Common use of The Certificate Insurance Policies Clause in Contracts

The Certificate Insurance Policies. (i) On the Business Day prior to each Payment Date the Trustee shall determine with respect to the immediately following Payment Date, the amount on deposit in the Certificate Account on such Payment Date and available to be distributed to the Owners on such Payment Date with respect to Group I (disregarding the sum of (x) the amount of any Insured Payments and (y) the amount of any expected investment earnings) and equal to the sum of (A) such amount excluding the amount of any Total Monthly Excess Cashflow from Group I included in such amount plus (B) any amount of Total Monthly Excess Cashflow from either Group to be applied on account of Group I on such Payment Date to the Class A-1 Certificates plus (C) any deposit to the Certificate Account from the Pre-Funding Account or the Capitalized Interest Account expected to be made with respect to Group I on such Payment Date. The amount described in clause (A) of the preceding sentence with respect to each Payment Date is the "Group I Available Funds"; the sum of the amounts described in clauses (A), (B) and (C) of the preceding sentence with respect to each Payment Date is the "Group I Total Available Funds." (ii) On the Business Day prior to each Payment Date, the Trustee shall determine with respect to the immediately following Payment Date, the amount on deposit in the Certificate Account on such Payment Date and available to be distributed to the Owners on such Payment Date with respect to Group II (disregarding the sum of (x) the amount of any Insured Payments and (y) the amount of any expected investment earnings), and equal to the sum of (A) such amount excluding the amount of any Total Monthly Excess Cashflow from Group II included in such amount plus (B) any amounts of Total Monthly Excess Cashflow from either Group to be applied on account of Group II on such Payment Date to the Class A-2 Certificates plus (C) any deposit to the Certificate Account from the Pre-Funding Account or the Capitalized Interest Account expected to be made with respect to Group II on such Payment Date. The amount described in clause (A) of the preceding sentence with respect to each Payment Date is the "Group II Available Funds"; the sum of the amounts described in clauses (A), (B) and (C) of the preceding sentence with respect to each Payment Date is the "Group II Total Available Funds". (b) If (i) the Class A-1 Current Interest for any Payment Date exceeds the Group I Total Available Funds for such Payment Date after deducting amounts payable therefrom, if any, for the Group I Premium Amount and the Group I Trustee Fee due on such Payment Date and/or (ii) a Group I Subordination Deficit exists for such Payment Date (any such event being a "Group I Total Available Funds Shortfall"), the Trustee shall complete a Notice in the form of Exhibit A to the Fixed Rate Certificate Insurance Policy and submit such notice to the Certificate Insurer no later than 12:00 noon New York City time on the Business Day preceding such Payment Date as a claim for an Insured Payment in an amount equal to such Group I Total Available Funds Shortfall. Similarly, if (i) the Class A-2 Current Interest for any Payment Date exceeds the Group II Total Available Funds for such Payment Date after deducting amounts payable therefrom, if any, for the Group II Premium Amount and the Group II Trustee Fee due on such Payment Date and/or (ii) the Group II Subordination Deficit exists for such Payment Date (any such event being a "Group II Total Available Funds Shortfall"), the Trustee shall complete a Notice in the form of Exhibit A to the Variable Rate Certificate Insurance Policy and submit such notice to the Certificate Insurer no later than 12:00 noon New York City time on the Business Day preceding such Payment Date as a claim for an Insured Payment in an amount equal to such Group II Total Available Funds Shortfall. (c) The Certificate Insurer shall forward to the Trustee Insured Payments at such time and in the manner specified in the related Certificate Insurance Policy. Upon receipt of Insured Payments from the Certificate Insurer on behalf of Owners, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof, in accordance with Section 7.5(d)(iv) to the Owners of the Class A Certificates of the related Class. (d) The Trustee shall (i) receive Insured Payments as attorney-in-fact of each Owner of the Class A Certificates of the related Class receiving any Insured Payment from the Certificate Insurer and (ii) disburse such Insured Payment to the Owners of Offered Certificates as set forth in Section 7.5(d)(iv). Insured Payments disbursed by the Trustee from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to the related Class A Certificates, and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Sections 7.5(d)(ii)(C) and 7.5(d)(ii)(D) hereof. Each Owner of Class A Certificates by its acceptance thereof recognizes that to the extent the Certificate Insurer makes Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Owners of such Class A Certificates the Certificate Insurer will be entitled to receive the related Reimbursement Amount pursuant to Sections 7.5(d)(ii)(C) and 7.5(d)(ii)(D) hereof.

