Funding Account, in Account on the case of clause Mandatory Redemption Date (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in ) if the Pre-Funding Account (such remaining amount being Funded Amount is equal to or less than $100,000, the “Remaining Pre-Funded Amount”Amount and deposit such amount in the Note Distribution Account to be applied to reduce the Outstanding Amount of the earliest maturing class of Class A Notes and (ii) if the Pre-Funded Amount is greater than $100,000, amounts equal to the product of the Pre-Funded Percentage for each Class of Notes and the Pre-Funded Amount and deposit such amounts in the Collection Account, for inclusion Note Distribution Account to be applied in reduction of the Total Distribution Outstanding Amount for that Payment Dateof each Class of Notes on a pro rata basis. The Pre-Funding Account will be an asset of the Issuer.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will deposit, on behalf of the Seller, Seller shall deposit in the Pre-Funding Account $ $[ ] from the net proceeds of the sale of the Notes. On or prior to the Business Day immediately preceding each Subsequent Transfer Date, the Servicer shall calculate the following amounts and instruct the Indenture Trustee to withdraw such amounts from the Pre-Funding Account an amount equal toon such Subsequent Transfer Date: (i) an amount equal to the aggregate Contract Value Principal Balance of the Subsequent Receivables transferred to the Issuing Entity Trust on such Subsequent Transfer Date less an amount equal to the sum of the amounts described in clause clauses (ii) and clause through (iiiiv) belowof this sentence, and which amount the Indenture Trustee shall distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to on such transferSubsequent Transfer Date, (ii) the Spread Subsequent Reserve Account Initial Deposit for such Subsequent Transfer Date andDate, which amount the Indenture Trustee shall deposit to the Reserve Account on behalf of the SellerSeller on such Subsequent Transfer Date, deposit such amount in the Spread Account and (iii) if the Principal Yield Supplement Account has not been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, the Subsequent Yield Supplement Account Deposit for such Subsequent Transfer Date, and, which amount the Indenture Trustee shall deposit to the Yield Supplement Account on behalf of the SellerSeller on such Subsequent Transfer Date, and (iv) the Subsequent Payahead Account Deposit, which amount the Indenture Trustee shall deposit to the Payahead Account on behalf of the Seller on such amount in the Principal Supplement AccountSubsequent Transfer Date. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Pre-Funding Period ends (or, if the Pre-Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Pre-Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date), in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), Account on such Payment Date (or, in if the case of clause (ii)Pre-Funding Period does not end on a Payment Date, on the first Payment Date immediately succeeding such Determination Datefollowing the end of the Pre-Funding Period), the amount remaining at the time in the Pre-Funding Account at such time exclusive of the Pre-Funding Account Investment Earnings, if any, for the related Collection Period (such remaining amount being the “"Remaining Pre-Funded Amount”") and deposit such amounts amount in the Collection Account, Account for inclusion in the Total Distribution Amount Available Funds for that such Payment Date. The Pre-Funding Account Investment Earnings for the related Collection Period (together with any other interest and other income (net of losses and expenses) earned on amounts on deposit in the Pre-Funding Account that are on deposit in the Pre-Funding Account) shall be deposited to the Collection Account.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $499,968,399.49 from the net proceeds of the sale of the NotesNotes and the Certificates. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “"Remaining Pre-Funded Amount”") and deposit such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Date.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Indenture Trustee will shall deposit, on behalf of the SellerNoteholders, in the Pre-Funding Account $ the Original Pre-Funded Amount in an amount equal to $_________ from the net proceeds of the sale of the Offered Notes. . (b) On each Subsequent any Additional Contract Transfer Date, the Servicer Issuer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value to ___% of the Subsequent Receivables transferred Implicit Contract Balance of the Additional Contracts sold to the Issuing Entity Issuer on such Subsequent Additional Contract Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute pay such amount to or the Originator upon the order of the Seller upon an Issuer Order detailing satisfaction of the conditions set forth in Section 2.2(b) ________ of the Receivables Acquisition Agreement with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (bc) If: On each Payment Date through and including the Payment Date immediately following the Final Additional Closing Date (i) or, if the Final Additional Closing Date is also a Payment Date, then on the Final Additional Closing Date), the Indenture Trustee shall transfer from the Pre-Funded Amount Funding Account to the Collection Account the Pre-Funding Earnings, if any, applicable to each such Payment Date. (d) If the Pre-Funding Account has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Final Additional Closing Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to Trustee, upon a Servicer Order, shall withdraw from the Pre-Funding Account, in the case of clause (i), Account on such Payment Final Additional Closing Date or, in the case of clause (ii), remaining Pre-Funded Amount on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time deposit in the Pre-Funding Account (such remaining amount being the “Remaining Pre-Funded Amount”) and deposit shall distribute such amounts on such Final Additional Closing Date to the Noteholders, in accordance with their respective Class Percentages, as a prepayment on the Collection AccountNotes. To the extent that such prepayment is of an amount greater than $___________, for inclusion in a Prepayment Premium shall also be paid to the Total Distribution Amount for that Payment Date[Class A Noteholders] and [Class B Noteholders] pursuant to Section 2.01(d) of this Indenture.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee Issuer will deposit, on behalf of the Seller, deposit in the Pre-Funding Account $ $59,865,671.24 from the net proceeds of the sale of the Series 1997-1 Notes. On each Subsequent Transfer Date, the Servicer Administrator shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value to 100% of the principal balance of, plus accrued interest from the Subsequent Receivables Cut-off Date to the Transfer Date on, the Additional Financed Student Loans transferred to the Issuing Entity Eligible Lender Trustee on behalf of the Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and to distribute such amount to or upon the order of the Seller Sellers of such Additional Financed Student Loans upon satisfaction of the conditions set forth in Section 2.2(b) 2.2 with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: If (ix) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which last day of the Funding Period ends relating to the Series 1997-1 Notes (or, if the such Funding Period does not end on a Payment ends prior to such Note Distribution Date, on the first Payment Note Distribution Date for the Class of Notes with the earliest Final Maturity Date following the end of the Funding Period) or (iiy) the Pre-Funded Amount has been reduced to $ $200,000 or less on any Determination Note Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date Distribution Date pursuant to paragraph (a)) above, the Servicer Administrator shall instruct the Indenture Trustee pursuant to Section 4.7(b) to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), Account on the Payment next Note Distribution Date immediately succeeding such Determination Date, relating to the Class of Notes with the earliest Final Maturity Date an amount remaining at the time in equal to the Pre-Funding Account (Funded Amount and to distribute such remaining amount being to Noteholders of the “Remaining Pre-Funded Amount”) and deposit such amounts Class of Notes with the earliest Final Maturity Date as a payment of principal in the Collection Account, for inclusion in same manner as the Total Noteholders' Principal Distribution Amount for that Payment Dateis distributed.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $99,770,760.98 from the net proceeds of the sale of the NotesNotes and the Certificates. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) Spread Account Initial Deposit and clause (iii) belowYield Supplement Account Initial Deposit for such Subsequent Transfer Date, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Yield Supplement Account Initial Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Yield Supplement Account. (b) If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “"Remaining Pre-Funded Amount”") and deposit such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Date.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Issuer shall cause the Indenture Trustee will deposit, on behalf of the Seller, to deposit in the Pre-Funding Account $ the Pre-Funded Amount from the net proceeds of the sale of the Notes. On each the Subsequent Transfer Date, upon satisfaction of the conditions set forth in Section 2.01(b) with respect to such transfer, the Servicer shall instruct the Indenture Trustee in writing to withdraw from the Pre-Funding Account an amount equal to: to (i) the aggregate Contract Value Principal Balance of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) Reserve Account Subsequent Deposit Amount and clause (iii) belowthe Yield Maintenance Account Subsequent Deposit Amount for such Subsequent Transfer Date, and to distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transferDepositor, (ii) the Spread Reserve Account Initial Subsequent Deposit Amount for such Subsequent Transfer Date and, on behalf of the SellerIssuer, to deposit such amount in the Spread Reserve Account and (iii) the Principal Supplement Yield Maintenance Account Subsequent Deposit Amount for such Subsequent Transfer Date, Date and, on behalf of the SellerDepositor, to deposit such amount in the Principal Supplement Yield Maintenance Account. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero on the Payment Date on which last day of the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Pre- Funded Amount on such date pursuant to paragraph (a)) above, the Servicer shall instruct the Indenture Trustee in writing to withdraw from the Pre-Pre- Funding Account, in Account on the case of clause Mandatory Redemption Date (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in ) if the Pre-Funding Account (such remaining amount being Funded Amount is equal to or less than $100,000, the “Remaining Pre-Funded Amount”Amount and deposit such amount in the Note Distribution Account to be applied to reduce the Outstanding Amount of the Class A-1 Notes and (ii) if the Pre-Funded Amount is greater than $100,000, amounts equal to the Pre-Funded Percentage for each Class of Notes of the Pre-Funded Amount and deposit such amounts in the Collection Account, for inclusion Note Distribution Account to be applied in reduction of the Total Distribution Outstanding Amount for that Payment Dateof each Class of Notes.