Common use of Preference Claims Clause in Contracts

Preference Claims. (a) In the event that the Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify the Insurer, shall comply with the provisions of the 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 Policy. The Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Noteholder and not to any Noteholder directly (unless a Noteholder has returned principal or interest on the Notes to such receiver or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d), the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trustee Trust Collateral Agent has received a certified copy of an order of the appropriate court that any amount previously distributed to Scheduled Payment (as defined in the Note Policy) paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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 Trustee Trust Collateral Agent shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Trustee Trust Collateral Agent 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trust Collateral Agent or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver 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 payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trustee Trust Collateral Agent shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trustee 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 payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee Trust Collateral Agent hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedes as or performance bond pending any such appealappeal 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 4.01(d6.1(c), the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to Note Interest Distributable Amount or Note Principal Distributable Amount paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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 Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as such term is defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The To the extent that a Responsible Officer of the Trustee has actual knowledge thereof, the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal 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 4.01(d5.18(c), the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.. In addition, for so long as the Insurer guarantees amounts owing under the RIC and has not defaulted in the making of any payment required to be made by it pursuant to such guaranty, the Insurer shall have the right to initiate and control a proceeding against the obligor under the RIC but only to the extent such proceeding relates to the amounts so guaranteed and no settlement of any other proceeding or claim that would adversely affect the Insurer's rights to recover such amounts shall be affected without the prior written consent of the Insurer. ARTICLE SIX

Preference Claims. (a) In the event that the Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to Note Interest Distributable Amount or Note Principal Distributable Amount paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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 Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as such term is defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The To the extent that a Responsible Officer of the Trustee has actual knowledge thereof, the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal 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 4.01(d5.18(c), the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. In addition, for so long as the Insurer guarantees amounts owing under the RIC and has not defaulted in the making of any payment required to be made by it pursuant to such guaranty, the Insurer shall have the right to initiate and control a proceeding against the obligor under the RIC but only to the extent such proceeding relates to the amounts so guaranteed and no settlement of any other proceeding or claim that would adversely affect the Insurer's rights to recover such amounts shall be affected without the prior written consent of the Insurer.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to Scheduled Payment (as defined in the Note Policy) paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify the Note Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note 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 Trustee shall furnish to the Note Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by 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 Note Insurer will make such payment on behalf of the Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Final Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trustee for payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer). (b) The Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee hereby agrees that so long as an Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d6.1(c), the Note Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to Noteholders' Interest Distributable Amount or Noteholders' Principal Distributable Amount paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the 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 Policy. The Indenture Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Policy) and not to the Indenture Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Indenture Trustee for payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Indenture Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal 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 4.01(d5.18(c), the Insurer shall be subrogated to, and each Noteholder and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trustee Trust Collateral Agent has received a certified copy of an order of the appropriate court that any amount previously distributed to Noteholders' Interest Distributable Amount or Noteholders' Principal Distributable Amount paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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 Trustee Trust Collateral Agent shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Trustee Trust Collateral Agent 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trust Collateral Agent or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver 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 payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trustee Trust Collateral Agent shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Trustee 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 payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee Trust Collateral Agent hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal 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 4.01(d6.1(c), the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an a final non-appealable order of the appropriate court of applicable jurisdiction that any amount previously distributed to Noteholders’ Interest Distributable Amount or Principal Distributable Amount paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment in the event of the insolvency of the Issuer, the Seller, the Servicer or Franklin Resources, Inc. under applicable bankruptcy lawthe United States Bankruptcy Code (11 U.S.C.), (a “Note Preference Amount”) the Trustee shall so notify the Security Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Security Insurer of such avoided payment, Note Preference Amount and shall, at the time it provides notice to the Security 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 Trustee shall furnish to the Security Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by 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 Security Insurer will make such payment on behalf of the Noteholder to the receiver or trustee in bankruptcy named in the final order of manner set forth in the court exercising jurisdiction on behalf of the Noteholder and not to any Noteholder directly (unless a Noteholder has returned principal or interest on the Notes to such receiver or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer)Note Policy. (b) The Trustee shall promptly notify the Security Insurer of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "“Preference Claim"”) of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee hereby agrees agree that so long as an Insurer Default shall not have occurred and be continuing, the Security Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal at the expense of the Security Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d5.18(c), the Security Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to Note Interest Distributable Amount or Note Principal Distributable Amount paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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 Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as such term is defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The To the extent that a Responsible Officer has actual knowledge thereof, the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal 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 4.01(d5.18(c), the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.. In addition, for so long as the Insurer guarantees amounts owing on the RIC and has not defaulted in the making of any payment required to be made by it pursuant to such guaranty, the Insurer shall have the right to initiate and control a proceeding against the obligor under the RIC but only to the extent such proceeding relates to the amounts so guaranteed and no settlement of any other proceeding or claim that would adversely affect the Insurer's rights to recover such amounts shall be affected without the prior written consent of the Insurer. ARTICLE SIX

