Common use of The Note Payment Account Clause in Contracts

The Note Payment Account. (a) The Paying Agent shall establish and maintain on behalf of the Noteholders, the Note Payment Account entitled “Note Payment Account, U.S. Bank National Association, as Indenture Trustee, in trust for Holders of the HomeBanc Mortgage Trust 2005-3, Mortgage Backed Notes.” (b) The Note Payment Account shall be an Eligible Account. If the Note Payment Account ceases to be an Eligible Account, the Paying Agent shall establish a new Note Payment Account that is an Eligible Account within 10 days and transfer all funds and investment property on deposit in such existing Note Payment Account into such new Note Payment Account. (c) On each Master Servicer Remittance Date, the Master Servicer shall remit to the Paying Agent the entire amount on deposit in the Collection Account (subject to permitted withdrawals set forth in Section 5.07). (d) Upon receipt, the Paying Agent shall deposit the amount received from the Master Servicer pursuant to subsection (c) of this Section 6.01 into the Note Payment Account. (e) Funds in the Note Payment Account may be invested by the Paying Agent in Eligible Investments selected by and at the written direction of the Master Servicer, which shall mature not later than the related Payment Date and any such Eligible Investment shall not be sold or disposed of prior to its maturity. All such Eligible Investments shall be made in the name of the Indenture Trustee in trust for the benefit of the Noteholders. All income and gain net of the Indenture Trustee Fee, the Owner Trustee Fee, the Custodian Fee and any losses realized from any such investment of funds on deposit in the Note Payment Account shall be for the benefit of the Master Servicer and shall be subject to withdrawal by the Paying Agent for payment to the Master Servicer from time to time in accordance with subsection (f) below and shall not be part of the Trust Estate. The amount of any losses incurred in respect of any such investments shall be deposited in the Note Payment Account by the Master Servicer out of its own funds, without any right of reimbursement therefor, immediately as realized. (f) The Paying Agent shall withdraw funds from the Note Payment Account for payments to Noteholders and the Certificate Distribution Account in the manner specified in this Agreement. In addition, the Paying Agent may prior to making the payment pursuant to Section 6.02 from time to time make withdrawals from the Note Payment Account for the following purposes: (i) to the extent not reimbursed by the Master Servicer, to make payment to itself pursuant to any provision of the Operative Agreements; (ii) to pay to the Master Servicer income earned on the investment of funds on deposit in the Note Payment Account; (iii) to pay to the Indenture Trustee, the Owner Trustee and the Custodian, amounts required to be reimbursed to them in accordance with the provisions of the Operative Agreements; (iv) to withdraw funds deposited in error in the Note Payment Account; and (v) to clear and terminate the Note Payment Account pursuant to Article IX.

The Note Payment Account. (a) The Paying Agent Securities Administrator shall establish and maintain on behalf in the name of the Securities Intermediary for the benefit of the Indenture Trustee and the Noteholders, the Note Payment Account entitled “which shall be an Eligible Account. On each Deposit Date, to the extent that the Collection Account is not a sub-account of the Note Payment Account, U.S. Bank National Associationthe Securities Administrator shall withdraw, as on behalf of the Indenture Trustee, in trust from the Collection Account the aggregate Available Funds for Holders the related Payment Date for deposit into the Note Payment Account. The Securities Administrator shall also deposit into the Note Payment Account all amounts received on behalf of the HomeBanc Mortgage Trust 2005-3Issuer under the Yield Maintenance Agreements. In the event that the Securities Administrator shall remit into the Note Payment Account any amount not required to be remitted by it, Mortgage Backed Notes.” (b) The it may at any time withdraw such amount from the Note Payment Account, any provision herein to the contrary notwithstanding. All funds deposited in the Note Payment Account shall be an Eligible Accountheld by the Securities Intermediary in trust for the Noteholders, until disbursed in accordance with this Agreement or withdrawn in accordance with Section 5.01. If the Note Payment Account ceases to be an Eligible Account, the Paying Agent Securities Administrator shall establish a new Note Payment Account that is an Eligible Account within 10 days and transfer all funds and investment property on deposit in such existing Note Payment Account into such new Note Payment Account. (c) On each Master Servicer Remittance Date, the Master Servicer shall remit to the Paying Agent the entire amount . All funds on deposit in the Collection Account (subject to permitted withdrawals set forth in Section 5.07). (d) Upon receipt, the Paying Agent shall deposit the amount received from the Master Servicer pursuant to subsection (c) of this Section 6.01 into the Note Payment Account. (e) Funds in the Note Payment Account may be invested as directed by the Paying Agent Securities Administrator in Eligible Permitted Investments selected by and at the written direction of the Master Servicer, which shall mature not later than the related Payment Date and any such