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on No later than the Closing Date, the Indenture Trustee will deposit, shall establish and maintain on behalf of itself one or more segregated trust accounts, which shall be Eligible Accounts, titled "Pre-Funding Account, Bank One, National Association, as Indenture Trustee for GMACM Home Equity Loan Trust 2001-HE3" (the Seller"Pre-Funding Account"). On the Closing Date, in GMACM shall deposit into the Pre-Funding Account $ an amount equal to the Original Pre-Funded Amount from the net proceeds of the sale of the NotesSecurities. $32,209,201 of such amount shall be allocated to Group I and $32,350,228 of such amount shall be allocated to Group II. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee in writing to withdraw from the Pre-Funding Account an amount equal to: (i) to the aggregate Contract Value Principal Balance as of the related Subsequent Cut-Off Date of the Subsequent Receivables transferred Mortgage Loans for each Group to be sold to the Issuing Entity Trust on such Subsequent Transfer Date less and allocate such withdrawal to amounts on deposit in the amounts described in clause (ii) and clause (iii) belowPre-Funding Account for the related Group, and distribute to pay such amount to or upon the order of the related Seller upon satisfaction of the conditions set forth in Section 2.2(b) this Agreement, in the Purchase Agreement and in the related Subsequent Transfer Agreement with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Accountthereto. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero at the close of business on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end last day of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination DateFunding Period, in either case after giving effect to any reductions withdrawal therefrom on such day, any remaining Pre-Funded Amount for each Group, if any, shall be deposited into the Note Payment Account and applied as a principal distribution on the Class or Classes of Notes in such Group on the next succeeding Payment Date, except that the amount on deposit in the Pre-Funded Amount Funding up to a maximum of $50,000, shall be deposited in the Funding Account and shall be allocated to Group I or Group II, as applicable, and withdrawn pursuant to Section 3.18(c) hereof. (c) The Servicer may cause the institution maintaining the Pre-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 Pre-Funding Account is maintained may mature on or before 10:30 a.m., New York time, on such date pursuant Payment Date; and provided further, that no such investment may be sold or disposed of prior to paragraph (a)maturity. In addition, no such Permitted Investment shall be purchased at a price in excess of par. Notwithstanding the foregoing, in the event investment earnings have not matured on any Payment Date, the amount of such earnings accrued as of such Payment Date shall be advanced by the Servicer for deposit into the Note Payment Account (which advance shall instruct be reimbursed to the Servicer from such investment earnings at maturity). At any time when the Indenture Trustee to withdraw from is maintaining the Pre-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 case name of clause 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, and may be withdrawn therefrom in accordance with Section 3.05 of the Indenture. In no event shall the Indenture Trustee be liable for any investment losses on Permitted Investments held in or credited to the Pre-Funding Account, provided that such investments are made in accordance with the provisions of this Agreement and the Indenture Trustee is not the obligor under the Permitted Investment. (i), d) If on such any Payment Date or, in during the case of clause (ii), on the Payment Date immediately succeeding such Determination DatePre-Funding Period, the amount remaining at of Additional Balances created during the time related Collection Period exceeds the amount of Principal Collections on deposit in the Custodial Account and the amount on deposit in Funding Account available to purchase Additional Balances, the Servicer may withdraw from amounts on deposit in the Pre-Funding Account (such remaining amount being Account, to the “Remaining Pre-Funded Amount”) extent available and following the purchase of Additional Balances from funds on deposit such amounts in the Collection Custodial Account and Funding Account, the amount of such excess and pay such amount to GMACM as payment for inclusion in the Total Distribution Amount for that Payment Datesuch Additional Balances.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funded Amount into the Pre-Funding Account $ from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account (i) an amount equal to: to the excess of (ia) the aggregate Contract Value Principal Balance of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less over (b) the amounts described in clause (ii) and clause (iii) belowSubsequent Spread Account Deposit for such Subsequent Transfer Date, and to distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) this Agreement with respect to such transfer, ; and (ii) an amount equal to the Subsequent Spread Account Initial Deposit for on such Subsequent Transfer Date and, on behalf of the Seller, and deposit such amount in into the Series 2007-TFC Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf upon satisfaction of the Seller, deposit conditions set forth in this Agreement with respect to such amount in the Principal Supplement Accounttransfer. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero on the Payment Date date on which the Funding Period ends (orends, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a)date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), Account on the Payment Mandatory Redemption Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account Funded Amount (such remaining amount being the “Remaining exclusive of any Pre-Funded Amount”Funding Earnings) and deposit such amounts an amount equal to the Note Prepayment Amount into the Note Distribution Account and an amount equal to the Residual Certificate Prepayment Amount into the Collection Account. (c) All Pre-Funding Earnings will be deposited in the Collection Account, for inclusion in Account on each Payment Date and deemed to be part of the Total Distribution Amount for that Payment DateAmount.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on No later than the Closing Date, the Indenture Trustee will deposit, shall establish and maintain on behalf of itself one or more segregated trust accounts, which shall be Eligible Accounts, titled "Pre-Funding Account, Wxxxx Fargo Bank, N.A., as Indenture Trustee for GMACM Home Equity Loan Trust 2004-HE2" (the Seller"Pre-Funding Account"). Notwithstanding anything herein to the contrary, in the Pre-Funding Account $ shall not be an asset of any REMIC. To the extent that the Pre-Funding Account constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset any REMIC, (2) it shall be owned by GMACM, as Seller and (3) amounts transferred any REMIC to the Pre-Funding Account shall be treated as transferred to GMACM, as Seller, or any successor, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. On the Closing Date, GMACM shall deposit into the Pre-Funding Account an amount equal to the Original Pre-Funded Amount from the net proceeds of the sale of the NotesSecurities. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee in writing to withdraw from the Pre-Funding Account an amount equal to: (i) to the aggregate Contract Value Principal Balance as of the related Subsequent Cut-Off Date of the Subsequent Receivables transferred Mortgage Loans to be sold to the Issuing Entity Trust on such Subsequent Transfer Date less and purchased with funds on deposit in the amounts described in clause (ii) and clause (iii) belowPre-Funding Account, and distribute to pay such amount to or upon the order of the Seller GMACM upon satisfaction of the conditions set forth in Section 2.2(b) this Agreement, in the Purchase Agreement and in the related Subsequent Transfer Agreement with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Accountthereto. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero at the close of business on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end last day of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination DateFunding Period, in either case after giving effect to any reductions in the withdrawal therefrom on such day, any remaining Pre-Funded Amount shall be deposited in the Note Payment Account and applied as a principal distribution on the Notes (other than the Class A-IO Notes) on the next succeeding Payment Date in accordance with the terms of the Indenture. (c) The Servicer may cause the institution maintaining the Pre-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 Pre-Funding Account is maintained may mature on or before 10:30 a.m., New York time, on such date pursuant Payment Date; and provided further, that no such investment may be sold or disposed of prior to paragraph (a)maturity. In addition, no such Permitted Investment shall be purchased at a price in excess of par. Notwithstanding the foregoing, in the event investment earnings have not matured on any Payment Date, the amount of such earnings accrued as of such Payment Date shall be advanced by the Servicer for deposit into the Note Payment Account (which advance shall instruct be reimbursed to the Servicer from such investment earnings at maturity). At any time when the Indenture Trustee to withdraw from is maintaining the Pre-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 case name of clause (i)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, and may be withdrawn therefrom in accordance with Section 3.05 of the Indenture. In no event shall the Indenture Trustee be liable for any investment losses on such Payment Date or, Permitted Investments held in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in or credited to the Pre-Funding Account (such remaining amount being the “Remaining Pre-Funded Amount”) and deposit such amounts in the Collection Account, for inclusion provided that such investments are made in accordance with the Total Distribution Amount for that Payment Dateprovisions of this Agreement and the Indenture Trustee is not the obligor under the Permitted Investment.