Common use of Claims Under Policy Clause in Contracts

Claims Under Policy. (a) In the event that the Trust Collateral Agent has delivered a Deficiency Notice with respect to any Determination Date, the Trust Collateral Agent shall determine on the related Draw Date whether the sum of (i) the amount of Available Funds with respect to such Determination Date (as stated in the Servicer's Certificate with respect to such Determination Date) plus (ii) the amount of the Deficiency Claim Amount, if any, available to be distributed pursuant to the Spread Account Agreement by the Collateral Agent to the Trust Collateral Agent pursuant to a Deficiency Notice delivered with respect to such Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Amount would be insufficient, after giving effect to the payments required by Section 5.6(c)(i) and (ii), to pay the Scheduled Payments for the related Payment Date, then in such event the Trust Collateral Agent shall furnish to the Note Insurer no later than 12:00 noon New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments with respect to such Payment Date (the amount of any such shortfall being hereinafter referred to as the "Policy Claim Amount"). Amounts paid by the Note Insurer under the Policy shall be deposited by the Trust Collateral Agent into the Policy Payments Account and thereafter into the Note Account for payment to Class A Noteholders on the related Payment Date (or promptly following payment on a later date as set forth in the Policy). (b) Any notice delivered by the Trust Collateral Agent to the Note Insurer pursuant to Section 6.2(a) shall specify the Policy Claim Amount claimed under the Policy and shall constitute a "Notice of Claim" under the Policy. In accordance with the provisions of the Policy, the Note Insurer is required to pay to the Trust Collateral Agent the Policy Claim Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Date. Any payment made by the Note Insurer under the Policy shall be applied solely to the payment of the Class A Notes, and for no other purpose. (c) The Trust Collateral Agent shall (i) receive as attorney-in-fact of each Class A Noteholder any Policy Claim Amount from the Note Insurer and (ii) deposit the same in the Policy Payments Account for disbursement to the Noteholders as set forth in clauses (iii) and (iv) of Section 5.6(c). Any and all Policy Claim Amounts disbursed by the Trust Collateral Agent from claims made under the Policy shall not be considered payment by the Issuer or from the Spread Account with respect to such Class A Notes, and shall not discharge the obligations of the Issuer with respect thereto. The Note Insurer shall, to the extent it makes any payment with respect to the Class A Notes, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes by or on behalf of the Note Insurer, each Class A Noteholder shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer all rights to the payment of interest or principal with respect to the Class A Notes which are then due for payment to the extent of all payments made by the Note Insurer and the Note Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes to the extent that it has made payment pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar shall note the Note Insurer's rights as subrogee upon the register of Class A Noteholders upon receipt from the Note Insurer of proof of payment by the Note Insurer of any Scheduled Payment for that class. (d) The Trust Collateral Agent shall be entitled, but not obligated, to enforce on behalf of the Class A Noteholders the obligations of the Note Insurer under the Policy. Notwithstanding any other provision of this Agreement, the Class A Noteholders are not entitled to institute proceedings directly against the Note Insurer.

Claims Under Policy. (a) In the event that the Trust Collateral Agent has delivered a Deficiency Notice with respect to any Determination Date, the Trust Collateral Agent shall determine on the related Draw Date whether the sum of (i) the amount of Available Funds with respect to such Determination Date (as stated in the Servicer's Certificate with respect to such Determination Date) plus (ii) the amount of the Deficiency Claim Amount, if any, available to be distributed pursuant to the Spread Account Agreement by the Collateral Agent to the Trust Collateral Agent pursuant to a Deficiency Notice delivered with respect to such Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Amount would be insufficient, after giving effect to the payments required by Section 5.6(c)(i) and (ii), to pay the Scheduled Payments for the related Payment Date, then in such event the Trust Collateral Agent shall furnish to the Note Insurer no later than 12:00 noon New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments with respect to such Payment Date (the amount of any such shortfall being hereinafter referred to as the "Policy Claim Amount"). Amounts paid by the Note Insurer under the Policy shall be deposited by the Trust Collateral Agent into the Policy Payments Account and thereafter into the Note Account for payment to Class A Noteholders on the related Payment Date (or promptly following payment on a later date as set forth in the Policy). (b) Any notice delivered by the Trust Collateral Agent to the Note Insurer pursuant to Section 6.2(a) shall specify the Policy Claim Amount claimed under the Policy and shall constitute a "Notice of Claim" under the Policy. In accordance with the provisions of the Policy, the Note Insurer is required to pay to the Trust Collateral Agent the Policy Claim Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Date. Any payment made by the Note Insurer under the Policy shall be applied solely to the payment of the Class A Notes, and for no other purpose. (c) The Trust Collateral Agent shall (i) receive as attorney-in-fact of each Class A Noteholder any Policy Claim Amount from the Note Insurer and (ii) deposit the same in the Policy Payments Account for disbursement to the Noteholders as set forth in clauses (iii) and (iv) of Section 5.6(c). Any and all Policy Claim Amounts disbursed by the Trust Collateral Agent from claims made under the Policy shall not be considered payment by the Issuer or from the Spread Account with respect to such Class A Notes, and shall not discharge the obligations of the Issuer with respect thereto. The Note Insurer shall, to the extent it makes any payment with respect to the Class A Notes, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes by or on behalf of the Note Insurer, each Class A Noteholder shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer all rights to the payment of interest or principal with respect to the Class A Notes which are then due for payment to the extent of all payments made by the Note Insurer and the Note Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes to the extent that it has made payment pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar shall note the Note Insurer's rights as subrogee upon the register of Class A Noteholders upon receipt from the Note Insurer of proof of payment by the Note Insurer of any Scheduled Payment for that class. (d) The Trust Collateral Agent shall be entitled, but not obligated, to enforce on behalf of the Class A Noteholders the obligations of the Note Insurer under the Policy. Notwithstanding any other provision of this Agreement, the Class A Noteholders are not entitled to institute proceedings directly against the Note Insurer.

Claims Under Policy. (a) In the event that the Trust Collateral Agent has delivered a Deficiency Notice with respect to any On each Determination Date, the Trust Collateral Agent Trustee shall determine on from the related Draw Date whether the sum of (i) the amount of Available Funds Servicer Report with respect to such Determination the immediately following Payment Date (as stated in the Servicer's Certificate with respect to such Determination Date) plus (ii) the amount of the Deficiency Claim Amount, if any. If the Trustee determines that a Deficiency Amount would exist, available to be distributed pursuant the Trustee shall complete a Notice in the form of Exhibit A to the Spread Account Agreement by the Collateral Agent Policy and submit such Notice to the Trust Collateral Agent pursuant to a Deficiency Notice delivered with respect to such Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Amount would be insufficient, after giving effect to the payments required by Section 5.6(c)(i) and (ii), to pay the Scheduled Payments for the related Payment Date, then in such event the Trust Collateral Agent shall furnish to the Note Insurer no later than 12:00 noon New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments with respect to third Business Day preceding such Payment Date (as a claim for payment in an amount equal to the amount of any such shortfall being hereinafter referred to as the "Policy Claim Deficiency Amount"). Amounts paid by the Note Insurer pursuant to a claim submitted under the Policy this Section 4.01, shall be deposited by the Trust Collateral Agent Trustee into the Policy Payments Account and thereafter into the Note Collection Account for payment to Class A Noteholders on the related Payment Date (or promptly following payment on a later date as set forth in the Policypursuant to Section 3.03(b). (b) Any notice delivered by the Trust Collateral Agent Trustee to the Note Insurer pursuant to Section 6.2(a4.01(a) shall specify the Policy Claim Deficiency Amount claimed under the Policy and shall constitute a "Notice of ClaimNotice" (as defined in the Policy) under the Policy. In accordance with the provisions of the Policy, the Note Insurer is required to pay to the Trust Collateral Agent Trustee the Policy Claim Deficiency Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Date. Any payment made by the Note Insurer under the Policy by the Insurer shall be applied solely to the payment of the Class A NotesNotes as set forth in the Policy, and for no other purpose. (c) The Trust Collateral Agent Trustee shall (i) receive as attorney-in-fact of each Class A Noteholder any Policy Claim Deficiency Amount from the Note Insurer and (ii) deposit the same in the Policy Payments Collection Account for disbursement payment to the Noteholders as set forth provided in clauses (iii) and (iv) of Section 5.6(c3.03(b). Any and all Policy Claim Amounts For the purposes of clause (d) below, any Deficiency Amount disbursed by the Trust Collateral Agent Trustee from claims made under the Policy shall not be considered payment by the Issuer or from the Spread Account with respect to such Class A Notes, and shall not discharge the obligations of the Issuer with respect thereto. The Note Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 3.03(b) with respect to each Insured Payment made by the Insurer. (d) The Insurer shall, to the extent it makes any payment with respect to the Class A Notes, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes by or on behalf of the Note Insurer, each Class A Noteholder the Trustee and the Noteholders shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer all rights to the payment of interest or principal with respect to the Class A Notes which are then due for payment to the extent of all payments made by the Note Insurer Insurer, and the Note Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes to the extent that it has made payment pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar (as defined in this Indenture) shall note the Note Insurer's rights as subrogee upon the register of Class A Noteholders upon receipt from the Note Insurer of proof of payment by the Note Insurer of any Scheduled Insured Payment for that class(as defined in the Policy). The foregoing subrogation shall in all cases be subject to the rights of the Noteholders to receive all Insured Payments (as defined in the Policy) in respect of the Notes. (de) The Trust Collateral Agent Trustee shall keep a complete and accurate record of all Policy proceeds deposited into the Collection Account and the allocation of such funds to payment of interest on and principal paid in respect of any Note. The Insurer shall have the right to inspect such records at reasonable times upon one Business Day's prior notice to the Trustee. (f) The Trustee shall be entitled, but not obligated, entitled to enforce on behalf of the Class A Noteholders the obligations of the Note Insurer under the Policy. Notwithstanding any other provision of this AgreementIndenture or any Transaction Documents, the Class A Noteholders are not entitled to make any claims under the Policy or institute proceedings directly against the Note Insurer.

Claims Under Policy. (a) In the event that the Trust Collateral Agent Indenture Trustee has delivered a Deficiency Notice with respect to any Determination DateDate pursuant to Section 5.4 of the Sale and Servicing Agreement, the Trust Collateral Agent Indenture Trustee shall determine on the related Draw Date whether determine the sum of (i) the amount of Available Funds with respect to such Determination Date (as stated in the Servicer's Certificate with respect to such Determination Date) plus (ii) the amount of the Deficiency Policy Claim Amount, if any, available to be distributed pursuant to the Spread Account Agreement by the Collateral Agent to the Trust Collateral Agent pursuant to a Deficiency Notice delivered with respect to such Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Amount would be insufficient, after giving effect to the payments required by Section 5.6(c)(i) and (ii), to pay the Scheduled Payments for the related Payment Date. If the Policy Claim Amount for such Payment Date is greater than zero, then in such event the Trust Collateral Agent Indenture Trustee shall furnish to the Note Insurer no later than 12:00 noon 3:00 p.m. New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments with respect to such Payment Date (the amount of any such shortfall being hereinafter referred to as the "Policy Claim Amount"). Amounts paid by the Note Insurer pursuant to a claim submitted under the Policy this Section 5.18(a) shall be deposited by the Trust Collateral Agent into the Policy Payments Account and thereafter Indenture Trustee into the Note Distribution Account for payment to Class A Noteholders on the related Payment Date (or promptly following payment on a later date as set forth in the Policy)Date. (b) Any notice delivered by the Trust Collateral Agent Indenture Trustee to the Note Insurer pursuant to Section 6.2(asubsection 5.18(a) shall specify the Policy Claim Amount claimed under the Policy and shall constitute a "Notice of Claim" under the Policy. In accordance with the provisions of the Policy, the Note Insurer is required to pay to the Trust Collateral Agent Indenture Trustee the Policy Claim Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third Business Day (as defined in following the Policy) following receipt on a Business Day (as defined in the Policy) of on which the Notice of ClaimClaim was received, and (ii) the applicable Payment Date. Any payment made by the Note Insurer under the Policy shall be applied solely to the payment of the Class A Notes, and for no other purpose. (c) The Trust Collateral Agent Indenture Trustee shall (i) receive as attorney-in-fact of each Class A Noteholder any Policy Claim Amount from the Note Insurer and (ii) deposit the same in the Policy Payments Note Distribution Account for disbursement distribution to the Noteholders as set forth provided in clauses (iii) and (iv) Section 3.1 or Section 5.2 of Section 5.6(c)this Indenture. Any and all Policy Claim Amounts disbursed by the Trust Collateral Agent Indenture Trustee from claims made under the Policy shall not be considered payment by the Issuer or from the Spread Account with respect to such Class A Notes, and shall not discharge the obligations of the Issuer with respect thereto. The Note Insurer shall, to the extent it makes any payment with respect to the Class A Notes, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes by or on behalf of the Note Insurer, each Class A Noteholder the Indenture Trustee shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer all rights to the payment of interest or principal with respect to the Class A Notes which are then due for payment to the extent of all payments made by the Note Insurer Insurer, and the Note Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes to the extent that it has made payment pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar shall note the Note Insurer's rights as subrogee upon the register of Class A Noteholders upon receipt from the Note Insurer of proof of payment by the Note Insurer of any Noteholders' Interest Distributable Amount or Noteholders' Principal Distributable Amount. The foregoing subrogation shall in all cases be subject to the rights of the Noteholders to receive all Scheduled Payment for that classin respect of the Notes. (d) The Trust Collateral Agent Indenture Trustee shall keep a complete and accurate record of all funds deposited by the Insurer into the Note Distribution Account and the allocation of such funds to payment of interest on and principal paid in respect of any Note. The Insurer shall have the right to inspect such records at reasonable times upon one Business Day's prior notice to the Indenture Trustee. (e) The Indenture Trustee shall be entitled, but not obligated, entitled to enforce on behalf of the Class A Noteholders the obligations of the Note Insurer under the Policy. Notwithstanding any other provision of this AgreementAgreement or any Basic Documents, the Class A Noteholders are not entitled to institute proceedings directly against the Note Insurer.

Claims Under Policy. (a) In the event that the Trust Collateral Agent has delivered a Deficiency Notice with respect to any On each Determination Date, the Trust Collateral Agent Trustee shall determine on from the related Draw Date whether the sum of (i) the amount of Available Funds Servicer Report with respect to such Determination the immediately following Payment Date (as stated in the Servicer's Certificate with respect to such Determination Date) plus (ii) the amount of the Deficiency Claim Amount, if any. If the Trustee determines that a Deficiency Amount would exist, available to be distributed pursuant the Trustee shall complete a Notice in the form of Exhibit A to the Spread Account Agreement by the Collateral Agent Policy and submit such Notice to the Trust Collateral Agent pursuant to a Deficiency Notice delivered with respect to such Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Amount would be insufficient, after giving effect to the payments required by Section 5.6(c)(i) and (ii), to pay the Scheduled Payments for the related Payment Date, then in such event the Trust Collateral Agent shall furnish to the Note Insurer no later than 12:00 noon New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments with respect to third Business Day preceding such Payment Date (as a claim for payment in an amount equal to the amount of any such shortfall being hereinafter referred to as the "Policy Claim Deficiency Amount"). Amounts paid by the Note Insurer pursuant to a claim submitted under the Policy this Section 4.01, shall be deposited by the Trust Collateral Agent Trustee into the Policy Payments Account and thereafter into the Note Collection Account for payment to Class A Noteholders on the related Payment Date (or promptly following payment on a later date as set forth in the Policypursuant to Section 3.03(b). (b) Any notice delivered by the Trust Collateral Agent Trustee to the Note Insurer pursuant to Section 6.2(a4.01(a) shall specify the Policy Claim Deficiency Amount claimed under the Policy and shall constitute a "Notice of ClaimNotice" (as defined in the Policy) under the Policy. In accordance with the provisions of the Policy, the Note Insurer is required to pay to the Trust Collateral Agent Trustee the Policy Claim Deficiency Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Date. Any Except as otherwise provided in Section 3.07(a), any payment made by the Note Insurer under the Policy by the Insurer shall be applied solely to the payment of the Class A NotesNotes as set forth in the Policy, and for no other purpose. (c) The Trust Collateral Agent Trustee shall (i) receive as attorney-in-fact of each Class A Noteholder any Policy Claim Deficiency Amount from the Note Insurer and (ii) deposit the same in the Policy Payments Collection Account for disbursement payment to the Noteholders as set forth provided in clauses (iii) and (iv) of Section 5.6(c3.03(b). Any and all Policy Claim Amounts For the purposes of clause (d) below, any Deficiency Amount disbursed by the Trust Collateral Agent Trustee from claims made under the Policy shall not be considered payment by the Issuer or from the Spread Account with respect to such Class A Notes, and shall not discharge the obligations of the Issuer with respect thereto. The Note Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 3.03(b) with respect to each Insured Payment made by the Insurer. (d) The Insurer shall, to the extent it makes any payment with respect to the Class A Notes, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes by or on behalf of the Note Insurer, each Class A Noteholder the Trustee and the Noteholders shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer all rights to the payment of interest or principal with respect to the Class A Notes which are then due for payment to the extent of all payments made by the Note Insurer Insurer, and the Note Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes to the extent that it has made payment pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar (as defined in this Indenture) shall note the Note Insurer's rights as subrogee upon the register of Class A Noteholders upon receipt from the Note Insurer of proof of payment by the Note Insurer of any Scheduled Insured Payment for that class(as defined in the Policy). The foregoing subrogation shall in all cases be subject to the rights of the Noteholders to receive all Insured Payments (as defined in the Policy) in respect of the Notes. (de) The Trust Collateral Agent Trustee shall keep a complete and accurate record of all Policy proceeds deposited into the Collection Account and the allocation of such funds to payment of interest on and principal paid in respect of any Note. The Insurer shall have the right to inspect such records at reasonable times upon one Business Day's prior notice to the Trustee. (f) The Trustee shall be entitled, but not obligated, entitled to enforce on behalf of the Class A Noteholders the obligations of the Note Insurer under the Policy. Notwithstanding any other provision of this AgreementIndenture or any Transaction Documents, the Class A Noteholders are not entitled to make any claims under the Policy or institute proceedings directly against the Note Insurer.