Eligible Investment shall not be sold or disposed of prior to its maturity. All such Eligible Investments shall be made in the name of the Indenture Trustee in trust Securities Intermediary for the benefit of the NoteholdersIndenture Trustee and the Noteholders which shall mature no later than the Payment Date, provided that such Permitted Investment is an obligation of the Securities Administrator or otherwise managed or advised by the Securities Administrator or an affiliate thereof. All income and gain net of realized losses on such investments shall be paid to the Indenture Trustee FeeMaster Servicer as additional master servicing compensation except to the extent that the Collection Account is treated as a sub-account of the Note Payment Account, in which case only investment income earned on the Owner Trustee Fee, Business Day prior to each Payment Date shall be paid to the Custodian Fee Master Servicer as additional servicing compensation and any remaining investment income shall be paid to Txxxxxxxx in its capacity as Servicer as specified in Section 4.02(c). The amount of any realized losses realized from any such investment of funds on deposit in the Note Payment Account in respect of such investments shall promptly be for the benefit of deposited therein by the Master Servicer and shall be subject to withdrawal by the Paying Agent for payment to the Master Servicer from time to time Servicer. The Indenture Trustee in accordance with subsection (f) below and its fiduciary capacity shall not be part of liable for the Trust Estate. The amount of any losses loss incurred in respect of any such investments shall be deposited in the Note Payment Account by the Master Servicer out investment or lack of its own funds, without any right of reimbursement therefor, immediately as realized. (f) The Paying Agent shall withdraw funds from the Note Payment Account for payments to Noteholders and the Certificate Distribution Account in the manner specified in this Agreement. In addition, the Paying Agent may prior to making the payment pursuant to Section 6.02 from time to time make withdrawals from the Note Payment Account for the following purposes: (i) to the extent not reimbursed by the Master Servicer, to make payment to itself pursuant to any provision of the Operative Agreements; (ii) to pay to the Master Servicer income earned on the investment of funds on deposit held in the Collection Account or the Note Payment Account; (iii) to pay to the Indenture Trustee, the Owner Trustee and the Custodian, amounts required to be reimbursed to them in accordance with the provisions of the Operative Agreements; (iv) to withdraw funds deposited in error in the Note Payment Account; and (v) to clear and terminate the Note Payment Account pursuant to Article IX.

The Note Payment Account. (a) The Paying Agent Securities Administrator shall establish and maintain on behalf in the name of the Securities Intermediary for the benefit of the Indenture Trustee and the Noteholders, the Note Payment Account entitled “which shall be an Eligible Account. On each Deposit Date, to the extent that the Collection Account is not a sub-account of the Note Payment Account, U.S. Bank National Associationthe Securities Administrator shall withdraw, as on behalf of the Indenture Trustee, in trust from the Collection Account the aggregate Available Funds for Holders the related Payment Date for deposit into the Note Payment Account. The Securities Administrator shall also deposit into the Note Payment Account all amounts received on behalf of the HomeBanc Mortgage Trust 2005-3Issuer under the Yield Maintenance Agreements. In the event that the Securities Administrator shall remit into the Note Payment Account any amount not required to be remitted by it, Mortgage Backed Notes.” (b) The it may at any time withdraw such amount from the Note Payment Account, any provision herein to the contrary notwithstanding. All funds deposited in the Note Payment Account shall be an Eligible Accountheld by the Securities Intermediary in trust for the Noteholders, until disbursed in accordance with this Agreement or withdrawn in accordance with Section 5.01. If the Note Payment Account ceases to be an Eligible Account, the Paying Agent Securities Administrator shall establish a new Note Payment Account that is an Eligible Account within 10 days and transfer all funds and investment property on deposit in such existing Note Payment Account into such new Note Payment Account. (c) On each Master Servicer Remittance Date, the Master Servicer shall remit to the Paying Agent the entire amount . All funds on deposit in the Collection Account (subject to permitted withdrawals set forth in Section 5.07). (d) Upon receipt, the Paying Agent shall deposit the amount received from the Master Servicer pursuant to subsection (c) of this Section 6.01 into the Note Payment Account. (e) Funds in the Note Payment Account may be invested as directed by the Paying Agent Securities Administrator in Eligible Permitted Investments selected by and at the written direction of the Master Servicer, which shall mature not later than the related Payment Date and any such Eligible Investment shall not be sold or disposed of prior to its maturity. All such Eligible Investments shall be made in the name of the Indenture Trustee in trust Securities Intermediary for the benefit of the NoteholdersIndenture Trustee and the Noteholders which shall mature no later than the Payment Date, provided that such Permitted Investment