Common use of Preference Claims Under Note Policy Clause in Contracts

Preference Claims Under Note Policy. (a) In the event that the Trustee has received a certified copy of a final, non-appealable order of the appropriate court that any payment paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a court having competent jurisdiction, the Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent or the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trust Collateral Agent, the Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent or the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law of any distribution made with respect to the Notes (a “Note Preference Claim”). Each Noteholder, by its purchase of Notes, the Trustee and the Trust Collateral Agent hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder, the Trustee and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee and each Noteholder in the conduct of any proceeding with respect to a Note 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 Note Preference Claim.

Preference Claims Under Note Policy. (a) In the event that the Trustee has received a certified copy of a final, non-appealable an order of the appropriate court that any payment paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a court having competent jurisdiction, the Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent or the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trust Collateral Agent, the Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent or the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law of any distribution made with respect to the Notes (a “Note Preference Claim”). Each Noteholder, by its purchase of Notes, the Trustee and the Trust Collateral Agent hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder, the Trustee and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee and each Noteholder in the conduct of any proceeding with respect to a Note 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 Note Preference Claim.

Preference Claims Under Note Policy. (a) In the event that the Trustee Trust Collateral Agent has received a certified copy of a final, non-appealable an order of the appropriate court that any payment Scheduled Payment (as defined in the Note Policy) paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a court having competent jurisdictionlaw, the Trustee Trust Collateral Agent shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s 's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent or the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order Order (as defined in the Note Policy) and not to the Trust Collateral Agent, the Trustee Agent or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee Trust Collateral Agent for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent or the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "NOTE PREFERENCE CLAIM") of any distribution made with respect to the Notes (a “Note Preference Claim”)Notes. Each NoteholderHolder, by its purchase of Notes, the Trustee and the Trust Collateral Agent hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas supersedes as or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder, the Trustee Noteholder and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee trustee and each Noteholder in the conduct of any proceeding with respect to a Note 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 Note Preference Claim.

Preference Claims Under Note Policy. (a) In the event that the Indenture Trustee has received a certified copy of a final, non-appealable an order of the appropriate court that any payment paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a court having competent jurisdiction, the Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any NoteholderHolder’s payment is so recoverable, such Noteholder Holder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and the Indenture Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent or the Indenture Trustee and subsequently recovered from NoteholdersHolders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder Holder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trust Collateral Agent, the Indenture Trustee or any Noteholder Holder directly (unless a Noteholder Holder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Indenture Trustee for distribution to such Noteholder Holder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent or the Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law of any distribution made with respect to the Notes (a “Note Preference Claim”). Each NoteholderHolder, by its purchase of Notes, the Trustee and the Trust Collateral Agent Indenture Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, including (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder, the Trustee Holder and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Noteholder Holder in the conduct of any proceeding with respect to a Note Preference Claim, including, without limitation, including all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Note Preference Claim.

Preference Claims Under Note Policy. (a) In the event that the Trustee Trust Collateral Agent has received a certified copy of a final, non-appealable an order of the appropriate court that any payment Scheduled Payment (as defined in the Note Policy) paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a court having competent jurisdictionlaw, the Trustee Trust Collateral Agent shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s 's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent or the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order Trust Collateral Agent and not to the Trust Collateral Agent, the Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer)directly. (b) The Trust Collateral Agent or the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer an officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "PREFERENCE CLAIM") of any distribution made with respect to the Notes (a “Note Preference Claim”)Notes. Each Noteholder, by its purchase of Notes, the Trustee and the Trust Collateral Agent hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas supersedes as or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder, the Trustee Noteholder and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee trustee and each Noteholder in the conduct of any proceeding with respect to a Note 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 Note Preference Claim.

Preference Claims Under Note Policy. (a) In the event that the Trustee has received a certified copy of a final, non-appealable an order of the appropriate court that any payment Scheduled Payment (as defined in the Note Policy) paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a court having competent jurisdiction, the Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent or the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order Order (as defined in the Note Policy) and not to the Trust Collateral Agent, the Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent or the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law of any distribution made with respect to the Notes (a “Note Preference Claim”). Each Noteholder, by its purchase of Notes, the Trustee and the Trust Collateral Agent hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder, the Trustee and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee and each Noteholder in the conduct of any proceeding with respect to a Note 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 Note Preference Claim.

Preference Claims Under Note Policy. (a) In the event that the Indenture Trustee has received a certified copy of a final, non-appealable order of the appropriate court that any payment paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a an appropriate court having competent jurisdictionor other body exercising jurisdiction that any interest on or principal of the Class A Notes which has become due for payment under the Indenture or this Agreement, the nonpayment of which would have been covered by the Note Policy, and which was made to a Holder by or on behalf of the Issuer has been deemed a preferential transfer and recoverable, or theretofore recovered, from such Holder pursuant to Title 11 of the United States Code in accordance with an Order (such amount, a "Preference Amount"), the Indenture Trustee shall will so notify the Insurer, shall will comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shallwill, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s Holder's payment is so recoverable, such Noteholder Holder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and Insurer will pay any Preference Amount when due to be paid pursuant to an Order (as defined below), but in any event no earlier than the fifth Business Day following actual receipt by the Insurer of (i) a certified copy of a final, nonappealable order of a court or other body exercising jurisdiction to the effect that a Holder is required to return such Preference Amount paid during the term of the Note Policy because the payments of such amounts were avoided as a preferential transfer or otherwise rescinded or required to be restored by the Indenture Trustee shall furnish or such Holder (the "Order"), (ii) an opinion of counsel satisfactory to the Insurer its records evidencing stating that the payments Order has been entered and is final and not subject to any stay, (iii) an assignment, in form and substance satisfactory to the Insurer, duly executed and delivered by such Holder and the Indenture Trustee, irrevocably assigning to the Insurer all rights and claims of principal the Indenture Trustee and such Holder relating to or arising under the Indenture or otherwise with respect to such Preference Amount, (iv) appropriate instruments in form satisfactory to the Insurer to effect the appointment of the Insurer as agent for such Holder in any legal proceeding related to such Preference Amount, and interest on Notes, if any, which have been made (v) a Notice appropriately completed and executed by the Trust Collateral Agent or Indenture Trustee in the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant form attached as Exhibit B to the terms of the Note Policy; provided, that (I) if such documents are received by the Insurer after 12:00 noon, New York City time, on such Business Day, they will be deemed to be received before 12:00 noon, New York City time, on the following Business Day and (II) the Insurer will make such not be obligated to pay any Preference Amount in respect of principal (other than the Class A Noteholders' Parity Deficit Amount) prior to the Final Scheduled Distribution Date for the relevant class of Class A Notes. Such payment on behalf of the Noteholder will be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order Order, and not to the Trust Collateral Agent, the Indenture Trustee or any Noteholder directly (the Holder directly, unless the Indenture Trustee or the relevant Holder has made a Noteholder has previously paid such payment of the Preference Amounts to the court or such receiver, conservator, debtor-in-possession or trustee in bankruptcybankruptcy named in the Order, in which case the Insurer will make such payment pay the Indenture Trustee, or as directed by the Indenture Trustee, to the Trustee for distribution extent of the payment of the Preference Amount, subject to such Noteholder upon proof the delivery of such payment reasonably (a) the items referred to in clauses (i), (ii), (iii), (iv) and (v) above to the Insurer and (b) evidence satisfactory to the Insurer)Insurer that payment has been made to such court or receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order; provided, further, that any Preference Amount that constitutes interest will be limited to the amount of interest on the outstanding principal amount of the Class A Notes (calculated at the Interest Rate for the relevant class of Class A Notes) accrued as of the last day of the applicable interest accrual period with respect to the Class A Notes and will not, in any event, include any interest on the Class A Notes accrued after such date or any interest on such interest amount; provided, further, that in no event will the Insurer be obligated to make any payment (i) in respect to any Preference Amount to the extent that such payment, when added to all prior payments of Policy Claim Amounts, would exceed the Maximum Insured Amount (as defined in the Note Policy) or (ii) prior to the time the Insurer would have been required to pay a Policy Claim Amount pursuant to Section 3 of the Policy. (b) The Trust Collateral Agent or the Indenture Trustee shall will promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law of any distribution made with respect to the Notes (a “"Note Preference Claim”)") of any payment made to a Holder that has been deemed a preferential transfer and recoverable, or theretofore recovered, from such Holder pursuant to Title 11 of United States Code in accordance with an Order. Each NoteholderHolder, by its purchase of Class A Notes, the Trustee and the Trust Collateral Agent Indenture Trustee hereby agree that so long as an no Insurer Default shall not have has occurred and be is continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, including (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall will be subrogated to, and each Noteholder, the Trustee Holder and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Noteholder Holder in the conduct of any proceeding with respect to a Note Preference Claim, including, without limitation, including all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Note Preference Claim.

