Common use of Claims Under Guaranty Policy Clause in Contracts

Claims Under Guaranty Policy. (a) The Insured Securities will be insured by the Guaranty Policy pursuant to the terms set forth therein, notwithstanding any provisions to the contrary contained in the Indenture or this Agreement. All amounts received under the Guaranty Policy shall be used solely for the payment to Securityholders of principal and interest on the Notes. (i) On the Determination Date preceding each Distribution Date, the Indenture Trustee shall determine if a Deficiency Amount exists with respect to each Class of Insured Securities. If a Deficiency Amount does exist with respect to a Class of Insured Securities, the Indenture Trustee shall promptly, but in no event later than 12:00 noon New York City time on the second Business Day preceding the related Distribution Date, make a claim under the Guaranty Policy for such Class in accordance with its terms. (ii) On any date on which the Indenture Trustee receives written notice from the Holder of a Class of Insured Securities that a Preference Amount is payable pursuant to the terms of the Guaranty Policy, the Indenture Trustee shall make a claim for the payment of such Preference Amount and shall deliver the documents required to be delivered under the Guaranty Policy to the Securities Insurer with respect thereto in the manner set forth in the Guaranty Policy. (b) The Securities Insurer is entitled to the benefit of the following provisions in the event that an Insured Payment has been made. Notwithstanding any other provision hereof: (i) The Indenture Trustee (i) shall receive as attorney-in-fact of each Securityholder with respect to which a Deficiency Amount has been determined to exist any Insured Payment from the Securities Insurer and (ii) shall immediately apply all moneys constituting an Insured Payment to the payment to Securityholders of principal and interest on the Notes, by depositing such amounts in the Note Distribution Account for Insured Payments payable on the related Class of Notes, on the immediately succeeding Distribution Date. All amounts received under the Guaranty Policy shall be used solely for the payment to Securityholders of principal and interest on Notes. The Securities Insurer's obligations under the Guaranty Policy with respect to a particular Insured Payment shall be discharged to the extent funds equal to the applicable Insured Payment are received by the Indenture Trustee, whether or not such funds are properly applied by the Indenture Trustee. The parties hereto recognize that the making of an Insured Payment does not relieve any of the parties hereto of any obligation hereunder or under any of the Transaction Documents. (ii) The parties hereto recognize that, to the extent that the Securities Insurer makes payments, directly or indirectly, on account of principal of or interest on the Insured Securities, as applicable, the Securities Insurer shall be subrogated to the rights of the Securityholders to receive distributions of principal and interest in accordance with the terms hereof. (iii) With respect to any Distribution Date, to the extent the Securities Insurer is owed any Securities Insurer Reimbursement Amount (including without limitation any unreimbursed Insured Payments made under the Guaranty Policy plus interest accrued thereon as provided in the Insurance Agreement), the Securities Insurer shall be entitled to distributions pursuant to Sections 5.01(c)(vi) and (vii), and the Indenture Trustee shall otherwise treat the Securities Insurer as the owner of such rights to distributions of any Securities Insurer Reimbursement Amount. (iv) The Securities Insurer shall have the right to institute any suit, action or proceeding at law or in equity under the same terms as a Securityholder may institute any action.