is an obligation of the Securities Administrator or otherwise managed or advised by the Securities Administrator or an affiliate thereof. All income and gain net of realized losses on such investments shall be paid to the Indenture Trustee FeeMaster Servicer as additional master servicing compensation except to the extent that the Collection Account is treated as a sub-account of the Note Payment Account, in which case only investment income earned on the Owner Trustee Fee, Business Day prior to each Payment Date shall be paid to the Custodian Fee Master Servicer as additional servicing compensation and any remaining investment income shall be paid to Xxxxxxxxx in its capacity as Servicer as specified in Section 4.02(c). The amount of any realized losses realized from any such investment of funds on deposit in the Note Payment Account in respect of such investments shall promptly be for the benefit of deposited therein by the Master Servicer and shall be subject to withdrawal by the Paying Agent for payment to the Master Servicer from time to time Servicer. The Indenture Trustee in accordance with subsection (f) below and its fiduciary capacity shall not be part of liable for the Trust Estate. The amount of any losses loss incurred in respect of any such investments shall be deposited in the Note Payment Account by the Master Servicer out investment or lack of its own funds, without any right of reimbursement therefor, immediately as realized. (f) The Paying Agent shall withdraw funds from the Note Payment Account for payments to Noteholders and the Certificate Distribution Account in the manner specified in this Agreement. In addition, the Paying Agent may prior to making the payment pursuant to Section 6.02 from time to time make withdrawals from the Note Payment Account for the following purposes: (i) to the extent not reimbursed by the Master Servicer, to make payment to itself pursuant to any provision of the Operative Agreements; (ii) to pay to the Master Servicer income earned on the investment of funds on deposit held in the Collection Account or the Note Payment Account; (iii) to pay to the Indenture Trustee, the Owner Trustee and the Custodian, amounts required to be reimbursed to them in accordance with the provisions of the Operative Agreements; (iv) to withdraw funds deposited in error in the Note Payment Account; and (v) to clear and terminate the Note Payment Account pursuant to Article IX.

The Note Payment Account. (a) The Paying Agent shall establish and maintain on behalf of the Noteholders, the Note Payment Account entitled “Note Payment Account, U.S. Bank National Association, as Indenture Trustee, in trust for Holders of the HomeBanc Mortgage Trust 2005-35, Mortgage Backed Notes.” (b) The Note Payment Account shall be an Eligible Account. If the Note Payment Account ceases to be an Eligible Account, the Paying Agent shall establish a new Note Payment Account that is an Eligible Account within 10 days and transfer all funds and investment property on deposit in such existing Note Payment Account into such new Note Payment Account. (c) On each Master Servicer Remittance Date, the Master Servicer shall remit to the Paying Agent the entire amount on deposit in the Collection Account (subject to permitted withdrawals set forth in Section 5.07). (d) Upon receipt, the Paying Agent shall deposit the amount received from the Master Servicer pursuant to subsection (c) of this Section 6.01 into the Note Payment Account. (e) Funds in the Note Payment Account may be invested by the Paying Agent in Eligible Investments selected by and at the written direction of the Master Servicer, which shall mature not later than the related Payment Date and any such Eligible Investment shall not be sold or disposed of prior to its maturity. All such Eligible Investments shall be made in the name of the Indenture Trustee in trust for the benefit of the Noteholders. All income and gain net of the Indenture Trustee Fee, the Owner Trustee Fee, the Custodian Fee and any losses realized from any such investment of funds on deposit in the Note Payment Account shall be for the benefit of the Master Servicer and shall be subject to withdrawal by the Paying Agent for payment to the Master Servicer from time to time in accordance with subsection (f) below and shall not be part of the Trust Estate. The amount of any losses incurred in respect of any such investments shall be deposited in the Note Payment Account by the Master Servicer out of its own funds, without any right of reimbursement therefor, immediately as realized. (f) The Paying Agent shall withdraw funds from the Note Payment Account for payments to Noteholders and the Certificate Distribution Account in the manner specified in this Agreement. In addition, the Paying Agent may prior to making the payment pursuant to Section 6.02 from time to time make withdrawals from the Note Payment Account for the following purposes: (i) to the extent not reimbursed by the Master Servicer, to make payment to itself pursuant to any provision of the Operative Agreements; (ii) to pay to the Master Servicer income earned on the investment of funds on deposit in the Note Payment Account; (iii) to pay to the Indenture Trustee, the Owner Trustee and the Custodian, amounts required to be reimbursed to them in accordance with the provisions of the Operative Agreements; (iv) to withdraw funds deposited in error in the Note Payment Account; and (v) to clear and terminate the Note Payment Account pursuant to Article IX.

