Common use of Payments on the Financial Guaranty Insurance Policy Clause in Contracts

Payments on the Financial Guaranty Insurance Policy. (a) On or before the Closing Date, the Issuer shall direct the Indenture Trustee in writing to open, at the Corporate Trust Office, an account that shall be the "Policy Payments Account". All amounts that are deposited in the Policy Payments Account shall be held by the Indenture Trustee in the Policy Payments Account as part of the Trust Estate as herein provided. The Indenture Trustee shall hold the Policy Payments Account as a separate special purpose trust account for the benefit of the Bondholders and the Bond Insurer. The Indenture Trustee shall deposit or cause to be deposited any Insured Amounts paid under the Financial Guaranty Insurance Policy in the Policy Payments Account and distribute such amounts only for the purpose of payment to the Bondholders of such Insured Amounts and such amounts may not be used to satisfy any costs, expenses or liabilities of the Servicer, the Indenture Trustee or the Issuer. Insured Amounts deposited in the Policy Payments Account shall not be invested in Permitted Investments or otherwise, and shall be transferred to the Bond Account on the related Payment Date and paid by the Indenture Trustee to the Bondholders in accordance with Section 8.02(c). As soon as possible, and in no event later than 9:00 a.m. (Los Angeles time) on the third Business Day immediately preceding the related Payment Date, the Indenture Trustee shall determine whether an Insured Amount is required to be paid under the Financial Guaranty Insurance Policy with respect to such Payment Date and, if so, shall immediately notify the Servicer by telephone, which notice shall be confirmed in writing by facsimile transmission, of the Indenture Trustee's intention so to file the applicable Notice of Claim. If by the close of business in Los Angeles on such date an Insured Amount is still required to be paid under the Financial Guaranty Insurance Policy with respect to such Payment Date, the Indenture Trustee shall furnish the Bond Insurer with a completed Notice of Claim in respect of such Insured Amount by 12:00 noon Eastern time on the next succeeding Business Day and shall provide a copy thereof to the Servicer at or prior to the time such Notice of Claim is received by the Bond Insurer. The Notice of Claim shall constitute a claim therefor pursuant to the Financial Guaranty Insurance Policy. In the event any funds are received by the Indenture Trustee from the Servicer by 2:00 p.m. Eastern time on the Business Day following the transmission of a Notice of Claim to the Bond Insurer, and such funds reduce the amount of the Insured Amount to which such Notice of Claim relates, the Insured Amount to which such Notice of Claim relates shall be reduced by a corresponding amount, and the Notice of Claim shall be deemed to have been rescinded to the extent of the reduction of the Insured Amount. Notification of any such reduction in the Insured Amount shall be given to the Bond Insurer by the Indenture Trustee by no later than 3:00 p.m. Eastern time on the Business Day prior to the related Payment Date. The Bond Insurer shall, pursuant to the Financial Guaranty Insurance Policy, pay to the Indenture Trustee the Insured Amount by 2:00 p.m., Eastern time, on the later of (i) the second Business Day following receipt of such Notice of Claim and (ii) such Payment Date. The Indenture Trustee shall deposit or cause to be deposited such Insured Amount in the Bond Account for distribution pursuant to Section 8.02(c). (b) Each Bondholder shall promptly notify the Indenture Trustee in writing upon the receipt of a court order as described in the definition of Preference Amount and shall enclose a copy of such order with such notice to the Indenture Trustee. The Indenture Trustee shall promptly notify the Bond Insurer upon its receipt of any such court order. If the payment of any portion of Bond Interest, Monthly Principal, Excess Cash Payment or any payment in respect of Coverage Deficit for any Payment Date is avoided as a preference pursuant to a final, nonappealable order under the U.S. Bankruptcy Code (the "Order"), the Bond Insurer shall cause such payment to be made on the later of (a) the date when due to be paid pursuant to the Order or (b) the first to occur of (i) the fourth Business Day following receipt by the Bond Insurer from the Indenture Trustee of (A) a copy of the Order to the effect that the Bondholder is required to return payments on the Bonds during the term of the Financial Guaranty Insurance Policy because such payments were avoidable as preference payments pursuant to such Order, (B) a certificate of