Preference Claims. (a) In the event that the Trustee Trust ----------------- Collateral Agent has received a certified copy of an order of the appropriate court that any amount previously distributed to Noteholders' Interest Distributable Amount or Noteholders' Principal Distributable Amount paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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 Trustee Trust Collateral Agent shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Trustee Trust Collateral Agent 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trust Collateral Agent or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver 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 payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trustee Trust Collateral Agent shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trustee 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 payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee Trust Collateral Agent hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedes as or performance bond pending any such appealappeal 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 4.01(d6.1(c), the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an a final, non-appealable order of the appropriate court that any amount previously distributed to Scheduled Payment paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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, comply with the provisions of the Note Policy to obtain payment by 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 Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the Notes, if any, which have been made by 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment payment, in accordance with the instructions to be provided by the Insurer, to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) Each Notice of Claim shall provide that the Trustee, on its behalf and on behalf of the Noteholders, thereby appoints the Insurer as agent and attorney-in-fact for the Trustee and each Noteholder in any legal proceeding with respect to the Notes. The Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Notes. Each HolderHolder of Notes, by its purchase of Notes, and the Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal 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 4.01(d)5.18, the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trustee Trust Collateral Agent has received a certified copy of an order of the appropriate court that any amount previously distributed to a Noteholder Scheduled Payment (as defined in respect of any the Note Policy) has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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 Trustee Trust Collateral Agent shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Trustee Trust Collateral Agent 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trust Collateral Agent or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver 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 payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trustee Trust Collateral Agent shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Trustee 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 payment distribution made with respect to the Notes. Each HolderNoteholder, by its purchase of Notes, and the Trustee Trust Collateral Agent hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal 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 4.01(d6.1(c), the Insurer shall be subrogated to, and each Noteholder and the Trustee Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee Trust Collateral Agent and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (ai) In the event that the Trustee has received a certified copy of an a final, non-appealable order of the appropriate court that any amount previously distributed to Guaranteed Distributions paid on a Noteholder in respect of any Note Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify the Insurer, shall comply with the provisions of the Certificate Insurance Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders comply with the provisions of the Notes Certificate Insurance Policy to obtain payment by the Insurer, and notify Certificateholders by mail that, in the event that any NoteholderCertificateholder's payment is so recoverable, such Noteholder Certificateholder will be entitled to payment pursuant to the terms of the Certificate Insurance Policy. The Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the NotesCertificates, if any, which have been made by the Trustee and subsequently recovered from NoteholdersCertificateholders, and the dates on which such payments were made. Pursuant to the terms of the Certificate Insurance Policy, the Insurer will make such payment on behalf of the Noteholder Certificateholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Noteholder Final Order and not to the Trustee or any Noteholder Certificateholder directly (unless a Noteholder Certificateholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment to such Noteholder Certificateholder upon proof of such payment reasonably satisfactory to the Insurer). (bii) Each Notice of Claim shall provide that the Trustee, on its behalf and on behalf of the Certificateholders, thereby appoints the Insurer as agent and attorney-in-fact for the Trustee and each Certificateholder in any legal proceeding with respect to the Certificates. The Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Notes. Each HolderHolder of Certificates, by its purchase of NotesCertificates, and the Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i1) the direction of any appeal of any order relating to any Preference Claim and (ii2) the posting of any surety, supersedeas or performance bond pending any such appealappeal 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 4.01(d)5.08(a)(iii) hereof, the Insurer shall be subrogated to, and each Noteholder Certificateholder and the Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee and each Noteholder Certificateholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to Scheduled Payment (as defined in the Note Policy) paid on a Noteholder in respect of any Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify the Note Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trustee shall furnish to the Note Insurer its records evidencing the payments of principal of and interest on the Class A Notes, if any, which have been made by the Trustee and subsequently recovered from Class A Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Note Insurer will make such payment on behalf of the Class A Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trustee or any Class A Noteholder directly (unless a Class A Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trustee for payment distribution to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer). (b) The Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee hereby agrees agree that so long as an Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d6.1(c), the Note Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to payment on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the 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 Policy. The Indenture Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Final Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Policy) and not to the Indenture Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on the Notes to such receiver or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer)directly. (b) The Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Indenture Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedes or performance bond pending any such appealappeal 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 4.01(d)5.12, the Insurer shall be subrogated to, and each Noteholder and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to Scheduled Payment (as defined in the Note Policy) paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify the Note Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note 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 Trustee shall furnish to the Note Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by 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 Note Insurer will make such payment on behalf of the Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trustee for payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer). (b) The Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee hereby agrees that so long as an Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d6.1(c), the Note Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trustee Trust Collateral Agent has received a certified copy of an order of the appropriate court that any amount previously distributed to Noteholders' Interest Distributable Amount or Noteholders' Principal Distributable Amount paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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 Trustee Trust Collateral Agent shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Trustee Trust Collateral Agent 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trust Collateral Agent or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver 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 payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trustee Trust Collateral Agent shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trustee 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 payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee Trust Collateral Agent hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedes as or performance bond pending any such appealappeal 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 4.01(d6.1(c), the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to payment on a Noteholder in respect of any Note Security has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify the Insurer, shall comply with the provisions of the 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 related Securities and Xxxxxxx Mac by mail that, in the event that any NoteholderSecurityholder's payment is so recoverable, such Noteholder Securityholder will be entitled to payment pursuant to the terms of the Policy. The Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the NotesSecurities, if any, which have been made by the Trustee and subsequently recovered from NoteholdersSecurityholders, and the dates on which such payments were made. Pursuant to the terms of the Policy, the Insurer will make such payment on behalf of the Noteholder related Securityholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Final Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Policy) and not to any Noteholder directly (unless a Noteholder has returned principal or interest on the Notes to such receiver or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer)or any Securityholder directly. (b) The Trustee shall promptly notify the Insurer and Xxxxxxx Mac of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the NotesSecurities. Each Holder, by its purchase of NotesSecurities, and the Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedes or performance bond pending any such appealappeal 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 4.01(d)5.12, the Insurer shall be subrogated to, and each Noteholder Securityholder and the Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee and each Noteholder Securityholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. All actions taken under this Section 5.13(b) by the Trustee shall be taken in accordance with the terms of the Policy.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to Note Interest Distributable Amount or Note Principal Distributable Amount paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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 Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as such term is defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The To the extent that a Responsible Officer has actual knowledge thereof, the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal 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 4.01(d5.18(c), the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.Trustee

Preference Claims. (a) In the event that the Owner Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to Certificateholders' Distributable Amount paid on a Noteholder in respect of any Note Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Owner Trustee shall so notify the Security Insurer, shall comply with the provisions of the Certificate Policy to obtain payment by the Security Insurer of such avoided payment, and shall, at the time it provides notice to the Security Insurer, notify Holders of the Notes Certificates by mail that, in the event that any NoteholderCertificateholder's payment is so recoverable, such Noteholder Certificateholder will be entitled to payment pursuant to the terms of the Certificate Policy. The Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Certificate Policy, the Security Insurer will make such payment on behalf of the Noteholder Certificateholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Certificate Policy) and not to the Owner Trustee or any Noteholder Certificateholder directly (unless a Noteholder Certificateholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Security Insurer will make such payment to the Owner Trustee for payment distribution to such Noteholder Certificateholder upon proof of such payment reasonably satisfactory to the Security Insurer). (b) The Owner Trustee shall promptly notify the Security Insurer of any proceeding or the institution of any action (of which the Owner Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the NotesCertificates. Each Holder, by its purchase of NotesCertificates, and the Owner Trustee hereby agrees agree that so long as an Insurer Default shall not have occurred and be continuing, the Security Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal at the expense of the Security Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d5.3(c), the Security Insurer shall be subrogated to, and each Noteholder Certificateholder and the Owner Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Owner Trustee and each Noteholder Certificateholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trustee Administrative Agent has received a certified copy of an order of the appropriate court that any amount previously distributed to payment on a Noteholder in respect of any Note Purchased Receivable has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee Administrative Agent shall so notify the InsurerFSA, shall comply with the provisions of the Policy to obtain payment by the Insurer FSA of such avoided payment, and shall, at the time it provides notice to the InsurerFSA, notify Holders of the Notes Purchaser by mail that, in the event that any Noteholder's such payment is so recoverable, such Noteholder the Purchaser will be entitled to payment pursuant to the terms of the Policy. The Trustee Administrative Agent shall furnish to the Insurer FSA its records evidencing the payments of principal of and interest on the NotesPurchased Receivables, if any, which have been made by are subject to such recovery from the Trustee and subsequently recovered from NoteholdersPurchaser, and the dates on which such payments were made. Pursuant to the terms of the Policy, the Insurer FSA will make such payment on behalf of the Noteholder Purchaser to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Policy) and not to any Noteholder the Administrative Agent or the Purchaser directly (unless a Noteholder the Purchaser has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer FSA will make such payment to the Trustee Administrative Agent for payment distribution to such Noteholder the Purchaser upon proof of such payment by the Purchaser reasonably satisfactory to the InsurerFSA). (b) The Trustee Administrative Agent shall promptly notify the Insurer FSA of any proceeding or the institution of any action (of which the Trustee Administrative 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 payment made with respect to the NotesPurchased Receivables. Each Holder, by its purchase of Notes, The Purchaser and the Trustee Administrative Agent hereby agrees agree that so long as an Insurer FSA Default shall not have occurred and be continuing, the Insurer FSA may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In additionappeal at the expense of FSA, and without limitation of the foregoing, but subject to reimbursement as set forth in Section 4.01(d), the Insurer shall be subrogated to, and each Noteholder and the Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee and each Noteholder provided in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference ClaimInsurance Agreement.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to Scheduled Payment (as defined in the Note Policy) paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify the Note Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note 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 Trustee shall furnish to the Note Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by 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 Note Insurer will make such payment on behalf of the Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trustee for payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer). (b) The Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee hereby agrees agree that so long as an Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d6.1(c), the Note Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to Note Interest Distributable Amount or Note Principal Distributable Amount paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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 Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as such term is defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The To the extent that a Responsible Officer of the Trustee has actual knowledge thereof, the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal 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 4.01(d5.18(c), the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.. In addition, for so long as the Insurer guarantees amounts owing under the RIC and has not defaulted in the making