The Note Payment Account. (a) The Paying Agent Indenture Trustee shall establish and maintain on behalf of the Noteholders, the Note Payment Account entitled “Note Payment Account, U.S. Bank National Association, as Indenture Trustee, in trust for Holders of the HomeBanc Mortgage Trust 2005-31, Mortgage Backed Notes.” (b) The Note Payment Account shall be an Eligible Account. If the Note Payment Account ceases to be an Eligible Account, the Paying Agent Indenture Trustee shall establish a new Note Payment Account that is an Eligible Account within 10 days and transfer all funds and investment property on deposit in such existing Note Payment Account into such new Note Payment Account. (c) On each Master Servicer Remittance Date, the Master Servicer shall remit to the Paying Agent Indenture Trustee the entire amount on deposit in the Collection Account (subject to permitted withdrawals set forth in Section 5.07). (d) Upon receipt, the Paying Agent Indenture Trustee shall deposit the amount received from the Master Servicer pursuant to subsection (c) of this Section 6.01 into the Note Payment Account. (e) Funds in the Note Payment Account may be invested by the Paying Agent Indenture Trustee in Eligible Investments selected by and at the written direction of the Master Servicer, which shall mature not later than the related Payment Date and any such Eligible Investment shall not be sold or disposed of prior to its maturity. All such Eligible Investments shall be made in the name of the Indenture Trustee in trust for the benefit of the Noteholders. All income and gain net of the Indenture Trustee Fee, the Owner Trustee Fee, the Custodian Fee and any losses realized from any such investment of funds on deposit in the Note Payment Account shall be for the benefit of the Master Servicer and shall be subject to withdrawal by the Paying Agent Indenture Trustee for payment to the Master Servicer from time to time in accordance with subsection (f) below and shall not be part of the Trust Estate. The amount of any losses incurred in respect of any such investments shall be deposited in the Note Payment Account by the Master Servicer out of its own funds, without any right of reimbursement therefor, immediately as realized. (f) The Paying Agent Indenture Trustee shall withdraw funds from the Note Payment Account for payments to Noteholders and the Certificate Distribution Account in the manner specified in this Agreement. In addition, the Paying Agent Indenture Trustee may prior to making the payment pursuant to Section 6.02 from time to time make withdrawals from the Note Payment Account for the following purposes: (i) to the extent not reimbursed by the Master Servicer, to make payment to itself pursuant to any provision of this Agreement, the Operative AgreementsTrust Agreement, the Indenture or the Custodial Agreement; (ii) to pay to the Master Servicer income earned on the investment of funds on deposit in the Note Payment Account; (iii) to pay to the Indenture Trustee, the Owner Trustee and the Custodian, amounts required to be reimbursed to them in accordance with the provisions of the Operative Agreements; (iv) to withdraw funds deposited in error in the Note Payment Account; and (viv) to clear and terminate the Note Payment Account pursuant to Article IX.

The Note Payment Account. (a) The Paying Agent shall establish and maintain on behalf of the Noteholders, the Note Payment Account entitled “Note Payment Account, U.S. Bank National Association, as Indenture Trustee, in trust for Holders of the HomeBanc Mortgage Trust 2005-34, Mortgage Backed Notes.” (b) The Note Payment Account shall be an Eligible Account. If the Note Payment Account ceases to be an Eligible Account, the Paying Agent shall establish a new Note Payment Account that is an Eligible Account within 10 days and transfer all funds and investment property on deposit in such existing Note Payment Account into such new Note Payment Account. (c) On each Master Servicer Remittance Date, the Master Servicer shall remit to the Paying Agent the entire amount on deposit in the Collection Account (subject to permitted withdrawals set forth in Section 5.07).. Transfer and Servicing Agreement (d) Upon receipt, the Paying Agent shall deposit the amount received from the Master Servicer pursuant to subsection (c) of this Section 6.01 into the Note Payment Account. (e) Funds in the Note Payment Account may be invested by the Paying Agent in Eligible Investments selected by and at the written direction of the Master Servicer, which shall mature not later than the related Payment Date and any such Eligible Investment shall not be sold or disposed of prior to its maturity. All such Eligible Investments shall be made in the name of the Indenture Trustee in trust for the benefit of the Noteholders. All income and gain net of the Indenture Trustee Fee, the Owner Trustee Fee, the Custodian Fee and any losses realized from any such investment of funds on deposit in the Note Payment Account shall be for the benefit of the Master Servicer and shall be subject to withdrawal by the Paying Agent for payment to the Master Servicer from time to time in accordance with subsection (f) below and shall not be part of the Trust Estate. The amount of any losses incurred in respect of any such investments shall be deposited in the Note Payment Account by the Master Servicer out of its own funds, without any right of reimbursement therefor, immediately as realized. (f) The Paying Agent shall withdraw funds from the Note Payment Account for payments to Noteholders and the Certificate Distribution Account in the manner specified in this Agreement. In addition, the Paying Agent may prior to making the payment pursuant to Section 6.02 from time to time make withdrawals from the Note Payment Account for the following purposes: (i) to the extent not reimbursed by the Master Servicer, to make payment to itself pursuant to any provision of the Operative Agreements; (ii) to pay to the Master Servicer income earned on the investment of funds on deposit in the Note Payment Account; (iii) to pay to the Indenture Trustee, the Owner Trustee and the Custodian, amounts required to be reimbursed to them in accordance with the provisions of the Operative Agreements; (iv) to withdraw funds deposited in error in the Note Payment Account; and (v) to clear and terminate the Note Payment Account pursuant to Article IX.