The Certificate Insurance Policies. (a) Three Business Days prior to each Distribution Date the Master Servicer shall determine: (i) On the Business Day prior to each Payment Date the Trustee shall determine with respect to the immediately following Payment Date, the amount on deposit in the Certificate Account on such Payment Date and available to be distributed to the Owners on such Payment Date with respect to Group I (disregarding the sum of (x) the amount of any Insured Payments and (y) the amount of any expected investment earnings) and equal to the sum of (A) such amount excluding the amount of any Total Monthly Excess Cashflow from Group I included in such amount plus (B) any amount of Total Monthly Excess Cashflow from either Group to be applied on account of Group I on such Payment Date to the Class A-1 Certificates plus (C) any deposit to the Certificate Account from the Pre-Funding Account or the Capitalized Interest Account expected to be made with respect to Group I on such Payment Date. The amount described in clause (A) of the preceding sentence with respect to each Payment Date is the "Group I Available Funds"; the sum of the amounts described in clauses (A), (B) and (C) of the preceding sentence with respect to each Payment Date is the "Group I Total Available Funds." (ii) On the Business Day prior to each Payment Date, the Trustee shall determine with respect to the immediately following Payment Date, the amount on deposit in the Certificate Account on such Payment Date and available to be distributed to the Owners on such Payment Date with respect to Group II (disregarding the sum of (x) the amount of any Insured Payments and (y) the amount of any expected investment earnings), and equal to the sum of (A) such amount excluding the amount of any Total Monthly Excess Cashflow from Group II included in such amount plus (B) any amounts of Total Monthly Excess Cashflow from either Group to be applied on account of Group II on such Payment Date to the Class A-2 Certificates plus (C) any deposit to the Certificate Account from the Pre-Funding Account or the Capitalized Interest Account expected to be made with respect to Group II on such Payment Date. The amount described in clause (A) of the preceding sentence with respect to each Payment Date is the "Group II Available Funds"; the sum of the amounts described in clauses (A), (B) and (C) of the preceding sentence with respect to each Payment Date is the "Group II Total Available Funds". (b) If (i) the Class A-1 Current Interest for any Payment Date exceeds the Group I Total Available Funds for such Payment Date after deducting amounts payable therefromand, if anyapplicable, for the Group I Premium Amount and the Group I Trustee Fee due on such Payment Date and/or (ii) a Group I Subordination Deficit exists for such Payment Date (any such event being a "Group I Total Available Funds Shortfall"); and (ii) The Group II Available Funds, the Group II Total Available Funds and, if applicable, the Group II Total Available Funds Shortfall. (i) If there will be a Deficiency Amount (as defined in the Group I Certificate Insurance Policy or the Group II Certificate Insurance Policy) for any Distribution Date, the Master Servicer shall before 9:00 a.m., New York City time, two Business Days prior to such Distribution Date, advise the Trustee. (ii) If the Trustee receives notice from the Master Servicer that there will be a Deficiency Amount (as defined in the appropriate Certificate Insurance Policy) for such Distribution Date, the Trustee shall complete a Notice notice in the form of Exhibit A to the Fixed Rate appropriate Certificate Insurance Policy (a "Notice") and submit such notice Notice to the Certificate Insurer no or its agent, as set forth in the appropriate Certificate Insurance Policy, not later than 12:00 noon noon, New York City time time, on the second Business Day preceding such Payment Distribution Date as a claim for an Insured Payment in an amount equal to such Group I Total Available Funds Shortfall. Similarly, if (i) the Class A-2 Current Interest for any Payment Date exceeds the Group II Total Available Funds for such Payment Date after deducting amounts payable therefrom, if any, for the Group II Premium Amount and the Group II Trustee Fee due on such Payment Date and/or (ii) the Group II Subordination Deficit exists for such Payment Date (any such event being a "Group II Total Available Funds Shortfall"), the Trustee shall complete a Notice in the form of Exhibit A to the Variable Rate Certificate Insurance Policy and submit such notice to the Certificate Insurer no later than 12:00 noon New York City time on the Business Day preceding such Payment Date as a claim for an Insured Payment in an amount equal to such Group II Total Available Funds ShortfallDeficiency Amount. (ciii) The Certificate Insurer shall forward to Trustee (or the Trustee Insured Payments at such time and in the manner specified in the related Certificate Insurance Policy. Upon receipt of Insured Payments from the Certificate Insurer Paying Agent on behalf of Owners, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof, in accordance with Section 7.5(d)(ivTrustee) to the Owners of the Class A Certificates of the related Class. (d) The Trustee shall (i) receive Insured Payments as attorney-in-fact of each Owner of the Class A Certificates of the related Class receiving Certificateholder any Insured Payment from the Certificate Insurer or on behalf of the Certificate Insurer and (ii) disburse such Insured Payment as Group I Total Available Funds or Group II Total Available Funds, as appropriate, would be distributed with respect to the Owners of Offered Certificates amounts included in such Insured Payment as set forth in Section 7.5(d)(iv)3.02 hereof for the benefit of the related Class A Certificateholders. Any Insured Payment received by the Trustee (or the Paying Agent on behalf of the Trustee) shall be held by the Trustee (or the Paying Agent on behalf of the Trustee) uninvested. Insured Payments disbursed by the Trustee (or the Paying Agent on behalf of the Trustee) from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust with respect to the Certificates, nor shall such payments discharge the obligation of the Trust with respect to the related such Class A Certificates, and the Certificate Insurer shall become the owner of such unpaid amounts due from the Trust in respect of such Insured Payments