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On or before the Closing Date, the Trustee will depositshall establish a pre- funding account (the "Pre-Funding Account"), which must be an Eligible Account. The Pre-Funding account is to be held by and for the benefit of the Trustee on behalf of the SellerCertificateholders, and shall be either in the Trustee's name or designated in a manner that reflects the custodial nature of the account and that all funds (excluding investment earnings thereon) in such account are held for the benefit of the Trustee. (b) On or before the Closing Date, OMI shall deposit $53,772,000.00 in the Pre-Funding Account. Amounts on deposit in the Pre-Funding Account $ shall be withdrawn by the Trustee as follows: (1) Pursuant to and in accordance with the Sales Agreement and a notice of direction from an officer of OMI substantially in the net proceeds form of the sale of the Notes. On each Exhibit PF herein, on any Subsequent Transfer Date, the Servicer Trustee shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value to 100% of the Scheduled Principal Balance as of the related Subsequent Receivables Transfer Date of each Subsequent Asset transferred and assigned to the Issuing Entity Trustee on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute pay such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) OMI with respect to such transfer, transfer and assignment. (ii2) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such On each Subsequent Transfer Date, andOMI shall sell to the Trustee, without recourse, the Subsequent Assets referred to on behalf the related Exhibit PF pursuant to the provisions of Article II of the SellerStandard Terms, deposit such amount in and this Agreement. On each Subsequent Transfer Date Servicer shall execute and deliver a Servicer Custodial Certification pursuant to Section 2.02(b) of the Principal Supplement Account.Standard Terms, and the Trustee shall execute and deliver an Initial Certification pursuant to Section 2.03(c)(1) of the Standard Terms (b3) If: (i) On the last day of the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer Trustee shall instruct deposit into the Indenture Trustee to withdraw from Distribution Account any amounts then remaining in the Pre-Funding Account, net of investment earnings, which amounts shall be included in the case Available Distribution Amount for the November 2001 Distribution Date and distributed as an additional prepayment of clause principal to Certificateholders in accordance with the Remittance Report prepared by the Servicer then entitled to such distributions. (i)c) The Pre-Funding Account shall be part of the Trust, but not part of the Pooling REMIC, the Intermediate REMIC or the Issuing REMIC. The Trustee, on such Payment Date orbehalf of the Trust, in shall be the case legal owner of clause (ii)the Pre-Funding Account. OMI shall be the beneficial owner of the Pre-Funding Account, on subject to the Payment Date immediately succeeding such Determination Date, foregoing power of the amount remaining at the time Trustee to transfer amounts in the Pre-Funding Account (such remaining amount being to the “Remaining Distribution Account. Funds in the Pre-Funded Amount”) and deposit such Funding Account shall, at the direction of the Servicer, be invested in Eligible Investments that mature no later than the Business Day prior to the next occurring Distribution Date. All amounts earned on deposits in the Collection Account, for inclusion Pre-Funding Account shall be taxable to OMI. The Trustee shall release to OMI all investment earnings in the Total Distribution Amount for that Payment DatePre-Funding Account on the Business Day immediately following the end of the Pre-Funding Period.] (d) Each Subsequent Asset acquired by the Trust with funds from the Pre-Funding Account shall be acquired pursuant to a fixed price contract within the meaning of I.R.C. (S) 860G(a)(3)(A)(ii).

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Indenture Trustee will deposit, on behalf of the Seller, in the Pre-Funded Amount into the Pre-Funding Account $ from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account (i) an amount equal to: to the excess of (ia) the aggregate Contract Value Principal Balance of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less over (b) the amounts described in clause (ii) and clause (iii) belowSubsequent Spread Account Deposit for such Subsequent Transfer Date, and to distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) this Agreement with respect to such transfer, ; and (ii) an amount equal to the Subsequent Spread Account Initial Deposit for on such Subsequent Transfer Date and, on behalf of the Seller, and deposit such amount in into the Series 2015-C Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf upon satisfaction of the Seller, deposit conditions set forth in this Agreement with respect to such amount in the Principal Supplement Accounttransfer. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero on the Payment Date date on which the Funding Period ends (orends, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a)date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account on the Mandatory Redemption Date the Pre-Funded Amount (exclusive of any Pre-Funding Earnings) and deposit an amount equal to the Note Prepayment Amount into the Principal Distribution Account. (c) All Pre-Funding Earnings will be deposited in the Collection Account on each Payment Date and deemed to be part of the Total Distribution Amount. Statements to Securityholders. (d) On or prior to each Payment Date, the Servicer shall provide to the Indenture Trustee and the Owner Trustee (with a copy to the Rating Agencies) for the Indenture Trustee and the Owner Trustee to forward or make available to each Securityholder of record (in the case of the Indenture Trustee, pursuant to Section 5.8(b)) the statement or statements provided by the Servicer in substantially the form attached hereto as Exhibit E setting forth at least the following information: (i) the amount of any distributions allocable to principal of each Class of Notes; (ii) the amount of such distribution allocable to interest on or with respect to each Class of Notes; (iii) the Pool Balance as of the close of business on the last day of the related Collection Period; (iv) the Note Balance for each Class of Notes after giving effect to payments allocated to principal reported under clause (i) above; (v) the amount of the Servicing Fee paid to the Servicer with respect to the related Collection Period, and the amount of any unpaid Servicing Fees and the change in such amount from the prior Payment Date; (vi) the amount of the Backup Servicing Fees, the Custodial Fees and the Trustee Fees paid to the Backup Servicer, the Custodian, the Grantor Trust Trustee, the Delaware Trustee, the Indenture Trustee and the Owner Trustee, as applicable, with respect to the related Collection Period, and the amount of any unpaid Backup Servicing Fees, Custodial Fees and Trustee Fees and the change in all such amounts from the prior Payment Date; (vii) the Noteholders’ Interest Carryover Shortfall for each Class of Notes for such Payment Date; (viii) the amount, if any, paid to the Noteholders from the Series 2015-C Spread Account for such Payment Date; (ix) the aggregate amount in the Series 2015-C Spread Account and the change in such amount from the previous Payment Date and the Specified Spread Account Requisite Amount for such Payment Date; (x) the number of Receivables and the aggregate net balance thereon for which the related Obligors are delinquent in making Scheduled Receivable Payments for (a) 31 to 60 days, (b) 61 to 90 days, and (c) 91 days or more; (xi) the number and the aggregate Purchase Amounts for Receivables purchased by CPS or purchased by the Servicer during the related Collection Period and summary information as to losses and delinquencies with respect to such Receivables; (xii) the Principal Balance of all Receivables that have become Liquidated Receivables, net of Recoveries, during the related Collection Period; (xiii) the cumulative Principal Balance of all Receivables that have become Liquidated Receivables, net of Recoveries, during the period from the Cutoff Date to the last day of the related Collection Period; (xiv) the amount of any Texas Franchise Tax due and owing by CPS under the Receivables Purchase Agreement to the taxing authority of the State of Texas on or prior to the related Payment Date or paid by CPS since the prior Payment Date; (xv) the Three-Month Rolling Average Extension Ratio, the Cumulative Net Loss Rate, the Delinquency Ratio and the Three-Month Rolling Average Delinquency Ratio; (xvi) the aggregate Sale Amount with respect to Sold Receivables, if any, during the related Collection Period; (xvii) for any Payment Date during the Funding Period, the Pre-Funded Amount and the change in such amount from the previous Payment Date; and (xviii) for the Mandatory Redemption Date, the amount of any remaining Pre-Funded Amount that was not used to fund the purchase of Subsequent Receivables. (e) Within 60 days after the end of each calendar year, the Servicer shall deliver to the Indenture Trustee a statement setting forth the amounts paid during such preceding calendar year in respect of paragraphs (i), on such Payment Date or, in the case of clause (ii), on (v) and (vi) above. The Indenture Trustee shall mail a copy of such statement to each person who at any time during such preceding calendar year shall have been a Securityholder of record and received any payment in respect of the Payment Date immediately succeeding Securities. (f) The Indenture Trustee may make available to the Securityholders, via the Indenture Trustee’s Internet Website, all statements described herein and, with the consent or at the direction of the Seller, such Determination Dateother information regarding the Notes and/or the Receivables as the Indenture Trustee may have in its possession, but only with the use of a password provided by the Indenture Trustee. The Indenture Trustee will make no representation or warranties as to the accuracy or completeness of such documents and will assume no responsibility therefor. The Indenture Trustee’s Internet Website shall be initially located at “wxx.XXXXxxx.xxx” or at such other address as shall be specified by the Indenture Trustee from time to time in writing to the Securityholders. In connection with providing access to the Indenture Trustee’s Internet Website, the amount remaining Indenture Trustee may require registration and the acceptance of a disclaimer. The Indenture Trustee shall not be liable for the dissemination of information in accordance with this Agreement. (g) The Servicer will supply to the Indenture Trustee, at the time and in the Pre-Funding Account (such remaining amount being the “Remaining Pre-Funded Amount”) and deposit such amounts in the Collection Accountmanner required by applicable Treasury Regulations, for inclusion in further distribution to such Persons, and to the Total Distribution Amount for that Payment Dateextent required by applicable Treasury Regulations, information with respect to any “original issue discount” accruing on the Class E Notes and the Class F Notes. ARTICLE 6 [RESERVED]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will deposit, on behalf of the Seller, in Seller shall deposit into the Pre-Funding Account $ $173,683,116.95 the Pre-Funding Account Initial Deposit Amount from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to shall, upon receipt of instructions from the Servicer, withdraw from the Pre-Funding Account an amount equal to: to (i) the aggregate Contract Value Starting Receivables Balance of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, Reserve Account Subsequent Transfer Deposit with respect to such Subsequent Transfer Date and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b2.02(b) of the Pooling Agreement with respect to such transfer, and (ii) the Spread Reserve Account Initial Subsequent Transfer Deposit for with respect to such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Reserve Account. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero on or prior to the Payment Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Distribution Date, on the first Payment Distribution Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw shall, upon receipt of instructions from the Servicer, transfer from the Pre-Funding Account, in the case of clause (i), Account on such Payment Distribution Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the any amount then remaining at the time in the Pre-Funding Account (to the Note Distribution Account and, if such remaining amount being is greater than $100,000 the “Remaining Issuer will deposit into the Note Distribution Account an amount equal to the aggregate of Noteholders' Prepayment Premiums for all classes of Notes; provided, however, that the Issuer's obligation to pay the Noteholders' Prepayment Premiums shall be limited to funds which are received by the Issuer from the Seller pursuant to Section 2.02(c) of the Pooling Agreement as liquidated damages for the failure to deliver the Subsequent Receivables, and no other assets of the Issuer will be available for making such payments. If the amount of funds available for payment of the Noteholders' Prepayment Premiums is less than the sum of the Noteholders' Prepayment Premium for each class of Notes, then the available funds will be allocated among each class of Notes in accordance with the Pre-Funded Amount”) and deposit Percentage for such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Dateclass of Notes.]

