Common use of Claims against the Note Insurance Policy Clause in Contracts

Claims against the Note Insurance Policy. (a) No later than two (2) Business Days prior to each Payment Date, the Indenture Trustee shall determine with respect to the immediately following Payment Date, the amount required to be on deposit in each Payment Account on such Payment Date as a result of the Master Servicer’s remittance of the Servicer Remittance Amount on the related Servicer Payment Date. (b) If the Servicer Remittance Report with respect to any Payment Date indicates that an Insured Amount shall be payable for any Group, after giving effect to the distributions specified in Section 8.02 (calculating such distributions without giving effect to any Insured Amount to be paid by the Note Insurer on such Payment Date) the Indenture Trustee shall complete a Notice in the form of Exhibit A to the Note Insurance Policy and submit such notice to the Note Insurer no later than 12:00 noon New York City time (9:00 Los Angeles time) on the second Business Day preceding such Payment Date as a claim for an Insured Amount. (c) The Indenture Trustee shall establish an Eligible Account (which may be a subaccount of the Payment Account) for the benefit of Holders of the Notes and the Note Insurer referred to herein as the “Note Insurance Payment Account” over which the Indenture Trustee shall have exclusive control and sole right of withdrawal. The Indenture Trustee shall deposit upon receipt any amount paid under the Note Insurance Policy in the Note Insurance Payment Account and distribute such amount only for purposes of payment to the Noteholders of the related Group of the Insured Amount for such Group for which a claim was made and such amount may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Indenture Trustee or the Trust. Amounts paid under the Note Insurance Policy, to the extent needed to pay the Insured Amount shall be disbursed by the Indenture Trustee to the Noteholders in accordance with Section 8.02. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Insured Amount with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Notes to be paid from funds transferred from the Note Insurance Payment Account shall be noted as provided in subsection (d) of this Section 8.03 in the Note Register and in the Indenture Trustee’s Remittance Report. Funds held in the Note Insurance Payment Account shall not be invested. Any funds remaining in the Note Insurance Payment Account on the first Business Day following a Payment Date shall be returned to the Note Insurer pursuant to the written Instructions of the Note Insurer by the end of such Business Day. (d) The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Note from moneys received under the Note Insurance Policy. The Note Insurer shall have the right to inspect such records at reasonable times during normal business hours upon one (1) Business Day’s prior written notice to the Indenture Trustee. (e) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any Insured Amount has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Note Insurer, shall comply with the provisions of the Note Insurance Policy to obtain payment by the Note Insurer of such voided Insured Amount, and shall, at the time it provides notice to the Note Insurer, notify, by mail to the Noteholders of the affected Notes that, in the event any Noteholder’s Insured Amount is so recovered, such Noteholder will be entitled to payment pursuant to the Note Insurance Policy, a copy of which shall be made available through the Indenture Trustee, the Note Insurer or the Note Insurer’s fiscal agent, if any, and the Indenture Trustee shall furnish to the Note Insurer or its fiscal agent, if any, its records evidencing the payments which have been made by the Indenture Trustee and subsequently recovered from the Noteholders, and dates on which such payments were made. (f) The Indenture Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action, of which a Responsible Officer of the Indenture Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a “Preference Claim”) of any payment made with respect to the Notes. Each Noteholder, by its purchase of Notes, the Master Servicer, the Backup Servicer, and the Indenture Trustee agree that, the Note Insurer (so long as no Note Insurer Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to such Preference Claim and (ii) the posting of any surety, supersede as or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Note Insurer shall be subrogated to, and each Noteholder, the Master Servicer, the Backup Servicer and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of the Master Servicer, the Backup Servicer, the Indenture Trustee and each Noteholder in the conduct of any such Preference Claim, including, without limitation, all rights of any party to any adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (g) The Indenture Trustee shall, upon retirement of the Notes, furnish to the Note Insurer a notice of such retirement, and, upon retirement of the Notes and the expiration of the term of the Note Insurance Policy, surrender the Note Insurance Policy to the Note Insurer for cancellation. (h) Unless a Note Insurer Default exists and is continuing, the Indenture Trustee and the Trust shall cooperate in all respects with any reasonable request by the Note Insurer for action to preserve or enforce the Note Insurer’s rights or interests hereunder without limiting the rights or affecting the interests of the Noteholders as otherwise set forth herein. (i) Each Noteholder, by its purchase of Notes, and the Indenture Trustee hereby agrees that, unless a Note Insurer Default exists and is continuing, the Note Insurer shall have the right to direct all matters relating to the Notes in any proceeding in a bankruptcy of the Trust, including without limitation any proceeding relating to a Preference Amount and the posting of any surety or Note pending any such appeal. (j) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on the Notes which is made with moneys received pursuant to the terms of the Note Insurance Policy shall not be considered payment of the Notes from the Trust. The Trust and the Indenture Trustee acknowledge, and each Holder by its acceptance of a Note agrees, that without the need for any further action on the part of the Note Insurer, the Trust, the Indenture Trustee or the Note Registrar (x) to the extent the Note Insurer makes payments, directly or indirectly, on account of principal of or interest on the Notes to the Holders of such Notes, the Note Insurer will be fully subrogated to, and each Noteholder, the Trust and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust, including, without limitation, any amounts due to the Noteholders in respect of securities law violations arising from the offer and sale of the Notes, and (y) the Note Insurer shall be paid such amounts from the sources and in the manner provided herein for the payment of such amounts.