Claims Under Policy. (a) In If on any Determination Date the event Servicer has reported to the Trustee in the Monthly Servicer Report that the Trust Collateral Agent Servicer has delivered a Deficiency Notice with respect to any determined that (A) as of the opening of business of the Trustee on such Determination Date, the Trust Collateral Agent shall determine on the related Draw Date whether the sum of (i) the amount of Available Funds with respect to such Determination Date (as stated on deposit in the Servicer's Certificate Collection Account, together with respect any amounts on deposit in the Reserve Account and the Note Payment Account, are insufficient to such Determination Date) plus (ii) provide for the amount payment in full of the Deficiency Claim Amount, if any, available to be distributed pursuant to the Spread Account Agreement by the Collateral Agent to the Trust Collateral Agent pursuant to a Deficiency Notice delivered with respect to such Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Interest Distributable Amount would be insufficient, after giving effect to the payments required by Section 5.6(c)(i) and (ii), to pay the Scheduled Payments for the related Payment Date, then in such event the Trust Collateral Agent shall furnish to the Note Insurer no later than 12:00 noon New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments with respect to such Payment Date (the amount of any such shortfall being hereinafter referred to as the "Policy Claim Amount"). Amounts paid by the Note Insurer under the Policy shall be deposited by the Trust Collateral Agent into the Policy Payments Account and thereafter into the Note Account for payment to Class A Noteholders payable on the related Payment Date (or promptly following after giving effect to each payment required to be made prior to such payment on such Payment Date pursuant to Section 4.04(b)), and/or (B) if such Payment Date is the Final Payment Date and the Note Balance has not been reduced to zero prior to such Determination Date, and all amounts then on deposit in the Collection Account, together with any amounts then on deposit in the Reserve Account and the Note Payment Account are insufficient to make a later date as payment to the Noteholders reducing the Note Balance to zero (after giving effect to each payment required to be made prior to such payment on the Final Payment Date pursuant to Section 4.04(b)), then by 2:00 p.m., New York time on such Determination Date, the Trustee shall deliver to the Note Insurer and the Servicer a completed notice for payment in the form set forth as Exhibit A to the Policy (the "Notice for Payment"), and shall confirm delivery of such Notice for Payment, each as specified in the Policy). The Notice for Payment shall specify the amount of the Interest Deficiency Draw Amount and/or the Final Principal Deficiency Amount (as each such term is defined in the Policy) and shall constitute a claim pursuant to the Policy. Upon receipt of any payments on behalf of the Trust under the Policy, the Trustee shall deposit any Interest Deficiency Draw Amount and/or Principal Deficiency Draw Amount in the Note Payment Account. Such amounts shall be distributed pursuant to Section 4.04. (b) Any notice delivered by the Trust Collateral Agent to The Trustee shall receive in the Note Insurer pursuant to Section 6.2(a) shall specify the Policy Claim Amount claimed under the Policy and shall constitute a "Notice of Claim" under the Policy. In accordance with the provisions of the PolicyPayment Account, the Note Insurer is required to pay to the Trust Collateral Agent the Policy Claim Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Date. Any payment made by the Note Insurer under the Policy shall be applied solely to the payment of the Class A Notes, and for no other purpose. (c) The Trust Collateral Agent shall (i) receive as attorney-in-fact of each Class A Noteholder Noteholder, any Policy Claim Amount payment from the Note Insurer and (ii) deposit disburse the same in the Policy Payments Account for disbursement to the Noteholders as set forth in clauses (iii) and (iv) of Section 5.6(c). Any and all Policy Claim Amounts disbursed by the Trust Collateral Agent from claims made under the Policy shall not be considered payment by the Issuer or from the Spread Account with respect to such Class A Noteseach Noteholder, and shall not discharge the obligations of the Issuer with respect thereto. The Note Insurer shall, to the extent it makes any payment with respect to the Class A Notes, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes by or on behalf of the Note Insurer, each Class A Noteholder shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer all rights to the payment of interest or principal with respect to the Class A Notes which are then due for payment to the extent of all payments made by the Note Insurer and the Note Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes to the extent that it has made payment pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar shall note the Note Insurer's rights as subrogee upon the register of Class A Noteholders upon receipt from the Note Insurer of proof of payment by the Note Insurer of any Scheduled Payment for that class. (d) The Trust Collateral Agent shall be entitled, but not obligated, to enforce on behalf of the Class A Noteholders the obligations of the Note Insurer under the Policy. Notwithstanding any other provision of this Agreement, the Class A Noteholders are not entitled to institute proceedings directly against the Note Insurer.for

Claims Under Policy. (a) In If on any Determination Date the event Servicer has reported to the Trustee in the Monthly Servicer Report that the Trust Collateral Agent Servicer has delivered a Deficiency Notice with respect to any determined that (A) as of the opening of business of the Trustee on such Determination Date, the Trust Collateral Agent shall determine on the related Draw Date whether the sum of (i) the amount of Available Funds with respect to such Determination Date (as stated on deposit in the Servicer's Certificate Collection Account, together with respect any amounts on deposit in the Reserve Account and the Note Payment Account, are insufficient to such Determination Date) plus (ii) provide for the amount payment in full of the Deficiency Claim Amount, if any, available to be distributed pursuant to the Spread Account Agreement by the Collateral Agent to the Trust Collateral Agent pursuant to a Deficiency Notice delivered with respect to such Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Interest Distributable Amount would be insufficient, after giving effect to the payments required by Section 5.6(c)(i) and (ii), to pay the Scheduled Payments for the related Payment Date, then in such event the Trust Collateral Agent shall furnish to the Note Insurer no later than 12:00 noon New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments with respect to such Payment Date (the amount of any such shortfall being hereinafter referred to as the "Policy Claim Amount"). Amounts paid by the Note Insurer under the Policy shall be deposited by the Trust Collateral Agent into the Policy Payments Account and thereafter into the Note Account for payment to Class A Noteholders payable on the related Payment Date (or promptly following after giving effect to each payment required to be made prior to such payment on such Payment Date pursuant to Section 4.04(b)), and/or (B) if such Payment Date is the Final Payment Date and the Note Balance has not been reduced to zero prior to such Determination Date, and all amounts then on deposit in the Collection Account, together with any amounts then on deposit in the Reserve Account and the Note Payment Account are insufficient to make a later date as payment to the Noteholders reducing the Note Balance to zero (after giving effect to each payment required to be made prior to such payment on the Final Payment Date pursuant to Section 4.04(b)), then by 2:00 p.m., New York time on such Determination Date, the Trustee shall deliver to the Note Insurer and the Servicer a completed notice for payment in the form set forth as Exhibit A to the Policy (the "Notice for Payment"), and shall confirm delivery of such Notice for Payment, each as specified in the Policy). The Notice for Payment shall specify the amount of the Interest Deficiency Draw Amount and/or the Final Principal Deficiency Amount (as each such term is defined in the Policy) and shall constitute a claim pursuant to the Policy. Upon receipt of any payments on behalf of the Trust under the Policy, the Trustee shall deposit any Interest Deficiency Draw Amount and/or Principal Deficiency Draw Amount in the Note Payment Account. Such amounts shall be distributed pursuant to Section 4.04. (b) Any notice delivered by the Trust Collateral Agent to The Trustee shall receive in the Note Insurer pursuant to Section 6.2(a) shall specify the Policy Claim Amount claimed under the Policy and shall constitute a "Notice of Claim" under the Policy. In accordance with the provisions of the PolicyPayment Account, the Note Insurer is required to pay to the Trust Collateral Agent the Policy Claim Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Date. Any payment made by the Note Insurer under the Policy shall be applied solely to the payment of the Class A Notes, and for no other purpose. (c) The Trust Collateral Agent shall (i) receive as attorney-in-fact of each Class A Noteholder Noteholder, any Policy Claim Amount payment from the Note Insurer and (ii) deposit disburse the same to each Noteholder, for the purposes and in the Policy Payments Account for disbursement to respective amounts required in accordance with the Noteholders as set forth in clauses (iii) and (iv) provisions of Section 5.6(c). Any 4.04. (c) The Trustee shall keep complete and all Policy Claim Amounts disbursed by the Trust Collateral Agent from claims made under the Policy shall not be considered payment by the Issuer or from the Spread Account with respect to such Class A Notes, and shall not discharge the obligations accurate records of the Issuer with respect thereto. The Note Insurer shall, to the extent it makes any payment with respect to the Class A Notes, become subrogated to the rights amount of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes by or on behalf of the Note Insurer, each Class A Noteholder shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer all rights to the payment of interest or principal with respect to the Class A Notes which are then due for payment to the extent of all payments made by received from the Note Insurer and the Note Insurer may exercise any option, vote, right, power or shall have the like right to inspect such records at reasonable times upon one Business Day's prior notice to the Trustee. The statements the Trustee prepares in the normal course of business with respect to the Class A Notes accounts similar in nature to the extent that it has made payment pursuant to Note Payment Account shall fulfill the Policy. Notwithstanding the foregoing, the order record requirements of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar shall note the Note Insurer's rights as subrogee upon the register of Class A Noteholders upon receipt from the Note Insurer of proof of payment by the Note Insurer of any Scheduled Payment for that classSection. (d) The Trust Collateral Agent shall be entitled, but not obligated, to enforce on behalf If any of the Class A Noteholders payments guaranteed by the obligations Policy are voided (a "Preference Event") pursuant to a final and non-appealable order under any applicable bankruptcy, insolvency, receivership or similar law in an Insolvency Proceeding and, as a result of such a Preference Event, the Trustee or a Noteholder is required to return such voided payment, or any portion of such voided payment, made in respect of the Notes (an "Avoided Payment"), the Trustee or such Noteholder shall furnish to the Note Insurer (x) a certified copy of a final order of a court exercising jurisdiction in such Insolvency Proceeding to the effect that the Trustee or such Noteholder is required to return any such payment or portion thereof during the term of the Policy because such payment was voided under applicable law, with respect to which order the Policy. Notwithstanding any other provision of this Agreementappeal period has expired without an appeal having been filed (the "Final Order"), the Class A Noteholders are not entitled (y) an assignment, in form reasonably satisfactory to institute proceedings directly against the Note Insurer, irrevocably assigning to the Note Insurer all rights and claims of the Trustee or such Noteholder relating to or arising under such Avoided Payment and (z) a Notice for Payment appropriately completed and executed by the Trustee or such Noteholder. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Final Order and not to the Trustee directly. The Trustee is not permitted to make a claim on the Trust or on any Noteholder for payments made to Noteholders which are characterized as preference payments by any bankruptcy court having jurisdiction over any bankrupt Obligor unless ordered to do so by such bankruptcy court.

Claims Under Policy. (a) In the event that the Trust Collateral Agent has delivered a Deficiency Notice with respect to any Determination Date, the Trust Collateral Agent shall determine on the related Draw Date whether the sum of (i) the amount of Available Funds with respect to such Determination Date (as stated in the Servicer's Certificate with respect to such Determination Date) plus (ii) the amount of the Deficiency Claim Amount, if any, available to be distributed pursuant to the Spread Account Agreement by the Collateral Agent to the Trust Collateral Agent pursuant to a Deficiency Notice delivered with respect to such Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Amount would be insufficient, after giving effect to the payments required by Section 5.6(c)(i) and (ii), to pay the Scheduled Payments for the related Payment Date, then in such event the Trust Collateral Agent shall furnish to the Note Insurer no later than 12:00 noon New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments with respect to such Payment Date (the amount of any such shortfall being hereinafter referred to as the "Policy Claim Amount"). Amounts paid by the Note Insurer under the Policy shall be deposited by the Trust Collateral Agent into the Policy Payments Account and thereafter into the Note Account for payment to Class A Noteholders on the related Payment Date (or promptly following payment on a later date as set forth in the Policy). (b) Any notice delivered by the Trust Collateral Agent to the Note Insurer pursuant to Section 6.2(a) shall specify the Policy Claim Amount claimed under the Policy and shall constitute a "Notice of Claim" under the Policy. In accordance with the provisions of the Policy, the Note Insurer is required to pay to the Trust Collateral Agent the Policy Claim Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Date. Any payment made by the Note Insurer under the Policy shall be applied solely to the payment of the Class A Notes, and for no other purpose. (c) The Trust Collateral Agent shall (i) receive as attorney-in-fact of each Class A Noteholder any Policy Claim Amount from the Note Insurer and (ii) deposit the same in the Policy Payments Account for disbursement to the Noteholders as set forth in clauses (iii) and (iv) of Section 5.6(c). Any and all Policy Claim Amounts disbursed by the Trust Collateral Agent from claims made under the Policy shall not be considered payment by the Issuer or from the Spread Account with respect to such Class A Notes, and shall not discharge the obligations of the Issuer with respect thereto. The Note Insurer shall, to the extent it makes any payment with respect to the Class A Notes, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes by or on behalf of the Note Insurer, each Class A Noteholder shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer all rights to the payment of interest or principal with respect to the Class A Notes which are then due for payment to the extent of all payments made by the Note Insurer and the Note Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes to the extent that it has made payment pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar shall note the Note Insurer's rights as subrogee upon the register of Class A Noteholders upon receipt from the Note Insurer of proof of payment by the Note Insurer of any Scheduled Payment for that class. (d) The Trust Collateral Agent shall be entitled, but not obligated, to enforce on behalf of the Class A Noteholders the obligations of the Note Insurer under the Policy. Notwithstanding any other provision of this Agreement, the Class A Noteholders are not entitled to institute proceedings directly against the Note Insurer.clause

Claims Under Policy. (a) In the event that the Trust Collateral Agent Trustee has delivered a Deficiency Notice with respect to any Determination Date, the Trust Collateral Agent Trustee shall determine on the related Draw Date whether the sum of (i) the amount of Available Funds with respect to such Determination Date (as stated in the Servicer's Certificate with respect to such Determination Date) plus (ii) the amount of actually received by the Deficiency Claim Amount, if any, available to be distributed pursuant to Trustee from the Spread Account Agreement by the Collateral Agent to the Trust Collateral Agent pursuant to Trustee as a result of a Deficiency Notice delivered with respect to such Payment Distribution Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent Spread Account Trustee pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Amount would be insufficient, after giving effect to the payments distributions required by Section 5.6(c)(i) and (ii5.5(b)(i)-(ii), to pay the Scheduled Payments Class A Distributable Amount for the related Payment Distribution Date. If the above sum is insufficient, then in such event the Trust Collateral Agent Trustee shall furnish to the Note Certificate Insurer no later than 12:00 noon 10:00 a.m. New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments Class A Interest Distributable Amount and the Class A Principal Distributable Amount with respect to such Payment Distribution Date (the amount of any such shortfall being hereinafter referred to as the "Policy Claim Amount"). Amounts paid by the Note Certificate Insurer under the Policy shall be deposited by the Trust Collateral Agent Trustee into the Policy Payments Account and thereafter into the Note Collection Account for payment to Class A Noteholders Certificateholders on the related Payment Distribution Date (or promptly following payment on a later date as set forth in the Policy). (b) Any notice delivered by the Trust Collateral Agent Trustee to the Note Certificate Insurer pursuant to Section 6.2(asubsection 6.4(a) shall specify the Policy Claim Amount claimed under the Policy and shall constitute a "Notice of Claim" under the Policy. In accordance with the provisions of the Policy, the Note Certificate Insurer is required to pay to the Trust Collateral Agent Trustee the Policy Claim Amount properly claimed thereunder by 12:00 noon10:00 a.m., New York City time, on the later of (i) the third Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Distribution Date. Any payment made by the Note Certificate Insurer under the Policy shall be applied solely to the payment of the Class A NotesCertificates, and for no other purpose. (c) The Trust Collateral Agent Trustee shall (i) receive as attorney-in-fact of each Class A Noteholder Certificateholder any Policy Claim Amount from the Note Certificate Insurer and (ii) deposit the same in the Policy Payments Collection Account for disbursement to the Noteholders Class A Certificateholders as set forth in clauses (iii) and (iv) of Section 5.6(csubsection 5.5(b). Any and all Policy Claim Amounts disbursed by the Trust Collateral Agent Trustee from claims made under the Policy shall not be considered payment by the Issuer Trust or from the Spread Account with respect to such Class A NotesCertificates, and shall not discharge the obligations of the Issuer Trust with respect thereto. The Note Certificate Insurer shall, to the extent it makes any payment with respect to the Class A NotesCertificates, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes Certificates by or on behalf of the Note InsurerCertificate Insurer in accordance with the written instructions of the Servicer, each Class A Noteholder the Trustee shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Certificate Insurer, pursuant to an agreement of assignment prepared by and provided by the Certificate Insurer in a form satisfactory to the Trustee all rights to the payment of interest or principal with respect to the Class A Notes Certificates which are then due for payment to the extent of all payments made by the Note Insurer Certificate Insurer, and the Note Certificate Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes Certificates to the extent that it has made payment pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar Trustee shall note the Note Certificate Insurer's rights as subrogee upon the register of Class A Noteholders Certificateholders upon receipt from the Note Certificate Insurer of proof of payment by the Note Certificate Insurer of any Scheduled Payment for that classClass A Interest Distributable Amount or Class A Principal Distributable Amount. (d) The Trust Collateral Agent Trustee shall be entitled, but not obligated, entitled to enforce on behalf of the Class A Noteholders Certificateholders the obligations of the Note Certificate Insurer under the Policy. Notwithstanding any other provision of this Agreement, the Class A Noteholders Certificateholders are not entitled to institute proceedings directly against the Note Certificate Insurer.