Claims Under Guaranty Policy. (a) If, on the second Business Day prior to the related Payment Date a Deficiency Amount exists, the Indenture Trustee shall give notice to the Securities Insurer and to its direction by telephone or telecopy of the amount of such deficiency by 12:00 noon, New York City time, on such Business Day. (b) At the time of the execution and delivery of this Agreement, and for the purposes of this Agreement, the Indenture Trustee shall establish a separate special purpose trust account for the benefit of the Noteholders called the “Policy Payments Account” and over which the Indenture Trustee shall have exclusive control and sole right of withdrawal. The Insured Securities will be insured by Indenture Trustee shall deposit any amount paid under the Guaranty Policy pursuant in the Policy Payments Account and distribute such amount only for purposes of making the Insured Payments for which a claim was made. Such amounts shall be disbursed by the Indenture Trustee to Noteholders in the same manner as principal and interest payments are to be made with respect to the terms set forth thereinNotes under Sections regarding payment of Notes hereof. It shall not be necessary for such payments to be made by checks or wire transfers separate from the check or wire transfer used to pay Insured Payments with other funds available to make such payments. However, notwithstanding the amount of any provisions payment of principal of or interest on the Notes to be paid from the contrary contained Policy Payments Account shall be noted as provided in (d) below in the Payment Statement to be furnished to Noteholders. Funds held in the Policy Payments Account shall not be invested by the Indenture or this Agreement. All amounts Trustee. (c) Any funds received by the Indenture Trustee as a result of any claim under the Guaranty Policy shall be applied by the Indenture Trustee, subject to Section 3.03 of the Indenture, together with the funds, if any, to be withdrawn from the Note Payment Account, directly to the payment in full of the Insured Payments due on the Notes (including Notes held for the Indenture Trustee’s own account). Funds received by the Indenture Trustee as a result of any claim under the Guaranty Policy shall be deposited by the Indenture Trustee in the Policy Payments Account and used solely for payment to the Noteholders and may not be applied to satisfy any costs, expenses or liabilities of the Indenture Trustee. Any funds remaining in the Policy Payments Account following a Payment Date shall promptly be remitted to the Securities Insurer except for funds held for the payment of Noteholders pursuant to Securityholders Section 3.03 of principal and interest on the NotesIndenture. (id) On The Indenture Trustee shall keep a complete and accurate record of all funds deposited by the Determination Date preceding each Distribution DateSecurities Insurer into the Policy Payments Account and the allocation of such funds to payment of interest on and principal paid in respect of any Note. The Securities Insurer shall have the right to inspect such records at reasonable times upon one Business Day’s prior notice to the Indenture Trustee. (e) Subject to and conditioned upon payment of any interest or principal with respect to the Notes by or on behalf of the Securities Insurer, the Indenture Trustee shall determine if a Deficiency Amount exists assign to the Securities Insurer all rights to the payment of interest or principal on the Notes which are then due to the extent of all payments made by the Securities Insurer and the Securities Insurer may exercise any option, vote, right, power or the like with respect to each Class the Notes to the extent it has made a principal payment pursuant to the Guaranty Policy. The Indenture Trustee agrees that the Securities Insurer shall be subrogated to all of Insured Securities. If the rights to payment of the Noteholders or in relation thereto to the extent that any payment of principal or interest was made to such Holders with payments made under the Guaranty Policy by the Securities Insurer. (f) In the event that the Indenture Trustee has received a Deficiency Amount does exist with respect to certified copy of an order of the appropriate court that any scheduled payment of principal of or interest on a Class of Insured SecuritiesNote has been voided in whole or in part as a Preference Amount, the Indenture Trustee shall promptlyso notify the Securities Insurer, but in no event later than 12:00 noon New York City time on shall comply with the second Business Day preceding the related Distribution Date, make a claim under provisions of the Guaranty Policy for to obtain payment by the Securities Insurer of such Class voided scheduled payment, and shall, at the time it provides notice to the Securities Insurer, notify, by mail to Noteholders that, in accordance with its terms. (ii) On the event that any date on which the Indenture Trustee receives written notice from the Holder of a Class of Insured Securities that a Preference Amount Noteholder’s scheduled payment is payable so recovered, such Noteholders will be entitled to payment pursuant to the terms of the Guaranty Policy, a copy of which shall be made available through the Indenture Trustee, the Securities Insurer or the fiscal agent, if any, and the Indenture Trustee shall make a claim for the payment of such Preference Amount and shall deliver the documents required to be delivered under the Guaranty Policy furnish to the Securities