The Note Payment Account. (a) The Paying Agent shall establish and maintain on behalf of the Noteholders, the Note Payment Account entitled “Note Payment Account, U.S. Bank National Association[ ], as Indenture Trustee, in trust for Holders of the HomeBanc Mortgage Trust 2005-3[ ], Mortgage Backed Notes.” (b) The Note Payment Account shall be an Eligible Account. If the Note Payment Account ceases to be an Eligible Account, the Paying Agent shall establish a new Note Payment Account that is an Eligible Account within 10 [10] days and transfer all funds and investment property on deposit in such existing Note Payment Account into such new Note Payment Account. (c) [On each Master Servicer Remittance Date, the Master Servicer shall remit to the Paying Agent the entire amount on deposit in the Collection Account (subject to permitted withdrawals set forth in Section 5.07). (d) Upon receipt, the Paying Agent shall deposit the amount received from the Master Servicer pursuant to subsection (c) of this Section 6.01 into the Note Payment Account. (e) Funds in the Note Payment Account may be invested by the Paying Agent in Eligible Investments selected by and at the written direction of the Master Servicer, which shall mature not later than the related Payment Date and any such Eligible Investment shall not be sold or disposed of prior to its maturity. All such Eligible Investments shall be made in the name of the Indenture Trustee in trust for the benefit of the Noteholders. All income and gain net of the Indenture Trustee Fee, the Owner Trustee Fee, the Custodian Fee and any losses realized from any such investment of funds on deposit in the Note Payment Account shall be for the benefit of the Master Servicer and shall be subject to withdrawal by the Paying Agent for payment to the Master Servicer from time to time in accordance with subsection (f) below and shall not be part of the Trust Estate. The amount of any losses incurred in respect of any such investments shall be deposited in the Note Payment Account by the Master Servicer out of its own funds, without any right of reimbursement therefor, immediately as realized. (f) The Paying Agent shall withdraw funds from the Note Payment Account for payments to Noteholders and the Certificate Distribution Account in the manner specified in this Agreement. In addition, the Paying Agent may prior to making the payment pursuant to Section 6.02 from time to time make withdrawals from the Note Payment Account for the following purposes: (i) to the extent not reimbursed by the Master Servicer, to make payment to itself pursuant to any provision of the Operative Agreements; (ii) to pay to the Master Servicer income earned on the investment of funds on deposit in the Note Payment Account; (iii) to pay to the Indenture Trustee, the Owner Trustee and the Custodian, amounts required to be reimbursed to them in accordance with the provisions of the Operative Agreements; (iv) to withdraw funds deposited in error in the Note Payment Account; and (v) to clear and terminate the Note Payment Account pursuant to Article IX.]

The Note Payment Account. (a) The Paying Agent shall establish and maintain on behalf of the Noteholders, the Note Payment Account entitled “Note Payment Account, U.S. Bank National Association, as Indenture Trustee, in trust for Holders of the HomeBanc Mortgage Trust 20052006-32, Mortgage Backed Notes.” (b) The Note Payment Account shall be an Eligible Account. If the Note Payment Account ceases to be an Eligible Account, the Paying Agent shall establish a new Note Payment Account that is an Eligible Account within 10 days and transfer all funds and investment property on deposit in such existing Note Payment Account into such new Note Payment Account. (c) On each Master Servicer Remittance Date, the Master Servicer shall remit to the Paying Agent the entire amount on deposit in the Collection Account (subject to permitted withdrawals set forth in Section 5.07). (d) Upon receipt, the Paying Agent shall deposit the amount received from the Master Servicer pursuant to subsection (c) of this Section 6.01 into the Note Payment Account. (e) Funds in the Note Payment Account may be invested by the Paying Agent in Eligible Investments selected by and at the written direction of the Master Servicer, which shall mature not later than the related Payment Date and any such Eligible Investment shall not be sold or disposed of prior to its maturity. All such Eligible Investments shall be made in the name of the Indenture Trustee in trust for the benefit of the Noteholders. All income and gain net of the Indenture Trustee Fee, the Owner Trustee Fee, the Custodian Fee and any losses realized from any such investment of funds on deposit in the Note Payment Account shall be for the benefit of the Master Servicer and shall be subject to withdrawal by the Paying Agent for payment to the Master Servicer from time to time in accordance with subsection (f) below and shall not be part of the Trust Estate. The amount of any losses incurred in respect of any such investments shall be deposited in the Note Payment Account by the Master Servicer out of its own funds, without any right of reimbursement therefor, immediately as realized. (f) The Paying Agent shall withdraw funds from the Note Payment Account for payments to Noteholders and the Certificate Distribution Account in the manner specified in this Agreement. In addition, the Paying Agent may prior to making the payment pursuant to Section 6.02 from time to time make withdrawals from the Note Payment Account for the following purposes: (i) to the extent not reimbursed by the Master Servicer, to make payment to itself pursuant to any provision of the Operative Agreements; (ii) to pay to the Master Servicer income earned on the investment of funds on deposit in the Note Payment Account; (iii) to pay to the Indenture Trustee, the Owner Trustee and the Custodian, amounts required to be reimbursed to them in accordance with the provisions of the Operative Agreements; (iv) to withdraw funds deposited in error in the Note Payment Account; and (v) to clear and terminate the Note Payment Account pursuant to Article IX.