Claims Under Policy. (a) In the event that the Trust Collateral Agent Trustee has delivered a Deficiency Notice with respect to any Determination Date, the Trust Collateral Agent Trustee shall determine on the related Draw Date whether the sum of (i) the amount of Available Funds with respect to such Determination Date (as stated in the Servicer's Certificate with respect to such Determination Date) plus (ii) the amount of the Deficiency Claim Amount, if any, available to be distributed pursuant to the Spread Account Agreement delivered by the Collateral Agent to the Trust Collateral Agent Trustee pursuant to a Deficiency Notice delivered with respect to such Payment Distribution Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Amount would be insufficient, after giving effect to the payments distributions required by Section 5.6(c)(i) and (ii5.5(a)(i)-(ii), to pay the Scheduled Payments sum of the Class A Interest Distributable Amount and the Class A Principal Distributable Amount for the related Payment Distribution Date, then in such event the Trust Collateral Agent Trustee shall furnish to the Note Security Insurer no later than 12:00 noon New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments Class A Interest Distributable Amount and the Class A Principal Distributable Amount with respect to such Payment Distribution Date (the amount of any such shortfall being hereinafter referred to as the "Policy Claim Amount"). Amounts paid by the Note Security Insurer under the Policy shall be deposited by the Trust Collateral Agent Trustee into the Policy Payments Account and thereafter into the Note Collection Account for payment to Class A Noteholders Certificate- holders on the related Payment Distribution Date (or promptly following payment on a later date as set forth in the Policy). (ba) Any notice delivered by the Trust Collateral Agent Trustee to the Note Security Insurer pursuant to Section 6.2(asubsection 6.4(a) shall specify the Policy Claim Amount claimed under the Policy and shall constitute a "Notice of Claim" under the Policy. In accordance with the provisions of the Policy, the Note Security Insurer is required to pay to the Trust Collateral Agent Trustee the Policy Claim Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Distribution Date. Any payment made by the Note Security Insurer under the Policy shall be applied solely to the payment of the Class A NotesCertificates, and for no other purpose. (cb) The Trust Collateral Agent Trustee shall (i) receive as attorney-in-fact of each Class A Noteholder Certi- ficateholder any Policy Claim Amount from the Note Security Insurer and (ii) deposit the same in the Policy Payments Collection Account for disbursement to the Noteholders Class A Certificate- holders as set forth in clauses (iii) and (iv) of Section 5.6(csubsection 5.5(a). Any and all Policy Claim Amounts disbursed by the Trust Collateral Agent Trustee from claims made under the Policy shall not be considered payment by the Issuer Trust or from the Spread Account with respect to such Class A NotesCertificates, and shall not discharge the obligations of the Issuer Trust with respect thereto. The Note Security Insurer shall, to the extent it makes any payment with respect to the Class A NotesCertificates, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes Certificates by or on behalf of the Note Security Insurer, each Class A Noteholder the Trustee shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Security Insurer all rights to the payment of interest or principal with respect to the Class A Notes Certificates which are then due for payment to the extent of all payments made by the Note Security Insurer and the Note Security Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes Certificates to the extent that it has made payment pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Certificate Registrar shall note the Note Security Insurer's rights as subrogee upon the register of Class A Noteholders Certificateholders upon receipt from the Note Security Insurer of proof of payment by the Note Security Insurer of any Scheduled Payment for that classClass A Interest Distributable Amount or Class A Principal Distributable Amount. (dc) The Trust Collateral Agent Trustee shall be entitled, but not obligated, entitled to enforce on behalf of the Class A Noteholders Certificateholders the obligations of the Note Security Insurer under the Policy. Notwithstanding any other provision of this Agreement, the Class A Noteholders Certificateholders are not entitled to institute proceedings directly against the Note Security Insurer.

Claims Under Policy. (a) In the event that the Trust Collateral Agent Trustee has delivered a Deficiency Notice with respect to any Determination Date, if the Trust Collateral Agent shall determine on the related Draw Date whether the sum of (i) the amount of Available Funds with respect to such Determination Date (as stated in the Servicer's Certificate with respect to such Determination Date) plus (ii) the amount of the Deficiency Claim Amount, if any, available to be distributed pursuant to the Spread Account Agreement by the Collateral Agent to the Trust Collateral Agent pursuant to a Deficiency Notice delivered with respect to such Insured Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Amount would be insufficient, after giving effect to the payments required by Section 5.6(c)(i) and (ii), to pay the Scheduled Payments for the related Payment DateDistribution Date is greater than zero, then in such event the Trust Collateral Agent Owner Trustee shall furnish to the Note Security Insurer no later than 12:00 noon New York City time on (with a copy to the related Draw Date Servicer) a completed Notice notice in the form set forth as an exhibit to the Certificate Policy (the "Certificate Policy Notice") in accordance with the terms of Claim the Certificate Policy in the amount of the shortfall in amounts so available to pay the Scheduled Payments with respect to such Payment Date (the amount of any such shortfall being hereinafter referred to as the "Policy Claim Amount")Certificate Insured Payment. Amounts paid by the Note Security Insurer under the Certificate Policy shall be deposited by the Trust Collateral Agent Owner Trustee into the Policy Payments Account and thereafter into the Note Certificate Distribution Account for payment to Class A Noteholders Certificateholders on the related Payment Distribution Date (or promptly following payment on a later date as set forth in the Certificate Policy). The Certificate Insured Payment shall have the meaning as set forth in the Certificate Policy. (b) Any notice delivered by the Trust Collateral Agent Owner Trustee to the Note Security Insurer pursuant to Section 6.2(asubsection 5A.1(a) shall specify the Policy Claim Amount Certificate Insured Payment claimed under the Certificate Policy and shall constitute a "Notice of ClaimNotice" under the Certificate Policy. In accordance with the provisions of the Certificate Policy, the Note Security Insurer is required to pay to the Trust Collateral Agent Owner Trustee the Policy Claim Amount Certificate Insured Payment properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third second Business Day (as defined in the Certificate Policy) following receipt on a Business Day (as defined in the Certificate Policy) of the Certificate Policy Notice of Claim, and (ii) the applicable Payment Distribution Date. Any payment made by the Note Security Insurer under the Certificate Policy shall be applied solely to the payment of the Class A NotesCertificates, and for no other purpose. (c) The Trust Collateral Agent Owner Trustee shall (i) receive as attorney-in-fact of each Class A Noteholder Certificateholder any Policy Claim Amount Certificate Insured Payment from the Note Security Insurer and (ii) deposit the same in the Policy Payments Certificate Distribution Account for disbursement to the Noteholders Certificateholders as set forth in clauses (iii) and (iv) of Section 5.6(c)the Trust Agreement. Any and all Policy Claim Amounts Certificate Insured Payments disbursed by the Trust Collateral Agent Owner Trustee from claims made under the Certificate Policy shall not be considered payment by the Issuer or from the Spread Account Trust with respect to such Class A NotesCertificates, and shall not discharge the obligations of the Issuer Trust with respect thereto. The Note Security Insurer shall, to the extent it makes any payment with respect to the Class A NotesCertificates, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes Certificates by or on behalf of the Note Security Insurer, each Class A Noteholder the Owner Trustee shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Security Insurer all rights to the payment of interest or principal with respect to the Class A Notes Certificates which are then due for payment to the extent of all payments made by the Note Security Insurer and the Note Security Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes Certificates, to the extent that it has made payment pursuant to the Certificate Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Certificate Registrar shall note the Note Security Insurer's rights as subrogee upon the register of Class A Noteholders Certificateholders upon receipt from the Note Security Insurer of proof of payment by the Note Security Insurer of any Scheduled Payment for that classCertificateholders' Interest Distributable Amount or Certificateholders' Principal Distributable Amount. (d) The Trust Collateral Agent Owner Trustee shall be entitled, but not obligated, entitled to enforce on behalf of the Class A Noteholders Certificateholders the obligations of the Note Security Insurer under the Certificate Policy. Notwithstanding any other provision of this Agreement, the Class A Noteholders Certificateholders are not entitled to make a claim directly under the Certificate Policy or institute proceedings directly against the Note Security Insurer.

Claims Under Policy. (a) In If on any Determination Date the event Servicer has reported to the Trustee in the Monthly Servicer Report that the Trust Collateral Agent Servicer has delivered a Deficiency Notice with respect to any determined that (A) as of the opening of business of the Trustee on such Determination Date, the Trust Collateral Agent shall determine on the related Draw Date whether the sum of (i) the amount of Available Funds with respect to such Determination Date (as stated on deposit in the Servicer's Certificate Collection Account, together with respect any amounts on deposit in the Reserve Account and the Note Payment Account, are insufficient to such Determination Date) plus (ii) provide for the amount payment in full of the Deficiency Claim Amount, if any, available to be distributed pursuant to the Spread Account Agreement by the Collateral Agent to the Trust Collateral Agent pursuant to a Deficiency Notice delivered with respect to such Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Interest Distributable Amount would be insufficient, after giving effect to the payments required by Section 5.6(c)(i) and (ii), to pay the Scheduled Payments for the related Payment Date, then in such event the Trust Collateral Agent shall furnish to the Note Insurer no later than 12:00 noon New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments with respect to such Payment Date (the amount of any such shortfall being hereinafter referred to as the "Policy Claim Amount"). Amounts paid by the Note Insurer under the Policy shall be deposited by the Trust Collateral Agent into the Policy Payments Account and thereafter into the Note Account for payment to Class A Noteholders payable on the related Payment Date (or promptly following after giving effect to each payment required to be made prior to such payment on such Payment Date pursuant to Section 4.04(b)), and/or (B) if such Payment Date is the Final Payment Date and the Note Balance has not been reduced to zero prior to such Determination Date, and all amounts then on deposit in the Collection Account, together with any amounts then on deposit in the Reserve Account and the Note Payment Account are insufficient to make a later date as payment to the Noteholders reducing the Note Balance to zero (after giving effect to each payment required to be made prior to such payment on the Final Payment Date pursuant to Section 4.04(b)), then by 2:00 p.m., New York time on such Determination Date, the Trustee shall deliver to the Note Insurer and the Servicer a completed notice for payment in the form set forth as Exhibit A to the Policy (the "Notice for Payment"), and shall confirm delivery of such Notice for Payment, each as specified in the Policy). The Notice for Payment shall specify the amount of the Interest Deficiency Draw Amount and/or the Final Principal Deficiency Amount (as each such term is defined in the Policy) and shall constitute a claim pursuant to the Policy. Upon receipt of any payments on behalf of the Trust under the Policy, the Trustee shall deposit any Interest Deficiency Draw Amount and/or Principal Deficiency Draw Amount in the Note Payment Account. Such amounts shall be distributed pursuant to Section 4.04. (b) Any notice delivered by the Trust Collateral Agent to The Trustee shall receive in the Note Insurer pursuant to Section 6.2(a) shall specify the Policy Claim Amount claimed under the Policy and shall constitute a "Notice of Claim" under the Policy. In accordance with the provisions of the PolicyPayment Account, the Note Insurer is required to pay to the Trust Collateral Agent the Policy Claim Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Date. Any payment made by the Note Insurer under the Policy shall be applied solely to the payment of the Class A Notes, and for no other purpose. (c) The Trust Collateral Agent shall (i) receive as attorney-in-fact of each Class A Noteholder Noteholder, any Policy Claim Amount payment from the Note Insurer and (ii) deposit disburse the same to each Noteholder, for the purposes and in the Policy Payments Account for disbursement to respective amounts required in accordance with the Noteholders as set forth in clauses (iii) and (iv) provisions of Section 5.6(c). Any and all Policy Claim Amounts disbursed by the Trust Collateral Agent from claims made under the Policy shall not be considered payment by the Issuer or from the Spread Account with respect to such Class A Notes, and shall not discharge the obligations of the Issuer with respect thereto. The Note Insurer shall, to the extent it makes any payment with respect to the Class A Notes, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes by or on behalf of the Note Insurer, each Class A Noteholder shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer all rights to the payment of interest or principal with respect to the Class A Notes which are then due for payment to the extent of all payments made by the Note Insurer and the Note Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes to the extent that it has made payment pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar shall note the Note Insurer's rights as subrogee upon the register of Class A Noteholders upon receipt from the Note Insurer of proof of payment by the Note Insurer of any Scheduled Payment for that class4.04. (d) The Trust Collateral Agent shall be entitled, but not obligated, to enforce on behalf of the Class A Noteholders the obligations of the Note Insurer under the Policy. Notwithstanding any other provision of this Agreement, the Class A Noteholders are not entitled to institute proceedings directly against the Note Insurer.

Claims Under Policy. (a) In the event that the Trust Collateral Agent Custodian has delivered a Deficiency Notice determined that there are insufficient funds on deposit, for the payment of the amounts set forth in Section 5(a) FOURTH or Sections 5(b) THIRD, FOURTH or SIXTH (x) and, on the Distribution Date on or immediately following the date that is three months after the final scheduled maturity date of the last maturing Receivable in the Total Receivables Pool, SIXTH (y) with respect to any Determination DateDistribution Date based upon the amounts available for payment of such amounts, as set forth in such clauses, the Trust Collateral Agent shall determine on the related Draw Date whether the sum of (i) the amount of Available Funds with respect to such Determination Date (as stated in the Servicer's Certificate with respect to such Determination Date) plus (ii) the amount of the Deficiency Claim Amount, if any, available to be distributed pursuant to the Spread Account Agreement by the Collateral Agent to the Trust Collateral Agent pursuant to a Deficiency Notice delivered with respect to such Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Amount would be insufficient, after giving effect to the payments required by Section 5.6(c)(i) and (ii), to pay the Scheduled Payments for the related Payment Date, then in such event the Trust Collateral Agent Custodian shall furnish to the Note Insurer no later than 12:00 noon New York City time on the related Draw Date a completed Notice of Claim under and in accordance with the Policy in the amount of the shortfall in amounts so available to pay the Scheduled Payments with respect to such Payment Date insufficiency (the amount of any such shortfall being hereinafter referred to as the "Policy Claim Amount")) no later than the Draw Date. Amounts paid by the Note Insurer pursuant to a claim submitted under the Policy this Section 29(a) shall be deposited paid by the Trust Collateral Custodian to the Agent into the Policy Payments Account and thereafter into the Note Account for payment to Class A Noteholders on the related Payment Date (Investors or promptly following in respect of the payment on a later date as set forth in of the Policy). (b) Any notice delivered by the Trust Collateral Agent Post Termination Fee, to the Note Insurer Facility Agent for payment pursuant to Section 6.2(a) shall specify the Policy Claim Amount claimed under the Policy and shall constitute a "Notice of Claim" under the Policy. In accordance with the provisions of the Policy, the Note Insurer is required to pay to the Trust Collateral Agent the Policy Claim Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment DateFee Letter. Any payment made by the Note Insurer under the Policy shall be applied solely to the payment of the Class A NotesNotes and the Post Termination Fee, and for no other purpose. (cb) The Trust Collateral Agent shall (i) receive as attorney-in-fact of each Class A Noteholder any Policy Claim Amount from the Note Insurer and (ii) deposit the same in the Policy Payments Account for disbursement to the Noteholders as set forth in clauses (iii) and (iv) of Section 5.6(c). Any and all amounts claimed under the Policy Claim Amounts and disbursed by the Trust Collateral Agent Custodian from claims made under the Policy shall not be considered payment by the Issuer or from the Spread Account Borrower with respect to such Class A NotesNotes or otherwise, and shall not discharge the obligations of the Issuer Borrower with respect thereto. The Note Insurer FSA shall, to the extent it makes any payment with respect to the Class A NotesNotes or the Post Termination Fee, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes or the Post Termination Fee by or on behalf of FSA, the Note Insurer, each Class A Noteholder Custodian shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer FSA all rights to the payment of interest Yield or principal with respect to the Class A Notes or the Post Termination Fee which are then due for payment to the extent of all payments made by the Note Insurer FSA, and the Note Insurer FSA may exercise any option, vote, right, power or the like with respect to the Class A Notes to the extent that it has made payment of principal and Yield pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar Custodian shall note the Note InsurerFSA's rights as subrogee upon the register of Class A Noteholders Note Register upon receipt from the Note Insurer FSA of proof of payment by FSA under the Note Insurer Policy. The foregoing subrogation shall in all cases be subject to the rights of any Scheduled Payment the Investors to receive all payments in respect of the Notes. (c) The Custodian shall keep a complete and accurate record of all funds paid by FSA for that classYield and principal paid in respect of the Notes. FSA shall have the right to inspect such records at reasonable times upon one Business Day's prior notice to the Custodian. (d) The Trust Collateral Agent Custodian shall be entitled, but not obligated, entitled to enforce on behalf of the Class A Noteholders Investors the obligations of the Note Insurer FSA under the Policy. Notwithstanding any other provision of this Agreementany Transaction Document, the Class A Noteholders Investors are not entitled to institute proceedings directly against the Note InsurerFSA.