Preference Claims Under Note Policy. (a) In the event that the Trustee has received a certified copy of a final, non-appealable an order of the appropriate court that any payment Scheduled Payment (as defined in the Note Policy) paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a court having competent jurisdiction, the Trustee shall so notify the Trust Collateral Agent and the Insurer, and the Trust Collateral Agent shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and . The Trustee shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Each of the Trust Collateral Agent and the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent or the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order Order (as defined in the Note Policy) and not to the Trust Collateral Agent, the Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent or the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law of any distribution made with respect to the Notes (a “Note Preference Claim”). Each Noteholder, by its purchase of Notes, the Trustee and the Trust Collateral Agent hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder, the Trustee and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee Trustee, the Trust Collateral Agent and each Noteholder in the conduct of any proceeding with respect to a Note 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 Note Preference Claim.

Preference Claims Under Note Policy. (a) In the event that the Trustee has received a certified copy of a final, non-appealable an order of the appropriate court that any payment Scheduled Payment (as defined in the Note Policy) paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a court having competent jurisdictionlaw, the Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent or the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order Order (as defined in the Note Policy) and not to the Trust Collateral Agent, the Trustee Agent or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent or the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a “Note Preference Claim”) of any distribution made with respect to the Notes (a “Note Preference Claim”)Notes. Each Noteholder, by its purchase of Notes, the Trustee and the Trust Collateral Agent hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder, the Trustee Noteholder and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee trustee and each Noteholder in the conduct of any proceeding with respect to a Note 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 Note Preference Claim.

Preference Claims Under Note Policy. (a) In the event that the Indenture Trustee has received a certified copy of a final, non-appealable an order of the appropriate court that any payment paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a court having competent jurisdiction, the Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s Holder's payment is so recoverable, such Noteholder Holder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and the Indenture Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent or the Indenture Trustee and subsequently recovered from NoteholdersHolders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder Holder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trust Collateral Agent, the Indenture Trustee or any Noteholder Holder directly (unless a Noteholder Holder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Indenture Trustee for distribution to such Noteholder Holder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent or the Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law of any distribution made with respect to the Notes (a “"Note Preference Claim”"). Each NoteholderHolder, by its purchase of Notes, the Trustee and the Trust Collateral Agent Indenture Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, including (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder, the Trustee Holder and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Noteholder Holder in the conduct of any proceeding with respect to a Note Preference Claim, including, without limitation, including all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Note Preference Claim.

Preference Claims Under Note Policy. (a) In the event that the Trustee has received a certified copy of a final, non-appealable order of the appropriate court that any payment paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of an appropriate court or other body exercising jurisdiction that any interest on or principal of the Notes which has become due for payment under the Indenture or this Agreement, the nonpayment of which would have been covered by the Note Policy, and which was made to a court having competent jurisdictionHolder by or on behalf of the Issuer has been deemed a preferential transfer and recoverable, or theretofore recovered, from such Holder pursuant to Title 11 of the United States Code in accordance with an Order (such amount, a “Preference Amount”), the Trustee shall will so notify the Insurer, shall will comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shallwill, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any NoteholderHolder’s payment is so recoverable, such Noteholder Holder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and Insurer will pay any Preference Amount when due to be paid pursuant to an Order (as defined below), but in any event no earlier than the fifth Business Day following actual receipt by the Insurer of (i) a certified copy of a final, nonappealable order of a court or other body exercising jurisdiction to the effect that a Holder is required to return such Preference Amount paid during the term of the Note Policy because the payments of such amounts were avoided as a preferential transfer or otherwise rescinded or required to be restored by the Trustee shall furnish or such Holder (the “Order”), (ii) an opinion of counsel satisfactory to the Insurer its records evidencing that the payments Order has been entered and is final and not subject to any stay, (iii) an assignment, in form and substance satisfactory to the Insurer, duly executed and delivered by such Holder and the Trustee, irrevocably assigning to the Insurer all rights and claims of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent or the Trustee and subsequently recovered from Noteholderssuch Holder relating to or arising under the Indenture or otherwise with respect to such Preference Amount, (iv) appropriate instruments in form satisfactory to the Insurer to effect the appointment of the Insurer as agent for such Holder in any legal proceeding related to such Preference Amount, and (v) a Notice appropriately completed and executed by the dates on which such payments were made. Pursuant Trustee in the form attached as Exhibit B to the terms of the Note Policy; provided, that (I) if such documents are received by the Insurer after 12:00 noon, New York City time, on such Business Day, they will be deemed to be received before 12:00 noon, New York City time, on the following Business Day and (II) the Insurer will make such not be obligated to pay any Preference Amount in respect of principal (other than the Noteholders’ Parity Deficit Amount) prior to the Final Scheduled Distribution Date for the relevant class of Notes. Such payment on behalf of the Noteholder will be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order Order, and not to the Trust Collateral AgentTrustee or the Holder directly, unless the Trustee or any Noteholder directly (unless the relevant Holder has made a Noteholder has previously paid such payment of the Preference Amount to the court or such receiver, conservator, debtor-in-possession or trustee in bankruptcybankruptcy named in the Order, in which case the Insurer will make such payment pay the Trustee, or as directed by the Trustee, to the Trustee for distribution extent of the payment of the Preference Amount, subject to such Noteholder upon proof the delivery of such payment reasonably (a) the items referred to in clauses (i), (ii), (iii), (iv) and (v) above to the Insurer and (b) evidence satisfactory to the Insurer)Insurer that payment has been made to such court or receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order; provided, further, that any Preference Amount that constitutes interest will be limited to the amount of interest on the outstanding principal amount of the Notes (calculated at the Interest Rate for the relevant class of Notes) accrued as of the last day of the applicable interest accrual period with respect to the Notes and will not, in any event, include any interest on the Notes accrued after such date or any interest on such interest amount; provided, further, that in no event will the Insurer be obligated to make any payment (i) in respect to any Preference Amount to the extent that such payment, when added to all prior payments of Insured Amounts, would exceed the Maximum Insured Amount (as defined in the Note Policy) or (ii) prior to the time the Insurer would have been required to pay an Insured Amount pursuant to Section 3 of the Note Policy. (b) The Trust Collateral Agent or the Trustee shall will promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law of any distribution made with respect to the Notes (a “Note Preference Claim”)) of any payment made to a Holder that has been deemed a preferential transfer and recoverable, or theretofore recovered, from such Holder pursuant to Title 11 of United States Code in accordance with an Order. Each NoteholderHolder, by its purchase of Notes, and the Trustee and the Trust Collateral Agent hereby agree that so long as an no Insurer Default shall not have has occurred and be is continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, including (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall will be subrogated to, and each Noteholder, Holder and the Trustee and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee trustee and each Noteholder Holder in the conduct of any proceeding with respect to a Note Preference Claim, including, without limitation, including all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Note Preference Claim.