Insurer with respect thereto in or its fiscal agent, if any, its records evidencing the manner set forth in the Guaranty Policy. (b) The Securities Insurer is entitled to the benefit of the following provisions in the event that an Insured Payment has been made. Notwithstanding any other provision hereof: (i) The Indenture Trustee (i) shall receive as attorney-in-fact of each Securityholder with respect to which a Deficiency Amount has been determined to exist any Insured Payment from the Securities Insurer and (ii) shall immediately apply all moneys constituting an Insured Payment to the payment to Securityholders payments of principal of and interest on the Notes, if any, which have been made by depositing the Indenture Trustee and subsequently recovered from Noteholders, and the dates on which such amounts payments were made. (g) The Indenture Trustee shall promptly notify the Securities Insurer of either of the following as to which it has actual knowledge: (i) the commencement of any proceeding by or against the Depositor or the Issuer commenced under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) and (ii) the making of any claim in connection with any Insolvency Proceeding seeking the Note Distribution Account for Insured Payments payable on avoidance as a preferential transfer (a “Preference Claim”) of any payment of principal of, or interest on, the related Class Notes. Each Noteholder, by its purchase of Notes, on the immediately succeeding Distribution Date. All amounts received under the Guaranty Policy shall be used solely for the payment to Securityholders of principal and interest on Notes. The Securities Insurer's obligations under the Guaranty Policy with respect to a particular Insured Payment shall be discharged to the extent funds equal to the applicable Insured Payment are received by the Indenture TrusteeTrustee hereby agree that, whether or so long as a Securities Insurer Default shall not such funds are properly applied by have occurred and be continuing, the Indenture Trustee. The parties hereto recognize that Securities Insurer may at any time during the making of an Insured Payment does not relieve any of the parties hereto continuation of any obligation hereunder or under Insolvency Proceeding direct all matters relating to such Insolvency Proceeding, including, without limitation, (i) all matters relating to any of the Transaction Documents. Preference Claim, (ii) The parties hereto recognize that, the direction of any appeal of any order relating to any Preference Claim at the extent that expense of the Securities Insurer makes paymentsbut subject to reimbursement as provided in the Insurance Agreement and (iii) the posting of any surety, directly supersedes or indirectlyperformance bond pending any such appeal. In addition, on account and without limitation of principal of or interest on the Insured Securitiesforegoing, as applicableset forth (i) hereinbelow, the Securities Insurer shall be subrogated to, and each Noteholder and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law the rights of the Securityholders Indenture Trustee and each Noteholder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to receive distributions of principal and interest an adversary proceeding action with respect to any court under issued in accordance connection with the terms hereofany such Insolvency Proceeding. (iiih) With respect The Indenture Trustee shall furnish to any Distribution Date, to the extent the Securities Insurer or its fiscal agent its records evidencing the payments of principal of and interest on the Notes which have been made by the Indenture Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. (i) Anything herein to the contrary notwithstanding, any payment with respect to the principal of or interest on the Notes which is owed any Securities Insurer Reimbursement Amount (including without limitation any unreimbursed Insured Payments made under with moneys received pursuant to the terms of the Guaranty Policy plus interest accrued thereon as provided shall not be considered payment by the Issuer, shall not discharge the Issuer in respect of its obligation to make such payment and shall not result in the Insurance Agreement), payment of or the Securities Insurer shall be entitled to distributions pursuant to Sections 5.01(c)(vi) and (vii), and provision for the Indenture Trustee shall otherwise treat payment of the Securities Insurer as principal of or interest on the owner Notes within the meaning of such rights to distributions of any Securities Insurer Reimbursement Amount. (iv) The Securities Insurer shall have the right to institute any suit, action or proceeding at law or in equity under the same terms as a Securityholder may institute any action.Section 4.01