Claims against the Note Insurance Policy. (a) No later than two (2) Business Days prior to each Payment Date, the Indenture Trustee shall determine with respect to the immediately following Payment Date, the amount required to be on deposit in each Payment Account on such Payment Date as a result of the Master Servicer’s 's remittance of the Servicer Remittance Amount on the related Servicer Payment Date. (b) If the Servicer Remittance Report with respect to any Payment Date indicates that an Insured Amount shall be payable for any Group, after giving effect to the distributions specified in Section 8.02 (calculating such distributions without giving effect to any Insured Amount to be paid by the Note Insurer on such Payment Date) the Indenture Trustee shall complete a Notice in the form of Exhibit A to the Note Insurance Policy and submit such notice to the Note Insurer no later than 12:00 noon New York City time (9:00 Los Angeles time) on the second Business Day preceding such Payment Date as a claim for an Insured Amount. (c) The Indenture Trustee shall establish an Eligible Account (which may be a subaccount of the Payment Account) for the benefit of Holders of the Notes and the Note Insurer referred to herein as the “"Note Insurance Payment Account” " over which the Indenture Trustee shall have exclusive control and sole right of withdrawal. The Indenture Trustee shall deposit upon receipt any amount paid under the Note Insurance Policy in the Note Insurance Payment Account and distribute such amount only for purposes of payment to the Noteholders of the related Group of the Insured Amount for such Group for which a claim was made and such amount may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Indenture Trustee or the Trust. Amounts paid under the Note Insurance Policy, to the extent needed to pay the Insured Amount shall be disbursed by the Indenture Trustee to the Noteholders in accordance with Section 8.02. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Insured Amount with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Notes to be paid from funds transferred from the Note Insurance Payment Account shall be noted as provided in subsection (d) of this Section 8.03 in the Note Register and in the Indenture Trustee’s Remittance Report. Funds held in the Note Insurance Payment Account shall not be invested. Any funds remaining in the Note Insurance Payment Account on the first Business Day following a Payment Date shall be returned to the Note Insurer pursuant to the written Instructions of the Note Insurer by the end of such Business Day8. (d) The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Note from moneys received under the Note Insurance Policy. The Note Insurer shall have the right to inspect such records at reasonable times during normal business hours upon one (1) Business Day’s prior written notice to the Indenture Trustee. (e) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any Insured Amount has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Note Insurer, shall comply with the provisions of the Note Insurance Policy to obtain payment by the Note Insurer of such voided Insured Amount, and shall, at the time it provides notice to the Note Insurer, notify, by mail to the Noteholders of the affected Notes that, in the event any Noteholder’s Insured Amount is so recovered, such Noteholder will be entitled to payment pursuant to the Note Insurance Policy, a copy of which shall be made available through the Indenture Trustee, the Note Insurer or the Note Insurer’s fiscal agent, if any, and the Indenture Trustee shall furnish to the Note Insurer or its fiscal agent, if any, its records evidencing the payments which have been made by the Indenture Trustee and subsequently recovered from the Noteholders, and dates on which such payments were made. (f) The Indenture Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action, of which a Responsible Officer of the Indenture Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a “Preference Claim”) of any payment made with respect to the Notes. Each Noteholder, by its purchase of Notes, the Master Servicer, the Backup Servicer, and the Indenture Trustee agree that, the Note Insurer (so long as no Note Insurer Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to such Preference Claim and (ii) the posting of any surety, supersede as or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Note Insurer shall be subrogated to, and each Noteholder, the Master Servicer, the Backup Servicer and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of the Master Servicer, the Backup Servicer, the Indenture Trustee and each Noteholder in the conduct of any such Preference Claim, including, without limitation, all rights of any party to any adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (g) The Indenture Trustee shall, upon retirement of the Notes, furnish to the Note Insurer a notice of such retirement, and, upon retirement of the Notes and the expiration of the term of the Note Insurance Policy, surrender the Note Insurance Policy to the Note Insurer for cancellation. (h) Unless a Note Insurer Default exists and is continuing, the Indenture Trustee and the Trust shall cooperate in all respects with any reasonable request by the Note Insurer for action to preserve or enforce the Note Insurer’s rights or interests hereunder without limiting the rights or affecting the interests of the Noteholders as otherwise set forth herein. (i) Each Noteholder, by its purchase of Notes, and the Indenture Trustee hereby agrees that, unless a Note Insurer Default exists and is continuing, the Note Insurer shall have the right to direct all matters relating to the Notes in any proceeding in a bankruptcy of the Trust, including without limitation any proceeding relating to a Preference Amount and the posting of any surety or Note pending any such appeal. (j) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on the Notes which is made with moneys received pursuant to the terms of the Note Insurance Policy shall not be considered payment of the Notes from the Trust. The Trust and the Indenture Trustee acknowledge, and each Holder by its acceptance of a Note agrees, that without the need for any further action on the part of the Note Insurer, the Trust, the Indenture Trustee or the Note Registrar (x) to the extent the Note Insurer makes payments, directly or indirectly, on account of principal of or interest on the Notes to the Holders of such Notes, the Note Insurer will be fully subrogated to, and each Noteholder, the Trust and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust, including, without limitation, any amounts due to the Noteholders in respect of securities law violations arising from the offer and sale of the Notes, and (y) the Note Insurer shall be paid such amounts from the sources and in the manner provided herein for the payment of such amounts.

Claims against the Note Insurance Policy. (a) No later than two (2) Business Days prior to each Payment Date, the Indenture Trustee shall determine with respect to the immediately following Payment Date, the amount required to be on deposit in each Payment Account on such Payment Date as a result of the Master Servicer’s remittance of the Servicer Remittance Amount on the related Servicer Payment Remittance Date. (b) If the Servicer Remittance Report with respect to any Payment Date indicates that an Insured Amount shall be payable for any Group, after giving effect to the distributions specified in Section 8.02 (calculating such distributions without giving effect to any Insured Amount to be paid by the Note Insurer on such Payment Date) ), the Indenture Trustee shall complete a Notice in the form of Exhibit A to the Note Insurance Policy and submit such notice to the Note Insurer no later than 12:00 noon New York City time (9:00 Los Angeles time) on the second Business Day preceding such Payment Date as a claim for an Insured Amount. (c) The Indenture Trustee shall establish an Eligible Account (which may be a subaccount of the Payment Account) for the benefit of Holders of the Notes and the Note Insurer referred to herein as the “Note Insurance Payment Account” over which the Indenture Trustee shall have exclusive control and sole right of withdrawal. The Indenture Trustee shall deposit upon receipt any amount paid under the Note Insurance Policy in the Note Insurance Payment Account and distribute such amount only for purposes of payment to the Noteholders of the related Group of the Insured Amount for such Group for which a claim was made and such amount may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Indenture Trustee or the Trust. Amounts paid under the Note Insurance Policy, to the extent needed to pay the Insured Amount shall be disbursed by the Indenture Trustee to the Noteholders in accordance with Section 8.02. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Insured Amount with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Notes to be paid from funds transferred from the Note Insurance Payment Account shall be noted as provided in subsection (d) of this Section 8.03 in the Note Register and in the Indenture Trustee’s Remittance Report. Funds held in the Note Insurance Payment Account shall not be invested. Any funds remaining in the Note Insurance Payment Account on the first Business Day following a Payment Date shall be returned to the Note Insurer pursuant to the written Instructions of the Note Insurer by the end of such Business Day. (d) The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Note from moneys received under the Note Insurance Policy. The Note Insurer shall have the right to inspect such records at reasonable times during normal business hours upon one (1) Business Day’s prior written notice to the Indenture Trustee. (e) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any Insured Amount has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Note Insurer, shall comply with the provisions of the Note Insurance Policy to obtain payment by the Note Insurer of such voided Insured Amount, and shall, at the time it provides notice to the Note Insurer, notify, by mail to the Noteholders of the affected Notes that, in the event any Noteholder’s Insured Amount is so recovered, such Noteholder will be entitled to payment pursuant to the Note Insurance Policy, a copy of which shall be made available through the Indenture Trustee, the Note Insurer or the Note Insurer’s fiscal agent, if any, and the Indenture Trustee shall furnish to the Note Insurer or its fiscal agent, if any, its records evidencing the payments which have been made by the Indenture Trustee and subsequently recovered from the Noteholders, and dates on which such payments were made. (f) The Indenture Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action, of which a Responsible Officer of the Indenture Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a “Preference Claim”) of any payment made with respect to the Notes. Each Noteholder, by its purchase of Notes, the Master Servicer, the Backup Servicer, and the Indenture Trustee agree that, the Note Insurer (so long as no Note Insurer Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to such Preference Claim and (ii) the posting of any surety, supersede as or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Note Insurer shall be subrogated to, and each Noteholder, the Master Servicer, the Backup Servicer and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of the Master Servicer, the Backup Servicer, the Indenture Trustee and each Noteholder in the conduct of any such Preference Claim, including, without limitation, all rights of any party to any adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (g) The Indenture Trustee shall, upon retirement of the Notes, furnish to the Note Insurer a notice of such retirement, and, upon retirement of the Notes and the expiration of the term of the Note Insurance Policy, surrender the Note Insurance Policy to the Note Insurer for cancellation. (h) Unless a Note Insurer Default exists and is continuing, the Indenture Trustee and the Trust shall cooperate in all respects with any reasonable request by the Note Insurer for action to preserve or enforce the Note Insurer’s rights or interests hereunder without limiting the rights or affecting the interests of the Noteholders as otherwise set forth herein. (i) Each Noteholder, by its purchase of Notes, and the Indenture Trustee hereby agrees that, unless a Note Insurer Default exists and is continuing, the Note Insurer shall have the right to direct all matters relating to the Notes in any proceeding in a bankruptcy of the Trust, including without limitation any proceeding relating to a Preference Amount and the posting of any surety or Note pending any such appeal. (j) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on the Notes which is made with moneys received pursuant to the terms of the Note Insurance Policy shall not be considered payment of the Notes from the Trust. The Trust and the Indenture Trustee acknowledge, and each Holder by its acceptance of a Note agrees, that without the need for any further action on the part of the Note Insurer, the Trust, the Indenture Trustee or the Note Registrar (x) to the extent the Note Insurer makes payments, directly or indirectly, on account of principal of or interest on the Notes to the Holders of such Notes, the Note Insurer will be fully subrogated to, and each Noteholder, the Trust and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust, including, without limitation, any amounts due to the Noteholders in respect of securities law violations arising from the offer and sale of the Notes, and (y) the Note Insurer shall be paid such amounts from the sources and in the manner provided herein for the payment of such amounts.

