Common use of The Pre-Funding Account Clause in Contracts

The Pre-Funding Account. (a) The Indenture Trustee shall establish and maintain with itself a separate, non-interest bearing trust account (the "PRE-FUNDING ACCOUNT") entitled "Deutsche Bank National Trust Company, as Indenture Trustee, in trust for the registered holders of GreenPoint Mortgage Funding Trust 2005-HE1, Asset-Backed Notes, Series 2005-HE1." The Pre-Funding Account shall be an Eligible Account. (b) The Depositor may cause the institution maintaining the Pre-Funding Account to invest any funds in the Pre-Funding Account in Eligible Investments which shall mature or otherwise be available not later than the Business Day next preceding the Payment Date or, with the approval of the Rating Agencies, on the Payment Date next following the date of such investment (except that any investment in an obligation of the institution with which the Pre-Funding Account is maintained may mature on or before 12:00 noon, New York time, on such Payment Date) and shall not be sold or disposed of prior to its maturity. At any time when the Indenture Trustee is maintaining the Pre-Funding Account, any request by the Depositor to invest funds on deposit in the Pre-Funding Account shall be in writing, shall be 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, and shall certify that the requested investment is an Eligible Investment which matures at or prior to the time required hereby. Any such investment shall be registered in the name of the Indenture Trustee, as trustee hereunder or in the name of its nominee, and to the extent such investments are certificated they shall be maintained in the possession of the Indenture Trustee. All income and gain realized from any such investment shall be for the benefit of the Depositor. The amount of any losses incurred in respect of the principal amount of any such investment shall be deposited in the Pre-Funding Account by the Depositor out of its own funds immediately as realized. Any investment earnings on the Pre-Funding Account shall be treated as owned by the Depositor for federal and state income tax purposes. (c) On the Closing Date, the Indenture Trustee (as instructed by the Depositor) will deposit into the Pre-Funding Account from the proceeds of the sale of the Notes, on behalf of the Noteholders, the Original Pre-Funded Amount. (d) On each Subsequent Transfer Date, the Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to 100% of the aggregate Principal Balances of the Subsequent Mortgage Loans transferred to the Trust on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.05 of this Agreement with respect to such transfer. (e) If (x) the Pre-Funded Amount has not been reduced to zero by the Payment Date occurring in June 2005 or (y) the Pre-Funded Amount has been reduced to $10,000 or less on any Payment Date occurring during the Pre-Funding Period, in either case after giving effect to any reductions in the Pre-Funded Amount on or before such Payment Date, the Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account and deposit to the Payment Account the difference, if any, between (A) the Original Pre-Funded Amount and (B) all amounts theretofore withdrawn from the Pre-Funding Account with respect to Subsequent Mortgage Loans. (f) The Indenture Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee's economic self interest for (i) serving as an investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investment and (iii) effecting transactions in certain Eligible Investments. The Indenture Trustee does not guarantee the performance of any Eligible Investment. (g) The Indenture Trustee shall have not obligation to invest and reinvest any cash held in the Pre-Funding Account in the absence of timely and specific written investment directions from the Depositor. In no event shall the Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Depositor to provide timely written investment direction.