as the deemed assignee and subrogee of such Class A Certificateholders and shall be entitled to receive the related Reimbursement Amount pursuant to Sections 7.5(d)(ii)(C) and 7.5(d)(ii)(D) hereofin respect thereof. Each Owner of Class A Certificates by its acceptance thereof recognizes that the Trustee and the Paying Agent hereby agree on behalf of each Certificateholder for the benefit of the Certificate Insurer that, to the extent the Certificate Insurer makes Insured Payments, either directly or indirectly (as by paying through Payments for the Trustee), to benefit of the Owners of such Class A Certificates Certificateholders, the Certificate Insurer will be entitled to receive the related Reimbursement Amount pursuant to Sections 7.5(d)(ii)(C) and 7.5(d)(ii)(D) in accordance with the priority of distributions set forth in Section 3.02 hereof. (iv) The Trustee (or the Paying Agent on behalf of the Trustee) shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A Certificates from moneys received under a Certificate Insurance Policy. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon one Business Day's prior written notice to the Trustee (or the Paying Agent on behalf of the Trustee). If the Certificate Insurer has paid the entire outstanding Certificate Principal Balance of a Class A Certificate, the Certificate Registrar shall re-register such Class A Certificate in the name of the Certificate Insurer. (v) Each of the Trustee and the Paying Agent shall promptly notify the Certificate Insurer of any proceeding or the institution of any action, of which an Officer of the Paying Agent or the Trustee, respectively, has actual knowledge, which has or is likely to give rise to a Preference Amount in respect of any distribution made on the Certificates. Each Class A Certificateholder that pays any Preference Amount on account of a Class A Certificate will be entitled to receive reimbursement for such Preference Amount from the Certificate Insurer in accordance with the terms of the related Certificate Insurance Policy. Each Class A Certificateholder, by its purchase of Class A Certificates, and each of the Trustee and the Paying Agent hereby agree that, the Certificate Insurer (so long as no Certificate Insurer Default exists) may at any time during the continuation of any proceeding relating to a Preference Amount direct all matters relating to such Preference Amount, including, without limitation, (i) the direction of any appeal of any order relating to such Preference Amount and (ii) the posting of any surety, supersedes or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Trustee and each Class A Certificateholder, including, without limitation, all rights of any party to any adversary proceeding action with respect to any court order issued in connection with any such Preference Amount. (vi) Each Class A Certificateholder, by its purchase of any Class A Certificate, and each of the Trustee and the Paying Agent hereby agree that, unless a Certificate Insurer Default exists, the Certificate Insurer shall have the right to direct all matters relating to the Class A Certificates in any proceeding in a bankruptcy of the Trust, including without limitation any proceeding relating to a premium claim, any appeal of any order relating to a premium claim and the posting of any surety or bond pending any such appeal.

The Certificate Insurance Policies. (ia) On the Two Business Day Days prior to each Payment Date the Trustee shall determine with respect to the immediately following Payment Date, : (i) the amount on deposit in the Certificate Account on such Payment Date and available to be distributed to the Owners on such Payment Date with respect to Group I (disregarding the sum of (x) the amount of any Insured Payments and (y) the amount of any expected investment earnings) and equal to the sum of (A) such amount excluding the amount of any Total Monthly Excess Cashflow from either Group on account of Group I included in such amount plus (B) any amount of Total Monthly Excess Cashflow from either Group to be applied on account of Group I on such Payment Date to the Class A-1 Certificates plus (C) any deposit to the Certificate Account from the Pre-Funding Account or the Capitalized Interest Account expected to be made with respect to Group I on such Payment DateCertificates. The amount described in clause (A) of the preceding sentence with respect to each Payment Date is the "Group I Available Funds"; the sum of the amounts described in clauses (A), (B) and (CB) of the preceding sentence with respect to each Payment Date is the "Group I Total Available Funds." (ii) On the Business Day prior to each Payment Date, the Trustee shall determine with respect to the immediately following Payment Date, the amount on deposit in the Certificate Account on such Payment Date and available to be distributed to the Owners on such Payment Date with respect to Group II (disregarding the sum of (x) the amount of any Insured Payments and (y) the amount of any expected investment earnings), and equal to the sum of (A) such amount excluding the amount of any Total Monthly Excess Cashflow from either Group on account of Group II included in such amount plus (B) any amounts amount of Total Monthly Excess Cashflow from either Group to be applied on account of Group II on such Payment Date to the Class A-2 Certificates plus (C) any deposit to the Certificate Account from the Pre-Funding Account or the Capitalized Interest Account expected to be made with respect to Group II on such Payment DateCertificates. The amount described in clause (A) of the preceding sentence with respect to each Payment Date is the "Group II Available Funds"; the sum of the amounts described in clauses (A), (B) and (CB) of the preceding sentence with respect to each Payment Date is the "Group II Total Available Funds". (b) If (i) the Class A-1 Current Interest for any Payment Date exceeds the Group I Total Available Funds for such Payment Date after deducting amounts payable therefrom, if any, for the Fees and Expenses relating to Group I Premium Amount and the Group I Trustee Fee due on such Payment Date and/or (ii) a Group I Subordination Deficit exists for such Payment Date (any such event being a "Group I Total Available Funds Shortfall"), the Trustee shall complete a Notice in the form of Exhibit A to the Fixed Rate Group I Certificate Insurance Policy and submit such notice to the Certificate