Claims against the Note Insurance Policy. (a) No later than two (2) Business Days prior to each Payment Date, the Indenture Trustee shall determine with respect to the immediately following Payment Date, the amount required to be on deposit in each Payment Account on such Payment Date as a result of the Master Servicer’s remittance of the Servicer Remittance Amount on the related Servicer Payment Remittance Date. (b) If the Servicer Remittance Report with respect to any Payment Date indicates that an Insured Amount shall be payable for any Group, after giving effect to the distributions specified in Section 8.02 (calculating such distributions without giving effect to any Insured Amount to be paid by the Note Insurer on such Payment Date) ), the Indenture Trustee shall complete a Notice in the form of Exhibit A to the Note Insurance Policy and submit such notice to the Note Insurer no later than 12:00 noon New York City time (9:00 Los Angeles time) on the second Business Day preceding such Payment Date as a claim for an Insured Amount. (c) The Indenture Trustee shall establish an Eligible Account (which may be a subaccount of the Payment Account) for the benefit of Holders of the Notes and the Note Insurer referred to herein as the “Note Insurance Payment Account” over which the Indenture Trustee shall have exclusive control and sole right of withdrawal. The Indenture Trustee shall deposit upon receipt any amount paid under the Note Insurance Policy in the Note Insurance Payment Account and distribute such amount only for purposes of payment to the Noteholders of the related Group of the Insured Amount for such Group for which a claim was made and such amount may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Indenture Trustee or the TrustIssuing Entity. Amounts paid under the Note Insurance Policy, to the extent needed to pay the Insured Amount shall be disbursed by the Indenture Trustee to the Noteholders in accordance with Section 8.02. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Insured Amount with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Notes to be paid from funds transferred from the Note Insurance Payment Account shall be noted as provided in subsection (d) of this Section 8.03 in the Note Register and in the Indenture Trustee’s Remittance Report. Funds held in the Note Insurance Payment Account shall not be invested. Any funds remaining in the Note Insurance Payment Account on the first Business Day following a Payment Date shall be returned to the Note Insurer pursuant to the written Instructions of the Note Insurer by the end of such Business Day. (d) The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Note from moneys received under the Note Insurance Policy. The Note Insurer shall have the right to inspect such records at reasonable times during normal business hours upon one (1) Business Day’s prior written notice to the Indenture Trustee. (e) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any Insured Amount has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Note Insurer, shall comply with the provisions of the Note Insurance Policy to obtain payment by the Note Insurer of such voided Insured Amount, and shall, at the time it provides notice to the Note Insurer, notify, by mail to the Noteholders of the affected Notes that, in the event any Noteholder’s Insured Amount is so recovered, such Noteholder will be entitled to payment pursuant to the Note Insurance Policy, a copy of which shall be made available through the Indenture Trustee, the Note Insurer or the Note Insurer’s fiscal agent, if any, and the Indenture Trustee shall furnish to the Note Insurer or its fiscal agent, if any, its records evidencing the payments which have been made by the Indenture Trustee and subsequently recovered from the Noteholders, and dates on which such payments were made. (f) The Indenture Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action, of which a Responsible Officer of the Indenture Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a “Preference Claim”) of any payment made with respect to the Notes. Each Noteholder, by its purchase of Notes, the Master Servicer, the Backup Servicer, Servicer and the Indenture Trustee agree that, the Note Insurer (so long as no Note Insurer Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to such Preference Claim and (ii) the posting of any surety, supersede as or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Note Insurer shall be subrogated to, and each Noteholder, the Master Servicer, the Backup Servicer and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of the Master Servicer, the Backup Servicer, the Indenture Trustee and each Noteholder in the conduct of any such Preference Claim, including, without limitation, all rights of any party to any adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (g) The Indenture Trustee shall, upon retirement of the Notes, furnish to the Note Insurer a notice of such retirement, and, upon retirement of the Notes and the expiration of the term of the Note Insurance Policy, surrender the Note Insurance Policy to the Note Insurer for cancellation. (h) Unless a Note Insurer Default exists and is continuing, the Indenture Trustee and the Trust Issuing Entity shall cooperate in all respects with any reasonable request by the Note Insurer for action to preserve or enforce the Note Insurer’s rights or interests hereunder without limiting the rights or affecting the interests of the Noteholders as otherwise set forth herein. (i) Each Noteholder, by its purchase of Notes, and the Indenture Trustee hereby agrees that, unless a Note Insurer Default exists and is continuing, the Note Insurer shall have the right to direct all matters relating to the Notes in any proceeding in a bankruptcy of the TrustIssuing Entity, including without limitation any proceeding relating to a Preference Amount and the posting of any surety or Note pending any such appeal. (j) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on the Notes which is made with moneys received pursuant to the terms of the Note Insurance Policy shall not be considered payment of the Notes from the TrustIssuing Entity. The Trust Issuing Entity and the Indenture Trustee acknowledge, and each Holder by its acceptance of a Note agrees, that without the need for any further action on the part of the Note Insurer, the TrustIssuing Entity, the Indenture Trustee or the Note Registrar (x) to the extent the Note Insurer makes payments, directly or indirectly, on account of principal of or interest on the Notes to the Holders of such Notes, the Note Insurer will be fully subrogated to, and each Noteholder, the Trust Issuing Entity and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the TrustIssuing Entity, including, without limitation, any amounts due to the Noteholders in respect of securities law violations arising from the offer and sale of the Notes, and (y) the Note Insurer shall be paid such amounts from the sources and in the manner provided herein for the payment of such amounts.