Preference Claims. (a) In the event that the Trustee has received a certified copy of an a final, non-appealable order of the appropriate court that any amount previously distributed to Scheduled Payment (as such term is defined in the Note Policy) paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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, comply with the provisions of the Note Policy to obtain payment by the Insurer and 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 Upon written request, the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Final Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) Each Notice of Claim shall provide that the Trustee, on its behalf and on behalf of the Noteholders, thereby appoints the Insurer as agent and attorney-in-fact for the Trustee and each Noteholder in any legal proceeding with respect to the Notes. The Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which an Authorized Officer of the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the ---------------- Notes. Each HolderHolder of Notes, by its purchase of Notes, and the Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal 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 4.01(d6.1(c), the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to payment on a Noteholder in respect of any Note covered by the Policy has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Note Insurer, shall comply with the provisions of the Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, notify Holders of the Notes Noteholders 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 Policy. The Indenture Trustee shall furnish to the Note Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Policy, the Note Insurer will make such payment on behalf of the Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Final Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Policy) and not to the Indenture Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on the Notes to such receiver or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer)directly. (b) The Indenture Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each HolderNoteholder, by its purchase of Notes, and the Indenture Trustee hereby agrees agree that so long as an Note Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedes or performance bond pending any such appealappeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d)5.17, the Note Insurer shall be subrogated to, and each Noteholder and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.,

Preference Claims. (a) In the event that the Trustee Trust Collateral Agent has received a certified copy of an order of the appropriate court that any amount previously distributed to Scheduled Payment (as defined in the Note Policy) paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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 Trustee Trust Collateral Agent shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Trustee Trust Collateral Agent 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 receiver, conservator, debtor-in- possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trust Collateral Agent or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver 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 payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trustee Trust Collateral Agent shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trustee 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 payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee Trust Collateral Agent hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedes as or performance bond pending any such appealappeal 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 4.01(d6.1(c), the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to payment of principal and interest on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the 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 Policy. The Indenture Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from Noteholders, Noteholders and the dates on which such payments were made. Pursuant to the terms of the Policy, the Insurer will make such payment on behalf of the related Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Noteholder Noteholders and not to the Indenture Trustee, any Noteholder directly (unless a such Noteholder has returned principal or interest paid on the Notes to such receiver or trustee in bankruptcy, in which case the Insurer will shall make such payment to the Indenture Trustee for payment to such Noteholder upon proof in accordance with the terms of such payment reasonably satisfactory to the InsurerPolicy). (b) The Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Indenture Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedes or performance bond pending any such appealappeal 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 4.01(d)5.12, the Insurer shall be subrogated to, and each Noteholder and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. All actions taken under this Section 5.13(b) by the Indenture Trustee shall be taken in accordance with the terms of the Policy.

Preference Claims. (a) In the event that the Trustee Trust Collateral Agent has received a certified copy of an order of the appropriate court that any amount previously distributed to Scheduled Payment (as defined in the Note Policy) paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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 Trustee Trust Collateral Agent shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Trustee Trust Collateral Agent 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trust Collateral Agent or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver 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 payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trustee Trust Collateral Agent shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trustee Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference ClaimNOTE PREFERENCE CLAIM") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee Trust Collateral Agent hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedes as or performance bond pending any such appealappeal 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 4.01(d6.1(c), the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an a final, non-appealable order of the appropriate court that any amount previously distributed to Scheduled Payment (as such term is defined in the Note Policy) paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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, comply with the provisions of the Note Policy to obtain payment by 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 Upon written request, the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Final Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) Each Notice of Claim shall provide that the Trustee, on its behalf and on behalf of the Noteholders, thereby appoints the Insurer as agent and attorney-in-fact for the Trustee and each Noteholder in any legal proceeding with respect to the Notes. The Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which an Authorized Officer of the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the ---------- ----- Notes. Each HolderHolder of Notes, by its purchase of Notes, and the Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal 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 4.01(d6.1(c), the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to a Noteholder Note Owner (as defined in the Indenture) in respect of any a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy lawlaw pursuant to a final nonappealable order of a court having competent jurisdiction, the Trustee shall so notify the Note Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note 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 Trustee shall furnish to the Note Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by 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 Note Insurer will make such payment on behalf of the Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Noteholder and not to the Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trustee for payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer). (b) The Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee hereby agrees that so long as an Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d6.1(c), the Note Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trustee Trust Collateral Agent has received a certified copy of an order of the appropriate court that any amount previously distributed to a Noteholder Scheduled Payment (as defined in respect of any the Note Policy) has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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 Trustee Trust Collateral Agent shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Trustee Trust Collateral Agent 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trust Collateral Agent or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver 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 payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trustee Trust Collateral Agent shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Trustee 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 payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee Trust Collateral Agent hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition, and without limitation appeal at the expense of the foregoingInsurer, but subject to reimbursement as set forth in Section 4.01(d), the Insurer shall be subrogated to, and each Noteholder and the Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee and each Noteholder provided in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.Insurance

Preference Claims. (a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to Class A Interest Payment Amount or Class A Principal Payment Amount paid on a Noteholder in respect of any Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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 Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Indenture Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the Class A Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from the Class A 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 Class A Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Indenture Trustee or any Class A Noteholder directly (unless a Class A Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Indenture Trustee for payment distribution to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Indenture Trustee has actual knowledge) ), seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each HolderHolder of Class A Notes, by its purchase of the Class A Notes, and the Indenture Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedes or performance bond pending any such appealappeal 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 4.01(d)5.17, the Insurer shall be subrogated to, and each Class A Noteholder and the Indenture Trustee hereby delegate and an assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Class A Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to Interest Payment Amount or Principal Payment Amount paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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 payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Indenture Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Indenture 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Indenture Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Indenture Trustee for payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Indenture Trustee has actual knowledge) ), seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d), the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.Indenture

Preference Claims. (a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to Insured Payment (as defined in the Policy) paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the 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 Policy. The Indenture Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Noteholder and not to any Noteholder directly (unless a Noteholder has returned principal or interest on the Notes to such receiver or trustee in bankruptcy, in which case the Insurer will make such payment to the Indenture Trustee for payment to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Notes. Each Holder, by its purchase of Notes, and the Indenture Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d5.01(d), the Insurer shall be subrogated to, and each Noteholder and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to payment of principal and interest on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the 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 Policy. The Indenture Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from Noteholders, Noteholders and the dates on which such payments were made. Pursuant to the terms of the Policy, the Insurer will make such payment on behalf of the related Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Noteholder Noteholders and not to the Indenture Trustee, any Noteholder directly (unless a such Noteholder has returned principal or interest paid on the Notes to such receiver or trustee in bankruptcy, in which case the Insurer will shall make such payment to the Indenture Trustee for payment to such Noteholder upon proof in accordance with the terms of such payment reasonably satisfactory to the InsurerPolicy). (b) The Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "“Preference Claim"”) of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Indenture Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedes or performance bond pending any such appealappeal 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 4.01(d)5.12, the Insurer shall be subrogated to, and each Noteholder and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. All actions taken under this Section 5.13(b) by the Indenture Trustee shall be taken in accordance with the terms of the Policy.

Preference Claims. (a) In the event that the Trustee Trust Collateral Agent has received a certified copy of an order of the appropriate court that any amount previously distributed to Noteholders' Interest Distributable Amount or Noteholders' Principal Distributable Amount paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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 Trustee Trust Collateral Agent shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Trustee Trust Collateral Agent 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trust Collateral Agent or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver 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 payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trustee Trust Collateral Agent shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Trustee 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 payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee Trust Collateral Agent hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition, and without limitation appeal at the expense of the foregoingInsurer, but subject to reimbursement as set forth in Section 4.01(d), the Insurer shall be subrogated to, and each Noteholder and the Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee and each Noteholder provided in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference ClaimInsurance Agreement.