Insurer no later than 12:00 noon New York City time on the Business Day preceding such Payment Date as a claim for an Insured Payment in an amount equal to such Group I Total Available Funds Shortfall. Similarly, if (ix) the Class A-2 Current Interest for any Payment Date exceeds the Group II Total Available Funds for such Payment Date after deducting amounts payable therefrom, if any, for the Fees and Expenses relating to Group II Premium Amount and the Group II Trustee Fee due on such Payment Date and/or (iiy) the a Group II Subordination Deficit exists for such Payment Date (any such event being a "Group II Total Available Funds Shortfall"), the Trustee shall complete a Notice in the form of Exhibit A to the Variable Rate Group II Certificate Insurance Policy and submit such notice to the Certificate Insurer no later than 12:00 noon New York City time on the Business Day preceding such Payment Date as a claim for an Insured Payment in an amount equal to such Group II Total Available Funds Shortfall. (c) The Certificate Insurer shall forward to the Trustee Insured Payments at such time and in the manner specified in the related Certificate Insurance Policy. Upon receipt of Insured Payments from the Certificate Insurer on behalf of Owners, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof, in accordance with Section 7.5(d)(iv) to the Owners of the Class A Certificates of the related Class. (d) The Trustee shall (i) receive Insured Payments as attorney-in-fact of each Owner of the Class A Certificates of the related Class receiving any Insured Payment from the Certificate Insurer and (ii) disburse such Insured Payment to the Owners of Offered Certificates as set forth in Section 7.5(d)(iv). Insured Payments disbursed by the Trustee from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to the related Class A Certificates, and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Sections 7.5(d)(ii)(C) and 7.5(d)(ii)(D) hereof. Each Owner of Class A Certificates by its acceptance thereof recognizes that to the extent the Certificate Insurer makes Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Owners of such Class A Certificates the Certificate Insurer will be entitled to receive the related Reimbursement Amount pursuant to Sections 7.5(d)(ii)(C) and 7.5(d)(ii)(D) hereof.

The Certificate Insurance Policies. (i) On the Business Day prior to each Payment Date the Trustee shall determine with respect to the immediately following Payment Date, the amount on deposit in the Certificate Account on such Payment Date and available to be distributed to the Owners on such Payment Date with respect to Group I (disregarding the sum of (x) the amount of any Insured Payments and (y) the amount of any expected investment earnings) and equal to the sum of (A) such amount excluding the amount of any Total Monthly Excess Cashflow from Group I included in such amount plus (B) any amount of Total Monthly Excess Cashflow from either Group to be applied on account of Group I on such Payment Date to the Class A-1 Fixed Rate Certificates plus (C) any deposit to the Certificate Account from the Pre-Funding Account or the Capitalized Interest Account expected to be made with respect to Group I on such Payment Date. The amount described in clause (A) of the preceding sentence with respect to each Payment Date is the "Group I Available Funds"; the sum of the amounts described in clauses (A), (B) and (C) of the preceding sentence with respect to each Payment Date is the "Group I Total Available Funds." (ii) On the Business Day prior to each Payment Date, the Trustee shall determine with respect to the immediately following Payment Date, the amount on deposit in the Certificate Account on such Payment Date and available to be distributed to the Owners on such Payment Date with respect to Group II (disregarding the sum of (x) the amount of any Insured Payments and (y) the amount of any expected investment earnings), and equal to the sum of (A) such amount excluding the amount of any Total Monthly Excess Cashflow from Group II included in such amount plus (B) any amounts of Total Monthly Excess Cashflow from either Group to be applied on account of Group II on such Payment Date to the Class A-2 A-3 Certificates plus (C) any deposit to the Certificate Account from the Pre-Funding Account or the Capitalized Interest Account expected to be made with respect to Group II on such Payment Date. The amount described in clause (A) of the preceding sentence with respect to each Payment Date is the "Group II Available Funds"; the sum of the amounts described in clauses (A), (B) and (C) of the preceding sentence with respect to each Payment Date is the "Group II Total Available Funds". (b) If (i) the Class A-1 Fixed Rate Certificate Current Interest for any Payment Date exceeds the Group I Total Available Funds for such Payment Date after deducting amounts payable therefrom, if any, for the Group I Premium Amount and the Group I Trustee Fee due on such Payment Date and/or (ii) a Group I Subordination Deficit exists for such Payment Date (any such event being a "Group I Total Available Funds Shortfall"), the Trustee shall complete a Notice in the form of Exhibit A to the Fixed Rate Certificate Insurance Policy and submit such notice to the Certificate Insurer no later than 12:00 noon New York City time on the Business Day preceding such Payment Date as a claim for an Insured Payment in an amount equal to such Group I Total Available Funds Shortfall. Similarly, if (i) the Class A-2 A-3 Current Interest for any Payment Date exceeds the Group II Total Available Funds for such Payment Date after deducting amounts payable therefrom, if any, for the Group II Premium Amount and the Group II Trustee Fee due on such Payment Date and/or (ii) the Group II Subordination Deficit exists for such Payment Date (any such event being a "Group II Total Available Funds Shortfall"), the Trustee shall complete a Notice in the form of Exhibit A to the Variable Rate Certificate Insurance Policy and submit such notice to the Certificate Insurer no later than 12:00 noon New York City time on the Business Day preceding such Payment Date as a claim for an Insured Payment in an amount equal to such Group II Total Available Funds Shortfall. (c) The Certificate Insurer shall forward to the Trustee Insured Payments at such time and in the manner specified in the related Certificate Insurance Policy. Upon receipt