Claims Under Policy. (a) In If on any Determination Date the event Servicer has reported to the Trustee in the Monthly Servicer Report that the Trust Collateral Agent Servicer has delivered a Deficiency Notice with respect to any determined that (A) as of the opening of business of the Trustee on such Determination Date, the Trust Collateral Agent shall determine on the related Draw Date whether the sum of (i) the amount of Available Funds with respect to such Determination Date (as stated on deposit in the Servicer's Certificate Collection Account, together with respect any amounts on deposit in the Reserve Account and the Note Payment Account, are insufficient to such Determination Date) plus (ii) provide for the amount payment in full of the Deficiency Claim Amount, if any, available to be distributed pursuant to the Spread Account Agreement by the Collateral Agent to the Trust Collateral Agent pursuant to a Deficiency Notice delivered with respect to such Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Interest Distributable Amount would be insufficient, after giving effect to the payments required by Section 5.6(c)(i) and (ii), to pay the Scheduled Payments for the related Payment Date, then in such event the Trust Collateral Agent shall furnish to the Note Insurer no later than 12:00 noon New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments with respect to such Payment Date (the amount of any such shortfall being hereinafter referred to as the "Policy Claim Amount"). Amounts paid by the Note Insurer under the Policy shall be deposited by the Trust Collateral Agent into the Policy Payments Account and thereafter into the Note Account for payment to Class A Noteholders payable on the related Payment Date (or promptly following after giving effect to each payment required to be made prior to such payment on a later date as set forth such Payment Date pursuant to Section 4.04(b)), and/or (B) if such Payment Date is the Final Payment Date and the Note Balance has not been reduced to zero prior to such Determination Date, and all amounts then on deposit in the PolicyCollection Account, together with any amounts then on deposit in the Reserve Account and the Note Payment Account are insufficient to make a payment to the Noteholders reducing the Note Balance to zero (after giving effect to each payment required to be made prior to such payment on the Final Payment Date pursuant to Section 4.04(b). (b) Any notice delivered ), then by 2:00 p.m., New York time on such Determination Date, the Trust Collateral Agent Trustee shall deliver to the Note Insurer pursuant and the Servicer a completed notice for payment in the form set forth as Exhibit A to Section 6.2(a) the Policy (the "Notice for Payment"), and shall confirm delivery of such Notice for Payment, each as specified in the Policy. The Notice for Payment shall specify the Policy Claim Amount claimed under the Policy and shall constitute a "Notice of Claim" under the Policy. In accordance with the provisions amount of the Policy, Interest Deficiency Draw Amount and/or the Note Insurer is required to pay to the Trust Collateral Agent the Policy Claim Final Principal Deficiency Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third Business Day (as each such term is defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Date. Any payment made by the Note Insurer under the Policy shall be applied solely to the payment of the Class A Notes, and for no other purpose. (c) The Trust Collateral Agent shall (i) receive as attorney-in-fact of each Class A Noteholder any Policy Claim Amount from the Note Insurer and (ii) deposit the same in the Policy Payments Account for disbursement to the Noteholders as set forth in clauses (iii) and (iv) of Section 5.6(c). Any and all Policy Claim Amounts disbursed by the Trust Collateral Agent from claims made under the Policy shall not be considered payment by the Issuer or from the Spread Account with respect to such Class A Notes, and shall not discharge the obligations of the Issuer with respect thereto. The Note Insurer shall, to the extent it makes any payment with respect to the Class A Notes, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes by or on behalf of the Note Insurer, each Class A Noteholder shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer all rights to the payment of interest or principal with respect to the Class A Notes which are then due for payment to the extent of all payments made by the Note Insurer and the Note Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes to the extent that it has made payment constitute a claim pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar shall note the Note Insurer's rights as subrogee upon the register of Class A Noteholders upon Upon receipt from the Note Insurer of proof of payment by the Note Insurer of any Scheduled Payment for that class. (d) The Trust Collateral Agent shall be entitled, but not obligated, to enforce payments on behalf of the Class A Noteholders the obligations of the Note Insurer Trust under the Policy. Notwithstanding any other provision of this Agreement, the Class A Noteholders are not entitled to institute proceedings directly against Trustee shall deposit any Interest Deficiency Draw Amount and/or Principal Deficiency Draw Amount in the Note InsurerPayment Account. Such amounts shall be distributed pursuant to Section 4.04.

Claims Under Policy. (axv) In the event that the Trust Collateral Agent Trustee has delivered a Deficiency Notice with respect to any Determination Date, the Trust Collateral Agent Trustee shall determine on the related Draw Date whether the sum of (i) the amount of Available Funds Total Distribution Amount with respect to such Determination Date (as stated in the Servicer's Certificate with respect to such Determination Date) plus (ii) the amount of the Deficiency Claim Amount, if any, available to be distributed pursuant to the Spread Account Agreement by the Collateral Agent to the Trust Collateral Agent Trustee pursuant to a Deficiency Notice delivered with respect to such Payment Distribution Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Amount would be insufficient, after giving effect to the payments distributions required by Section 5.6(c)(i4.6(c)(i) and (ii), to pay the Scheduled Payments Guaranteed Distributions for the related Payment Distribution Date, then in such event the Trust Collateral Agent Trustee shall furnish to the Note Certificate Insurer no later than 12:00 noon New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments Guaranteed Distributions with respect to such Payment Distribution Date (the amount of any such shortfall being hereinafter referred to as the "Policy Claim Amount"). Amounts paid by the Note Certificate Insurer under the Policy shall be deposited by the Trust Collateral Agent Trustee into the Policy Payments Account and thereafter into the Note Certificate Account for payment to Class A Noteholders Certificateholders on the related Payment Distribution Date (or promptly following payment on a later date as set forth in the Policy). (b) Any notice delivered by the Trust Collateral Agent to the Note Insurer pursuant to Section 6.2(a) shall specify the Policy Claim Amount claimed under the Policy and shall constitute a "Notice of Claim" under the Policy. In accordance with the provisions of the Policy, the Note Insurer is required to pay to the Trust Collateral Agent the Policy Claim Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Date. Any payment made by the Note Insurer under the Policy shall be applied solely to the payment of the Class A Notes, and for no other purpose. (c) The Trust Collateral Agent shall (i) receive as attorney-in-fact of each Class A Noteholder any Policy Claim Amount from the Note Insurer and (ii) deposit the same in the Policy Payments Account for disbursement to the Noteholders as set forth in clauses (iii) and (iv) of Section 5.6(c). Any and all Policy Claim Amounts disbursed by the Trust Collateral Agent from claims made under the Policy shall not be considered payment by the Issuer or from the Spread Account with respect to such Class A Notes, and shall not discharge the obligations of the Issuer with respect thereto. The Note Insurer shall, to the extent it makes any payment with respect to the Class A Notes, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes by or on behalf of the Note Insurer, each Class A Noteholder shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer all rights to the payment of interest or principal with respect to the Class A Notes which are then due for payment to the extent of all payments made by the Note Insurer and the Note Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes to the extent that it has made payment pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar shall note the Note Insurer's rights as subrogee upon the register of Class A Noteholders upon receipt from the Note Insurer of proof of payment by the Note Insurer of any Scheduled Payment for that class. (d) The Trust Collateral Agent shall be entitled, but not obligated, to enforce on behalf of the Class A Noteholders the obligations of the Note Insurer under the Policy. Notwithstanding any other provision of this Agreement, the Class A Noteholders are not entitled to institute proceedings directly against the Note Insurer.

Claims Under Policy. (a) In the event that the Trust Collateral Agent Trustee has delivered a Deficiency Notice with respect to any Determination Date, the Trust Collateral Agent Trustee shall determine on the related Draw Date whether the sum of (i) the amount of Available Funds with respect to such Determination Date (as stated in the Servicer's Certificate with respect to such Determination Date) plus (ii) the amount of the Deficiency Claim Amount, if any, available to be distributed pursuant to the Spread Account Agreement delivered by the Collateral Agent to the Trust Collateral Agent pursuant to a Deficiency Notice delivered Trustee in accordance with respect to such Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a14.04(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Amount would be insufficient, after giving effect to the payments distributions required by Section 5.6(c)(i) and (ii14.06(b)(i)-(ii), to pay the Scheduled Payments sum of the Interest Distributable Amount and the Principal Distributable Amount for the related Payment Distribution Date, then in such event the Trust Collateral Agent Trustee shall furnish to the Note Certificate Insurer (with a copy to the Servicer) no later than 12:00 noon New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments Interest Distributable Amount and the Principal Distributable Amount with respect to such Payment Distribution Date (the amount of any such shortfall being hereinafter referred to as the "Policy Claim Amount"). Amounts paid by the Note Certificate Insurer under the Policy shall be deposited by the Trust Collateral Agent Trustee into the Policy Payments Account and thereafter into the Note Collection Account for payment to Class A Noteholders Certificateholders on the related Payment Distribution Date (or promptly following payment on a later date as set forth in the Policy). (b) Any notice delivered by the Trust Collateral Agent Trustee to the Note Certificate Insurer pursuant to Section 6.2(asubsection 14A.02(a) shall specify the Policy Claim Amount claimed under the Policy and shall constitute a "Notice of Claim" under the Policy. In accordance with the provisions of the Policy, the Note Certificate Insurer is required to pay to the Trust Collateral Agent Trustee the Policy Claim Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Distribution Date. Any payment made by the Note Certificate Insurer under the Policy shall be applied solely to the payment of the Class A NotesCertificates, and for no other purpose. (c) The Trust Collateral Agent Trustee shall (i) receive as attorney-in-fact of each Class A Noteholder Certificateholder any Policy Claim Amount from the Note Certificate Insurer and (ii) deposit the same in the Policy Payments Account and thereafter into Collection Account for disbursement to the Noteholders Certificateholders as set forth in clauses (iii) and (iv) of Section 5.6(csubsection 14.06(b). Any and all Policy Claim Amounts disbursed by the Trust Collateral Agent Trustee from claims made under the Policy shall not be considered payment by the Issuer Trust or from the Spread Account with respect to such Class A NotesCertificates, and shall not discharge the obligations of the Issuer Trust with respect thereto. The Note Certificate Insurer shall, to the extent it makes any payment with respect to the Class A NotesCertificates, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes Certificates by or on behalf of the Note Certificate Insurer, each Class A Noteholder the Trustee shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Certificate Insurer all rights to the payment of interest or principal with respect to the Class A Notes Certificates which are then due for payment to the extent of all payments made by the Note Certificate Insurer and the Note Certificate Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes Certificates to the extent that it has made payment pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Certificate Registrar shall note the Note Certificate Insurer's rights as subrogee upon the register of Class A Noteholders Certificateholders upon receipt from the Note Certificate Insurer of proof of payment by the Note Certificate Insurer of any Scheduled Payment for that classInterest Distributable Amount or Principal Distributable Amount. (d) The Trust Collateral Agent Trustee shall be entitled, but not obligated, entitled to enforce on behalf of the Class A Noteholders Certificateholders the obligations of the Note Certificate Insurer under the Policy. Notwithstanding any other provision of this Agreement, the Class A Noteholders Certificateholders are not entitled to make a claim directly under the Policy or institute proceedings directly against the Note Certificate Insurer.

Claims Under Policy. (a) In the event that the Trust Collateral Agent has delivered a Deficiency Notice with respect to any Determination Date, the Trust Collateral Agent shall determine on the related Draw Date whether the sum of (i) the amount of Available Funds with respect to such Determination Date (as stated in the Servicer's Certificate with respect to such Determination Date) plus (ii) the amount of the Deficiency Claim Amount, if any, available to be distributed pursuant to the Spread Account Agreement by the Collateral Agent to the Trust Collateral Agent pursuant to a Deficiency Notice delivered with respect to such Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Amount would be insufficient, after giving effect to the payments required by Section 5.6(c)(i) and (ii), to pay the Scheduled Payments for the related Payment Date, then in such event the Trust Collateral Agent shall furnish to the Note Insurer no later than 12:00 noon New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments with respect to such Payment Date (the amount of any such shortfall being hereinafter referred to as the "Policy Claim Amount"). Amounts paid by the Note Insurer under the Policy shall be deposited by the Trust Collateral Agent into the Policy Payments Account and thereafter into the Note Account for payment to Class A Noteholders on the related Payment Date (or promptly following payment on a later date as set forth in the Policy). (b) Any notice delivered by the Trust Collateral Agent to the Note Insurer pursuant to Section 6.2(a) shall specify the Policy Claim Amount claimed under the Policy and shall constitute a "Notice of Claim" under the Policy. In accordance with the provisions of the Policy, the Note Insurer is required to pay to the Trust Collateral Agent the Policy Claim Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third second Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Date. Any payment made by the Note Insurer under the Policy shall be applied solely to the payment of the Class A Notes, and for no other purpose. (c) The Trust Collateral Agent shall (i) receive as attorney-in-fact of each Class A Noteholder any Policy Claim Amount from the Note Insurer and (ii) deposit the same in the Policy Payments Account for disbursement to the Noteholders as set forth in clauses (iii) and (iv) of Section 5.6(c). Any and all Policy Claim Amounts disbursed by the Trust Collateral Agent from claims made under the Policy shall not be considered payment by the Issuer or from the Spread Account with respect to such Class A Notes, and shall not discharge the obligations of the Issuer with respect thereto. The Note Insurer shall, to the extent it makes any payment with respect to the Class A Notes, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes by or on behalf of the Note Insurer, each Class A Noteholder shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer all rights to the payment of interest or principal with respect to the Class A Notes which are then due for payment to the extent of all payments made by the Note Insurer and the Note Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes to the extent that it has made payment pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar shall note the Note Insurer's rights as subrogee upon the register of Class A Noteholders upon receipt from the Note Insurer of proof of payment by the Note Insurer of any Scheduled Interest Payment for that classAmount or Principal Payment Amount. (d) The Trust Collateral Agent shall be entitled, but not obligated, to enforce on behalf of the Class A Noteholders the obligations of the Note Insurer under the Policy. Notwithstanding any other provision of this Agreement, the Class A Noteholders are not entitled to institute proceedings directly against the Note Insurer.

Claims Under Policy. (a) In the event that the Trust Collateral Agent has delivered a Deficiency Notice with respect to any Determination Date, the Trust Collateral Agent shall determine on the related Draw Date whether the sum of (i) If on any Determination ------------------- Date the amount of Available Funds with respect Servicer has reported to such Determination Date (as stated the Trustee in the Servicer's Certificate with respect to that the Servicer has determined (A) that for such Determination Date) plus (ii) Monthly Collection Period the amount of the Deficiency Claim Amount, if any, available to be distributed pursuant to the Spread Account Agreement by the Collateral Agent to the Trust Collateral Agent pursuant to a Deficiency Notice delivered with respect to such Payment Date (as stated on deposit in the certificate delivered Interest Distribution Account, including any Reserve Fund Interest Transfer Amount to be transferred on the immediately preceding Deficiency Claim related Deposit Date, is insufficient to provide for the Interest Distributable Amount on such Distribution Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) or the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from on deposit in the Supplemental Enhancement Principal Distribution Account, including any Reserve Fund Principal Transfer Amount would to be insufficienttransferred on the related Deposit Date, after giving effect is insufficient to the payments required by Section 5.6(c)(i) and (ii), to pay the Scheduled Payments provide for the related Payment Principal Distributable Amount on such Distribution Date, then in such event the Trust Collateral Agent shall furnish prior to the Note Insurer no later than 12:00 noon 1.00 p.m. New York City time on the related Draw Date next Business Day the Trustee shall furnish the Certificate Insurer and the Servicer with a completed notice in the form set forth as Exhibit A to the Policy (the "Notice of Claim in for Payment"). The Notice for Payment ------------------ shall specify the amount of the shortfall in amounts so available to pay Interest Deficiency Draw Amount and/or the Scheduled Payments with respect to such Payment Date (the amount of any such shortfall being hereinafter referred to as the "Policy Claim Amount"). Amounts paid by the Note Insurer under the Policy shall be deposited by the Trust Collateral Agent into the Policy Payments Account and thereafter into the Note Account for payment to Class A Noteholders on the related Payment Date (or promptly following payment on a later date as set forth in the Policy). (b) Any notice delivered by the Trust Collateral Agent to the Note Insurer pursuant to Section 6.2(a) shall specify the Policy Claim Principal Deficiency Draw Amount claimed under the Policy and shall constitute a "Notice of Claim" under the Policy. In accordance with the provisions of the Policy, the Note Insurer is required to pay to the Trust Collateral Agent the Policy Claim Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Date. Any payment made by the Note Insurer under the Policy shall be applied solely to the payment of the Class A Notes, and for no other purpose. (c) The Trust Collateral Agent shall (i) receive as attorney-in-fact of each Class A Noteholder any Policy Claim Amount from the Note Insurer and (ii) deposit the same in the Policy Payments Account for disbursement to the Noteholders as set forth in clauses (iii) and (iv) of Section 5.6(c). Any and all Policy Claim Amounts disbursed by the Trust Collateral Agent from claims made under the Policy shall not be considered payment by the Issuer or from the Spread Account with respect to such Class A Notes, and shall not discharge the obligations of the Issuer with respect thereto. The Note Insurer shall, to the extent it makes any payment with respect to the Class A Notes, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes by or on behalf of the Note Insurer, each Class A Noteholder shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer all rights to the payment of interest or principal with respect to the Class A Notes which are then due for payment to the extent of all payments made by the Note Insurer and the Note Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes to the extent that it has made payment claim pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar shall note the Note Insurer's rights as subrogee upon the register of Class A Noteholders upon Upon receipt from the Note Insurer of proof of payment by the Note Insurer of any Scheduled Payment for that class. (d) The Trust Collateral Agent shall be entitled, but not obligated, to enforce payments on behalf of the Class A Noteholders the obligations of the Note Insurer Certificateholders under the Policy. Notwithstanding any other provision of this Agreement, the Class A Noteholders are not entitled Trustee shall deposit any Interest Deficiency Draw Amount in the Interest Distribution Account and deposit any Principal Deficiency Draw Amount in the Principal Distribution Account. Such amounts shall be distributed pursuant to institute proceedings directly against the Note Insurer.Section 6.07. ------------