Preference Claims Under Note Policy. (a) In the event that the Trustee has received a certified copy of a final, non-appealable an order of the appropriate court that any payment Scheduled Payment (as defined in the Note Policy) paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a court having competent jurisdictionlaw, the Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent or the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order Order (as defined in the Note Policy) and not to the Trust Collateral Agent, the Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent or the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law of any distribution made with respect to the Notes (a “Note Preference Claim”). Each Noteholder, by its purchase of Notes, the Trustee and the Trust Collateral Agent hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder, the Trustee and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee and each Noteholder in the conduct of any proceeding with respect to a Note 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 Note Preference Claim.

Preference Claims Under Note Policy. (a) In the event that the Trustee Trust Collateral Agent has received a certified copy of a final, non-appealable an order of the appropriate court that any payment Scheduled Payment (as defined in the Note Policy) paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a court having competent jurisdictionlaw, the Trustee Trust Collateral Agent shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s 's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent or the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order Order (as defined in the Note Policy) and not to the Trust Collateral Agent, the Trustee Agent or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee Trust Collateral Agent for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent or the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the Notes (a “Note Preference Claim”)Notes. Each Noteholder, by its purchase of Notes, the Trustee and the Trust Collateral Agent hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas supersedes as or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder, the Trustee Noteholder and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee trustee and each Noteholder in the conduct of any proceeding with respect to a Note 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 Note Preference Claim.

Preference Claims Under Note Policy. (a) In the event that the Indenture Trustee has received a certified copy of a final, non-appealable order of the appropriate court that any payment paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a an appropriate court having competent jurisdictionor other body exercising jurisdiction that any interest on or principal of the Class A Notes which has become due for payment under the Indenture, the nonpayment of which would have been covered by the Note Policy, and which was made to a Holder by or on behalf of the Issuer has been deemed a preferential transfer and recoverable, or theretofore recovered, from such Holder pursuant to Title 11 of the United States Code in accordance with an Order (as defined below) (such amount, a "Preference Amount"), the Indenture Trustee shall will so notify the Insurer, shall will comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shallwill, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s Holder's payment is so recoverable, such Noteholder Holder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and Insurer will pay any Preference Amount when due to be paid pursuant to an Order (as defined below), but in any event no earlier than the fifth Business Day following actual receipt by the Insurer of (i) a certified copy of a final, nonappealable order of a court or other body exercising jurisdiction to the effect that a Holder is required to return such Preference Amount paid during the term of the Note Policy because the payments of such amounts were avoided as a preferential transfer or otherwise rescinded or required to be restored by the Indenture Trustee shall furnish or such Holder (the "Order"), (ii) an opinion of counsel satisfactory to the Insurer its records evidencing that the payments Order has been entered and is final and not subject to any stay, (iii) an assignment, in form and substance satisfactory to the Insurer, duly executed and delivered by such Holder and the Indenture Trustee, irrevocably assigning to the Insurer all rights and claims of principal the Indenture Trustee and such Holder relating to or arising under the Indenture or otherwise with respect to such Preference Amount, (iv) appropriate instruments in form satisfactory to the Insurer to effect the appointment of the Insurer as agent for such Holder in any legal proceeding related to such Preference Amount, and interest on Notes, if any, which have been made (v) a Notice appropriately completed and executed by the Trust Collateral Agent or Indenture Trustee in the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant form attached as Exhibit B to the terms of the Note Policy; provided, that (I) if such documents are received by the Insurer after 12:00 noon, New York City time, on such Business Day, they will be deemed to be received before 12:00 noon, New York City time, on the following Business Day and (II) the Insurer will make such not be obligated to pay any Preference Amount in respect of principal (other than the Class A Noteholders' Remaining Parity Deficit Amount) prior to the Final Scheduled Distribution Date for the relevant class of Class A Notes. Such payment on behalf of the Noteholder will be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order Order, and not to the Trust Collateral Agent, the Indenture Trustee or any Noteholder directly (the Holder directly, unless the Indenture Trustee or the relevant Holder has made a Noteholder has previously paid such payment of the Preference Amount to the court or such receiver, conservator, debtor-in-possession or trustee in bankruptcybankruptcy named in the Order, in which case the Insurer will make such payment pay the Indenture Trustee, or as directed by the Indenture Trustee, to the Trustee for distribution extent of the payment of the Preference Amount, subject to such Noteholder upon proof the delivery of such payment reasonably (a) the items referred to in clauses (i), (ii), (iii), (iv) and (v) above to the Insurer and (b) evidence satisfactory to the Insurer)Insurer that payment has been made to such court or receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order; provided, further, that any Preference Amount that constitutes interest will be limited to the amount of interest on the outstanding principal amount of the Class A Notes (calculated at the Interest Rate for the relevant class of Class A Notes) accrued as of the last day of the applicable interest accrual period with respect to the Class A Notes and will not, in any event, include any interest on the Class A Notes accrued after such date or any interest on such interest amount; provided, further, that in no event will the Insurer be obligated to make any payment (i) in respect to any Preference Amount to the extent that such payment, when added to all prior payments of Policy Claim Amounts, would exceed the Maximum Insured Amount (as defined in the Note Policy) or (ii) prior to the time the Insurer would have been required to make an Insured Payment pursuant to Section 3 of the Policy. (b) The Trust Collateral Agent or the Indenture Trustee shall will promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law of any distribution made with respect to the Notes (a “"Note Preference Claim”)") of any payment made to a Holder that has been deemed a preferential transfer and recoverable, or theretofore recovered, from such Holder pursuant to Title 11 of United States Code in accordance with an Order. Each NoteholderHolder, by its purchase of Class A Notes, the Trustee and the Trust Collateral Agent Indenture Trustee hereby agree that so long as an no Insurer Default shall not have has occurred and be is continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, including (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall will be subrogated to, and each Noteholder, the Trustee Holder and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee trustee and each Noteholder Holder in the conduct of any proceeding with respect to a Note Preference Claim, including, without limitation, including all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Note Preference Claim.

Preference Claims Under Note Policy. (a) In the event that the Trustee Trust Collateral Agent has received a certified copy of a final, non-appealable an order of the appropriate court that any payment Scheduled Payment (as defined in the Note Policy) paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a court having competent jurisdictionlaw, the Trustee Trust Collateral Agent shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s 's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent or the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the 55 Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order Order (as defined in the Note Policy) and not to the Trust Collateral Agent, the Trustee Agent or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee Trust Collateral Agent for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent or the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "NOTE PREFERENCE CLAIM") of any distribution made with respect to the Notes (a “Note Preference Claim”)Notes. Each Noteholder, by its purchase of Notes, the Trustee and the Trust Collateral Agent hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas supersedes as or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder, the Trustee Noteholder and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee trustee and each Noteholder in the conduct of any proceeding with respect to a Note 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 Note Preference Claim.

Preference Claims Under Note Policy. (a) In the event that the Trustee has received a certified copy of a final, non-appealable an order of the appropriate court that any payment Scheduled Payment (as defined in the Note Policy) paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a court having competent jurisdictionlaw, the Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent or the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee Back to Contents in bankruptcy named in the order Order (as defined in the Note Policy) and not to the Trust Collateral Agent, the Trustee Agent or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent or the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a “Note Preference Claim”) of any distribution made with respect to the Notes (a “Note Preference Claim”)Notes. Each Noteholder, by its purchase of Notes, the Trustee and the Trust Collateral Agent hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder, the Trustee Noteholder and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee trustee and each Noteholder in the conduct of any proceeding with respect to a Note 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 Note Preference Claim.