Pre-Funding Account. (a) Subject to There is hereby established with the proviso set forth Indenture Trustee a trust account (the "Pre-Funding Account") in Section 5.1(a)(iv)the name and under the control of the Indenture Trustee for the benefit of the Noteholders, into which there shall be deposited (i) on the Closing Date by Golden State Petro I-A and Golden State Pxxxx X-X, the net proceeds of the Notes issued on the Closing Date, (ii) on January 6, 1997 by Golden State Petro I-A an amount equal to $26,730,000, (iii) on January 6, 1997 by Golden State Pxxxx X-X an amount equal to $26,730,000, (iv) any investment income from Permitted Investments of amounts held therein from time to time and (v) any proceeds payable pursuant to either Building Contract or Building Contract Guarantee. The Indenture Trustee may withdraw an amount equal to the expenses payable by the Owners with respect to the Exchange Offer upon the presentation of invoices therefor or a payment direction letter executed by the Owners; provided that the aggregate amount of such expenses shall not exceed $240,000. To the extent such expenses are less than $240,000, the Indenture Trustee will deposit, on behalf of shall withdraw the Seller, in excess from the Pre-Funding Account $ from and shall remit such amount to the net proceeds of the sale of the Notes. Owners' designee, Cambridge Petroleum Transport Corporation. (i) On each Subsequent Transfer DatePayment Date prior to the Delivery Date for each Vessel, the Servicer shall instruct the Indenture Trustee to shall withdraw from the Pre-Funding Account an amount equal to: (i) to the aggregate Contract Value interest accrued on the Allocated Principal Amount of the Subsequent Receivables transferred to the Issuing Entity on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit Notes for such Subsequent Transfer Date and, on behalf of the Seller, Vessel and shall deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Revenue Account. (bii) If: (i) the Pre-Funded Amount has not been reduced to zero on the On each Payment Date on which the Funding Period ends (or, if the Funding Period does not end Special Interest is payable on a Payment DateTerm Note which constitutes a Restricted Security, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to should withdraw from the Pre-Funding Account, Account an amount equal to the aggregate Special Interest payable on all Term Notes which constitute Restricted Securities and shall deposit such amount in the case Revenue Account. (iii) On the later to occur of clause (i)the Delivery Date of the last Vessel or the date on which the last Vessel is rejected by the related Owner, on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time all amounts then or deposit in the Pre-Funding Account (after giving effect to the other withdrawals set forth in this Section 3.5) will be withdrawn by the Indenture Trustee and deposited into the Debt Service Reserve Fund. (c) On or before three Business Days prior to each Vessel A Installment Date, Golden State Petro I-A shall give the Indenture Trustee written notice of such remaining amount being Vessel A Installment Date. On each Vessel A Installment Date the “Remaining Indenture Trustee shall, provided that no material default under the Golden State Petro I-A Building Contract exists, withdraw from the Pre-Funded Amount”Funding Account an amount equal to the installment of the purchase price due on such date as indicated in the Golden State Petro I-A Building Contract and shall remit such amount to the Builder, or to the Builder's order, as an installment payment of the purchase price of the Vessel A. (d) On or before three Business Days prior to each Vessel B Installment Date, Golden State Pxxxx X-X shall give the Indenture Trustee written notice of such Vessel B Installment Date. On each Vessel B Installment Date, the Indenture Trustee shall, provided that no material default under the Golden State Pxxxx X-X Building Contract exists, withdraw from the Pre-Funding Account an amount equal to the installment of the purchase price due on such date as indicated in the Golden State Pxxxx X-X Building Contract and shall remit such amount to the Builder, or to the Builder's order, as an installment payment of the purchase price of the Vessel B. (e) On the Vessel A Delivery Date, the Indenture Trustee shall, provided that the conditions precedent set forth in Section 3.5(g) shall have been satisfied, withdraw from the Pre-Funding Account (i) an amount equal to the final installment of the Purchase Price for Vessel A and shall remit such amount to the Builder, or to the Builder's order, as the final purchase price of Vessel A and (ii) an amount equal to the fees and expenses incurred in connection with the recordation and filing of the related Security Documents in the Registration Jurisdiction and shall remit it to the Manager. (f) On the Vessel B Delivery Date, the Indenture Trustee shall, provided that the conditions precedent set forth in Section 3.5(g) shall have been satisfied, withdraw from the Pre-Funding Account (i) an amount equal to the final installment of the Purchase Price for Vessel B and shall remit such amount to the Builder, or to the Builder's order, as the final purchase price of Vessel B and (ii) an amount equal to the fees and expenses incurred in connection with the recordation and filing of the related Security Documents in the Registration Jurisdiction and shall remit it to the Manager. (g) The remittances described in Sections 3.5(e) and deposit (f) shall be subject to the Indenture Trustee's receipt of the following items on or prior to the Delivery Date for such amounts Vessel: (i) executed originals of the Security Documents (in the Collection Accountforms attached hereto as Exhibits D through M) relating to such Vessel to the extent not previously delivered to the Indenture Trustee; (ii) evidence (including an Opinion of Counsel) that the Vessel has been registered in the name of Golden State Petro I-A or Golden State Pxxxx X-X, as the case may be, under the laws of the Registration Jurisdiction; (iii) evidence (including an Opinion of Counsel) that the related Mortgage has been properly recorded under the laws of the Registration Jurisdiction and constitutes a first preferred mortgage subject only to Permitted Liens; (iv) executed originals of the related Charter, Chevron Guarantee, Acknowledgement of the Assignment of Charter and the Acknowledgement of the Assignment to Chevron Guarantee to the extent not previously delivered to the Indenture Trustee, together with evidence that the Charterer has accepted such Vessel under the related Charter; (v) evidence that such Vessel is classed in the highest category for ships of the same type as the Vessel with The American Bureau of Shipping free of recommendations and notations affecting class; (vi) evidence that all necessary governmental or regulatory approvals, licenses and authorities which are necessary to the operation of the Vessel have been obtained; (vii) evidence that the Builder has no claims of any nature in respect of the Vessel and that there are no disputes relating to the Building Contract; and (viii) such other items as the Indenture Trustee may reasonably require. (h) If the Indenture Trustee shall not have received the items described in Section 3.5(g) on or before August 1, 2000, for inclusion Vessel A, or on or before January 1, 2001, for Vessel B then (unless in either case such date has been extended by the related Owner pursuant to the terms of the related Building Contract and the Owners have provided the Indenture Trustee with evidence that such extension would not downgrade the then current rating of the Notes, in which case on or before such extended Delivery Date) the Indenture Trustee (i) shall withdraw from the Pre-Funding Account an amount equal to the sum of (A) the Allocated Principal Amount of the Mortgage Notes for the such Vessel and (B) all interest accrued and unpaid to the date fixed for redemption of the Mortgage Notes and (ii) shall redeem the Allocated Principal Amount of the Mortgage Notes for such Vessel in an amount equal to (i) above in the Total Distribution Amount following order of priority: first, with respect to Serial Notes comprising such Notes, and second, the Term Notes comprising such Notes at a redemption price of 100% of the principal amount thereof plus accrued and interest through the date of redemption. The redemption date for that Payment Date.]any redemption pursuant to this Section 3.5(h) shall be on August 1, 2000 for Vessel A and January 1, 2001 for Vessel B.