Claims against the Note Insurance Policy. (a) No later than Within two (2) Business Days prior to of receipt of each Payment DateServicer Remittance Report, the Indenture Trustee shall determine with respect to the immediately following Payment Date, the amount required to be on deposit in each Payment Account on such Payment Date as a result of the Master (i) Servicer’s 's remittance of the Servicer Remittance Amount on the related Servicer Payment Date, and (ii) any transfers to each Payment Account made from the related Capitalized Interest Account and/or the related Pre- Funding Account relating to such Payment Date pursuant to Section 8.01 hereof, excluding the amount of any Insured Payment and prior to the application of the amounts described in clauses (i) through (viii) of Section 8.02 hereof for the related Payment Date. (b) If the Servicer Remittance Report with respect to on any Payment Date indicates that there is an Insured Amount shall be payable Available Funds Shortfall for any GroupPool, after giving effect to the distributions specified in Section 8.02 (calculating such distributions without giving effect to any Insured Amount to be paid by the Note Insurer on such Payment Date) the Indenture Trustee shall complete a Notice in the form of Exhibit A to the Note Insurance Policy and submit such notice to the Note Insurer no later than 12:00 noon New York City time (9:00 Los Angeles time) on the second Business Day preceding such Payment Date as a claim for an Insured AmountPayment in an amount equal to such Available Funds Shortfall for such Pool. (c) The Indenture Trustee shall establish an a separate Eligible Account (which may be a subaccount of the Payment Account) for the benefit of Holders of the Notes and the Note Insurer referred to herein as the “"Note Insurance Payment Account” " over which the Indenture Trustee shall have exclusive control and sole right of withdrawal. The Indenture Trustee shall deposit upon receipt any amount paid under the Note Insurance Policy in the Note Insurance Payment Account and distribute such amount only for purposes of payment to the Noteholders of the related Group Pool of the Insured Payment Amount for such Group Pool for which a claim was made and such amount may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Indenture Trustee or the Trust. Amounts paid under the Note Insurance Policy, to the extent needed to pay the Insured Payment Amount shall be transferred to the related Payment Account on the related Payment Date and disbursed by the Indenture Trustee to the Noteholders in accordance with Section 8.02. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Insured Amount with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Notes to be paid from funds transferred from the Note Insurance Payment Account shall be noted as provided in subsection (d) of this Section 8.03 in the Note Register and in the Indenture Trustee’s Remittance Report. Funds held in the Note Insurance Payment Account shall not be invested. Any funds remaining in the Note Insurance Payment Account on the first Business Day following a Payment Date shall be returned to the Note Insurer pursuant to the written Instructions of the Note Insurer by the end of such Business Day8. (d) The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Note from moneys received under the Note Insurance Policy. The Note Insurer shall have the right to inspect such records at reasonable times during normal business hours upon one (1) Business Day’s prior written notice to the Indenture Trustee. (e) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any Insured Amount has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Note Insurer, shall comply with the provisions of the Note Insurance Policy to obtain payment by the Note Insurer of such voided Insured Amount, and shall, at the time it provides notice to the Note Insurer, notify, by mail to the Noteholders of the affected Notes that, in the event any Noteholder’s Insured Amount is so recovered, such Noteholder will be entitled to payment pursuant to the Note Insurance Policy, a copy of which shall be made available through the Indenture Trustee, the Note Insurer or the Note Insurer’s fiscal agent, if any, and the Indenture Trustee shall furnish to the Note Insurer or its fiscal agent, if any, its records evidencing the payments which have been made by the Indenture Trustee and subsequently recovered from the Noteholders, and dates on which such payments were made. (f) The Indenture Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action, of which a Responsible Officer of the Indenture Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a “Preference Claim”) of any payment made with respect to the Notes. Each Noteholder, by its purchase of Notes, the Master Servicer, the Backup Servicer, and the Indenture Trustee agree that, the Note Insurer (so long as no Note Insurer Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to such Preference Claim and (ii) the posting of any surety, supersede as or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Note Insurer shall be subrogated to, and each Noteholder, the Master Servicer, the Backup Servicer and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of the Master Servicer, the Backup Servicer, the Indenture Trustee and each Noteholder in the conduct of any such Preference Claim, including, without limitation, all rights of any party to any adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (g) The Indenture Trustee shall, upon retirement of the Notes, furnish to the Note Insurer a notice of such retirement, and, upon retirement of the Notes and the expiration of the term of the Note Insurance Policy, surrender the Note Insurance Policy to the Note Insurer for cancellation. (h) Unless a Note Insurer Default exists and is continuing, the Indenture Trustee and the Trust shall cooperate in all respects with any reasonable request by the Note Insurer for action to preserve or enforce the Note Insurer’s rights or interests hereunder without limiting the rights or affecting the interests of the Noteholders as otherwise set forth herein. (i) Each Noteholder, by its purchase of Notes, and the Indenture Trustee hereby agrees that, unless a Note Insurer Default exists and is continuing, the Note Insurer shall have the right to direct all matters relating to the Notes in any proceeding in a bankruptcy of the Trust, including without limitation any proceeding relating to a Preference Amount and the posting of any surety or Note pending any such appeal. (j) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on the Notes which is made with moneys received pursuant to the terms of the Note Insurance Policy shall not be considered payment of the Notes from the Trust. The Trust and the Indenture Trustee acknowledge, and each Holder by its acceptance of a Note agrees, that without the need for any further action on the part of the Note Insurer, the Trust, the Indenture Trustee or the Note Registrar (x) to the extent the Note Insurer makes payments, directly or indirectly, on account of principal of or interest on the Notes to the Holders of such Notes, the Note Insurer will be fully subrogated to, and each Noteholder, the Trust and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust, including, without limitation, any amounts due to the Noteholders in respect of securities law violations arising from the offer and sale of the Notes, and (y) the Note Insurer shall be paid such amounts from the sources and in the manner provided herein for the payment of such amounts.