of Insured Payments from the Certificate Insurer on behalf of Owners, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof, in accordance with Section 7.5(d)(iv) to the Owners of the Class A Certificates of the related Class. (d) The Trustee shall (i) receive Insured Payments as attorney-in-fact of each Owner of the Class A Certificates of the related Class receiving any Insured Payment from the Certificate Insurer and (ii) disburse such Insured Payment to the Owners of Offered Certificates as set forth in Section 7.5(d)(iv). Insured Payments disbursed by the Trustee from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to the related Class A Certificates, and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Sections 7.5(d)(ii)(C) and 7.5(d)(ii)(D) hereof. Each Owner of Class A Certificates by its acceptance thereof recognizes that to the extent the Certificate Insurer makes Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Owners of such Class A Certificates the Certificate Insurer will be entitled to receive the related Reimbursement Amount pursuant to Sections 7.5(d)(ii)(C) and 7.5(d)(ii)(D) hereof.

The Certificate Insurance Policies. (i) On the Business Day prior to each Payment Date the Trustee shall determine with respect to the immediately following Payment Date, the amount on deposit in the Certificate Account on such Payment Date and available to be distributed to the Owners on such Payment Date with respect to Group I (disregarding the sum of (x) the amount of any Insured Payments and (y) the amount of any expected investment earnings) and equal to the sum of (A) such amount excluding the amount of any Total Monthly Excess Cashflow from Group I included in such amount plus (B) any amount of Total Monthly Excess Cashflow from either Group to be applied on account of Group I on such Payment Date to the Class A-1 Certificates plus (C) any deposit to the Certificate Account from the Pre-Funding Account or the Capitalized Interest Account expected to be made with respect to Group I on such Payment Date. The amount described in clause (A) of the preceding sentence with respect to each Payment Date is the "Group I Available Funds"; the sum of the amounts described in clauses (A), (B) and (C) of the preceding sentence with respect to each Payment Date is the "Group I Total Available Funds." (ii) On the Business Day prior to each Payment Date, the Trustee shall determine with respect to the immediately following Payment Date, the amount on deposit in the Certificate Account on such Payment Date and available to be distributed to the Owners on such Payment Date with respect to Group II (disregarding the sum of (x) the amount of any Insured Payments and (y) the amount of any expected investment earnings), and equal to the sum of (A) such amount excluding the amount of any Total Monthly Excess Cashflow from Group II included in such amount plus (B) any amounts of Total Monthly Excess Cashflow from either Group to be applied on account of Group II on such Payment Date to the Class A-2 Certificates plus (C) any deposit to the Certificate Account from the Pre-Funding Account or the Capitalized Interest Account expected to be made with respect to Group II on such Payment Date. The amount described in clause (A) of the preceding sentence with respect to each Payment Date is the "Group II Available Funds"; the sum of the amounts described in clauses (A), (B) and (C) of the preceding sentence with respect to each Payment Date is the "Group II Total Available Funds". (b) If (i) the Class A-1 Current Interest for any Payment Date exceeds the Group I Total Available Funds for such Payment Date after deducting amounts payable therefrom, if any, for the Group I Premium Amount and the Group I Trustee Fee due on such Payment Date and/or (ii) a Group I Subordination Deficit exists for such Payment Date (any such event being a "Group I Total Available Funds Shortfall"), the Trustee shall complete a Notice in the form of Exhibit A to the Fixed Rate Certificate Insurance Policy and submit such notice to the Certificate Insurer no later than 12:00 noon New York City time on the Business Day preceding such Payment Date as a claim for an Insured Payment in an amount equal to such Group I Total Available Funds Shortfall. Similarly, if (i) the Class A-2 Current Interest for any Payment Date exceeds the Group II Total Available Funds for such Payment Date after deducting amounts payable therefrom, if any, for the Group II Premium Amount and the Group II Trustee Fee due on such Payment Date and/or (ii) the Group II Subordination Deficit exists for such Payment Date (any such event being a "Group II Total Available Funds Shortfall"), the Trustee shall complete a Notice in the form of Exhibit A to the Variable Rate Certificate Insurance Policy and submit such notice to the Certificate Insurer no later than 12:00 noon New York City time on the Business Day preceding such Payment Date as a claim for an Insured Payment in an amount equal to such Group II Total Available Funds Shortfall. (c) The Certificate Insurer shall forward to the Trustee Insured Payments at no later than 12:00 noon New York City time on the Business Day preceding the Payment Date or on such time and in the manner later date specified in the related Certificate Insurance Policy. Upon receipt of Insured Payments from the Certificate Insurer on behalf of Owners, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof, in accordance with Section 7.5(d)(iv) to the Owners of the Class A Certificates of the related Class. (d) The Trustee shall (i) receive Insured Payments as attorney-in-fact of each Owner of the Class A Certificates of the related Class receiving any Insured Payment from the Certificate Insurer and (ii) disburse such Insured Payment to the Owners of Offered Certificates as set forth in Section 7.5(d)(iv). Insured Payments disbursed by the Trustee from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to the related Class A Certificates, and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Sections 7.5(d)(ii)(C) and 7.5(d)(ii)(D) hereof. Each Owner of Class A Certificates by its acceptance thereof recognizes that to the extent the Certificate Insurer makes Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Owners of such Class A Certificates the Certificate Insurer will be entitled to receive the related Reimbursement Amount pursuant to Sections 7.5(d)(ii)(C) and 7.5(d)(ii)(D) hereof.