The Note Payment Account. (a) The Paying Agent shall establish and maintain on behalf of the Noteholders, the Note Payment Account entitled “Note Payment Account, U.S. Bank National Association, as Indenture Trustee, in trust for Holders of the HomeBanc Mortgage Trust 2005-32, Mortgage Backed Notes.” (b) The Note Payment Account shall be an Eligible Account. If the Note Payment Account ceases to be an Eligible Account, the Paying Agent shall establish a new Note Payment Account that is an Eligible Account within 10 days and transfer all funds and investment property on deposit in such existing Note Payment Account into such new Note Payment Account. (c) On each Master Servicer Remittance Date, the Master Servicer shall remit to the Paying Agent the entire amount on deposit in the Collection Account (subject to permitted withdrawals set forth in Section 5.07). (d) Upon receipt, the Paying Agent shall deposit the amount received from the Master Servicer pursuant to subsection (c) of this Section 6.01 into the Note Payment Account. (e) Funds in the Note Payment Account may be invested by the Paying Agent in Eligible Investments selected by and at the written direction of the Master Servicer, which shall mature not later than the related Payment Date and any such Eligible Investment shall not be sold or disposed of prior to its maturity. All such Eligible Investments shall be made in the name of the Indenture Trustee in trust for the benefit of the Noteholders. All income and gain net of the Indenture Trustee Fee, the Owner Trustee Fee, the Custodian Fee and any losses realized from any such investment of funds on deposit in the Note Payment Account shall be for the benefit of the Master Servicer and shall be subject to withdrawal by the Paying Agent for payment to the Master Servicer from time to time in accordance with subsection (f) below and shall not be part of the Trust Estate. The amount of any losses incurred in respect of any such investments shall be deposited in the Note Payment Account by the Master Servicer out of its own funds, without any right of reimbursement therefor, immediately as realized. (f) The Paying Agent shall withdraw funds from the Note Payment Account for payments to Noteholders and the Certificate Distribution Account in the manner specified in this Agreement. In addition, the Paying Agent may prior to making the payment pursuant to Section 6.02 from time to time make withdrawals from the Note Payment Account for the following purposes: (i) to the extent not reimbursed by the Master Servicer, to make payment to itself pursuant to any provision of the Operative Agreements; (ii) to pay to the Master Servicer income earned on the investment of funds on deposit in the Note Payment Account; (iii) to pay to the Indenture Trustee, the Owner Trustee and the Custodian, amounts required to be reimbursed to them in accordance with the provisions of the Operative Agreements; (iv) to withdraw funds deposited in error in the Note Payment Account; and (v) to clear and terminate the Note Payment Account pursuant to Article IX.