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will deposit, on behalf of the Seller, in Seller shall deposit into the Pre-Funding Account $ $195,000,072.92 the Pre-Funding Account Initial Deposit Amount from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to shall, upon receipt of instructions from the Servicer, withdraw from the Pre-Funding Account an amount equal to: to (i) the aggregate Contract Value Starting Receivables Balance of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, Reserve Account Subsequent Transfer Deposit with respect to such Subsequent Transfer Date and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b2.02(b) of the Pooling Agreement with respect to such transfer, and (ii) the Spread Reserve Account Initial Subsequent Transfer Deposit for with respect to such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Reserve Account. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero on or prior to the Payment Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Distribution Date, on the first Payment Distribution Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw shall, upon receipt of instructions from the Servicer, transfer from the Pre-Funding Account, in the case of clause (i), Account on such Payment Distribution Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the any amount then remaining at the time in the Pre-Funding Account (to the Note Distribution Account and, if such remaining amount being is greater than $100,000 the “Remaining Issuer will deposit into the Note Distribution Account an amount equal to the aggregate of Noteholders' Prepayment Premiums for all classes of Notes; provided, however, that the Issuer's obligation to pay the Noteholders' Prepayment Premiums shall be limited to funds which are received by the Issuer from the Seller pursuant to Section 2.02(c) of the Pooling Agreement as liquidated damages for the failure to deliver the Subsequent Receivables, and no other assets of the Issuer will be available for making such payments. If the amount of funds available for payment of the Noteholders' Prepayment Premiums is less than the sum of the Noteholders' Prepayment Premium for each class of Notes, then the available funds will be allocated among each class of Notes in accordance with the Pre-Funded Amount”) and deposit Percentage for such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Dateclass of Notes.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Issuer shall cause the Indenture Trustee will deposit, on behalf of the Seller, to deposit in the Pre-Funding Account $ the Pre-Funded Amount from the net proceeds of the sale of the Notes. On each the Subsequent Transfer Date, upon satisfaction of the conditions set forth in Section 2.01(b) with respect to such transfer, the Servicer shall instruct the Indenture Trustee in writing to withdraw from the Pre-Funding Account an amount equal to: to (i) the aggregate Contract Value Principal Balance of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) belowReserve Account Subsequent Deposit Amount for such Subsequent Transfer Date, and to distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, Depositor and (ii) the Spread Reserve Account Initial Subsequent Deposit Amount for such Subsequent Transfer Date and, on behalf of the SellerIssuer, to deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Reserve Account. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero on the Payment Date on which last day of the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a)) above, the Servicer shall instruct the Indenture Trustee in writing to withdraw from the Pre-Funding Account, in Account on the case of clause Mandatory Redemption Date (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in ) if the Pre-Funding Account (such remaining amount being Funded Amount is equal to or less than $100,000, the “Remaining Pre-Funded Amount”Amount and deposit such amount in the Note Distribution Account to be applied to reduce the Outstanding Amount of the earliest maturing class of Class A Notes and (ii) if the Pre-Funded Amount is greater than $100,000, amounts equal to the product of the Pre-Funded Percentage for each Class of Notes and the Pre-Funded Amount and deposit such amounts in the Collection Account, for inclusion Note Distribution Account to be applied in reduction of the Total Distribution Outstanding Amount for that Payment Dateof each Class of Notes. The Pre-Funding Account will be an asset of the Issuer.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $427,816,312.54 from the net proceeds of the sale of the NotesNotes and the Certificates. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less LESS the amounts described in clause (ii) and clause (iii) below, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “Remaining Pre"REMAINING PRE-Funded Amount”FUNDED AMOUNT") and deposit such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Date.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $407,574,714 from the net proceeds of the sale of the Indenture Notes, the Class B Notes and the Certificates. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account (or, once the balance on deposit in the Pre-Funding Account has been reduced to zero, will cause the Issuer to make available from the proceeds of issuance of Class B Notes) an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) belowSpread Account Initial Deposit for such Subsequent Transfer Date, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, and (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “"Remaining Pre-Funded Amount”") and deposit such amounts in the Collection Note Distribution Account and the Certificate Distribution Account, for inclusion as applicable, so that such amounts are payable: (A) first, to the A-1 Noteholders, (B) second, to the A-2 Noteholders and (C) third, to the A-3 Noteholders, the Class B Noteholders and the Certificateholders (in the Total same proportions as would apply to a distribution of the Principal Distribution Amount). If the Remaining Pre-Funded Amount is greater than $100,000, the Seller will: (1) deposit into the Note Distribution Account an amount equal to the sum of the Indenture Noteholders' Prepayment Premium and any Class B Noteholders' Prepayment Premium and (2) deposit into the Certificate Distribution Account an amount equal to the Certificateholders' Prepayment Premium; provided, that the Seller shall be liable for that Payment Datethe payment of the Indenture Noteholders' Prepayment Premium, the Class B Noteholders' Prepayment Premium and the Certificateholders' Prepayment Premium solely to the extent the Seller receives such amounts from Credit pursuant to Section 5.6 of the Purchase Agreement.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Indenture Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $205,532,634.94 from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee in writing: (i) to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Spread Account Additional Deposit, if any, on such Subsequent Transfer Date less Date, and to deliver such funds to the amounts described Collateral Agent for deposit in clause the Spread Account, (ii) to withdraw from the Pre-Funding Account the amount, if any, by which the Requisite Reserve Amount for such Subsequent Transfer Date exceeds the Reserve Amount, and clause to deposit such funds in the Reserve Account, (iii) belowto withdraw from the Pre-Funding Account the Class A-1 Holdback Amount, if any, for such Subsequent Transfer Date, and to deposit such funds in the Class A-1 Holdback Subaccount, (iv) to withdraw from the Pre-Funding Account the amount, if any, on deposit therein in excess of the remaining Prefunded Amount, after giving effect to the withdrawals specified in clauses (i) - (iii) above, and to distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) 2.4 with respect to such transfer, and (iiv) to withdraw from the Spread Reserve Account Initial Deposit an amount equal to the excess, if any, of the Reserve Amount (after giving effect to withdrawals from the Reserve Account pursuant to Section 5.1 on the immediately following Distribution Date, if such Subsequent Transfer Date falls between a Determination Date and the related Distribution Date) over the Requisite Reserve Amount for such Subsequent Transfer Date and, on behalf and to distribute such amount to or upon the order of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement AccountDepositor. (b) If: If (ix) the Pre-Funded Amount has not been reduced to zero on the Payment Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date or immediately following the end of the Funding Period) or (iiy) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date Distribution Date pursuant to paragraph (a)) above, the Servicer shall instruct provide written instructions to the Indenture Trustee to withdraw from the Pre-Funding AccountAccount on such Distribution Date an amount equal to the sum of the Class A-1 Prepayment Amount, the Class A-2 Prepayment Amount, the Class A-3 Prepayment Amount and the Class A-4 Prepayment Amount and deposit such amount in the case of clause (i), Note Distribution Account. Any remaining funds on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time deposit in the Pre-Funding Account shall be distributed to the Depositor. If the funds on deposit in the Pre-Funding Account are less than the amount described above, then the Servicer shall provide written instructions to the Indenture Trustee to withdraw the funds on deposit in the Pre-Funding Account and deposit such funds in the Note Distribution Account and Collection Account, pro rata in accordance with the amount specified above. (such remaining amount being c) If the “Remaining Pre-Funded Amount”) Amount is greater than $100,000 at the end of the Funding Period, the Seller will deposit into the Note Distribution Account an amount equal to the sum of the Class A-1 Prepayment Premium, the Class A-2 Prepayment Premium, the Class A-3 Prepayment Premium and deposit such amounts the Class A-4 Prepayment Premium; PROVIDED, HOWEVER, that the obligation of the Seller to make the deposits referred to in this sentence is expressly limited to the extent of the amount of Liquidated Damages (as defined in the Collection Account, for inclusion in Closing Date Purchase Agreement) paid to the Total Distribution Amount for that Payment DateSeller by AFL and by the Seller to the Trust.