Preference Claims. (a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to Interest Payment Amount or Principal Payment Amount paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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 payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Indenture Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Indenture 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Indenture Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Indenture Trustee for payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Indenture Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedesas or performance bond pending any such appealappeal 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 4.01(dSECTION 6.1(c), the Insurer shall be subrogated to, and each Noteholder and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture 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. (a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to payment of principal and interest on a Noteholder in respect of any Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the 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 Class A 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 Policy. The Indenture Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the Class A Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from Noteholders, Noteholders and the dates on which such payments were made. Pursuant to the terms of the Policy, the Insurer will make such payment on behalf of the related Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Noteholder Noteholders and not to the Indenture Trustee or any Noteholder directly (unless a such Noteholder has returned principal or interest paid on the Class A Notes to such receiver or trustee in bankruptcy, in which case the Insurer will shall make such payment to the Indenture Trustee for payment to such Noteholder upon proof in accordance with the terms of such payment reasonably satisfactory to the InsurerPolicy). (b) The Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "“Preference Claim"”) of any payment distribution made with respect to the Class A Notes. Each HolderHolder of Class A Notes, by its purchase of Class A Notes, and the Indenture Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedes or performance bond pending any such appealappeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance and Indemnity Agreement. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d)5.12, the Insurer shall be subrogated to, and each Noteholder Holder of Class A Notes and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Noteholder Holder of Class A Notes in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. All actions taken under this Section 5.13(b) by the Indenture Trustee shall be taken in accordance with the terms of the Policy.

Preference Claims. (a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to payment of principal and interest on a Noteholder in respect of any Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the 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 Class A 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 Policy. The Indenture Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the Class A Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from Noteholders, Noteholders and the dates on which such payments were made. Pursuant to the terms of the Policy, the Insurer will make such payment on behalf of the related Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Noteholder Noteholders and not to the Indenture Trustee or any Noteholder directly (unless a such Noteholder has returned principal or interest paid on the Class A Notes to such receiver or trustee in bankruptcy, in which case the Insurer will shall make such payment to the Indenture Trustee for payment to such Noteholder upon proof in accordance with the terms of such payment reasonably satisfactory to the InsurerPolicy). (b) The Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Class A Notes. Each HolderHolder of Class A Notes, by its purchase of Class A Notes, and the Indenture Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedes or performance bond pending any such appealappeal 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 4.01(d)5.12, the Insurer shall be subrogated to, and each Noteholder Holder of Class A Notes and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Noteholder Holder of Class A Notes in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.. All actions taken under this

Preference Claims. (a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to payment of principal and interest on a Noteholder in respect of any Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the 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 Class A 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 Policy. The Indenture Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the Class A Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from Noteholders, Noteholders and the dates on which such payments were made. Pursuant to the terms of the Policy, the Insurer will make such payment on behalf of the related Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Noteholder Noteholders and not to the Indenture Trustee or any Noteholder directly (unless a such Noteholder has returned principal or interest paid on the Class A Notes to such receiver or trustee in bankruptcy, in which case the Insurer will shall make such payment to the Indenture Trustee for payment to such Noteholder upon proof in accordance with the terms of such payment reasonably satisfactory to the InsurerPolicy). (b) The Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Class A Notes. Each HolderHolder of Class A Notes, by its purchase of Class A Notes, and the Indenture Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedes or performance bond pending any such appealappeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance and Indemnity Agreement. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d)5.12, the Insurer shall be subrogated to, and each Noteholder Holder of Class A Notes and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Noteholder Holder of Class A Notes in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. All actions taken under this Section 5.13(b) by the Indenture Trustee shall be taken in accordance with the terms of the Policy.

Preference Claims. (a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to payment on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the 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 related 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 Policy. The Indenture Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Policy, the Insurer will make such payment on behalf of the related Noteholder to the receiver receiver, conservator, debtor-in- possession or trustee in bankruptcy named in the final order of Final Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Policy) and not to the Indenture Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on the Notes to such receiver or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer)directly. (b) The Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Indenture Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedes or performance bond pending any such appealappeal 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 4.01(d)5.12, the Insurer shall be subrogated to, and each Noteholder and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. All actions taken under this Section 5.13(b) by the Indenture Trustee shall be taken in accordance with the terms of the Policy.

Preference Claims. (a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to payment of principal and interest on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the InsurerCredit Enhancer, shall comply with the provisions of the Policy Credit Enhancement Instrument to obtain payment by the Insurer Credit Enhancer of such avoided payment, and shall, at the time it provides notice to the InsurerCredit Enhancer, 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 PolicyCredit Enhancement Instrument. The Indenture Trustee shall furnish to the Insurer Credit Enhancer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from Noteholders, Noteholders and the dates on which such payments were made. Pursuant to the terms of the PolicyCredit Enhancement Instrument, the Insurer Credit Enhancer will make such payment on behalf of the related Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Noteholder Noteholders and not to the Indenture Trustee, any Noteholder directly (unless a such Noteholder has returned principal or interest paid on the Notes to such receiver or trustee in bankruptcy, in which case the Insurer will Credit Enhancer shall make such payment to the Indenture Trustee for payment to such Noteholder upon proof in accordance with the terms of such payment reasonably satisfactory to the InsurerCredit Enhancement Instrument). (b) The Indenture Trustee shall promptly notify the Insurer Credit Enhancer of any proceeding or the institution of any action (of which the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Indenture Trustee hereby agrees agree that so long as an Insurer Default shall the Credit Enhancer is not have occurred and be continuingin default, the Insurer Credit Enhancer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedes or performance bond pending any such appealappeal at the expense of the Credit Enhancer, but subject to reimbursement as provided in the Insurance and Indemnity Agreement. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d)3.31, the Insurer Credit Enhancer shall be subrogated to, and each Noteholder and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. All actions taken under this Section 3.33 by the Indenture Trustee shall be taken in accordance with the terms of the Credit Enhancement Instrument.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to Note Interest Distributable Amount or Note Principal Distributable Amount paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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 Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as such term is defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The To the extent that a Responsible Officer has actual knowledge thereof, the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal 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 4.01(d5.18(c), the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.. In addition, for so long as the Insurer guarantees Scheduled Payments and has not defaulted in the making of any payment required to be made by it pursuant to such guaranty, the Insurer shall have the right to initiate and control a proceeding against the obligor under the RIC but only to the extent such