Claims Under Guaranty Policy. (a) The Insured Securities Notes and the Certificates will be insured by the Guaranty Policy pursuant to the terms set forth therein, notwithstanding any provisions to the contrary contained in the Indenture or this Agreement. All amounts received under the Guaranty Policy shall be used solely for the payment to Securityholders of principal and interest on the NotesNotes and the Certificates. (i) On the Determination If for any Distribution Date preceding each Distribution Datea Deficiency Amount exists, the Indenture Trustee shall determine if complete a Deficiency Amount exists with respect notice in the form set forth as Exhibit A to each Class of Insured Securities. If a Deficiency Amount does exist with respect the Guaranty Policy (the "Notice") and shall submit such Notice to a Class of Insured Securities, the Indenture Trustee shall promptly, but in Fiscal Agent no event later than 12:00 noon noon, New York City time time, on the second Business Day preceding the related such Distribution Date, make . The Notice shall constitute a claim under for a Guaranteed Payments pursuant to the Guaranty Policy for an amount equal to such Class in accordance with its termsDeficiency Amount. Upon receipt of the Guaranteed Payments, at or prior to the latest time payments of the 67 Guaranteed Payments are to be made by the Securities Insurer pursuant to the Guaranty Policy, on behalf of the Noteholders and Certificateholders, the Indenture Trustee shall distribute such Guaranteed Payments as part of the Noteholders' Distributable Amount under the Indenture to the extent such Guaranteed Payments relate to the Notes and as part of the Certificateholders' Distributable Amount under this Agreement to the extent such Guaranteed Payments relate to the Certificates. (ii) On any date on which In addition, if the Indenture Trustee receives written has notice from that any of the Holder Securityholders have been required to disgorge payments of a Class of Insured Securities that a Preference Amount is payable interest or principal on the related Notes or the related Certificates pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes a voidable preference to such Securityholders within the terms meaning of the Guaranty Policyany applicable bankruptcy laws, then the Indenture Trustee shall make a claim for the payment of such Preference Amount and shall deliver the documents required to be delivered under the Guaranty Policy to notify the Securities Insurer with respect thereto in the manner as set forth in the Guaranty PolicyPolicy for making a claim for a Preference Amount. Such payment for a Preference Amount shall be disbursed to the receiver or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Securityholder and not to any Securityholder directly unless such Securityholder has returned principal or interest paid on the Securities to such receiver or trustee in bankruptcy, in which case such payment shall be disbursed to such Securityholder. (bc) The Securities Insurer is entitled to the benefit of the following provisions in the event that an Insured a Guaranteed Payment has been made. Notwithstanding any other provision hereof: (i) The Indenture Trustee (i) shall receive as attorney-in-fact of each Securityholder with respect to which a Deficiency Amount has been determined to exist any Insured Payment from the Securities Insurer and (ii) shall immediately apply all moneys constituting an Insured a Guaranteed Payment to the payment to Securityholders of principal and interest on the NotesNotes and Certificates, as applicable, by depositing such amounts in the Note Distribution Account for Insured Guaranteed Payments payable on the related Class of Notes, Notes or in the Certificate Distribution Account for Guaranteed Payments payable on the immediately succeeding Distribution Daterelated Certificates. All amounts received under the Guaranty Policy shall be used solely for the payment to Securityholders of principal and interest on NotesNotes and the Certificates, as applicable. The Securities Insurer's obligations under the Guaranty Policy with respect to a particular Insured Guaranteed Payment shall be discharged to the extent funds equal to the applicable Insured Guaranteed Payment are received by the Indenture Trustee, whether or not such funds are properly applied by the Indenture Trustee, the Owner Trustee or Co-Owner Trustee. The parties hereto recognize that the making of an Insured the Guaranteed Payment does not relieve any of the parties hereto of any obligation hereunder or under any of the Transaction Basic Documents. (ii) The parties hereto recognize that, to the extent that the Securities Insurer makes payments, directly or indirectly, on account of principal of or interest on the Insured SecuritiesNotes and the Certificates, as applicable, the Securities Insurer shall be subrogated to the rights of the Securityholders to receive distributions of principal and interest in accordance with the terms hereof. (iii) With respect to any Distribution Date, to To the extent the Securities Insurer is owed any Securities Insurer Reimbursement Amount (including without limitation any unreimbursed Insured Guaranteed Payments made under the Guaranty Policy plus interest accrued thereon as provided in the Insurance Agreement), the Securities Insurer shall be entitled to distributions pursuant to Sections 5.01(c)(vi) and (viiSection 5.06(c), and the Indenture Trustee and Co-Owner Trustee shall otherwise treat the Securities Insurer as the owner of such rights to distributions of any Securities Insurer Reimbursement Amount. (iv) The Securities Insurer shall have the right to institute any suit, action or proceeding at law or in equity under the same terms as a Securityholder may institute any action. (d) The Indenture Trustee, as the holder of the Guaranty Policy providing for the guaranty of the Notes and Certificates, hereby agrees that with respect to the Certificates the Indenture Trustee shall make claims under the Guaranty Policy at the direction or upon the request of the Owner Trustee or Co-Owner Trustee to receive Guaranteed Payments distributable to the Certificateholders as part of Certificateholders' Distributable Amount under this Agreement.