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on No later than the Closing Date, the Indenture Trustee will deposit, shall establish and maintain on behalf of itself one or more segregated trust accounts, which shall be Eligible Accounts, titled "Pre-Funding Account, Bank One, National Association, as Indenture Trustee for GMACM Home Equity Loan Trust 2001-HE4" (the Seller"Pre-Funding Account"). Notwithstanding anything herein to the contrary, in the Pre-Funding Account $ shall not be an asset of REMIC I or REMIC II. To the extent that the Pre-Funding Account constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of REMIC I or REMIC II, (2) it shall be owned by GMACM, as Seller and (3) amounts transferred by REMIC I or REMIC II to the Pre-Funding Account shall be treated as transferred to GMACM, as Seller, or any successor, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. On the Closing Date, GMACM shall deposit into the Pre-Funding Account an amount equal to the Original Pre-Funded Amount from the net proceeds of the sale of the NotesSecurities. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee in writing to withdraw from the Pre-Funding Account an amount equal to: (i) to the aggregate Contract Value Principal Balance as of the related Subsequent Cut-Off Date of the Subsequent Receivables transferred Mortgage Loans to be sold to the Issuing Entity Trust on such Subsequent Transfer Date less and purchased with funds on deposit in the amounts described in clause (ii) and clause (iii) belowPre-Funding Account, and distribute to pay such amount to or upon the order of the Seller GMACM upon satisfaction of the conditions set forth in Section 2.2(b) this Agreement, in the Purchase Agreement and in the related Subsequent Transfer Agreement with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Accountthereto. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero at the close of business on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end last day of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination DateFunding Period, in either case after giving effect to any reductions in the withdrawal therefrom on such day, any remaining Pre-Funded Amount shall be deposited in the Note Payment Account and applied as a principal distribution on the Notes on the next succeeding Payment Date in accordance with the terms of the Indenture. (c) The Servicer may cause the institution maintaining the Pre-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 Pre-Funding Account is maintained may mature on or before 10:30 a.m., New York time, on such date pursuant Payment Date; and provided further, that no such investment may be sold or disposed of prior to paragraph (a)maturity. In addition, no such Permitted Investment shall be purchased at a price in excess of par. Notwithstanding the foregoing, in the event investment earnings have not matured on any Payment Date, the amount of such earnings accrued as of such Payment Date shall be advanced by the Servicer for deposit into the Note Payment Account (which advance shall instruct be reimbursed to the Servicer from such investment earnings at maturity). At any time when the Indenture Trustee to withdraw from is maintaining the Pre-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 case name of clause (i)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, and may be withdrawn therefrom in accordance with Section 3.05 of the Indenture. In no event shall the Indenture Trustee be liable for any investment losses on such Payment Date or, Permitted Investments held in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in or credited to the Pre-Funding Account (such remaining amount being the “Remaining Pre-Funded Amount”) and deposit such amounts in the Collection Account, for inclusion provided that such investments are made in accordance with the Total Distribution Amount for that Payment Dateprovisions of this Agreement and the Indenture Trustee is not the obligor under the Permitted Investment.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will deposit, on behalf of the Seller, Seller ------------------- shall deposit in the Pre-Funding Account $ $207,670,906.02 from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: to (i) the aggregate Contract Value Starting Receivable Balance of the Subsequent Receivables transferred to the Issuing Entity Owner Trustee on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, Reserve Account Subsequent Transfer Deposit with respect to such Subsequent Transfer Date and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b2.02(b) with respect to such transfer, and (ii) the Spread Reserve Account Initial Subsequent Transfer Deposit for with respect to such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Reserve Account. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero on or prior to the Payment Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Distribution Date, on the first Payment Distribution Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw transfer from the Pre-Funding Account, in the case of clause (i), Account on such Payment Distribution Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the any amount then remaining at the time in the Pre-Funding Account (to the Note Distribution Account and, if such remaining amount being is greater than $100,000, the “Remaining Seller, on behalf of the Owner Trustee, will deposit into the Note Distribution Account an amount equal to the aggregate of Noteholders' Prepayment Premiums for all classes of Notes; provided, however, that the Owner Trustee's obligation to pay ----------------- the Noteholders' Prepayment Premiums shall be limited to funds which are received by the Owner Trustee from the Seller pursuant to Section 2.02(c) hereof as liquidated damages for the failure to deliver the Subsequent Receivables, and no other assets of the Owner Trustee will be available for making such payments. If the amount of funds available for payment of the Noteholders' Prepayment Premiums is less than the sum of the Noteholders' Prepayment Premium for each class of Notes, then the available funds will be allocated among each class of Notes in accordance with the Pre-Funded Amount”) and deposit Percentage for such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Dateclass of Notes.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $501,963,786.66 from the net proceeds of the sale of the NotesNotes and the Certificates. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ $200,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “Remaining Pre-Funded Amount”) and deposit such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Date.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $____________ from the net proceeds of the sale of the NotesNotes and the Certificates. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) belowSpread Account Initial Deposit for such Subsequent Transfer Date, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, and (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “"Remaining Pre-Funded Amount”") and deposit such amounts in the Collection Note Distribution Account, for inclusion so that such amounts are payable: (A) first, to redeem the A-1 Notes, in whole or in part, (B) second, to redeem the Total Distribution Amount for that Payment DateA-2 Notes, in whole or in part, (C) third, to redeem the A-3 Notes, in whole or in part, and (D) fourth to the redeem the A-4 Notes, in whole or in part.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $283,134,277.87 from the net proceeds of the sale of the NotesNotes and the Certificates. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ $200,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “"Remaining Pre-Funded Amount”") and deposit such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Date.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee Depositor will deposit, on behalf of deposit in (x) the Seller, in the Group I Pre-Funding Account $ $20,000,000 and (y) the Group II Pre-Funding Account $28,000,000, in each case from the net proceeds of the sale of the Group I and Group II Notes, respectively (and, to the extent required, a capital contribution from KBUSA). On each Subsequent Transfer DateDate during the Funding Period on which Other Student Loans are to be conveyed to the Eligible Lender Trustee on behalf of the Issuer, the Servicer Administrator shall instruct the Indenture Trustee in writing to withdraw an amount equal to 101% (with respect to each Group I Student Loan) or 100% (with respect to each Group II Student Loan) of the sum of (x) the principal balance of, plus (y) to the extent capitalized or to be capitalized, accrued interest on, such Other Student Loans (each sum of clauses (x) and (y) set forth in this sentence and the previous sentence being, a "Transferred Balance"), (A) with respect to Other Student Loans that are Additional Group I Student Loans, first from the Group I Escrow Account until all amounts deposited therein during the calendar month immediately preceding the Subsequent Transfer Date have been reduced to zero and then any remainder from the Group I Pre-Funding Account; and (B) with respect to Other Student Loans that are Additional Group II Student Loans, first from the Group II Escrow Account until all amounts deposited therein during the calendar month immediately preceding the Subsequent Transfer Date have been reduced to zero and then any remainder from the Group II Pre-Funding Account. The Administrator shall instruct the Indenture Trustee in writing to distribute any Transferred Balance to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.02(b) with respect to such transfer. On each Subsequent Transfer Date on which Guarantee Fee Advances are to be conveyed to the Eligible Lender Trustee on behalf of the Issuer, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Group I or Group II Pre-Funding Account Account, as the case may be, an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity on principal balance of such Subsequent Transfer Date less the amounts described in clause (ii) Guarantee Fee Advances and clause (iii) below, and to distribute such amount to or upon the order of the Seller Depositor upon satisfaction of the conditions set forth in Section 2.2(b2.02(b) with respect to such transfertransfer of Guarantee Fee Advances. (b) In the event that any funds deposited in the Group I or Group II Escrow Account, (ii) as applicable, during the Spread Account Initial Deposit for such calendar month immediately preceding any Subsequent Transfer Date and, remain on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for therein on such Subsequent Transfer Date, andafter giving effect to all Additional Fundings to be made with