Claims Under Policy. (a) In the event that the Trust Collateral Agent has delivered received a Deficiency Notice with respect to Notice, or otherwise has actual knowledge or is aware of the existence of a Deficiency Claim Amount, on any Determination Date, the Trust Collateral Agent shall determine on the related Draw Date whether the sum of (i) the amount of Available Funds with respect to on such Determination Date (as stated in the Servicer's Certificate with respect to such Determination Date) plus (ii) the amount of the Deficiency Claim Reserve Account Application Amount, if any, available to be distributed pursuant to the Spread Account Agreement by the Collateral Agent to the Trust Collateral Agent pursuant to a Deficiency Notice delivered with respect to such Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amountany Insurer Optional Deposits, if any, available to be withdrawn from the Supplemental Enhancement Amount would be insufficient, after giving effect to the payments required by Section 5.6(c)(i) and (ii), insufficient to pay the Scheduled Covered Payments (as defined in the Policy) for the related Payment Date, then in such event the Trust Collateral Agent shall furnish to the Note Insurer no later than 12:00 noon p.m., New York City time time, on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Covered Payments with respect to such Payment Date (Date. In each Notice of Claim furnished by the amount of any such shortfall being hereinafter referred Collateral Agent to as the "Insurer, the Collateral Agent shall direct the Insurer to deliver the related Policy Claim Amount"). Amounts paid , by wire transfer, directly to the Note Insurer under the Policy shall be deposited by the Trust Collateral Agent into the Policy Payments Account and thereafter into the Note Account for payment to Class A Noteholders on the related Payment Date (or promptly following payment on a later date as set forth in the Policy)Collection Account. (b) Any notice delivered by the Trust Collateral Agent to the Note Insurer pursuant to Section 6.2(a(a) shall specify the Policy Claim Amount claimed under the Policy and shall constitute a "Notice of Claim" under the Policy. In accordance --------------- with the provisions of the Policy, the Note Insurer is required to pay to the Trust Collateral Agent the Policy Claim Amount properly claimed thereunder by 12:00 noonp.m., New York City time, on the later of (i) the third fifth Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the such Notice of Claim, and (ii) the applicable Payment Date. Any payment made by the Note Insurer under the Policy shall be applied solely to the payment Covered Payments in respect of the Class A NotesSecured Obligations, and for no other purpose. (c) The Trust Collateral Agent shall (i) receive as attorney-in-fact of each Class A Noteholder the Lender any Policy Claim Amount from the Note Insurer and (ii) deposit the same in the Policy Payments Collection Account for disbursement application to the Noteholders as set forth in clauses (iii) and (iv) of Section 5.6(c)Covered Payments. Any and all Policy Claim Amounts disbursed by the Trust Collateral Agent from claims made under the Policy shall not be considered payment by the Issuer Borrower or from the Spread Reserve Account with respect to such Class A Notesthe Secured Obligations, and shall not discharge the obligations of the Issuer Borrower with respect thereto. The Note Insurer shall, to the extent it makes any payment Covered Payment with respect to the Class A NotesSecured Obligations, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment Covered Payment with respect to the Class A Notes Secured Obligations by or on behalf of the Note Insurer, each Class A Noteholder the Lender shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer all rights to the payment of interest or principal with respect to the Class A Notes Secured Obligations which are then due for payment to the extent of all payments Covered Payments made by the Note Insurer and the Note Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes Secured Obligations to the extent that it has made payment pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar shall note the Note Insurer's rights as subrogee upon the register of Class A Noteholders upon receipt from the Note Insurer of proof of payment by the Note Insurer of any Scheduled Payment for that class. (d) The Trust Collateral Agent shall be entitled, but not obligated, entitled to enforce on behalf of the Class A Noteholders Lender the obligations of the Note Insurer under the Policy. Notwithstanding any other provision of this Agreement, the Class A Noteholders are not entitled to institute proceedings directly against the Note Insurer.

Claims Under Policy. (a) In the event that the Trust Collateral Agent has delivered a Deficiency Notice with respect to any On each Determination Date, the Trust Collateral Agent Trustee shall determine on from the related Draw Date whether the sum of (i) the amount of Available Funds Servicer Report with respect to such Determination the immediately following Payment Date (as stated in the Servicer's Certificate with respect to such Determination Date) plus (ii) the amount of the Deficiency Claim Amount, if any. If the Trustee determines that a Deficiency Amount would exist, available to be distributed pursuant the Trustee shall complete a Notice in the form of Exhibit A to the Spread Account Agreement by the Collateral Agent Policy and submit such Notice to the Trust Collateral Agent pursuant to a Deficiency Notice delivered with respect to such Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Amount would be insufficient, after giving effect to the payments required by Section 5.6(c)(i) and (ii), to pay the Scheduled Payments for the related Payment Date, then in such event the Trust Collateral Agent shall furnish to the Note Insurer no later than 12:00 noon New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments with respect to third Business Day preceding such Payment Date (as a claim for payment in an amount equal to the amount of any such shortfall being hereinafter referred to as the "Policy Claim Deficiency Amount"). Amounts paid by the Note Insurer pursuant to a claim submitted under the Policy this Section 4.01 shall be deposited by the Trust Collateral Agent Trustee into the Policy Payments Account and thereafter into the Note Collection Account for payment to Class A Noteholders on the related Payment Date (or promptly following payment on a later date as set forth in the Policypursuant to Section 3.03(b). (b) Any notice delivered by the Trust Collateral Agent Trustee to the Note Insurer pursuant to Section 6.2(a4.01(a) shall specify the Policy Claim Deficiency Amount claimed under the Policy and shall constitute a "Notice of ClaimNotice" (as defined in the Policy) under the Policy. In accordance with the provisions of the Policy, the Note Insurer is required to pay to the Trust Collateral Agent Trustee the Policy Claim Deficiency Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Date. Any Except as otherwise provided in Section 3.07(a), any payment made by the Note Insurer under the Policy by the Insurer shall be applied solely to the payment of the Class A NotesNotes as set forth in the Policy, and for no other purpose. (c) The Trust Collateral Agent Trustee shall (i) receive as attorney-in-fact of each Class A Noteholder any Policy Claim Deficiency Amount from the Note Insurer and (ii) deposit the same in the Policy Payments Collection Account for disbursement payment to the Noteholders as set forth provided in clauses (iii) and (iv) of Section 5.6(c3.03(b). Any and all Policy Claim Amounts For the purposes of clause (d) below, any Deficiency Amount disbursed by the Trust Collateral Agent Trustee from claims made under the Policy shall not be considered payment by the Issuer or from the Spread Account with respect to such Class A Notes, and shall not discharge the obligations of the Issuer with respect thereto. The Note Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 3.03(b) with respect to each Insured Payment made by the Insurer. (d) The Insurer shall, to the extent it makes any payment with respect to the Class A Notes, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes by or on behalf of the Note Insurer, each Class A Noteholder the Trustee and the Noteholders shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer all rights to the payment of interest or principal with respect to the Class A Notes which are then due for payment to the extent of all payments made by the Note Insurer Insurer, and the Note Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes to the extent that it has made payment pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar (as defined in this Indenture) shall note the Note Insurer's rights as subrogee upon the register of Class A Noteholders upon receipt from the Note Insurer of proof of payment by the Note Insurer of any Scheduled Insured Payment for that class(as defined in the Policy). The foregoing subrogation shall in all cases be subject to the rights of the Noteholders to receive all Insured Payments (as defined in the Policy) in respect of the Notes. (de) The Trust Collateral Agent Trustee shall keep a complete and accurate record of all Policy proceeds deposited into the Collection Account and the allocation of such funds to payment of interest on and principal paid in respect of any Note. The Insurer shall have the right to inspect such records at reasonable times upon one Business Day's prior notice to the Trustee. (f) The Trustee shall be entitled, but not obligated, entitled to enforce on behalf of the Class A Noteholders the obligations of the Note Insurer under the Policy. Notwithstanding any other provision of this AgreementIndenture or any Transaction Documents, the Class A Noteholders are not entitled to make any claims under the Policy or institute proceedings directly against the Note Insurer.

Claims Under Policy. (a) In the event that the Trust Collateral Agent has delivered a Deficiency Notice with respect to any Determination Date, the Trust Collateral Agent shall determine on the related Draw Date whether the sum of (i) If on any Determination ------------------- Date the amount of Available Funds with respect Servicer has reported to such Determination Date (as stated the Trustee in the Servicer's Certificate that the Servicer has determined (A) that for such Monthly Collection Period the amount to be on deposit in the Interest Distribution Account, including any Reserve Fund Interest Transfer Amount to be transferred on the related Deposit Date, is insufficient to provide for the Interest Distributable Amount on such Distribution Date or the amount to be on deposit in the Principal Distribution Account, including any Reserve Fund Principal Transfer Amount to be transferred on the related Deposit Date, is insufficient to provide for the Principal Distributable Amount on such Distribution Date, then on the next Business Day the Trustee shall furnish the Certificate Insurer and the Servicer with respect a completed notice in the form set forth as Exhibit A to such Determination Date) plus the Policy (ii) the "Notice ------ for Payment"). The Notice for Payment shall specify the amount of the Interest ----------- Deficiency Claim Amount, if any, available to be distributed pursuant to Draw Amount and/or the Spread Account Agreement by the Collateral Agent to the Trust Collateral Agent pursuant to a Principal Deficiency Notice delivered with respect to such Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Draw Amount would be insufficient, after giving effect to the payments required by Section 5.6(c)(i) and (ii), to pay the Scheduled Payments for the related Payment Date, then in such event the Trust Collateral Agent shall furnish to the Note Insurer no later than 12:00 noon New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments with respect to such Payment Date (the amount of any such shortfall being hereinafter referred to as the "Policy Claim Amount"). Amounts paid by the Note Insurer under the Policy shall be deposited by the Trust Collateral Agent into the Policy Payments Account and thereafter into the Note Account for payment to Class A Noteholders on the related Payment Date (or promptly following payment on a later date as set forth in the Policy). (b) Any notice delivered by the Trust Collateral Agent to the Note Insurer pursuant to Section 6.2(a) shall specify the Policy Claim Amount claimed under the Policy and shall constitute a "Notice of Claim" under the Policy. In accordance with the provisions of the Policy, the Note Insurer is required to pay to the Trust Collateral Agent the Policy Claim Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Date. Any payment made by the Note Insurer under the Policy shall be applied solely to the payment of the Class A Notes, and for no other purpose. (c) The Trust Collateral Agent shall (i) receive as attorney-in-fact of each Class A Noteholder any Policy Claim Amount from the Note Insurer and (ii) deposit the same in the Policy Payments Account for disbursement to the Noteholders as set forth in clauses (iii) and (iv) of Section 5.6(c). Any and all Policy Claim Amounts disbursed by the Trust Collateral Agent from claims made under the Policy shall not be considered payment by the Issuer or from the Spread Account with respect to such Class A Notes, and shall not discharge the obligations of the Issuer with respect thereto. The Note Insurer shall, to the extent it makes any payment with respect to the Class A Notes, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes by or on behalf of the Note Insurer, each Class A Noteholder shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer all rights to the payment of interest or principal with respect to the Class A Notes which are then due for payment to the extent of all payments made by the Note Insurer and the Note Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes to the extent that it has made payment claim pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar shall note the Note Insurer's rights as subrogee upon the register of Class A Noteholders upon Upon receipt from the Note Insurer of proof of payment by the Note Insurer of any Scheduled Payment for that class. (d) The Trust Collateral Agent shall be entitled, but not obligated, to enforce payments on behalf of the Class A Noteholders the obligations of the Note Insurer Certificateholders under the Policy. Notwithstanding any other provision of this Agreement, the Class A Noteholders are not entitled Trustee shall deposit any Interest Deficiency Draw Amount in the Interest Distribution Account and deposit any Principal Deficiency Draw Amount in the Principal Distribution Account. Such amounts shall be distributed pursuant to institute proceedings directly against the Note Insurer.Section 6.07. ------------

Claims Under Policy. (a) In the event that the Trust Collateral Agent Trustee has delivered a Deficiency Notice with respect to any Determination Date, the Trust Collateral Agent Trustee shall determine on the related Draw Date whether the sum of (i) the amount of Available Funds with respect to such Determination Date (as stated in the Servicer's Certificate with respect to such Determination Date) plus (ii) the amount of actually received by the Deficiency Claim Amount, if any, available to be distributed pursuant to Trustee from the Spread Account Agreement by the Collateral Agent to the Trust Collateral Agent pursuant to Trustee as a result of a Deficiency Notice delivered with respect to such Payment Distribution Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent Spread Account Trustee pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Amount would be insufficient, after giving effect to the payments distributions required by Section 5.6(c)(i) and (iiSECTION 5.5(B)(I)-(II), to pay the Scheduled Payments Class A Distributable Amount for the related Payment Distribution Date. If the above sum is insufficient, then in such event the Trust Collateral Agent Trustee shall furnish to the Note Certificate Insurer no later than 12:00 noon 10:00 a.m. New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments Class A Interest Distributable Amount and the Class A Principal Distributable Amount with respect to such Payment Distribution Date (the amount of any such shortfall being hereinafter referred to as the "Policy Claim AmountPOLICY CLAIM AMOUNT"). Amounts paid by the Note Certificate Insurer under the Policy shall be deposited by the Trust Collateral Agent Trustee into the Policy Payments Account and thereafter into the Note Collection Account for payment to Class A Noteholders Certificateholders on the related Payment Distribution Date (or promptly following payment on a later date as set forth in the Policy). (b) Any notice delivered by the Trust Collateral Agent Trustee to the Note Certificate Insurer pursuant to Section 6.2(aSUBSECTION 6.4(A) shall specify the Policy Claim Amount claimed under the Policy and shall constitute a "Notice of ClaimNOTICE OF CLAIM" under the Policy. In accordance with the provisions of the Policy, the Note Certificate Insurer is required to pay to the Trust Collateral Agent Trustee the Policy Claim Amount properly claimed thereunder by 12:00 noon10:00 a.m., New York City time, on the later of (i) the third Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Distribution Date. Any payment made by the Note Certificate Insurer under the Policy shall be applied solely to the payment of the Class A NotesCertificates, and for no other purpose. (c) The Trust Collateral Agent Trustee shall (i) receive as attorney-in-fact of each Class A Noteholder Certificateholder any Policy Claim Amount from the Note Certificate Insurer and (ii) deposit the same in the Policy Payments Collection Account for disbursement to the Noteholders Class A Certificateholders as set forth in clauses (iii) and (iv) of Section 5.6(cSUBSECTION 5.5(B). Any and all Policy Claim Amounts disbursed by the Trust Collateral Agent Trustee from claims made under the Policy shall not be considered payment by the Issuer Trust or from the Spread Account with respect to such Class A NotesCertificates, and shall not discharge the obligations of the Issuer Trust with respect thereto. The Note Certificate Insurer shall, to the extent it makes any payment with respect to the Class A NotesCertificates, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes Certificates by or on behalf of the Note InsurerCertificate Insurer in accordance with the written instructions of the Servicer, each Class A Noteholder the Trustee shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Certificate Insurer, pursuant to an agreement of assignment prepared by and provided by the Certificate Insurer in a form satisfactory to the Trustee all rights to the payment of interest or principal with respect to the Class A Notes Certificates which are then due for payment to the extent of all payments made by the Note Insurer Certificate Insurer, and the Note Certificate Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes Certificates to the extent that it has made payment pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar Trustee shall note the Note Certificate Insurer's rights as subrogee upon the register of Class A Noteholders Certificateholders upon receipt from the Note Certificate Insurer of proof of payment by the Note Certificate Insurer of any Scheduled Payment for that classClass A Interest Distributable Amount or Class A Principal Distributable Amount. (d) The Trust Collateral Agent Trustee shall be entitled, but not obligated, entitled to enforce on behalf of the Class A Noteholders Certificateholders the obligations of the Note Certificate Insurer under the Policy. Notwithstanding any other provision of this Agreement, the Class A Noteholders Certificateholders are not entitled to institute proceedings directly against the Note Certificate Insurer.