the Bondholder that the Order has been entered and is not subject to any stay and (C) an assignment duly executed and delivered by the Bondholder in such form as is reasonably required by the Bond Insurer and provided to the Bondholder by the Bond Insurer, irrevocably assigning to the Bond Insurer all rights and claims of (i) the Bondholders relating to or arising under the Bonds against the debtor that made such preference payment or otherwise with respect to such preference payment or (ii) the date of receipt by the Bond Insurer from the Indenture Trustee of the items referred to in clauses (A), (B) and (C) above if, at least four Business Days prior to such date of receipt, the Bond Insurer shall have received written notice from the Indenture Trustee that such items were to be delivered on such date and such date was specified in the notice. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order and not to the Indenture Trustee or any Bondholder directly (unless a Bondholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order, in which case such payment shall be disbursed to the Indenture Trustee for payment to such Bondholder upon proof of such payment reasonably satisfactory to the Bond Insurer). (c) The Indenture Trustee shall receive, as attorney-in-fact for each Bondholder, any Insured Amount from the Bond Insurer and disburse the same in accordance with the provisions of Section 8.02. Any portion of the payments made by the Indenture Trustee in respect of the Required Payment Amount from proceeds of the Financial Guaranty Insurance Policy shall not be considered payment from the Trust Estate, nor shall such payments be discharged or otherwise considered as having been made from the Trust Estate to the Bondholders, and the Bond Insurer shall become the owner of such unpaid amounts. The Indenture Trustee hereby agrees on behalf of each Bondholder for the benefit of the Bond Insurer that it recognizes that to the extent the Bond Insurer pays any Insured Amounts, either directly or indirectly (as by paying through the Indenture Trustee), to the Bondholders, the Bond Insurer will be subrogated to the rights of the Bondholders with respect to such Insured Amounts, shall be deemed to the extent of the Insured Amounts so paid, to be a registered Bondholder and shall be entitled to receive all future payments on the Bonds until all such Insured Amounts (together with interest thereon at the Bond Interest Rate from the date paid until the date of reimbursement thereof) have been fully reimbursed, subject to the following paragraph. To evidence such subrogation, the Indenture Trustee shall direct the Bond Registrar to note the Bond Insurer's rights as subrogee on the registration books maintained by the Bond Registrar. Except as otherwise described herein, the Bond Insurer shall not acquire any voting rights hereunder as a result of such subrogation. The effect of the foregoing provisions is that, to the extent of any Insured Amount made by it on each Payment Date, the Bond Insurer shall be paid before any other payments are made to the other Bondholders, subject to the following paragraph. Notwithstanding the provisions of the preceding paragraph, it is understood and agreed that the intention of the parties is that the Bond Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it in respect of the Bonds unless on such Payment Date the Bondholders shall also have received the full amount of the Required Payment Amount for such Payment Date. (d) The Indenture Trustee shall be entitled to enforce on behalf of the Bondholders the obligations of the Bond Insurer under the Financial Guaranty Insurance Policy. The Bondholders are not entitled to institute proceedings directly against the Bond Insurer. Each Bondholder, by its purchase of the Bonds, the Servicer, the Issuer and the Indenture Trustee hereby agree that the Bond Insurer may at any time during the continuation of any proceeding relating to a preference claim direct all matters relating to such preference claim, including, without limitation, the direction of any appeal of any order relating to such preference claim and the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Bond Insurer shall be subrogated to the rights of the Servicer, the Issuer, the Indenture Trustee and each Bondholder in the conduct of any such preference claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such preference claim. (e) The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Bond from monies received under the Financial Guaranty Insurance Policy. The Bond Insurer shall have the right to inspect such records at reasonable times during normal business hours upon one Business Day's notice to the Indenture Trustee.