Preference Claims Under Note Policy. (a) In the event that the Indenture Trustee has received a certified copy of a final, non-appealable order of the appropriate court that any payment paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a an appropriate court having competent jurisdictionor other body exercising jurisdiction that any interest on or principal of the Class A Notes which has become due for payment under the Indenture or this Agreement, the nonpayment of which would have been covered by the Note Policy, and which was made to a Holder by or on behalf of the Issuer has been deemed a preferential transfer and recoverable, or theretofore recovered, from such Holder pursuant to Title 11 of the United States Code in accordance with an Order (such amount, a "Preference Amount"), the Indenture Trustee shall will so notify the Insurer, shall will comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shallwill, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s Holder's payment is so recoverable, such Noteholder Holder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and Insurer will pay any Preference Amount when due to be paid pursuant to an Order (as defined below), but in any event no earlier than the fifth Business Day following actual receipt by the Insurer of (i) a certified copy of a final, nonappealable order of a court or other body exercising jurisdiction to the effect that a Holder is required to return such Preference Amount paid during the term of the Note Policy because the payments of such amounts were avoided as a preferential transfer or otherwise rescinded or required to be restored by the Indenture Trustee shall furnish or such Holder (the "Order"), (ii) an opinion of counsel satisfactory to the Insurer its records evidencing stating that the payments Order has been entered and is final and not subject to any stay, (iii) an assignment, in form and substance satisfactory to the Insurer, duly executed and delivered by such Holder and the Indenture Trustee, irrevocably assigning to the Insurer all rights and claims of principal the Indenture Trustee and such Holder relating to or arising under the Indenture or otherwise with respect to such Preference Amount, (iv) appropriate instruments in form satisfactory to the Insurer to effect the appointment of the Insurer as agent for such Holder in any legal proceeding related to such Preference Amount, and interest on Notes, if any, which have been made (v) a Notice appropriately completed and executed by the Trust Collateral Agent or Indenture Trustee in the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant form attached as Exhibit B to the terms of the Note Policy; provided, that (I) if such documents are received by the Insurer after 12:00 noon, New York City time, on such Business Day, they will be deemed to be received before 12:00 noon, New York City time, on the following Business Day and (II) the Insurer will make such not be obligated to pay any Preference Amount in respect of principal (other than the Class A Noteholders' Parity Deficit Amount) prior to the Final Scheduled Distribution Date for the relevant class of Class A Notes. Such payment on behalf of the Noteholder will be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order Order, and not to the Trust Collateral Agent, the Indenture Trustee or any Noteholder directly (the Holder directly, unless the Indenture Trustee or the relevant Holder has made a Noteholder has previously paid such payment of the Preference Amount to the court or such receiver, conservator, debtor-in-possession or trustee in bankruptcybankruptcy named in the Order, in which case the Insurer will make such payment pay the Indenture Trustee, or as directed by the Indenture Trustee, to the Trustee for distribution extent of the payment of the Preference Amount, subject to such Noteholder upon proof the delivery of such payment reasonably (a) the items referred to in clauses (i), (ii), (iii), (iv) and (v) above to the Insurer and (b) evidence satisfactory to the Insurer)Insurer that payment has been made to such court or receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order; provided, further, that any Preference Amount that constitutes interest will be limited to the amount of interest on the outstanding principal amount of the Class A Notes (calculated at the Interest Rate for the relevant class of Class A Notes) accrued as of the last day of the applicable interest accrual period with respect to the Class A Notes and will not, in any event, include any interest on the Class A Notes accrued after such date or any interest on such interest amount; provided, further, that in no event will the Insurer be obligated to make any payment (i) in respect to any Preference Amount to the extent that such payment, when added to all prior payments of Policy Claim Amounts, would exceed the Maximum Insured Amount (as defined in the Note Policy) or (ii) prior to the time the Insurer would have been required to pay a Policy Claim Amount pursuant to Section 3 of the Policy. (b) The Trust Collateral Agent or the Indenture Trustee shall will promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law of any distribution made with respect to the Notes (a “"Note Preference Claim”)") of any payment made to a Holder that has been deemed a preferential transfer and recoverable, or theretofore recovered, from such Holder pursuant to Title 11 of United States Code in accordance with an Order. Each NoteholderHolder, by its purchase of Class A Notes, the Trustee and the Trust Collateral Agent Indenture Trustee hereby agree that so long as an no Insurer Default shall not have has occurred and be is continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, including (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall will be subrogated to, and each Noteholder, the Trustee Holder and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee trustee and each Noteholder Holder in the conduct of any proceeding with respect to a Note Preference Claim, including, without limitation, including all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Note Preference Claim.]

Preference Claims Under Note Policy. (a) In the event that the Indenture Trustee has received a certified copy of a final, non-appealable order of the appropriate court that any payment paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a an appropriate court having competent jurisdictionor other body exercising jurisdiction that any interest on or principal of the Class A Notes which has become due for payment under the Indenture or this Agreement, the nonpayment of which would have been covered by the Note Policy, and which was made to a Holder by or on behalf of the Issuer has been deemed a preferential transfer and recoverable, or theretofore recovered, from such Holder pursuant to Title 11 of the United States Code in accordance with an Order (such amount, a "Preference Amount"), the Indenture Trustee shall will so notify the Insurer, shall will comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shallwill, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s Holder's payment is so recoverable, such Noteholder Holder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and Insurer will pay any Preference Amount when due to be paid pursuant to an Order (as defined below), but in any event no earlier than the fifth Business Day following actual receipt by the Insurer of (i) a certified copy of a final, nonappealable order of a court or other body exercising jurisdiction to the effect that a Holder is required to return such Preference Amount paid during the term of the Note Policy because the payments of such amounts were avoided as a preferential transfer or otherwise rescinded or required to be restored by the Indenture Trustee shall furnish or such Holder (the "Order"), (ii) an opinion of counsel satisfactory to the Insurer its records evidencing stating that the payments Order has been entered and is final and not subject to any stay, (iii) an assignment, in form and substance satisfactory to the Insurer, duly executed and delivered by such Holder and the Indenture Trustee, irrevocably assigning to the Insurer all rights and claims of principal the Indenture Trustee and such Holder relating to or arising under the Indenture or otherwise with respect to such Preference Amount, (iv) appropriate instruments in form satisfactory to the Insurer to effect the appointment of the Insurer as agent for such Holder in any legal proceeding related to such Preference Amount, and interest on Notes, if any, which have been made (v) a Notice appropriately completed and executed by the Trust Collateral Agent or Indenture Trustee in the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant form attached as Exhibit B to the terms of the Note Policy; provided, that (I) if such documents are received by the Insurer after 12:00 noon, New York City time, on such Business Day, they will be deemed to be received before 12:00 noon, New York City time, on the following Business Day and (II) the Insurer will make such not be obligated to pay any Preference Amount in respect of principal (other than the Class A Noteholders' Parity Deficit Amount) prior to the Final Scheduled Distribution Date for the relevant class of Class A Notes. Such payment on behalf of the Noteholder will be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order Order, and not to the Trust Collateral Agent, the Indenture Trustee or any Noteholder directly (the Holder directly, unless the Indenture Trustee or the relevant Holder has made a Noteholder has previously paid such payment of the Preference Amounts to the court or such receiver, conservator, debtor-in-possession or trustee in bankruptcybankruptcy named in the Order, in which case the Insurer will make such payment pay the Indenture Trustee, or as directed by the Indenture Trustee, to the Trustee for distribution extent of the payment of the Preference Amount, subject to such Noteholder upon proof the delivery of such payment reasonably (a) the items referred to in clauses (i), (ii), (iii), (iv) and (v) above to the Insurer and (b) evidence satisfactory to the Insurer)Insurer that payment has been made to such court or receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order; provided, further, that any Preference Amount that constitutes interest will be limited to the amount of interest on the outstanding principal amount of the Class A Notes (calculated at the Interest Rate for the relevant class of Class A Notes) accrued as of the last day of the applicable interest accrual period with respect to the Class A Notes and will not, in any event, include any interest on the Class A Notes accrued after such date or any interest on such interest amount; provided, further, that in no event will the Insurer be obligated to make any payment (i) in respect to any Preference Amount to the extent that such payment, when added to all prior payments of Policy Claim Amounts, would exceed the Maximum Insured Amount (as defined in the Note Policy) or (ii) prior to the time the Insurer would have been required to pay a Policy Claim Amount pursuant to Section 3 of the Policy. (b) The Trust Collateral Agent or the Indenture Trustee shall will promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law of any distribution made with respect to the Notes (a “"Note Preference Claim”)") of any payment made to a Holder that has been deemed a preferential transfer and recoverable, or theretofore recovered, from such Holder pursuant to Title 11 of United States Code in accordance with an Order. Each NoteholderHolder, by its purchase of Class A Notes, the Trustee and the Trust Collateral Agent Indenture Trustee hereby agree that so long as an no Insurer Default shall not have has occurred and be is continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, including (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall will be subrogated to, and each Noteholder, the Trustee Holder and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee trustee and each Noteholder Holder in the conduct of any proceeding with respect to a Note Preference Claim, including, without limitation, including all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Note Preference Claim.