The Certificate Insurance Policies. (ia) On the Business Day prior to each Payment Date the Trustee shall determine with respect to the immediately following Payment Date, : (i) the amount on deposit in the Certificate Account on such Payment Date and available to be distributed to the Owners on such Payment Date with respect to Group I (disregarding the sum of (x) the amount of any Insured Payments and (y) the amount of any expected investment earnings) and equal to the sum of (A) such amount excluding the amount of any Total Monthly Excess Cashflow from either Group on account of Group I included in such amount plus (B) any amount of Total Monthly Excess Cashflow from either Group to be applied on account of Group I on such Payment Date to the Class A-1 Certificates plus (C) any deposit to the Certificate Account from the Pre-Funding Account or the Capitalized Interest Account expected to be made with respect to Group I on such Payment DateCertificates. The amount described in clause (A) of the preceding sentence with respect to each Payment Date is the "Group I Available Funds"; the sum of the amounts described in clauses (A), (B) and (CB) of the preceding sentence with respect to each Payment Date is the "Group I Total Available Funds." (ii) On the Business Day prior to each Payment Date, the Trustee shall determine with respect to the immediately following Payment Date, the amount on deposit in the Certificate Account on such Payment Date and available to be distributed to the Owners on such Payment Date with respect to Group II (disregarding the sum of (x) the amount of any Insured Payments and (y) the amount of any expected investment earnings), and equal to the sum of (A) such amount excluding the amount of any Total Monthly Excess Cashflow from either Group on account of Group II included in such amount plus (B) any amounts amount of Total Monthly Excess Cashflow from either Group to be applied on account of Group II on such Payment Date to the Class A-2 Certificates plus (C) any deposit to the Certificate Account from the Pre-Funding Account or the Capitalized Interest Account expected to be made with respect to Group II on such Payment DateCertificates. The amount described in clause (A) of the preceding sentence with respect to each Payment Date is the "Group II Available Funds"; the sum of the amounts described in clauses (A), (B) and (CB) of the preceding sentence with respect to each Payment Date is the "Group II Total Available Funds". (b) If (i) the Class A-1 Current Interest for any Payment Date exceeds the Group I Total Available Funds for such Payment Date after deducting amounts payable therefrom, if any, for the Fees and Expenses relating to Group I Premium Amount and the Group I Trustee Fee due on such Payment Date and/or (ii) a Group I Subordination Deficit exists for such Payment Date (any such event being a "Group I Total Available Funds Shortfall"), the Trustee shall complete a Notice in the form of Exhibit A to the Fixed Rate Group I Certificate Insurance Policy and submit such notice to the Certificate Insurer no later than 12:00 noon New York City time on the Business Day preceding such Payment Date as a claim for an Insured Payment in an amount equal to such Group I Total Available Funds Shortfall. Similarly, if (ix) the Class A-2 Current Interest for any Payment Date exceeds the Group II Total Available Funds for such Payment Date after deducting amounts payable therefrom, if any, for the Fees and Expenses relating to Group II Premium Amount and the Group II Trustee Fee due on such Payment Date and/or (iiy) the a Group II Subordination Deficit exists for such Payment Date (any such event being a "Group II Total Available Funds Shortfall"), the Trustee shall complete a Notice in the form of Exhibit A to the Variable Rate Group II Certificate Insurance Policy and submit such notice to the Certificate Insurer no later than 12:00 noon New York City time on the Business Day preceding such Payment Date as a claim for an Insured Payment in an amount equal to such Group II Total Available Funds Shortfall. (c) The Certificate Insurer shall forward to the Trustee Insured Payments at such time and in the manner specified in the related Certificate Insurance Policy. Upon receipt of Insured Payments from the Certificate Insurer on behalf of Owners, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof, in accordance with Section 7.5(d)(iv) to the Owners of the Class A Certificates of the related Class. (d) The Trustee shall (i) receive Insured Payments as attorney-in-fact of each Owner of the Class A Certificates of the related Class receiving any Insured Payment from the Certificate Insurer and (ii) disburse such Insured Payment to the Owners of Offered Certificates as set forth in Section 7.5(d)(iv). Insured Payments disbursed by the Trustee from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to the related Class A Certificates, and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Sections 7.5(d)(ii)(C) and 7.5(d)(ii)(D) hereof. Each Owner of Class A Certificates by its acceptance thereof recognizes that to the extent the Certificate Insurer makes Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Owners of such Class A Certificates the Certificate Insurer will be entitled to receive the related Reimbursement Amount pursuant to Sections 7.5(d)(ii)(C) and 7.5(d)(ii)(D) hereof.