Claims Under Policy. (a) In If on any Determination Date the event Servicer has reported to the Trustee in the Monthly Servicer Report that the Trust Collateral Agent Servicer has delivered a Deficiency Notice with respect to any determined that (A) as of the opening of business of the Trustee on such Determination Date, the Trust Collateral Agent shall determine on the related Draw Date whether the sum of (i) the amount of Available Funds with respect to such Determination Date (as stated on deposit in the Servicer's Certificate Collection Account, together with respect any amounts on deposit in the Reserve Account and the Note Payment Account, are insufficient to such Determination Date) plus (ii) provide for the amount payment in full of the Deficiency Claim Amount, if any, available to be distributed pursuant to the Spread Account Agreement by the Collateral Agent to the Trust Collateral Agent pursuant to a Deficiency Notice delivered with respect to such Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Interest Distributable Amount would be insufficient, after giving effect to the payments required by Section 5.6(c)(i) and (ii), to pay the Scheduled Payments for the related Payment Date, then in such event the Trust Collateral Agent shall furnish to the Note Insurer no later than 12:00 noon New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments with respect to such Payment Date (the amount of any such shortfall being hereinafter referred to as the "Policy Claim Amount"). Amounts paid by the Note Insurer under the Policy shall be deposited by the Trust Collateral Agent into the Policy Payments Account and thereafter into the Note Account for payment to Class A Noteholders payable on the related Payment Date (or promptly following after giving effect to each payment required to be made prior to such payment on such Payment Date pursuant to Section 4.04(b)), and/or (B) if such Payment Date is the Final Payment Date and the Note Balance has not been reduced to zero prior to such Determination Date, and all amounts then on deposit in the Collection Account, together with any amounts then on deposit in the Reserve Account and the Note Payment Account are insufficient to make a later date as payment to the Noteholders reducing the Note Balance to zero (after giving effect to each payment required to be made prior to such payment on the Final Payment Date pursuant to Section 4.04(b)), then by 2:00 p.m., New York time on such Determination Date, the Trustee shall deliver to the Note Insurer and the Servicer a completed notice for payment in the form set forth as Exhibit A to the Policy (the "Notice for Payment"), and shall confirm delivery of such Notice for Payment, each as specified in the Policy). The Notice for Payment shall specify the amount of the Interest Deficiency Draw Amount and/or the Final Principal Deficiency Amount (as each such term is defined in the Policy) and shall constitute a claim pursuant to the Policy. Upon receipt of any payments on behalf of the Trust under the Policy, the Trustee shall deposit any Interest Deficiency Draw Amount and/or Principal Deficiency Draw Amount in the Note Payment Account. Such amounts shall be distributed pursuant to Section 4.04. (b) Any notice delivered by the Trust Collateral Agent to The Trustee shall receive in the Note Insurer pursuant to Section 6.2(a) shall specify the Policy Claim Amount claimed under the Policy and shall constitute a "Notice of Claim" under the Policy. In accordance with the provisions of the PolicyPayment Account, the Note Insurer is required to pay to the Trust Collateral Agent the Policy Claim Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Date. Any payment made by the Note Insurer under the Policy shall be applied solely to the payment of the Class A Notes, and for no other purpose. (c) The Trust Collateral Agent shall (i) receive as attorney-in-fact of each Class A Noteholder Noteholder, any Policy Claim Amount payment from the Note Insurer and (ii) deposit disburse the same to each Noteholder, for the purposes and in the Policy Payments Account for disbursement to respective amounts required in accordance with the Noteholders as set forth in clauses (iii) and (iv) provisions of Section 5.6(c). Any 4.04. (c) The Trustee shall keep complete and all Policy Claim Amounts disbursed by the Trust Collateral Agent from claims made under the Policy shall not be considered payment by the Issuer or from the Spread Account with respect to such Class A Notes, and shall not discharge the obligations accurate records of the Issuer with respect thereto. The Note Insurer shall, to the extent it makes any payment with respect to the Class A Notes, become subrogated to the rights amount of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes by or on behalf of the Note Insurer, each Class A Noteholder shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer all rights to the payment of interest or principal with respect to the Class A Notes which are then due for payment to the extent of all payments made by received from the Note Insurer and the Note Insurer may exercise any option, vote, right, power or shall have the like right to inspect such records at reasonable times upon one Business Days' prior notice to the Trustee. The statements the Trustee prepares in the normal course of business with respect to the Class A Notes accounts similar in nature to the extent that it has made payment pursuant to Note Payment Account shall fulfill the Policy. Notwithstanding the foregoing, the order record requirements of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar shall note the Note Insurer's rights as subrogee upon the register of Class A Noteholders upon receipt from the Note Insurer of proof of payment by the Note Insurer of any Scheduled Payment for that classSection. (d) The Trust Collateral Agent shall be entitled, but not obligated, to enforce on behalf If any of the Class A Noteholders payments guaranteed by the obligations Policy are voided (a "Preference Event") pursuant to a final and non-appealable order under any applicable bankruptcy, insolvency, receivership or similar law in an Insolvency Proceeding and, as a result of such a Preference Event, the Trustee is required to return such voided payment, or any portion of such voided payment, made in respect of the Notes (an "Avoided Payment"), the Trustee shall furnish to the Note Insurer (x) a certified copy of a final order of a court exercising jurisdiction in such Insolvency Proceeding to the effect that the Trustee is required to return any such payment or portion thereof during the term of the Policy because such payment was voided under applicable law, with respect to which order the Policy. Notwithstanding any other provision of this Agreementappeal period has expired without an appeal having been filed (the "Final Order"), the Class A Noteholders are not entitled (y) an assignment, in form reasonably satisfactory to institute proceedings directly against the Note Insurer, irrevocably assigning to the Note Insurer all rights and claims of the Trustee relating to or arising under such Avoided Payment and (z) a Notice for Payment appropriately completed and executed by the Trustee. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Final Order and not to the Trustee directly. The Trustee is not permitted to make a claim on the Trust or on any Noteholder for payments made to Noteholders which are characterized as preference payments by any bankruptcy court having jurisdiction over any bankrupt Obligor unless ordered to do so by such bankruptcy court.

Claims Under Policy. (a) In the event that the Trust Collateral Agent Trustee has delivered a Deficiency Notice with respect to any Determination Date, the Trust Collateral Agent Trustee shall determine on the related Draw Date whether the sum of (i) the amount of Available Funds Total Distribution Amount with respect to such Determination Date (as stated in the Servicer's Certificate with respect to such Determination Date) plus (ii) the amount of the Deficiency Claim Amount, if any, available to be distributed pursuant to the Spread Account Agreement by [the Collateral Agent Agent] to the Trust Collateral Agent Trustee pursuant to a Deficiency Notice delivered with respect to such Payment Distribution Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by [the Collateral Agent Agent] pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Amount would be insufficient, after giving effect to the payments distributions required by Section 5.6(c)(i4.6(c)(i) and (ii), to pay the Scheduled Payments Guaranteed Distributions for the related Payment Distribution Date, then in such event the Trust Collateral Agent Trustee shall furnish to the Note Certificate Insurer no later than 12:00 noon New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments Guaranteed Distributions with respect to such Payment Distribution Date (the amount of any such shortfall being hereinafter referred to as the "Policy Claim Amount"). Amounts paid by the Note Certificate Insurer under the Policy shall be deposited by the Trust Collateral Agent Trustee into the Policy Payments Account and thereafter into the Note Certificate Account for payment to Class A Noteholders Certificateholders on the related Payment Distribution Date (or promptly following payment on a later date as set forth in the Policy). (b) Any notice delivered by the Trust Collateral Agent Trustee to the Note Certificate Insurer pursuant to Section 6.2(a4.15(a) shall specify the Policy Claim Amount claimed under the Policy and shall constitute a "Notice of Claim" under the Policy. In accordance with the provisions of the Policy, the Note Certificate Insurer is required to pay to the Trust Collateral Agent Trustee the Policy Claim Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third second Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Distribution Date. Any payment made by the Note Certificate Insurer under the Policy shall be applied solely to the payment of the Class A NotesCertificates, and for no other purpose. (c) The Trust Collateral Agent Trustee shall (i) receive as attorney-in-fact of each Class A Noteholder Certificateholder any Policy Claim Amount from the Note Certificate Insurer and (ii) deposit the same in the Policy Payments Account for disbursement to the Noteholders Class A Certificateholders as set forth in clauses (iii) and (iv) of Section 5.6(c4.6(c). Any and all Policy Claim Amounts disbursed by the Trust Collateral Agent Trustee from claims made under the Policy shall not be considered payment by the Issuer Trust or from the Spread Account with respect to such Class A NotesCertificates, and shall not discharge the obligations of the Issuer Trust with respect thereto. The Note Certificate Insurer shall, to the extent it makes any payment with respect to the Class A NotesCertificates, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes Certificates by or on behalf of the Note Certificate Insurer, each Class A Noteholder Certificateholder shall be deemed, without further action, to have directed the Trust Collateral Agent Trustee to assign to the Note Certificate Insurer all rights to the payment of interest or principal with respect to the Class A Notes Certificates which are then due for payment to the extent of all payments made by the Note Certificate Insurer [and the Note Insurer Certificate Insurer] may exercise any option, vote, right, power or the like with respect to the Class A Notes Certificates to the extent that it has made payment pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c4.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Certificate Registrar shall note the Note Certificate Insurer's rights as subrogee upon the register of Class A Noteholders Certificateholders upon receipt from the Note Certificate Insurer of proof of payment by the Note Certificate Insurer of any Scheduled Payment for that classClass A Interest Distributable Amount or Class A Principal Distributable Amount. (d) The Trust Collateral Agent Trustee shall be entitled, but not obligated, to enforce on behalf of the Class A Noteholders Certificateholders the obligations of the Note Certificate Insurer under the Policy. Notwithstanding any other provision of this Agreement, the Class A Noteholders Certificateholders are not entitled to institute proceedings directly against the Note Certificate Insurer.]

Claims Under Policy. (a) In the event that the Trust Collateral Agent has delivered a Deficiency Notice with respect to any On each Determination Date, the Trust Collateral Agent Trustee shall determine on from the related Draw Date whether the sum of (i) the amount of Available Funds Servicer Report with respect to such Determination the immediately following Payment Date (as stated in the Servicer's Certificate with respect to such Determination Date) plus (ii) the amount of the Deficiency Claim Amount, if any. If the Trustee determines that a Deficiency Amount would exist, available to be distributed pursuant the Trustee shall complete a Notice in the form of Exhibit A to the Spread Account Agreement by the Collateral Agent Policy and submit such Notice to the Trust Collateral Agent pursuant to a Deficiency Notice delivered with respect to such Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Amount would be insufficient, after giving effect to the payments required by Section 5.6(c)(i) and (ii), to pay the Scheduled Payments for the related Payment Date, then in such event the Trust Collateral Agent shall furnish to the Note Insurer no later than 12:00 noon New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments with respect to third Business Day preceding such Payment Date (as a claim for payment in an amount equal to the amount of any such shortfall being hereinafter referred to as the "Policy Claim Deficiency Amount"). Amounts paid by the Note Insurer pursuant to a claim submitted under the Policy this Section 4.01, shall be deposited by the Trust Collateral Agent Trustee into the Policy Payments Account and thereafter into the Note Collection Account for payment to Class A Noteholders on the related Payment Date (or promptly following payment on a later date as set forth in the Policypursuant to Section 3.03(b). (b) Any notice delivered by the Trust Collateral Agent Trustee to the Note Insurer pursuant to Section 6.2(a4.01(a) shall specify the Policy Claim Deficiency Amount claimed under the Policy and shall constitute a "Notice of ClaimNotice" (as defined in the Policy) under the Policy. In accordance with the provisions of the Policy, the Note Insurer is required to pay to the Trust Collateral Agent Trustee the Policy Claim Deficiency Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of of (i) the third Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Date. Any Except as otherwise provided in Section 3.07(a), any payment made by the Note Insurer under the Policy by the Insurer shall be applied solely to the payment of the Class A NotesNotes as set forth in the Policy, and for no other purpose. (c) The Trust Collateral Agent Trustee shall (i) receive as attorney-in-fact of each Class A Noteholder any Policy Claim Deficiency Amount from the Note Insurer and (ii) deposit the same in the Policy Payments Collection Account for disbursement payment to the Noteholders as set forth provided in clauses (iii) and (iv) of Section 5.6(c3.03(b). Any and all Policy Claim Amounts For the purposes of clause (d) below, any Deficiency Amount disbursed by the Trust Collateral Agent Trustee from claims made under the Policy shall not be considered payment by the Issuer or from the Spread Account with respect to such Class A Notes, and shall not discharge the obligations of the Issuer with respect thereto. The Note Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 3.03(b) with respect to each Insured Payment made by the Insurer. (d) The Insurer shall, to the extent it makes any payment with respect to the Class A Notes, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes by or on behalf of the Note Insurer, each Class A Noteholder the Trustee and the Noteholders shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer all rights to the payment of interest or principal with respect to the Class A Notes which are then due for payment to the extent of all payments made by the Note Insurer Insurer, and the Note Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes to the extent that it has made payment pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar (as defined in this Indenture) shall note the Note Insurer's rights as subrogee upon the register of Class A Noteholders upon receipt from the Note Insurer of proof of payment by the Note Insurer of any Scheduled Insured Payment for that class(as defined in the Policy). The foregoing subrogation shall in all cases be subject to the rights of the Noteholders to receive all Insured Payments (as defined in the Policy) in respect of the Notes. (de) The Trust Collateral Agent Trustee shall keep a complete and accurate record of all Policy proceeds deposited into the Collection Account and the allocation of such funds to payment of interest on and principal paid in respect of any Note. The Insurer shall have the right to inspect such records at reasonable times upon one Business Day's prior notice to the Trustee. (f) The Trustee shall be entitled, but not obligated, entitled to enforce on behalf of the Class A Noteholders the obligations of the Note Insurer under the Policy. Notwithstanding any other provision of this AgreementIndenture or any Transaction Documents, the Class A Noteholders are not entitled to make any claims under the Policy or institute proceedings directly against the Note Insurer.

Claims Under Policy. (a) In If on any Determination Date the event Servicer has reported to the Trustee in the Monthly Servicer Report that the Trust Collateral Agent Servicer has delivered a Deficiency Notice with respect to any determined that (A) as of the opening of business of the Trustee on such Determination Date, the Trust Collateral Agent shall determine on the related Draw Date whether the sum of (i) the amount of Available Funds with respect to such Determination Date (as stated on deposit in the Servicer's Certificate Collection Account, together with respect any amounts on deposit in the Reserve Account and the Note Payment Account, are insufficient to such Determination Date) plus (ii) provide for the amount payment in full of the Deficiency Claim Amount, if any, available to be distributed pursuant to the Spread Account Agreement by the Collateral Agent to the Trust Collateral Agent pursuant to a Deficiency Notice delivered with respect to such Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Interest Distributable Amount would be insufficient, after giving effect to the payments required by Section 5.6(c)(i) and (ii), to pay the Scheduled Payments for the related Payment Date, then in such event the Trust Collateral Agent shall furnish to the Note Insurer no later than 12:00 noon New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments with respect to such Payment Date (the amount of any such shortfall being hereinafter referred to as the "Policy Claim Amount"). Amounts paid by the Note Insurer under the Policy shall be deposited by the Trust Collateral Agent into the Policy Payments Account and thereafter into the Note Account for payment to Class A Noteholders payable on the related Payment Date (or promptly following after giving effect to each payment required to be made prior to such payment on such Payment Date pursuant to Section 4.04(b)), and/or (B) if such Payment Date is the Final Payment Date and the Note Balance has not been reduced to zero prior to such Determination Date, and all amounts then on deposit in the Collection Account, together with any amounts then on deposit in the Reserve Account and the Note Payment Account are insufficient to make a later date as payment to the Noteholders reducing the Note Balance to zero (after giving effect to each payment required to be made prior to such payment on the Final Payment Date pursuant to Section 4.04(b)), then by 2:00 p.m., New York time on such Determination Date, the Trustee shall deliver to the Note Insurer and the Servicer a completed notice for payment in the form set forth as Exhibit A to the Policy (the "Notice for Payment"), and shall confirm delivery of such Notice for Payment, each as specified in the Policy). The Notice for Payment shall specify the amount of the Interest Deficiency Draw Amount and/or the Final Principal Deficiency Amount (as each such term is defined in the Policy) and shall constitute a claim pursuant to the Policy. Upon receipt of any payments on behalf of the Trust under the Policy, the Trustee shall deposit any Interest Deficiency Draw Amount and/or Principal Deficiency Draw Amount in the Note Payment Account. Such amounts shall be distributed pursuant to Section 4.04. (b) Any notice delivered by the Trust Collateral Agent to The Trustee shall receive in the Note Insurer pursuant to Section 6.2(a) shall specify the Policy Claim Amount claimed under the Policy and shall constitute a "Notice of Claim" under the Policy. In accordance with the provisions of the PolicyPayment Account, the Note Insurer is required to pay to the Trust Collateral Agent the Policy Claim Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Date. Any payment made by the Note Insurer under the Policy shall be applied solely to the payment of the Class A Notes, and for no other purpose. (c) The Trust Collateral Agent shall (i) receive as attorney-in-fact of each Class A Noteholder Noteholder, any Policy Claim Amount payment from the Note Insurer and (ii) deposit disburse the same to each Noteholder, for the purposes and in the Policy Payments Account for disbursement to respective amounts required in accordance with the Noteholders as set forth in clauses (iii) and (iv) provisions of Section 5.6(c). Any 4.04. (c) The Trustee shall keep complete and all Policy Claim Amounts disbursed by the Trust Collateral Agent from claims made under the Policy shall not be considered payment by the Issuer or from the Spread Account with respect to such Class A Notes, and shall not discharge the obligations accurate records of the Issuer with respect thereto. The Note Insurer shall, to the extent it makes any payment with respect to the Class A Notes, become subrogated to the rights amount of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes by or on behalf of the Note Insurer, each Class A Noteholder shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer all rights to the payment of interest or principal with respect to the Class A Notes which are then due for payment to the extent of all payments made by received from the Note Insurer and the Note Insurer may exercise any option, vote, right, power or shall have the like right to inspect such records at reasonable times upon one Business Day's prior notice to the Trustee. The statements the Trustee prepares in the normal course of business with respect to the Class A Notes accounts similar in nature to the extent that it has made payment pursuant to Note Payment Account shall fulfill the Policy. Notwithstanding the foregoing, the order record requirements of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar shall note the Note Insurer's rights as subrogee upon the register of Class A Noteholders upon receipt from the Note Insurer of proof of payment by the Note Insurer of any Scheduled Payment for that classSection. (d) The Trust Collateral Agent shall be entitled, but not obligated, to enforce on behalf If any of the Class A Noteholders payments guaranteed by the obligations Policy are voided (a "Preference Event") pursuant to a final and non-appealable order under any applicable bankruptcy, insolvency, receivership or similar law in an Insolvency Proceeding and, as a result of such a Preference Event, the Trustee is required to return such voided payment, or any portion of such voided payment, made in respect of the Notes (an "Avoided Payment"), the Trustee shall furnish to the Note Insurer (x) a certified copy of a final order of a court exercising jurisdiction in such Insolvency Proceeding to the effect that the Trustee is required to return any such payment or portion thereof during the term of the Policy because such payment was voided under applicable law, with respect to which order the Policy. Notwithstanding any other provision of this Agreementappeal period has expired without an appeal having been filed (the "Final Order"), the Class A Noteholders are not entitled (y) an assignment, in form reasonably satisfactory to institute proceedings directly against the Note Insurer.,