Preference Claims Under Note Policy. (a) In the event that the Trustee has received a certified copy of a final, non-appealable an order of the appropriate court that any payment paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a court having competent jurisdiction, the Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent or the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trust Collateral Agent, the Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent or the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a “Note Preference Claim”) of any distribution made with respect to the Notes (a “Note Preference Claim”)Notes. Each Noteholder, by its purchase of Notes, the Trustee and the Trust Collateral Agent hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder, the Trustee and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee and each Noteholder in the conduct of any proceeding with respect to a Note 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 Note Preference Claim.

Preference Claims Under Note Policy. (a) In the event that the Indenture Trustee has received a certified copy of a final, non-appealable order of the appropriate court that any payment paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a an appropriate court having competent jurisdictionor other body exercising jurisdiction that any interest on or principal of the Class A Notes which has become due for payment under the Indenture, the nonpayment of which would have been covered by the Note Policy, and which was made to a Holder by or on behalf of the Issuer has been deemed a preferential transfer and recoverable, or theretofore recovered, from such Holder pursuant to an Insolvency Proceeding (as defined in the Note Policy) in accordance with an Order (as defined below) (such amount, a "Preference Amount"), the Indenture Trustee shall will so notify the Insurer, shall will comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shallwill, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s Holder's payment is so recoverable, such Noteholder Holder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and Insurer will pay any Preference Amount when due to be paid pursuant to an Order (as defined below), but in any event no earlier than the fifth Business Day following actual receipt by the Insurer of (i) a certified copy of a final, nonappealable order of a court or other body exercising jurisdiction to the effect that a Holder is required to return such Preference Amount paid during the term of the Note Policy because the payments of such amounts were avoided as a preferential transfer or otherwise rescinded or required to be restored by the Indenture Trustee shall furnish or such Holder (the "Order"), (ii) an opinion of counsel satisfactory to the Insurer its records evidencing that the payments Order has been entered and is final and not subject to any stay, (iii) an assignment, in form and substance satisfactory to the Insurer, duly executed and delivered by such Holder and the Indenture Trustee, irrevocably assigning to the Insurer all rights and claims of principal the Indenture Trustee and such Holder relating to or arising under the Indenture or otherwise with respect to such Preference Amount, (iv) appropriate instruments in form satisfactory to the Insurer to effect the appointment of the Insurer as agent for such Holder and interest on Notesthe Indenture Trustee in any legal proceeding related to such Preference Amount, if any, which have been made and (v) a Notice appropriately completed and executed by the Trust Collateral Agent or Indenture Trustee in the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant form attached as Exhibit B to the terms of the Note Policy; provided, that (I) if such documents are received by the Insurer after 12:00 noon, New York City time, on such Business Day, they will be deemed to be received on the following Business Day and (II) the Insurer will make such not be obligated to pay any Preference Amount in respect of principal prior to the Final Scheduled Payment Date for the relevant class of Class A Notes. Such payment on behalf of the Noteholder will be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order Order, and not to the Trust Collateral Agent, the Indenture Trustee or any Noteholder directly (the Holder directly, unless the Indenture Trustee or the relevant Holder has made a Noteholder has previously paid such payment of the Preference Amount to the court or such receiver, conservator, debtor-in-possession or trustee in bankruptcybankruptcy named in the Order, in which case the Insurer will make such payment pay the Indenture Trustee, or as directed by the Indenture Trustee, to the Trustee for distribution extent of the payment of the Preference Amount, subject to such Noteholder upon proof the delivery of such payment reasonably (a) the items referred to in clauses (i), (ii), (iii), (iv) and (v) above to the Insurer and (b) evidence satisfactory to the Insurer). (b) The Trust Collateral Agent Insurer that payment has been made to such court or receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Trustee shall promptly notify Order; provided, further, that any Preference Amount that constitutes interest will be limited to the Insurer amount of any proceeding or interest on the institution of any action (of which a Responsible Officer outstanding principal amount of the Trust Collateral Agent has actual knowledgeClass A Notes (calculated at the Interest Rate for the relevant class of Class A Notes) seeking accrued as of the avoidance as a preferential transfer under last day of the applicable bankruptcy, insolvency, receivership, rehabilitation or similar law of any distribution made interest accrual period with respect to the Class A Notes (a “Note Preference Claim”). Each Noteholderand will not, by its purchase of Notesin any event, include any interest on the Trustee and the Trust Collateral Agent hereby agree Class A Notes accrued after such date or any interest on such interest amount; provided, further, that so long as an Insurer Default shall not have occurred and be continuing, in no event will the Insurer may at be obligated to make any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, payment (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder, the Trustee and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee and each Noteholder in the conduct of any proceeding with respect to a Note Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued Preference Amount to the extent that such payment, when added to all prior payments of Policy Claim Amounts, would exceed the Maximum Insured Amount (as defined in connection with any such the Note Preference Claim.Policy) or

Preference Claims Under Note Policy. (a) In the event that the Trustee has received a certified copy of a final, non-appealable an order of the appropriate court that any payment Scheduled Payment (as defined in the Note Policy) paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a court having competent jurisdiction, the Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent or the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order Order (as defined in the Note Policy) and not to the Trust Collateral Agent, the Trustee Agent or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent or the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law of any distribution made with respect to the Notes (a “Note Preference Claim”). Each Noteholder, by its purchase of Notes, the Trustee and the Trust Collateral Agent hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder, the Trustee Noteholder and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee and each Noteholder in the conduct of any proceeding with respect to a Note 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 Note Preference Claim.

Preference Claims Under Note Policy. (a) In the event that the Trustee Trust Collateral Agent has received a certified copy of a final, non-appealable an order of the appropriate court that any payment Scheduled Payment (as defined in the Note Policy) paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a court having competent jurisdictionlaw, the Trustee Trust Collateral Agent shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent or the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order Order (as defined in the Note Policy) and not to the Trust Collateral Agent, the Trustee Agent or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee Trust Collateral Agent for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent or the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a “Note Preference Claim”) of any distribution made with respect to the Notes (a “Note Preference Claim”)Notes. Each Noteholder, by its purchase of Notes, the Trustee and the Trust Collateral Agent hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas supersedes as or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder, the Trustee Noteholder and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee trustee and each Noteholder in the conduct of any proceeding with respect to a Note 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 Note Preference Claim.

Preference Claims Under Note Policy. (a) In the event that the Trustee has received a certified copy of a final, non-appealable order of the appropriate court that any payment paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a court having competent jurisdiction, the Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s payment is so recoverable, such Noteholder Holder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent or the Trustee and subsequently recovered from NoteholdersHolders, and the dates on which such payments were mademade and the other items required to be delivered under the Note Policy. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder Holder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trust Collateral Agent, the Trustee or any Noteholder Holder directly (unless a Noteholder Holder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for distribution to such Noteholder Holder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent or the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law of any distribution made with respect to the Notes (a “Note Preference Claim”). Each Noteholder, by its purchase of Notes, the Trustee and the Trust Collateral Agent hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder, the Trustee and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee and each Noteholder Holder in the conduct of any proceeding with respect to a Note 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 Note Preference Claim. Notwithstanding the foregoing, in no event shall the Insurer be obligated to make any payment in respect of any Preference Amount (i) to the extent that such payment when added to all prior payments of Insured Payments (as defined in the Note Policy) would exceed the Maximum Insured Amount or (ii) prior to the time the Insurer would have been required to make an Insured Payment pursuant to the Note Policy.