Payments on the Financial Guaranty Insurance Policy. (a) On or before The Trustee will establish and maintain the Closing Date, the Issuer shall direct the Indenture Trustee in writing to open, at the Corporate Trust Office, an account that shall be the "Policy Payments Account". All amounts that are deposited in the Policy Payments Account shall be held by the Indenture Trustee in the Policy Payments Account as part of the Trust Estate as herein provided. The Indenture Trustee shall hold the Policy Payments Account as , a separate special purpose trust account for the benefit of the Bondholders Fixed Rate Group Certificateholders and the Bond Financial Guaranty Insurer. The Indenture Trustee shall deposit or cause to be deposited any Insured Amounts or Additional Insurer Payments paid under the Financial Guaranty Insurance Policy in the Policy Payments Account Accounts and distribute such amounts only for the purpose of payment to the Bondholders related Fixed Rate Group Certificateholders of such the related Insured Amounts or Additional Insurer Payments and such amounts may not be used to satisfy any costs, expenses or liabilities of the Servicer, the Indenture Trustee or the IssuerTrust. Insured Amounts or Additional Insurer Payments deposited in the Policy Payments Account shall not be invested in Permitted Investments or otherwise, and shall be transferred to the Bond Certificate Account on the related Payment Distribution Date and paid disbursed by the Indenture Trustee to the Bondholders related Fixed Rate Group Certificateholders in accordance with Section 8.02(c)5.01. As soon as possible, and in no event later than 9:00 a.m. (Los Angeles time) on the third Business Day immediately preceding the related Payment Distribution Date, the Indenture Trustee shall determine whether an Insured Amount is required to be paid under the Financial Guaranty Insurance Policy with respect to such Payment Distribution Date and, if so, shall immediately notify the Servicer and the Financial Guaranty Insurer by telephone, which notice shall be confirmed in writing by facsimile transmission, of the Indenture Trustee's intention so to file the applicable Notice of Claim. If by the close of business in Los Angeles on such date an Insured Amount is still required to be paid under the Financial Guaranty Insurance Policy with respect to such Payment Distribution Date, the Indenture Trustee shall furnish the Bond Financial Guaranty Insurer with a completed Notice of Claim in respect of such Insured Amount by 12:00 noon Eastern New York City time on the next succeeding Business Day and shall provide a copy thereof to the Servicer at or prior to the time such Notice of Claim is received by the Bond Financial Guaranty Insurer. The Notice of Claim shall constitute a claim therefor pursuant to the Financial Guaranty Insurance Policy. In the event any funds are received by the Indenture Trustee from the Servicer by 2:00 p.m. Eastern time prior to the close of business in Los Angeles on the Business Day following the transmission of a Notice of Claim to the Bond Financial Guaranty Insurer, and such funds reduce the amount of the Insured Amount to which such Notice of Claim relates, the Insured Amount to which such Notice of Claim relates shall be reduced by a corresponding amount, and the Notice of Claim shall be deemed to have been rescinded to the extent of the reduction of the Insured Amount. Notification of any such reduction in the Insured Amount shall be given to the Bond Insurer by the Indenture Trustee by no later than 3:00 p.m. Eastern time on the Business Day prior to the related Payment Date. The Bond Insurer shall, pursuant to the Financial Guaranty Insurance Policy, pay to the Indenture Trustee the Insured Amount by 2:00 p.m., Eastern time, on the later of (i) the second Business Day following receipt of such Notice of Claim and (ii) such Payment Date. The Indenture Trustee shall deposit or cause to be deposited such Insured Amount in the Bond Account for distribution pursuant to Section 8.02(c). (b) Each Bondholder shall promptly notify the Indenture Trustee in writing upon the receipt of a court order as described in the definition of Preference Amount and shall enclose a copy of such order with such notice to the Indenture Trustee. The Indenture Trustee shall promptly notify the Bond Insurer upon its receipt of any such court order. If the payment of any portion of Bond Interest, Monthly Principal, Excess Cash Payment or any payment in respect of Coverage Deficit for any Payment Date is avoided as a preference pursuant to a final, nonappealable order under the U.S. Bankruptcy Code (the "Order"), the Bond Insurer shall cause such payment to be made on the later of (a) the date when due to be paid pursuant to the Order or (b) the first to occur of (i) the fourth Business Day following receipt by the Bond Insurer from the Indenture Trustee of (A) a copy of the Order to the effect that the Bondholder is required to return payments on the Bonds during the term of the Financial