Claims against the Note Insurance Policy. (a) No later than two (2) Business Days prior to each Payment Date, the Indenture Trustee shall determine with respect to the immediately following Payment Date, the amount required to be on deposit in each Payment Account on such Payment Date as a result of the Master Servicer’s remittance of the Servicer Remittance Amount on the related Servicer Payment Remittance Date. (b) If the Servicer Remittance Report with respect to any Payment Date indicates that an Insured Amount shall be payable for any Group, after giving effect to the distributions specified in Section 8.02 (calculating such distributions without giving effect to any Insured Amount to be paid by the Note Insurer on such Payment Date) the Indenture Trustee shall complete a Notice in the form of Exhibit A to the Note Insurance Policy and submit such notice to the Note Insurer no later than 12:00 noon New York City time (9:00 Los Angeles time) on the second Business Day preceding such Payment Date as a claim for an Insured Amount. (c) The Indenture Trustee shall establish an Eligible Account (which may be a subaccount of the Payment Account) for the benefit of Holders of the Notes and the Note Insurer referred to herein as the “Note Insurance Payment Account” over which the Indenture Trustee shall have exclusive control and sole right of withdrawal. The Indenture Trustee shall deposit upon receipt any amount paid under the Note Insurance Policy in the Note Insurance Payment Account and distribute such amount only for purposes of payment to the Noteholders of the related Group of the Insured Amount for such Group for which a claim was made and such amount may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Indenture Trustee or the Trust. Amounts paid under the Note Insurance Policy, to the extent needed to pay the Insured Amount shall be disbursed by the Indenture Trustee to the Noteholders in accordance with Section 8.02. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Insured Amount with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Notes to be paid from funds transferred from the Note Insurance Payment Account shall be noted as provided in subsection (d) of this Section 8.03 in the Note Register and in the Indenture Trustee’s Remittance Report. Funds held in the Note Insurance Payment Account shall not be invested. Any funds remaining in the Note Insurance Payment Account on the first Business Day following a Payment Date shall be returned to the Note Insurer pursuant to the written Instructions of the Note Insurer by the end of such Business Day. (d) The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Note from moneys received under the Note Insurance Policy. The Note Insurer shall have the right to inspect such records at reasonable times during normal business hours upon one (1) Business Day’s prior written notice to the Indenture Trustee. (e) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any Insured Amount has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Note Insurer, shall comply with the provisions of the Note Insurance Policy to obtain payment by the Note Insurer of such voided Insured Amount, and shall, at the time it provides notice to the Note Insurer, notify, by mail to the Noteholders of the affected Notes that, in the event any Noteholder’s Insured Amount is so recovered, such Noteholder will be entitled to payment pursuant to the Note Insurance Policy, a copy of which shall be made available through the Indenture Trustee, the Note Insurer or the Note Insurer’s fiscal agent, if any, and the Indenture Trustee shall furnish to the Note Insurer or its fiscal agent, if any, its records evidencing the payments which have been made by the Indenture Trustee and subsequently recovered from the Noteholders, and dates on which such payments were made. (f) The Indenture Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action, of which a Responsible Officer of the Indenture Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a “Preference Claim”) of any payment made with respect to the Notes. Each Noteholder, by its purchase of Notes, the Master Servicer, the Backup Servicer, and the Indenture Trustee agree that, the Note Insurer (so long as no Note Insurer Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to such Preference Claim and (ii) the posting of any surety, supersede as or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Note Insurer shall be subrogated to, and each Noteholder, the Master Servicer, the Backup Servicer and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of the Master Servicer, the Backup Servicer, the Indenture Trustee and each Noteholder in the conduct of any such Preference Claim, including, without limitation, all rights of any party to any adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (g) The Indenture Trustee shall, upon retirement of the Notes, furnish to the Note Insurer a notice of such retirement, and, upon retirement of the Notes and the expiration of the term of the Note Insurance Policy, surrender the Note Insurance Policy to the Note Insurer for cancellation. (h) Unless a Note Insurer Default exists and is continuing, the Indenture Trustee and the Trust shall cooperate in all respects with any reasonable request by the Note Insurer for action to preserve or enforce the Note Insurer’s rights or interests hereunder without limiting the rights or affecting the interests of the Noteholders as otherwise set forth herein. (i) Each Noteholder, by its purchase of Notes, and the Indenture Trustee hereby agrees that, unless a Note Insurer Default exists and is continuing, the Note Insurer shall have the right to direct all matters relating to the Notes in any proceeding in a bankruptcy of the Trust, including without limitation any proceeding relating to a Preference Amount and the posting of any surety or Note pending any such appeal. (j) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on the Notes which is made with moneys received pursuant to the terms of the Note Insurance Policy shall not be considered payment of the Notes from the Trust. The Trust and the Indenture Trustee acknowledge, and each Holder by its acceptance of a Note agrees, that without the need for any further action on the part of the Note Insurer, the Trust, the Indenture Trustee or the Note Registrar (x) to the extent the Note Insurer makes payments, directly or indirectly, on account of principal of or interest on the Notes to the Holders of such Notes, the Note Insurer will be fully subrogated to, and each Noteholder, the Trust and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust, including, without limitation, any amounts due to the Noteholders in respect of securities law violations arising from the offer and sale of the Notes, and (y) the Note Insurer shall be paid such amounts from the sources and in the manner provided herein for the payment of such amounts.

Claims against the Note Insurance Policy. (a) No later than two (2) Business Days prior to each Payment Date, the Indenture Trustee shall determine with respect to the immediately following Payment Date, the amount required to be on deposit in each Payment Account on such Payment Date as a result of the Master Servicer’s 's remittance of the Servicer Remittance Amount on the related Servicer Payment Date. (b) If the Servicer Remittance Report with respect to any Payment Date indicates that an Insured Amount shall be payable for any Group, after giving effect to the distributions specified in Section 8.02 (calculating such distributions without giving effect to any Insured Amount to be paid by the Note Insurer on such Payment Date) the Indenture Trustee shall complete a Notice in the form of Exhibit A to the Note Insurance Policy and submit such notice to the Note Insurer no later than 12:00 noon New York City time (9:00 Los Angeles time) on the second Business Day preceding such Payment Date as a claim for an Insured Amount. (c) The Indenture Trustee shall establish an Eligible Account (which may be a subaccount of the Payment Account) for the benefit of Holders of the Notes and the Note Insurer referred to herein as the “"Note Insurance Payment Account” " over which the Indenture Trustee shall have exclusive control and sole right of withdrawal. The Indenture Trustee shall deposit upon receipt any amount paid under the Note Insurance Policy in the Note Insurance Payment Account and distribute such amount only for purposes of payment to the Noteholders of the related Group of the Insured Amount for such Group for which a claim was made and such amount may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Indenture Trustee or the Trust. Amounts paid under the Note Insurance Policy, to the extent needed to pay the Insured Amount shall be disbursed by the Indenture Trustee to the Noteholders in accordance with Section 8.02. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Insured Amount with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Notes to be paid from funds transferred from the Note Insurance Payment Account shall be noted as provided in subsection (d) of this Section 8.03 in the Note Register and in the Indenture Trustee’s Remittance Report. Funds held in the Note Insurance Payment Account shall not be invested. Any funds remaining in the Note Insurance Payment Account on the first Business Day following a Payment Date shall be returned to the Note Insurer pursuant to the written Instructions of the Note Insurer by the end of such Business Day. (d) The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Note from moneys received under the Note Insurance Policy. The Note Insurer shall have the right to inspect such records at reasonable times during normal business hours upon one (1) Business Day’s prior written notice to the Indenture Trustee. (e) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any Insured Amount has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Note Insurer, shall comply with the provisions of the Note Insurance Policy to obtain payment by the Note Insurer of such voided Insured Amount, and shall, at the time it provides notice to the Note Insurer, notify, by mail to the Noteholders of the affected Notes that, in the event any Noteholder’s Insured Amount is so recovered, such Noteholder will be entitled to payment pursuant to the Note Insurance Policy, a copy of which shall be made available through the Indenture Trustee, the Note Insurer or the Note Insurer’s fiscal agent, if any, and the Indenture Trustee shall furnish to the Note Insurer or its fiscal agent, if any, its records evidencing the payments which have been made by the Indenture Trustee and subsequently recovered from the Noteholders, and