Preference Claims. (a) In the event that the Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to a Noteholder Scheduled Payment (as defined in respect of any the Note Policy) paid on the Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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 Noteholder by mail that, in the event that any the Noteholder's payment is so recoverable, such the Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the NotesNote, if any, which have been made by the Trustee and subsequently recovered from Noteholdersthe Noteholder, 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 or trustee in bankruptcy named in the final order of the court exercising jurisdiction Trustee on behalf of the Noteholder and not to any Noteholder directly (unless a Noteholder has returned principal or interest on applicable "Owner" as defined in the Notes to such receiver or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer)Note Policy. (b) The Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference ClaimPREFERENCE CLAIM") of any payment distribution made with respect to the NotesNote. Each The Holder, by its purchase of Notesthe Note, and the Trustee hereby agrees that so long as an Insurer Default shall not have occurred and be continuingit is the Controlling Party, the Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal 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 4.01(dSECTION 6.1(c), the Insurer shall be subrogated to, and each the Noteholder and the Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee and each the Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to payment of principal and interest on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the InsurerInsurers, shall comply with the provisions of the each Policy to obtain payment by the Insurer Insurers of such avoided paymentpayments, and shall, at the time it provides notice to the InsurerInsurers, notify Holders of the related Class of 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 applicable Policy. The Indenture Trustee shall furnish to each Insurer at its written request, the Insurer requested records it holds in its records possession evidencing the payments of principal of and interest on the related Class of Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from Noteholders, Noteholders and the dates on which such payments were made. Pursuant to the terms of the PolicyPolicies, the related Insurer will make such payment payments on behalf of the related Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Noteholder Noteholders and not to the Indenture Trustee or any Noteholder directly (unless a such Noteholder has returned principal or interest paid on the Notes to such receiver or trustee in bankruptcy, in which case the applicable Insurer will shall make such payment to the Indenture Trustee for payment to such Noteholder upon proof in accordance with the terms of such payment reasonably satisfactory to the Insurerits respective Policy). (b) The Indenture Trustee shall promptly notify the Insurer Insurers of any proceeding or the institution of any action (of which a Responsible Officer of the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "“Preference Claim"”) of any payment distribution made with respect to the Notes. Each HolderHolder of Notes, by its purchase of Notes, and the Indenture Trustee hereby agrees agree that so long as an Insurer Default shall not have occurred and be continuing, the Controlling Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal at the expense of the Insurers, but subject to reimbursement as provided in the related Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d)5.17, the Insurer Insurers shall be subrogated to, and each Noteholder Holder of the related Class of Notes and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee (with respect to the Notes) and each Noteholder Holder of the related Class of Notes in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. All actions taken under this Section 5.18(b) by the Indenture Trustee shall be taken in accordance with the terms of the applicable Policy.

Preference Claims. (a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to payment of principal and interest on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy lawlaw 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 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 Policy. The Indenture Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from Noteholders, Noteholders and the dates on which such payments were made. Pursuant to the terms of the Policy, the Insurer will make such payment on behalf of the related Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Noteholder Noteholders and not to the Indenture Trustee or any Noteholder directly (unless a such Noteholder has returned principal or interest paid on the Notes to such receiver or trustee in bankruptcy, in which case the Insurer will shall make such payment to the Indenture Trustee for payment to such Noteholder upon proof in accordance with the terms of such payment reasonably satisfactory to the InsurerPolicy). (b) The Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "“Preference Claim"”) of any payment distribution made with respect to the Notes. Each HolderHolder of Notes, by its purchase of Notes, and the Indenture Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance and Indemnity Agreement. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d)5.12, the Insurer shall be subrogated to, and each Noteholder Holder of Notes and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Noteholder Holder of Notes in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. All actions taken under this Section 5.13(b) by the Indenture Trustee shall be taken in accordance with the terms of the Policy.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to Scheduled Payment (as defined in the Note Policy) paid on a Noteholder in respect of any Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify the Note Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trustee shall furnish to the Note Insurer its records evidencing the payments of principal of and interest on the Class A Notes, if any, which have been made by the Trustee and subsequently recovered from Class A Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Note Insurer will make such payment on behalf of the the Class A Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trustee or any Class A Noteholder directly (unless a Class A Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trustee for payment distribution to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer). (b) The Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee hereby agrees agree that so long as an Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d6.1(c), the Note Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to Interest Payment Amount or Principal Payment Amount paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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 payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Indenture Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Indenture 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Indenture Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Indenture Trustee for payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Indenture Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedesas or performance bond pending any such appealappeal 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 4.01(d6.1(c), the Insurer shall be subrogated to, and each Noteholder and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture 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. (a) In the event that the Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to Note Interest Distributable Amount or Note Principal Distributable Amount paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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 Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as such term is defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The To the extent that a Responsible Officer of the Trustee has actual knowledge thereof, the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal 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 4.01(d5.18(c), the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. In addition, for so long as the Insurer guarantees amounts owing under the RIC and has not defaulted in the making of any payment required to be made by it pursuant to such guaranty, the Insurer shall have the right to initiate and control a proceeding against the obligor under the 42 49 RIC but only to the extent such proceeding relates to the amounts so guaranteed and no settlement of any other proceeding or claim that would adversely affect the Insurer's rights to recover such amounts shall be affected without the prior written consent of the Insurer.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an a final, non-appealable order of the appropriate court that any amount previously distributed to Scheduled Payment paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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, comply with the provisions of the Note Policy to obtain payment by 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 Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the 41 Indenture Notes, if any, which have been made by 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment payment, in accordance with the instructions to be provided by the Insurer, to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) Each Notice of Claim shall provide that the Trustee, on its behalf and on behalf of the Noteholders, thereby appoints the Insurer as agent and attorney-in-fact for the Trustee and each Noteholder in any legal proceeding with respect to the Notes. The Trustee shall promptly notify the Insurer of any proceeding Proceeding or the institution of any action (of which a Responsible Officer of the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Notes. Each HolderNoteholder, by its purchase of Notes, and the Trustee hereby agrees 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 Proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal 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 4.01(d)5.18, the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding Proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an a final, non-appealable order of the appropriate court that any amount previously distributed to Scheduled Payment (as such term is defined in the Note Policy) paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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, comply with the provisions of the Note Policy to obtain payment by 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 Upon written request, the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Final Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) Each Notice of Claim shall provide that the Trustee, on its behalf and on behalf of the Noteholders, thereby appoints the Insurer as agent and attorney-in-fact for the Trustee and each Noteholder in any legal proceeding with respect to the Notes. The Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which an Authorized Officer of the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the ---------------- Notes. Each HolderHolder of Notes, by its purchase of Notes, and the Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal 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 4.01(d6.1(c), the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trustee Trust Collateral Agent has received a certified copy of an order of the appropriate court that any amount previously distributed to a Noteholder Scheduled Payment (as defined in respect of any the Class A Note Policy) has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee Trust Collateral Agent shall so notify the Insurer, shall comply with the provisions of the Class A 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 Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Class A Note Policy. The Trustee Trust Collateral Agent shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Class A Notes, if any, which have been made by the Trustee Trust Collateral Agent and subsequently recovered from the Class A Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Class A Note Policy, the Insurer will make such payment on behalf of the Class A Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Class A Note Policy) and not to the Trust Collateral Agent or any Noteholder directly (unless a Class A Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver 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 payment distribution to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trustee Trust Collateral Agent shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Trustee Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Class A Note Preference Claim") of any payment distribution made with respect to the Class A Notes. Each HolderClass A Noteholder, by its purchase of Class A Notes, and the Trustee Trust Collateral Agent hereby agrees 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 Class A Note Preference Claim direct all matters relating to such Class A Note Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Class A Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal 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 4.01(d6.1(c), the Insurer shall be subrogated to, and each Class A Noteholder and the Trustee Trust Collateral Agent hereby delegate delegates and assignassigns, to the fullest extent permitted by law, the rights of the Trustee Trust Collateral Agent and each Class A Noteholder in the conduct of any proceeding with respect to a Class 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 Class A Note Preference Claim.

Preference Claims. (a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to Insured Amount on a Noteholder in respect of any Note Bond has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the 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 Bonds by mail that, in the event that any NoteholderBondholder's payment is so recoverable, such Noteholder Bondholder will be entitled to payment pursuant to the terms of the Policy. The Indenture Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the NotesBonds, if any, which have been made by the Indenture Trustee and subsequently recovered from Noteholders, Bondholders and the dates on which such payments were made. Pursuant to the terms of the Policy, the Insurer will make such payment on behalf of the Noteholder related Bondholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Noteholder Bondholders and not to the Indenture Trustee, any Noteholder Bondholder directly (unless a Noteholder such Bondholder has returned principal or interest paid on the Notes Bonds to such receiver or trustee in bankruptcy, in which case the Insurer will shall make such payment to the Indenture Trustee for payment to such Noteholder upon proof Bondholder in accordance with the terms of such payment reasonably satisfactory to the InsurerPolicy). (b) The Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the NotesBonds. Each Holder, by its purchase of NotesBonds, and the Indenture Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedes or performance bond pending any such appealappeal 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 4.01(d)5.12, the Insurer shall be subrogated to, and each Noteholder Bondholder and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Noteholder Bondholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. All actions taken under this Section 5.13(b) by the Indenture Trustee shall be taken in accordance with the terms of the Policy.