Guaranty Insurance Policy because such payments were avoidable as preference payments pursuant to such Order, (B) a certificate of the Bondholder that the Order has been entered and is not subject to any stay and (C) an assignment duly executed and delivered by the Bondholder in such form as is reasonably required by the Bond Insurer and provided to the Bondholder by the Bond Insurer, irrevocably assigning to the Bond Insurer all rights and claims of (i) the Bondholders relating to or arising under the Bonds against the debtor that made such preference payment or otherwise with respect to such preference payment or (ii) the date of receipt by the Bond Insurer from the Indenture Trustee of the items referred to in clauses (A), (B) and (C) above if, at least four Business Days prior to such date of receipt, the Bond Insurer shall have received written notice from the Indenture Trustee that such items were to be delivered on such date and such date was specified in the notice. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order and not to the Indenture Trustee or any Bondholder directly (unless a Bondholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order, in which case such payment shall be disbursed to the Indenture Trustee for payment to such Bondholder upon proof of such payment reasonably satisfactory to the Bond Insurer). (c) The Indenture Trustee shall receive, as attorney-in-fact for each Bondholder, any Insured Amount from the Bond Insurer and disburse the same in accordance with the provisions of Section 8.02. Any portion of the payments made by the Indenture Trustee in respect of the Required Payment Amount from proceeds of the Financial Guaranty Insurance Policy shall not be considered payment from the Trust Estate, nor shall such payments be discharged or otherwise considered as having been made from the Trust Estate to the Bondholders, and the Bond Insurer shall become the owner of such unpaid amounts. The Indenture Trustee hereby agrees on behalf of each Bondholder for the benefit of the Bond Insurer that it recognizes that to the extent the Bond Insurer pays any Insured Amounts, either directly or indirectly (as by paying through the Indenture Trustee), to the Bondholders, the Bond Insurer will be subrogated to the rights of the Bondholders with respect to such Insured Amounts, shall be deemed to the extent of the Insured Amounts so paid, to be a registered Bondholder and shall be entitled to receive all future payments on the Bonds until all such Insured Amounts (together with interest thereon at the Bond Interest Rate from the date paid until the date of reimbursement thereof) have been fully reimbursed, subject to the following paragraph. To evidence such subrogation, the Indenture Trustee shall direct the Bond Registrar to note the Bond Insurer's rights as subrogee on the registration books maintained by the Bond Registrar. Except as otherwise described herein, the Bond Insurer shall not acquire any voting rights hereunder as a result of such subrogation. The effect of the foregoing provisions is that, to the extent of any Insured Amount made by it on each Payment Date, the Bond Insurer shall be paid before any other payments are made to the other Bondholders, subject to the following paragraph. Notwithstanding the provisions of the preceding paragraph, it is understood and agreed that the intention of the parties is that the Bond Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it in respect of the Bonds unless on such Payment Date the Bondholders shall also have received the full amount of the Required Payment Amount for such Payment Date. (d) The Indenture Trustee shall be entitled to enforce on behalf of the Bondholders the obligations of the Bond Insurer under the Financial Guaranty Insurance Policy. The Bondholders are not entitled to institute proceedings directly against the Bond Insurer. Each Bondholder, by its purchase of the Bonds, the Servicer, the Issuer and the Indenture Trustee hereby agree that the Bond Insurer may at any time during the continuation of any proceeding relating to a preference claim direct all matters relating to such preference claim, including, without limitation, the direction of any appeal of any order relating to such preference claim and the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Bond Insurer shall be subrogated to the rights of the Servicer, the Issuer, the Indenture Trustee and each Bondholder in the conduct of any such preference claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such preference claim. (e) The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Bond from monies received under the Financial Guaranty Insurance Policy. The Bond Insurer shall have the right to inspect such records at reasonable times during normal business hours upon one Business Day's notice to the Indenture Trustee.the