Claims Under Guaranty Policy. (a) The Insured Securities Notes will be insured by the Guaranty Policy pursuant to the terms set forth therein, notwithstanding any provisions to the contrary contained in the Indenture or this Agreement. All amounts received under the Guaranty Policy shall be used solely for the payment to Securityholders Noteholders of principal and interest on the Notes. (i) On the Determination If for any Payment Date preceding each Distribution Datea Deficiency Amount exists, the Indenture Trustee shall determine if complete a Deficiency Amount exists with respect notice in the form set forth as EXHIBIT A to each Class of Insured Securities. If a Deficiency Amount does exist with respect the Guaranty Policy (the "Notice") and shall submit such Notice to a Class of Insured Securities, the Indenture Trustee shall promptly, but Fiscal Agent designated in the Guaranty Policy no event later than 12:00 noon noon, New York City time time, on the second Business Day preceding the related Distribution such Payment Date, make . The Notice shall constitute a claim under for a Guaranteed Payments pursuant to the Guaranty Policy for an amount equal to such Class in accordance with its termsDeficiency Amount. Upon receipt of the Guaranteed Payments, at or prior to the latest time payments of the Guaranteed Payments are to be made by the Note Insurer pursuant to the Guaranty Policy, on behalf of the Noteholders, the Indenture Trustee shall distribute such Guaranteed Payments as part of the Required Payment Amount under the Indenture. (ii) On any date on which In addition, the Indenture Trustee receives written notice shall make a claim upon the Guaranty Policy for the full amount of any Preference Amount on the first Business Day following receipt by the Indenture Trustee from the Holder applicable Noteholder of the following: (i) a Class certified copy of Insured Securities the order requiring the return of such preference payment, (ii) an opinion of counsel satisfactory to the Note Insurer that such order is final and not subject to appeal, (iii) an assignment in such form as is reasonably required by the Note Insurer, irrevocably assigning to the Note Insurer all rights and claims of such Noteholder relating to or arising under the related Note against the debtor which made such preference payment or otherwise with respect to such preference payment, and (iv) appropriate instruments to effect the appointment of the Note Insurer as agent for such Noteholder in any legal proceeding relating to such preference payment, such instruments being in a form satisfactory to the Note Insurer. Any proceeds of any such Preference Amount is payable received by the Indenture Trustee shall be paid pursuant to the terms of the Guaranty Policy, the Indenture Trustee shall make a claim for the payment of such Preference Amount and shall deliver the documents required to be delivered under the Guaranty Policy to the Securities Insurer with respect thereto in the manner set forth in the Guaranty Policy. (bc) The Securities Note Insurer is entitled to the benefit of the following provisions in the event that an Insured a Guaranteed Payment has been made. Notwithstanding any other provision hereof: (i) The Indenture Trustee (i) shall receive as attorney-in-fact of each Securityholder with respect to which a Deficiency Amount has been determined to exist any Insured Payment from the Securities Insurer and (ii) shall immediately apply all moneys constituting an Insured a Guaranteed Payment to the payment to Securityholders Noteholders of principal and interest on the Notes, Notes by depositing such amounts in the Note Distribution Payment Account for Insured Guaranteed Payments payable on the related Class of Notes, on the immediately succeeding Distribution Date. All amounts received under the Guaranty Policy shall be used solely for the payment to Securityholders Noteholders of principal and interest on Notes. The Securities Note Insurer's obligations under the Guaranty Policy with respect to a particular Insured Guaranteed Payment shall be discharged to the extent funds equal to the applicable Insured Guaranteed Payment are received by the Indenture Trustee, whether or not such funds are properly applied by the Indenture Trustee. The parties hereto recognize that the making of an Insured the Guaranteed Payment does not relieve any of the parties hereto of any obligation hereunder or under any of the Transaction Basic Documents. (ii) The parties hereto recognize that, to the extent that the Securities Note Insurer makes payments, directly or indirectly, on account of principal of or interest on the Insured Securities, as applicableNotes, the Securities Note Insurer shall be subrogated to the rights of the Securityholders Noteholders to receive distributions payments of principal and interest in accordance with the terms hereofhereof and of the Indenture. (iii) With respect to any Distribution Date, to To the extent the Securities Note Insurer is owed any Securities Note Insurer Reimbursement Amount (including including, without limitation limitation, any unreimbursed Insured Guaranteed Payments made under the Guaranty Policy plus interest accrued thereon as provided in the Insurance Agreement), the Securities Note Insurer shall be entitled to distributions payments pursuant to Sections 5.01(c)(vi) and (vii)the Indenture, and the Indenture Trustee shall otherwise treat the Securities Note Insurer as the owner of such rights to distributions payments of any Securities Note Insurer Reimbursement Amount. (iv) The Securities Note Insurer shall have the right to institute any suit, action or proceeding at law or in equity under the same terms as a Securityholder Noteholder may institute any action.