respect to such Subsequent Transfer Date pursuant to paragraph (a) above, on behalf of the SellerIndenture Trustee shall transfer such remaining funds from the Group I or Group II Escrow Account, deposit as the case may be, to the Group I Collection Account Subaccount or the Group II Collection Account Subaccount, respectively, and such amount in funds shall be considered collections with respect to the Principal Supplement AccountGroup I or Group II Student Loans, as applicable, for the related Collection Period. (bc) If: If (ix) the Group I or Group II Pre-Funded Amount Amount, as the case may be, has not been reduced to zero on the Payment Distribution Date on which the Funding Period with respect to the Group I or Group II Notes, respectively, ends (or, if the related Funding Period does not end on a Payment Distribution Date, on the first Payment Distribution Date following the end of the related Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Group I or Group II Pre-Funded Amount Amount, respectively, on such date Distribution Date pursuant to paragraph (a)) above, the Servicer Administrator shall instruct the Indenture Trustee in writing pursuant to Section 4.08(c) to withdraw from the Group I or Group II Pre-Funding Account, in as the case of clause (i)may be, on such Payment Distribution Date or, in an amount equal to the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “Remaining Group I or Group II Pre-Funded Amount”) , respectively, and deposit shall transfer such amounts in remaining funds from the Collection Group I or Group II Pre-Funding Account, respectively, to the Group I Collection Account Subaccount or the Group II Collection Account Subaccount, respectively, and such funds shall be considered collections with respect to the Group I or Group II Student Loans, respectively, for inclusion the related Collection Period. (d) (i) In the event that the Master Servicing Fee with respect to the Group I or Group II Student Loans for any Monthly Servicing Payment Date or Distribution Date during the related Funding Period exceeds the amount distributed to the Master Servicer pursuant to Sections 5.05(b)(ii), 5.05(c)(X)(1) (with respect to the Group I Notes) or 5.05(c)(Y)(2) (with respect to the Group II Notes), and 5.06(b)(i) on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Total Group I or Group II Pre-Funding Account, as applicable, on such Monthly Servicing Payment Date or Distribution Amount for that Payment DateDate an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Master Servicer.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Indenture Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $214,522,568.95 from the net proceeds of the sale of the NotesNotes and the Certificates. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee Trustee: (i) to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Spread Account Additional Deposit, if any, on such Subsequent Transfer Date less Date, and to deliver such funds to the amounts described Collateral Agent for deposit in clause the Spread Account, (ii) to withdraw from the Pre-Funding Account the amount, if any, by which the Requisite Reserve Amount for such Subsequent Transfer Date exceeds the Reserve Amount, and clause to deposit such funds in the Reserve Account, (iii) belowto withdraw from the Pre-Funding Account the Class A-1 Holdback Amount, if any, for such Subsequent Transfer Date, and to deposit such funds in the Class A-1 Holdback Subaccount, (iv) to withdraw from the Pre-Funding Account the amount, if any, on deposit therein in excess of the remaining Prefunded Amount, after giving effect to the withdrawals specified in clauses (i) - (iii) above, and to distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) 2.4 with respect to such transfer, and (iiv) to withdraw from the Spread Reserve Account Initial Deposit an amount equal to the excess, if any, of the Reserve Amount (after giving effect to withdrawals from the Reserve Account pursuant to Section 5.1 on the immediately following Distribution Date, if such Subsequent Transfer Date falls between a Determination Date and the related Distribution Date) over the Requisite Reserve Amount for such Subsequent Transfer Date and, on behalf and to distribute such amount to or upon the order of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement AccountGeneral Partners. (b) If: If (ix) the Pre-Funded Amount has not been reduced to zero on the Payment Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date or immediately following the end of the Funding Period) or (iiy) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date Distribution Date pursuant to paragraph (a)) above, the Servicer shall instruct provide written instructions to the Indenture Trustee to withdraw from the Pre-Funding Account on such Distribution Date (i) an amount equal to the sum of the Class A-1 Prepayment Amount, the Class A-2 Prepayment Amount, the Class A-3 Prepayment Amount, the Class A-4 Prepayment Amount and the Class A-5 Prepayment Amount and deposit such amount in the Note Distribution Account, and (ii) an amount equal to the Certificate Prepayment Amount and deposit such amount in the case of clause (i), Certificate Distribution Account. Any remaining funds on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time deposit in the Pre-Funding Account shall be distributed to the General Partners. If the funds on deposit in the Pre-Funding Account are less than the sum of the amounts described in clauses (i) and (ii) above, then the Servicer shall provide written instructions to the Indenture Trustee to withdraw the funds on deposit in the Pre-Funding Account and deposit such remaining amount being funds in the “Remaining Note Distribution Account, Certificate Distribution Account and Collection Account, pro rata in accordance with the amounts specified in clauses (i) and (ii) above. (c) If the Pre-Funded Amount”Amount is greater than $100,000 at the end of the Funding Period, the Seller will (x) deposit into the Note Distribution Account an amount equal to the sum of the Class A-1 Prepayment Premium, the Class A-2 Prepayment Premium, the Class A-3 Prepayment Premium, the Class A-4 Prepayment Premium and the Class A-5 Prepayment Premium and (y) deposit such amounts into the Certificate Distribution Account an amount equal to the Certificate Prepayment Premium; PROVIDED, HOWEVER, that the obligation of the Seller to make the deposits referred to in this sentence is expressly limited to the extent of the amount of Liquidated Damages (as defined in the Collection Account, for inclusion in Closing Date Purchase Agreement) paid to the Total Distribution Amount for that Payment DateSeller by OFL and by the Seller to the Trust.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee Issuer will deposit, on behalf of the Seller, deposit in the Pre-Funding Account $ from Account, $____, to be used to by the net proceeds of the sale of the NotesTrust to acquire Subsequent Student Loans and as otherwise provided in this Section 8.10. On each Subsequent Transfer DateDate during the Funding Period on which Additional Student Loans are to be conveyed to the Issuer, the Servicer Issuer shall instruct the Indenture Trustee in writing to withdraw from the Pre-Funding Account an amount equal to: to the lesser of (i) ___% of the aggregate Contract Value sum of (x) the principal balance of, plus (y) to the extent capitalized or to be capitalized upon commencement of repayment or during deferment or forbearance, accrued interest on, such Subsequent Student Loans, plus (z) any origination fees or reimbursement of guaranty fees and (ii) an amount that results in the sum of the Pool Balance, the amount deposited into the XXXX Pledge Fund, the Pre-Funding Account, the Reserve Account, the Future Distribution Account and the Collection Account equaling __% of the outstanding principal amount of the Notes. The Administrator shall instruct the Indenture Trustee in writing to distribute such amount as directed by the Administrator. On each Subsequent Transfer Date, if the amount deposited into the XXXX Pledge Fund on such date is less than __% of the principal balance of the Subsequent Receivables transferred Student Loans being acquired by the Issuer on such Subsequent Transfer Date, the Indenture Trustee, upon receipt of written instructions from the Administrator, shall transfer from the Pre-Funding Account to the Issuing Entity Collection Account on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute amount of such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Accountdeficiency. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero on or prior to the Payment Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Distribution Date, on or prior to the first Payment Distribution Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date Distribution Date pursuant to paragraph (a)) above, the Servicer Administrator shall instruct the Indenture Trustee in writing to withdraw transfer on such Distribution Date from the Pre-Funding Account, in Account to the case of clause (i), on such Payment Date or, in Collection Account an amount equal to the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount funds remaining at the time in the Pre-Funding Account (Account. Any such remaining amount being funds so transferred shall be considered Available Funds for the “Remaining Pre-Funded Amount”) and deposit such amounts in the Collection Account, for inclusion in the Total related Distribution Amount for that Payment Date.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $546,546,346.07 from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below, and distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement Account. (b) If: (i) the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ $200,000 or less on any Determination Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time in the Pre-Funding Account (such remaining amount being the “Remaining Pre-Funded Amount”) and deposit such amounts in the Collection Account, for inclusion in the Total Distribution Amount for that Payment Date.