Preference Claims. (a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to payment of principal and interest on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy lawlaw 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 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 Policy. The Indenture Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from Noteholders, Noteholders and the dates on which such payments were made. Pursuant to the terms of the Policy, the Insurer will make such payment on behalf of the related Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Noteholder Noteholders and not to the Indenture Trustee or any Noteholder directly (unless a such Noteholder has returned principal or interest paid on the Notes to such receiver or trustee in bankruptcy, in which case the Insurer will shall make such payment to the Indenture Trustee for payment to such Noteholder upon proof in accordance with the terms of such payment reasonably satisfactory to the InsurerPolicy). (b) The Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "“Preference Claim"”) of any payment distribution made with respect to the Notes. Each HolderHolder of Notes, by its purchase of Notes, and the Indenture Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedes or performance bond pending any such appealappeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance and Indemnity Agreement. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d)5.12, the Insurer shall be subrogated to, and each Noteholder Holder of Notes and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Noteholder Holder of Notes in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. All actions taken under this Section 5.13(b) by the Indenture Trustee shall be taken in accordance with the terms of the Policy.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an a final non-appealable order of the appropriate court of applicable jurisdiction that any amount previously distributed to Noteholders' Interest Distributable Amount or Principal Distributable Amount paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment in the event of the insolvency of the Issuer, the Seller, the Servicer or Franklin Resources, Inc. under applicable bankruptcy lawthe United States Bankruptcy Code (11 U.S.C.), (a "Note Preference Amount") the Trustee shall so notify the Security Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Security Insurer of such avoided payment, Note Preference Amount and shall, at the time it provides notice to the Security 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 Trustee shall furnish to the Security Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by 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 Security Insurer will make such payment on behalf of the Noteholder to the receiver or trustee in bankruptcy named in the final order of manner set forth in the court exercising jurisdiction on behalf of the Noteholder and not to any Noteholder directly (unless a Noteholder has returned principal or interest on the Notes to such receiver or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer)Note Policy. (b) The Trustee shall promptly notify the Security Insurer of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee hereby agrees agree that so long as an Insurer Default shall not have occurred and be continuing, the Security Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d), the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.or

Preference Claims. (a) In the event that the Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to Noteholders' Interest Distributable Amount or Noteholders' Principal Distributable Amount paid on a Noteholder Note (including in the computation of such Noteholders' Principal Distributable Amount for the purpose of this Section 616, if the Security Insurer shall have received the items described in clauses (A), (B) and (C) of Section 3 of the Note Policy, any distribution in respect of principal on the Notes prior to the Final Maturity Date that was subsequently avoided as a preference payment under applicable bankruptcy, insolvency, receivership or similar law to the extent any Note such amount remains unpaid on such date) has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify the Security Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Security Insurer of such avoided payment, and shall, at the time it provides notice to the Security 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 Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by 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 Security Insurer will make such payment on behalf of the Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Security Insurer will make such payment to the Trustee for payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Security Insurer). (b) The Trustee shall promptly notify the Security Insurer of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee hereby agrees agree that so long as an Insurer Default shall not have occurred and be continuing, the Security Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal at the expense of the Security Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d615(c), the Security Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to payment of principal or interest (other than Overdue Class A Interest or Incremental Class A Interest) paid on a Noteholder in respect of any Class A Note has been avoided in whole or in part as a preference payment under applicable U.S. or Canadian bankruptcy law, the Indenture Trustee shall so notify the Class A Note Insurer, shall comply with the provisions of the Class A Note Policy to obtain payment by the Class A Note Insurer of such avoided payment, and shall, at the time it provides notice to the Class A Note Insurer, notify Holders of the Class A 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 Class A Note Policy. The Indenture Trustee shall furnish to the Class A Note Insurer its records evidencing the payments of principal of and interest on the Class A Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from NoteholdersHolders of Class A Notes, and the dates on which such payments were made. Pursuant to the terms of the Class A Note Policy, the Class A Note Insurer will make such payment on behalf of the Noteholder Holder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of Class A Note Policy) or to the Noteholder Indenture Trustee for distribution to such receiver, conservator, debtor-in-possession or trustee in bankruptcy and not to any Noteholder Holder directly (unless a Noteholder Holder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Class A Note Insurer will make such payment to such Holder or to the Indenture Trustee for payment distribution, in accordance with the instructions to be provided by the Class A Note Insurer, to such Noteholder Holder upon proof of such payment reasonably satisfactory to the Class A Note Insurer). (b) Each Notice of Claim shall provide that the Indenture Trustee, on its behalf and on behalf of the Holders of Class A Notes, thereby appoints the Class A Note Insurer as agent and attorney-in-fact for the Indenture Trustee and each Holder of Class A Notes in any legal proceeding with respect to the Class A Notes. The Indenture Trustee shall promptly notify the Class A Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Class A Notes. Each HolderHolder of Class A Notes, by its purchase of Notesthereof, and the Indenture Trustee hereby agrees agree that so long as an Class A Note Insurer Default shall not have occurred and be continuing, the Class A Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal at the expense of the Class A Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d13.01(c), the Class A Note Insurer shall be subrogated to, and each Noteholder Holder of Class A Notes and the 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an a final, non-appealable order of the appropriate court that any amount previously distributed to Scheduled Payment paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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, comply with the provisions of the Note Policy to obtain payment by 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 Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the Notes, if any, which have been made by 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment payment, in accordance with the instructions to be provided by the Insurer, to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) Each Notice of Claim shall provide that the Trustee, on its behalf and on behalf of the Noteholders, thereby appoints the Insurer as agent and attorney-in-fact for the Trustee and each Noteholder in any legal proceeding with respect to the Notes. The Trustee shall promptly notify the Insurer of any proceeding Proceeding or the institution of any action (of which a Responsible Officer of the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Notes. Each HolderNoteholder, by its purchase of Notes, and the Trustee hereby agrees 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 Proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal 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 4.01(d)5.18, the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding Proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an order of the an appropriate court that any amount previously distributed to Guaranteed Distributions paid on a Noteholder in respect of any Note Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify the Certificate Insurer, shall comply with the provisions of the Certificate Policy to obtain payment by the Certificate Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, Certificate Insurer notify Holders of the Notes Certificates by mail that, in the event that any NoteholderCertificateholder's payment is so recoverable, such Noteholder Certificateholder will be entitled to payment pursuant to the terms of the Certificate Policy. The Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Certificate Policy, the Certificate Insurer will make such payment on behalf of the Noteholder Certificateholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Certificate Policy) and not to the Trustee or any Noteholder Certificateholder directly (unless a Noteholder Certificateholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Certificate Insurer will make such payment to the Trustee for payment distribution to such Noteholder Certificateholder upon proof of such payment reasonably satisfactory to the Certificate Insurer). (b) The Trustee shall promptly notify the Certificate Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the NotesCertificates. Each Holder, by its purchase of NotesCertificates, and the Trustee hereby agrees agree that so long as an a Certificate Insurer Default shall not have occurred and be continuing, the Certificate Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersede or performance bond pending any such appealappeal at the expense of the Certificate Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d4.04(c), the Certificate Insurer shall be subrogated to, and each Noteholder Certificateholder and the Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee and each Noteholder Certificateholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an order of the an appropriate court that any amount previously distributed to Guaranteed Distributions paid on a Noteholder in respect of any Note Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify the Certificate Insurer, shall comply with the provisions of the Certificate Policy to obtain payment by the Certificate Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, Certificate Insurer notify Holders of the Notes Certificates by mail that, in the event that any NoteholderCertificateholder's payment is so recoverable, such Noteholder Certificateholder will be entitled to payment pursuant to the terms of the Certificate Policy. The Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Certificate Policy, the Certificate Insurer will make such payment on behalf of the Noteholder Certificateholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Certificate Policy) and not to the Trustee or any Noteholder Certificateholder directly (unless a Noteholder Certificateholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor- in-possession or trustee in bankruptcy, in which case the Certificate Insurer will make such payment to the Trustee for payment distribution to such Noteholder Certificateholder upon proof of such payment reasonably satisfactory to the Certificate Insurer). (b) The Trustee shall promptly notify the Certificate Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the NotesCertificates. Each Holder, by its purchase of NotesCertificates, and the Trustee hereby agrees agree that so long as an a Certificate Insurer Default shall not have occurred and be continuing, the Certificate Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersede or performance bond pending any such appealappeal at the expense of the Certificate Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d4.04(c), the Certificate Insurer shall be subrogated to, and each Noteholder Certificateholder and the Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee and each Noteholder Certificateholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an a final, non-appealable order of the appropriate court that any amount previously distributed to Scheduled Payment (as such term is defined in the Note Policy) paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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, comply with the provisions of the Note Policy to obtain payment by the Insurer and 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 Upon written request, the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Final Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) Each Notice of Claim shall provide that the Trustee, on its behalf and on behalf of the Noteholders, thereby appoints the Insurer as agent and attorney-in-fact for the Trustee and each Noteholder in any legal proceeding with respect to the Notes. The Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which an Authorized Officer of the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Notes. Each HolderHolder of Notes, by its purchase of Notes, and the Trustee hereby agrees 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 54 Sale and Servicing Agreement relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal 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 4.01(d6.1(c), the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify the Insurer, shall comply with the provisions of the 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 Policy. The Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Noteholder and not to any Noteholder directly (unless a Noteholder has returned principal or interest on the Notes to such receiver or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedes or performance bond pending any such appeal. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d), the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to Class A Interest Payment Amount or Class A Principal Payment Amount paid on a Noteholder in respect of any Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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 Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Indenture Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Class A Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from Class A 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 Class A Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Indenture Trustee or any Class A Noteholder directly (unless a Class A Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Indenture Trustee for payment distribution to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Class A Note Preference Claim") of any payment distribution made with respect to the Class A Notes. Each Holder, by its purchase of Class A Notes, and the Indenture Trustee hereby agrees 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 Preference Claim direct all matters relating to such Class A Note Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Class A Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal 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 4.01(d6.1(c), the Insurer shall be subrogated to, and each Class A Noteholder and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Class A Noteholder in the conduct of any proceeding with respect to a Class 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 Class A Note Preference Claim.