The Pre-Funding Account. (a) The No later than the Closing Date, the Indenture Trustee shall establish and maintain with itself a separate, non-interest bearing segregated trust account (the that is an Eligible Account, which shall be titled "PREPre-FUNDING ACCOUNT") entitled "Deutsche Bank Funding Account, Bankers Trust Company of California, National Trust CompanyAssociation, as Indenture Trustee, in trust indenture trustee for the registered holders of GreenPoint Mortgage Funding Trust 2005-HE1IMH Assets Corp., Collateralized Asset-Backed NotesBonds, Series 20052002-HE1.1" The (the "Pre-Funding Account shall be an Eligible Account. (b) "). The Depositor may cause the institution maintaining the Pre-Funding Account to invest any funds Indenture Trustee shall, promptly upon receipt, deposit in the Pre-Funding Account in Eligible Investments which shall mature or otherwise be available not later than and retain therein the Business Day next preceding the Payment Date or, with the approval of the Rating Agencies, Original Pre-Funded Amount remitted on the Payment Closing Date next following the date of such investment (except that any investment in an obligation of the institution with which the Pre-Funding Account is maintained may mature on or before 12:00 noon, New York time, on such Payment Date) and shall not be sold or disposed of prior to its maturity. At any time when the Indenture Trustee is maintaining the Pre-Funding Account, any request by the Depositor to invest funds on deposit Depositor. Funds deposited in the Pre-Funding Account shall be held in trust by the Indenture Trustee for the Bondholders and the Bond Insurer for the uses and purposes set forth herein. (b) The Indenture Trustee will invest funds deposited in the Pre-Funding Account, as directed by the Master Servicer in writing, shall in Eligible Investments with a maturity date (i) no later than the Business Day immediately preceding the date on which such funds are required to be delivered withdrawn from such account pursuant to this Indenture, if a Person other than the Indenture Trustee at or before 10:30 a.m.an Affiliate manages or advises such investment, New York time(ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Indenture, if the Indenture Trustee or an Affiliate manages or advises such investment is to be made on such day, and shall certify that the requested investment is an Eligible Investment which matures at or prior to the time required hereby. Any such investment shall be registered in the name (iii) within one (1) Business Day of the Indenture Trustee's receipt thereof. For federal income tax purposes, as trustee hereunder or in the name of its nominee, and to the extent such investments are certificated they Master Servicer shall be maintained in the possession owner of the Indenture TrusteePre-Funding Account and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from any such investment shall be for the benefit of the Depositor. The amount of any losses incurred in respect of the principal amount of any such investment shall be funds deposited in the Pre-Funding Account by shall be included in Available Funds at the Depositor out of its own funds immediately as realized. Any investment earnings following times: (i) on the Pre-Funding Account shall be treated as owned by the Depositor for federal and state income tax purposes. (c) On the Closing Business Day immediately preceding each Payment Date, if a Person other than the Indenture Trustee (as instructed by the Depositor) will deposit into the Pre-Funding Account from the proceeds or an Affiliate of the sale Indenture Trustee manages or advises such investment, or on each Payment Date, if the Indenture Trustee or an Affiliate of the NotesIndenture Trustee manages or advises such investment, (ii) on behalf of the Noteholders, the Original Pre-Funded Amount. (d) On Business Day immediately preceding each Subsequent Transfer Date, the Depositor shall instruct if a Person other than the Indenture Trustee to withdraw from the Pre-Funding Account or an amount equal to 100% Affiliate of the aggregate Principal Balances of the Subsequent Mortgage Loans transferred to the Trust on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.05 of this Agreement with respect to such transfer. (e) If (x) the Pre-Funded Amount has not been reduced to zero by the Payment Date occurring in June 2005 or (y) the Pre-Funded Amount has been reduced to $10,000 or less on any Payment Date occurring during the Pre-Funding Period, in either case after giving effect to any reductions in the Pre-Funded Amount on or before such Payment Date, the Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account and deposit to the Payment Account the differencemanages or advises such investment, or on each Subsequent Transfer Date, if any, between (A) the Original Pre-Funded Amount and (B) all amounts theretofore withdrawn from the Pre-Funding Account with respect to Subsequent Mortgage Loans. (f) The Indenture Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in an Affiliate of the Trustee's economic self interest for (i) serving as an Indenture Trustee manages or advises such investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investment and (iii) effecting transactions in certain Eligible Investments. The Indenture Trustee does not guarantee the performance within one (1) Business Day of any Eligible Investment. (g) The Indenture Trustee shall have not obligation to invest and reinvest any cash held in the Pre-Funding Account in the absence of timely and specific written investment directions from the Depositor. In no event shall the Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Depositor to provide timely written investment direction.the