The Certificate Insurance Policies. (ia) On the Business Day prior to each Payment Date the Trustee shall determine with respect to the immediately following Payment Date, : (i) the amount on deposit in the Certificate Account on such Payment Date and available to be distributed to the Owners on such Payment Date with respect to Group I (disregarding the sum of (x) the amount of any Insured Payments and (y) the amount of any expected investment earnings) and equal to the sum of (A) such amount excluding the amount of any Total Monthly Excess Cashflow from either Group on account of Group I included in such amount plus (B) any amount of Total Monthly Excess Cashflow from either Group to be applied on account of Group I on such Payment Date to the Class A-1 Certificates plus (C) any deposit to the Certificate Account from the Pre-Funding Account or the Capitalized Interest Account expected to be made with respect to Group I on such Payment DateFixed Rate Certificates. The amount described in clause (A) of the preceding sentence with respect to each Payment Date is the "Group I Available Funds"; the sum of the amounts described in clauses (A), (B) and (CB) of the preceding sentence with respect to each Payment Date is the "Group I Total Available Funds." (ii) On the Business Day prior to each Payment Date, the Trustee shall determine with respect to the immediately following Payment Date, the amount on deposit in the Certificate Account on such Payment Date and available to be distributed to the Owners on such Payment Date with respect to Group II (disregarding the sum of (x) the amount of any Insured Payments and (y) the amount of any expected investment earnings), and equal to the sum of (A) such amount excluding the amount of any Total Monthly Excess Cashflow from either Group on account of Group II included in such amount plus (B) any amounts amount of Total Monthly Excess Cashflow from either Group to be applied on account of Group II on such Payment Date to the Class A-2 Certificates plus (C) any deposit to the Certificate Account from the Pre-Funding Account or the Capitalized Interest Account expected to be made with respect to Group II on such Payment DateA-4 Certificates. The amount described in clause (A) of the preceding sentence with respect to each Payment Date is the "Group II Available Funds"; the sum of the amounts described in clauses (A), (B) and (CB) of the preceding sentence with respect to each Payment Date is the "Group II Total Available Funds". (b) If (i) the Class A-1 Fixed Rate Certificate Current Interest for any Payment Date exceeds the Group I Total Available Funds for such Payment Date after deducting amounts payable therefrom, if any, for the Fees and Expenses relating to Group I Premium Amount and the Group I Trustee Fee due on such Payment Date and/or (ii) a Group I Subordination Deficit exists for such Payment Date (any such event being a "Group I Total Available Funds Shortfall"), the Trustee shall complete a Notice in the form of Exhibit A to the Fixed Rate Group I Certificate Insurance Policy and submit such notice to the Certificate Insurer no later than 12:00 noon New York City time on the Business Day preceding such Payment Date as a claim for an Insured Payment in an amount equal to such Group I Total Available Funds Shortfall. Similarly, if (ix) the Class A-2 A-4 Current Interest for any Payment Date exceeds the Group II Total Available Funds for such Payment Date after deducting amounts payable therefrom, if any, for the Fees and Expenses relating to Group II Premium Amount and the Group II Trustee Fee due on such Payment Date and/or (iiy) the a Group II Subordination Deficit exists for such Payment Date (any such event being a "Group II Total Available Funds Shortfall"), the Trustee shall complete a Notice in the form of Exhibit A to the Variable Rate Group II Certificate Insurance Policy and submit such notice to the Certificate Insurer no later than 12:00 noon New York City time on the Business Day preceding such Payment Date as a claim for an Insured Payment in an amount equal to such Group II Total Available Funds Shortfall. (c) The Certificate Insurer shall forward to the Trustee Insured Payments at such time and in the manner specified in the related Certificate Insurance Policy. Upon receipt of Insured Payments from the Certificate Insurer on behalf of Owners, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof, in accordance with Section 7.5(d)(iv) to the Owners of the Class A Certificates of the related Class. (d) The Trustee shall (i) receive Insured Payments as attorney-in-fact of each Owner of the Class A Certificates of the related Class receiving any Insured Payment from the Certificate Insurer and (ii) disburse such Insured Payment to the Owners of Offered Certificates as set forth in Section 7.5(d)(iv). Insured Payments disbursed by the Trustee from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to the related Class A Certificates, and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Sections 7.5(d)(ii)(C) and 7.5(d)(ii)(D) hereof. Each Owner of Class A Certificates by its acceptance thereof recognizes that to the extent the Certificate Insurer makes Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Owners of such Class A Certificates the Certificate Insurer will be entitled to receive the related Reimbursement Amount pursuant to Sections 7.5(d)(ii)(C) and 7.5(d)(ii)(D) hereof.