Preference Claims. (a) In the event that the Indenture Trustee has received a certified copy of an a final, non-appealable order of the appropriate court that any amount previously distributed to Insured Payment paid on a Noteholder in respect of any Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Class A Insurer, shall comply with the provisions of the Class A Note Policy to obtain payment by the Class A Insurer of such avoided payment, and shall, at the time it provides notice to the Class A Insurer, comply with the provisions of the Class A Note Policy to obtain payment by the Class A Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Class A Note Policy. The Indenture Trustee shall furnish to the Class A Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the Class A Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from any Class A Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Class A Note Policy, the Class A Insurer will make such payment on behalf of the Class A Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Class A Note Policy) and not to the Indenture Trustee or any Class A Noteholder directly (unless a Class A Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Class A Insurer will make such payment to the Indenture Trustee for payment payment, in accordance with the instructions to be provided by the Class A Insurer, to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Class A Insurer). (b) Each Notice for Payment (as defined in the Class A Note Policy) shall provide that the Indenture Trustee, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Class A Insurer as agent and attorney-in-fact for the Indenture Trustee and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Indenture Trustee shall promptly notify the Class A Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Class A Notes. Each HolderClass A Noteholder, by its purchase of Notesa Class A Note, and the Indenture Trustee hereby agrees agree that so long as an a Class A Insurer Default shall not have occurred and be continuing, the Class A Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal at the expense of the Class A Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d)5.17, the Class A Insurer shall be subrogated to, and each Class A Noteholder and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Class A Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding Proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to payment of principal and interest on a Noteholder in respect of any Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the 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 Class A 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 Policy. The Indenture Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the Class A Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from Noteholders, Noteholders and the dates on which such payments were made. Pursuant to the terms of the Policy, the Insurer will make such payment on behalf of the related Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Noteholder Noteholders and not to the Indenture Trustee or any Noteholder directly (unless a such Noteholder has returned principal or interest paid on the Class A Notes to such receiver or trustee in bankruptcy, in which case the Insurer will shall make such payment to the Indenture Trustee for payment to such Noteholder upon proof in accordance with the terms of such payment reasonably satisfactory to the InsurerPolicy). (b) The Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Class A Notes. Each HolderHolder of Class A Notes, by its purchase of Class A Notes, and the Indenture Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedes or performance bond pending any such appealappeal 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 4.01(d)5.12, the Insurer shall be subrogated to, and each Noteholder Holder of Class A Notes and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Noteholder Holder of Class A Notes in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. All actions taken under this Section 5.13(b) by the Indenture Trustee shall be taken in accordance with the terms of the Policy.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an a final non-appealable order of the appropriate court of applicable jurisdiction that any amount previously distributed to Noteholders' Interest Distributable Amount, Noteholders' Principal Distributable Amount or Accelerated Principal Distributable Amount paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy lawthe United States Bankrutpcy Code (11 U.S.C.), (a "Note Preference Amount") the Trustee shall so notify the Security Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Security Insurer of such avoided payment, Note Preference Amount and shall, at the time it provides notice to the Security 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 Trustee shall furnish to the Security Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by 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 Security Insurer will make such payment on behalf of the Noteholder to the receiver or trustee in bankruptcy named in the final order of manner set forth in the court exercising jurisdiction on behalf of the Noteholder and not to any Noteholder directly (unless a Noteholder has returned principal or interest on the Notes to such receiver or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer)Note Policy. (b) The Trustee shall promptly notify the Security Insurer of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee hereby agrees agree that so long as an Insurer Default shall not have occurred and be continuing, the Security Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal at the expense of the Security Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d5.18(c), the Security Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to payment on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the 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 Noteholders 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 Policy. The Indenture Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Final Order (as defined in the court exercising jurisdiction on behalf of Policy) and, except as provided in the Noteholder and Policy, not to the Indenture Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on the Notes to such receiver or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer)directly. (b) The Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. ---------------- Each HolderNoteholder, by its purchase of Notes, and the Indenture Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedes or performance bond pending any such appealappeal 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 4.01(d)5.20, the Insurer shall be subrogated to, and each Noteholder and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to payment on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the 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 Noteholders 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 Policy. The Indenture Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Final Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Policy) and not to the Indenture Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on the Notes to such receiver or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer)directly. (b) The Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each HolderNoteholder, by its purchase of Notes, and the Indenture Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedes or performance bond pending any such appealappeal 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 4.01(d)5.20, the Insurer shall be subrogated to, and each Noteholder and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to payment of principal and interest on a Noteholder in respect of any Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the 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 Class A 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 Policy. The Indenture Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the Class A Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from Noteholders, Noteholders and the dates on which such payments were made. Pursuant to the terms of the Policy, the Insurer will make such payment on behalf of the related Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Noteholder Noteholders and not to the Indenture Trustee or any Noteholder directly (unless a such Noteholder has returned principal or interest paid on the Class A Notes to such receiver or trustee in bankruptcy, in which case the Insurer will shall make such payment to the Indenture Trustee for payment to such Noteholder upon proof in accordance with the terms of such payment reasonably satisfactory to the InsurerPolicy). (b) The Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "“Preference Claim"”) of any payment distribution made with respect to the Class A Notes. Each HolderHolder of Class A Notes, by its purchase of Class A Notes, and the Indenture Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedes or performance bond pending any such appealappeal 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 4.01(d)5.12, the Insurer shall be subrogated to, and each Noteholder Holder of Class A Notes and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Noteholder Holder of Class A Notes in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. All actions taken under this Section 5.13(b) by the Indenture Trustee shall be taken in accordance with the terms of the Policy.