Payments on the Financial Guaranty Insurance Policy. (a) On or before The Trustee will establish and maintain the Closing Date, the Issuer shall direct the Indenture Trustee in writing to open, at the Corporate Trust Office, an account that shall be the "Policy Payments Account". All amounts that are deposited in the Policy Payments Account shall be held by the Indenture Trustee in the Policy Payments Account as part of the Trust Estate as herein provided. The Indenture Trustee shall hold the Policy Payments Account as , a separate special purpose trust account for the benefit of the Bondholders Adjustable Rate Group Certificateholders and the Bond Financial Guaranty Insurer. The Indenture Trustee shall deposit or cause to be deposited any Insured Amounts paid under the Financial Guaranty Insurance Policy in the Policy Payments Account Accounts and distribute such amounts only for the purpose of payment to the Bondholders related Adjustable Rate Group Certificateholders of such the related Insured Amounts and such amounts may not be used to satisfy any costs, expenses or liabilities of the Servicer, the Indenture Trustee or the IssuerTrust. Insured Amounts deposited in the Policy Payments Account shall not be invested in Permitted Investments or otherwise, and shall be transferred to the Bond Certificate Account on the related Payment Distribution Date and paid disbursed by the Indenture Trustee to the Bondholders related Adjustable Rate Group Certificateholders in accordance with Section 8.02(c)5.01. As soon as possible, and in no event later than 9:00 a.m. (Los Angeles time) on the third Business Day immediately preceding the related Payment Distribution Date, the Indenture Trustee shall determine whether an Insured Amount is required to be paid under the Financial Guaranty Insurance Policy with respect to such Payment Distribution Date and, if so, shall immediately notify the Servicer by 80 86 telephone, which notice shall be confirmed in writing by facsimile transmission, of the Indenture Trustee's intention so to file the applicable Notice of Claim. If by the close of business in Los Angeles on such date an Insured Amount is still required to be paid under the Financial Guaranty Insurance Policy with respect to such Payment Distribution Date, the Indenture Trustee shall furnish the Bond Financial Guaranty Insurer with a completed Notice of Claim in respect of such Insured Amount by 12:00 noon Eastern New York City time on the next succeeding Business Day and shall provide a copy thereof to the Servicer at or prior to the time such Notice of Claim is received by the Bond Financial Guaranty Insurer. The Notice of Claim shall constitute a claim therefor pursuant to the Financial Guaranty Insurance Policy. In the event any funds are received by the Indenture Trustee from the Servicer by 2:00 p.m. Eastern time prior to the close of business in Los Angeles on the Business Day following the transmission of a Notice of Claim to the Bond Financial Guaranty Insurer, and such funds reduce the amount of the Insured Amount to which such Notice of Claim relates, the Insured Amount to which such Notice of Claim relates shall be reduced by a corresponding amount, and the Notice of Claim shall be deemed to have been rescinded to the extent of the reduction of the Insured Amount. Notification of any such reduction in the Insured Amount shall be given to the Bond Financial Guaranty Insurer by the Indenture Trustee by no later than 3:00 p.m. Eastern time 8:00 A.M., Los Angeles time, on the Business Day prior to the related Payment Distribution Date. The Bond Financial Guaranty Insurer shall, pursuant to the Financial Guaranty Insurance Policy, pay to the Indenture Trustee the Insured Amount by 2:00 p.m.P.M., Eastern New York City time, on the later of (i) the second Business Day following receipt of such Notice of Claim and (ii) such Payment Distribution Date. The Indenture Trustee shall deposit or cause to be deposited such Insured Amount in the Bond Account for distribution pursuant to Section 8.02(c)Certificate Account. (b) Each Bondholder Adjustable Rate Group Certificateholder shall promptly notify the Indenture Trustee in writing upon the receipt of a court order as described in the definition of Preference Amount and shall enclose a copy of such order with such notice to the Indenture Trustee. The Indenture Trustee shall promptly notify the Bond Financial Guaranty Insurer upon its receipt of any such court order. If the payment of any portion of Bond Interest, Monthly Principal, Excess Cash Payment or Insured Amount distributable to an Adjustable Rate Group Certificateholder on any payment in respect of Coverage Deficit for any Payment Distribution Date is avoided as a preference pursuant to a final, nonappealable order under the U.S. Bankruptcy Code (the "Order"), the Bond Financial Guaranty Insurer shall cause such payment to be made on the later of (a) the date when due to be paid pursuant to the Order or (b) the first to occur of (i) the fourth Business Day following receipt by the Bond Financial Guaranty Insurer from the Indenture Trustee of (A) a copy of the Order final nonappealable order of the court pursuant to the United States Bankruptcy