dates on which such payments were made. (f) The Indenture Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action, of which a Responsible Officer of the Indenture Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a “Preference Claim”) of any payment made with respect to the Notes. Each Noteholder, by its purchase of Notes, the Master Servicer, the Backup Servicer, and the Indenture Trustee agree that, the Note Insurer (so long as no Note Insurer Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to such Preference Claim and (ii) the posting of any surety, supersede as or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Note Insurer shall be subrogated to, and each Noteholder, the Master Servicer, the Backup Servicer and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of the Master Servicer, the Backup Servicer, the Indenture Trustee and each Noteholder in the conduct of any such Preference Claim, including, without limitation, all rights of any party to any adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (g) The Indenture Trustee shall, upon retirement of the Notes, furnish to the Note Insurer a notice of such retirement, and, upon retirement of the Notes and the expiration of the term of the Note Insurance Policy, surrender the Note Insurance Policy to the Note Insurer for cancellation. (h) Unless a Note Insurer Default exists and is continuing, the Indenture Trustee and the Trust shall cooperate in all respects with any reasonable request by the Note Insurer for action to preserve or enforce the Note Insurer’s rights or interests hereunder without limiting the rights or affecting the interests of the Noteholders as otherwise set forth herein. (i) Each Noteholder, by its purchase of Notes, and the Indenture Trustee hereby agrees that, unless a Note Insurer Default exists and is continuing, the Note Insurer shall have the right to direct all matters relating to the Notes in any proceeding in a bankruptcy of the Trust, including without limitation any proceeding relating to a Preference Amount and the posting of any surety or Note pending any such appeal. (j) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on the Notes which is made with moneys received pursuant to the terms of the Note Insurance Policy shall not be considered payment of the Notes from the Trust. The Trust and the Indenture Trustee acknowledge, and each Holder by its acceptance of a Note agrees, that without the need for any further action on the part of the Note Insurer, the Trust, the Indenture Trustee or the Note Registrar (x) to the extent the Note Insurer makes payments, directly or indirectly, on account of principal of or interest on the Notes to the Holders of such Notes, the Note Insurer will be fully subrogated to, and each Noteholder, the Trust and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust, including, without limitation, any amounts due to the Noteholders in respect of securities law violations arising from the offer and sale of the Notes, and (y) the Note Insurer shall be paid such amounts from the sources and in the manner provided herein for the payment of such amounts.50

Claims against the Note Insurance Policy. (a) No later than Within two (2) Business Days prior to of receipt of each Payment DateServicer Remittance Report, the Indenture Trustee shall determine with respect to the immediately following Payment Date, the amount required to be on deposit in each Payment Account on such Payment Date as a result of the Master (i) Servicer’s 's remittance of the Servicer Remittance Amount on the related Servicer Payment Date, and (ii) any transfers to each Payment Account made from the related Capitalized Interest Account and/or the related Pre-Funding Account relating to such Payment Date pursuant to Section 8.01 hereof, excluding the amount of any Insured Payment and prior to the application of the amounts described in clauses (i) through (viii) of Section 8.02 hereof for the related Payment Date. (b) If the Servicer Remittance Report with respect to on any Payment Date indicates that there is an Insured Amount shall be payable Available Funds Shortfall for any Groupeither Pool, after giving effect to the distributions specified in Section 8.02 (calculating such distributions without giving effect to any Insured Amount to be paid by the Note Insurer on such Payment Date) the Indenture Trustee shall complete a Notice in the form of Exhibit A to the Note Insurance Policy and submit such notice to the Note Insurer no later than 12:00 noon New York City time (9:00 Los Angeles time) on the second Business Day preceding such Payment Date as a claim for an Insured AmountPayment in an amount equal to such Available Funds Shortfall for such Pool. (c) The Indenture Trustee shall establish an a separate Eligible Account (which may be a subaccount of the Payment Account) for the benefit of Holders of the Notes and the Note Insurer referred to herein as the “"Note Insurance Payment Account” " over which the Indenture Trustee shall have exclusive control and sole right of withdrawal. The Indenture Trustee shall deposit upon receipt any amount paid under the Note Insurance Policy in the Note Insurance Payment Account and distribute such amount only for purposes of payment to the Noteholders of the related Group Pool of the Insured Payment Amount for such Group Pool for which a claim was made and such amount may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Indenture Trustee or the Trust. Amounts paid under the Note Insurance Policy, to the extent needed to pay the Insured Payment Amount shall be transferred to the related Payment Account on the related Payment Date and disbursed by the Indenture Trustee to the Noteholders in accordance with Section 8.02. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Insured Amount with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Notes to be paid from funds transferred from the Note Insurance Payment Account shall be noted as provided in subsection (d) of this Section 8.03 in the Note Register and in the Indenture Trustee’s Remittance Report. Funds held in the Note Insurance Payment Account shall not be invested. Any funds remaining in the Note Insurance Payment Account on the first Business Day following a Payment Date shall be returned to the Note Insurer pursuant to the written Instructions of the Note Insurer by the end of such Business Day8. (d) The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Note from moneys received under the Note Insurance Policy. The Note Insurer shall have the right to inspect such records at reasonable times during normal business hours upon one (1) Business Day’s prior written notice to the Indenture Trustee. (e) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any Insured Amount has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Note Insurer, shall comply with the provisions of the Note Insurance Policy to obtain payment by the Note Insurer of such voided Insured Amount, and shall, at the time it provides notice to the Note Insurer, notify, by mail to the Noteholders of the affected Notes that, in the event any Noteholder’s Insured Amount is so recovered, such Noteholder will be entitled to payment pursuant to the Note Insurance Policy, a copy of which shall be made available through the Indenture Trustee, the Note Insurer or the Note Insurer’s fiscal agent, if any, and the Indenture Trustee shall furnish to the Note Insurer or its fiscal agent, if any, its records evidencing the payments which have been made by the Indenture Trustee and subsequently recovered from the Noteholders, and dates on which such payments were made. (f) The Indenture Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action, of which a Responsible Officer of the Indenture Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a “Preference Claim”) of any payment made with respect to the Notes. Each Noteholder, by its purchase of Notes, the Master Servicer, the Backup Servicer, and the Indenture Trustee agree that, the Note Insurer (so long as no Note Insurer Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to such Preference Claim and (ii) the posting of any surety, supersede as or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Note Insurer shall be subrogated to, and each Noteholder, the Master Servicer, the Backup Servicer and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of the Master Servicer, the Backup Servicer, the Indenture Trustee and each Noteholder in the conduct of any such Preference Claim, including, without limitation, all rights of any party to any adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (g) The Indenture Trustee shall, upon retirement of the Notes, furnish to the Note Insurer a notice of such retirement, and, upon retirement of the Notes and the expiration of the term of the Note Insurance Policy, surrender the Note Insurance Policy to the Note Insurer for cancellation. (h) Unless a Note Insurer Default exists and is continuing, the Indenture Trustee and the Trust shall cooperate in all respects with any reasonable request by the Note Insurer for action to preserve or enforce the Note Insurer’s rights or interests hereunder without limiting the rights or affecting the interests of the Noteholders as otherwise set forth herein. (i) Each Noteholder, by its purchase of Notes, and the Indenture Trustee hereby agrees that, unless a Note Insurer Default exists and is continuing, the Note Insurer shall have the right to direct all matters relating to the Notes in any proceeding in a bankruptcy of the Trust, including without limitation any proceeding relating to a Preference Amount and the posting of any surety or Note pending any such appeal. (j) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on the Notes which is made with moneys received pursuant to the terms of the Note Insurance Policy shall not be considered payment of the Notes from the Trust. The Trust and the Indenture Trustee acknowledge, and each Holder by its acceptance of a Note agrees, that without the need for any further action on the part of the Note Insurer, the Trust, the Indenture Trustee or the Note Registrar (x) to the extent the Note Insurer makes payments, directly or indirectly, on account of principal of or interest on the Notes to the Holders of such Notes, the Note Insurer will be fully subrogated to, and each Noteholder, the Trust and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust, including, without limitation, any amounts due to the Noteholders in respect of securities law violations arising from the offer and sale of the Notes, and (y) the Note Insurer shall be paid such amounts from the sources and in the manner provided herein for the payment of such amounts.