Preference Claims. (a) In the event that the Trustee Trust Collateral Agent has received a certified copy of an order of the appropriate court that any amount previously distributed to a Noteholder Scheduled Payment (as defined in respect of any the Note Policy) has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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 Trustee Trust Collateral Agent shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Trustee Trust Collateral Agent 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trust Collateral Agent or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver 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 payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trustee Trust Collateral Agent shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trustee 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 payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee Trust Collateral Agent hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal 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 4.01(d6.1(c), the Insurer shall be subrogated to, and each Noteholder and the Trustee Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee Trust Collateral Agent and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to Scheduled Payment (as defined in the Note Policy) paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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 Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal 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 4.01(d6.1(c), the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to Insured Amount on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the 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 Policy. The Indenture Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from Noteholders, Noteholders and the dates on which such payments were made. Pursuant to the terms of the Policy, the Insurer will make such payment on behalf of the related Noteholder to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Noteholder Noteholders and not to the Indenture Trustee, any Noteholder directly (unless a such Noteholder has returned principal or interest paid on the Notes to such receiver or trustee in bankruptcy, in which case the Insurer will shall make such payment to the Indenture Trustee for payment to such Noteholder upon proof in accordance with the terms of such payment reasonably satisfactory to the InsurerPolicy). (b) The Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference ClaimPREFERENCE CLAIM") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Indenture Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedes or performance bond pending any such appealappeal 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 4.01(d)5.12, the Insurer shall be subrogated to, and each Noteholder and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. All actions taken under this Section 5.13(b) by the Indenture Trustee shall be taken in accordance with the terms of the Policy.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to Note Interest Distributable Amount or Note Principal Distributable Amount paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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 Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as such term is defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The To the extent that a Responsible Officer has actual knowledge thereof, the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal 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 4.01(d5.18(c), the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. In addition, for so long as the Insurer guarantees amounts owing on the RIC and has not defaulted in the making of any payment required to be made by it pursuant to such guaranty, the Insurer shall have the right to initiate and control a proceeding against the obligor under the RIC but only to the extent such proceeding relates to the amounts so guaranteed and no settlement of any other proceeding or claim that would adversely affect the Insurer's rights to recover such amounts shall be affected without the prior written consent of the Insurer.

Preference Claims. (a) In the event that the Trustee Collateral Agent has received a certified copy of an a final, non-appealable order of the appropriate court that any amount previously distributed to Covered Payment (as such term is defined in the Policy) paid on a Noteholder in respect of any Note Secured Obligation has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee Collateral Agent shall so notify the Insurer, shall comply with the provisions of the Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders comply with the provisions of the Notes Policy to obtain payment by mail the Insurer, notify the Lender that, in the event that any Noteholder's such payment is so recoverable, such Noteholder the Lender will be entitled to payment pursuant to the terms of the Policy. The Trustee Upon written request, the Collateral Agent shall furnish to the Insurer its records evidencing the payments Covered Payments in respect of principal of and interest on the NotesSecured Obligations, if any, which have been made by the Trustee Collateral Agent and subsequently recovered from Noteholdersthe Lender, and the dates on which such payments were made. Pursuant to the terms of the Policy, the Insurer will make such payment on behalf of the Noteholder Lender to the receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Noteholder Final Order and not to any Noteholder the Collateral Agent or the Lender directly (unless a Noteholder the Lender has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment to such Noteholder Lender upon proof of such payment reasonably satisfactory to the Insurer). (b) Each Notice of Claim shall provide that the Collateral Agent, on its behalf and on behalf of the Lender, thereby appoints the Insurer as agent and attorney-in-fact for the Collateral Agent and the Lender in any legal proceeding with respect to the Secured Obligations. The Trustee Collateral Agent shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trustee 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 payment made with respect to the NotesSecured Obligations. Each Holder, by its purchase of Notes, The Lender and the Trustee Collateral Agent hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appealappeal 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 4.01(d6.01(c), the Insurer shall be subrogated to, and each Noteholder the Lender and the Trustee --------------- Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trustee Lender and each Noteholder the Collateral Agent in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify the Insurer, shall comply with the provisions of the 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 Policy. The Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Noteholder and not to any Noteholder directly (unless a Noteholder has returned principal or interest on the Notes to such receiver or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d), the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that If the Trustee has received a certified copy of an order of the appropriate court that any amount previously distributed to paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify the Note Insurer, shall comply with the provisions of the Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, notify Holders of the Notes by mail that, in the event that if any Noteholder's payment is so recoverable, such Noteholder will shall be entitled to payment pursuant to the terms of the Policy. The Trustee Note Insurer shall furnish make such payment pursuant to the Insurer its records evidencing terms of the payments of principal of and interest on the Notes, if any, which have been made by the Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Policy. (b) Pursuant to the terms of the Policy, the Note Insurer will make shall pay any Insured Payment (as defined in the Policy) that is a Preference Amount on the Business Day following receipt on a Business Day by the Fiscal Agent (as defined in the Policy) of (i) a certified copy of the order requiring the return of a preference payment, (ii) an opinion of counsel satisfactory to the Note Insurer that such payment on behalf order is final and not subject to appeal, (iii) an assignment in such form as is reasonably required by the Note Insurer, irrevocably assigning to the Note Insurer all rights and claims of the Noteholder relating to or arising under the Notes against the debtor which made such preference payment or otherwise with respect to such preference payment and (iv) appropriate instruments to effect the appointment of the Note Insurer as agent for such Noteholder in any legal proceeding related to such preference payment, such instruments being in a form satisfactory to the Note Insurer, provided that if such documents are received after 12:00 noon, New York City time, on such Business Day, they will be deemed to be received on the following Business Day. Such payments shall be disbursed to the receiver or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Noteholder Noteholder, and not to any Noteholder directly (unless a such Noteholder has returned principal or interest paid on the Notes to such receiver or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment shall be disbursed to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer)Noteholder. (b) The Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee hereby agrees 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 Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition, and without limitation of the foregoing, as set forth in Section 4.01(d), the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trustee has received a certified copy of an a final, non-appealable order of the appropriate court that any amount previously distributed to Noteholders' Interest Payment Amount or Noteholders' Principal Payment Amount paid on a Noteholder in respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, 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 Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the Notes, if any, which have been made by 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 receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of Order (as defined in the court exercising jurisdiction on behalf of the Noteholder Note Policy) and not to the Trustee or any Noteholder directly (unless a Noteholder has returned principal or interest on previously paid such payment to the Notes to such receiver receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trustee for payment distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trustee hereby agrees agree that so long as (i) an Insurer Default shall not have occurred and be continuing, (ii) any amounts due to the Insurer under the Insurance Agreement or the other Basic Documents remain unpaid or (iii) the Note Policy has not expired in accordance with its terms, the Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i1) the direction of any appeal of any order relating to any Preference Claim and (ii2) the posting of any surety, supersedeas supersedes or performance bond pending any such appealappeal 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 4.01(d)5.18, the Insurer shall be subrogated to, and each Noteholder and the Trustee 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 Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.