Preference Claims Under Note Policy. (a) In the event that the Indenture Trustee has received a certified copy of a final, non-appealable order of the appropriate court that any payment paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a an appropriate court having competent jurisdictionor other body exercising jurisdiction that any interest on or principal of the Class A Notes which has become due for payment under the Indenture or this Agreement, the nonpayment of which would have been covered by the Note Policy, and which was made to a Holder by or on behalf of the Issuer has been deemed a preferential transfer and recoverable, or theretofore recovered, from such Holder pursuant to Title 11 of the United States Code in accordance with an Order (such amount, a “Preference Amount”), the Indenture Trustee shall will so notify the Insurer, shall will comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shallwill, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any NoteholderHolder’s payment is so recoverable, such Noteholder Holder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and Insurer will pay any Preference Amount when due to be paid pursuant to an Order (as defined below), but in any event no earlier than the fifth Business Day following actual receipt by the Insurer of (i) a certified copy of a final, nonappealable order of a court or other body exercising jurisdiction to the effect that a Holder is required to return such Preference Amount paid during the term of the Note Policy because the payments of such amounts were avoided as a preferential transfer or otherwise rescinded or required to be restored by the Indenture Trustee shall furnish or such Holder (the “Order”), (ii) an opinion of counsel satisfactory to the Insurer its records evidencing stating that the payments Order has been entered and is final and not subject to any stay, (iii) an assignment, in form and substance satisfactory to the Insurer, duly executed and delivered by such Holder and the Indenture Trustee, irrevocably assigning to the Insurer all rights and claims of principal the Indenture Trustee and such Holder relating to or arising under the Indenture or otherwise with respect to such Preference Amount, (iv) appropriate instruments in form satisfactory to the Insurer to effect the appointment of the Insurer as agent for such Holder in any legal proceeding related to such Preference Amount, and interest on Notes, if any, which have been made (v) a Notice appropriately completed and executed by the Trust Collateral Agent or Indenture Trustee in the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant form attached as Exhibit B to the terms of the Note Policy; provided, however, that (I) if such documents are received by the Insurer after 12:00 noon, New York City time, on such Business Day, they will be deemed to be received before 12:00 noon, New York City time, on the following Business Day and (II) the Insurer will make such not be obligated to pay any Preference Amount in respect of principal (other than the Class A Noteholders’ Parity Deficit Amount) prior to the Final Scheduled Distribution Date for the relevant class of Class A Notes. Such payment on behalf of the Noteholder will be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order Order, and not to the Trust Collateral Agent, the Indenture Trustee or any Noteholder directly (Holder directly, unless the Indenture Trustee or the relevant Holder has made a Noteholder has previously paid such payment of the Preference Amounts to the court or such receiver, conservator, debtor-in-possession or trustee in bankruptcybankruptcy named in the Order, in which case the Insurer will make such payment pay the Indenture Trustee, or as directed by the Indenture Trustee, to the Trustee for distribution extent of the payment of the Preference Amount, subject to such Noteholder upon proof the delivery of such payment reasonably (a) the items referred to in clauses (i), (ii), (iii), (iv) and (v) above to the Insurer and (b) evidence satisfactory to the Insurer)Insurer that payment has been made to such court or receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order; provided, further, that any Preference Amount that constitutes interest will be limited to the amount of interest on the outstanding principal amount of the Class A Notes (calculated at the Interest Rate for the relevant class of Class A Notes) accrued as of the last day of the applicable interest accrual period with respect to the Class A Notes and will not, in any event, include any interest on the Class A Notes accrued after such date or any interest on such interest amount; provided, further, that in no event will the Insurer be obligated to make any payment (i) in respect to any Preference Amount to the extent that such payment, when added to all prior payments of Policy Claim Amounts, would exceed the Maximum Insured Amount (as defined in the Note Policy) or (ii) prior to the time the Insurer would have been required to pay a Policy Claim Amount pursuant to Section 3 of the Policy. (b) The Trust Collateral Agent or the Indenture Trustee shall will promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law of any distribution made with respect to the Notes (a “Note Preference Claim”)) of any payment made to a Holder that has been deemed a preferential transfer and recoverable, or theretofore recovered, from such Holder pursuant to Title 11 of United States Code in accordance with an Order. Each NoteholderHolder, by its purchase of Class A Notes, the Trustee and the Trust Collateral Agent Indenture Trustee hereby agree agrees that so long as an no Insurer Default shall not have has occurred and be is continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, including (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall will be subrogated to, and each Noteholder, the Trustee Holder and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Noteholder Holder in the conduct of any proceeding with respect to a Note Preference Claim, including, without limitation, including all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Note Preference Claim.

Preference Claims Under Note Policy. (a) [In the event that the Trustee has received a certified copy of a final, non-appealable order of the appropriate court that any payment paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of an appropriate court or other body exercising jurisdiction that any interest on or principal of the Notes which has become due for payment under the Indenture or this Agreement, the nonpayment of which would have been covered by the Note Policy, and which was made to a court having competent jurisdictionHolder by or on behalf of the Issuer has been deemed a preferential transfer and recoverable, or theretofore recovered, from such Holder pursuant to Title 11 of the United States Code in accordance with an Order (such amount, a “Preference Amount”), the Trustee shall will so notify the Insurer, shall will comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shallwill, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any NoteholderHolder’s payment is so recoverable, such Noteholder Holder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and Insurer will pay any Preference Amount when due to be paid pursuant to an Order (as defined below), but in any event no earlier than the fifth Business Day following actual receipt by the Insurer of (i) a certified copy of a final, nonappealable order of a court or other body exercising jurisdiction to the effect that a Holder is required to return such Preference Amount paid during the term of the Note Policy because the payments of such amounts were avoided as a preferential transfer or otherwise rescinded or required to be restored by the Trustee shall furnish or such Holder (the “Order”), (ii) an opinion of counsel satisfactory to the Insurer its records evidencing that the payments Order has been entered and is final and not subject to any stay, (iii) an assignment, in form and substance satisfactory to the Insurer, duly executed and delivered by such Holder and the Trustee, irrevocably assigning to the Insurer all rights and claims of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent or the Trustee and subsequently recovered from Noteholderssuch Holder relating to or arising under the Indenture or otherwise with respect to such Preference Amount, (iv) appropriate instruments in form satisfactory to the Insurer to effect the appointment of the Insurer as agent for such Holder in any legal proceeding related to such Preference Amount, and (v) a Notice appropriately completed and executed by the dates on which such payments were made. Pursuant Trustee in the form attached as Exhibit B to the terms of the Note Policy; provided, that (I) if such documents are received by the Insurer after [12:00] noon, New York City time, on such Business Day, they will be deemed to be received before [12:00] noon, New York City time, on the following Business Day and (II) the Insurer will make such not be obligated to pay any Preference Amount in respect of principal (other than the Noteholders’ Remaining Parity Deficit Amount) prior to the Final Scheduled Distribution Date for the relevant class of Notes. Such payment on behalf of the Noteholder will be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order Order, and not to the Trust Collateral AgentTrustee or the Holder directly, unless the Trustee or any Noteholder directly (unless the relevant Holder has made a Noteholder has previously paid such payment of the Preference Amount to the court or such receiver, conservator, debtor-in-possession or trustee in bankruptcybankruptcy named in the Order, in which case the Insurer will make such payment pay the Trustee, or as directed by the Trustee, to the Trustee for distribution extent of the payment of the Preference Amount, subject to such Noteholder upon proof the delivery of such payment reasonably (a) the items referred to in clauses (i), (ii), (iii), (iv) and (v) above to the Insurer and (b) evidence satisfactory to the Insurer)Insurer that payment has been made to such court or receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order; provided, further, that any Preference Amount that constitutes interest will be limited to the amount of interest on the outstanding principal amount of the Notes (calculated at the Interest Rate for the relevant class of Notes) accrued as of the last day of the applicable interest accrual period with respect to the Notes and will not, in any event, include any interest on the Notes accrued after such date or any interest on such interest amount; provided, further, that in no event will the Insurer be obligated to make any payment (i) in respect to any Preference Amount to the extent that such payment, when added to all prior payments of Insured Amounts, would exceed the Maximum Insured Amount (as defined in the Note Policy) or (ii) prior to the time the Insurer would have been required to pay an Insured Amount pursuant to Section 3 of the Note Policy. (b) The Trust Collateral Agent or the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law of any distribution made with respect to the Notes (a “Note Preference Claim”). Each Noteholder, by its purchase of Notes, the Trustee and the Trust Collateral Agent hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder, the Trustee Noteholder and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee and each Noteholder in the conduct of any proceeding with respect to a Note 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 Note Preference Claim.]