Claims Under Guaranty Policy. (a) The Insured Securities Notes and the Certificates will be insured by the Guaranty Policy pursuant to the terms set forth therein, notwithstanding any provisions to the contrary contained in the Indenture or this Agreement. All amounts received under the Guaranty Policy shall be used solely for the payment to Securityholders of principal and interest on the NotesNotes and the Certificates. (i) On the Determination If for any Distribution Date preceding each Distribution Datea Deficiency Amount exists, the Indenture Trustee shall determine if complete a Deficiency Amount exists with respect notice in the form set forth as Exhibit A to each Class of Insured Securities. If a Deficiency Amount does exist with respect the Guaranty Policy (the "Notice") and shall submit such Notice to a Class of Insured Securities, the Indenture Trustee shall promptly, but in Fiscal Agent no event later than 12:00 noon noon, New York City time time, on the second Business Day preceding the related such Distribution Date, make . The Notice shall constitute a claim under for a Guaranteed Payments pursuant to the Guaranty Policy for an amount equal to such Class in accordance with its termsDeficiency Amount. Upon receipt of the Guaranteed Payments, at or prior to the latest time payments of the Guaranteed Payments are to be made by the Securities Insurer pursuant to the Guaranty Policy, on behalf of the Noteholders and Certificateholders, the Indenture Trustee shall distribute such Guaranteed Payments as part of the Noteholders' Distributable Amount under the Indenture to the extent such Guaranteed Payments relate to the Notes and as part of the Certificateholders' Distributable Amount under this Agreement to the extent such Guaranteed Payments relate to the Certificates. (ii) On any date on which In addition, if the Indenture Trustee receives written has notice from that any of the Holder Securityholders have been required to disgorge payments of a Class of Insured Securities that a Preference Amount is payable interest or principal on the related Notes or the related Certificates pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes a voidable preference to such Securityholders within the terms meaning of the Guaranty Policyany applicable bankruptcy laws, then the Indenture Trustee shall make a claim for the payment of such Preference Amount and shall deliver the documents required to be delivered under the Guaranty Policy to notify the Securities Insurer with respect thereto in the manner as set forth in the Guaranty PolicyPolicy for making a claim for a Preference Amount. Such payment for a Preference Amount shall be disbursed to the receiver or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Securityholder and not to any Securityholder directly unless such Securityholder has returned principal or interest paid on the Securities to such receiver or trustee in bankruptcy, in which case such payment shall be disbursed to such Securityholder. (bc) The Securities Insurer is entitled to the benefit of the following provisions in the event that an Insured a Guaranteed Payment has been made. Notwithstanding any other provision hereof: (i) The Indenture Trustee (i) shall receive as attorney-in-fact of each Securityholder with respect to which a Deficiency Amount has been determined to exist any Insured Payment from the Securities Insurer and (ii) shall immediately apply all moneys constituting an Insured a Guaranteed Payment to the payment to Securityholders of principal and interest on the NotesNotes and Certificates, as applicable, by depositing such amounts in the Note Distribution Account for Insured Guaranteed Payments payable on the related Class of Notes, Notes or in the Certificate Distribution Account for Guaranteed Payments payable on the immediately succeeding Distribution Daterelated Certificates. All amounts received under the Guaranty Policy shall be used solely for the payment to Securityholders of principal and interest on NotesNotes and the Certificates, as applicable. The Securities Insurer's obligations under the Guaranty Policy with respect to a particular Insured Guaranteed Payment shall be discharged to the extent funds equal to the applicable Insured Guaranteed Payment are received by the Indenture Trustee, whether or not such funds are properly applied by the Indenture Trustee, the Owner Trustee or Co-Owner Trustee. The parties hereto recognize that the making of an Insured the Guaranteed Payment does not relieve any of the parties hereto of any obligation hereunder or under any of the Transaction Basic Documents. (ii) The parties hereto recognize that, to the extent that the Securities Insurer makes payments, directly or indirectly, on account of principal of or interest on the Insured SecuritiesNotes and the Certificates, as applicable, the Securities Insurer shall be subrogated to the rights of the Securityholders to receive distributions of principal and interest in accordance with the terms hereof. (iii) With respect to any Distribution Date, to To the extent the Securities Insurer is owed any Securities Insurer Reimbursement Amount (including without limitation any unreimbursed Insured Guaranteed Payments made under the Guaranty Policy plus interest accrued thereon as provided in the Insurance Agreement), the Securities Insurer shall be entitled to distributions pursuant to Sections 5.01(c)(vi) and (viiSection 5.06(c), and the Indenture Trustee and Co- Owner Trustee shall otherwise treat the Securities Insurer as the owner of such rights to distributions of any Securities Insurer Reimbursement Amount. (iv) The Securities Insurer shall have the right to institute any suit, action or proceeding at law or in equity under the same terms as a Securityholder may institute any action. (d) The Indenture Trustee, as the holder of the Guaranty Policy providing for the guaranty of the Notes and Certificates, hereby agrees that with respect to the Certificates the Indenture Trustee shall make claims under the Guaranty Policy at the direction or upon the request of the Owner Trustee or Co-Owner Trustee to receive Guaranteed Payments distributable to the Certificateholders as part of Certificateholders' Distributable Amount under this Agreement.