Claims Under Policy. (a) In the event that the Trust Collateral Agent has delivered a Deficiency Notice with respect to any Determination Date, the Trust Collateral Agent The Indenture Trustee shall determine on the second Business Day prior to the related Draw Payment Date whether (i) the amount, if any, by which (x) the Class A Interest Payment Amount exceeds (y) the sum of (i1) Available Funds (excluding the Policy Claim Amount), and (2) the amount of Available Funds with respect to such Determination Date (as stated on deposit in the Servicer's Certificate with respect Reserve Account on such Payment Date after giving effect to such Determination Datethe distributions set forth in Section 4.5(a) plus (i) and (ii); (ii) on any Payment Date other than the amount Final Scheduled Payment Date, the amount, if any, by which (x) the Note Balance as of such Payment Date (after giving effect to all other amounts allocable and distributable to principal on such Payment Date, including amounts withdrawn from the Reserve Account) exceeds (y) the sum of (1) the Aggregate Principal Balance of the Deficiency Claim Receivables as of the related Accounting Date and (2) the Pre-Funded Amount, if any, available to be distributed pursuant to the Spread Account Agreement by the Collateral Agent to the Trust Collateral Agent pursuant to a Deficiency Notice delivered with respect to such Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) related Accounting Date; plus (iii) on the Final Scheduled Payment Date, an amount of equal to the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Amount would be insufficient, Note Balance (after giving effect to the payments required by Section 5.6(c)(i) all other amounts allocable and (ii), distributable to pay the Scheduled Payments for the related principal on such Payment Date, including amounts withdrawn from the Reserve Account). If such a shortfall exists, then in such event the Trust Collateral Agent Indenture Trustee shall furnish to the Note Insurer no later than 12:00 noon noon, New York City time on time, two Business Days prior to the related Draw Payment Date a completed Notice of written notice specifying the Policy Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments with respect to such Payment Date Amount (the amount of any such shortfall plus any Preference Amount being hereinafter referred to as the "Policy Claim Amount"). Amounts paid by the Note Insurer under the Policy shall be deposited by the Trust Collateral Agent Indenture Trustee into the Policy Payments Collection Account and thereafter into the Note Account pursuant to Section 4.4 for payment to Class A Noteholders on the related Payment Date (or promptly following payment on a later date as set forth in the Policy)and shall remain uninvested. (b) Any notice delivered by the Trust Collateral Agent Indenture Trustee to the Note Insurer pursuant to Section 6.2(a5.4(a) shall specify the Policy Claim Amount claimed under the Policy and shall constitute a "Notice of Claimfor Payment" under the Policy. In accordance with the provisions of the Policy, the Note Insurer is required to pay to the Trust Collateral Agent Indenture Trustee the Policy Claim Amount properly claimed thereunder by 12:00 noon10:00 a.m., New York City time, on the later of (i) the third second Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claimfor Payment, and (ii) the applicable Payment Date. Any payment made by the Note Insurer under the Policy shall be applied solely to the payment of the Class A Notes, Notes and for no other purpose, except as provided for in Section 4.9. (c) The Trust Collateral Agent Indenture Trustee shall (i) receive as attorney-in-fact of each Class A Noteholder any Policy Claim Amount from the Note Insurer and (ii) deposit the same in to the Policy Payments Collection Account for disbursement to the Noteholders as set forth in clauses (iii) and (iv) of Section 5.6(c)4.5. Any and all Policy Claim Amounts disbursed by the Trust Collateral Agent Indenture Trustee from claims made under the Policy shall not be considered payment by the Issuer or from the Spread Reserve Account with respect to such Class A Notes, Notes and shall not discharge the obligations of the Issuer with respect thereto. The Note Insurer shall, to the extent it makes any payment with respect to the Class A Notes, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes by or on behalf of the Note Insurer, each Class A Noteholder the Indenture Trustee shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer all rights to the payment of interest or principal with respect to the Class A Notes which that are then due for payment to the extent of all payments made by the Note Insurer Insurer, and the Note Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes to the extent that it has made payment pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar shall note the Note Insurer's rights as subrogee upon the register Note Register of Class A Noteholders upon receipt from the Note Insurer of proof of payment by the Note Insurer of any Scheduled Payment for that classPolicy Claim Amount. Pursuant to the Indenture, the Note Registrar and the Indenture Trustee shall accept a voucher or other evidence of payment as prima facie evidence of such payment. (d) The Trust Collateral Agent Indenture Trustee shall be entitled, but not obligated, to enforce on behalf of the Class A Noteholders the obligations of the Note Insurer under the Policy. Notwithstanding any other provision of this Agreement, the Class A Noteholders are not entitled to institute proceedings directly against the Note Insurer.

Claims Under Policy. (a) In the event that the Trust Collateral Agent has delivered a Deficiency Notice with respect to any On each Determination Date, the Trust Collateral Agent Trustee shall determine on from the related Draw Date whether the sum of (i) the amount of Available Funds Servicer Report with respect to such Determination the immediately following Payment Date (as stated in the Servicer's Certificate with respect to such Determination Date) plus (ii) the amount of the Deficiency Claim Amount, if any. If the Trustee determines that a Deficiency Amount would exist, available to be distributed pursuant the Trustee shall complete a Notice in the form of Exhibit A to the Spread Account Agreement by the Collateral Agent Policy and submit such Notice to the Trust Collateral Agent pursuant to a Deficiency Notice delivered with respect to such Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Amount would be insufficient, after giving effect to the payments required by Section 5.6(c)(i) and (ii), to pay the Scheduled Payments for the related Payment Date, then in such event the Trust Collateral Agent shall furnish to the Note Insurer no later than 12:00 noon New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments with respect to third Business Day preceding such Payment Date (as a claim for payment in an amount equal to the amount of any such shortfall being hereinafter referred to as the "Policy Claim Deficiency Amount"). Amounts paid by the Note Insurer pursuant to a claim submitted under the Policy this Section 4.01, shall be deposited by the Trust Collateral Agent Trustee into the Policy Payments Account and thereafter into the Note Collection Account for payment to Class A Noteholders on the related Payment Date (or promptly following payment on a later date as set forth in the Policypursuant to Section 3.03(b). (b) Any notice delivered by the Trust Collateral Agent Trustee to the Note Insurer pursuant to Section 6.2(a4.01(a) shall specify the Policy Claim Deficiency Amount claimed under the Policy and shall constitute a "Notice of ClaimNotice" (as defined in the Policy) under the Policy. In accordance with the provisions of the Policy, the Note Insurer is required to pay to the Trust Collateral Agent Trustee the Policy Claim Deficiency Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Date. Any Except as otherwise provided in Section 3.07(a), any payment made by the Note Insurer under the Policy by the Insurer shall be applied solely to the payment of the Class A NotesNotes as set forth in the Policy, and for no other purpose. (c) The Trust Collateral Agent Trustee shall (i) receive as attorney-in-fact of each Class A Noteholder any Policy Claim Deficiency Amount from the Note Insurer and (ii) deposit the same in the Policy Payments Collection Account for disbursement payment to the Noteholders as set forth provided in clauses (iii) and (iv) of Section 5.6(c3.03(b). Any and all Policy Claim Amounts For the purposes of clause (d) below, any Deficiency Amount disbursed by the Trust Collateral Agent Trustee from claims made under the Policy shall not be considered payment by the Issuer or from the Spread Account with respect to such Class A Notes, and shall not discharge the obligations of the Issuer with respect thereto. The Note Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 3.03(b) with respect to each Insured Payment made by the Insurer. (d) The Insurer shall, to the extent it makes any payment with respect to the Class A Notes, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes by or on behalf of the Note Insurer, each Class A Noteholder the Trustee and the Noteholders shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer all rights to the payment of interest or principal with respect to the Class A Notes which are then due for payment to the extent of all payments made by the Note Insurer Insurer, and the Note Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes to the extent that it has made payment pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar (as defined in this Indenture) shall note the Note Insurer's rights as subrogee upon the register of Class A Noteholders upon receipt from the Note Insurer of proof of payment by the Note Insurer of any Scheduled Insured Payment for that class(as defined in the Policy). The foregoing subrogation shall in all cases be subject to the rights of the Noteholders to receive all Insured Payments (as defined in the Policy) in respect of the Notes. (de) The Trust Collateral Agent Trustee shall keep a complete and accurate record of all Policy proceeds deposited into the Collection Account and the allocation of such funds to payment of interest on and principal paid in respect of any Note. The Insurer shall have the right to inspect such records at reasonable times upon one Business Day's prior written notice to the Trustee. (f) The Trustee shall be entitled, but not obligated, entitled to enforce on behalf of the Class A Noteholders the obligations of the Note Insurer under the Policy. Notwithstanding any other provision of this AgreementIndenture or any Transaction Documents, the Class A Noteholders are not entitled to make any claims under the Policy or institute proceedings directly against the Note Insurer.

Claims Under Policy. (a) In the event that the Trust Collateral Agent has delivered a Deficiency Notice with respect to any Determination Date, the Trust Collateral Agent shall determine on the related Draw Date whether the sum of (i) the amount of Available Funds Funds, net of the Senior Strip, with respect to such Determination Date (as stated in the Servicer's Certificate with respect to such Determination Date) plus (ii) the amount of the Deficiency Claim Amount, if any, available to be distributed pursuant to the Spread Account Agreement by the Collateral Agent to the Trust Collateral Agent pursuant to a Deficiency Notice delivered with respect to such Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Amount would be insufficient, after giving effect to the payments required by Section 5.6(c)(i) and (ii), to pay the Scheduled Payments for the related Payment Date, then in such event the Trust Collateral Agent shall furnish to the Note Insurer no later than 12:00 noon New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments with respect to such Payment Date (the amount of any such shortfall being hereinafter referred to as the "Policy Claim Amount"). Amounts paid by the Note Insurer under the Policy shall be deposited by the Trust Collateral Agent into the Policy Payments Account and thereafter into the Note Account for payment to Class A Noteholders on the related Payment Date (or promptly following payment on a later date as set forth in the Policy). (b) Any notice delivered by the Trust Collateral Agent to the Note Insurer pursuant to Section 6.2(a) shall specify the Policy Claim Amount claimed under the Policy and shall constitute a "Notice of Claim" under the Policy. In accordance with the provisions of the Policy, the Note Insurer is required to pay to the Trust Collateral Agent the Policy Claim Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third second Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Date. Any payment made by the Note Insurer under the Policy shall be applied solely to the payment of the Class A Notes, and for no other purpose. (c) The Trust Collateral Agent shall (i) receive as attorney-in-fact of each Class A Noteholder any Policy Claim Amount from the Note Insurer and (ii) deposit the same in the Policy Payments Account for disbursement to the Noteholders as set forth in clauses (iii) and (iv) of Section 5.6(c). Any and all Policy Claim Amounts disbursed by the Trust Collateral Agent from claims made under the Policy shall not be considered payment by the Issuer or from the Spread Account with respect to such Class A Notes, and shall not discharge the obligations of the Issuer with respect thereto. The Note Insurer shall, to the extent it makes any payment with respect to the Class A Notes, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes by or on behalf of the Note Insurer, each Class A Noteholder shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer all rights to the payment of interest or principal with respect to the Class A Notes which are then due for payment to the extent of all payments made by the Note Insurer and the Note Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes to the extent that it has made payment pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar shall note the Note Insurer's rights as subrogee upon the register of Class A Noteholders upon receipt from the Note Insurer of proof of payment by the Note Insurer of any Scheduled Class A Interest Payment for that classAmount or Class A Principal Payment Amount. (d) The Trust Collateral Agent shall be entitled, but not obligated, to enforce on behalf of the Class A Noteholders the obligations of the Note Insurer under the Policy. Notwithstanding any other provision of this Agreement, the Class A Noteholders are not entitled to institute proceedings directly against the Note Insurer.

Claims Under Policy. (a) In the event that the Trust Collateral Agent Indenture Trustee has delivered a Deficiency Notice with respect to any Determination DateDate pursuant to Section 4.05 hereof, the Trust Collateral Agent Indenture Trustee shall determine on the related Draw Date determine whether the sum application of (i) funds in accordance with Section 4.07(a), together with any amounts deposited by the amount Insurer pursuant to Section 4.11 and the application of Available Funds with respect any Deficiency Claim Amount pursuant to such Determination Section 4.05 would result in a Deficiency Amount on any Payment Date (or the related Final Scheduled Maturity Date, as stated in the Servicer's Certificate with respect to such Determination Date) plus (ii) the amount of applicable. If the Deficiency Claim Amount, if any, available to be distributed pursuant to the Spread Account Agreement by the Collateral Agent to the Trust Collateral Agent pursuant to a Deficiency Notice delivered with respect to Amount for such Payment Date (as stated in the certificate delivered or on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Amount would be insufficient, after giving effect to the payments required by Section 5.6(c)(i) and (ii), to pay the related Final Scheduled Payments for the related Payment Maturity Date, then in such event as applicable, is greater than zero, the Trust Collateral Agent Indenture Trustee shall furnish to the Note Insurer no later than 12:00 noon New York City time on the related Draw Date a completed Notice of Claim (as defined in clause (b) below) in the amount of the shortfall in amounts so available to pay the Scheduled Payments with respect to such Payment Date (the amount of any such shortfall being hereinafter referred to as the "Policy Claim Deficiency Amount"). Amounts paid by the Note Insurer pursuant to a claim submitted under the Policy this Section 5.01, shall be deposited by the Trust Collateral Agent Indenture Trustee into the Policy Payments Account and thereafter into the Note Collection Account for payment to Class A Noteholders on the related Payment Date (or promptly following payment on a later date as set forth in the Policy)and shall remain uninvested. (b) Any notice delivered by the Trust Collateral Agent Indenture Trustee to the Note Insurer pursuant to Section 6.2(a5.01 (a) shall specify the Policy Claim Deficiency Amount claimed under the Policy and shall constitute a "Notice of Claim" (as defined in the Policy) under the Policy. In accordance with the provisions of the Policy, the Note Insurer is required to pay to the Trust Collateral Agent Indenture Trustee the Policy Claim Deficiency Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third second Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Date. Any payment made by the Note Insurer under the Policy by the Insurer shall be applied solely to the payment of the Class A NotesNotes as set forth in the Policy, and for no other purpose. (c) The Trust Collateral Agent Indenture Trustee shall (i) receive as attorney-in-fact of each Class A Noteholder any Policy Claim Deficiency Amount from the Note Insurer and (ii) deposit the same in the Policy Payments Collection Account for disbursement payment to Noteholders. For the Noteholders as set forth in clauses purposes of clause (iiid) and (iv) of Section 5.6(c). Any below, any and all Policy Claim Deficiency Amounts disbursed by the Trust Collateral Agent Indenture Trustee from claims made under the Policy shall not be considered payment by the Issuer or from the Spread Account with respect to such Class A Notes, and shall not discharge the obligations of the Issuer with respect thereto. . (d) The Note Insurer shall, to the extent it makes any payment with respect to the Class A Notes, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes by or on behalf of the Note Insurer, each Class A Noteholder the Indenture Trustee and the Noteholders shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer all rights to the payment of interest or principal with respect to the Class A Notes which are then due for payment to the extent of all payments made by the Note Insurer Insurer, and the Note Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes to the extent that it has made payment pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar (as defined in this Indenture) shall note the Note Insurer's rights as subrogee upon the register of Class A Noteholders upon receipt from the Note Insurer of proof of payment by the Note Insurer of any Scheduled Insured Payment for that class(as defined in the Policy). The foregoing subrogation shall in all cases be subject to the rights of the Noteholders to receive all Insured Payments (as defined in the Policy) in respect of the Notes. (de) The Trust Collateral Agent Indenture Trustee shall keep a complete and accurate record of all funds deposited by the Insurer into the Collection Account and the allocation of such funds to payment of interest on and principal paid in respect of any Note. The Insurer shall have the right to inspect such records at reasonable times upon one Business Day's prior notice to the Indenture Trustee. (f) The Indenture Trustee shall be entitled, but not obligated, entitled to enforce on behalf of the Class A Noteholders the obligations of the Note Insurer under the Policy. Notwithstanding any other provision of this AgreementAgreement or any Transaction Documents, the Class A Noteholders are not entitled to make any claims under the Policy or institute proceedings directly against the Note Insurer.