Code to the effect that the Bondholder related Certificateholder is required to return payments distributions paid on the Bonds a Certificate held thereby during the term of the Financial Guaranty Insurance Policy because such payments were avoidable as preference payments pursuant to such an Order, (B) a certificate of the Bondholder such Certificateholder that the Order has been entered and is not subject to any stay and (C) an assignment duly executed and delivered by the Bondholder such Certificateholder in such form as is reasonably required by the Bond Financial Guaranty Insurer and provided to the Bondholder thereto by the Bond Financial Guaranty Insurer, irrevocably assigning to the Bond Financial Guaranty Insurer all rights and claims of (i) the Bondholders such Certificateholder relating to or arising under the Bonds Certificate held thereby against the debtor that made such preference payment or otherwise with respect to such preference payment or (ii) the date of receipt by the Bond Financial Guaranty Insurer from the Indenture Trustee of the items referred to in clauses (A), (B) and (C) above if, at least four Business Days prior to such date of receipt, the Bond Financial Guaranty Insurer shall have received written notice from the Indenture Trustee that such items were to be delivered on such date and such date was specified in the notice. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order and not to the Indenture Trustee or any Bondholder directly (unless a Bondholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order, in which case such payment shall be disbursed to the Indenture Trustee for payment to such Bondholder upon proof of such payment reasonably satisfactory to the Bond Insurer). (c) The Indenture Trustee shall receive, as attorney-in-fact for each Bondholder, any Insured Amount from the Bond Insurer and disburse the same in accordance with the provisions of Section 8.02. Any portion of the payments made by the Indenture Trustee in respect of the Required Payment Amount from proceeds of the Financial Guaranty Insurance Policy shall not be considered payment from the Trust Estate, nor shall such payments be discharged or otherwise considered as having been made from the Trust Estate to the Bondholders, and the Bond Insurer shall become the owner of such unpaid amounts. The Indenture Trustee hereby agrees on behalf of each Bondholder for the benefit of the Bond Insurer that it recognizes that to the extent the Bond Insurer pays any Insured Amounts, either directly or indirectly (as by paying through the Indenture Trustee), to the Bondholders, the Bond Insurer will be subrogated to the rights of the Bondholders with respect to such Insured Amounts, shall be deemed to the extent of the Insured Amounts so paid, to be a registered Bondholder and shall be entitled to receive all future payments on the Bonds until all such Insured Amounts (together with interest thereon at the Bond Interest Rate from the date paid until the date of reimbursement thereof) have been fully reimbursed, subject to the following paragraph. To evidence such subrogation, the Indenture Trustee shall direct the Bond Registrar to note the Bond Insurer's rights as subrogee on the registration books maintained by the Bond Registrar. Except as otherwise described herein, the Bond Insurer shall not acquire any voting rights hereunder as a result of such subrogation. The effect of the foregoing provisions is that, to the extent of any Insured Amount made by it on each Payment Date, the Bond Insurer shall be paid before any other payments are made to the other Bondholders, subject to the following paragraph. Notwithstanding the provisions of the preceding paragraph, it is understood and agreed that the intention of the parties is that the Bond Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it in respect of the Bonds unless on such Payment Date the Bondholders shall also have received the full amount of the Required Payment Amount for such Payment Date. (d) The Indenture Trustee shall be entitled to enforce on behalf of the Bondholders the obligations of the Bond Insurer under the Financial Guaranty Insurance Policy. The Bondholders are not entitled to institute proceedings directly against the Bond Insurer. Each Bondholder, by its purchase of the Bonds, the Servicer, the Issuer and the Indenture Trustee hereby agree that the Bond Insurer may at any time during the continuation of any proceeding relating to a preference claim direct all matters relating to such preference claim, including, without limitation, the direction of any appeal of any order relating to such preference claim and the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Bond Insurer shall be subrogated to the rights of the Servicer, the Issuer, the Indenture Trustee and each Bondholder in the conduct of any such preference claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such preference claim. (e) The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Bond from monies received under the Financial Guaranty Insurance Policy. The Bond Insurer shall have the right to inspect such records at reasonable times during normal business hours upon one Business Day's notice to the Indenture Trustee.payment