Preference Claims Under Note Policy. (a) In the event that the Trustee Trust Collateral Agent has received a certified copy of a final, non-appealable an order of the appropriate court that any payment Scheduled Payment (as defined in the Note Policy) paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a court having competent jurisdictionlaw, the Trustee Trust Collateral Agent shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s 's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent or the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order Order (as defined in the Note Policy) and not to the Trust Collateral Agent, the Trustee Agent or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee Trust Collateral Agent for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent or the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "NOTE PREFERENCE CLAIM") of any distribution made with respect to the Notes (a “Note Preference Claim”)Notes. Each Noteholder, by its purchase of Notes, the Trustee and the Trust Collateral Agent hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas supersedes as or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder, the Trustee Noteholder and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee trustee and each Noteholder in the conduct of any proceeding with respect to a Note 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 Note Preference Claim.

Preference Claims Under Note Policy. (a) In the event that the Trustee has received a certified copy of a final, non-appealable an order of the appropriate court that any payment Scheduled Payment (as defined in the Note Policy) paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a court having competent jurisdiction, the Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s 's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent or the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order Order (as defined in the Note Policy) and not to the Trust Collateral Agent, the Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent or the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law of any distribution made with respect to the Notes (a “"Note Preference Claim”"). Each Noteholder, by its purchase of Notes, the Trustee and the Trust Collateral Agent hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder, the Trustee and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee and each Noteholder in the conduct of any proceeding with respect to a Note 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 Note Preference Claim.

Preference Claims Under Note Policy. (a) In the event that the Indenture Trustee has received a certified copy of a final, non-appealable order of the appropriate court that any payment paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a an appropriate court having competent jurisdictionor other body exercising jurisdiction that any interest on or principal of the Class A Notes which has become due for payment under the Indenture or this Agreement, the nonpayment of which would have been covered by the Note Policy, and which was made to a Holder by or on behalf of the Issuer has been deemed a preferential transfer and recoverable, or theretofore recovered, from such Holder pursuant to Title 11 of the United States Code in accordance with an Order (such amount, a "Preference Amount"), the Indenture Trustee shall will so notify the Insurer, shall will comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shallwill, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s Holder's payment is so recoverable, such Noteholder Holder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and Insurer will pay any Preference Amount when due to be paid pursuant to an Order (as defined below), but in any event no earlier than the fifth Business Day following actual receipt by the Insurer of (i) a certified copy of a final, nonappealable order of a court or other body exercising jurisdiction to the effect that a Holder is required to return such Preference Amount paid during the term of the Note Policy because the payments of such amounts were avoided as a preferential transfer or otherwise rescinded or required to be restored by the Indenture Trustee shall furnish or such Holder (the "Order"), (ii) an opinion of counsel satisfactory to the Insurer its records evidencing that the payments Order has been entered and is final and not subject to any stay, (iii) an assignment, in form and substance satisfactory to the Insurer, duly executed and delivered by such Holder and the Indenture Trustee, irrevocably assigning to the Insurer all rights and claims of principal the Indenture Trustee and such Holder relating to or arising under the Indenture or otherwise with respect to such Preference Amount, (iv) appropriate instruments in form satisfactory to the Insurer to effect the appointment of the Insurer as agent for such Holder in any legal proceeding related to such Preference Amount, and interest on Notes, if any, which have been made (v) a Notice appropriately completed and executed by the Trust Collateral Agent or Indenture Trustee in the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant form attached as Exhibit B to the terms of the Note Policy; provided, that (I) if such documents are received by the Insurer after 12:00 noon, New York City time, on such Business Day, they will be deemed to be received before 12:00 noon, New York City time, on the following Business Day and (II) the Insurer will make such not be obligated to pay any Preference Amount in respect of principal (other than the Class A Noteholders' Parity Deficit Amount) prior to the Final Scheduled Distribution Date for the relevant class of Class A Notes. Such payment on behalf of the Noteholder will be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order Order, and not to the Trust Collateral Agent, the Indenture Trustee or any Noteholder directly (the Holder directly, unless the Indenture Trustee or the relevant Holder has made a Noteholder has previously paid such payment of the Preference Amount to the court or such receiver, conservator, debtor-in-possession or trustee in bankruptcybankruptcy named in the Order, in which case the Insurer will make such payment pay the Indenture Trustee, or as directed by the Indenture Trustee, to the Trustee for distribution extent of the payment of the Preference Amount, subject to such Noteholder upon proof the delivery of such payment reasonably (a) the items referred to in clauses (i), (ii), (iii), (iv) and (v) above to the Insurer and (b) evidence satisfactory to the Insurer)Insurer that payment has been made to such court or receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order; provided, further, that any Preference Amount that constitutes interest will be limited to the amount of interest on the outstanding principal amount of the Class A Notes (calculated at the Interest Rate for the relevant class of Class A Notes) accrued as of the last day of the applicable interest accrual period with respect to the Class A Notes and will not, in any event, include any interest on the Class A Notes accrued after such date or any interest on such interest amount; provided, further, that in no event will the Insurer be obligated to make any payment (i) in respect to any Preference Amount to the extent that such payment, when added to all prior payments of Policy Claim Amounts, would exceed the Maximum Insured Amount (as defined in the Note Policy) or (ii) prior to the time the Insurer would have been required to pay a Policy Claim Amount pursuant to Section 3 of the Policy. (b) The Trust Collateral Agent or the Indenture Trustee shall will promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law of any distribution made with respect to the Notes (a “"Note Preference Claim”)") of any payment made to a Holder that has been deemed a preferential transfer and recoverable, or theretofore recovered, from such Holder pursuant to Title 11 of United States Code in accordance with an Order. Each NoteholderHolder, by its purchase of Class A Notes, the Trustee and the Trust Collateral Agent Indenture Trustee hereby agree that so long as an no Insurer Default shall not have has occurred and be is continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, including (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall will be subrogated to, and each Noteholder, the Trustee Holder and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee trustee and each Noteholder Holder in the conduct of any proceeding with respect to a Note Preference Claim, including, without limitation, including all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Note Preference Claim.