Claims Under Policy. (a) In the event that the Trust Collateral Agent Trustee has delivered a Deficiency Notice with respect to any Determination Date, if the Trust Collateral Agent shall determine on the related Draw Date whether the sum of (i) the amount of Available Funds with respect to such Determination Date (as stated in the Servicer's Certificate with respect to such Determination Date) plus (ii) the amount of the Deficiency Claim Amount, if any, available to be distributed pursuant to the Spread Account Agreement by the Collateral Agent to the Trust Collateral Agent pursuant to a Deficiency Notice delivered with respect to such Insured Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Amount would be insufficient, after giving effect to the payments required by Section 5.6(c)(i) and (ii), to pay the Scheduled Payments for the related Payment DateDistribution Date is greater than zero, then in such event the Trust Collateral Agent Owner Trustee shall furnish to the Note Security Insurer no later than 12:00 noon New York City time on (with a copy to the related Draw Date Servicer) a completed Notice in accordance with the terms of Claim the Certificate Policy in the amount of the shortfall in amounts so available to pay the Scheduled Payments with respect to such Payment Date (the amount of any such shortfall being hereinafter referred to as the "Policy Claim Amount")Certificate Insured Payment. Amounts paid by the Note Security Insurer under the Certificate Policy shall be deposited by the Trust Collateral Agent Owner Trustee into the Policy Payments Account and thereafter into the Note Certificate Distribution Account for payment to Class A Noteholders Certificateholders on the related Payment Distribution Date (or promptly following payment on a later date as set forth in the Certificate Policy). The Certificate Insured Payment shall have the meaning as set forth in the Certificate Policy. (b) Any notice delivered by the Trust Collateral Agent Owner Trustee to the Note Security Insurer pursuant to Section 6.2(asubsection 5A.1(a) shall specify the Policy Claim Amount Certificate Insured Payment claimed under the Certificate Policy and shall constitute a "Notice of Claim" under the Certificate Policy. In accordance with the provisions of the Certificate Policy, the Note Security Insurer is required to pay to the Trust Collateral Agent Owner Trustee the Policy Claim Amount Certificate Insured Payment properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third second Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Distribution Date. Any payment made by the Note Security Insurer under the Certificate Policy shall be applied solely to the payment of the Class A NotesCertificates, and for no other purpose. (c) The Trust Collateral Agent Owner Trustee shall (i) receive as attorney-in-fact of each Class A Noteholder Certificateholder any Policy Claim Amount Certificate Insured Payment from the Note Security Insurer and (ii) deposit the same in the Policy Payments Certificate Distribution Account for disbursement to the Noteholders Certificateholders as set forth in clauses (iii) and (iv) of Section 5.6(c)the Trust Agreement. Any and all Policy Claim Amounts Certificate Insured Payments disbursed by the Trust Collateral Agent Owner Trustee from claims made under the Certificate Policy shall not be considered payment by the Issuer or from the Spread Account Trust with respect to such Class A NotesCertificates, and shall not discharge the obligations of the Issuer Trust with respect thereto. The Note Security Insurer shall, to the extent it makes any payment with respect to the Class A NotesCertificates, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes Certificates by or on behalf of the Note Security Insurer, each Class A Noteholder the Owner Trustee shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Security Insurer all rights to the payment of interest or principal with respect to the Class A Notes Certificates which are then due for payment to the extent of all payments made by the Note Security Insurer and the Note Security Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes Certificates, to the extent that it has made payment pursuant to the Certificate Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Certificate Registrar shall note the Note Security Insurer's rights as subrogee upon the register of Class A Noteholders Certificateholders upon receipt from the Note Security Insurer of proof of payment by the Note Security Insurer of any Scheduled Payment for that classCertificateholders' Interest Distributable Amount or Certificateholders' Principal Distributable Amount. (d) The Trust Collateral Agent Owner Trustee shall be entitled, but not obligated, entitled to enforce on behalf of the Class A Noteholders Certificateholders the obligations of the Note Security Insurer under the Certificate Policy. Notwithstanding any other provision of this Agreement, the Class A Noteholders Certificateholders are not entitled to make a claim directly under the Certificate Policy or institute proceedings directly against the Note Security Insurer.

Claims Under Policy. (a) In the event that the Trust Collateral Agent has delivered a Deficiency Notice with respect to any Determination Date, the Trust Collateral Agent shall determine on the related Draw Date whether the sum of (i) the amount of Available Funds Funds, net of the Senior Strip, with respect to such Determination Date (as stated in the Servicer's Certificate with respect to such Determination Date) plus (ii) the amount of the Deficiency Claim Amount, if any, available to be distributed pursuant to the Spread Account Agreement by the Collateral Agent to the Trust Collateral Agent pursuant to a Deficiency Notice delivered with respect to such Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Amount would be insufficient, after giving effect to the payments required by Section 5.6(c)(i) and (ii), to pay the Scheduled Insured Payments for the related Payment Date, then in such event the Trust Collateral Agent shall furnish to the Note Insurer no later than 12:00 noon New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Insured Payments with respect to such Payment Date (the amount of any such shortfall being hereinafter referred to as the "Policy Claim Amount"). Amounts paid by the Note Insurer under the Policy shall be deposited by the Trust Collateral Agent into the Policy Payments Account and thereafter into the Note Account for payment to Class A Noteholders on the related Payment Date (or promptly following payment on a later date as set forth in the Policy). (b) Any notice delivered by the Trust Collateral Agent to the Note Insurer pursuant to Section 6.2(a) shall specify the Policy Claim Amount claimed under the Policy and shall constitute a "Notice of Claim" under the Policy. In accordance with the provisions of the Policy, the Note Insurer is required to pay to the Trust Collateral Agent the Policy Claim Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Date. Any payment made by the Note Insurer under the Policy shall be applied solely to the payment of the Class A Notes, and for no other purpose. (c) The Trust Collateral Agent shall (i) receive as attorney-in-fact of each Class A Noteholder any Policy Claim Amount from the Note Insurer and (ii) deposit the same in the Policy Payments Account for disbursement to the Noteholders as set forth in clauses (iii) and (iv) of Section 5.6(c). Any and all Policy Claim Amounts disbursed by the Trust Collateral Agent from claims made under the Policy shall not be considered payment by the Issuer or from the Spread Account with respect to such Class A Notes, and shall not discharge the obligations of the Issuer with respect thereto. The Note Insurer shall, to the extent it makes any payment with respect to the Class A Notes, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes by or on behalf of the Note Insurer, each Class A Noteholder shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer all rights to the payment of interest or principal with respect to the Class A Notes which are then due for payment to the extent of all payments made by the Note Insurer and the Note Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes to the extent that it has made payment pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar shall note the Note Insurer's rights as subrogee upon the register of Class A Noteholders upon receipt from the Note Insurer of proof of payment by the Note Insurer of any Scheduled Insured Payment for that class. (d) The Trust Collateral Agent shall be entitled, but not obligated, to enforce on behalf of the Class A Noteholders the obligations of the Note Insurer under the Policy. Notwithstanding any other provision of this Agreement, the Class A Noteholders are not entitled to institute proceedings directly against the Note Insurer.

Claims Under Policy. (a) In the event that the Trust Collateral Agent has delivered a Deficiency Notice with respect to any Determination Date, the Trust Collateral Agent The Trustee shall determine on the related Draw Date whether the sum of (i) the amount of Available Funds with respect to such Determination Date (as stated in the Servicer's Certificate with respect to such Determination Date) ), plus (ii) the amount of the Deficiency Claim Spread Account Draw Amount, if any, available to be distributed pursuant to withdrawn by the Trustee from the Spread Account Agreement by the Collateral Agent to the Trust Collateral Agent pursuant to a Deficiency Notice delivered Section 5.3 with respect to such Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Amount would be insufficient, after giving effect to the payments distributions required by Section 5.6(c)(i4.5(i) and through (iiiii), to pay the Scheduled Payments sum of the Interest Distributable Amount and the amount set forth in Section 4.5(v) for the related Payment Date, then in such event the Trust Collateral Agent Trustee shall furnish to the Note Insurer no later than 12:00 noon noon, New York City time time, on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments Interest Distributable Amount and the amount set forth in Section 4.5(v) with respect to such Payment Date (the amount of any such shortfall being hereinafter referred to as the "Policy Claim Deficiency Amount"). Amounts paid by the Note Insurer under the Policy shall be deposited by the Trust Collateral Agent Trustee into the Policy Payments Collection Account and thereafter into the Note Account pursuant to Section 4.4 for payment to Class A Noteholders on the related Payment Date (or promptly following payment on a later date as set forth in the Policy)and shall remain uninvested. (b) Any notice delivered by the Trust Collateral Agent Trustee to the Note Insurer pursuant to Section 6.2(a5.4(a) shall specify the Policy Claim Deficiency Amount claimed under the Policy and shall constitute a "Notice of Claim" under the Policy. In accordance with the provisions of the Policy, the Note Insurer is required to pay to the Trust Collateral Agent Trustee the Policy Claim Deficiency Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third fourth Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Date. Any payment made by the Note Insurer under the Policy shall be applied solely to the payment of the Class A Notes, Notes and for no other purpose. (c) The Trust Collateral Agent Trustee shall (i) receive as attorney-in-fact of each Class A Noteholder any Policy Claim Deficiency Amount from the Note Insurer and (ii) deposit the same in the Policy Payments Collection Account for disbursement to the Noteholders as set forth in clauses (iiiiv) and (ivv) of Section 5.6(c)4.5. Any and all Policy Claim Deficiency Amounts disbursed by the Trust Collateral Agent Trustee from claims made under the Policy shall not be considered payment by the Issuer or from the Spread Account with respect to such Class A Notes, Notes and shall not discharge the obligations of the Issuer with respect thereto. The Note Insurer shall, to the extent it makes any payment with respect to the Class A Notes, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes by or on behalf of the Note Insurer, each Class A Noteholder the Trustee shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer all rights to the payment of interest or principal with respect to the Class A Notes which that are then due for payment to the extent of all payments made by the Note Insurer Insurer, and the Note Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes to the extent that it has made payment pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar shall note the Note Insurer's rights as subrogee upon the register Note Register of Class A Noteholders upon receipt from the Note Insurer of proof of payment by the Note Insurer of any Scheduled Insured Payment for that class(as defined in the Policy). Pursuant to the Indenture, the Note Registrar and the Trustee shall accept a voucher or other evidence of payment as prima facie evidence of such payment. (d) The Trust Collateral Agent Trustee shall be entitled, but not obligated, to enforce on behalf of the Class A Noteholders the obligations of the Note Insurer under the Policy. Notwithstanding any other provision of this Agreement, the Class A Noteholders are not entitled to institute proceedings directly against the Note Insurer.

Claims Under Policy. (a) In the event that the Trust Collateral Agent Trustee has delivered a Deficiency Notice with respect to any Determination Date, the Trust Collateral Agent Trustee shall determine on the related Draw Date whether the sum of (i) the amount of Available Funds Total Distribution Amount with respect to such Determination Date (as stated in the Servicer's Certificate with respect to such Determination Date) plus (ii) the amount of the Deficiency Claim Amount, if any, available to be distributed pursuant to the Spread Account Agreement delivered by the Collateral Agent to the Trust Collateral Agent Trustee pursuant to a Deficiency Notice delivered with respect to such Payment Distribution Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Amount 73 would be insufficient, after giving effect to the payments distributions required by Section 5.6(c)(i4.6(c)(i) and (ii), to pay the Scheduled Payments Guaranteed Distributions for the related Payment Distribution Date, then in such event the Trust Collateral Agent Trustee shall furnish to the Note Certificate Insurer no later than 12:00 noon New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments Guaranteed Distributions with respect to such Payment Distribution Date (the amount of any such shortfall being hereinafter referred to as the "Policy Claim Amount"). Amounts paid by the Note Certificate Insurer under the Policy shall be deposited by the Trust Collateral Agent Trustee into the Policy Payments Account and thereafter into the Note Certificate Account for payment to Class A Noteholders Certificateholders on the related Payment Distribution Date (or promptly following payment on a later date as set forth in the Policy). (b) Any notice delivered by the Trust Collateral Agent Trustee to the Note Certificate Insurer pursuant to Section 6.2(a4.15(a) shall specify the Policy Claim Amount claimed under the Policy and shall constitute a "Notice of Claim" under the Policy. In accordance with the provisions of the Policy, the Note Certificate Insurer is required to pay to the Trust Collateral Agent Trustee the Policy Claim Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third second Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) of the Notice of Claim, and (ii) the applicable Payment Distribution Date. Any payment made by the Note Certificate Insurer under the Policy shall be applied solely to the payment of the Class A NotesCertificates, and for no other purpose. (c) The Trust Collateral Agent Trustee shall (i) receive as attorney-in-fact of each Class A Noteholder Certificateholder any Policy Claim Amount from the Note Certificate Insurer and (ii) ii deposit the same in the Policy Payments Account for disbursement to the Noteholders Class A Certificateholders as set forth in clauses (iii) and (iv) of Section 5.6(c4.6(c). Any and all Policy Claim Amounts disbursed by the Trust Collateral Agent Trustee from claims made under the Policy shall not be considered payment by the Issuer Trust or from the Spread Account with respect to such Class A NotesCertificates, and shall not discharge the obligations of the Issuer Trust with respect thereto. The Note Certificate Insurer shall, to the extent it makes any payment with respect to the Class A NotesCertificates, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes Certificates by or on behalf of the Note Certificate Insurer, each Class A Noteholder Certificateholder shall be deemed, without further action, to have directed the Trust Collateral Agent Trustee to assign to the Note Certificate Insurer all rights to the payment of interest or principal with respect to the Class A Notes Certificates which are then due for payment to the extent of all payments made by the Note Certificate Insurer and the Note Certificate Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes Certificates to the extent that it has made payment pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c4.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Certificate Registrar shall note the Note Certificate Insurer's rights as subrogee upon the register of Class A Noteholders Certificateholders upon receipt from the Note Certificate Insurer of proof of payment by the Note Certificate Insurer of any Scheduled Payment for that classClass A Interest Distributable Amount or Class A Principal Distributable Amount. (d) The Trust Collateral Agent Trustee shall be entitled, but not obligated, to enforce on behalf of the Class A Noteholders Certificateholders the obligations of the Note Certificate Insurer under the Policy. Notwithstanding any other provision of this Agreement, the Class A Noteholders Certificateholders are not entitled to institute proceedings directly against the Note Certificate Insurer.

Claims Under Policy. (a) In the event that the Trust Collateral Agent has delivered a Deficiency Notice with respect to any On each Determination Date, the Trust Collateral Agent Trustee shall determine on from the related Draw Date whether the sum of (i) the amount of Available Funds Servicer Report with respect to such Determination the immediately following Payment Date (as stated in the Servicer's Certificate with respect to such Determination Date) plus (ii) the amount of the Deficiency Claim Amount, if any. If the Trustee determines that a Deficiency Amount would exist, available to be distributed pursuant the Trustee shall complete a Notice in the form of Exhibit A to the Spread Account Agreement by the Collateral Agent Policy and submit such Notice to the Trust Collateral Agent pursuant to a Deficiency Notice delivered with respect to such Payment Date (as stated in the certificate delivered on the immediately preceding Deficiency Claim Date by the Collateral Agent pursuant to Section 3.03(a) of the Spread Account Agreement) plus (iii) the amount of the remaining Deficiency Claim Amount, if any, available to be withdrawn from the Supplemental Enhancement Amount would be insufficient, after giving effect to the payments required by Section 5.6(c)(i) and (ii), to pay the Scheduled Payments for the related Payment Date, then in such event the Trust Collateral Agent shall furnish to the Note Insurer no later than 12:00 noon New York City time on the related Draw Date a completed Notice of Claim in the amount of the shortfall in amounts so available to pay the Scheduled Payments with respect to third Business Day preceding such Payment Date (as a claim for payment in an amount equal to the amount of any such shortfall being hereinafter referred to as the "Policy Claim Deficiency Amount"). Amounts paid by the Note Insurer pursuant to a claim submitted under the Policy this Section 4.01, shall be deposited by the Trust Collateral Agent Trustee into the Policy Payments Account and thereafter into the Note Collection Account for payment to Class A Noteholders on the related Payment Date (or promptly following payment on a later date as set forth in the Policypursuant to Section 3.03(b). (b) Any notice delivered by the Trust Collateral Agent Trustee to the Note Insurer pursuant to Section 6.2(a4.01(a) shall specify the Policy Claim Deficiency Amount claimed under the Policy and shall constitute a "Notice of ClaimNotice" (as defined in the Policy) under the Policy. In accordance with the provisions of the Policy, the Note Insurer is required to pay to the Trust Collateral Agent Trustee the Policy Claim Deficiency Amount properly claimed thereunder by 12:00 noon, New York City time, on the later of (i) the third Business Day (as defined in the Policy) following receipt on a Business Day (as defined in the Policy) 42 of the Notice of Claim, and (ii) the applicable Payment Date. Any payment made by the Note Insurer under the Policy by the Insurer shall be applied solely to the payment of the Class A NotesNotes as set forth in the Policy, and for no other purpose. (c) The Trust Collateral Agent Trustee shall (i) receive as attorney-in-fact of each Class A Noteholder any Policy Claim Deficiency Amount from the Note Insurer and (ii) deposit the same in the Policy Payments Collection Account for disbursement payment to the Noteholders as set forth provided in clauses (iii) and (iv) of Section 5.6(c3.03(b). Any and all Policy Claim Amounts For the purposes of clause (d) below, any Deficiency Amount disbursed by the Trust Collateral Agent Trustee from claims made under the Policy shall not be considered payment by the Issuer or from the Spread Account with respect to such Class A Notes, and shall not discharge the obligations of the Issuer with respect thereto. The Note Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 3.03(b) with respect to each Insured Payment made by the Insurer. (d) The Insurer shall, to the extent it makes any payment with respect to the Class A Notes, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Class A Notes by or on behalf of the Note Insurer, each Class A Noteholder the Trustee and the Noteholders shall be deemed, without further action, to have directed the Trust Collateral Agent to assign to the Note Insurer all rights to the payment of interest or principal with respect to the Class A Notes which are then due for payment to the extent of all payments made by the Note Insurer Insurer, and the Note Insurer may exercise any option, vote, right, power or the like with respect to the Class A Notes to the extent that it has made payment pursuant to the Policy. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 5.6(c) shall not be modified by this clause (c). To evidence such subrogation, the Note Registrar (as defined in this Indenture) shall note the Note Insurer's rights as subrogee upon the register of Class A Noteholders upon receipt from the Note Insurer of proof of payment by the Note Insurer of any Scheduled Insured Payment for that class(as defined in the Policy). The foregoing subrogation shall in all cases be subject to the rights of the Noteholders to receive all Insured Payments (as defined in the Policy) in respect of the Notes. (de) The Trust Collateral Agent Trustee shall keep a complete and accurate record of all Policy proceeds deposited into the Collection Account and the allocation of such funds to payment of interest on and principal paid in respect of any Note. The Insurer shall have the right to inspect such records at reasonable times upon one Business Day's prior notice to the Trustee. (f) The Trustee shall be entitled, but not obligated, entitled to enforce on behalf of the Class A Noteholders the obligations of the Note Insurer under the Policy. Notwithstanding any other provision of this AgreementIndenture or any Transaction Documents, the Class A Noteholders are not entitled to make any claims under the Policy or institute proceedings directly against the Note Insurer.