Payments on the Financial Guaranty Insurance Policy. (a) On or before The Trustee will establish and maintain the Closing Date, the Issuer shall direct the Indenture Trustee in writing to open, at the Corporate Trust Office, an account that shall be the "Policy Payments Account". All amounts that are deposited in the Policy Payments Account shall be held by the Indenture Trustee in the Policy Payments Account as part of the Trust Estate as herein provided. The Indenture Trustee shall hold the Policy Payments Account as , a separate special purpose trust account for the benefit of the Bondholders Adjustable Rate Group Certificateholders and the Bond Financial Guaranty Insurer. The Indenture Trustee shall deposit or cause to be deposited any Insured Amounts paid under the Financial Guaranty Insurance Policy in the Policy Payments Account Accounts and distribute such amounts only for the purpose of payment to the Bondholders related Adjustable Rate Group Certificateholders of such the related Insured Amounts and such amounts may not be used to satisfy any costs, expenses or liabilities of the Servicer, the Indenture Trustee or the IssuerTrust. Insured Amounts deposited in the Policy Payments Account shall not be invested in Permitted Investments or otherwise, and shall be transferred to the Bond Certificate Account on the related Payment Distribution Date and paid disbursed by the Indenture Trustee to the Bondholders related Adjustable Rate Group Certificateholders in accordance with Section 8.02(c)5.01. As soon as possible, and in no event later than 9:00 a.m. (Los Angeles time) [ ] on the third Business Day immediately preceding the related Payment Distribution Date, the Indenture Trustee shall determine whether an Insured Amount is required to be paid under the Financial Guaranty Insurance Policy with respect to such Payment Distribution Date and, if so, shall immediately notify the Servicer by telephone, which notice shall be confirmed in writing by facsimile transmission, of the Indenture Trustee's intention so to file the applicable Notice of Claim. If by the close of business in Los Angeles on such date an Insured Amount is still required to be paid under the Financial Guaranty Insurance Policy with respect to such Payment Distribution Date, the Indenture Trustee shall furnish the Bond Financial Guaranty Insurer with a completed Notice of Claim in respect of such Insured Amount by 12:00 noon Eastern time [ ] on the next succeeding Business Day and shall provide a copy thereof to the Servicer at or prior to the time such Notice of Claim is received by the Bond Financial Guaranty Insurer. The Notice of Claim shall constitute a claim therefor pursuant to the Financial Guaranty Insurance Policy. In the event any funds are received by the Indenture Trustee from the Servicer by 2:00 p.m. Eastern time prior to the close of business in Los Angeles on the Business Day following the transmission of a Notice of Claim to the Bond Financial Guaranty Insurer, and such funds reduce the amount of the Insured Amount to which such Notice of Claim relates, the Insured Amount to which such Notice of Claim relates shall be reduced by a corresponding amount, and the Notice of Claim shall be deemed to have been rescinded to the extent of the reduction of the Insured Amount. Notification of any such reduction in the Insured Amount shall be given to the Bond Financial Guaranty Insurer by the Indenture Trustee by no later than 3:00 p.m. Eastern time [ ], on the Business Day prior to the related Payment Distribution Date. The Bond Financial Guaranty Insurer shall, pursuant to the Financial Guaranty Insurance Policy, pay to the Indenture Trustee the Insured Amount by 2:00 p.m., Eastern time[ ], on the later of (i) the second Business Day following receipt of such Notice of Claim and (ii) such Payment Distribution Date. The Indenture Trustee shall deposit or cause to be deposited such Insured Amount in the Bond Account for distribution pursuant to Section 8.02(c)Certificate Account. (b) Each Bondholder shall promptly notify the Indenture Trustee in writing upon the receipt of a court order as described in the definition of Preference Amount and shall enclose a copy of such order with such notice to the Indenture Trustee. The Indenture Trustee shall promptly notify the Bond Insurer upon its receipt of any such court order. If the payment of any portion of Bond Interest, Monthly Principal, Excess Cash Payment or any payment in respect of Coverage Deficit for any Payment Date is avoided as a preference pursuant to a final, nonappealable order under the U.S. Bankruptcy Code (the "Order"), the Bond Insurer shall cause such payment to be made on the later of (a) the date when due to be paid pursuant to the Order or (b) the first to occur of (i) the fourth Business Day following receipt