Preference Claims Under Note Policy. (a) In the event that the Trustee has received a certified copy of a final, non-appealable order of the appropriate court that any payment paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a court having competent jurisdiction, the Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent or the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were mademade and the other items required to be delivered under the Note Policy. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trust Collateral Agent, the Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent or the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law of any distribution made with respect to the Notes (a “Note Preference Claim”). Each Noteholder, by its purchase of Notes, the Trustee and the Trust Collateral Agent hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder, the Trustee and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee and each Noteholder in the conduct of any proceeding with respect to a Note 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 Note Preference Claim. Notwithstanding the foregoing, in no event shall the Insurer be obligated to make any payment in respect of any Preference Amount (i) to the extent that such payment when added to all prior payments of Insured Payments (as defined in the Note Policy) would exceed the Maximum Insured Amount or (ii) prior to the time the Insurer would have been required to make an Insured Payment pursuant to the Note Policy.

Preference Claims Under Note Policy. (a) In the event that the Trustee has received a certified copy of a final, non-appealable order of the appropriate court that any payment paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of an appropriate court or other body exercising jurisdiction that any interest on or principal of the Notes which has become due for payment under the Indenture or this Agreement, the nonpayment of which would have been covered by the Note Policy, and which was made to a court having competent jurisdictionHolder by or on behalf of the Issuer has been Back to Contents deemed a preferential transfer and recoverable, or theretofore recovered, from such Holder pursuant to Title 11 of the United States Code in accordance with an Order (such amount, a “Preference Amount”), the Trustee shall will so notify the Insurer, shall will comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shallwill, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any NoteholderHolder’s payment is so recoverable, such Noteholder Holder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and Insurer will pay any Preference Amount when due to be paid pursuant to an Order (as defined below), but in any event no earlier than the fifth Business Day following actual receipt by the Insurer of (i) a certified copy of a final, nonappealable order of a court or other body exercising jurisdiction to the effect that a Holder is required to return such Preference Amount paid during the term of the Note Policy because the payments of such amounts were avoided as a preferential transfer or otherwise rescinded or required to be restored by the Trustee shall furnish or such Holder (the “Order”), (ii) an opinion of counsel satisfactory to the Insurer its records evidencing that the payments Order has been entered and is final and not subject to any stay, (iii) an assignment, in form and substance satisfactory to the Insurer, duly executed and delivered by such Holder and the Trustee, irrevocably assigning to the Insurer all rights and claims of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent or the Trustee and subsequently recovered from Noteholderssuch Holder relating to or arising under the Indenture or otherwise with respect to such Preference Amount, (iv) appropriate instruments in form satisfactory to the Insurer to effect the appointment of the Insurer as agent for such Holder in any legal proceeding related to such Preference Amount, and (v) a Notice appropriately completed and executed by the dates on which such payments were made. Pursuant Trustee in the form attached as Exhibit B to the terms of the Note Policy; provided, that (I) if such documents are received by the Insurer after 12:00 noon, New York City time, on such Business Day, they will be deemed to be received before 12:00 noon, New York City time, on the following Business Day and (II) the Insurer will make such not be obligated to pay any Preference Amount in respect of principal (other than the Noteholders’ Remaining Parity Deficit Amount) prior to the Final Scheduled Distribution Date for the relevant class of Notes. Such payment on behalf of the Noteholder will be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order Order, and not to the Trust Collateral AgentTrustee or the Holder directly, unless the Trustee or any Noteholder directly (unless the relevant Holder has made a Noteholder has previously paid such payment of the Preference Amount to the court or such receiver, conservator, debtor-in-possession or trustee in bankruptcybankruptcy named in the Order, in which case the Insurer will make such payment pay the Trustee, or as directed by the Trustee, to the Trustee for distribution extent of the payment of the Preference Amount, subject to such Noteholder upon proof the delivery of such payment reasonably (a) the items referred to in clauses (i), (ii), (iii), (iv) and (v) above to the Insurer and (b) evidence satisfactory to the Insurer).Insurer that payment has been made to such court or receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order; provided, further, that any Preference Amount that constitutes interest will be limited to the amount of interest on the outstanding principal amount of the Notes (calculated at the Interest Rate for the relevant class of Notes) accrued as of the last day of the applicable interest accrual period with respect to the Notes and will not, in any event, include any interest on the Notes accrued after such date or any interest on such interest amount; provided, further, that in no event will the Insurer be obligated to make any payment (i) in respect to any Preference Amount to the extent that such payment, when added to all prior payments of Insured Amounts, would exceed the Maximum Insured Amount (as defined in the Note Policy) or (ii) prior to the time the Insurer would have been required to pay an Insured Amount pursuant to Section 3 of the Note Policy. Back to Contents (b) The Trust Collateral Agent or the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law of any distribution made with respect to the Notes (a “Note Preference Claim”). Each Noteholder, by its purchase of Notes, the Trustee and the Trust Collateral Agent hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder, the Trustee Noteholder and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee and each Noteholder in the conduct of any proceeding with respect to a Note 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 Note Preference Claim.

Preference Claims Under Note Policy. (a) In the event that the Trustee has received a certified copy of a final, non-appealable an order of the appropriate court that any payment Avoided Payment (as defined in the Note Policy) paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a court having competent jurisdiction, the Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s 's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent or the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trust Collateral Agent, the Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent or the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law of any distribution made with respect to the Notes (a “"Note Preference Claim”"). Each Noteholder, by its purchase of Notes, the Trustee and the Trust Collateral Agent hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder, the Trustee and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee and each Noteholder in the conduct of any proceeding with respect to a Note 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 Note Preference Claim.

Preference Claims Under Note Policy. (a) In the event that the Indenture Trustee has received a certified copy of a final, non-appealable order of the appropriate court that any payment paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a court having with competent jurisdictionjurisdiction to the effect that a Holder is required to return any Preference Amount paid during the term of the Note Policy because the payments of such amounts were avoided as a preferential transfer or otherwise rescinded or required to be restored by the Indenture Trustee or such Holder (the "Order"), the Indenture Trustee shall will so notify the Insurer, shall will comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shallwill, at the time it provides notice to the Insurer, notify Holders of by mail. Any Preference Amount due under the Notes by mail that, in the event that any Noteholder’s payment is so recoverable, such Noteholder Note Policy will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent or the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order Order, and not to the Trust Collateral Agent, the Indenture Trustee or any Noteholder directly (the Holder directly, unless the Indenture Trustee or the relevant Holder has made a Noteholder has previously paid such payment of the Preference Amount to the court or such receiver, conservator, debtor-in-possession or trustee in bankruptcybankruptcy named in the Order, in which case the Insurer will make such payment pay the Indenture Trustee, or as directed by the Indenture Trustee. Notwithstanding any provision of this Agreement, any payments made under the Note Policy will be subject to the Trustee for distribution to such Noteholder upon proof terms of such payment reasonably satisfactory to the Insurer)Note Policy. (b) The Trust Collateral Agent or the Indenture Trustee shall will promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law of any distribution made with respect to the Notes (a “"Note Preference Claim”)") of any payment made to a Holder that has been deemed a preferential transfer and recoverable, or theretofore recovered, from such Holder pursuant to Title 11 of United States Code in accordance with an Order. Each NoteholderHolder, by its purchase of Class A Notes, the Trustee and the Trust Collateral Agent Indenture Trustee hereby agree that so long as an no Insurer Default shall not have has occurred and be is continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, including (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall will be subrogated to, and each Noteholder, the Trustee Holder and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee trustee and each Noteholder Holder in the conduct of any proceeding with respect to a Note Preference Claim, including, without limitation, including all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Note Preference Claim.

Preference Claims Under Note Policy. (a) In the event that the Trustee has received a certified copy of a final, non-appealable an order of the appropriate court that any payment Insured Payment (as defined in the Note Policy) paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law pursuant to a final nonappealable order of a court having competent jurisdiction, the Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent and the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent or the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order Final Order (as defined in the Note Policy) and not to the Trust Collateral Agent, the Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent or the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law of any distribution made with respect to the Notes (a “Note Preference Claim”). Each Noteholder, by its purchase of Notes, the Trustee and the Trust Collateral Agent hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder, the Trustee and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee and each Noteholder in the conduct of any proceeding with respect to a Note 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 Note Preference Claim.