The Note Payment Account. (a) The Paying Agent shall establish and maintain on behalf of the Noteholders, the Note Payment Account entitled “Note Payment Account, U.S. Bank National Association, as Indenture Trustee, in trust for Holders of the HomeBanc Mortgage Trust 2005-34, Mortgage Backed Notes.” (b) The Note Payment Account shall be an Eligible Account. If the Note Payment Account ceases to be an Eligible Account, the Paying Agent shall establish a new Note Payment Account that is an Eligible Account within 10 days and transfer all funds and investment property on deposit in such existing Note Payment Account into such new Note Payment Account. (c) On each Master Servicer Remittance Date, the Master Servicer shall remit to the Paying Agent the entire amount on deposit in the Collection Account (subject to permitted withdrawals set forth in Section 5.07). (d) Upon receipt, the Paying Agent shall deposit the amount received from the Master Servicer pursuant to subsection (c) of this Section 6.01 into the Note Payment Account. (e) Funds in the Note Payment Account may be invested by the Paying Agent in Eligible Investments selected by and at the written direction of the Master Servicer, which shall mature not later than the related Payment Date and any such Eligible Investment shall not be sold or disposed of prior to its maturity. All such Eligible Investments shall be made in the name of the Indenture Trustee in trust for the benefit of the Noteholders. All income and gain net of the Indenture Trustee Fee, the Owner Trustee Fee, the Custodian Fee and any losses realized from any such investment of funds on deposit in the Note Payment Account shall be for the benefit of the Master Servicer and shall be subject to withdrawal by the Paying Agent for payment to the Master Servicer from time to time in accordance with subsection (f) below and shall not be part of the Trust Estate. The amount of any losses incurred in respect of any such investments shall be deposited in the Note Payment Account by the Master Servicer out of its own funds, without any right of reimbursement therefor, immediately as realized. (f) The Paying Agent shall withdraw funds from the Note Payment Account for payments to Noteholders and the Certificate Distribution Account in the manner specified in this Agreement. In addition, the Paying Agent may prior to making the payment pursuant to Section 6.02 from time to time make withdrawals from the Note Payment Account for the following purposes: (i) to the extent not reimbursed by the Master Servicer, to make payment to itself pursuant to any provision of the Operative Agreements; (ii) to pay to the Master Servicer income earned on the investment of funds on deposit in the Note Payment Account; (iii) to pay to the Indenture Trustee, the Owner Trustee and the Custodian, amounts required to be reimbursed to them in accordance with the provisions of the Operative Agreements; (iv) to withdraw funds deposited in error in the Note Payment Account; and (v) to clear and terminate the Note Payment Account pursuant to Article IX.

The Note Payment Account. (a) The Paying Agent shall establish and maintain on behalf of the Noteholders, the Note Payment Account entitled “Note Payment Account, U.S. Bank National Association, as Indenture Trustee, in trust for Holders of the HomeBanc Mortgage Trust 2005-32, Mortgage Backed Notes.” (b) The Note Payment Account shall be an Eligible Account. If the Note Payment Account ceases to be an Eligible Account, the Paying Agent shall establish a new Note Payment Account that is an Eligible Account within 10 days and transfer all funds and investment property on deposit in such existing Note Payment Account into such new Note Payment Account. (c) On each Master Servicer Remittance Date, the Master Servicer shall remit to the Paying Agent the entire amount on deposit in the Collection Account (subject to permitted withdrawals set forth in Section 5.07). (d) Upon receipt, the Paying Agent shall deposit the amount received from the Master Servicer pursuant to subsection (c) of this Section 6.01 into the Note Payment Account. (e) Funds in the Note Payment Account may be invested by the Paying Agent in Eligible Investments selected by and at the written direction of the Master Servicer, which shall mature not later than the related Payment Date and any such Eligible Investment shall not be sold or disposed of prior to its maturity. All such Eligible Investments shall be made in the name of the Indenture Trustee in trust for the benefit of the Noteholders. All income and gain net of the Indenture Trustee Fee, the Owner Trustee Fee, the Custodian Fee and any losses realized from any such investment of funds on deposit in the Note Payment Account shall be for the benefit of the Master Servicer and shall be subject to withdrawal by the Paying Agent for payment to the Master Servicer from time to time in accordance with subsection (f) below and shall not be part of the Trust Estate. The amount of any losses incurred in respect of any such investments shall be deposited in the Note Payment Account by the Master Servicer out of its own funds, without any right of reimbursement therefor, immediately as realized. (f) The Paying Agent shall withdraw funds from the Note Payment Account for payments to Noteholders and the Certificate Distribution Account in the manner specified in this Agreement. In addition, the Paying Agent may prior to making the payment pursuant to Section 6.02 from time to time make withdrawals from the Note Payment Account for the following purposes: (i) to the extent not reimbursed by the Master Servicer, to make payment to itself pursuant to any provision of the Operative Agreements; (ii) to pay to the Master Servicer income earned on the investment of funds on deposit in the Note Payment Account;; 145322 HomeBanc 2005-2 Transfer and Servicing Agreement 100 (iii) to pay to the Indenture Trustee, the Owner Trustee and the Custodian, amounts required to be reimbursed to them in accordance with the provisions of the Operative Agreements; (iv) to withdraw funds deposited in error in the Note Payment Account; and (v) to clear and terminate the Note Payment Account pursuant to Article IX.