The Pre-Funding Account. (a) The Indenture Trustee shall establish and maintain with itself in its name, as trustee, a separate, non-interest bearing trust account (the "PREPre-FUNDING ACCOUNTFunding Account") entitled "Deutsche Pre-Funding Account, Bank One, National Trust CompanyAssociation, as Indenture Trustee, in trust for the registered holders benefit of GreenPoint the Holders of Amortizing Residential Collateral Trust Mortgage Funding Trust 2005Pass-HE1, Asset-Backed NotesThrough Certificates, Series 20052001-HE1." BC6". The Pre-Funding Account shall be an Eligible Account and if it ceases to be an Eligible Account, the Trustee shall establish a new Pre-Funding Account that is also an Eligible Account within five Business Days and transfer all funds and investment property on deposit in the Existing Pre-Funding Account into such new Pre-Funding Account. On the Closing Date, the Depositor shall cause to be deposited into the Pre-Funding Account, the Initial Pre-Funding Account. On any subsequent Transfer Date, provided the conditions set forth in Section 2.01(b) have been fully satisfied, the Trustee shall cause to be withdrawn from the Pre-Funding Account an amount equal to Transfer Price of any Subsequent Mortgage Loans as of any applicable Transfer Date sold to the Trust Fund and to pay such Transfer Price to the Depositor. In no event shall the Trustee withdraw from the Pre-Funding Account an amount in excess of the Initial Pre-Funding Account or withdraw funds from the Pre-Funding Account during the Pre-Funding Period for any other purpose. (b) The Depositor may cause the institution maintaining the Pre-Funding Account to invest any funds Funds in the Pre-Funding Account may be invested by this Trustee in Eligible Investments which shall mature or otherwise be available not later than at the Business Day next preceding the Payment Date or, with the approval direction of the Rating Agencies, Depositor. All income and gain on such investments shall be for the Payment Date next following the date of such investment (except that any investment in an obligation benefit of the institution with which Depositor and shall be subject to withdrawal on order by the Depositor from time to time. The amount of any losses incurred in respect of any such investments shall be paid by the Depositor by a deposit in the Pre-Funding Account is maintained may mature on or before 12:00 noonout of its own funds, New York timewithout any right of reimbursement therefor, on such Payment Date) and shall not be sold or disposed of prior to its maturityimmediately as realized. At any time when In the Indenture Trustee is maintaining the Pre-Funding Account, any request by event the Depositor does not provide written direction to invest the Trustee pursuant to this Section, all funds on deposit in the Pre-Funding Account shall be invested in writing, shall be delivered to the Indenture Trustee at a money market or before 10:30 a.m., New York time, if such investment is to be made on such day, and shall certify that the requested investment is an Eligible Investment which matures at or prior to the time required hereby. Any such investment shall be registered common trust fund as described in the name paragraph (viii) of the Indenture Trustee, as trustee hereunder or definition of "Eligible Investment" set forth in Article I. (c) On the name of its nominee, and to Business Day immediately following the extent such investments are certificated they shall be maintained in the possession end of the Indenture Trustee. All income and gain realized from Pre-Funding Period, the Trustee shall transfer any such investment shall be for the benefit of the Depositor. The amount of any losses incurred in respect of the principal amount of any such investment shall be deposited amounts on deposit in the Pre-Funding Account by to the Depositor out of its own funds immediately as realized. Any investment earnings Certificate Account for distribution on the Distribution Date occurring in January 2002 as principal to the Holders of the Certificates in accordance with Article V. The Pre-Funding Account shall be treated as owned by the Depositor for federal and state income tax purposes. (c) On the Closing Date, the Indenture Trustee (as instructed by the Depositor) will deposit into the Pre-Funding Account from the proceeds an asset of the sale of the Notes, on behalf of the Noteholders, the Original Pre-Funded Amount. (d) On each Subsequent Transfer Date, the Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account Trust Fund but not be an amount equal to 100% of the aggregate Principal Balances of the Subsequent Mortgage Loans transferred to the Trust on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.05 of this Agreement with respect to such transfer. (e) If (x) the Pre-Funded Amount has not been reduced to zero by the Payment Date occurring in June 2005 or (y) the Pre-Funded Amount has been reduced to $10,000 or less on any Payment Date occurring during the Pre-Funding Period, in either case after giving effect to any reductions in the Pre-Funded Amount on or before such Payment Date, the Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account and deposit to the Payment Account the difference, if any, between (A) the Original Pre-Funded Amount and (B) all amounts theretofore withdrawn from the Pre-Funding Account with respect to Subsequent Mortgage Loans. (f) The Indenture Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee's economic self interest for (i) serving as an investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investment and (iii) effecting transactions in certain Eligible Investments. The Indenture Trustee does not guarantee the performance asset of any Eligible InvestmentREMIC created pursuant to this Agreement. (g) The Indenture Trustee shall have not obligation to invest and reinvest any cash held in the Pre-Funding Account in the absence of timely and specific written investment directions from the Depositor. In no event shall the Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Depositor to provide timely written investment direction.