The Certificate Insurance Policies. (ia) On the Two Business Day Days prior to each Payment Date the Trustee shall determine with respect to the immediately following Payment Date, : (i) the amount on deposit in the Certificate Account on such Payment Date and available to be distributed to the Owners on such Payment Date with respect to Group I (disregarding the sum of (x) the amount of any Insured Payments and (y) the amount of any expected investment earnings) and equal to the sum of (A) such amount excluding the amount of any Total Monthly Excess Cashflow from either Group on account of Group I included in such amount plus (B) any amount of Total Monthly Excess Cashflow from either Group to be applied on account of Group I on such Payment Date to the Class A-1 Certificates plus (C) any deposit to the Certificate Account from the Pre-Funding Account or the Capitalized Interest Account expected to be made with respect to Group I on such Payment DateCertificates. The amount described in clause (A) of the preceding sentence with respect to each Payment Date is the "Group I Available Funds"; the sum 203968.5d of the amounts described in clauses (A), (B) and (CB) of the preceding sentence with respect to each Payment Date is the "Group I Total Available Funds." (ii) On the Business Day prior to each Payment Date, the Trustee shall determine with respect to the immediately following Payment Date, the amount on deposit in the Certificate Account on such Payment Date and available to be distributed to the Owners on such Payment Date with respect to Group II (disregarding the sum of (x) the amount of any Insured Payments and (y) the amount of any expected investment earnings), and equal to the sum of (A) such amount excluding the amount of any Total Monthly Excess Cashflow from either Group on account of Group II included in such amount plus (B) any amounts amount of Total Monthly Excess Cashflow from either Group to be applied on account of Group II on such Payment Date to the Class A-2 Certificates plus (C) any deposit to the Certificate Account from the Pre-Funding Account or the Capitalized Interest Account expected to be made with respect to Group II on such Payment DateCertificates. The amount described in clause (A) of the preceding sentence with respect to each Payment Date is the "Group II Available Funds"; the sum of the amounts described in clauses (A), (B) and (CB) of the preceding sentence with respect to each Payment Date is the "Group II Total Available Funds". (b) If (i) the Class A-1 Current Interest for any Payment Date exceeds the Group I Total Available Funds for such Payment Date after deducting amounts payable therefrom, if any, for the Fees and Expenses relating to Group I Premium Amount and the Group I Trustee Fee due on such Payment Date and/or (ii) a Group I Subordination Deficit exists for such Payment Date (any such event being a "Group I Total Available Funds Shortfall"), the Trustee shall complete a Notice in the form of Exhibit A to the Fixed Rate Group I Certificate Insurance Policy and submit such notice to the Certificate Insurer no later than 12:00 noon New York City time on the Business Day preceding such Payment Date as a claim for an Insured Payment in an amount equal to such Group I Total Available Funds Shortfall. Similarly, if (ix) the Class A-2 Current Interest for any Payment Date exceeds the Group II Total Available Funds for such Payment Date after deducting amounts payable therefrom, if any, for the Fees and Expenses relating to Group II Premium Amount and the Group II Trustee Fee due on such Payment Date and/or (iiy) the a Group II Subordination Deficit exists for such Payment Date (any such event being a "Group II Total Available Funds Shortfall"), the Trustee shall complete a Notice in the form of Exhibit A to the Variable Rate Group II Certificate Insurance Policy and submit such notice to the Certificate Insurer no later than 12:00 noon New York City time on the Business Day preceding such Payment Date as a claim for an Insured Payment in an amount equal to such Group II Total Available Funds Shortfall. (c) The Certificate Insurer shall forward to the Trustee Insured Payments at such time and in the manner specified in the related Certificate Insurance Policy. Upon receipt of Insured Payments from the Certificate Insurer on behalf of Owners, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof, in accordance with Section 7.5(d)(iv) to the Owners of the Class A Certificates of the related Class. (d) The Trustee shall (i) receive Insured Payments as attorney-in-fact of each Owner of the Class A Certificates of the related Class receiving any Insured Payment from the Certificate Insurer and (ii) disburse such Insured Payment to the Owners of Offered Certificates as set forth in Section 7.5(d)(iv). Insured Payments disbursed by the Trustee from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to the related Class A Certificates, and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Sections 7.5(d)(ii)(C) and 7.5(d)(ii)(D) hereof. Each Owner of Class A Certificates by its acceptance thereof recognizes that to the extent the Certificate Insurer makes Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Owners of such Class A Certificates the Certificate Insurer will 203968.5d be entitled to receive the related Reimbursement Amount pursuant to Sections 7.5(d)(ii)(C) and 7.5(d)(ii)(D) hereof.