Claims against the Note Insurance Policy. (ai) No later than two (2) Business Days prior to each Payment DateUpon receipt of Insured Payments from the Note Insurer on behalf of Noteholders, the Indenture Trustee shall determine with respect to deposit such Insured Payments in the immediately following Policy Payments Account. On each Payment Date, pursuant to Section 8.18 hereof, such amounts will be transferred from the amount required to be on deposit in each Policy Payment Account on such Payment Date as a result of the Master Servicer’s remittance of the Servicer Remittance Amount on the related Servicer Payment Date. (b) If the Servicer Remittance Report with respect to any Payment Date indicates that an Insured Amount shall be payable for any Group, after giving effect to the distributions specified in Section 8.02 (calculating such distributions without giving effect to any Insured Amount to be paid by the Note Insurer on such Payment Date) Account and the Indenture Trustee shall complete a Notice distribute such Insured Payments, or the proceeds thereof in the form of Exhibit A accordance with Section 8.03(c), to the Note Insurance Policy and submit such notice to the Note Insurer no later than 12:00 noon New York City time (9:00 Los Angeles time) on the second Business Day preceding such Payment Date as a claim for an Insured AmountNoteholders. (cii) The Indenture Trustee shall establish an Eligible Account (which may be a subaccount i) receive for each Noteholder any Insured Payment from the Note Insurer and (ii) disburse the same to the Noteholders as set forth in Section 8.03(c). Insured Payments disbursed by the Indenture Trustee from proceeds of the Payment Account) for Note Insurance Policy shall not be considered payment by the benefit of Holders Issuer, nor shall such payments discharge the obligation of the Issuer with respect to such Notes and the Note Insurer referred shall be entitled to herein receive the Reimbursement Amount thereof. Nothing contained in this paragraph shall be construed so as the “Note Insurance Payment Account” over which to impose duties or obligations on the Indenture Trustee shall have exclusive control and sole right of withdrawal. The Indenture Trustee shall deposit upon receipt any amount paid under the Note Insurance Policy that are different from or in the Note Insurance Payment Account and distribute such amount only for purposes of payment addition to the Noteholders of the related Group of the Insured Amount for such Group for which a claim was made and such amount may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Indenture Trustee or the Trust. Amounts paid under the Note Insurance Policy, to the extent needed to pay the Insured Amount shall be disbursed by the Indenture Trustee to the Noteholders those expressly set forth in accordance with Section 8.02. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Insured Amount with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Notes to be paid from funds transferred from the Note Insurance Payment Account shall be noted as provided in subsection (d) of this Section 8.03 in the Note Register and in the Indenture Trustee’s Remittance Report. Funds held in the Note Insurance Payment Account shall not be invested. Any funds remaining in the Note Insurance Payment Account on the first Business Day following a Payment Date shall be returned to the Note Insurer pursuant to the written Instructions of the Note Insurer by the end of such Business Day. (d) The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Note from moneys received under the Note Insurance PolicyAgreement. The Note Insurer shall have become the right owner of such unpaid amounts due from the Issuer in respect of such Insured Payments as the deemed assignee and subrogee of such Noteholders and shall be entitled to inspect such records at reasonable times during normal business hours upon one (1) Business Day’s prior written notice to receive the Indenture Trusteereimbursement in respect thereof. (e) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any Insured Amount has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Note Insurer, shall comply with the provisions of the Note Insurance Policy to obtain payment by the Note Insurer of such voided Insured Amount, and shall, at the time it provides notice to the Note Insurer, notify, by mail to the Noteholders of the affected Notes that, in the event any Noteholder’s Insured Amount is so recovered, such Noteholder will be entitled to payment pursuant to the Note Insurance Policy, a copy of which shall be made available through the Indenture Trustee, the Note Insurer or the Note Insurer’s fiscal agent, if any, and the Indenture Trustee shall furnish to the Note Insurer or its fiscal agent, if any, its records evidencing the payments which have been made by the Indenture Trustee and subsequently recovered from the Noteholders, and dates on which such payments were made. (fiii) The Indenture Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action, of which a Responsible Officer of the Indenture Trustee has actual knowledge, seeking the avoidance as constituting a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a “Preference Claim”) Amount in respect of any payment made with respect to on the Notes. Each Noteholder that pays any amount pursuant to a Preference Amount theretofore received by such Noteholder on account of a Note will be entitled to receive reimbursement for such amounts from the Note Insurer in accordance with the terms of the Note Insurance Policy. Each Noteholder, by its purchase of Notes, the Master Servicer, the Backup Servicer, and the Indenture Trustee hereby agree that, the Note Insurer (so long as no Note Insurer Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim Amount direct all matters relating to such Preference ClaimAmount, including, without limitation, (i) the direction of any appeal of any order relating to such Preference Claim Amount and (ii) the posting of any surety, supersede as supersedeas or performance bond Note pending any such appeal. In addition and without limitation of the foregoing, the Note Insurer shall be subrogated to, and each Noteholder, the Master Servicer, the Backup Servicer and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of the Master Servicer, the Backup Servicer, the Indenture Trustee and each Noteholder in the conduct of any such Preference ClaimAmount, including, without limitation, all rights of any party to any adversary proceeding or action with respect to any court order issued in connection with any such Preference ClaimAmount. (g) The Indenture Trustee shall, upon retirement of the Notes, furnish to the Note Insurer a notice of such retirement, and, upon retirement of the Notes and the expiration of the term of the Note Insurance Policy, surrender the Note Insurance Policy to the Note Insurer for cancellation. (h) Unless a Note Insurer Default exists and is continuing, the Indenture Trustee and the Trust shall cooperate in all respects with any reasonable request by the Note Insurer for action to preserve or enforce the Note Insurer’s rights or interests hereunder without limiting the rights or affecting the interests of the Noteholders as otherwise set forth herein. (iiv) Each Noteholder, by its purchase of Notes, and the Indenture Trustee hereby agrees agree that, unless a Note Insurer Default exists and is continuing, the Note Insurer shall have the right to direct all matters relating to the Notes in any proceeding in a bankruptcy of the TrustIssuer, including without limitation any proceeding relating to a Preference Amount and the posting of any surety or Note pending any such appeal. (jv) Anything herein With respect to a Preference Amount, the Indenture Trustee shall be responsible for procuring and delivering the items set forth in the Note Insurance Policy to the contrary notwithstandingNote Insurer. (b) Unless a Note Insurer Default exists and is continuing, the Indenture Trustee shall cooperate in all respects with any payment with respect reasonable request by the Note Insurer for action to principal preserve or enforce the Note Insurer's rights or interests hereunder without limiting the rights or affecting the interests of or interest on the Notes which is made with moneys received pursuant Noteholders as otherwise set forth herein. (c) The Indenture Trustee shall surrender the Note Insurance Policy to the terms Note Insurer for cancellation upon the expiration of the term of the Note Insurance Policy shall not as provided in the Insurance Agreement. (d) With respect to any Payment Date on which an Insured Payment is required to be considered payment of the Notes from the Trust. The Trust and the Indenture Trustee acknowledge, and each Holder by its acceptance of a Note agrees, that without the need for any further action on the part of the Note Insurer, the Trustmade, the Indenture Trustee or the Note Registrar (x) shall deliver to the extent the Note Insurer makes payments, directly or indirectly, on account a Notice of principal of or interest Claim by no later than noon on the Notes third Business Day prior to the Holders of such Notes, the Note Insurer will be fully subrogated to, and each Noteholder, the Trust and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust, including, without limitation, any amounts due to the Noteholders in respect of securities law violations arising from the offer and sale of the Notes, and (y) the Note Insurer shall be paid such amounts from the sources and Payment Date in the manner provided herein for set forth in the payment of such amountsNote Insurance Policy.