The Pre-Funding Account. (a) The Indenture Trustee shall establish and maintain with itself a separatemaintain, nonon behalf of the Noteholders, the Pre-interest bearing trust account (Funding Account. On the "PREClosing Date the Depositor shall remit the Original Pre-FUNDING ACCOUNT") entitled "Deutsche Bank National Trust CompanyFunded Amount to the Indenture Trustee for deposit in the Pre-Funding Account. On each Subsequent Transfer Date, as upon satisfaction of the conditions in Section 2.01 of the Sale and Servicing Agreement, the Indenture Trustee, in trust for Trustee shall withdraw from the registered holders of GreenPoint Mortgage Funding Trust 2005-HE1, Asset-Backed Notes, Series 2005-HE1." The Pre-Funding Account 100% of the aggregate of the Cut-off Date Principal Balances of the Subsequent Mortgage Loans sold to the Trust Fund on the Subsequent Transfer Date and pay that amount to the order of the Seller. On the Business Day before the Payment Date following the end of the Funding Period, the Indenture Trustee shall (i) withdraw the unused Pre-Funded Amount from the Pre-Funding Account, (ii) promptly deposit such amount in the Payment Account, and (iii) pay such amount to the Notes on the Payment Date pursuant to Section 4.02. The amount deposited in the Payment Account pursuant to the preceding paragraph shall be an Eligible net of any investment earnings on the amounts on deposit in the Pre-Funding Account. (b) The Depositor may cause the institution maintaining the Pre-Funding Account to Indenture Trustee shall invest any funds in the Pre-Funding Account Account, as directed by the Seller, in Eligible Investments Permitted Investments, which shall mature or otherwise be available not later than the Business Day next immediately preceding the first Payment Date or, with the approval of the Rating Agencies, on the Payment Date next following that follows the date of such investment (except that any investment in an obligation of the institution with investment, and which the Pre-Funding Account is maintained may mature on or before 12:00 noon, New York time, on such Payment Date) and shall not be sold or disposed of prior to its maturity. At any time when the Indenture Trustee is maintaining the Pre-Funding Account, any request by the Depositor to invest funds on deposit All Permitted Investments in the Pre-Funding Account shall be in writing, shall be 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, and shall certify that the requested investment is an Eligible Investment which matures at or prior to the time required hereby. Any such investment shall be registered in the name of the Indenture Trustee, as trustee hereunder or in the name of its nominee, and to the extent such investments are certificated they shall be maintained in the possession of the Indenture Trustee. All income and gain realized from any such investment shall be for the benefit of the DepositorSeller. The amount of any losses incurred in respect of the principal amount of any such investment shall be deposited in the Pre-Funding Account in respect of any such investments shall be paid by the Depositor out of its own funds immediately as realized. Any investment earnings on the Pre-Funding Account shall be treated as owned by the Depositor for federal and state income tax purposes. (c) On the Closing Date, Seller to the Indenture Trustee (as instructed by the Depositor) will for deposit into the Pre-Funding Account from the proceeds out of the sale of the Notes, on behalf of the Noteholders, the Original Pre-Funded Amount. (d) On each Subsequent Transfer Date, the Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to 100% of the aggregate Principal Balances of the Subsequent Mortgage Loans transferred to the Trust on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.05 of this Agreement with respect to such transfer. (e) If (x) the Pre-Funded Amount has not been reduced to zero by the Payment Date occurring in June 2005 or (y) the Pre-Funded Amount has been reduced to $10,000 or less on any Payment Date occurring during the Pre-Funding Period, in either case after giving effect to any reductions in the Pre-Funded Amount on or before such Payment Date, the Depositor shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account and deposit to the Payment Account the difference, if any, between (A) the Original Pre-Funded Amount and (B) all amounts theretofore withdrawn from the Pre-Funding Account with respect to Subsequent Mortgage Loans. (f) The Indenture Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the TrusteeSeller's economic self interest for (i) serving own funds immediately as an investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investment and (iii) effecting transactions in certain Eligible Investmentsrealized. The Indenture Trustee does shall not guarantee be liable for the performance amount of any Eligible Investment. (g) The Indenture Trustee shall have not obligation to invest and reinvest loss incurred in respect of any cash investment or lack of investment of funds held in the Pre-Funding Account and made in the absence of timely and specific written investment directions from the Depositor. In no event shall the Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Depositor to provide timely written investment directionaccordance with this Section.