The Note Payment Account. (a) The Paying Agent shall establish and maintain on behalf of the Noteholders, the Note Payment Account entitled “Note Payment Account, U.S. Bank National Association[ ], as Indenture Trustee, in trust for Holders of the HomeBanc TBW Mortgage Trust 2005-3[ ], Mortgage Backed Notes.” (b) The Note Payment Account shall be an Eligible Account. If the Note Payment Account ceases to be an Eligible Account, the Paying Agent shall establish a new Note Payment Account that is an Eligible Account within 10 [10] days and transfer all funds and investment property on deposit in such existing Note Payment Account into such new Note Payment Account. (c) [On each Master Servicer Remittance Date, the Master Servicer shall remit to the Paying Agent the entire amount on deposit in the Collection Account (subject to permitted withdrawals set forth in Section 5.07). (d) Upon receipt, the Paying Agent shall deposit the amount received from the Master Servicer pursuant to subsection (c) of this Section 6.01 into the Note Payment Account. (e) Funds in the Note Payment Account may be invested by the Paying Agent in Eligible Investments selected by and at the written direction of the Master Servicer, which shall mature not later than the related Payment Date and any such Eligible Investment shall not be sold or disposed of prior to its maturity. All such Eligible Investments shall be made in the name of the Indenture Trustee in trust for the benefit of the Noteholders. All income and gain net of the Indenture Trustee Fee, the Owner Trustee Fee, the Custodian Fee and any losses realized from any such investment of funds on deposit in the Note Payment Account shall be for the benefit of the Master Servicer and shall be subject to withdrawal by the Paying Agent for payment to the Master Servicer from time to time in accordance with subsection (f) below and shall not be part of the Trust Estate. The amount of any losses incurred in respect of any such investments shall be deposited in the Note Payment Account by the Master Servicer out of its own funds, without any right of reimbursement therefor, immediately as realized. (f) The Paying Agent shall withdraw funds from the Note Payment Account for payments to Noteholders and the Certificate Distribution Account in the manner specified in this Agreement. In addition, the Paying Agent may prior to making the payment pursuant to Section 6.02 from time to time make withdrawals from the Note Payment Account for the following purposes: (i) to the extent not reimbursed by the Master Servicer, to make payment to itself pursuant to any provision of the Operative Agreements; (ii) to pay to the Master Servicer income earned on the investment of funds on deposit in the Note Payment Account; (iii) to pay to the Indenture Trustee, the Owner Trustee and the Custodian, amounts required to be reimbursed to them in accordance with the provisions of the Operative Agreements; (iv) to withdraw funds deposited in error in the Note Payment Account; and (v) to clear and terminate the Note Payment Account pursuant to Article IX.]

The Note Payment Account. (a) The Paying Agent shall establish and maintain on behalf of the Noteholders, the Note Payment Account entitled “Note Payment Account, U.S. Bank National Association, as Indenture Trustee, in trust for Holders of the HomeBanc Mortgage Trust 20052006-32, Mortgage Backed Notes.” (b) The Note Payment Account shall be an Eligible Account. If the Note Payment Account ceases to be an Eligible Account, the Paying Agent shall establish a new Note Payment 201359 HomeBanc 2006-2 Transfer and Servicing Agreement Account that is an Eligible Account within 10 days and transfer all funds and investment property on deposit in such existing Note Payment Account into such new Note Payment Account. (c) On each Master Servicer Remittance Date, the Master Servicer shall remit to the Paying Agent the entire amount on deposit in the Collection Account (subject to permitted withdrawals set forth in Section 5.07). (d) Upon receipt, the Paying Agent shall deposit the amount received from the Master Servicer pursuant to subsection (c) of this Section 6.01 into the Note Payment Account. (e) Funds in the Note Payment Account may be invested by the Paying Agent in Eligible Investments selected by and at the written direction of the Master Servicer, which shall mature not later than the related Payment Date and any such Eligible Investment shall not be sold or disposed of prior to its maturity. All such Eligible Investments shall be made in the name of the Indenture Trustee in trust for the benefit of the Noteholders. All income and gain net of the Indenture Trustee Fee, the Owner Trustee Fee, the Custodian Fee and any losses realized from any such investment of funds on deposit in the Note Payment Account shall be for the benefit of the Master Servicer and shall be subject to withdrawal by the Paying Agent for payment to the Master Servicer from time to time in accordance with subsection (f) below and shall not be part of the Trust Estate. The amount of any losses incurred in respect of any such investments shall be deposited in the Note Payment Account by the Master Servicer out of its own funds, without any right of reimbursement therefor, immediately as realized. (f) The Paying Agent shall withdraw funds from the Note Payment Account for payments to Noteholders and the Certificate Distribution Account in the manner specified in this Agreement. In addition, the Paying Agent may prior to making the payment pursuant to Section 6.02 from time to time make withdrawals from the Note Payment Account for the following purposes: (i) to the extent not reimbursed by the Master Servicer, to make payment to itself pursuant to any provision of the Operative Agreements; (ii) to pay to the Master Servicer income earned on the investment of funds on deposit in the Note Payment Account; (iii) to pay to the Indenture Trustee, the Owner Trustee and the Custodian, amounts required to be reimbursed to them in accordance with the provisions of the Operative Agreements; (iv) to withdraw funds deposited in error in the Note Payment Account; and (v) to clear and terminate the Note Payment Account pursuant to Article IX.