Claims Under Guaranty Policy. (a) The Insured Securities Notes and the Certificates will be insured by the Guaranty Policy pursuant to the terms set forth therein, notwithstanding any provisions to the contrary contained in the Indenture or this Agreement. All amounts received under the Guaranty Policy shall be used solely for the payment to Securityholders of principal and interest on the NotesNotes and the Certificates. (i) On the Determination If for any Distribution Date preceding each Distribution Datea Deficiency Amount exists, the Indenture Trustee shall determine if complete a Deficiency Amount exists with respect notice in the form set forth as Exhibit A to each Class of Insured Securities. If a Deficiency Amount does exist with respect the Guaranty Policy (the "Notice") and shall submit such Notice to a Class of Insured Securities, the Indenture Trustee shall promptly, but in Fiscal Agent no event later than 12:00 noon noon, New York City time time, on the second Business Day preceding the related such Distribution Date, make . The Notice shall constitute a claim under for a Guaranteed Payments pursuant to the Guaranty Policy for an amount equal to such Class in accordance with its terms. (ii) On any date on which Deficiency Amount. Upon receipt of the Indenture Trustee receives written notice from Guaranteed Payments, at or prior to the Holder latest time payments of a Class of Insured the Guaranteed Payments are to be made by the Securities that a Preference Amount is payable Insurer pursuant to the terms Guaranty Policy, on behalf of the Guaranty PolicyNoteholders and Certificateholders, the Indenture Trustee shall make a claim for distribute such Guaranteed Payments as part of the payment of such Preference Noteholders' Distributable Amount and shall deliver the documents required to be delivered under the Guaranty Policy to the Securities Insurer with respect thereto in the manner set forth in the Guaranty Policy. (b) The Securities Insurer is entitled to the benefit of the following provisions in the event that an Insured Payment has been made. Notwithstanding any other provision hereof: (i) The Indenture Trustee (i) shall receive as attorney-in-fact of each Securityholder with respect to which a Deficiency Amount has been determined to exist any Insured Payment from the Securities Insurer and (ii) shall immediately apply all moneys constituting an Insured Payment to the payment to Securityholders of principal and interest on the Notes, by depositing such amounts in the Note Distribution Account for Insured Payments payable on the related Class of Notes, on the immediately succeeding Distribution Date. All amounts received under the Guaranty Policy shall be used solely for the payment to Securityholders of principal and interest on Notes. The Securities Insurer's obligations under the Guaranty Policy with respect to a particular Insured Payment shall be discharged to the extent funds equal such Guaranteed Payments relate to the applicable Insured Payment are received by the Indenture Trustee, whether or not such funds are properly applied by the Indenture Trustee. The parties hereto recognize that the making of an Insured Payment does not relieve any Notes and as part of the parties hereto of any obligation hereunder or Certificateholders' Distributable Amount under any of the Transaction Documents. (ii) The parties hereto recognize that, this Agreement to the extent that the Securities Insurer makes payments, directly or indirectly, on account of principal of or interest on the Insured Securities, as applicable, the Securities Insurer shall be subrogated such Guaranteed Payments relate to the rights of the Securityholders to receive distributions of principal and interest in accordance with the terms hereofCertificates. (iii) With respect to any Distribution Date, to the extent the Securities Insurer is owed any Securities Insurer Reimbursement Amount (including without limitation any unreimbursed Insured Payments made under the Guaranty Policy plus interest accrued thereon as provided in the Insurance Agreement), the Securities Insurer shall be entitled to distributions pursuant to Sections 5.01(c)(vi) and (vii), and the Indenture Trustee shall otherwise treat the Securities Insurer as the owner of such rights to distributions of any Securities Insurer Reimbursement Amount. (iv) The Securities Insurer shall have the right to institute any suit, action or proceeding at law or in equity under the same terms as a Securityholder may institute any action.