Claims against the Note Insurance Policy. (a) No later than two (2) Business Days prior to each Payment Date, the Indenture Trustee shall determine with respect to the immediately following Payment Date, the amount required to be on deposit in each Payment Account on such Payment Date as a result of the (i) Master Servicer’s 's remittance of the Servicer Remittance Amount on the related Servicer Payment Date, and (ii) any transfers to each Payment Account made from the related Capitalized Interest Account and/or the related Pre-Funding Account relating to such Payment Date pursuant to Section 8.01 hereof, excluding the amount of any Insured Payment hereof for the related Payment Date. (b) If the Servicer Remittance Report with respect to on any Payment Date indicates that there is an Insured Amount shall be payable Available Funds Shortfall for any Group, after giving effect to the distributions specified in Section 8.02 (calculating such distributions without giving effect to any Insured Amount to be paid by the Note Insurer on such Payment Date) the Indenture Trustee shall complete a Notice in the form of Exhibit A to the Note Insurance Policy and submit such notice to the Note Insurer no later than 12:00 noon New York City time (9:00 Los Angeles time) on the second Business Day preceding such Payment Date as a claim for an Insured AmountPayment in an amount equal to such Available Funds Shortfall for such Group. (c) The Indenture Trustee shall establish an a separate Eligible Account (which may be a subaccount of the Payment Account) for the benefit of Holders of the Notes and the Note Insurer referred to herein as the “"Note Insurance Payment Account” " over which the Indenture Trustee shall have exclusive control and sole right of withdrawal. The Indenture Trustee shall deposit upon receipt any amount paid under the Note Insurance Policy in the Note Insurance Payment Account and distribute such amount only for purposes of payment to the Noteholders of the related Group of the Insured Payment Amount for such Group for which a claim was made and such amount may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Indenture Trustee or the Trust. Amounts paid under the Note Insurance Policy, to the extent needed to pay the Insured Payment Amount shall be disbursed by the Indenture Trustee to the Noteholders in accordance with Section 8.02. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Insured Amount with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Notes to be paid from funds transferred from the Note Insurance Payment Account shall be noted as provided in subsection (d) of this Section 8.03 in the Note Register and in the Indenture Trustee’s Remittance Report. Funds held in the Note Insurance Payment Account shall not be invested. Any funds remaining in the Note Insurance Payment Account on the first Business Day following a Payment Date shall be returned to the Note Insurer pursuant to the written Instructions of the Note Insurer by the end of such Business Day8. (d) The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Note from moneys received under the Note Insurance Policy. The Note Insurer shall have the right to inspect such records at reasonable times during normal business hours upon one (1) Business Day’s prior written notice to the Indenture Trustee. (e) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any Insured Amount has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Note Insurer, shall comply with the provisions of the Note Insurance Policy to obtain payment by the Note Insurer of such voided Insured Amount, and shall, at the time it provides notice to the Note Insurer, notify, by mail to the Noteholders of the affected Notes that, in the event any Noteholder’s Insured Amount is so recovered, such Noteholder will be entitled to payment pursuant to the Note Insurance Policy, a copy of which shall be made available through the Indenture Trustee, the Note Insurer or the Note Insurer’s fiscal agent, if any, and the Indenture Trustee shall furnish to the Note Insurer or its fiscal agent, if any, its records evidencing the payments which have been made by the Indenture Trustee and subsequently recovered from the Noteholders, and dates on which such payments were made. (f) The Indenture Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action, of which a Responsible Officer of the Indenture Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a “Preference Claim”) of any payment made with respect to the Notes. Each Noteholder, by its purchase of Notes, the Master Servicer, the Backup Servicer, and the Indenture Trustee agree that, the Note Insurer (so long as no Note Insurer Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to such Preference Claim and (ii) the posting of any surety, supersede as or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Note Insurer shall be subrogated to, and each Noteholder, the Master Servicer, the Backup Servicer and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of the Master Servicer, the Backup Servicer, the Indenture Trustee and each Noteholder in the conduct of any such Preference Claim, including, without limitation, all rights of any party to any adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (g) The Indenture Trustee shall, upon retirement of the Notes, furnish to the Note Insurer a notice of such retirement, and, upon retirement of the Notes and the expiration of the term of the Note Insurance Policy, surrender the Note Insurance Policy to the Note Insurer for cancellation. (h) Unless a Note Insurer Default exists and is continuing, the Indenture Trustee and the Trust shall cooperate in all respects with any reasonable request by the Note Insurer for action to preserve or enforce the Note Insurer’s rights or interests hereunder without limiting the rights or affecting the interests of the Noteholders as otherwise set forth herein. (i) Each Noteholder, by its purchase of Notes, and the Indenture Trustee hereby agrees that, unless a Note Insurer Default exists and is continuing, the Note Insurer shall have the right to direct all matters relating to the Notes in any proceeding in a bankruptcy of the Trust, including without limitation any proceeding relating to a Preference Amount and the posting of any surety or Note pending any such appeal. (j) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on the Notes which is made with moneys received pursuant to the terms of the Note Insurance Policy shall not be considered payment of the Notes from the Trust. The Trust and the Indenture Trustee acknowledge, and each Holder by its acceptance of a Note agrees, that without the need for any further action on the part of the Note Insurer, the Trust, the Indenture Trustee or the Note Registrar (x) to the extent the Note Insurer makes payments, directly or indirectly, on account of principal of or interest on the Notes to the Holders of such Notes, the Note Insurer will be fully subrogated to, and each Noteholder, the Trust and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust, including, without limitation, any amounts due to the Noteholders in respect of securities law violations arising from the offer and sale of the Notes, and (y) the Note Insurer shall be paid such amounts from the sources and in the manner provided herein for the payment of such amounts.