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Indenture Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $233,522,236.50 from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee in writing: (i) to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Spread Account Additional Deposit, if any, on such Subsequent Transfer Date less Date, and to deliver such funds to the amounts described Collateral Agent for deposit in clause the Spread Account, (ii) to withdraw from the Pre-Funding Account the amount, if any, by which the Requisite Reserve Amount for such Subsequent Transfer Date exceeds the Reserve Amount, and clause to deposit such funds in the Reserve Account, (iii) belowto withdraw from the Pre-Funding Account the Class A-1 Holdback Amount, if any, for such Subsequent Transfer Date, and to deposit such funds in the Class A-1 Holdback Subaccount, (iv) to withdraw from the Pre-Funding Account the amount, if any, on deposit therein in excess of the remaining Prefunded Amount, after giving effect to the withdrawals specified in clauses (i) - (iii) above, and to distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) 2.4 with respect to such transfer, and (iiv) to withdraw from the Spread Reserve Account Initial Deposit an amount equal to the excess, if any, of the Reserve Amount (after giving effect to withdrawals from the Reserve Account pursuant to Section 5.1 on the immediately following Distribution Date, if such Subsequent Transfer Date falls between a Determination Date and the related Distribution Date) over the Requisite Reserve Amount for such Subsequent Transfer Date and, on behalf and to distribute such amount to or upon the order of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement AccountDepositor. (b) If: If (ix) the Pre-Funded Amount has not been reduced to zero on the Payment Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date or immediately following the end of the Funding Period) or (iiy) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date Distribution Date pursuant to paragraph (a)) above, the Servicer shall instruct provide written instructions to the Indenture Trustee to withdraw from the Pre-Funding AccountAccount on such Distribution Date an amount equal to the sum of the Class A-1 Prepayment Amount, the Class A-2 Prepayment Amount, the Class A-3 Prepayment Amount, the Class A-4 Prepayment Amount and the Class A-5 Prepayment Amount and deposit such amount in the case of clause (i), Note Distribution Account. Any remaining funds on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time deposit in the Pre-Funding Account shall be distributed to the Depositor. If the funds on deposit in the Pre-Funding Account are less than the amount described above, then the Servicer shall provide written instructions to the Indenture Trustee to withdraw the funds on deposit in the Pre-Funding Account and deposit such funds in the Note Distribution Account and Collection Account, pro rata in accordance with the amount specified above. (such remaining amount being c) If the “Remaining Pre-Funded Amount”) Amount is greater than $100,000 at the end of the Funding Period, the Seller willdeposit into the Note Distribution Account an amount equal to the sum of the Class A-1 Prepayment Premium, the Class A-2 Prepayment Premium, the Class A-3 Prepayment Premium, the Class A-4 Prepayment Premium and deposit such amounts the Class A-5 Prepayment Premium; PROVIDED, HOWEVER, that the obligation of the Seller to make the deposits referred to in this sentence is expressly limited to the extent of the amount of Liquidated Damages (as defined in the Collection Account, for inclusion in Closing Date Purchase Agreement) paid to the Total Distribution Amount for that Payment DateSeller by AFL and by the Seller to the Trust.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Indenture Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $ $194,212,600.77 from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee in writing: (i) to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity Spread Account Additional Deposit, if any, on such Subsequent Transfer Date less Date, and to deliver such funds to the amounts described Collateral Agent for deposit in clause the Spread Account, (ii) to withdraw from the Pre-Funding Account the amount, if any, by which the Requisite Reserve Amount for such Subsequent Transfer Date exceeds the Reserve Amount, and clause to deposit such funds in the Reserve Account, (iii) belowto withdraw from the Pre-Funding Account the Class A-1 Holdback Amount, if any, for such Subsequent Transfer Date, and to deposit such funds in the Class A-1 Holdback Subaccount, (iv) to withdraw from the Pre-Funding Account the amount, if any, on deposit therein in excess of the remaining Pre-Funded Amount, after giving effect to the withdrawals specified in clauses (i) - (iii) above, and to distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) 2.4 with respect to such transfer, and (iiv) to withdraw from the Spread Reserve Account Initial Deposit an amount equal to the excess, if any, of the Reserve Amount (after giving effect to withdrawals from the Reserve Account pursuant to Section 5.1 on the immediately following Distribution Date, if such Subsequent Transfer Date falls between a Determination Date and the related Distribution Date) over the Requisite Reserve Amount for such Subsequent Transfer Date and, on behalf and to distribute such amount to or upon the order of the Seller, deposit such amount in the Spread Account and (iii) the Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in the Principal Supplement AccountDepositor. (b) If: If (ix) the Pre-Funded Amount has not been reduced to zero on the Payment Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date or immediately following the end of the Funding Period) Period or (iiy) the Pre-Funded Amount has been reduced to $ $100,000 or less on any Determination Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such date Distribution Date pursuant to paragraph (a)) above, the Servicer shall instruct provide written instructions to the Indenture Trustee to withdraw from the Pre-Funding AccountAccount on such Distribution Date an amount equal to the sum of the Class A-1 Prepayment Amount, the Class A-2 Prepayment Amount, the Class A-3 Prepayment Amount, the Class A-4 Prepayment Amount and the Class A-5 Prepayment Amount and deposit such amount in the case of clause (i), Note Distribution Account. Any remaining funds on such Payment Date or, in the case of clause (ii), on the Payment Date immediately succeeding such Determination Date, the amount remaining at the time deposit in the Pre-Funding Account shall be distributed to the Depositor. If the funds on deposit in the Pre-Funding Account are less than the amount described above, then the Servicer shall provide written instructions to the Indenture Trustee to withdraw the funds on deposit in the Pre-Funding Account and deposit such funds in the Note Distribution Account and Collection Account, pro rata in accordance with the amount specified above. (such remaining amount being c) If the “Remaining Pre-Funded Amount”) Amount is greater than $100,000 at the end of the Funding Period, the Seller will deposit into the Note Distribution Account an amount equal to the sum of the Class A-1 Prepayment Premium, the Class A-2 Prepayment Premium, the Class A-3 Prepayment Premium, the Class A-4 Prepayment Premium and deposit such amounts the Class A-5 Prepayment Premium; PROVIDED, HOWEVER, that the obligation of the Seller to make the deposits referred to in this sentence is expressly limited to the extent of the amount of Liquidated Damages (as defined in the Collection Account, for inclusion in Closing Date Purchase Agreement) paid to the Total Distribution Amount for that Payment DateSeller by AFL and by the Seller to the Trust.]

Pre-Funding Account. (a) Subject to the proviso set forth in Section 5.1(a)(iv), on On the Closing Date, the Trustee will deposit, on behalf of the Seller, Seller shall deposit in the Pre-Funding Account $ $[__________] from the net proceeds of the sale of the Notes. On or prior to the Business Day immediately preceding each Subsequent Transfer Date, the Servicer shall calculate the following amounts and instruct the Indenture Trustee to withdraw such amounts from the Pre-Funding Account an amount equal toon such Subsequent Transfer Date: (i) an amount equal to the aggregate Contract Value Principal Balance of the Subsequent Receivables transferred to the Issuing Entity Trust on such Subsequent Transfer Date less an amount equal to the sum of the amounts described in clause clauses (ii) and clause through (iiiiv) belowof this sentence, and which amount the Indenture Trustee shall distribute such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in Section 2.2(b) with respect to on such transferSubsequent Transfer Date, (ii) the Spread Subsequent Reserve Account Initial Deposit for such Subsequent Transfer Date andDate, which amount the Indenture Trustee shall deposit to the Reserve Account on behalf of the SellerSeller on such Subsequent Transfer Date, deposit such amount in the Spread Account and (iii) if the Principal Yield Supplement Account has not been replaced by a Yield Supplement Letter of Credit on or prior to such Subsequent Transfer Date, the Subsequent Yield Supplement Account Deposit for such Subsequent Transfer Date, and, which amount the Indenture Trustee shall deposit to the Yield Supplement Account on behalf of the SellerSeller on such Subsequent Transfer Date, and (iv) the Subsequent Payahead Account Deposit, which amount the Indenture Trustee shall deposit to the Payahead Account on behalf of the Seller on such amount in the Principal Supplement AccountSubsequent Transfer Date. (b) If: (i) If the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Pre-Funding Period ends (or, if the Pre-Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Pre-Funding Period) or (ii) the Pre-Funded Amount has been reduced to $ or less on any Determination Date), in either case after giving effect to any reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account, in the case of clause (i), Account on such Payment Date (or, in if the case of clause (ii)Pre-Funding Period does not end on a Payment Date, on the first Payment Date immediately succeeding such Determination Datefollowing the end of the Pre-Funding Period), the amount remaining at the time in the Pre-Funding Account at such time exclusive of the Pre-Funding Account Investment Earnings, if any, for the related Collection Period (such remaining amount being the “"Remaining Pre-Funded Amount”") and deposit such amounts amount in the Collection Account, Account for inclusion in the Total Distribution Amount Available Funds for that such Payment Date. The Pre-Funding Account Investment Earnings for the related Collection Period (together with any other interest and other income (net of losses and expenses) earned on amounts on deposit in the Pre-Funding Account that are on deposit in the Pre-Funding Account) shall be deposited to the Collection Account.]