Claims Under Guaranty Policy. (a) The Insured Securities will be insured by If, on the Guaranty Policy pursuant second Business Day prior to the terms set forth therein, notwithstanding any provisions to the contrary contained in the Indenture or this Agreement. All amounts received under the Guaranty Policy shall be used solely for the payment to Securityholders of principal and interest on the Notes. (i) On the Determination related Payment Date preceding each Distribution Datea Deficiency Amount exists, the Indenture Trustee shall determine if a Deficiency Amount exists with respect give notice to each Class the Securities Insurer in the form of Insured Securities. If a Deficiency Amount does exist with respect Exhibit A to a Class the Guaranty Policy and to its direction by registered mail, personal delivery or telecopy of Insured Securitiesthe amount of such deficiency by 12:00 noon, New York City time, on such Business Day. (b) At the time of the execution and delivery of this Agreement, and for the purposes of this Agreement, the Indenture Trustee shall promptly, but in no event later than 12:00 noon New York City time on establish a separate special purpose trust account for the second Business Day preceding benefit of the related Distribution Date, make a claim Noteholders called the "Policy Payments Account" and over which the Indenture Trustee shall have exclusive control and sole right of withdrawal. The Indenture Trustee shall deposit any amount paid under the Guaranty Policy in the Policy Payments Account and distribute such amount only for such Class in accordance with its terms. (ii) On any date on purposes of making the Insured Payments for which a claim was made. Such amounts shall be disbursed by the Indenture Trustee receives written notice from to the Holder of a applicable Class of Insured Securities that a Preference Amount is payable pursuant to Noteholders in the terms of the Guaranty Policy, the Indenture Trustee shall make a claim for the payment of such Preference Amount same manner as principal and shall deliver the documents required interest payments are to be delivered under the Guaranty Policy to the Securities Insurer with respect thereto in the manner set forth in the Guaranty Policy. (b) The Securities Insurer is entitled to the benefit of the following provisions in the event that an Insured Payment has been made. Notwithstanding any other provision hereof: (i) The Indenture Trustee (i) shall receive as attorney-in-fact of each Securityholder made with respect to which a Deficiency Amount has been determined such Class of Notes under Sections regarding payment of Notes hereof. It shall not be necessary for such payments to exist any Insured Payment be made by checks or wire transfers separate from the Securities Insurer and (ii) shall immediately apply all moneys constituting an Insured Payment check or wire transfer used to the payment to Securityholders of principal and interest on the Notes, by depositing such amounts in the Note Distribution Account for pay Insured Payments payable on with other funds available to make such payments. However, the related Class of Notes, on the immediately succeeding Distribution Date. All amounts received under the Guaranty Policy shall be used solely for the payment to Securityholders of principal and interest on Notes. The Securities Insurer's obligations under the Guaranty Policy with respect to a particular Insured Payment shall be discharged to the extent funds equal to the applicable Insured Payment are received by the Indenture Trustee, whether or not such funds are properly applied by the Indenture Trustee. The parties hereto recognize that the making of an Insured Payment does not relieve any of the parties hereto amount of any obligation hereunder or under any of the Transaction Documents. (ii) The parties hereto recognize that, to the extent that the Securities Insurer makes payments, directly or indirectly, on account payment of principal of or interest on the Insured Securities, as applicable, Notes to be paid from the Securities Insurer Policy Payments Account shall be subrogated noted as provided in (d) below in the Payment Statement to be furnished to Noteholders. Funds held in the rights of Policy Payments Account shall not be invested by the Securityholders to receive distributions of principal and interest in accordance with the terms hereofIndenture Trustee. (iiic) With respect to Any funds received by the Indenture Trustee as a result of any Distribution Date, to the extent the Securities Insurer is owed any Securities Insurer Reimbursement Amount (including without limitation any unreimbursed Insured Payments made claim under the Guaranty Policy plus interest accrued thereon shall be applied by the Indenture Trustee, subject to Section 3.03 of the Indenture, together with the funds, if any, to be withdrawn from the Note Payment Account, directly to the payment in full of the Insured Payments due on the applicable Class of Notes (including Notes held for the Indenture Trustee's own account). Funds received by the Indenture Trustee as provided a result of any claim under the Guaranty Policy shall be deposited by the Indenture Trustee in the Insurance Agreement)Policy Payments Account and used solely for payment to the Noteholders and may not be applied to satisfy any costs, expenses or liabilities of the Indenture Trustee. Any funds remaining in the Policy Payments Account following a Payment Date shall promptly be remitted to the Securities Insurer shall be entitled to distributions except for funds held for the payment of Noteholders pursuant to Sections 5.01(c)(vi) and (vii), and the Indenture Trustee shall otherwise treat the Securities Insurer as the owner of such rights to distributions of any Securities Insurer Reimbursement Amount. (iv) The Securities Insurer shall have the right to institute any suit, action or proceeding at law or in equity under the same terms as a Securityholder may institute any action.Section 3.03