by the Bond Insurer from the Indenture Trustee of (A) a copy of the Order to the effect that the Bondholder is required to return payments on the Bonds during the term of the Financial Guaranty Insurance Policy because such payments were avoidable as preference payments pursuant to such Order, (B) a certificate of the Bondholder that the Order has been entered and is not subject to any stay and (C) an assignment duly executed and delivered by the Bondholder in such form as is reasonably required by the Bond Insurer and provided to the Bondholder by the Bond Insurer, irrevocably assigning to the Bond Insurer all rights and claims of (i) the Bondholders relating to or arising under the Bonds against the debtor that made such preference payment or otherwise with respect to such preference payment or (ii) the date of receipt by the Bond Insurer from the Indenture Trustee of the items referred to in clauses (A), (B) and (C) above if, at least four Business Days prior to such date of receipt, the Bond Insurer shall have received written notice from the Indenture Trustee that such items were to be delivered on such date and such date was specified in the notice. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order and not to the Indenture Trustee or any Bondholder directly (unless a Bondholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order, in which case such payment shall be disbursed to the Indenture Trustee for payment to such Bondholder upon proof of such payment reasonably satisfactory to the Bond Insurer). (c) The Indenture Trustee shall receive, as attorney-in-fact for each Bondholder, any Insured Amount from the Bond Insurer and disburse the same in accordance with the provisions of Section 8.02. Any portion of the payments made by the Indenture Trustee in respect of the Required Payment Amount from proceeds of the Financial Guaranty Insurance Policy shall not be considered payment from the Trust Estate, nor shall such payments be discharged or otherwise considered as having been made from the Trust Estate to the Bondholders, and the Bond Insurer shall become the owner of such unpaid amounts. The Indenture Trustee hereby agrees on behalf of each Bondholder for the benefit of the Bond Insurer that it recognizes that to the extent the Bond Insurer pays any Insured Amounts, either directly or indirectly (as by paying through the Indenture Trustee), to the Bondholders, the Bond Insurer will be subrogated to the rights of the Bondholders with respect to such Insured Amounts, shall be deemed to the extent of the Insured Amounts so paid, to be a registered Bondholder and shall be entitled to receive all future payments on the Bonds until all such Insured Amounts (together with interest thereon at the Bond Interest Rate from the date paid until the date of reimbursement thereof) have been fully reimbursed, subject to the following paragraph. To evidence such subrogation, the Indenture Trustee shall direct the Bond Registrar to note the Bond Insurer's rights as subrogee on the registration books maintained by the Bond Registrar. Except as otherwise described herein, the Bond Insurer shall not acquire any voting rights hereunder as a result of such subrogation. The effect of the foregoing provisions is that, to the extent of any Insured Amount made by it on each Payment Date, the Bond Insurer shall be paid before any other payments are made to the other Bondholders, subject to the following paragraph. Notwithstanding the provisions of the preceding paragraph, it is understood and agreed that the intention of the parties is that the Bond Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it in respect of the Bonds unless on such Payment Date the Bondholders shall also have received the full amount of the Required Payment Amount for such Payment Date. (d) The Indenture Trustee shall be entitled to enforce on behalf of the Bondholders the obligations of the Bond Insurer under the Financial Guaranty Insurance Policy. The Bondholders are not entitled to institute proceedings directly against the Bond Insurer. Each Bondholder, by its purchase of the Bonds, the Servicer, the Issuer and the Indenture Trustee hereby agree that the Bond Insurer may at any time during the continuation of any proceeding relating to a preference claim direct all matters relating to such preference claim, including, without limitation, the direction of any appeal of any order relating to such preference claim and the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Bond Insurer shall be subrogated to the rights of the Servicer, the Issuer, the Indenture Trustee and each Bondholder in the conduct of any such preference claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such preference claim. (e) The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Bond from monies received under the Financial Guaranty Insurance Policy. The Bond Insurer shall have the right to inspect such records at reasonable times during normal business hours upon one Business Day's notice to the Indenture Trustee.